Republic of the Philippines

Court of Appeals
Cebu City

EIGHTEENTH (18TH) DIVISION

BONG SOO PARK, GO BUN KIL, CA-G.R. SP NO. 11654

JUNG KWAN PARK, KANG
KYUNG LEE, KIM EUN Members:
KYEONG, JUNGMIN LEE,
YIDAE OH, and INGLES, G. T, Chairperson,
MACTAN ISLA RESORT AND MONTEJO-GONZAGA, D.P. and
SPA, CORPIN, JR., B.G., JJ.
Petitioners

- versus-

HON. RAMON B. DAOMILAS,

JR., in his capacity as Presiding Promulgated: January 26, 2021
Judge of the Regional Trial Court,
Branch 11, Cebu City,
SEUNGHYUN LEE, KIM PAN
HEOUNG, SON BYUNG
CHEON, HAM SO YOUNG,
JEON HO CHUL, and
PABLO ALOYAN,
Respondents.

D E C I S I O N

MONTEJO-GONZAGA, J.:

Before Us is a Petition for Certiorari1 under Rule 65 dated 2 April

2018, assailing the following orders of the Regional Trial Court,
Branch 11, Cebu City:

1 Rollo., pp. 4 – 34.

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1. Order2 dated 23 November 2017, which denied the petitioner’s

Motion for Leave to Admit Amended Complaint with Attached
Amended Complaint;3 and
2. Order4 dated 15 January 2018, which denied the petitioner's
Motion for Reconsideration.5

THE ANTECEDENTS

This case originated from a Petition for Injunction and Damages

with Prayer for Temporary Restraining Order and Writ of Preliminary
Injunction6 filed by the petitioners against the private respondents
before the Regional Trial Court, Branch 11, Cebu City docketed as
SRC Case No. R-CEB-16-02664-CV. However, the petitioners, due to
loss of trust and confidence, terminated their lawyer-client
relationship with their counsel, and hired the undersigned counsel.
Thereafter, the petitioners filed a Motion for Leave to Admit Amended
Complaint with Attached Amended Complaint,7 now for the declaration
of nullity of deed of absolute sale, transfer of shares, and General
Information Sheet (GIS) dated 11 July 2014 and subsequent GIS, with
writ of preliminary injunction and damages.

However, this was denied by the trial court in an Order8 dated

23 November 2017. Petitioner's Motion for Reconsideration9 was then
denied in an Order10 dated 15 January 2018.

Not satisfied by the adverse decision of the trial court,

petitioner now seeks recourse before Us via the instant Petition for
Certiorari.

2 Id., pp. 166 – 167.

3 Id., pp. 35 – 49.
4 Id., p. 179.
5 Id., pp. 168 – 174.
6 Id., pp. 23 – 34.
7 Id., pp. 35 – 49.
8 Id., pp. 166 – 167.
9 Id., pp. 168 – 174.
10 Id., p. 179.
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ASSIGNMENT OF ERROR

In seeking a reversal of the assailed Orders, the petitioners

assign the following errors:11

I.
WHETHER OR NOT THE ORIGINAL COMPLAINT MAY BE
AMENDED TO CHANGE THE THEORY OR CAUSE OF
ACTION OF THE CASE; and

II.
WHETHER OR NOT THE PUBLIC RESPONDENT
COMMITTED GRAVE ABUSE OF DISCRETION IN
DENYING ADMISSION TO THE AMENDED COMPLAINT
OF PETITIONERS WHICH CHANGED THE THEORY OR
CAUSE OF ACTION OF THE CASE.

THIS COURT'S RULING

The issues submitted before this Court have become moot and
academic.

The private respondents submitted a JUDGMENT based on

Compromise12 issued by the Regional Trial Court, Branch 11, Cebu
City dated 13 September 2018, which approved a compromise
agreement submitted by the parties in Civil Case No. R-CEB-16-
02644-CV, the lower court case number of the present petition.

The relevant portions of the Compromise Agreement are as

follows:

KNOW ALL MEN BY THESE PRESENTS:

This COMPROMISE AGREEMENT is entered into this 07

September 2018 at Lapu-Lapu City, Philippines, by and between:

MACTAN ISLA RESORT AND SPA INC., a corporation

organized and existing under Philippine Laws with office at Agus
11 Id., p. 6.
12 Id., pp. 228 – 235.
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Road, Marigondon, Lapu-Lapu City represented hereby SEUNG

HYUNG LEE and PABLO ALOYAN; TERRA UNIFICUS
DEVELOPMENT INC., a corporation organized and existing under
Philippine Laws with office at Agus Road, Marigondon, Lapu-Lapu
City represented herein by PABLO ALOYAN, and EUN K
ENTERTAINMENT, INC., a corporation organized and existing
under Philippine Laws with office at Agus Road, Marigondon,
Lapu-Lapu City represented here by PABLO ALOYAN, hereinafter
collectively referred to as the “FIRST PARTY”,

– AND –

PARK JUNG HO, PARK JUNG KWAN, BONG SOO PARK,

GO BUN KIL, CHOI SANG HO, PARK SANGHEON ALSO
KNOWN AS CARL PARK, SON WAE RAK, SONG JUNSUB
ALSO KNOWN AS DANNY KIM, and OH YIDAE, all of legal
ages, Koreans, and presently with address at Lapu-Lapu City,
Philippines, hereinafter collectively referred to as the “SECOND
PARTY”

W I T N E S S E T H:

WHEREAS, the FIRST PARTY and SECOND PARTY are

involved in several cases, including the following cases:

A. Cases filed by the SECOND PARTY against the FIRST PARTY:

1. intra-corporate dispute pending before Regional Trial

Court Branch 11 Cebu City docketed as SRC CASE No. R-
CEB-16-02664-CV entitled “Bong Soo Park et al vs. Seung Hyun
Lee at al.”;

xxxx

2. DISMISSAL AND DESISTANCE OF ALL PENDING CASES

AND FUTURE CASES

xxxx

1.7 The SECOND PARTY agrees to sign and execute

Motions to Dismiss and/or Motions to Withdraw and/or
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Motion to Approve Compromise Agreement or any other

appropriate document to withdraw or cause the withdrawal
of all cases they filed against the FIRST PARTY, including the
following cases:

a. intra-corporate dispute pending before Regional Trial Court

Branch 11 Cebu City docketed as SRC Case No. R-CEB-16-
02664-CV entitled “Bong Soo Park et al vs. Seung Hyun Lee et
al.”;

xxxx

The Motions to Dismiss and/or Motions to Withdraw and/or

any other appropriate document to withdraw or cause the
withdrawal of the above-enumerated cases shall be signed by the
SECOND PARTY together with the signing of this Compromise
Agreement and shall be filed together with the filing of this
Compromise Agreement.

1.8 The SECOND PARTY undertakes that they shall not

commence any case and/or they shall desist from prosecuting
any pending case against the FIRST PARTY or any of its
stockholders and officers arising from the 10 August 2018
incident and their consequent arrest arising from the said
incident.

The SECOND PARTY likewise undertakes that they

shall not commence and/or they shall desist from prosecuting
any and all cases arising from any and all causes of action
relative to the ownership of shares, interest, or any form of
indebtedness claimed by the SECOND PARTY against the
FIRST PARTY.

xxxx

3. WAIVER OF RIGHTS AND UNDERTAKINGS

1.10 It is the intention of the FIRST PARTY and SECOND

PARTY that this COMPROMISE AGREEMENT shall be a full
and final settlement of any and all claims between the parties,
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including all stockholders, directors, and officers of the three

(3) corporations, in the Philippines and in Korea;

xxxx

1.14 It is understood that this Compromise Agreement shall

serve as the parties' total and complete settlement of all their
disputes, present or future, and shall serve as res judicata to
bar any and all actions between them involving the same or
similar issues and subject matter involved in, or related to,
this Compromise Agreement or necessarily included therein.

1.15 Both parties have executed this Compromise

Agreement by their own voluntary act and deed in their
mutually agreed terms. Both parties warrant further that they
did so with the full understanding of its nature and its
consequence to the pending cases involved in its Compromise
Agreement.

1.16 The parties shall submit this Compromise Agreement to

the appropriate Courts for approval, which shall be made the
basis of a judgment with respect to the civil aspect of the case,
and the dismissal of the criminal aspect for lack of interest
and/or failure to prosecute. (Emphasis from Original)

A compromise agreement is essentially a contract perfected by

mere consent, the latter being manifested by the meeting of the offer
and the acceptance upon the thing and the cause which are to
constitute the contract.13

Art. 2028 of the Civil Code defines a compromise as “a contract

whereby the parties, by making reciprocal concessions, avoid a
litigation or put an end to only already commenced.” Like any other
contract, it must comply with the essential requisites of a contract
under Art. 1318 of the New Civil Code, to wit: (a) consent of the
contracting parties; (b) object certain which is the subject matter of
the contract; and (c) cause of the obligation which is established. Like
any other contract, the obligation of which is established. Like any

13 Paraiso International Properties, Inc. v. CA, G.R. No. 153420, April 16, 2008.
CA-G.R. SP NO. 11654 Page07 of 8
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other contract, the terms and conditions of a compromise agreement

must not be contrary to law, morals, good customs, public policy and
public order.14

Accordingly, the terms of the Compromise Agreement have

been freely and voluntarily agreed upon and accepted by the
signatories thereto and the principal parties they represent, and are
not contrary to law, morals, public order or public policy. It was
freely agreed therein that it shall serve as the parties' total and
complete settlement of all their disputes, present or future, and shall
serve as res judicata to bar any and all actions between them involving
the same or similar issues and subject matter involved in, or related
to it.

WHEREFORE, in view of the foregoing, the Petition for

Certiorari is DISMISSED for being moot and academic.

SO ORDERED.

ORIGINAL SIGNED
DOROTHY P. MONTEJO-GONZAGA
Associate Justice

WE CONCUR:

ORIGINAL SIGNED ORIGINAL SIGNED

GABRIEL T. INGLES BAUTISTA G. CORPIN, JR.
Executive Justice Associate Justice

14 Rivero v. CA, G.R. No. 141273, May 17, 2005.

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CERTIFICATION

Pursuant to Article VIII, Section 13 of the Constitution, it is

hereby certified that the conclusions in the above decision were
reached in consultation before the case was assigned to the writer of
the opinion of the Court.

ORIGINAL SIGNED
GABRIEL T. INGLES
Executive Justice
Chairperson, Eighteenth Division