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HDMF vs.

CA Service contract includes this stipulation:

Topic: Article 1374; Interpreted Together That this AGREEMENT takes effect on January 1,
1985 up to December 31, 1985, provided however, that
Petitioner: Home Development Mutual Fund and Marilou Adea- either party who desires to terminate the contract may serve
Protor the other party a written notice at least thirty (30) days in
Respondent: Court of Appeals and Dra. Cora J. Virata and advance.
Associates, Inc. On December 16, 1985, Dra. Cora J. Virata wrote petitioner
Marilou O. Adea-Proctor, to inform that she (Dra. Cora J.
SHORT ANSWERS: Virata) was assuming from their (petitioners) silence that
1. Where did the problem start: When petitioner sent a letter subject Agreement was renewed for the succeeding period,
stating that they will no longer need the services of private from January 1, 1986 to December 31, 1986.
respondent through a letter dated December 23, 1985 which In her Reply-letter, dated December 23, 1985, petitioner
is in violation of the contract (termination must be made 30 Adea-Proctor notified Dra. Cora J. Virata of the termination
days in advance) of the contract in question upon its expiration on December
2. Who was chasing who: HDMF was chasing Dra. Virata and 31, 1985
Associates, Inc. But such letter-reply was formally and actually received by
3. What is the contract: Consultancy agreement the private respondents only on January 9, 1986.
In the Complaint filed on January 15, 1986, private
RELEVANT ARTICLE: respondents averred that petitioners sudden and
unexpected termination of the Consultancy Agreement,
Art. 1374. The various stipulations of a contract shall be interpreted which requires a written notice thirty (30) days in advance,
together, attributing to the doubtful ones that sense which may result did not conform therewith.
from all of them taken jointly. (1285) RTC ruled in favor of private respondent
CA affirmed the decision made by the RTC
FACTS: Petitioners appeal and show their reliance on the first clause
CONVIR and Associates, Inc. and the petitioner, Home of the aforementioned stipulation (That this AGREEMENT
Development Mutual Fund (HDMF) takes effect on January 1, 1985 up to December 31, 1985)
Entered into a CONSULTANCY AGREEMENT by virtue of claiming that the CA erred in its decision.
which the former obligated itself to render medical services It is petitioners submission that the first clause referred

to the employees of HDMF. to is independent, distinct and separate from the said
proviso, such that upon the expiration of the period stated in
the first clause, the Consultancy Agreement ceased to have Article 1374 of the New Civil Code, on the other hand,
any binding effect between the contracting parties even requires that The various stipulations of a contract shall
though they (petitioners) did not give any written notice of be interpreted together, attributing to the doubtful ones
termination at least thirty (30) days in advance. that sense which may result from all of them
taken jointly.
ISSUE: WON petitioners reliance on [only] the first clause of the Conformably, to ascertain the true meaning or import of
aforementioned agreement is correct the controverted provision of subject Consultancy
Agreement, its entirety must be considered; not merely
HELD: the first clause.
No Consequently, petitioners interpretation solely
Time-honored is the rule that in the construction of an based on the first clause, and which completely
instrument where there are several provisions or ignored the second clause under scrutiny, cannot
particulars, such a construction is, if possible, to be be upheld.
adopted as will give effect to all.