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IMIDC VS NLRC 331 SCRA 640

SECOND DIVISION[G.R. No. 101723. May 11, 2000]INDUSTRIAL MANAGEMENT INTERNATIONAL DEVELOPMENT CORP. (INIMACO),petitioner, vs.NATIONAL LABOR RELATIONS COMMISSION, (Fourth Division) Cebu City, and ENRIQUE SULIT, SOCORRO MAHINAY, ESMERALDO PEGARIDO, TITA BACUSMO, GINO NIERE, VIRGINIA BACUS, ROBERTO NEMENZO, DARIO GO, and ROBERTO ALEGARBES,respondents.D E C I S I O NBUENA,J.:This is a petition forcertiorariassailing the Resolution dated September 4, 1991 issued by the National Labor Relations Commission in RAB-VII-0711-84 on the alleged ground that it committed a grave abuse of discretion amounting to lack of jurisdiction in upholding the Alias Writ of Execution issued by the Labor Arbiter which deviated from the dispositive portion of the Decision dated March 10, 1987, thereby holding that the liability of the six respondents in the case below is solidary despite the absence of the word "solidary" in the dispositive portion of the Decision, when their liability should merely be joint.S-jcjThe factual antecedents are undisputed:Supr-emeIn September 1984, private respondent Enrique Sulit, Socorro Mahinay, Esmeraldo Pegarido, Tita Bacusmo, Gino Niere, Virginia Bacus, Roberto Nemenzo, Dariogo, and Roberto Alegarbes filed a complaint with the Department of Labor and Employment, Regional Arbitration Branch No. VII in Cebu City against Filipinas Carbon Mining Corporation, Gerardo Sicat, Antonio Gonzales, Chiu Chin Gin, Lo Kuan Chin, and petitioner Industrial Management Development Corporation (INIMACO), for payment of separation pay and unpaid wages.Sc-jjIn a Decision dated March 10, 1987, Labor Arbiter Bonifacio B. Tumamak held that:"RESPONSIVE, to all the foregoing, judgment is hereby entered, ordering respondents Filipinas Carbon and Mining Corp. Gerardo Sicat, Antonio Gonzales/Industrial Management Development Corp. (INIMACO), Chiu Chin Gin and Lo Kuan Chin, to pay complainants Enrique Sulit, the total award of P82,800.00; ESMERALDO PEGARIDO the full award of P19,565.00; Roberto Nemenzo the total sum of P29,623.60 and DARIO GO the total award of P6,599.71, or the total aggregate award of ONE HUNDRED THIRTY-EIGHT THOUSAND FIVE HUNDRED EIGHTY-EIGHT PESOS AND 31/100 (P138,588.31) to be deposited with this Commission within ten (10) days from receipt of this Decision for appropriate disposition. All other claims are hereby Dismiss (sic) for lack of merit.Jjs-c"SO ORDERED."Cebu City, Philippines."10 March 1987."0[1]No appeal was filed within the reglementary period thus, the above Decision became final and executory. On June 16, 1987, the Labor Arbiter issued a writ of execution but it was returned unsatisfied. On August 26, 1987, the Labor Arbiter issued an Alias Writ of Execution which ordered thus:Ed-pm-is"NOW THEREFORE, by virtue of the powers vested in me by law, you are hereby commanded to proceed to the premises of respondents Antonio Gonzales/Industrial Management Development Corporation (INIMACO) situated at Barangay Lahug, Cebu City, in front of La Curacha Restaurant,and/orto Filipinas Carbon and Mining corporation and Gerardo Sicat at 4th Floor Universal RE-Bldg. 106 Paseo de Roxas, Legaspi Village, Makati Metro Manila and at Philippine National Bank, Escolta, Manila respectively, and collect the aggregate award of ONE HUNDRED THIRTY-EIGHT THOUSAND FIVE HUNDRED EIGHTY-EIGHT PESOS AND THIRTY ONE CENTAVOS (P138,588.31) and thereafter turn over said amount to complainants ENRIQUE SULIT, ESMERALDO PEGARIDO, ROBERTO NEMENZO AND DARIO GO or to this Office for appropriate disposition. Should you fail to collect the said sum in cash, you are hereby authorized to cause the satisfaction of the same on the movable or immovable property(s) of respondents not exempt from execution. You are to return this writ sixty (6) (sic) days from your receipt hereof, together with your corresponding report."You may collect your legal expenses from the respondents as provided for by law."SO ORDERED."[2]On September 3, 1987, petitioner filed a "Motion to Quash Alias Writ of Execution and Set Aside Decision,"[3]alleging among others that the alias writ of execution altered and changed the tenor of the decision by changing the liability of therein respondents from joint to solidary, by the insertion of the words "AND/OR" between "Antonio Gonzales/Industrial Management Development Corporation and Filipinas Carbon and Mining Corporation, et al." However, in an order dated September 14, 1987, the Labor Arbiter denied the motion.Mis-oedpOn October 2, 1987, petitioner appealed[4]the Labor Arbiters Order dated September 14, 1987 to the respondent NLRC.Mis-edpThe respondent NLRC dismissed the appeal in a Decision[5]dated August 31, 1988, the pertinent portions of which read:"In matters affecting labor rights and labor justice, we have always adopted the liberal approach which favors the exercise of labor rights and which is beneficial to labor as a means to give full meaning and import to the constitutional mandate to afford protection to labor. Considering the factual circumstances in this case, there is no doubt in our mind that the respondents herein are called upon to pay, jointly and severally, the claims of the complainants as was the latters prayers. Inasmuch as respondents herein never controverted the claims of the complainants below, there is no reason why complainants prayer should not be granted. Further, in line with the powers granted to the Commission under Article 218 (c) of the Labor code, to waive any error, defect or irregularity whether in substance or in form in a proceeding before Us, We hold that the Writ of Execution be given due course in all respects."Ed-pOn July 31, 1989, petitioner filed a "Motion To Compel Sheriff To Accept Payment Of P23,198.05 Representing One Sixth Pro Rata Share of Respondent INIMACO As Full and Final Satisfaction of Judgment As to Said Respondent."[6]The private respondents opposed the motion. In an Order[7]dated August 15, 1989, the Labor Arbiter denied the motion ruling thus:"WHEREFORE, responsive to the foregoing respondent INIMACOs Motions are hereby DENIED. The Sheriff of this Office is order (sic) to accept INIMACOs tender payment (sic) of the sum of P23,198.05, as partial satisfaction of the judgment and to proceed with the enforcement of the Alias Writ of Execution of the levied properties, now issued by this Office, for the full and final satisfaction of the monetary award granted in the instant case."SO ORDERED."Ed-pscPetitioner appealed the above Order of the Labor Arbiter but this was again dismissed by the respondent NLRC in its Resolution[8]dated September 4, 1991 which held that:"The arguments of respondent on the finality of the dispositive portion of the decision in this case is beside the point. What is important is that the Commission has ruled that the Writ of Execution issued by the Labor Arbiter in this case is proper. It is not really correct to say that said Writ of Execution varied the terms of the judgment. At most, considering the nature of labor proceedings there was, an ambiguity in said dispositive portion which was subsequently clarified by the Labor Arbiter and the Commission in the incidents which were initiated by INIMACO itself. By sheer technicality and unfounded assertions, INIMACO would now reopen the issue which was already resolved against it. It is not in keeping with the established rules of practice and procedure to allow this attempt of INIMACO to delay the final disposition of this case."WHEREFORE, in view of all the foregoing, this appeal is DISMISSED and the Order appealed from is hereby AFFIRMED.Sce-dp"With double costs against appellant."Dissatisfied with the foregoing, petitioner filed the instant case, alleging that the respondent NLRC committed grave abuse of discretion in affirming the Order of the Labor Arbiter dated August 15, 1989, which declared the liability of petitioner to be solidary.The only issue in this petition is whether petitioners liability pursuant to the Decision of the Labor Arbiter dated March 10, 1987, is solidary or not.Calrs-ppedUpon careful examination of the pleadings filed by the parties, the Court finds that petitioner INIMACOs liability is not solidary but merely joint and that the respondent NLRC acted with grave abuse of discretion in upholding the Labor Arbiters Alias Writ of Execution and subsequent Orders to the effect that petitioners liability is solidary.A solidary or joint and several obligation is one in which each debtor is liable for the entire obligation, and each creditor is entitled to demand the whole obligation.[9]In a joint obligation each obligor answers only for a part of the whole liability and to each obligee belongs only a part of the correlative rights.[10]Well-entrenched is the rule that solidary obligation cannot lightly be inferred.[11]There is a solidary liability only when the obligation expressly so states, when the law so provides or when the nature of the obligation so requires.[12]In the dispositive portion of the Labor Arbiter, the word "solidary" does not appear. The saidfalloexpressly states the following respondents therein as liable, namely: Filipinas Carbon and Mining Corporation, Gerardo Sicat, Antonio Gonzales, Industrial Management Development Corporation (petitioner INIMACO), Chiu Chin Gin, and Lo Kuan Chin. Nor can it be inferred therefrom that the liability of the six (6) respondents in the case below is solidary, thus their liability should merely be joint.Moreover, it is already a well-settled doctrine in this jurisdiction that, when it is not provided in a judgment that the defendants are liable to pay jointly and severally a certain sum of money, none of them may be compelled to satisfy in full said judgment. InOriental Commercial Co. vs. Abeto and Mabanag[13]this Court held:"It is of no consequence that, under the contract of suretyship executed by the parties, the obligation contracted by the sureties was joint and several in character. The final judgment, which superseded the action for the enforcement of said contract, declared the obligation to be merely joint, and the same cannot be executed otherwise."[14]Granting that the Labor Arbiter has committed a mistake in failing to indicate in the dispositive portion that the liability of respondents therein is solidary, the correction -- which is substantial -- can no longer be allowed in this case because the judgment has already become final and executory.Scc-alrIt is an elementary principle of procedure that the resolution of the court in a given issue as embodied in the dispositive part of a decision or order is the controlling factor as to settlement of rights of the parties.[15]Once a decision or order becomes final and executory, it is removed from the power or jurisdiction of the court which rendered it to further alter or amend it.[16]It thereby becomes immutable and unalterable and any amendment or alteration which substantially affects a final and executory judgment is null and void for lack of jurisdiction, including the entire proceedings held for that purpose.[17]An order of execution which varies the tenor of the judgment or exceeds the terms thereof is a nullity.[18]None of the parties in the case before the Labor Arbiter appealed the Decision dated March 10, 1987, hence the same became final and executory. It was, therefore, removed from the jurisdiction of the Labor Arbiter or the NLRC to further alter or amend it. Thus, the proceedings held for the purpose of amending or altering the dispositive portion of the said decision are null and void for lack of jurisdiction. Also, the Alias Writ of Execution is null and void because it varied the tenor of the judgment in that it sought to enforce the final judgment against "Antonio Gonzales/Industrial Management Development Corp. (INIMACO)and/orFilipinas Carbon and Mining Corp. and Gerardo Sicat," which makes the liability solidary.Ca-lrscWHEREFORE, the petition is hereby GRANTED. The Resolution dated September 4, 1991 of the respondent National Labor Relations is hereby declared NULL and VOID. The liability of the respondents in RAB-VII-0711-84 pursuant to the Decision of the Labor Arbiter dated March 10, 1987 should be, as it is hereby, considered joint and petitioners payment which has been accepted considered as full satisfaction of its liability, without prejudice to the enforcement of the award, against the other five (5) respondents in the said case.SppedscSO ORDERED.Bellosillo, (Chairman), Mendoza,andQuisumbing, JJ.,concur.De Leon, Jr., J.,on leave.

Republic of the PhilippinesSUPREME COURTManilaSECOND DIVISIONG.R. No. L-55138 September 28, 1984ERNESTO V. RONQUILLO,petitioner,vs.HONORABLE COURT OF APPEALS AND ANTONIO P. SO,respondents.Gloria A. Fortun for petitioner.Roselino Reyes Isler for respondents.CUEVAS,J.:This is a petition to review the Resolution dated June 30, 1980 of the then Court of Appeals (now the Intermediate Appellate Court) in CA-G.R. No. SP-10573, entitled"Ernesto V. Ronquillo versus the Hon. Florellana Castro-Bartolome, etc."and the Order of said court dated August 20, 1980, denying petitioner's motion for reconsideration of the above resolution.Petitioner Ernesto V. Ronquillo was one of four (4) defendants in Civil Case No. 33958 of the then Court of First Instance of Rizal (now the Regional Trial Court), Branch XV filed by private respondent Antonio P. So, on July 23, 1979, for the collection of the sum of P17,498.98 plus attorney's fees and costs. The other defendants were Offshore Catertrade Inc., Johnny Tan and Pilar Tan. The amount of P117,498.98 sought to be collected represents the value of the checks issued by said defendants in payment for foodstuffs delivered to and received by them. The said checks were dishonored by the drawee bank.On December 13, 1979, the lower court rendered its Decision1based on the compromise agreement submitted by the parties, the pertinent portion of which reads as follows:1. Plaintiff agrees to reduce its total claim of P117,498-95 to only P11,000 .00 and defendants agree to acknowledge the validity of such claim and further bind themselves to initially pay out of the total indebtedness of P10,000.00 the amount of P55,000.00 on orbefore December 24, 1979, the balance of P55,000.00, defendantsindividually and jointlyagree to pay within a period of six months from January 1980, or before June 30, 1980; (Emphasis supplied)xxx xxx xxx4. That both parties agree that failure on the part of either party to comply with the foregoing terms and conditions, the innocent party will be entitled to an execution of the decision based on this compromise agreement and the defaulting party agrees and hold themselves to reimburse the innocent party for attorney's fees, execution fees and other fees related with the execution.xxx xxx xxxOn December 26, 1979, herein private respondent (then plaintiff filed a Motion for Execution on the ground that defendants failed to make the initial payment of P55,000.00 on or before December 24, 1979 as provided in the Decision. Said motion for execution was opposed by herein petitioner (as one of the defendants) contending that his inability to make the payment was due to private respondent's own act of making himself scarce and inaccessible on December 24, 1979. Petitioner then prayed that private respondent be ordered to accept his payment in the amount of P13,750.00.2During the hearing of the Motion for Execution and the Opposition thereto on January 16, 1980, petitioner, as one of the four defendants, tendered the amount of P13,750.00, as his prorata share in the P55,000.00 initial payment. Another defendant, Pilar P. Tan, offered to pay the same amount. Because private respondent refused to accept their payments, demanding from them the full initial installment of P 55,000.00, petitioner and Pilar Tan instead deposited the said amount with the Clerk of Court. The amount deposited was subsequently withdrawn by private respondent.3On the same day, January 16, 1980, the lower court ordered the issuance of a writ of execution for the balance of the initial amount payable, against the other two defendants, Offshore Catertrade Inc. and Johnny Tan4who did not pay their shares.On January 22, 1980, private respondent moved for the reconsideration and/or modification of the aforesaid Order of execution and prayed instead for the "execution of the decision in its entirety against all defendants, jointly and severally."5Petitioner opposed the said motion arguing that under the decision of the lower court being executed which has already become final, the liability of the four (4) defendants was not expressly declared to be solidary, consequently each defendant is obliged to pay only his own pro-rata or 1/4 of the amount due and payable.On March 17, 1980, the lower court issued an Order reading as follows:ORDERRegardless of whatever the compromise agreement has intended the payment whether jointly or individually, or jointly and severally, the fact is that only P27,500.00 has been paid. There appears to be a non-payment in accordance with the compromise agreement of the amount of P27,500.00 on or before December 24, 1979. The parties are reminded that the payment is condition sine qua non to the lifting of the preliminary attachment and the execution of an affidavit of desistance.WHEREFORE, let writ of execution issue as prayed forOn March 17, 1980, petitioner moved for the reconsideration of the above order, and the same was set for hearing on March 25,1980.Meanwhile, or more specifically on March 19, 1980, a writ of execution was issued for the satisfaction of the sum of P82,500.00 as against the properties of the defendants (including petitioner), "singly or jointly hable."6On March 20, 1980, Special Sheriff Eulogio C. Juanson of Rizal, issued a notice of sheriff's sale, for the sale of certain furnitures and appliances found in petitioner's residence to satisfy the sum of P82,500.00. The public sale was scheduled for April 2, 1980 at 10:00 a.m.7Petitioner's motion for reconsideration of the Order of Execution dated March 17, 1980 which was set for hearing on March 25, 1980, was upon motion of private respondent reset to April 2, 1980 at 8:30 a.m. Realizing the actual threat to property rights poised by the re-setting of the hearing of s motion for reconsideration for April 2, 1980 at 8:30 a.m. such that if his motion for reconsideration would be denied he would have no more time to obtain a writ from the appellate court to stop the scheduled public sale of his personal properties at 10:00 a.m. of the same day, April 2, 1980, petitioner filed on March 26, 1980 a petition for certiorari and prohibition with the then Court of Appeals (CA-G.R. No. SP-10573), praying at the same time for the issuance of a restraining order to stop the public sale. He raised the question of the validity of the order of execution, the writ of execution and the notice of public sale of his properties to satisfy fully the entire unpaid obligation payable by all of the four (4) defendants, when the lower court's decision based on the compromise agreement did not specifically state the liability of the four (4) defendants to be solidary.On April 2, 1980, the lower court denied petitioner's motion for reconsideration but the scheduled public sale in that same day did not proceed in view of the pendency of a certiorari proceeding before the then Court of Appeals.On June 30, 1980, the said court issued a Resolution, the pertinent portion of which reads as follows:This Court, however, finds the present petition to have been filed prematurely. The rule is that before a petition for certiorari can be brought against an order of a lower court, all remedies available in that court must first be exhausted. In the case at bar, herein petitioner filed a petition without waiting for a resolution of the Court on the motion for reconsideration, which could have been favorable to the petitioner. The fact that the hearing of the motion for reconsideration had been reset on the same day the public sale was to take place is of no moment since the motion for reconsideration of the Order of March 17, 1980 having been seasonably filed, the scheduled public sale should be suspended. Moreover, when the defendants, including herein petitioner, defaulted in their obligation based on the compromise agreement, private respondent had become entitled to move for an execution of the decision based on the said agreement.WHEREFORE, the instant petition for certiorari and prohibition with preliminary injunction is hereby denied due course. The restraining order issued in our resolution dated April 9, 1980 is hereby lifted without pronouncement as to costs.SO ORDERED.Petitioner moved to reconsider the aforesaid Resolution alleging that on April 2, 1980, the lower court had already denied the motion referred to and consequently, the legal issues being raised in the petition were already "ripe" for determination.8The said motion was however denied by the Court of Appeals in its Resolution dated August 20, 1980.Hence, this petition for review, petitioner contending that the Court of Appeals erred in(a) declaring as premature, and in denying due course to the petition to restrain implementation of a writ of execution issued at variance with the final decision of the lower court filed barely four (4) days before the scheduled public sale of the attached movable properties;(b) denying reconsideration of the Resolution of June 30, 1980, which declared as premature the filing of the petition, although there is proof on record that as of April 2, 1980, the motion referred to was already denied by the lower court and there was no more motion pending therein;(c) failing to resolve the legal issues raised in the petition and in not declaring the liabilities of the defendants, under the final decision of the lower court, to be only joint;(d) not holding the lower court's order of execution dated March 17, 1980, the writ of execution and the notice of sheriff's sale, executing the lower court's decision against "all defendants, singly and jointly", to be at variance with the lower court's final decision which did not provide for solidary obligation; and(e) not declaring as invalid and unlawful the threatened execution, as against the properties of petitioner who had paid his pro-rata share of the adjudged obligation, of the total unpaid amount payable by his joint co-defendants.The foregoing assigned errors maybe synthesized into the more important issues of 1. Was the filing of a petition for certiorari before the then Court of Appeals against the Order of Execution issued by the lower court, dated March 17, 1980, proper, despite the pendency of a motion for reconsideration of the same questioned Order?2. What is the nature of the liability of the defendants (including petitioner), was it merely joint, or was it several or solidary?Anent the first issue raised, suffice it to state that while as a general rule, a motion for reconsideration should precede recourse to certiorari in order to give the trial court an opportunity to correct the error that it may have committed, the said rule is not absolutes9and may be dispensed with in instances where the filing of a motion for reconsideration would serve no useful purpose, such as when the motion for reconsideration would raise the same point stated in the motion10or where the error is patent for the order is void11orwhere the relief is extremely urgent, as in cases where execution had already been ordered12where the issue raised is one purely of law.13In the case at bar, the records show that not only was a writ of execution issued but petitioner's properties were already scheduled to be sold at public auction on April 2, 1980 at 10:00 a.m. The records likewise show that petitioner's motion for reconsideration of the questioned Order of Execution was filed on March 17, 1980 and was set for hearing on March 25, 1980 at 8:30 a.m., but upon motion of private respondent, the hearing was reset to April 2, 1980 at 8:30 a.m., the very same clay when petitioner's properties were to be sold at public auction. Needless to state that under the circumstances, petitioner was faced with imminent danger of his properties being immediately sold the moment his motion for reconsideration is denied. Plainly, urgency prompted recourse to the Court of Appeals and the adequate and speedy remedy for petitioner under the situation was to file a petition for certiorari with prayer for restraining order to stop the sale. For him to wait until after the hearing of the motion for reconsideration on April 2, 1980 before taking recourse to the appellate court may already be too late since without a restraining order, the public sale can proceed at 10:00 that morning. In fact, the said motion was already denied by the lower court in its order dated April 2, 1980 and were it not for the pendency of the petition with the Court of Appeals and the restraining order issued thereafter, the public sale scheduled that very same morning could have proceeded.The other issue raised refers to the nature of the liability of petitioner, as one of the defendants in Civil Case No. 33958, that is whether or not he is liable jointly or solidarily.In this regard, Article 1207 and 1208 of the Civil Code provides Art. 1207. The concurrence of two or more debtors in one and the same obligation does not imply that each one of the former has a right to demand, or that each one of the latter is bound to render, entire compliance with the prestation. Then is a solidary liability only when the obligation expressly so states, or when the law or the nature of the obligation requires solidarity.Art. 1208. If from the law,or the nature or the wording of the obligation to which the preceding article refers the contrary does not appear, the credit or debt shall be presumed to be divided into as many equal shares as there are creditors and debtors, the credits or debts being considered distinct from one another, subject to the Rules of Court governing the multiplicity of quits.The decision of the lower court based on the parties' compromise agreement, provides:1. Plaintiff agrees to reduce its total claim of P117,498.95 to only P110,000.00 and defendants agree to acknowledge the validity of such claim and further bind themselves to initially pay out of the total indebtedness of P110,000.00, the amount of P5,000.00 on or before December 24, 1979, the balance of P55,000.00, defendantsindividually and jointlyagree to pay within a period of six months from January 1980 or before June 30, 1980. (Emphasis supply)Clearly then, by the express term of the compromise agreement and the decision based upon it, the defendants obligated themselves to pay their obligation "individually and jointly".The term "individually" has the same meaning as "collectively", "separately", "distinctively", respectively or "severally". An agreement to be "individually liable" undoubtedly creates a several obligation,14and a "several obligation is one by which one individual binds himself to perform the whole obligation.15In the case ofParot vs. Gemora16We therein ruled that "the phrasejuntos or separadamenteor in the promissory note is an express statement making each of the persons who signed itindividually liablefor the payment of the fun amount of the obligation contained therein." Likewise inUn Pak Leung vs. Negorra17We held that "in the absence of a finding of facts that the defendants made themselves individually hable for the debt incurred they are each liable only for one-half of said amountThe obligation in the case at bar being described as "individually and jointly", the same is therefore enforceable against one of the numerous obligors.IN VIEW OF THE FOREGOING CONSIDERATIONS, the instant petition is hereby DISMISSED. Cost against petitioner.SO ORDERED.Makasiar (Chairman), Abad Santos and Escolin, JJ., concur.Aquino, J., concurs in the result.Concepcion, Jr. and Guerrero, JJ., are on leave.

FIRST DIVISIONREPUBLIC GLASS CORPORATIONG.R. No. 144413and GERVEL, INC.,Petitioners,Present:Davide, Jr.,C.J.,Chairman,Quisumbing,Ynares-Santiago,- versus -Carpio, andAzcuna,JJ.Promulgated:LAWRENCE C. QUA,Respondent.July 30, 2004x-----------------------------------------------------------------------------------------xDECISIONCARPIO, J.:The CaseBefore the Court is a petition for review[1]assailing the 6 March 2000 Decision[2]and the 26 July 2000 Resolution of the Court of Appeals in CA-G.R. CV No. 54737. The Court of Appeals set aside the Order[3]of 3 May 1996 of the Regional Trial Court of Makati, Branch 63 (RTC-Branch 63), in Civil Case No. 88-2643 and reinstated the Decision[4]of 12 January 1996 in respondents favor.The FactsPetitioners Republic Glass Corporation (RGC) and Gervel, Inc. (Gervel) together with respondent Lawrence C. Qua (Qua) were stockholders of Ladtek, Inc. (Ladtek). Ladtek obtained loans from Metropolitan Bank and Trust Company (Metrobank)[5]and Private Development Corporation of the Philippines[6](PDCP) with RGC, Gervel and Qua as sureties. Among themselves, RGC, Gervel and Qua executed Agreements for Contribution, Indemnity and Pledge of Shares of Stocks (Agreements).[7]The Agreements all state that in case of default in the payment of Ladteks loans, the parties would reimburse each other the proportionate share of any sum that any might pay to the creditors.[8]Thus, a common provision appears in the Agreements:RGC, GERVEL and QUA each covenant that each will respectively reimburse the party made to pay the Lenders to the extent and subject to the limitations set forth herein, all sums of money which the party made to pay the Lenders shall pay or become liable to pay by reason of any of the foregoing, and will make such payments within five (5) days from the date that the party made to pay the Lenders gives written notice to the parties hereto that it shall have become liable therefor and has advised the Lenders of its willingness to pay whether or not it shall have already paid out such sum orany part thereofto the Lenders or to the persons entitled thereto. (Emphasis supplied)Under the same Agreements, Qua pledged 1,892,360 common shares of stock of General Milling Corporation (GMC) in favor of RGC and Gervel. The pledged shares of stock served as security for the payment of any sum which RGC and Gervel may be held liable under the Agreements.Ladtek defaulted on its loan obligations to Metrobank and PDCP. Hence, Metrobank filed a collection case against Ladtek, RGC, Gervel and Qua docketed as Civil Case No. 8364 (Collection Case No. 8364) which was raffled to the Regional Trial Court of Makati, Branch 149 (RTC-Branch 149).During the pendency of Collection Case No. 8364,RGC and Gervel paid MetrobankP7 million.Later, Metrobank executed a waiver and quitclaim dated 7 September 1988 in favor of RGC and Gervel. Based on this waiver and quitclaim,[9]Metrobank, RGC and Gervel filed on 16 September 1988 a joint motion to dismiss Collection Case No. 8364 against RGC and Gervel.Accordingly, RTC-Branch 149 dismissed the case against RGC and Gervel, leaving Ladtek and Qua as defendants.[10]In a letter dated 7 November 1988, RGC and Gervels counsel, Atty. Antonio C. Pastelero, demanded that Qua payP3,860,646, or 42.22% ofP8,730,543.55,[11]as reimbursement of the total amount RGC and Gervel paid to Metrobank and PDCP. Qua refused to reimburse the amount to RGC and Gervel.Subsequently, RGC and Gervel furnished Qua with notices of foreclosure of Quas pledged shares.Qua filed a complaint for injunction and damages with application for a temporary restraining order, docketed as Civil Case No. 88-2643 (Foreclosure Case No. 88-2643), with RTC-Branch 63 to prevent RGC and Gervel from foreclosing the pledged shares.Although it issued a temporary restraining order on 9 December 1988, RTC-Branch 63 denied on 2 January 1989 Quas Urgent Petition to Suspend Foreclosure Sale.RGC and Gervel eventually foreclosed all the pledged shares of stock at public auction.Thus, Quas application for the issuance of a preliminary injunction became moot.[12]Trial in Foreclosure Case No. 88-2643 ensued. RGC and Gervel offered Quas Motion to Dismiss[13]in Collection Case No. 8364 as basis for the foreclosure of Quas pledged shares.Quas Motion to Dismiss states:8.The foregoing facts show that the payment of defendants Republic Glass Corporation and Gervel, Inc. was for the entire obligationcovered by the Continuing Surety Agreements which were Annexes B and C of the Complaint, and that the same naturally redound[ed] to the benefit of defendant Qua herein, as provided for by law, specifically Article 1217 of the Civil Code, which states that:xxx10.It is very clear that the payment of defendants Republic Glass Corporation and Gervel, Inc. was much more than the amount stipulated in the Continuing Surety Agreement which is the basis for the action against them and defendant Qua, which was just SIX MILLION TWO HUNDRED [THOUSAND] PESOS (P6,200,000.00), hence, logically the said alleged obligation must now be considered as fully paid and extinguished.RGC and Gervel likewise offered as evidence in Foreclosure CaseNo. 88-2643 the Order dismissing Collection Case No. 8364,[14]which RTC-Branch 149 subsequently reversed on Metrobanks motion for reconsideration.Thus, RTC-Branch 149 reinstated Collection CaseNo. 8364 against Qua.On 12 January 1996, RTC-Branch 63 rendered a Decision in Foreclosure Case No. 88-2643 (12 January 1996 Decision) ordering RGC and Gervel to return the foreclosed shares of stock to Qua.The dispositive portion of the 12 January 1996 Decision reads:WHEREFORE, premises considered, this Court hereby renders judgment ordering defendants jointly and severally liable to return to plaintiff the 1,892,360 shares of common stock of General Milling Corporation which they foreclosed on December 9, 1988, or should the return of these shares be no longer possible then to pay to plaintiff the amount ofP3,860,646.00 with interest at 6% per annum from December 9, 1988 until fully paid and to pay plaintiffP100,000.00 as and for attorneys fees.The costs will be for defendants account.SO ORDERED.[15]However, on RGC and Gervels Motion for Reconsideration, RTC-Branch 63 issued its Order of 3 May 1996 (3 May 1996 Order) reconsidering and setting aside the 12 January 1996 Decision. The 3 May 1996 Order states:After a thorough review of the records of the case, and an evaluation of the evidence adduced by the parties as well as their contentions, the issues to be resolved boil down to the following:1.Whether or not the parties obligation to reimburse, under the Indemnity Agreements was premised on the payment by any of them of the entire obligation;2.Whether or not there is basis to plaintiffs apprehension that he would be made to pay twice for the single obligation; and3.Whether or not plaintiff was benefited by the payments made by defendants.Regarding the first issue, a closer scrutiny of the pertinent provisions of the Indemnity Agreements executed by the parties would not reveal any significant indication that the parties liabilities are indeed premised on the payment by any of them of the entire obligation.These agreements clearly provide that the parties obligation to reimburse accrues upon mere advice that one of them has paid or will so pay the obligation.It is not specified whether the payment is for the entire obligation or not.Accordingly, the Court stands corrected in this regard.The obvious conclusion that can be seen now is that payment of the entire obligation is not a conditionsine qua nonfor the paying party to demand reimbursement.The parties have expressly contracted that each will reimburse whoever is made to pay the obligation whether entirely or just a portion thereof.On the second issue, plaintiffs apprehension that he would be made to pay twice for the single obligation is unfounded.Under the above-mentioned Indemnity Agreements, in the event that the creditors are able to collect from him, he has the right to ask defendants to pay their proportionate share, in the same way defendants had collected from the plaintiff, by foreclosing his pledged shares of stock, his proportionate share, after they had made payments.From all indications, the provisions of the Indemnity Agreements have remained binding between the parties.On the third issue, there is merit to defendants assertion that plaintiff has benefited from the payments made by defendants.As alleged by defendants, and this has not been denied by plaintiff, in Civil Case No. 8364 filed before Branch 149 of this Court, where the creditors were enforcing the parties liabilities as sureties, plaintiff succeeded in having the case dismissed by arguing that defendants payments [were] for the entire obligation, hence, the obligation should be considered fully paid and extinguished.With the dismissal of the case, the indications are that the creditors are no longer running after plaintiff to enforce his liabilities as surety of Ladtek.Whether or not the surety agreements signed by the parties and the creditors were novatedis notmaterial in this controversy.The fact is that there was payment of the obligation.Hence, the Indemnity Agreements govern.In the final analysis, defendants payments gave rise to plaintiffs obligation to reimburse the former.Having failed to do so, upon demand, defendants were justified in foreclosing the pledged shares of stocks.xxxWHEREFORE, premises considered, the decision dated January 12, 1996 is reconsidered and set aside.The above-entitled complaint against defendants is DISMISSED.Likewise, defendants counterclaim is also dismissed.SO ORDERED.[16](Emphasis supplied)Qua filed a motion for reconsideration of the 3 May 1996 Order which RTC-Branch 63 denied.Aggrieved, Qua appealed to the Court of Appeals.During the pendency of the appeal, Qua filed a Manifestation[17]with the Court of Appeals attaching the Decision[18]of 21 November 1996 rendered in Collection Case No. 8364.The dispositive portion of the decision reads:WHEREFORE, premises considered, judgment is hereby rendered ordering defendants Ladtek, Inc. and Lawrence C. Qua:1.To pay, jointly and severally, the plaintiff the amount ofP44,552,738.34 as of October 31, 1987 plus the stipulated interest of 30.73% per annum and penalty charges of 12% per annum from November 1, 1987 until the whole amount is fully paid, lessP7,000,000.00 paid by defendants RepublicGlass Corporation and Gervel, Inc., butthe liability of defendant Lawrence C. Qua should be limited only toP5,000,000.00 andP1,200,000.00, the amount stated in the Continuing Suretyship dated June 15, 1983, Exh. D and Continuing Suretyship dated December 14, 1981, Exh. D-1, respectively, plus the stipulated interest and expenses incurred by the plaintiff.2.To pay, jointly and severally, the plaintiff an amount equivalent to ten (10%) percent of the total amount due as and by way of attorneys fees;3.To pay the cost of suit.The Counterclaims of the defendants Ladtek, Inc. and Lawrence C. Qua against the plaintiff are hereby dismissed.Likewise, the cross-claims of the defendants are dismissed.SO ORDERED.[19](Emphasis supplied)On 6 March 2000, the Court of Appeals rendered the questioned Decision setting aside the 3 May 1996 Order of RTC-Branch 63 and reinstating the 12 January 1996 Decision ordering RGC and Gervel to return the foreclosed shares of stock to Qua.[20]Hence, this petition.The Ruling of the Court of AppealsIn reversing the 3 May 1996 Order and reinstating the 12 January 1996 Decision, the appellate court quoted the RTC-Branch 63s 12 January 1996 Decision:The liability of each party under the indemnity agreements therefore is premised on the payment by any of them of the entire obligation.Without such payment, there would be no corresponding share to reimburse.Payment of the entire obligation naturally redounds to the benefit of the other solidary debtors who must then reimburse the paying co-debtors to the extent of his corresponding share.In the case at bar, Republic Glass and Gervel made partial payments only, and so they did not extinguish the entire obligation.But Republic Glass and Gervel nevertheless obtained quitclaims in their favor and so they ceased to be solidarily liable with plaintiff for the balance of the debt (Exhs. D, E, and I).Plaintiff thus became solely liable for the unpaid portion of the debt even as he is being held liable for reimbursement on the said portion.What happened therefore, was that Metrobank and PDCP in effect enforced the Suretyship Agreements jointly as against plaintiff and defendants.Consequently, the solidary obligation under the Suretyship Agreements was novated by the substantial modification of its principal conditions.xxx The resulting change was from one with three solidary debtors to one in which Lawrence Qua became the sole solidary co-debtor of Ladtek.Defendants cannot simply pay off a portion of the debt and then absolve themselves from any further liability when the obligation has not been totally extinguished.xxxIn the final reckoning, this Court finds that the foreclosure and sale of the shares pledged by plaintiff was totally unjustified and without basis because the obligation secured by the underlying pledge had been extinguished by novation.xxx[21]The Court of Appeals further held that there was an implied novation or substantial incompatibility in the suretys mode or manner of payment from one for the entire obligation to one merely of proportionate share. The appellate court ruled that RGC and Gervels payment to the creditors only amounted to their proportionate shares of the obligation, considering the following evidence:The letter of the Republic to the appellant, Exhibit G, dated June 25, 1987, which mentioned the letter from PDCP confirming its willingness to release the joint and solidary obligation of the Republic and Gervel subject to some terms and conditions, one of which is the appellants acceptable repayment plan of his pro-rata share; and the letter of PDCP to the Republic, Exhibit H, mentioning full payment of the pro rata share of the Republic and Gervel, and the need of the appellant to submit an acceptable repayment plan covering his pro-rata share, the release from solidary liability by PDCP, Exhibit J, mentioning full payment by the Republic and Gervel of their pro rata share in the loan, as solidary obligors, subject however to the terms and conditions of the hold out agreement; and the non-payment in full of the loan, subject of the May 10, 1984 Promissory Note, except the 7 million payment by both Republic and Gervel, as mentioned in the Decision (Case No. 8364, Metrobank vs. Ladtek, et al).Precisely, Ladtek and the appellant, in said Decision were directed to pay Metrobank the balance ofP9,560,798, supposedly due and unpaid.Thus, the payment did not extinguish the entire obligation and did not benefit Qua. Accordingly, RGC and Gervel cannot demand reimbursement. The Court of Appeals also held that Qua even became solely answerable for the unpaid balance of the obligations by virtue of the quitclaims executed by Metrobank and PDCP in favor of RGC and Gervel. RGC and Gervel ceased to be solidarily liable for Ladteks loan obligations.[22]The IssuesRGC and Gervel raise the following issues for resolution:I.WHETHER THE PRINCIPLE OF ESTOPPEL APPLIES TO QUAS JUDICIAL STATEMENTS THAT RGC AND GERVEL PAID THE ENTIRE OBLIGATION.II.WHETHER PAYMENT OF THE ENTIRE OBLIGATION IS A CONDITIONSINE QUA NONFOR RGC AND GERVEL TO DEMAND REIMBURSEMENT FROM QUA UNDER THE INDEMNITY AGREEMENTS EXECUTED BY THEM AFTER RGC AND GERVEL PAID METROBANK UNDER THE SURETY AGREEMENT.III.ASSUMINGARGUENDOTHAT THERE WAS NOVATION OF THE SURETY AGREEMENTS SIGNED BY THE PARTIES AND THE CREDITORS, WHETHER THE NOVATION IS MATERIAL IN THIS CASE.[23]The Courts RulingWe deny the petition.Whether Qua was in estoppelRGC and Gervel contend that Qua is in estoppel for making conflicting statements in two different and separate cases. Qua cannot now claim that the payment made to Metrobank wasnotfor theentireobligation because of his Motion to Dismiss Collection Case No. 8364 where he stated that RGC and Gervels payment was for theentireobligation.The essential elements of estoppelin paisare considered in relation to theparty to be estopped, and to the party invoking the estoppel in his favor.On theparty to be estopped, such party (1) commits conduct amounting tofalse representation or concealment of material factsor at least calculated to convey the impression that the facts are inconsistent with those which the party subsequently attempts to assert; (2) has the intent, or at least expectation that his conduct shall at least influence the other party; and(3) has knowledge, actual or constructive, of the real facts. On theparty claiming the estoppel, such party (1) haslack of knowledge and of the means of knowledge of the truth on the facts in question; (2) has relied, in good faith, on the conduct or statements of the party to be estopped; (3) has acted or refrained from acting based on such conduct or statements asto change the position or status of the party claiming the estoppel, to his injury, detriment or prejudice.[24]In this case, the essential elements of estoppel are inexistent.While Quas statements in Collection Case No. 8364 conflict with his statements in Foreclosure Case No. 88-2643, RGC and Gervel miserably failed to show that Qua, in making those statements, intended to falsely represent or conceal the material facts. Both parties undeniably know the real facts.Nothing in the records shows that RGC and Gervel relied on Quas statements in Collection Case No. 8364 such that they changed their position or status, to their injury, detriment or prejudice. RGC and Gervel repeatedly point out that it was the presiding judge[25]in Collection Case No. 8364 who relied on Quas statements in Collection Case No. 8364.RGC and Gervel claim that Qua deliberately led the Presiding Judge to believe that their payment to Metrobank was for the entire obligation.As a result, the presiding judge ordered the dismissal of Collection Case No. 8364 against Qua.[26]RGC and Gervel further invoke Section 4 of Rule 129 of the Rules of Court to support their stance:Sec. 4.Judicial admissions. An admission, verbal or written, made by a party in the course of the proceedings in thesame case, does not require proof.The admission may be contradicted only by showing that it was made through palpable mistake or that no such admission was made.A party may make judicial admissions in (a) the pleadings filed by the parties, (b) during the trial either by verbal or written manifestations or stipulations, or (c) in other stages of the judicial proceeding.[27]The elements of judicial admissions are absent in this case. Qua made conflicting statements in Collection Case No. 8364 and in Foreclosure Case No. 88-2643, and not in thesame caseas required in Section 4 of Rule 129.To constitute judicial admission, the admission must be made in thesame casein which it is offered.If made in another case or in another court, the fact of such admission must be proved as in the case of any other fact, although if made in a judicial proceeding it is entitled to greater weight.[28]RGC and Gervel introduced Quas Motion to Dismiss and the Order dismissing Collection Case No. 8364 to prove Quas claim that the payment was for the entire obligation. Qua does not deny making such statement but explained that he honestly believed and pleaded in the lower court and in CA-G.R. CV No. 58550 that the entire debt was fully extinguished when the petitioners paidP7 million to Metrobank.[29]We find Quas explanation substantiated by the evidence on record. As stated in the Agreements, Ladteks original loan from Metrobank was onlyP6.2 million.Therefore, Qua reasonably believed that RGC and GervelsP7 million payment to Metrobank pertained to the entire obligation.However, subsequent facts indisputably show that RGC and Gervels payment was not for the entire obligation.RTC-Branch 149 reinstated Collection Case No. 8364 against Qua and ruled in Metrobanks favor, ordering Qua to payP6.2 million.Whether payment of the entire obligation is anessential condition for reimbursementRGC and Gervel assail the Court of Appeals ruling that the parties liabilities under the Agreements depend on thefull paymentof the obligation. RGC and Gervel insist that it is not an essential condition that the entire obligation must first be paid before they can seek reimbursement from Qua. RGC and Gervel contend that Qua should pay 42.22% ofany amountwhich they paid or would pay Metrobank and PDCP.RGC and Gervels contention is partly meritorious.Payment of the entire obligation by one or some of the solidary debtors results in a corresponding obligation of the other debtors to reimburse the paying debtor.[30]However, we agree with RGC and Gervels contention that in this case payment of the entire obligation is not an essential condition before they can seek reimbursement from Qua. The words of the Agreements are clear.RGC, GERVEL and QUA each covenant that each will respectively reimburse the party made to pay the Lenders to the extent and subject to the limitations set forth herein,all sums of money which the party made to pay the Lenders shall pay or become liable to payby reason of any of the foregoing, and will make such payments within five (5) days from the date that the party made to pay the Lenders gives written notice to the parties hereto that it shall have become liable therefor and has advised the Lenders of its willingness to pay whether or not it shall have already paid outsuch sumorany part thereofto the Lenders or to the persons entitled thereto. (Emphasis supplied)The Agreements are contracts of indemnity not only against actual loss but against liability as well. InAssociated Insurance & Surety Co., Inc. v. Chua,[31]we distinguished between a contract of indemnity against loss and a contract of indemnity against liability, thus:[32]The agreement here sued upon is not only one of indemnity against loss but of indemnity against liability.While the first does not render the indemnitor liable until the person to be indemnified makes payment or sustains loss,the second becomes operative as soon as the liability of the person indemnified arises irrespective of whether or not he has suffered actual loss.(Emphasis supplied)Therefore, whether the solidary debtor has paid the creditor, the other solidary debtors should indemnify the former once his liability becomes absolute. However, in this case, the liability of RGC, Gervel and Qua became absolute simultaneously when Ladtek defaulted in its loan payment. As a result, RGC, Gervel and Qua all became directly liable at the same time to Metrobank and PDCP.Thus, RGC and Gervel cannot automatically claim for indemnity from Qua because Qua himself is liable directly to Metrobank and PDCP.If we allow RGC and Gervel to collect from Qua his proportionate share, then Qua would pay much more than his stipulated liability under the Agreements.In addition to theP3,860,646 claimed by RGC and Gervel, Qua would have to pay his liability ofP6.2 million to Metrobank and more thanP1 million to PDCP.Since Qua would surely exceed his proportionate share, he would then recover from RGC and Gervel the excess payment.This situation is absurd and circuitous.Contrary to RGC and Gervels claim, payment ofany amountwill not automatically result in reimbursement.If a solidary debtor pays the obligation in part, he can recover reimbursement from the co-debtors only in so far as his paymentexceededhis share in the obligation.[33]This is precisely because if a solidary debtor pays an amount equal to his proportionate share in the obligation, then he in effect pays only what is due from him. If the debtor pays less than his share in the obligation, he cannot demand reimbursement because his payment is less than his actual debt.To determine whether RGC and Gervel have a right to reimbursement, it is indispensable to ascertain the total obligation of the parties. At this point, it becomes necessary to consider the decision in Collection Case No. 8364 on the parties obligation to Metrobank. To repeat, Metrobank filed Collection Case No. 8364 against Ladtek, RGC, Gervel and Qua to collect Ladteks unpaid loan.RGC and Gervel assail the Court of Appeals consideration of the decision in Collection Case No. 8364[34]because Qua did not offer the decision in evidence during the trial in Foreclosure Case No. 88-2643 subject of this petition. RTC-Branch 62[35]rendered the decision in Collection Case No. 8364 on 21 November 1996while Qua filed his Notice of Appeal of the 3 May 1996 Order on 19 June 1996. Qua could not have possibly offered in evidence the decision in Collection Case No. 8364 because RTC-Branch 62 rendered the decision only after Qua elevated the present case to the Court of Appeals. Hence, Qua submitted the decision in Collection Case No. 8364 during the pendency of the appeal of Foreclosure Case No. 88-2643 in the Court of Appeals.As found by RTC-Branch 62, RGC, Gervel and Quas total obligation wasP14,200,854.37 as of 31 October 1987.[36]During the pendency of Collection Case No. 8364, RGC and Gervel paid MetrobankP7 million. Because of the payment, Metrobank executed a quitclaim[37]in favor of RGC and Gervel. By virtue of Metrobanks quitclaim, RTC-Branch 62 dismissed Collection Case No. 8364 against RGC and Gervel, leaving Ladtek and Qua as defendants. Considering that RGC and Gervel paid onlyP7 million out of the total obligation ofP14,200,854.37, which payment was less than RGC and Gervels combined shares in the obligation,[38]it was clearly partial payment. Moreover, if it were full payment, then the obligation would have been extinguished. Metrobank would have also released Qua from his obligation.RGC and Gervel also made partial payment to PDCP.Proof of this is the Release from Solidary Liability that PDCP executed in RGC and Gervels favor which stated that their payment ofP1,730,543.55 served as full payment of their corresponding proportionate share in Ladteks foreign currency loan.[39]Moreover, PDCP filed a collection case against Qua alone, docketed as Civil Case No. 2259, in the Regional Trial Court of Makati, Branch 150.[40]Since they only made partial payments, RGC and Gervel should clearly and convincingly show that their payments to Metrobank and PDCP exceeded their proportionate shares in the obligations before they can seek reimbursement from Qua. This RGC and Gervel failed to do.RGC and Gervel, in fact, never claimed that their payments exceeded their shares in the obligations. Consequently, RGC and Gervel cannot validly seek reimbursement from Qua.Whether there was novation of the AgreementsRGC and Gervel contend that there was no novation of the Agreements.RGC and Gervel further contend that any novation of the Agreements is immaterial to this case.RGC and Gervel disagreed with the Court of Appeals on the effect of the implied novation which supposedly transpired in this case. The Court of Appeals found that there was an implied novation or substantial incompatibility in the mode or manner of payment by the surety from the entire obligation, to one merely of proportionate share. RGC and Gervel claim that if it is true that an implied novation occurred, then the effect would be to release respondent (Qua) as the entire obligation is considered extinguished by operation of law.Thus, Qua should now reimburse RGC and Gervel his proportionate share under the surety agreements.Novation extinguishes an obligation by (1) changing its object or principal conditions; (2) substituting the person of the debtor; and(3) subrogating a third person in the rights of the creditor.Article 1292 of the Civil Code clearly provides that in order that an obligation may be extinguished by another which substitutes the same, it should be declared in unequivocal terms, or that the old and new obligations be on every point incompatible with each other.[41]Novation may either be extinctive or modificatory.Novation is extinctive when an old obligation is terminated by the creation of a new obligation that takes the place of the former. Novation is merely modificatory when the old obligation subsists to the extent it remains compatible with the amendatory agreement.[42]We find that there was no novation of the Agreements. The parties did not constitute a new obligation to substitute the Agreements. The terms and conditions of the Agreements remain the same.There was also no showing of complete incompatibility in the manner of payment of the parties obligations. Contrary to the Court of Appeals ruling, the mode or manner of payment by the parties did not change from one for the entire obligation to one merely of proportionate share.The creditors, namely Metrobank and PDCP, merely proceeded against RGC and Gervel for their proportionate shares only.[43]This preference is within the creditors discretion which did not necessarily affect the nature of the obligations as well as the terms and conditions of the Agreements.A creditor may choose to proceed only against some and not all of the solidary debtors.The creditor may also choose to collect part of the debt from some of the solidary debtors, and the remaining debt from the other solidary debtors.In sum, RGC and Gervel have no legal basis to seek reimbursement from Qua.Consequently, RGC and Gervel cannot validly foreclose the pledge of Quas GMC shares of stock which secured his obligation to reimburse.[44]Therefore, the foreclosure of the pledged shares of stock has no leg to stand on.WHEREFORE, weDENYthe petition. The Decision dated 6 March 2000 of the Court of Appeals in CA-G.R. CV No. 54737 isAFFIRMED.Costs against petitioners.SO ORDERED.