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Issue Ruling: Escalation Clauses Do Not Authorize The Unilateral Increase of Interest Rates

1. The spouses Rocamora obtained a loan from PNB with an interest rate of 12% per annum that included an escalation clause allowing PNB to increase the interest rate without notice. 2. The CA invalidated the escalation clause, finding that PNB negated the principle of mutuality of contracts by increasing interest rates without the borrowers' consent. 3. The Supreme Court ruled that escalation clauses are valid but any interest rate increase pursuant to such a clause must be mutually agreed upon by the parties. Unilateral rate increases by the creditor are invalid.

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Rommel Mancenido Lagumen
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161 views2 pages

Issue Ruling: Escalation Clauses Do Not Authorize The Unilateral Increase of Interest Rates

1. The spouses Rocamora obtained a loan from PNB with an interest rate of 12% per annum that included an escalation clause allowing PNB to increase the interest rate without notice. 2. The CA invalidated the escalation clause, finding that PNB negated the principle of mutuality of contracts by increasing interest rates without the borrowers' consent. 3. The Supreme Court ruled that escalation clauses are valid but any interest rate increase pursuant to such a clause must be mutually agreed upon by the parties. Unilateral rate increases by the creditor are invalid.

Uploaded by

Rommel Mancenido Lagumen
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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1.

PNB V CA ISSUE RULING


On September 25, 1981, the spouses Rocamora obtained a loan from PNB in the WON, CA erred in Escalation clauses do not
aggregate amount of P100,000.00 under the Cottage Industry Guarantee and Loan invalidating the authorize the unilateral
Fund (CIGLF). The loan was payable in five years, under the following terms: P35,000 escalation clause in increase of interest rates
payable semi-annually and P65,000 payable annually. In addition to the principal the parties agreement.
amount, the spouses Rocamora agreed to pay interest at the rate of 12% per annum, Escalation clauses are valid and do not contravene public policy. [17] These cla
plus a penalty fee of 5% per annum in case of delayed payments. The spouses common in credit agreements as means of maintaining fiscal stability and reta
Rocamora signed two promissory notes[2] evidencing the loan. value of money on long-term contracts. To avoid any resulting one-sided situ
escalation clauses may bring, we required in Banco Filipino[18] the inclusion in th
To secure their loan obligations, the spouses Rocamora executed two mortgages: a real agreement of a de-escalation clause that would authorize a reduction in the inte
estate mortgage[3] over a property covered by Transfer Certificate of Title No. 7160 in the corresponding to downward changes made by law or by the Monetary Board.
amount of P10,000, and a chattel mortgage[4] over various machineries in the amount
of P25,000. Payment of the remaining P65,000 was under the CIGLF guarantee, with
the spouses Rocamora paying the required guarantee fee.

Both the promissory note and the real estate mortgage deed contained an escalation The validity of escalation clauses notwithstanding, we cautioned that these claus
clause that allowed PNB to increase the 12% interest rate at anytime without notice, give creditors the unbridled right to adjust interest rates unilaterally.[19] As we s
within the limits allowed by law. same Banco Filipino case, any increase in the rate of interest made pursua
escalation clause must be the result of an agreement between the partie
While paragraph (k) of the real estate mortgage deed provided: minds of all the parties must meet on the proposed modification as this mo
(k) INCREASE OF INTEREST RATE
affects an important aspect of the agreement. There can be no contract in the tr
in the absence of the element of an agreement, i.e., the parties
The MORTGAGEE reserves the right to increase the
consent. Thus, any change must be mutually agreed upon, otherwise, the
interest rate charged on the obligation secured by this
carries no binding effect.[21] A stipulation on the validity or compliance with the
mortgage including any amount which it may have advanced
that is left solely to the will of one of the parties is void; the stipulation goes ag
within the limits allowed by law at any time depending on
principle of mutuality of contract under Article 1308 of the Civil Code.
whatever policy it may adopt in the future; Provided, that the
interest rate on the accommodation/s secured by the mortgage
shall be correspondingly decreased in the event that the applicable
maximum interest rate is reduced by law or by the Monetary
Petition denied.
Board. In either case, the adjustment in the interest rate agreed
upon shall take effect on the effectivity date of the increase or
decrease in that maximum interest rate. [Emphasis supplied.]

The spouses Rocamora only paid a total of P32,383.65[5] on the loan. Hence,
the PNB commenced foreclosure proceedings in August and October 1990. The
foreclosure of the mortgaged properties yielded P75,500.00 as total proceeds.
After the foreclosure, PNB found that the recovered proceeds and the
amounts the spouses Rocamora previously paid were not sufficient to satisfy the loan
obligations. PNB thus filed, on January 18, 1994, a complaint for deficiency
judgment[6] before the Regional Trial Court (RTC) of Puerto Princesa City, Branch 48.
The PNB claimed that the outstanding principal balance as of foreclosure
date (September 19, 1990) was P79,484.65, plus interest and penalties, for a total due
and demandable obligation of P250,812.10. Allegedly, after deducting the P75,500
proceeds of the foreclosure sale, the spouses Rocamora still owed the
bank P206,297.47.

The spouses Rocamora refused to pay the amount claimed as


deficiency. They alleged that the PNB practically created the deficiency by (a)
increasing the interest rates from 12% to 42% per annum, and (b) failing to immediately
foreclose the mortgage pursuant to Presidential Decree No. 385 (PD 385 or the
Mandatory Foreclosure Law) to prevent the interest and penalty charges from
accruing.
The CA held that the PNB effectively negated the principle of mutuality of
contracts when it increased the interest rates without the spouses Rocamoras
conformity. The CA also found the long delay in the foreclosure of the mortgage,
apparently a management lapse, prejudicial to the spouses Rocamoras interests and
contrary as well to law and justice. More importantly, the CA found insufficient evidence
to support the P206,297.47 deficiency claim; the banks testimonial and documentary
evidence did not support the deficiency claim that, moreover, was computed based on
bloated interest rates. The CA maintained these rulings despite the motion for
reconsideration PNB filed,hence, PNBs present recourse to this Court.

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