Professional Documents
Culture Documents
and CA
G.R. 79642 July 5, 1993 J. Feliciano
Topic: Novation - Changing their object or principal conditions (objective novation), Art. 1292
FACTS
- On November 28, 1980, a Lease Contract was executed between Broadway (lessor) and Tropical Hut (lessee) for a portion of the
Broadway Centrum Commercial Complex.
- For a period of 10 years (Feb 1, 1981 to Feb 1, 1991)
- Renewable for a period upon mutual agreement
- P120k monthly rental for the first 3 years, basic rental increases to P140k in the next 3 years (1984 - 1987), then increases to
P165k in the next 3 years (1987- 1991)
- On February 5, 1982, Tropical wrote a LETTER to Broadway stating that:
- Tropicals’s rental payments were too much compared to their sales
- Proposed a REDUCTION of the monthly rental to P50k or 2% of their monthly sales, whichever is higher, up to the end
of the 3rd year after which it shall again be subject to negotiations
- On March 4, 1982, Broadway made a COUNTER-PROPOSAL:
- Conditional reduction of the stipulated rental by P20k for 4 months
- Reduction was conditioned upon the good faith implementation of 6 suggestions of Broadway for the
improvement of operations of Tropical
- Any reduction in the rental is a TEMPORARY SUSPENSION of the original rate, NOT AN AMENDMENT
- The decline in sales was caused by the temporary closure of Dona Juana Rodriguez Avenue for a road expansion project. It affected
all of Broadway’s tenants
- On April 20, 1982, Broadway’s President, Mrs. Cita OROSA agreed to a PROVISIONAL AND TEMPORARY AGREEMENT
- Formalized the reduction of rentals to 2% of gross monthly sales or P60k, whichever is higher
- A provisional arrangement, not an amendment
- On Dec 15, 1982, Broadway ADVISED Tropical Hut that the rental will gradually increase to P100k, effective April 1983
- Tropical Hut appealed to fix the rental at P60k but Broadway refused
- Instead, Broadway delayed the rent increase to be effective in July 1983
- Broadway stated that the “matter was no longer negotiable”
- Tropical Hut responded that Broadway cannot arbitrarily and unilaterally increase the rentals it was a matter for mutual
agreement
- Broadway sent FORMAL NOTICE to Tropical Hut that failure to pay P100k by May 9, 1983 will cause paragraph 5 of the lease
contract to be implemented
HISTORY OF PROCEEDINGS
1. May 12, 1983 - Tropical Hut filed a COMPLAINT before RTC QC seeking the ff:
- Restraining order and preliminary injunction to prevent Broadway from invoking and implementing par. 5 of the Lease
Contract
- Court to order that the decreased rental should subsist while low sales continue
- RTC QC granted the TRO and preliminary injunction
- While trial with RTC was pending, Broadway informed Tropical that the rental will be increased to P140k for the next three years
(as per lease contract)
- Tropical reacted by filing a supplemental complaint raising the issue of w/n the letter-agreement dated April 20, 1982
had novated the Lease Contract of Nov 28, 1980.
- Tropical alleged that the original contract had been novated
- Broadway disagreed that the contract had been novated
- RTC DECISION:
- Preliminary injunction made permanent
- Reduced rental shall subsist or be effective during the period that Tropical cannot achieve its projected daily sales
average as envisioned in the feasibility study
- Contract of Lease dated Nov 28, 1980 is partially novated or modified b y the letter-agreement
- Rental after projected sales levels are reached have been specified
2. CA AFFIRMED RTC
- Held that the letter agreement novated the original lease contract
- Also held that the reduction in rentals was not entirely a gratuitous accommodation since possession of a portion of the
leased space was returned by Tropical to Broadway
- This constituted a valuable consideration for the reduction of rentals while “low sales volume continued”
- Directed Tropical to pay when its sales levels recover
ISSUES
1. W/N the letter-agreement dated April 20, 1982 had novated the Contract of Lease of November 28, 1980? - N O
(case has a discussion about novation pero the important stuff for the issue is bold)
- Novation is the extinguishment of an obligation by the substitution of that obligation with a subsequent onem which terminates it,
either by changing its object or principal conditions or by substituting a new debtor in place of the old one, or by subrogating a
third person to the rights of the creditor.
- Real novation : change of object or principal conditions
- Personal novation: change of either person of the debtor or creditor
- Novation may also be objective and subjective (mixed) at the same time
- Dual purpose is achieved by novation: an obligation is extinguished and a new one is created in lieu thereof
- Novation is never presumed, the will to novate must appear by express agreement of the parties by their acts which are too clear and
unequivocal to be mistaken.
- The Letter-Agreement was “provisional and temporary”
- It stated that it “should not be interpreted as amendment to the lease contract”
- The reduction was “conditioned” on the good faith implementation of Tropical of the 6 suggestions Broadway conveyed
regarding their operations
- The non-specification of the period of time for reduced rentals mean that Broadway retained for itself the discretionary
right to return to the original rental rate when it felt it appropriate to do so
- Nothing in the text suggest that the reduced rates could not be terminated without the consent of Tropical
- The Lease Contract made it clear that a temporary and provisional concessional reduction of rentals was not to be
construed as an alteration of waiver if any of the terms of the Lease Contract itself (see below)
-
- Negotiations before execution of the Letter-Agreement indicate that what they were negotiating was a temporary and
provisional reduction of rentals
- Tropical negotiated a reduction of rentals until the third year, then it will be subject to renegotiation
- Discussions after execution of the Letter-Agreement show that the reduction of rentals were not to persist for the
remainder of the 10-yr Contract of Lease
- It was not a permanent change of stipulations
- Tropical was attempting to modify the Lease Contract by implying/inserting terms which were not found in the Letter
Agreement
- Tropical’s theory that Broadway agreed to the reduced rental as long as it was suffering low sales appears to be an
afterthought
- But there was no agreement as to what level is considered “low sales”
- RTC referred to to Tropical’s feasibility study which was created before the Lease Contract was executed
- But the 1980 Lease Contract was silent as to the expected number of customers, rendering any estimate,
which Broadway may have conveyed to Tropical, immaterial
2. W/N the CA erred in holding that the surrender of 456.56 sqm of leased space by Tropical to Broadway constituted valuable
consideration, acceptance of which disbaled Broadway from insisting on the original terms under the Contract of Lease ? - YES
- The consideration is immaterial
- Comparison of the lease rentals reduced and the floor space surrendered yields a string presumption that Broadway could
not have agreed to the supposed partial novation.
- Rentals were reduced by 50% (from P120k to P60k)
- Floor space was reduced by 15% only
- No substantial relations existed between the floor area and the rental reduction
- In the Contract of Lease, rentals were stipulated for a total floor area of 3,042.19 sqm, no rental rate/sqm was specified
RULING
- Petition is GIVEN DUE COURSE
- CA and RTC decisions are REVERSED and SET ASIDE
- Tropical to pay Broadway the increased rentals
FULL DISPOSITIVE PORTION
WHEREFORE, for all the foregoing, the Petition for Review on Certiorari is hereby GIVEN DUE COURSE, an the Comment filed by
private respondent Tropical is hereby TREATED as its ANSWER and the Decision dated 30 January 1987 of the Court of Appeals and the
Decision dated 14 March 1985 of the trial court are hereby REVERSED and SET ASIDE. A new judgment is hereby entered dismissing the
complaint filed by private respondent Tropical, and requiring private respondent Tropical to pay to petitioner Broadway the following rental
rates:
- P80,000.00 per month from 1 January 1983 up to 30 June 1983;
- P100,000.00 per month from 1 July 1983 up to 31 January 1984;
- P140,000.00 per month from 1 February 1984 to 1 February 1987; and
- P160,000.00 per month from 1 February 1987 to 31 January 1991.
The penalty of 2% per month on unpaid rentals specified in Section 5 of the 28 November 1980 Contract of Lease is, in the exercise of the
CourtÊs discretion, hereby equitably REDUCED to ten percent (10%) per annum computed from accrual of such rentals as above specified
until fully paid. In addition, private respondent Tropical shall pay topetitioner Broadway attorney’s fees in the amount of ten percent (10%)
(and not twenty percent [20%] as specified in Section 33 of the Contract of Lease) of the total amount due and payable to petitioner
Broadway under this Decision. Costs against private respondent.
SO ORDERED.