Article 1191 of the New Civil Code provides a party the right to rescind the agreement and clearly

overrides any stipulation to the contrary. However, the

grounds that would serve as basis to the application of the said article must be clearly established.

In the exercise of this option under Article 1191,

ISSUE: was it necessary for the City of Baguio to provide Jadewell an opportunity to air its side on the matter before the former implemented
the rescission of the MOA? In the instant case, was Jadewell deprived of procedural due process?

We answer in the negative. We disagree with the rulings of the RTC and the CA that Jadewell was deprived of due process. In Taxicab Operators of Metro
Manila v. The Board of Transportation,157 we confronted the issue of whether the petitioners were denied procedural due process when the respondent
Board of Transportation issued a circular ordering the phasing out of old vehicles to be used as taxicabs. In the said case, the phase-out was embodied in
a circular that was promulgated without holding a public hearing or at least requiring those affected to submit their position papers on the policy to be
implemented. We held for the respondent Board, and ruled in this wise:

Dispensing with a public hearing prior to the issuance of the Circulars is neither violative of procedural due process. As held in Central Bank vs. Hon.
Cloribel and Banco Filipino, 44 SCRA 307 (1972):

Previous notice and hearing as elements of due process, are constitutionally required for the protection of life or vested property rights, as well as of liberty,
when its limitation or loss takes place in consequence of a judicial or quasi-judicial proceeding, generally dependent upon a past act or event which has to
be established or ascertained. It is not essential to the validity of general rules or regulations promulgated to govern future conduct of a class or persons or
enterprises, unless the law provides otherwise.

In the instant case, the assailed act by the Sanggunian Panlungsod in rescinding the MOA – be it first or second act of rescission – was clearly in the
exercise of its legislative or administrative functions and was not an exercise of a judicial or quasi-judicial function. The Sanggunian Panlungsod does not
possess any judicial or quasi-judicial functions. The preamble of the MOA lends support to this view. Evidently, the foremost reason why the agreement
was entered into by the parties was to provide order, given Baguio City’s parking problems in identified areas, as well as to generate income.

The objectives of the Sanggunian Panlungsod, as well as its intention to rescind the MOA; because it deems to no longer serve the interest of the City of
Baguio, are clearly an exercise of its legislative or administrative function. However, it is another matter as to whether the City of Baguio was able to clearly
establish the grounds as basis for the exercise of its right to rescind.