ASG Law

Tag: DBP

  • Right to Speedy Disposition of Cases: Nullifying COA Decisions for Undue Delay

    Dismissal Due to Delay: How the Right to Speedy Disposition Overturns COA Decisions

    G.R. No. 262193, February 06, 2024

    Imagine waiting over a decade for a government audit decision, the uncertainty looming over your finances and career. This was the reality for officials and employees of the Development Bank of the Philippines (DBP), whose case languished within the Commission on Audit (COA) for eleven long years. The Supreme Court, in a landmark decision, emphasized the importance of the constitutional right to a speedy disposition of cases, setting aside COA rulings due to the agency’s inexcusable delay.

    This case underscores a critical principle: government agencies must act with reasonable speed, or their decisions can be overturned, regardless of the underlying merits.

    Understanding the Legal Framework

    The Philippine Constitution guarantees every individual the right to a speedy disposition of their cases before all judicial, quasi-judicial, and administrative bodies. This right, enshrined in Section 16, Article III, ensures that justice is not unduly delayed. But what does “speedy” really mean in a legal context?

    Several factors determine whether this right has been violated, including:

    • The length of the delay
    • The reasons for the delay
    • The assertion or failure to assert the right
    • The prejudice caused by the delay

    The Supreme Court has consistently held that government agencies must resolve cases within a reasonable time. Section 7, Article IX(A) of the Constitution mandates that the COA shall decide any case or matter brought before it within 60 days from its submission for decision or resolution. Failure to do so without justifiable cause can lead to the nullification of their decisions.

    For example, if a taxpayer files an appeal with the Bureau of Internal Revenue (BIR) and the BIR takes five years to resolve it without providing a valid reason for the delay, the taxpayer can argue that their right to a speedy disposition of cases has been violated.

    Key provisions relevant to this case include:

    Section 16, Article III of the Constitution: “All persons shall have the right to a speedy disposition of their cases before all judicial, quasi-judicial, and administrative bodies.”

    Section 7, Article IX(A) of the Constitution: “Each Commission shall decide by a majority vote of all its Members, any case or matter brought before it within sixty days from the date of its submission for decision or resolution.”

    The DBP vs. COA Case: A Timeline of Delay

    The DBP case revolved around the disallowance of the payment of the money value of leave credits (MVLC) to DBP officials and employees, computed based on their gross monthly cash compensation. COA argued that MVLC should be based on basic pay only.

    Here’s a breakdown of the key events:

    • 2005: DBP issued Circular No. 10, authorizing the computation of MVLC based on gross monthly cash compensation.
    • 2007: COA issued Notices of Disallowance (NDs), covering the period from March to December 2005.
    • 2009: DBP appealed to the COA Cluster Director.
    • 2018: COA Commission Proper (CP) issued Decision No. 2018-197, partially granting the appeal but holding the DBP Board of Directors (BOD) and officials liable.
    • 2022: COA CP denied DBP’s motion for reconsideration in Decision No. 2022-072.

    The Supreme Court highlighted the significant delay in the resolution of the case. “The COA CP rendered the assailed Decision No. 2018-197 on January 30, 2018 or more than eight years from the submission of the Reply Memorandum. Likewise, the COA took its time in resolving DBP’s motion for reconsideration of the Decision No. 2018-197. DBP filed the motion on October 17, 2018 but it was only on January 24, 2022 or more than three years after the COA issued Decision No. 2022-072.”

    The Court emphasized the prejudice suffered by DBP and its employees: “For a total of 11 years, they were subjected to worry and distress that they might be liable to return P26,182,467.36 representing the disallowed amounts in the payment of the MVLC.”

    Ultimately, the Supreme Court granted DBP’s Motion for Partial Reconsideration, annulling and setting aside the COA decisions due to the violation of the constitutional right to a speedy disposition of cases.

    Practical Implications and Key Lessons

    This ruling sends a clear message to government agencies: undue delays in resolving cases can have serious consequences. It reinforces the importance of the constitutional right to a speedy disposition of cases and provides a legal basis for challenging agency decisions that are unreasonably delayed.

    The court ruling has the following practical implications:

    • Government agencies must prioritize the timely resolution of cases.
    • Affected parties should actively assert their right to a speedy disposition of cases by filing motions for resolution and other appropriate actions.
    • The ruling provides a legal basis for challenging agency decisions that are unreasonably delayed.

    Key Lessons:

    • Assert Your Rights: Actively pursue the resolution of your case and document all efforts to expedite the process.
    • Monitor Timelines: Be aware of the prescribed periods for government agencies to resolve cases.
    • Document Prejudice: Keep records of any financial or professional harm caused by the delay.

    Frequently Asked Questions

    What does “speedy disposition of cases” mean?

    It means that cases should be resolved by judicial, quasi-judicial, and administrative bodies without unreasonable or unnecessary delay. The determination of what is “speedy” depends on the circumstances of each case.

    What factors are considered in determining whether the right to speedy disposition of cases has been violated?

    The factors considered are the length of the delay, the reasons for the delay, the assertion or failure to assert the right, and the prejudice caused by the delay.

    What can I do if I believe my right to speedy disposition of cases has been violated?

    You can file motions for resolution, write letters to the agency, and, if necessary, file a petition for mandamus with the courts to compel the agency to act.

    Can a COA decision be overturned solely based on a violation of the right to speedy disposition of cases?

    Yes, as demonstrated in this case. If the delay is unreasonable and unjustified, the COA decision can be annulled and set aside.

    Does this ruling apply to all government agencies?

    Yes, the constitutional right to speedy disposition of cases applies to all judicial, quasi-judicial, and administrative bodies in the Philippines.

    What constitutes a reasonable justification for delay?

    A reasonable justification must be based on legitimate reasons, such as complex factual or legal issues, a heavy caseload, or unforeseen circumstances. The agency must provide evidence to support their claim.

    ASG Law specializes in administrative law and litigation, with expertise in handling cases involving government agencies like the COA. Contact us or email hello@asglawpartners.com to schedule a consultation.

  • Monetized Leave Credits: Can Government Banks Deviate from Standard Compensation Laws?

    Limits on Government Bank Autonomy: Understanding Compensation Rules for Monetized Leave Credits

    G.R. No. 262193, July 11, 2023

    Imagine a government employee expecting a certain amount for their accumulated leave credits, only to find out later that the computation was incorrect, and they might have to return a portion of it. This scenario highlights the complexities surrounding compensation in government financial institutions, specifically the Development Bank of the Philippines (DBP). This case delves into whether DBP can independently define ‘gross monthly compensation’ for monetized leave credits, or if it must adhere to standard government regulations.

    Legal Framework for Employee Compensation in the Philippines

    Employee compensation in the Philippines, particularly within government-owned or controlled corporations (GOCCs), is governed by a complex interplay of laws, rules, and regulations. While certain GOCCs may have specific charters granting them some autonomy in setting compensation, this autonomy is not absolute.

    The Salary Standardization Law (SSL) serves as a foundational framework, aiming to standardize salary rates across government agencies. Presidential Decree (P.D.) No. 1597 further mandates presidential review, through the Department of Budget and Management (DBM), of the position classification and compensation plans of agencies exempt from the Office of Compensation and Position Classification. Memorandum Order (M.O.) No. 20 reinforces this, requiring presidential approval for any salary or compensation increases in GOCCs and government financial institutions (GFIs) not in accordance with the SSL.

    Key provisions define the scope of permissible compensation. For instance, Section 13 of the DBP’s Revised Charter grants its Board of Directors (BOD) the power to fix the remuneration and other emoluments of its employees. However, this power is not unfettered. The charter also states that DBP should endeavor to make its system conform as closely as possible with the principles under the Compensation and Position Classification Act of 1989.

    Monetized Leave Credits (MLC) are governed by Civil Service Commission (CSC) rules and regulations. CSC Memorandum Circular No. 41, series of 1998, as amended, and DBM Budget Circular No. 2002-1 provide guidelines and formulas for calculating terminal leave benefits and MLC based on ‘monthly salary.’

    The case hinges on the interpretation of ‘monthly salary.’ Does it encompass only the basic pay, or can it include allowances and other benefits? The prevailing understanding, as practiced across government agencies, is that ‘monthly salary’ refers to the basic pay, excluding allowances/benefits.

    Section 13. Other Officers and Employees. – The Board of Directors shall provide for an organization and staff of officers and employees of the Bank and upon recommendation of the President of the Bank, fix their remunerations and other emoluments. All positions in the Bank shall be governed by the compensation, position classification system and qualification standards approved by the Board of Directors based on a comprehensive job analysis of actual duties and responsibilities. The compensation plan shall be comparable with the prevailing compensation plans in the private sector and shall be subject to periodic review by the Board of Directors once every two (2) years, without prejudice to yearly merit or increases based on the Bank’s productivity and profitability. The Bank shall, therefore, be exempt from existing laws, rules, and regulations on compensation, position classification and qualification standard. The Bank shall however, endeavor to make its system conform as closely as possible with the principles under Compensation and Position Classification Act of 1989 (Republic Act No. 6758, as amended).

    DBP vs. COA: The Battle Over Leave Credit Computation

    The Development Bank of the Philippines (DBP) issued Circular No. 10 in 2005, amending the computation of the money value of leave credits (MVLC) for its employees. Instead of using the ‘highest monthly salary received,’ DBP used the ‘gross monthly cash compensation,’ which included basic salary, allowances, and other benefits.

    This decision led to a disallowance by the Commission on Audit (COA), arguing that DBP’s computation was contrary to Civil Service Commission (CSC) regulations and Presidential Decree (P.D.) No. 1146, which defines ‘salary’ as basic pay excluding allowances.

    The case unfolded as follows:

    • 2005: DBP issued Circular No. 10, changing the basis for MVLC computation to ‘gross monthly cash compensation.’
    • 2006: COA issued an Audit Observation Memorandum (AOM), questioning the legality of DBP’s computation.
    • 2007: COA issued Notices of Disallowance (NDs) to DBP officers and employees, totaling P26,182,467.36.
    • 2009: COA Legal Services Sector (LSS) affirmed the NDs, ordering DBP officials to refund the excess payments.
    • 2018: COA Commission Proper (CP) partially granted DBP’s appeal, affirming the NDs but excusing passive recipients from refunding in good faith.
    • 2022: COA CP denied DBP’s motion for reconsideration, requiring all recipients to refund the disallowed amounts.

    DBP argued that its Revised Charter granted it the authority to fix employee compensation. DBP also claimed that a post-facto approval by then President Gloria Macapagal-Arroyo (PGMA) legitimized its compensation plan.

    However, the COA rejected these arguments, stating that DBP’s authority was subject to existing CSC, DBM, and COA regulations. The COA also deemed PGMA’s approval invalid because it was made within the prohibited period before the May 2010 elections.

    “The COA CP ruled that DBP’s authority to fix the remunerations and emoluments of its employees is subject to existing CSC, DBM, and COA laws, rules, and regulations.”

    “As to the liability for the refund of the disallowed MVLC, the COA CP held that the obligation falls upon: (1) the DBP BOD who approved Board Resolution No. 71 dated February 10, 2005 for without their authorization the payment of MVLC could not be made; and (2) DBP officials who approved the payment as they were performing discretionary functions.”

    Implications for Government Financial Institutions

    This case underscores that government financial institutions (GFIs), despite having some autonomy in compensation matters, are still bound by the broader framework of laws and regulations governing public sector compensation. The ruling clarifies that the term “monthly salary” for purposes of MLC calculations generally refers to basic pay, excluding allowances and other benefits, unless explicitly authorized by law.

    For instance, if Landbank, another government bank, were to implement a similar policy of including allowances in the computation of MVLC without proper authorization, they could face similar disallowances from the COA.

    The Supreme Court, however, recognized that the Commission on Audit (COA) violated DBP’s right to speedy disposition of cases. For a total of 11 years, they were subjected to worry and distress that they might be liable to return P26,182,467.36 representing the disallowed amounts in the payment of the MVLC.

    Key Lessons

    • Autonomy is Limited: GFIs must recognize that their autonomy in compensation matters is not absolute and is subject to existing laws and regulations.
    • Compliance is Key: Strict adherence to CSC and DBM guidelines is crucial in computing employee benefits like MLC.
    • Presidential Approval: Any deviations from standard compensation practices must have the proper presidential approval, obtained outside prohibited periods.

    Frequently Asked Questions

    Q: What is Monetized Leave Credit (MLC)?

    A: MLC is the payment in advance of the money value of an employee’s leave credits without actually going on leave.

    Q: What does ‘monthly salary’ mean for MLC computation?

    A: Generally, ‘monthly salary’ refers to the basic pay, excluding allowances and other benefits, unless explicitly authorized by law.

    Q: Can a GOCC independently define ‘monthly salary’ for MLC?

    A: No, GOCCs must adhere to existing CSC and DBM guidelines, even if their charter grants some autonomy in compensation matters.

    Q: What happens if a GOCC deviates from standard MLC computation?

    A: The COA may issue a Notice of Disallowance, requiring the responsible officers and employees to refund the excess payments.

    Q: Is presidential approval always enough to validate a compensation plan?

    A: No, presidential approval must be obtained outside the prohibited period before elections and must be in accordance with existing laws and regulations.

    Q: What is the liability of approving officers in case of disallowance?

    A: Approving and certifying officers who acted in good faith, in regular performance of official functions, and with the diligence of a good father of the family are not civilly liable to return the disallowed amount. However, those who acted in bad faith, malice, or gross negligence are solidarily liable to return the net disallowed amount.

    Q: What is the liability of recipients in case of disallowance?

    A: Recipients are liable to return the disallowed amounts respectively received by them unless they are able to show that the amounts they received were genuinely given in consideration of services rendered or the Court excuses them based on undue prejudice, social justice considerations, and other bona fide exceptions as it may determine on a case to case basis.

    Q: What factors are considered in determining whether a refund can be excused?

    A: The Court will evaluate the nature and purpose of the disallowed allowances and benefits, and consider the lapse of time between the receipt of the allowances and benefits, and the issuance of the notice of disallowance or any similar notice indicating its possible illegality or irregularity.

    ASG Law specializes in government regulations and compliance. Contact us or email hello@asglawpartners.com to schedule a consultation.

  • Ombudsman’s Discretion: Upholding Probable Cause Determinations in Anti-Graft Cases

    The Supreme Court affirmed the Ombudsman’s broad discretion in determining probable cause, particularly in cases involving alleged violations of the Anti-Graft and Corrupt Practices Act. The Court emphasized that it would only interfere with the Ombudsman’s findings if there was grave abuse of discretion, meaning the decision was made capriciously, whimsically, or arbitrarily. This ruling reinforces the principle of non-interference in the Ombudsman’s prosecutorial powers, underscoring the importance of respecting the expertise and judgment of the Office in evaluating complex financial transactions and assessing potential corruption.

    Behest Loans or Sound Banking? The Case of Continental Manufacturing

    This case revolves around the Presidential Commission on Good Government’s (PCGG) challenge to the Ombudsman’s dismissal of their complaint against several individuals involved in the approval of loans and guarantees to Continental Manufacturing Corporation (Continental Manufacturing) by the Development Bank of the Philippines (DBP). The PCGG argued that these loans were “behest loans,” essentially sweetheart deals granted under questionable circumstances, violating Republic Act No. 3019, the Anti-Graft and Corrupt Practices Act. The Ombudsman, however, found no probable cause to indict the respondents, leading the PCGG to file a petition for certiorari with the Supreme Court.

    The core of the issue lies in determining whether DBP’s actions constituted a breach of public trust or were simply exercises of sound business judgment, even if those judgments ultimately led to financial losses. The PCGG anchored its complaint on the findings of the Presidential Ad Hoc Fact-Finding Committee on Behest Loans (Committee on Behest Loans), which had identified the loans to Continental Manufacturing as having “positive characteristics of behest loans.” These characteristics included undercollateralization, undercapitalization of the borrower, and connections between the borrower and high-ranking government officials.

    The Supreme Court, however, sided with the Ombudsman, citing the wide latitude of discretion afforded to the Office in exercising its prosecutorial powers. The Court reiterated that it would only reverse the Ombudsman’s finding of probable cause if there was grave abuse of discretion, which means a “capricious and whimsical” exercise of judgment or power amounting to a lack or excess of jurisdiction. The Court emphasized that the Ombudsman’s act must be “so patent and gross as to amount to an evasion of positive duty or to a virtual refusal to perform the duty enjoined or to act at all in contemplation of law.”

    In its analysis, the Supreme Court scrutinized the evidence presented by the PCGG, particularly the 17th Fortnightly Report of the Committee on Behest Loans. While acknowledging the Committee’s expertise, the Court noted that the Ombudsman had not acted with grave abuse of discretion in finding the report’s generalizations insufficient to establish probable cause. The Court underscored that the Ombudsman had thoroughly reviewed DBP’s explanation for granting the loans, which included the goal of rehabilitating Continental Manufacturing and preventing significant job losses.

    Furthermore, the Court highlighted DBP’s documentation of the loans, including the terms and conditions attached to the credit facilities and guarantees. These documents demonstrated that DBP had conducted extensive evaluations of Continental Manufacturing’s financial situation and had imposed safeguards to protect its interests. Specifically, the Office Correspondences showed that the grant of the questioned loans had been subject to extensive evaluations, several terms and conditions, and the capacity of Continental Manufacturing to earn.

    The Court cited several key pieces of evidence that supported the Ombudsman’s decision. For instance, a DBP Office Correspondence dated March 10, 1981, outlined the reasons for granting a P28 million credit facility to Continental Manufacturing:

    Cognizant of the fact that several business enterprises and industries are dependent on CMC for their acrylic yarn requirements and considering that these industries are capable of generating foreign exchange earnings of about $250 million annually, DBP has to take a very active part in sustaining CMC’s … operations.

    This correspondence indicated that DBP’s decision was based on broader economic considerations, not simply a desire to favor Continental Manufacturing. The Court also pointed to the conditions attached to the approval of the P28 million credit facility, which included:

    1. Implementation of the proposed accommodation shall be subject to the signing by DBP, CMC and CMC’s creditors of the Memorandum of Agreement … covering the recovery payment priority of CMC’s obligations.
    2. Above DBP guarantees shall be secured as follows: a. By a first mortgage on the assets mentioned under Item II.1 above. b. By the joint and several signatures with CMC of Messrs. Donald Deel and Rufino Dee Un Hong; … c. Assignment to DBP of the companies’ … export sales proceeds in amounts sufficient to meet the firm’s yearly amortization on the loans. d. By pledge and/or open end mortgage on inventory worth not less than, 40 million (P28 million for CMC and 12 million … for RTMC), consisting of finished goods and raw materials. The inventories will have to be maintained at above level and shall be kept in warehouses to be guarded whenever necessary by DBP’s own security guards and/or DBP designated security agencies whose compensation shall be borne by CMC and RTMC.

    These conditions demonstrated that DBP had taken steps to secure its investment and mitigate the risks associated with the loan. Further, the Court noted that DBP’s decision to guarantee Continental Manufacturing’s loan from Citibank was based on a strategic assessment of the situation. An Office Correspondence dated October 6, 1982, explained that Citibank was willing to hold off on foreclosure if DBP agreed to issue a guarantee, and that in exchange, Citibank would surrender all mortgaged properties to DBP.

    The Supreme Court also addressed the elements of the offenses under Section 3(e) and (g) of the Anti-Graft and Corrupt Practices Act. To be found guilty under Section 3(e), a public officer must have caused undue injury to the government or given unwarranted benefits to a private party through manifest partiality, evident bad faith, or gross inexcusable negligence. Under Section 3(g), a public officer must have entered into a contract or transaction on behalf of the government that was manifestly and grossly disadvantageous to the government.

    In this case, the Court found no evidence that the respondents had acted with manifest partiality, evident bad faith, or gross inexcusable negligence. The Court also noted that Continental Manufacturing had eventually settled its obligations to DBP, which further undermined the PCGG’s claim of undue injury to the government. As the Supreme Court has previously held in Presidential Commission on Good Government v. Office of the Ombudsman, there is no element of manifest partiality, evident bad faith, or gross inexcusable negligence when the questioned loans were approved after a careful evaluation and study.

    Moreover, the Supreme Court has emphasized that Section 3, paragraphs (e) and (g) of Republic Act No. 3019 should not be interpreted in such a way that they will prevent Development Bank, through its managers, to take reasonable risks in relation to its business. Therefore, the Court upheld the Ombudsman’s dismissal of the PCGG’s complaint, finding that the Office had not acted with grave abuse of discretion in determining that there was no probable cause to charge the respondents with violating the Anti-Graft and Corrupt Practices Act.

    FAQs

    What was the key issue in this case? The key issue was whether the Ombudsman gravely abused its discretion in dismissing the PCGG’s complaint alleging that loans granted to Continental Manufacturing were behest loans in violation of the Anti-Graft and Corrupt Practices Act.
    What are “behest loans”? “Behest loans” are essentially sweetheart deals granted under questionable circumstances, often involving undercollateralization, undercapitalization of the borrower, and connections between the borrower and high-ranking government officials.
    What is the standard of review for the Ombudsman’s decisions? The Supreme Court will only reverse the Ombudsman’s finding of probable cause if there is grave abuse of discretion, meaning a “capricious and whimsical” exercise of judgment or power amounting to a lack or excess of jurisdiction.
    What evidence did the PCGG present to support its claim? The PCGG primarily relied on the 17th Fortnightly Report of the Committee on Behest Loans, which identified the loans to Continental Manufacturing as having “positive characteristics of behest loans.”
    What reasons did the DBP give for granting the loans? DBP explained that the loans were granted to rehabilitate Continental Manufacturing, prevent significant job losses, and sustain industries dependent on Continental Manufacturing’s products.
    What safeguards did DBP put in place when granting the loans? DBP imposed various terms and conditions, including collateral requirements, personal guarantees, and assignment of export proceeds to secure the loans.
    Did Continental Manufacturing eventually repay its obligations to DBP? Yes, Continental Manufacturing eventually settled its obligations to DBP, which further undermined the PCGG’s claim of undue injury to the government.
    What is required to prove a violation of Section 3(e) of the Anti-Graft and Corrupt Practices Act? To prove a violation of Section 3(e), it must be shown that a public officer caused undue injury to the government or gave unwarranted benefits to a private party through manifest partiality, evident bad faith, or gross inexcusable negligence.
    What is required to prove a violation of Section 3(g) of the Anti-Graft and Corrupt Practices Act? To prove a violation of Section 3(g), it must be shown that a public officer entered into a contract or transaction on behalf of the government that was manifestly and grossly disadvantageous to the government.

    The Supreme Court’s decision reinforces the principle of respecting the Ombudsman’s discretion in determining probable cause, especially in complex financial cases. While the PCGG sought to hold individuals accountable for alleged irregularities in the granting of loans, the Court found that the evidence presented was insufficient to overcome the presumption of regularity in the Ombudsman’s actions and the business judgment rule exercised by the Development Bank of the Philippines.

    For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

    Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
    Source: Presidential Commission on Good Government vs. Honorable Ombudsman Ma. Merceditas N. Gutierrez, G.R. No. 193398, June 03, 2019

  • Unjust Enrichment: DBP Ordered to Pay for Shares Despite Lack of Perfected Sale

    In a significant ruling, the Supreme Court affirmed the decision ordering the Development Bank of the Philippines (DBP) to pay Ben Medrano for shares of stock it retained, even though a formal contract of sale was never perfected. The Court found that DBP’s retention of the shares without payment constituted unjust enrichment, highlighting the principle that one party cannot unjustly benefit at the expense of another. This decision underscores the importance of equitable considerations in contractual dealings and clarifies the obligations of parties when negotiations fall short of a complete agreement.

    DBP’s Retention: A Case of Unjust Enrichment in Failed Stock Sale

    This case revolves around Ben Medrano’s attempt to sell his shares in Paragon Paper Industries, Inc. to DBP in 1980. DBP sought to consolidate its ownership in Paragon, and Medrano, then President and General Manager, was tasked to convince minority stockholders to sell their shares at P65.00 per share. Medrano successfully persuaded most, including himself, to agree. DBP’s Board approved the sale under Resolution No. 4270, subject to conditions, including the surrender of 57,596 shares and written conformity from all parties within 45 days.

    Medrano delivered his 37,681 shares, but DBP did not pay him. DBP argued that the conditions in Resolution No. 4270 were not fulfilled, as some minority stockholders refused to sell, leading to the cancellation of the sale. Medrano then filed a complaint for specific performance and damages. The legal battle culminated in the Supreme Court, which had to determine whether DBP’s actions constituted a breach of contract or unjust enrichment.

    The Court acknowledged that a contract of sale requires a meeting of the minds on the object and the price, as stipulated in Article 1475 of the Civil Code. Furthermore, the acceptance of an offer must be absolute and unqualified. The Supreme Court referenced previous cases to reinforce these principles. Citing Traders Royal Bank v. Cuison Lumber Co., Inc., the Court reiterated that an acceptance must be identical to the offer to produce consent. Similarly, in Manila Metal Container Corporation v. Philippine National Bank, the Court noted that any modification or variation from the terms of the offer annuls the offer.

    In this case, DBP’s conditional acceptance of Medrano’s offer meant that a perfected contract of sale never came into existence. The Supreme Court agreed with DBP that Article 1545 of the Civil Code, which deals with obligations in a contract of sale, did not apply since there was no perfected contract. Article 1545 states:

    ART. 1545. Where the obligation of either party to a contract of sale is subject to any condition which is not performed, such party may refuse to proceed with the contract or he may waive performance of the condition. If the other party has promised that the condition should happen or be performed, such first mentioned party may also treat the nonperformance of the condition as a breach of warranty.

    However, the absence of a perfected contract did not absolve DBP of all obligations. The Court emphasized that DBP accepted Medrano’s shares as partial fulfillment of the conditions but then retained them without payment. The Supreme Court then invoked the principle of unjust enrichment, stating that DBP’s act of keeping the shares without paying for them constituted unjust enrichment. As highlighted in Car Cool Philippines, Inc. v. Ushio Realty and Development Corporation:

    …”[t]here is unjust enrichment when a person unjustly retains a benefit to the loss of another, or when a person retains money or property of another against the fundamental principles of justice, equity and good conscience.” Article 22 of the Civil Code provides that “[e]very person who through an act of performance by another, or any other means, acquires or comes into possession of something at the expense of the latter without just or legal ground, shall return the same to him.”

    The Court determined that DBP had no legal or just reason to retain Medrano’s shares, especially after it became clear that the conditions for the sale would not be met. Retaining Medrano’s shares without compensation was deemed unfair and inequitable, especially considering the length of time that had passed. This underscores the application of equitable principles even in the absence of a formal contractual agreement. The facts reveal DBP did not buy shares from Medrano; Medrano did not voluntarily donate his shares and DBP was not holding the shares for safe keeping.

    The Supreme Court also upheld the award of attorney’s fees to Medrano, citing Article 2208 of the Civil Code. This article allows for attorney’s fees when a claimant is compelled to litigate due to an unjustified act or omission by the opposing party. Medrano was forced to litigate to recover his shares because DBP refused to pay for or return them. The Court noted that DBP’s unjustified refusal to pay and failure to provide an explanation indicated bad faith, justifying the award of attorney’s fees to Medrano.

    FAQs

    What was the key issue in this case? The central issue was whether DBP was obligated to pay Medrano for shares it retained, despite the absence of a perfected contract of sale. The Court focused on whether DBP’s retention of the shares constituted unjust enrichment.
    Why was there no perfected contract of sale? The contract was not perfected because DBP’s acceptance of Medrano’s offer was conditional, requiring the fulfillment of certain conditions. Since these conditions were not fully met, there was no absolute and unqualified acceptance, preventing the formation of a contract.
    What is unjust enrichment? Unjust enrichment occurs when one party benefits unfairly at the expense of another without any legal or just ground. This principle is enshrined in Article 22 of the Civil Code, requiring the return of the benefit to the disadvantaged party.
    How did the Court apply the principle of unjust enrichment in this case? The Court found that DBP unjustly benefited by retaining Medrano’s shares without paying for them, even though the sale was not perfected. DBP’s retention of the shares deprived Medrano of his property without compensation.
    Why was DBP ordered to pay Medrano? DBP was ordered to pay Medrano to prevent unjust enrichment. The Court deemed it unfair for DBP to retain the shares without compensating Medrano, thus requiring payment for the value of the shares.
    What are attorney’s fees, and why were they awarded in this case? Attorney’s fees are the expenses incurred for legal representation. They were awarded to Medrano because he was compelled to litigate to protect his rights due to DBP’s unjustified refusal to pay for or return his shares.
    What is the significance of DBP’s acceptance of the shares? DBP’s acceptance of the shares as partial fulfillment of the conditions implied an intention to proceed with the sale, even though the conditions were not fully met. This action was later used to support the claim of unjust enrichment when DBP retained the shares without payment.
    Can the principle of unjust enrichment apply even if there is no formal contract? Yes, the principle of unjust enrichment can apply even in the absence of a formal contract. It is based on equitable considerations, preventing one party from unfairly benefiting at the expense of another, regardless of contractual obligations.

    This case underscores the application of equitable principles in commercial transactions, particularly when negotiations do not result in a perfected contract. The ruling emphasizes the importance of fair dealing and prevents parties from unjustly benefiting from the actions of others. It serves as a reminder that even in the absence of a formal agreement, parties have a duty to act in good faith and avoid unjust enrichment.

    For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

    Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
    Source: Development Bank of the Philippines vs. Ben P. Medrano and Privatization Management Office, G.R. No. 167004, February 07, 2011

  • Behest Loans and Ombudsman’s Discretion: Balancing Justice and Due Process in Government Transactions

    The Supreme Court has affirmed the Ombudsman’s discretionary power to dismiss criminal complaints if the evidence is insufficient to establish probable cause, even in cases involving alleged behest loans. This decision emphasizes the Court’s policy of non-interference in the Ombudsman’s investigative and prosecutorial functions unless there are compelling reasons to do so. It highlights the importance of thorough investigation and due process, ensuring that prosecutions are based on solid evidence rather than mere allegations.

    From Loan to Loss: Can Government Mismanagement Translate to Criminal Liability?

    This case revolves around loans extended by the Development Bank of the Philippines (DBP) to Midland Cement Corporation (Midland Cement) between 1968 and 1982. The Presidential Ad Hoc Fact-Finding Committee on Behest Loans (Ad Hoc Committee) alleged that these loans were “behest loans,” characterized by being undercollateralized, the borrower corporation being undercapitalized, and other factors indicating undue government favor. The Ad Hoc Committee filed a complaint with the Ombudsman against several individuals, including officers of Midland Cement and members of the DBP Board of Governors, alleging violations of Republic Act (R.A.) No. 3019, also known as the Anti-Graft and Corrupt Practices Act. Specifically, violations of Section 3(e) and (g) were cited. This legal battle raises the question of whether poor business decisions and substantial financial losses to the government are enough to warrant criminal prosecution, or if more direct evidence of corrupt practices is required.

    The Ombudsman initially found probable cause but later dismissed the complaint based on prescription and, eventually, on insufficiency of evidence. The Ad Hoc Committee challenged the dismissal, arguing that the Ombudsman had abused his discretion by reversing his initial finding. The Supreme Court, however, upheld the Ombudsman’s decision, reinforcing the principle of non-interference in the Ombudsman’s discretionary powers. The Court emphasized that the Ombudsman’s assessment of evidence and determination of probable cause are generally beyond judicial review, absent a showing of grave abuse of discretion. It acknowledged that prescription is reckoned from the discovery of the offense, but focused primarily on the determination that the evidence did not establish a prima facie case against the respondents.

    Section 3(e) of R.A. Act No. 3019 outlines the elements that must be proven to establish a violation: (1) the accused are public officers or private persons in conspiracy with them; (2) the public officers commit prohibited acts during their official duties; (3) they cause undue injury to any party; (4) such injury is caused by giving unwarranted benefits or preference; and (5) the public officers acted with manifest partiality, evident bad faith, or gross inexcusable negligence. Similarly, Section 3(g) requires proving that (1) the accused is a public officer; (2) he entered into a contract on behalf of the government; and (3) the contract is grossly and manifestly disadvantageous to the government.

    The Court distinguished between the period before and after DBP acquired majority ownership of Midland Cement. Before the takeover, there was a potential for liability under both Section 3(e) and 3(g). After the takeover, only Section 3(g) violations were theoretically possible. The element of giving unwarranted benefits or preference under Section 3(e) was no longer present once DBP owned Midland Cement. In such instances, the infusion of fresh capital by DBP was reasonably seen as an attempt to salvage its investment. The Court recognized that prima facie evidence, sufficient to support a finding of guilt in the absence of contrary evidence, must exist to warrant a criminal prosecution.

    The Court deferred to the Ombudsman’s findings that the initial loan was adequately secured and that subsequent loans were attempts by DBP to protect its own interests after acquiring ownership of Midland Cement. It underscored the mandate of DBP to provide credit facilities for the development of agriculture and industry. Sustaining losses from unsuccessful loan transactions, alone, does not warrant criminal liability. Deliberate dispensation of favors or relaxation of regulations must be evident for prosecution. The Court ultimately concluded that the Ombudsman did not err in finding insufficient evidence to establish probable cause for violation of R.A. No. 3019.

    FAQs

    What is a behest loan? A behest loan is a loan granted under terms exceptionally favorable to the borrower, often involving cronies or political allies, and detrimental to the lending institution and the public.
    What were the specific charges against the respondents? The respondents were accused of violating Sections 3(e) and 3(g) of R.A. No. 3019 (Anti-Graft and Corrupt Practices Act), involving causing undue injury to the government and entering into grossly disadvantageous contracts.
    Why did the Ombudsman dismiss the initial complaint? The Ombudsman initially considered dismissing the complaint based on prescription but later dismissed it due to the insufficiency of evidence after reviewing additional documents.
    What role did the DBP play in this case? The DBP extended loans to Midland Cement and eventually became the majority owner of the corporation, leading to further financial transactions aimed at protecting its investment.
    What is the significance of DBP’s takeover of Midland Cement? The takeover changed the nature of subsequent loan transactions. The loans shifted from benefiting a private corporation to DBP acting in its own financial interest, influencing the evaluation of whether the loans violated anti-graft laws.
    What legal principle did the Supreme Court emphasize in its decision? The Supreme Court emphasized its policy of non-interference in the Ombudsman’s exercise of investigatory and prosecutorial powers unless there is grave abuse of discretion.
    What is the standard of evidence required for prosecuting a case under R.A. 3019? A prima facie case must be established, meaning there must be sufficient evidence to support a finding of guilt in the absence of contrary evidence.
    What factors did the Ombudsman consider in determining the insufficiency of evidence? The Ombudsman considered that the initial loan was sufficiently collateralized and that the subsequent loans were approved by DBP in its capacity as the owner of Midland Cement.

    This case serves as a reminder that the prosecution of government officials for alleged irregularities requires solid evidence of corrupt intent, not just financial losses. The Ombudsman’s discretion is paramount, reflecting the importance of protecting the independence of this office in ensuring government accountability. The ruling also underscores the challenges in retroactively assessing the legality of business decisions made decades ago, especially when economic circumstances and institutional roles have evolved.

    For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

    Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
    Source: PRESIDENTIAL AD HOC FACT- FINDING COMMITTEE ON BEHEST LOANS AND/OR PRESIDENTIAL COMMISSION ON GOOD GOVERNMENT (PCGG) vs. HON. ANIANO DESIERTO, G.R. No. 147723, August 22, 2008

  • Execution of Judgment: The Writ Must Mirror the Decision’s Terms

    The Supreme Court ruled that a writ of execution must strictly adhere to the terms of the judgment it seeks to enforce; any deviation renders the writ null and void. In Development Bank of the Philippines vs. Union Bank of the Philippines, the Court emphasized the necessity of conformity between a court’s decision and the writ of execution to protect against the deprivation of property without due process, ensuring the enforcement accurately reflects the liabilities and conditions stipulated in the original judgment. This principle guarantees fairness and upholds the integrity of judicial outcomes.

    Delayed Rent, Delayed Justice: How Contingent Obligations Affect Judgment Execution

    This case arose from a complaint filed by Union Bank against DBP for the collection of monthly rentals and damages, linked to a lease agreement between DBP and Foodmasters. DBP, in turn, filed a third-party complaint against Foodmasters. After several appeals, the Court of Appeals rendered a decision stating that Foodmasters should pay DBP for unpaid rentals, and DBP, after receiving payment from Foodmasters, should remit 30% of that amount to Union Bank. The Supreme Court initially denied petitions from both DBP and Union Bank, making the Court of Appeals’ decision final.

    Following this, Union Bank moved for execution, requesting that DBP be ordered to pay 30% of the unpaid rentals, while DBP sought a writ of execution against Foodmasters. The trial court granted both motions. However, DBP contested the Order of Execution, arguing that it altered the original decision. The Court of Appeals dismissed DBP’s petition for certiorari, leading to the Supreme Court appeal. This case highlights a critical question: Can a writ of execution compel action different from the specific, conditional terms outlined in a final and executory judgment?

    The Supreme Court found merit in DBP’s petition, underscoring that a writ of execution must strictly conform to the dispositive portion of the decision it seeks to enforce. A writ cannot vary or exceed the terms of the judgment; if it does, it is deemed null and void. This principle protects against the deprivation of property without due process. The Court identified significant variances between the Court of Appeals’ decision, the Order of Execution, and the issued Writ of Execution.

    The appellate court’s decision provided a two-step process: first, Foodmasters had to satisfy its lease obligation to DBP, then, DBP was to remit 30% of that amount to Union Bank after Foodmasters’ obligation had been satisfied. In contrast, the Writ of Execution from the trial court demanded satisfaction of the decision from the “obligors” without specifying who they were, the amount due from each, or the order in which they should be proceeded against. This vagueness and deviation from the original judgment were deemed critical flaws.

    The Court emphasized that the Writ of Execution was unenforceable because it varied the terms of the Court of Appeals’ decision. It erroneously called for a single, immediate payment without regard to the conditional framework established by the appellate court, which required Foodmasters to pay DBP first. This misalignment between the decision and the writ rendered the latter a nullity.

    The trial court incorrectly interpreted the Court of Appeals’ decision by emphasizing dates that it found irrelevant to the proper execution of the decision. The appellate court’s decision did not grant DBP any specific period to fulfill obligations to Union Bank arising from contracts in 1979. Rather, the complaint involved the collection of rentals, interests, and other charges, not the entirety of DBP’s obligations. The Supreme Court stressed that the dates were immaterial to the obligation which was triggered by Foodmasters paying DBP first.

    The Supreme Court clarified that the Court of Appeals’ decision settled only the issue of liability for rentals and associated charges as of June 30, 1987. The decision linked DBP’s obligation to Union Bank to the prior payment by Foodmasters, thus making DBP’s obligation contingent. Since DBP’s liability for the principal debt, if any, should be addressed in separate proceedings, it was an error to construe the appellate court’s decision as a definitive determination of all of DBP’s obligations.

    As a result, the Supreme Court nullified the trial court’s Orders and Writ of Execution, ordering the case to be remanded to the Regional Trial Court. The RTC was tasked to direct Union Bank to release all funds received under the void Writ of Execution. The Court also directed the RTC to issue a new Writ of Execution against Foodmasters in line with the Court of Appeals’ original decision. This ensures that the execution process aligns precisely with the liabilities and conditions as originally adjudged.

    FAQs

    What was the key issue in this case? The central issue was whether the writ of execution conformed to the final and executory decision of the Court of Appeals. The Supreme Court focused on the variances between the decision’s terms and the writ, particularly regarding contingent payment obligations.
    Why did the Supreme Court nullify the Writ of Execution? The Writ was nullified because it varied from the dispositive portion of the Court of Appeals’ decision. The appellate court stated that payment to Union Bank was contingent upon Foodmasters first paying DBP, a condition not reflected in the Writ.
    What was the two-step process outlined in the Court of Appeals’ decision? First, Foodmasters had to pay DBP the unpaid rentals. Second, only after DBP received this payment, were they required to remit 30% of that amount to Union Bank.
    What did the trial court do wrong? The trial court erred in issuing a Writ of Execution that did not distinguish between the obligations of Foodmasters and DBP. The trial court should have issued a separate Writ directing Foodmasters to pay DBP.
    Why were the dates mentioned by the trial court irrelevant? The dates referenced by the trial court pertained to DBP’s general obligations under separate contracts, and not specifically to the lease rentals at issue in the case. DBP’s payment was contingent on prior payment by Foodmasters
    What is the implication of this ruling? This ruling reinforces the principle that a writ of execution must strictly adhere to the terms of the underlying judgment. Deviations, especially those altering the order of obligations, render the writ invalid.
    What will happen to the funds already garnished and released to Union Bank? The Supreme Court directed Union Bank to release all funds they had received because they were paid under the defective Writ of Execution. These funds will have to be paid again when the process is followed correctly.
    What is the role of the Regional Trial Court moving forward? The Regional Trial Court (RTC) was tasked to direct Union Bank to release all funds received and issue a new Writ of Execution specifically targeting Foodmasters, adhering to the conditions set forth by the Court of Appeals’ original ruling.

    The Supreme Court’s decision serves as a crucial reminder that writs of execution must precisely mirror the terms of the judgments they seek to enforce, emphasizing the need for strict compliance to protect due process rights. This ruling underscores the importance of clearly defined obligations and adherence to conditional frameworks in judicial executions, ensuring fairness and legal integrity.

    For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

    Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
    Source: Development Bank of the Philippines vs. Union Bank of the Philippines, G.R. No. 155838, January 13, 2004

  • Conditional Sales and Agrarian Reform: Protecting Contractual Obligations

    Protecting Contractual Rights: Conditional Sales vs. Agrarian Reform

    G.R. No. 118180, September 20, 1996

    Imagine entering into a contract to buy a piece of land, diligently making payments for years, only to be told that the deal is off because of a new law. This is the predicament faced by the private respondents in this case, highlighting the tension between contractual obligations and agrarian reform. The Supreme Court’s decision clarifies the limits of agrarian reform laws and their impact on pre-existing contracts, ensuring that individuals who fulfill their contractual obligations are protected.

    This case revolves around a Deed of Conditional Sale entered into between the Development Bank of the Philippines (DBP) and private respondents. DBP, having acquired the land through foreclosure, agreed to reconvey it to the original owners upon full payment. After the respondents completed their payments, DBP refused to execute the final deed of sale, citing the Comprehensive Agrarian Reform Law (CARL) and subsequent executive orders. The central legal question is whether these agrarian reform laws could retroactively invalidate a pre-existing conditional sale agreement.

    Understanding Conditional Sales and Agrarian Reform

    A conditional sale is a contract where the transfer of ownership is contingent upon the fulfillment of a specific condition, typically the full payment of the purchase price. Until the condition is met, the seller retains ownership of the property. However, upon fulfillment of the condition, the buyer acquires the right to demand the final transfer of ownership.

    Agrarian reform laws, such as the Comprehensive Agrarian Reform Law (CARL) or Republic Act 6657, aim to redistribute agricultural land to landless farmers. These laws often impose restrictions on the sale, transfer, or disposition of agricultural lands to prevent landowners from circumventing the agrarian reform program. Executive Order 407 mandates government instrumentalities, including financial institutions like DBP, to transfer suitable agricultural landholdings to the Department of Agrarian Reform (DAR).

    The relevant provision of CARL is Section 6, particularly the fourth paragraph:

    “Upon the effectivity of this Act, any sale disposition, lease, management contract or transfer of possession of private lands executed by the original landowner in violation of this act shall be null and void; Provided, however, that those executed prior to this act shall be valid only when registered with the Register of Deeds after the effectivity of this Act. Thereafter, all Register of Deeds shall inform the DAR within 320 days of any transaction involving agricultural lands in excess of five hectares.”

    This provision restricts the ability of original landowners to transfer agricultural land in violation of the CARL. However, its applicability to entities like DBP, which acquired the land through foreclosure, is a key point of contention.

    For instance, imagine a farmer selling his land after the effectivity of CARL to avoid land reform. This sale would likely be void. However, a bank selling foreclosed land under a pre-existing agreement presents a different scenario.

    The Case Unfolds: From Conditional Sale to Legal Dispute

    The story begins with the Carpio family, who owned a parcel of agricultural land. They mortgaged the land to DBP, but unfortunately, they defaulted on their loan, leading to foreclosure. DBP became the owner of the land after the auction sale.

    However, in 1984, DBP and the Carpios entered into a Deed of Conditional Sale, agreeing that the Carpios could repurchase the land. The agreement stipulated a down payment and subsequent quarterly installments. The Carpios diligently fulfilled their financial obligations, completing the payments by April 6, 1990.

    When the Carpios requested the execution of the final deed of sale, DBP refused, citing CARL and E.O. 407, arguing that transferring the land would violate agrarian reform laws. This refusal led the Carpios to file a complaint for specific performance with damages in the Regional Trial Court (RTC) of Ozamis City.

    The case proceeded through the following key stages:

    • Regional Trial Court (RTC): The RTC ruled in favor of the Carpios, ordering DBP to execute the deed of sale, finding that the agrarian reform laws did not apply retroactively to the conditional sale agreement.
    • Court of Appeals (CA): DBP appealed to the CA, but the appellate court affirmed the RTC’s decision, emphasizing that the Carpios had fulfilled their obligations under the contract before the effectivity of E.O. 407.
    • Supreme Court (SC): DBP then elevated the case to the Supreme Court, maintaining its position that the agrarian reform laws rendered its obligation impossible to perform.

    The Supreme Court, in its decision, emphasized the importance of upholding contractual obligations:

    “We reject petitioner’s contention as we rule – as the trial court and CA have correctly ruled – that neither Sec. 6 of Rep. Act 6657 nor Sec. 1 of E.O. 407 was intended to impair the obligation of contract petitioner had much earlier concluded with private respondents.”

    The Court further clarified that Section 6 of CARL primarily targets sales by the original landowner, which DBP was not in this case.

    “More specifically, petitioner cannot invoke the last paragraph of Sec. 6 of Rep. Act 6657 to set aside its obligations already existing prior to its enactment. In the first place, said last paragraph clearly deals with ‘any sale, lease, management contract or transfer or possession of private lands executed by the original land owner.’”

    What This Means for Future Cases: Practical Implications

    This ruling reinforces the principle that agrarian reform laws should not be applied retroactively to impair pre-existing contractual obligations. It provides clarity for financial institutions and individuals involved in conditional sales agreements concerning agricultural land.

    For businesses and individuals, this case offers the following practical advice:

    • Honor Existing Contracts: Parties should strive to fulfill their obligations under valid contracts, even in light of new laws or regulations, unless those laws explicitly provide for retroactive application.
    • Seek Legal Advice: When faced with conflicting legal obligations, consult with a legal professional to determine the best course of action.
    • Document Everything: Maintain thorough records of all transactions, agreements, and payments to protect your rights in case of a dispute.

    Key Lessons:

    • Agrarian reform laws are generally not intended to invalidate contracts entered into before their enactment.
    • The specific wording of agrarian reform laws, particularly concerning restrictions on land transfers, must be carefully examined to determine their applicability.
    • Courts will generally uphold contractual obligations unless there is a clear and compelling reason to set them aside.

    Frequently Asked Questions

    Q: Does the CARL automatically invalidate all sales of agricultural land?

    A: No. The CARL primarily targets sales by the original landowner that violate the retention limits and other provisions of the law. It does not automatically invalidate all sales, especially those made pursuant to pre-existing contracts or by entities like banks that acquired the land through foreclosure.

    Q: What happens if a conditional sale agreement is entered into after the effectivity of the CARL?

    A: The validity of such an agreement would depend on whether it complies with the provisions of the CARL, including the retention limits and restrictions on land transfers. If the sale violates the CARL, it may be declared null and void.

    Q: Can the government take private land for agrarian reform purposes?

    A: Yes, but only through due process of law and with just compensation paid to the landowner. The CARL provides for the acquisition of private agricultural land for redistribution to landless farmers, but landowners are entitled to fair compensation for their property.

    Q: What is the role of the Department of Agrarian Reform (DAR) in these cases?

    A: The DAR is responsible for implementing the CARL and determining which lands are subject to agrarian reform. It also resolves disputes between landowners and farmer-beneficiaries. Register of Deeds are mandated to inform the DAR of transactions involving agricultural lands in excess of five hectares.

    Q: What should I do if I am involved in a dispute over agricultural land?

    A: It is essential to seek legal advice from a qualified attorney who specializes in agrarian law. An attorney can review your case, advise you on your rights and obligations, and represent you in any legal proceedings.

    ASG Law specializes in Agrarian Law and Real Estate Law. Contact us or email hello@asglawpartners.com to schedule a consultation.