TAU MU SCROLL NO. 490 3
As previously noted, petitioner did not pay the fullpurchase price as stipulated in the contract whereasrespondent complied with its obligation when it deliveredthe 2 buses. A necessary consequence of rescission isrestitution with payment of damages under Art. 1191. Also, corollary to the rescission of the contract of sale isthe recovery of possession of the object thereof. Thus,
petitioner’s possession over the subject buses became
unlawful when upon demand for return, he wrongfullyretained possession over the same. As to damages, a party is entitled only up to suchcompensation for the pecuniary loss that he has dulyproven. Since the amount of damages was foundedmerely on speculations, we return to the provisions of the Special Trip Contract wherein the rental is fixed atP10,000 a day per bus. This duly executed contract waspresented, marked and formally offered in evidence. Thefact that Macasaet voluntarily signed the contractevinced his acquiescence to its terms, particularly theamount of rentals.
PLRA v. CAFacts:
Sometime in 1989, 12 principal retirees of PLRAorganized and registered with the SEC the PRAMAI. In1994, Atty. Collado, a principal retiree of PLRA,registered with the SEC another association, thePRAMA. After its incorporation, PRAMA executed
several MOAs with PLRA’s short
-listed banks to promote
the bank’s services among PRAMA members who werePLRA’s principal retirees
. In the MOAs, the banksagreed to pay PRAMA a marketing fee of ½ of 1% of the
total outstanding balance of the principal retirees’
deposits in the listed banks. In 1995, PLRA issued aresolution requiring PLRA principal retirees to becomePRAMA members. The resolution provided that PLRAwould collect the annual membership fees. WhenPRAMA transferred offices, PLRA remitted to PRAMAthe membership fees it collected from 1997 to 2000, allduly acknowledged and receipted by PRAMA.Subsequently, after collecti
ng PRAMA’s annual
membership fees since 1996, PLRA sent PRAMa aletter to the effect that it would continue to collect
PRAMA’s membership fees for a 5% service fee based
on total collections effective Jan. 2000. Thereafter, somederogatory remarks were leveled against PLRA byPRAMA, promptng PLRA to communicate its objectionsto PRAMA. In a meeting, the officers of PLRA andPRAMA tried to iron out their differences such asdiscrepancies in their respective records on the number of principal retirees and the actual annual membershipfee collections. PRAMA claimed that about 40% of itsmember-retirees had not paid their annual membershipdues. An account was sent by PRAMA to reconcile therecords of the member-retirees with the remittances toPRAMA, but said accountant complained she was notgiven all the records. Due to the discrepancies of their records, exchanges of letters between PRAMA andPLRA ensued. PLRA accused PRAMA of sowing seeds
of discontent and suspicion among PLRA’s pri
ncipalretirees, and of breach of the MOA. PLRA referred therescission of the MOA to the OGCC, which opined thatPLRA through its board of trustees could unilaterallyrescind the MOA. Consequently, the board resolved toterminate the MOA. Then, PRAMA instituted aComplaint for Specific Performance with Prayer for Preliminary Injunction against PLRA alleging that thetermination of the MOA was illegal and PLRA had yet toremit all membership fee collections covering 1996 to2000.
the courts may interfere with PLRA’s
decision to rescind in the exercise of its managementprerogatives.
Petitioner is mistaken to say that the courts
cannot interfere with the decision of corporation’s
officers and boards of trustees, nor can a party not beallowed to unilaterally rescind an agreement. The right torescind is provided for in Art. 1191:
power to rescind obligations is implied in reciprocal ones, in case one of the obligors should not comply with what is incumbent upon him. xxx The court shall decree the rescissionclaimed, unless there be just cause authorizing the fixing
of a period.”
Thus, even if a provision providing for a right to rescindis not in the agreement, a party may still rescind acontract should one obligor fail to comply with itsobligations.While PLRA may have the right to rescind the MOA,treat the contract as cancelled, and communicate therescission to PRAMA, the cancellation of the MOA is stillsubject to judicial scrutiny, should the cancellation becontested and brought to court.In
UP v. de los Angeles:
the party who deems thecontract violated may consider it resolved or rescinded,and act accordingly, without previous court action, but it
proceeds at its own risk. For it is only the final judgment of the corresponding court that will and finally settles whether the action taken was or wasnot correct in law.
the instant case, PRAMA judicially questioned theunilateral rescission by PLRA, and the TC still has todetermine whether the unilateral rescission was justified.PLRA is wrong to say that the courts may not interferewith its decision to rescind in the exercise of itsmanagement prerogatives.
Uniwide Holdings, Inc. v. Jandecs TransportationCo., Inc.Facts:
Petitioner Uniwide Holdings and respondentJandecs Transportation entered into a contract of
“Assignment of Leasehold Rights” under which the latter was to operate food and snack stalls at petitioner’s
Uniwide Coastal Mall. The contract was for a period of 18 yrs. For a consideration of P2.4M. Respondent paid