NORTON RESOURCES v. ALL ASIA BANK CORPORATION, GR No.

162523, 2009-11-25
Facts:
Before this Court is a Petition for Review on Certiorari
Petitioner Norton Resources and Development Corporation (petitioner) is a domestic corporation
engaged in the business of construction and development of housing subdivisions based in Davao
City, while respondent All Asia Bank Corporation (respondent), formerly known as Banco
Davao-Davao City Development Bank, is a domestic banking corporation operating in Davao City.
petitioner applied for and was granted a loan by respondent in the amount of Three Million Eight
Hundred Thousand Pesos (P3,800,000.00) as evidenced by a Loan Agreement.
loan was intended for the construction of 160 housing units... on a 3.9 hectare property located in
Matina Aplaya, Davao City
To speed up the processing of all documents necessary for the release of the funds, petitioner
allegedly offered respondent a... service/commitment fee of P320,000.00 for the construction of 160
housing units, or at P2,000.00 per unit. The offer having been accepted, both parties executed a
Memorandum of Agreement[6] (MOA) on the same date.
As guarantor, the Home Financing Corporation (HFC), a government entity tasked to encourage
lending institutions to participate in the government's housing programs, extended security coverage
obligating itself to pay the said loan upon default of petitioner.
Out of the loan... proceeds in the amount of P3,800,000.00, respondent deducted in advance the
amount of P320,000.00 as commitment/service fee.
Unfortunately, petitioner was only able to construct 35 out of the 160 housing units proposed to be
constructed under the contract. In addition, petitioner defaulted in the payment of its loan obligation.
respondent made a call on the unconditional cash guarantee of HFC.
In order to recover from HFC,... respondent assigned to HFC its interest over the mortgage by virtue
of a Deed of Assignment... the outstanding obligation of petitioner amounted to P3,240,757.99. HFC
paid only P2,990,757.99, withholding the amount of P250,000.00. Upon payment, HFC executed a
Deed of Release of Mortgage[8] on February 14, 1984, thereby canceling... the mortgage of all
properties listed in the Deed of Assignment.
Respondent made several demands from HFC for the payment... but HFC continued to withhold the
same upon the request of petitioner.
Thus, respondent filed an action to recover the
P250,000.00 with the RTC,... RTC rendered a Decision[10] in favor of respondent,... HFC appealed
to the CA which, in turn, sustained the decision of the RTC. The CA decision became final and
executory.
However, on February 22, 1993, petitioner filed a Complaint... or Sum of Money, Damages and
Attorney's Fees against respondent with the RTC... etitioner alleged that the P320,000.00
commitment/service fee mentioned in... the MOA was to be paid on a per-unit basis at P2,000.00 per
unit. Inasmuch as only 35 housing units were constructed,... etitioner posited that it was only liable to
pay P70,000.00 and not the whole amount of P320,000.00, which was deducted in advance from the
proceeds of the... loan.
etitioner demanded the return of P250,000.00, representing the commitment fee for the 125 housing
units left unconstructed and unduly collected by respondent.
In its Answer,... respondent denied that the
P320,000.00 commitment/service fee provided in the MOA was broken down into P2,000.00 per
housing unit for 160 units.
respondent averred that petitioner's action was already barred by res... judicata considering that the
present controversy had already been settled in a previous judgment rendered by RTC,... After trial
on the merits, the RTC rendered a Decision... in favor of petitioner
Aggrieved, respondent appealed to the CA.
the CA reversed the ruling of the RTC. The CA held that from the literal import of the MOA, nothing
was mentioned about the arrangement that the payment of the commitment/service fee... was on a per
unit basis
The instant Petition is bereft of merit.
Issues:
WHETHER OR NOT THE MEMORANDU[M] OF AGREEMENT (MOA) REFLECTS THE
TRUE INTENTION OF THE PARTIES[;]
WHETHER OR NOT HEREIN PETITIONER IS ENTITLED TO RECOVER THE AMOUNT OF
TWO HUNDRED [FIFTY] THOUSAND PESOS REPRESENTING THE ONE HUNDRED
TWENTY FIVE (125) UNCONSTRUCTED HOUSING UNITS AT TWO THOUSAND PESOS
(PHP. 2,000.00) EACH AS AGREED [; AND]
WHETHER OR NOT VICTOR FACUNDO AS THE VICE PRESIDENT AND GENERAL
MANAGER AT THE TIME THE AFOREMENTIONED MOA WAS EXECUTED, WAS
AUTHORIZED TO ENTER INTO [AN] AGREEMENT AND TO NEGOTIATE THE TERMS
AND CONDITIONS THEREOF TO THEIR CLIENTELE.
The cardinal rule in the interpretation of contracts is embodied in the first paragraph of Article 1370
of the Civil Code: "[i]f the terms of a contract are clear and leave no doubt upon the intention of the
contracting parties, the literal meaning of its... stipulations shall control.
his provision is akin to the "plain meaning rule" applied by Pennsylvania courts, which assumes that
the intent of the parties to an instrument is "embodied in the writing itself, and when the words are
clear and unambiguous the intent is to be... discovered only from the express language of the
agreement.
In our jurisdiction,... he rule is that where the language of a contract is plain and unambiguous, its
meaning should be determined without reference to extrinsic facts or aids
Moreover, Section 9, Rule 130 of the Revised Rules of Court clearly provides:
SEC. 9. Evidence of written agreements. -- When the terms of an agreement have been reduced to
writing, it is considered as containing all the terms agreed upon and there can be, between the parties
and their successors in interest, no evidence of such... terms other than the contents of the written
agreement.
However, a party may present evidence to modify, explain or add to the terms of the written
agreement if he puts in issue in his pleading:
(a) An intrinsic ambiguity, mistake, or imperfection in the written agreement;
(b) The failure of the written agreement to express the true intent and agreement of the parties
thereto;
(c) The validity of the written agreement; or
(d) The existence of other terms agreed to by the parties or their successors in interest after the
execution of the written agreement.
Ruling:
The "parol evidence rule" forbids any addition to or contradiction of the terms of a written instrument
by testimony or other evidence purporting to show that, at or before the execution of the parties'
written agreement, other or different terms were agreed upon by the parties,... varying the purport of
the written contract
When an agreement has been reduced to writing, the parties cannot be permitted to adduce evidence
to prove alleged practices which, to all purposes, would alter the terms of the written agreement.
Whatever is not found in the writing... is understood to have been waived and abandoned.
A contract of adhesion is defined as one in which one of the parties imposes a ready-made form of
contract, which the other party may accept or reject, but which the latter cannot modify. One party
prepares the stipulation in the contract, while the other party merely affixes... his signature or his
"adhesion" thereto, giving no room for negotiation and depriving the latter of the opportunity to
bargain on equal footing.
WHEREFORE, the instant Petition is DENIED and the assailed Court of Appeals Decision is
AFFIRMED. Costs against petitioner.

Saludo, Jr. v. Court of Appeals

G.R. No. 95536, 23 March 1992, 207 SCRA 498

FACTS:

Crispina Galdo Saludo, mother of the petitioners, died in Chicago, Illinois. Pomierski and Son
Funeral Home of Chicago, made the necessary preparations and arrangements for the shipment of
the remains from Chicago to the Philippines. Pomierski brought the remains to Continental Mortuary
Air Services (CMAS) at the Chicago Airport which made the necessary arrangements such as
flights, transfers, etc. CMAS booked the shipment with PAL thru the carrier’s agent Air Care
International. PAL Airway Bill Ordinary was issued wherein the requested routing was from Chicago
to San Francisco on board Trans World Airline (TWA) and from San Francisco to Manila on board
PAL.

Salvacion (one of the petitioners), upon arrival at San Francisco, went to the TWA to inquire about
her mother’s remains. But she was told they did not know anything about it. She then called
Pomierski that her mother’s remains were not at the West Coast terminal. Pomierski immediately
called CMAS which informed that the remains were on a plane to Mexico City, that there were two
bodies at the terminal, and somehow they were switched. CMAS called and told Pomierski that they
were sending the remains back to California via Texas.

Petitioners filed a complaint against TWA and PAL fir the misshipment and delay in the delay of the
cargo containing the remains of the late Crispina Saludo. Petitioners alleged that private
respondents received the casketed remains of Crispina on October 26, 1976, as evidenced by the
issuance of PAL Airway Bill by Air Care and from said date, private respondents were charged with
the responsibility to exercise extraordinary diligence so much so that the alleged switching of the
caskets on October 27, 1976, or one day after the private respondents received the cargo, the latter
must necessarily be liable.

ISSUE:

Whether or not there was delivery of the cargo upon mere issuance of the airway bill
Whether or not the delay in the delivery of the casketed remains of petitioners’ mother was due to
the fault of respondent airline companies

HELD:

NO to both, but TWA was held to pay petitioners nominal damages of P40,000 for its violation of the
degree of diligence required by law to be exercised by every common carrier
Ordinarily, a receipt is not essential to a complete delivery of goods to the carrier for transportation
but, when issued, is competent and prima facie, but not conclusive, evidence of delivery to the
carrier. A bill of lading, when properly executed and delivered to a shipper, is evidence that the
carrier has received the goods described therein for shipment. Except as modified by statute, it is a
general rule as to the parties to a contract of carriage of goods in connection with which a bill of
lading is issued reciting that goods have been received for transportation, that the recital being in
essence a receipt alone, is not conclusive, but may be explained, varied or contradicted by parol or
other evidence.

In other words, on October 26, 1976 the cargo containing the casketed remains of Crispina Saludo
was booked for PAL Flight Number PR-107 leaving San Francisco for Manila on October 27, 1976,
PAL Airway Bill No. 079-01180454 was issued, not as evidence of receipt of delivery of the cargo on
October 26, 1976, but merely as a confirmation of the booking thus made for the San Francisco-
Manila flight scheduled on October 27, 1976. Actually, it was not until October 28, 1976 that PAL
received physical delivery of the body at San Francisco, as duly evidenced by the Interline Freight
Transfer Manifest of the American Airline Freight System and signed for by Virgilio Rosales at
1945H, or 7:45 P.M. on said date.

Explicit is the rule under Article 1736 of the Civil Code that the extraordinary responsibility of the
common carrier begins from the time the goods are delivered to the carrier. This responsibility
remains in full force and effect even when they are temporarily unloaded or stored in transit, unless
the shipper or owner exercises the right of stoppage in transitu, and terminates only after the lapse
of a reasonable time for the acceptance, of the goods by the consignee or such other person entitled
to receive them. And, there is delivery to the carrier when the goods are ready for and have been
placed in the exclusive possession, custody and control of the carrier for the purpose of their
immediate transportation and the carrier has accepted them. Where such a delivery has thus been
accepted by the carrier, the liability of the common carrier commences eo instanti.

Hence, while we agree with petitioners that the extraordinary diligence statutorily required to be
observed by the carrier instantaneously commences upon delivery of the goods thereto, for such
duty to commence there must in fact have been delivery of the cargo subject of the contract of
carriage. Only when such fact of delivery has been unequivocally established can the liability for
loss, destruction or deterioration of goods in the custody of the carrier, absent the excepting causes
under Article 1734, attach and the presumption of fault of the carrier under Article 1735 be invoked.

As already demonstrated, the facts in the case at bar belie the averment that there was delivery of
the cargo to the carrier on October 26, 1976. Rather, as earlier explained, the body intended to be
shipped as agreed upon was really placed in the possession and control of PAL on October 28,
1976 and it was from that date that private respondents became responsible for the agreed cargo
under their undertakings in PAL Airway Bill No. 079-01180454. Consequently, for the switching of
caskets prior thereto which was not caused by them, and subsequent events caused thereby, private
respondents cannot be held liable.

The oft-repeated rule regarding a carrier’s liability for delay is that in the absence of a special
contract, a carrier is not an insurer against delay in transportation of goods. When a common carrier
undertakes to convey goods, the law implies a contract that they shall be delivered at destination
within a reasonable time, in the absence, of any agreement as to the time of delivery. But where a
carrier has made an express contract to transport and deliver property within a specified time, it is
bound to fulfill its contract and is liable for any delay, no matter from what cause it may have arisen.
This result logically follows from the well-settled rule that where the law creates a duty or charge,
and the party is disabled from performing it without any default in himself, and has no remedy over,
then the law will excuse him, but where the party by his own contract creates a duty or charge upon
himself, he is bound to make it good notwithstanding any accident or delay by inevitable necessity
because he might have provided against it by contract. Whether or not there has been such an
undertaking on the part of the carrier to be determined from the circumstances surrounding the case
and by application of the ordinary rules for the interpretation of contracts.

Echoing the findings of the trial court, the respondent court correctly declared that —
In a similar case of delayed delivery of air cargo under a very similar stipulation contained in the
airway bill which reads: “The carrier does not obligate itself to carry the goods by any specified
aircraft or on a specified time. Said carrier being hereby authorized to deviate from the route of the
shipment without any liability therefor”, our Supreme Court ruled that common carriers are not
obligated by law to carry and to deliver merchandise, and persons are not vested with the right to
prompt delivery, unless such common carriers previously assume the obligation. Said rights and
obligations are created by a specific contract entered into by the parties (Mendoza vs. PAL, 90 Phil.
836).
There is no showing by plaintiffs that such a special or specific contract had been entered into
between them and the defendant airline companies.
And this special contract for prompt delivery should call the attention of the carrier to the
circumstances surrounding the case and the approximate amount of damages to be suffered in case
of delay (See Mendoza vs. PAL, supra). There was no such contract entered into in the instant
case.”
A common carrier undertaking to transport property has the implicit duty to carry and deliver it within
reasonable time, absent any particular stipulation regarding time of delivery, and to guard against
delay. In case of any unreasonable delay, the carrier shall be liable for damages immediately and
proximately resulting from such neglect of duty. As found by the trial court, the delay in the delivery
of the remains of Crispina Saludo, undeniable and regrettable as it was, cannot be attributed to the
fault, negligence or malice of private respondents,a conclusion concurred in by respondent court and
which we are not inclined to disturb.

Marcos vs Heirs of Navarro

(G.R. No. 198240; July 3, 2013; Villarama)
Facts:

 
Spouses Navarro passed away and left behind several parcels of land. They weresurvived by
their daughters, Luisa Navarro Marcos (petitioner) and Lydia NavarroGrageda, and the heirs
of their only son, Andres Navarro. The heirs of Andres arethe respondents in this case.

 
Petitioner and her sister Lydia discovered that respondents are claiming exclusiveownership of
the lot based on an Affidavit of Transfer of Real Property whereAndres, Sr. donated the lot to
Andres, Jr.

 
The sisters requested a handwriting examination of the affidavit.

 
The PNP handwriting expert, PO2 Mary Grace Alvarez, found that Andres, Sr.’s
signature on the affidavit and the submitted standard signatures of Andres, Sr.were not written by
the same person.

 
The sisters sued the respondents for annulment of the deed of donation.

 
Respondents moved to disqualify PO2 Alvarez as a witness.

 
RTC granted respondents’ motion and disqualified Alvarez as a witness, ruling
that her supposed testimony would be hearsay as she has no personal knowledgeof the alleged
handwriting of Andres, Sr. Also, there is no need for PO2 Alvarezto be presented, if she is to be
presented as an expert witness, because her testimony is not yet needed.

 
CA dismissed the sisters’ petition for certiorari.
 
Issue/ Held:
W/N PO2 Alvarez should be disqualified as a witness. | NO.
Ratio:

 
Section 21 disqualifies a witness by reason of mental incapacity or immaturity.Section 22
disqualifies a witness by reason of marriage. Section 23 disqualifies awitness by reason of death
or insanity of the adverse party. Section 24 disqualifiesa witness by reason of privileged
communication.

 
The specific enumeration of disqualified witnesses excludes the operation of causes of disability
other than those mentioned in the Rules. The Rules should not be interpreted to include an
exception not embodied therein.

 
As a handwriting expert of the PNP, PO2 Alvarez can surely perceive and makeknown her
perception to others.
 

 
R 
espondents’ motion to disqualify her should have been denied by the RTC for it
was not based on any of these grounds for disqualification. The RTC confused thequalification
of the witness with the credibility and weight of her testimony.

 
Moreover, Section 49, Rule 130 of the Rules of Evidence is clear that the opinionof an expert
witness may be received in evidence.

 
PO2 Alvarez’s testimony would not be hearsay. Under Section 49 of Rule 130,
PO2 Alvarez is allowed to render an expert opinion.

 
Although the
word “may” in Sec. 49 of Rule 130 signifies that the use of the
opinion of an expert witness is permissive and not mandatory on the part of thecourts,
handwriting experts are often offered as expert witnesses considering thetechnical nature of the
procedure in examining forged documents.

 
RTC shouldn’t have disqualified Alvarez as a witness. She has the qualifications
and none of the disqualifications of a witness under the Rules.

 
The analysis of the signature in the deed of donation executed by the late Andres,Sr. is crucial to
the resolution of the case

REPUBLIC vs TUVERA (February 16, 2007)

FACTS: Twin peaks is a corporation engaged in real estate business. President Marcos granted
Twin peaks a Timber License Agreement (TLA) in favor of the latter to operate on 26,000
hectares of land with an annual allowable cut of 60,000 cubic meters of mahogany and narra
species. As a result Twin peaks was able to engage in logging operations.
With President Marcos was ousted, Corazon C. Aquino assumed presidency and established the
Philippine Commission on Good Government (PCGG) to track down the ill-gotten wealth
procured by Marcos. PCGG was granted the power to issue writs of sequestration.  PCGG issued
a Writ of Sequestration on all assets, properties, records, documents, and shares of stock of
Twin Peaks on the ground that all the assets of the corporation are ill-gotten wealth for having
been acquired directly or indirectly through fraudulent and illegal means.

During trial after the prosection has rested its case and wiith leave of court, respondents filed a
Demurrer to Evidence on the basis of res judicata citing the factual antecedents culminating
with the Court’s decision in Felipe Ysmael, Jr. & Corp., Inc. v. Sec. of Environment and Natural
Resources.

Sandiganbayan sustained the demurrer to evidence. The Republic questioned the correctness
of the Sandiganbayan’s decision to grant the demurrer to evidence because it was not based
solely on the insufficiency of its evidence but also on the evidence of respondent mentioned
during the pre-trial conference. The Republic also challenges the applicability of res judicata. 

ISSUE: Whether or not a demurrer to evidence may be granted on the ground of res judicata

RULING: An examination of the Sandiganbayan’s Resolution shows that dismissal of the case on
demurrer to evidence was principally anchored on the Republic’s failure to show its right to
relief because of the existence of a prior judgment which consequently barred the relitigation
of the same issue. In other words, the Sandiganbayan did

not dismiss the case on the insufficiency of the Republic’s evidence nor on the strength of
respondents’ evidence. Rather, it based its dismissal on the existence of the Ysmael case which,
according to it, would render the case barred by res judicata.
For res judicata to serve as an absolute bar to a subsequent action, the following requisites
must concur: (1) the former judgment or order must be final; (2) the judgment or order must be
on the merits; (3) it must have been rendered by a court having jurisdiction over the subject
matter and parties; and (4) there must be between the first and second actions, identity of
parties, of subject matter, and of causes of action. When there is only identity of issues with no
identity of causes of action, there exists res judicata in the concept of conclusiveness of
judgment.

In Ysmael, the case was between Felipe Ysmael Jr. & Co., Inc. and the Deputy Executive
Secretary, the Secretary of Environment and Natural Resources, the Director of the Bureau of
Forest Development and Twin Peaks Development and Realty Corporation. The present case,
on the other hand, was initiated by the Republic of

the Philippines represented by the Office of the Solicitor General. No amount of imagination
could let us believe that there was an identity of parties between this case and the one
formerly filed by Felipe Ysmael Jr. & Co., Inc.

The Sandiganbayan held that despite the difference of parties, res judicata nevertheless applies
on the basis of the supposed sufficiency of the "substantial identity" between the Republic of
the Philippines and Felipe Ysmael, Jr. Co., Inc. We disagree. The Court in a number of cases
considered the substantial identity of parties in the application of res judicata in instances
where there is privity between the two parties, as between their successors in interest by
title or where an additional party was simply included in the subsequent case or where one of
the parties to a previous case was not impleaded in the succeeding case.

The Court finds no basis to declare the Republic as having substantial interest as that of Felipe
Ysmael, Jr. & Co., Inc. In the first place, the Republic’s cause of action lies in the alleged abuse of

power on respondents’ part in violation of R.A. No. 3019 and breach of public trust, which in
turn warrants its claim for restitution and damages. Ysmael, on the other hand, sought the
revocation of TLA No. 356 and the reinstatement of its own timber license agreement. Indeed,
there is no identity of parties and no identity of causes of action between the two cases.

G.R. No. 142848 June 30, 2006

EUGENE C. YU vs. THE HONORABLE PRESIDING JUDGE,
REGIONAL TRIAL COURT OF TAGAYTAY CITY, BRANCH 18,
THE HONORABLE SECRETARY OF THE DEPARTMENT OF
JUSTICE, ASSISTANT PROVINCIAL PROSECUTOR JOSE M.
VELASCO, SEC. TEOFISTO T. GUINGONA, RODOLFO OCHOA
and REYNALDO DE LOS SANTOS A.K.A. “Engine,”

FACTS:
Atty. Eugene Tan, former President of the Integrated Bar of the
Philippines (IBP) and his driver Eduardo Constantino were abducted by
Pedro Lim, Bonifacio Roxas, Sgt. Edgar Allan Abalon, Mariano Hizon,
Eugenio Hizon in Alabang, Muntinlupa, and brought somewhere in
Cavite where they were both shot to death. It was alleged that it was a
military operation against communist rebels. An information was then
filed against the said perpetrators but after investigation, the following
individuals were included namely, Eugene C. Yu, and Patricia Lim-Yu as
responsible for the commission of the offense. And the prosecution filed
a “Petition to Discharge as State Witnesses and Exclude from the
Information accused Ochoa and de los Santos which was granted by the
Court but contested by Eugene Yu for lack of evidence supporting such
decision invoking Section 17, Rule 119 of the Revised Rules on Criminal
Procedure.

ISSUE:
Whether or not Section 17, Rule 119 of the Revised Rules of Criminal
Procedure is the one applicable despite the provision of Republic Act No.
6981 in the case at bar.

HELD:
The discharge of an accused to be a state witness under Republic Act No.
6981 is only one of the modes for a participant in the commission of a
crime to be a state witness. Rule 119, Section 17, of the Revised Rules on
Criminal Procedure, is another mode of discharge. The immunity
provided under Republic Act No. 6981 is granted by the DOJ while the
other is granted by the court. On the other hand, in the discharge of an
accused under Republic Act No. 6981, only compliance with the
requirement of Section 14, Rule 110 of the Revised Rules of Criminal
Procedure is required but not the requirement of Rule 119, Section 17. An
amendment of the information made before plea which excludes some or
one of the accused must be made only upon motion by the prosecutor,
with notice to the offended party and with leave of court in compliance
with Section 14, Rule 110. And the prosecution of crimes appertains to
the executive department of government whose principal power and
responsibility is to see that our laws are faithfully executed. A necessary
component of this power to execute our laws is the right to prosecute
their violators. The right to prosecute vests the prosecutor with a wide
range of discretion – the discretion of whether, what and whom to
charge, the exercise of which depends on a smorgasbord of factors which
are best appreciated by prosecutors. We thus hold that it is not
constitutionally impermissible for Congress to enact R.A. No. 6981
vesting in the Department of Justice the power to determine who can
qualify as a witness in the program and who shall be granted immunity
from prosecution.