SIMPLE LOAN OR MUTUUM Notes in Credit Transaction DEC. 7, 201 ART.1!"#. A PERSON $%O RECEI&ES A LOAN O' MONE( OR AN( OT%ER 'UN)I*LE T%IN) AC+UIRES T%E O$NERS%IP T%EREO', AND IS *OUND TO PA( T%E CREDITOR CR EDITOR AN E+UAL AMOUNT O' T%E SAME IND AND +UALIT(. +UALIT(. M-t--/ is a contract whereby one of the parties delivers money or other consumable thing to another who acquires ownership thereof with the undertaking or on condition that the same amount of the same kind and quality shall be paid. It involves the return of the equivalent only and not the identical thing because the borrower acquires ownership thereof. Simple loan is a loan without interest; however, the Civil Code uses the term “simple loan to cover loans with and without stipulations to pay interest.
Caracteristics !. " rea contract# because the delivery of the thing loaned is necessary for the perfection of the contract; $. Uniatera contract# because once the sub%ect matter has been delivered, it creates obligations obligations on the part of only one of the parties; &. Noinate contract# because it has been given a speci'c name by the Civil code; (. Princi3a contract/ because its e)istence is not dependent on another contract; *. In4ora contract/ because no particular form is generally required for the contract; it is delivery that perfects the contract; +. )rat-ito-s contract# if there is no stipulation to pay interest, or an nerous contract, if there is a stipulation to pay interest.
Essentia re5-isites o4 te contract !. Consent o4 te contractin6 3arties; consent is manifested by the meeting of the o-er and acceptance upon the thing and the cause which are to constitute the contract; consent must be given by parties who have capacity to give consent; $. O8ect certain 9ic is te s-8ect atter o4 te contract ; the ob%ect of the contract is money or other consumable thing; the contract may also cover fungible things, otherwise otherwise it is a barter; must be within the commerce of men; must also be determinate and not impossible; issues with respect to determinateness determinateness and impossibility will arise only in a contract to loan; after delivery, the issue thereof will be moot.
&. Ca-se o4 te oi6ation 9ic is estaised ; mutuum may be gratuitous, in a contract of pure bene'cence; the cause is the mere liberality of the benefactor. utuum may also be onerous, if there is a stipulation to pay interest. In general, it is a gratuitous contract, because there is no obligation to pay interest unless e)pressly stipulated in writing.
Dei:er; is also an essential requisite of the contract; it is not perfected by mere consent of the parties. /elivery of the thing is essential so that the borrower may able to consume the thing. /elivery is the act by which the res or substance thereof is placed within the actual or constructive possession or control of another. 0he borrower and the creditor are the parties to the contract of mutuum. "s the creditor transfers ownership of the thing loaned, the creditor must be the owner of the thing loaned.
M-t-- as a -niatera contract. 0he obligations of the borrower under a mutuum arise ex uno latere and all are imposed on the borrower. "fter delivery of the thing borrowed to the borrower, the creditor does not have any obligations. In instances where the creditor failed to fully release the loan amount, the SC has characteri1ed the loan as a bilateral contract that imposes reciprocal obligations on the parties. 0he SC held that the creditor has the obligation to release the full amount of the loan and the debtor has the obligation to pay the loan when it becomes due and demandable. Contract of loan is a unilateral contract. Contract to loan is a bilateral contract. 2o required form for mutuum. Since mutuum is a real contract, delivery of the thing perfects the contract. 3y way of e)ception, no interest shall be due unless it has been e)pressly stipulated in writing. "n agent needs a special power of attorney from his principal to “loan or borrow money, unless the latter act be urgent and indispensable for the preservation of things which are under administration.
Oi6ations o4 te orro9er< !. 4ay to the lender an equal amount of the same kind and quality; $. 4ay interest if e)pressly stipulated in writing.
0he law uses the word “pay and not the word “return because the consumption of the thing loaned is the distinguishing character of the contract of mutuum from that of commodatum. 0his obligation “to pay may include the accessory duty to pay interest. 4ayment should be made in the currency stipulated. If the agreement is silent on the currency, then payment must be made in the currency in which the money was delivered, based on the principle that borrower must pay “the same amount of the same kind and quality. If it is not possible to deliver in the relevant currency, payment must be made in the currency which is legal tender in the 4hilippines. 0he amount payable may change under certain circumstances, such as when there is e)traordinary in5ation or de5ation of the currency stipulated. In case of fungible thing other than money, the borrower must pay the creditor another thing of the same kind, quality, and quantity. In case it is impossible to deliver the same kind, its value at the time of the perfection of the loan shall be paid. If the parties agreed on a period, then the thing borrowed must be returned upon the end of the period. If the parties did not agree on a period, "60IC78 !!9: applies. In this case, the courts may ') a period. uestion< can the creditor demand payment or can the borrower make payment prior to the maturity date= "60IC78 !!9+ and !!9: apply.
Artice 11!. $ene:er in an oi6ation a 3eriod is desi6nated, it is 3res-ed to a:e een estaised 4or te ene=t o4 ot te creditor and te detor, -ness 4ro te tenor o4 te sae or oter circ-stances it so-d a33ear tat te 3eriod as een estaised in 4a:or o4 one or o4 te oter. Artice 11!7. I4 te oi6ation does not => a 3eriod, -t 4ro its nat-re and te circ-stances it can e in4erred tat a 3eriod 9as intended, te co-rts a; => te d-ration tereo4. Te co-rts sa aso => te d-ration o4 te 3eriod 9en it de3ends -3on te 9i o4 te detor. In e:er; case, te co-rts sa deterine s-c 3eriod as a; -nder circ-stances a:e een 3roa; conte3ated ; te 3arties. Once =>ed ; te co-rts, te 3eriod cannot e can6ed ; te.
I4 te oan is 6rat-ito-s, te orro9er a; 3a; e4ore at-rit; date eca-se as a 6enera r-e, te creditor does not s-?er an; 3re8-dice 9it te ret-rn o4 te one; 3rior to at-rit; date. On te oter and, i4 te oan is 9it interest, te3eriod is estaised 4or te ene=t o4 ot te creditor and te orro9er. "s a consequence, in loan with interest, the creditor cannot demand payment and the borrower cannot pay prior to maturity date, unless agreed by the parties. 0he payment must be made in the place stipulated. If no place stipulated, the place of payment will be the domicile of the debtor. 2o criminal liability for failure to pay. 0he borrower, being the owner, can dispose of the thing borrowed and his act will not be considered misappropriation thereof. 2o estafa is committed by a person who refuses to pay his debt or denies its e)istence.
@-ris3r-dence US :s. CAMARA; a person who buys rice for credit becomes the owner of it and indebted for its price, but is not guilty of estafa by reason of not paying it. (ON) C%AN IM :s. PEOPLE O' T%E P%IL. wnership of the money >cash advanced? was transferred to the petitioner, no 'duciary relationship was created. "bsent this 'duciary relationship between petitioner and private respondent, which is an essential element of the crime of estafa by misappropriation or conversion, petitioner could not have committed estafa. SIMPLE LOAN :s. CONTRACT O' LEASE !. C206"C0 @ 7"2 signi'es the delivery of money or some other consumable thing to another with a promise to repay an equivalent amount of the same kind and quality, but not a promise to return the same thing loaned which becomes the property of the obligor. 0he C206"C0 @ 78"S8 is a contract by which one of the parties delivers to another a non#consumable thing in order that the latter may use it during a certain period and return it to the former. In a contract of lease, the owner or lessor of the property does not lose his ownership. Ae simply loses his control over the property rented during the period of the contract; $. In a contract of loan, the relationship between the parties is that of obligor and oblige; while in a contract of lease, the relationship is that of landlord and tenant; and &. In a contract of loan, the creditor receives the “payment for his loan, while in contract of lease, the owner of the property rented receives “compensation or “price either in money, provisions, chattel, or labor from the occupant thereof in return for its use.
Tr-st recei3t # shall refer to the written or printed document signed by the entrustee in favor of the entruster containing terms and conditions substantially complying with the provisions of 4./. 2o.!!* or 0rust 6eceipt 7aw. @-ris3r-dence “0he 0rust 6eceipt 7aw does not seek to enforce payment of the loan; rather it punishes the dishonesty and abuse of con'dence in the handling of money or goods to the pre%udice of another regardless of whether the latter is the owner. 0he practice of banks making borrowers sign trust receipts to facilitate collection of loans and place them under the threats of criminal prosecution should they be unable to pay it may be un%ust and inequitable, if not reprehensible. Such agreements are contracts of adhesion which borrowers have no option but to sign lest their loan be disapproved. 0he resort to this scheme leaves poor and hapless borrowers at the mercy of banks, and is prone to misinterpretation.
'-n6ie tin6s are those which are usually dealt with by number, or measure such as rice, oil, sugar, etc. so that any given unit or portion is treated as the equivalent of any other unit or portion. Distinction et9een 4-n6ie and cons-ae tin6s< 0hat which cannot be used without being consumed under the Civil Code is precisely that of consumable things. @ungibility has been interpreted in the sense of things that are consumed by use and things that are not consumed by use. utuum covers the former while commodatum covers the latter. Bhether a thing is consumable or not depends upon its nature and whether it is fungible or not depends upon the intention of the parties.
E>tin6-isent o4 te Contract< !. 3y reason of confusion, if the debtor succeeds the creditor in the thing loaned; $. 3y condonation of debt; &. 3y compensation; (. 3y novation
Trans4er o4 o9nersi3. 0he borrower acquires ownership of the thing loaned. It involves the transmission of ownership of the thing loaned; the borrower becomes the owner from the moment he receives the thing, and it is not because the money or fungible thing loses its identity and becomes irreplaceable, but because delivery and the nature of the contract.
Ris o4 oss and deterination. 6isk problems do not arise as both ownership and possession pass on to the borrower and the contractual obligations do not come into e)istence without the delivery taking place. If the borrower loses the money or the goods, this does not a-ect his obligation to repay the creditor. 0his is in accordance with the rule of res perit domino.
Coon oan terinoo6ies< !. Princi3a# amount of loan $. Mat-rit; date# date which the amount becomes due under the loan agreement must be fully paid &. *-et 3a;ent or aoon 3a;ent # when the principal is due and payable on the maturity date. (. AortiBation# partial payment of the principal. *. 'i>ed interest rate # interest rate that does not change during the term of the loan. +. 'oatin6 interest rate# changes based on market rates. :. Interest 3a;ent dates # dates on which interest is due and payable. . Co:enant# obligation of the borrower to do >aDrmative covenant? or not do >negative covenant? something. 9. Ri6t to 3re3a;ent # the right given to the borrower in a voluntary payment clause to prepay the loan. !E. Mandator; 3re3a;ent ca-se # is a stipulation that gives the lender the right to require prepayment of the loan upon the occurrence of certain events. !!. *reaa6e costs # costs incurred by the lender as result of borrowerFs failure to prepay under the conditions agreed upon. !$. Pa;ent 3rei-# the fee collected by the lender from the borrower for prepaying the loan. !&. C-re 3eriod or 6race 3eriod # period of time given to the borrower to remedy a default under the loan agreement. !(. De4a-t# the breach by the borrower of the loan agreement. If no cure period was given for that particular default, a default is also an event of default. !*. E:ent o4 de4a-t/ a cure period was given and the borrower was not able to cure or remedy the breach of contract. !+. Acceeration ca-se# gives the lender the right to declare the loan immediately due and payable upon the occurrence of an event of default.
ARTICLE 1!". A CONTRACT $%ERE*( ONE PERSON TRANS'ERS T%E O$NERS%IP O' NON/'UN)I*LE T%IN)S TO ANOT%ER $IT% T%E O*LI)ATION ON T%E PART O' T%E LATTER TO )I&E T%IN)S O' T%E SAME IND, +UANTIT(, AND +UALIT( S%ALL *E CONSIDERED A *ARTER. 3y the contract of barter or e)change, one of the parties binds himself to give one thing in consideration of otherFs promise to give another thing.
0he distinction between mutuum and barter lies in the sub%ect matter. In commodatum, the bailee is bound to return the identical thing borrowed when the time has e)pired or the purpose has been served. In barter, the equivalent thing is given in return for what has been received. 3arter is an onerous contract.
ARTICLE 1!"". T%E O*LI)ATION O' A PERSON $%O *ORRO$S MONE( S%ALL *E )O&ERNED *( T%E PRO&ISIONS O' ARTICLES 12! AND 12"0 O' T%IS CODE. I' $%AT $AS LOANED IS A 'UN)I*LE T%IN) OT%ER T%AN MONE(, T%E DE*TOR O$ES ANOT%ER T%IN) O' T%E SAME IND, +UANTIT(, AND +UALIT(, E&EN I' IT S%OULD C%AN)E IN &ALUE. IN CASE IT IS IMPOSSI*LE TO DELI&ER T%E SAME IND, ITS &ALUE AT T%E TIME O' T%E PER'ECTION O' T%E LOAN S%ALL *E PAID. Loan o4 one;# if the thing loaned is money, payment should be made in the currency stipulated. " check is not a legal tender and, therefore, cannot constitute valid tender of payment. 0he delivery of bills of e)change will produce the e-ect of payment only when they have been cashed, or when through the fault of the creditor they have been impaired.
Re5-isites i4 tere is an e>traordinar; ination or deation to a?ect an oi6ation< !. 0here was an oDcial declaration of e)traordinary in5ation or de5ation from the 3angko Sentral ng 4ilipinas; $. 0he obligation was contractual in nature; &. 0he parties e)pressly agreed to consider the e-ects of the e)traordinary in5ation or de5ation. In essence, the creditor generally bears the risk of change in the value of the currency stipulated. If article !$*E applies, the borrower bears the risk of change in the value of the currency stipulated.
Artice 12"0, in case an e>traordinar; ination or deation o4 te c-rrenc; sti3-ated so-d s-3er:ene, te :a-e o4 te c-rrenc; at te tie o4 te estaisent o4 te oi6ation sa e te asis o4 3a;ent, -ness tere is an a6reeent to te contrar;. Loan o4 4-n6ie tin6 # if what was loaned is a fungible thing other than money, the borrower is under obligation to pay the lender another thing of the same kind,
quantity, and quality. In case it is impossible to do so, the borrower shall pay its value at the time of the perfection of the loan.
ARTICLE 1!", NO INTEREST S%ALL *E DUE UNLESS IT %AS *EEN EPRESSL( STIPULATED IN $RITIN). Interest may be paid either as compensation for the use of money >monetary interest? or imposed by law or by courts as penalty of indemnity for damages >compensatory interest? for breach of contractual obligations.
inds o4 interest< !. Si3e interest/ that which is paid for the principal at a certain rate ')ed or stipulated by the parties. $. Co3o-nd interest/ that which is imposed upon interest due and unpaid. 0he accrued interest is added to the principal sum and the whole is treated as new principal upon which the interest for the ne)t period is calculated. &. Le6a interest # that which by law directs to be charged in the absence of any agreement as to the rate between the parties. a. 6ate of interest for the loan or forbearance of any money, goods, or credit, and the rate allowed in %udgments, in the absence of e)press contract as to such rate of interest rate, is also +G per annum, e-ective Huly !, $E!&. (. La94- interest# that which the law allows or does not prohibit. *. Una94- or -s-rio-s interest # that which is paid or stipulated to be paid beyond the ma)imum ')ed by law.
Re5-isite 4or reco:er; o4 interest< !. 0he payment of interest must be e)pressly stipulated; $. 0he agreement to pay interest must be in writing; &. 0he interest must be lawful. "bsence of stipulation to pay interest is void. 4ayment of interest must be e)pressly stipulated in writing applies to monetary interest, not to compensatory interest. 8stoppel cannot give validity to an act that is prohibited by law or one that is against public policy.
E>istence o4 sti3-ation to 3a; interest< !. If a particular rate of interest has been e)pressly stipulated by the parties in writing, that interest, not the legal rate of interest, shall be applied; $. If the e)act rate of the interest is not mentioned, the legal rate of +G shall be payable;
&. 2o increase of interest shall be due unless such increase has also been stipulated; (. Sales invoices or slips stating interests and attorneyFs fees in the usual printed forms as terms and conditions, without the signature of the obligor, do not constitute the e)press stipulation required by "rt.!9*+; *. 0he receipt by the creditor of interest payment up to a certain date on a loan that has already matured does not ipso facto result in renewal or e)tension of maturity period of the loan up to said date. Bhether or not a loan may be renewed does not solely depend on the debtor but more so on the discretion of the creditor; +. 0he vendor and the vendee are legally free to stipulate for the payment of either cash price of a subdivision lot or its installment price. 7iability for interest even in the absence of stipulation;
Artice 1!" is s-8ect to t9o F2G e>ce3tions !. Indemnity for damages# the debtor in delay is liable to pay legal interest >+G? as indemnity for damages even in the absence of e)press stipulation for the payment of interest; $. Interest accruing from unpaid interest# interest due shall earn interest from the time it is %udicially demanded although the obligation may be silent upon this point. If there was no accrued monetary interest, there will be no compensatory interest on the monetary interest. Bhere no interest had been stipulated by the parties, no accrued conventional interest could further earn interest upon %udicial demand. Bhere the courtFs %udgment which did not provide for the payment of interest has already become 'nal, no interest may be awarded. 7iability for surcharges and penalties< Surcharges and penalties agreed to be paid by the debtor in case of default partake of the nature of liquidated damages. 7iquidated damages, whether intended as indemnity or penalty, shall be equitably reduced if they are iniquitous and unconscionable. 0he court must consider the circumstance of each case. Interest separate and distinct from surcharges and penalties; !. In obligations with a penal clause, the penalty will generally substitute for damages and the payment of interest in case of noncompliance, unless there is a stipulation to the contract. $. 0he charging of interest for loans forms a very essential and fundamental element of the banking business, which may truly be considered to be at the
very core of its e)istence or being. It is inconceivable for a bank to grant loans for which it will not charge any interest at all.
Escaation ca-se in a oan a6reeent. An escaation ca-se is a stipulation allowing an increase in the interest rate originally agreed upon by the parties. De/escaation ca-se is a stipulation allowing a decrease in the interest rate originally agreed upon by the parties. !. Escaation ca-se 6enera; :aid # it is valid stipulations in commercial contracts to maintain 'scal stability and to retain the value of money on long# term contracts. 0hus, a stipulation that the interest rate will be increased if the 3angko Sentral raises its rediscounting rates is vaild. $. Escaation ca-se -st not e soe; 3ostati:e # an escalation clause that grants the creditor an unbridled right to ad%ust the interest independently and upwardly, completely depriving the debtor the right to assent to an important modi'cation in the agreement is void. #. Oter re5-ireents 4or :aidit;< a. "s a matter of equity, the escalation clause must be paired with a de# escalation clause; b. So as not to violate the principle of mutuality, the escalation must be pegged to the prevailing market rates, and not merely makes a generali1ed reference to “increase or decrease in the interest rate in the event a law or a Central 3ank regulation is passed. c. Consistent with the nature of contracts, the proposed modi'cation must be the result of an agreement between the parties. In another case, the court ruled that the stipulations on interest rate repricing are valid because; i. 0he parties mutually agreed on said stipulations; ii. 6epricing takes e-ect only upon creditorFs written notice to the borrower of the new interest rate; and iii. 0he borrower has the option to prepay its loan if the borrower and the creditor do not agree on the new interest rate. (. Conse5-ences o4 in:aid escaation ca-se/ being separable from the other stipulations of the loan agreement, does not a-ect the validity of the loan agreement. Aence, the creditor is entitled to the payment of the principal amount of the loan. Aowever, since the escalation clause is invalid, the interest rate payable by the borrower should be the original interest rate agreed upon by the parties. *. Esto33e on te 3art o4 te orro9er/ if the escalation clause is invalid, the borrower is not estopped from questioning the validity of the clause or the interest imposed.
“8stoppel cannot be predicated on an illegal act. "s between parties to a contract, validity cannot be given to it by estoppel if it is prohibited by law or is against public policy. “0he minds of all the parties must meet on the proposed modi'cation as this modi'cation a-ects an important aspect of the agreement. 0here can be no contract in the true sense in the absence of the element of an agreement.
Interest to e ased on te 3re:aiin6 aret rate< Bhere the clause authori1es the creditor “to correspondingly increase the rate of the interest in the event of changes in prevailing market rates, it cannot be said to be dependent solely on the will of the creditor as it is also dependent on the prevailing market rates. bviously, the 5uctuation in the market rates is beyond control of the creditor.
*orro9erHs aiit; to 3re3a; te oan< If the escalation clause is valid, the borrower does not agree to the increased rate determined in accordance with the escalation clause, the borrower, should have the option to prepay the loan. If the escalation clause is void because it gives the lender the right to unilaterally determine interest rates, the lender cannot take refuge in the right given to the borrower to prepay the loan without penalty if the borrower is not agreeable to the new interest rate.
ARTICLE 1"!7, CONTRACTS AND STIPULATIONS, UNDER AN( CLOA OR DE&ICE $%ATE&ER, INTENDED TO CIRCUM&ENT T%E LA$S A)AINST USUR( S%ALL *E &OID. T%E *ORRO$ER MA( RECO&ER IN ACCORDANCE $IT% LA$S ON USUR( . Us-rio-s contracts decared :oid ; !. Contract void only as to interest involved# a usurious contract should not be considered void in its entirety but only as to interest involved, so that the loan becomes without stipulation to pay interest. In simple loan with stipulation of usurious interest, the prestation of the debtor to pay the principal debt which is the cause of the contract in not illegal. $. @orm contract not conclusive# the above provision is deemed necessary to defeat the cunning devices of usurers. &. 6ight of debtor# the amount paid as interest under a usurious agreement is recoverable by him, since the payment is deemed to have been made under restraint, rather than voluntarily.
Instances o4 contracts dis6-ised to co:er -s-rio-s oans< !. $. &. (. *. +. :.
Credit sale of property at e)orbitant price to loan applicant. 4urchase of lenderFs property at an e)orbitant price to be taken from loan. 4rice of sale with right to repurchase clearly inadequate. 4retended lease by borrower at usurious rental. 6ent free by lender of borrowerFs property in addition to interest loans. /ate for repayment of loan with interest ante#dates actual transaction. 4ayment by borrower for lenderFs services as additional compensation for loan.
ARTICLE 1!", IN T%E DETERMINATION O' T%E INTEREST, I' IT IS PA(A*LE IN IND, ITS &ALUE S%ALL *E APPRAISED AT T%E CURRENT PRICE O' T%E PRODUCTS OR )OODS AT T%E TIME AND PLACE O' PA(MENT. ARTICLE 1!"!, $IT%OUT PRE@UDICE TO T%E PRO&ISIONS O' ARTICLE 2212, INTEREST DUE AND UNPAID S%ALL NOT EARN INTEREST. %O$E&ER, T%E CONTRACTIN) PARTIES MA( *( STIPULATION CAPITALIJE T%E INTEREST DUE AND UNPAID, $%IC% AS ADDED PRINCIPAL, S%ALL EARN NE$ INTEREST. $en -n3aid interest earns interest< as a 6enera r-e, accr-ed interest sa not earn interest e>ce3t in t9o F2G instances< !. Bhen %udicially demanded $. Bhen there is an e)press agreement made by the parties to wit< that the interest due and unpaid shall be added to the principal obligation and the resulting total amount shall earn interest, this is called compounding interest. 0he parties may stipulate on the imposition of both interest and penalty in case of default on the part of the borrower.
ARTICLE 1!0, I' T%E *ORRO$ER PA(S INTEREST $%EN T%ERE %AS *EEN NO STIPULATION T%ERE'OR, T%E PRO&ISION O' T%IS CODE CONCERNIN) SOLUTIO INDEBITI, OR NATURAL O*LI)ATIONS, S%ALL *E APPLIED, AS T%E CASE MA( *E. 0his article simply means that if unstipulated interest is paid by mistake, the debtor may recover as this would be a case of solutio indebiti or undue payment.
ARTICLE 1!1, USURIOUS CONTRACTS S%ALL *E )O&ERNED *( USUR( LA$ AND UNDER SPECIAL LA$S, SO 'AR AS T%E( ARE NOT INCONSISTENT $IT% T%IS CODE. Us-r; no9 e6a; non/e>istent< !. 6ate depends upon agreement# the interest legally chargeable now depends upon the agreement between the lender and the borrower.
$. Bhere agreed rate e)cessive. &. 6educed rate (. 7oan term not open ended# the interest rate shall be invalidated and shall be reduced only in cases where the terms of the loans are open ended, and where the interest rates are applied for an inde'nite period. *. Consequences of clause imposing e)cessive rates# a clause that imposes e)cessive interest rates, being separable from other stipulations of the loan agreement, does not a-ect the validity of the loan agreement. +. 8stoppel to question e)cessive rates# the imposition of an unconscionable rate of interest on a money debt, even if knowingly and voluntarily assumed is immoral and un%ust. It is tantamount to a repugnant spoliation and iniquitous deprivation of property, repulsive to the common sense of man. Joluntariness does not make the stipulation on an unconscionable interest valid.
