Documente Academic
Documente Profesional
Documente Cultură
v.
Radio Philippines Network
G.R. No. 195615
April 21, 2014
Facts:
In 2001, the Royal Trader’s Bank (RTB) and Bank of Commerce (BOC) entered into a
Purchase and Assumption (P&A) Agreement where the former sold its banking business
consisting of specified assets and liabilities, excluding liabilities arising from judicial actions to the
latter for P10.4 Billion, which was approved by the Bangko Sentral ng Pilipinas subject to the
establishment of an escrow account. The said escrow account shall contain P50 Million to answer
for RTB’s liabilities for contingent claims that may be adjudged against it. Subsequently, a judicial
action was held against RTB, awarding Radio Philippines Network damages. RPN, instead of
enforcing such claim against the escrow account, it moved for an execution against BOC, on the
ground that TRB and BOC has been merged into one corporate entity. RTC allowed the said
execution, which was likewise affirmed by the CA. Hence, this petition.
Issue: Whether or not the P & A Agreement between RTB and BOC a mere tool to effectuate a
merger and/or consolidation.
Ruling: No, because the requirements and procedures for a merger were absent.