Professional Documents
Culture Documents
OBLIGATIONS
Valenzuela with companion Ramon was heading towards the direction of Manila. She
noticed something wrong with her tires. She stopped and checked the tires. People present
told her that her rear right tire was flat. She parked along the sidewalk. She was at the rear of
the car when she was suddenly bumped by Li’s car. Li was on his way home. He was
travelling at 55kph, considering that it was raining, visibility was affected and the road was
wet. He was suddenly blinded by a car coming from the opposite direction. Temporarily
blinded, he instinctively swerved to the right to avoid collision and bumped Valenzuela’s car.
Police Investigator Ramos’ report: Valenzuela’s car was near the sidewalk. It was not mostly
dark. Things can be seen
Rodriguez, witness for Valenzuela’s testimony : Li’s car was moving fast. Li smelt of liquor.
Lower court found Li guilty of gross negligence and liable for damages under Art. 2176 of the
Civil Code. The court also held Alexander Commercial, Inc. (Li’s employer), jointly and
severally liable for damages pursuant to Art. 2180. Li and Alexander Commercial filed an
Omnibus Motion for New Trial for Reconsideration tending to show that the point of impact is
at the center of the lane. The trial court denied the motion. LI filed an appeal with the Court
of Appeals. Court of Appeals found that Valenzuela’s car was parked by the sidewalk, not at
the center of the lane. The Court of Appeals agreed that Li was liable for the Valenzuela’s
injuries. However, Court of Appeals absolved Alexander Commercial from any liability and
reduced the amount of moral damages to P500,000 (from P1,000,000).
Both parties filed two separate petitions before the Supreme Court. Li’s issues are Issues 1
and 2 while Valenzuela’s Issues are 3 and 4. The petitions are consolidated.
ISSUE:
Is the Court of Appeals’ absolution of Alexander Commercial valid?
HELD:
No. CA’s absolution is not valid. Court agrees that the relationship of Alexander Commercial
and Li is not based on respondeat superior, but that of pater familias.
The Court used the bonus pater familias standard in Art. 2180 of the Civil Code. Alexander
Commercial is thus jointly and solitarily liable for damages.
Evidence demonstrating that the employer has exercised diligent supervision of its
employee during the performance of the latter’s assigned tasks would be enough to relieve
him of the liability imposed by Art. 2180 in relation to Art. 2176 of the Civil Code. (Rigorous
tests of road worthiness is an example of diligent supervision)
However, Alexander Commercial has not demonstrated that it exercised that care and
diligence of a good father of the family in entrusting its company car to Li.
CAR OWNER IS JOINTLY AND SEVERALLY LIABLE BASED ON THE PRINCIPLE OF "BONUS PATER
FAMILIAS." — In fine, Alexander Commercial, Inc. has not demonstrated, to our satisfaction,
that it exercised the care and diligence of a good father of the family in entrusting its
company car to Li. No allegations were made as to whether or not the company took the
steps necessary to determine or ascertain the driving proficiency and history of Li, to whom
it gave full and unlimited use of a company car. Not having been able to overcome the
burden of demonstrating that it should be absolved of liability for entrusting its company
car to Li, said company, based on the principle of bonus pater familias, ought to be jointly
and severally liable with the former for the injuries sustained by Ma. Lourdes Valenzuela
during the accident.|||
(Destajo, Lyka)
1. Astrid A. Van de Brug v. Philippine National Bank, G.R. No. 207004, June 06, 2018;
Petitioner: ASTRID A. VAN DE BRUG, MARTIN G. AGUILAR and GLENN G. AGUILAR||
Respondent: PHILIPPINE NATIONAL BANK|
DOCTRINE:
A person should be protected only when he acts in the legitimate exercise of his right; that
is, when he acts with prudence and in good faith, but not when he acts with negligence or
abuse. There is an abuse of right when it is exercised only for the purpose of prejudicing or
injuring another. The exercise of a right must be in accordance with the purpose for which it
was established, and must not be excessive or unduly harsh; there must be no intention to
injure another. In order to be liable for damages under the abuse of rights principle, the
following requisites must concur: (a) the existence of a legal right or duty; (b) which is
exercised in bad faith; and (c) for the sole intent of prejudicing or injuring another.
In this case, the Aguilars failed to substantiate the above requisites to justify the award of
damages in their favor against PNB, who merely exercised its legal right as a creditor
pursuant to RA 7202.
FACTS:
Petitioner is one of the children of the late spouses Aguilar. The late spouses Romulus and
Evelyn Aguilar were borrowing clients of Philippine National Bank Victoria Branch. The late
spouses Aguilar's sugar crop loans, which were obtained sometime between the late 1970's
and the early 1980's, were secured by real estate mortgage over four registered parcels of
land all situated at Escalante, Negros Occidental. However, for failure of the late spouses
Aguilar to pay their obligations with PNB, the mortgage was foreclosed in 1985 and
subsequently, ownership of the subject four pieces of property was consolidated under the
name of PNB.
With the enactment of RA 7202 on February 29, 1992, the late Romulus Aguilar wrote PNB
asking for a reconsideration of his account based on the Sugar Restitution Law. PNB
informed his wife, the late Evelyn Aguilar that while the subject loan account was covered by
the provisions of RA 7202 and have been audited by the Commission on Audit, the latter was
still required to comply with the following matters: (1) to arrange and implement
restructuring of accounts within sixty days from receipt of the notice, (2) to signify her
conformity to the computation of the account, and (3) to submit the ten year crop
production for the period 1974/1975 to 1984/1985.
The Aguilars claimed that they complied with the stated requirements and that
subsequently, PNB furnished them with Statements of Account, the earliest of which was the
COA audited statement as of December 15, 1996 and the latest was as of November 30, 1999,
which reflected a P2,236,337.91 total amount due. The Aguilars adduced that inasmuch as
the subject agricultural lots were already conveyed voluntarily by PNB to the Department of
Agrarian Reform, they were advised by PNB to follow-up the payment for these pieces of
realty with the Land Bank of the Philippines in order for PNB to apply the proceeds of the sale
to the account of the late spouses Aguilar. They were likewise assured by PNB that if the
proceeds from LBP would exceed the obligations of the late spouses Aguilar, the excess
amount would be returned to them.
Following the November 23, 1999 Memorandum of Valuation, the Aguilars requested PNB to
commence restructuring of the loan account. Glenn Aguilar also made mention of an
allegedly similar case, entitled Sps. Fred and Mildred Pfleider vs. PNB, et al., then pending
before RTC Bacolod City, wherein PNB purportedly entered into a compromise agreement
with Sps. Pfleider, notwithstanding consolidation of the foreclosed property under the bank's
name. PNB replied in writing and stated, among other matters, that: "Since PNB has already
acquired the properties at the foreclosure sale, it can now exercise its rights as owner of
these properties, including the right to convey the same to the DAR and to receive the
proceeds thereof from Land Bank of the Philippines, without any right to the excess
proceeds, if any, inuring/accruing to your favor”
Hence, this case for implementation of RA 7202. PNB argued that the Aguilars have no cause
of action because whatever rights they have under RA 7202 were already forfeited when
they failed to comply with the requirements. PNB further contended that the Aguilars cannot
invoke the compromise agreement it entered into with Sps. Fred and Mildred Pfleider in Civil
Case No. 7212
because the Aguilars were not parties to the case. RTC rendered a decision in favor of the
Aguilars. RTC justified the judgment in favor of the Aguilars in keeping with public policy of
RA 7202 i.e. to help the sugar producers. CA reversed the RTC Decision CA found that the
account of the late spouses Aguilar qualified under the law because indisputably, their
sugar crop loans were obtained within the period covered by the law. However, based on
PNB's recomputation applying 12% per annum interest, which was audited and certified by
the Commission on Audit, the Aguilars were not entitled to restitution absent any excess
payment after recomputation.
ISSUE:
Whether the CA erred in not including the sums and amounts which accrued to PNB from DAR's payment on
account of the properties of the Aguilars.
RULING:
NO.
Section 4 of RA 7202 provides which accounts of sugar producers are covered, thus:
SEC. 4. Accounts of sugar producers pertaining to Crop Year 1974-1975 up to and
including Crop Year 1984-1985 which have been fully or partially paid, or may have
been the subject of restructuring and other similar arrangements with government
banks shall be covered by the provisions above stated. The benefit of this Act shall
not be extended to any sugar producer with a pending sequestration or ill-gotten
wealth case before any administrative or judicial body. Any recovery shall be
placed in escrow until the case has been finally resolved.
The IRR promulgated by the Bangko Sentral ng Pilipinas provides:
Sec. 4 For sugar producers who obtained loans from the lending banks during the
period covered, the benefits provided herein shall be extended to those whose
loans at the time of the effectivity of the Act: a. Are still outstanding; or b. Had been
partially or fully paid, whether in cash, from proceeds of sale of assigned sugar
quedans, through dacion en pago, or by way of execution against assets of the
sugar producer other than the loan collaterals; or c. Had been subjected to
foreclosure of loan collaterals whether or not the foreclosure is a subject of
litigation; or d. Had been transferred or assigned to other government-owned and
-controlled agencies or institutions; or e. Had been the subject of restructuring or
other similar arrangements, whether with the lending bank or with their assignees
or transferees.
The issue that needs to be resolved is whether or not the Aguilars were entitled to the
benefits of RA 7202. As provided in Section 3 of RA 7202, quoted above, and Section 6 of the
IRR, quoted below, the Aguilars are entitled to: (1) condonation of interest charged in excess
of 12% per annum and all penalties and surcharges; (2) recomputation of their sugar crop
loans, and if there is interest in excess of 12% per annum, interests, penalties and surcharges,
application of the excess payment as an offset and/or as payment for the late spouses
Aguilar's outstanding loan obligations; and (3) restructuring or amortization of the
recomputed loans for a period of 13 years inclusive of a three- year grace period on the
principal, effective upon the approval of RA 7202.
As defined under Section 2(p) of the IRR, "EXCESS PAYMENT shall mean the overage of the
excess interest as defined in Section 2(n) and penalties and surcharges as defined in
Section 2(o) after applying them against the outstanding loan balance appearing in the
books of the lending banks." Section 2(n) provides: "EXCESS INTEREST shall mean interest
charged and/or collected by the lending bank over and above the twelve percent (12%)
interest per annum on the amount of the principal of loan as defined in Section 2(k) as such
amount is determined from the original promissory note" while Section 2(o) provides:
"PENALTIES AND SURCHARGES shall mean all penalties and surcharges charged and/or
collected by the lending bank."
Pursuant to the IRR definition of terms, there appears to be no excess interest with respect to
the RA 7202 accounts of the late spouses Aguilar because the actual interest payment or
interest collected amounted to only P12,658.22, as of December 15, 1996, while the
recomputed interest at 12% per annum totaled P689,944.52. Thus, with the actual interest
collected not being more than the recomputed interest of the principal of the loans of the
late spouses Aguilar covered by RA 7202,there could be no excess payment and there would
be no amount that could be restituted to the Aguilars. This is clear from Section 9 of the IRR
wherein only sugar producers who have net excess payments after recomputation of their
loans and application of excess interests, penalties and surcharges against their
outstanding loan obligations shall be entitled to restitution.
To this Court, this position of the Aguilars (that the total amount which PNB received from
the LBP based on the Memorandum of Valuation should be deducted from their total
outstanding loan obligations as of the date of foreclosure of the collaterals) cannot be
justified under RA 7202 and its IRR. To recall, Section 6 of the IRR, in part, provides that:
where sugar producers have no outstanding loan balance with said financial
institutions as of the date of effectivity of RA No. 7202 (i.e. sugar producers who
have fully paid their loans x x x through x x x foreclosure of collateral x x x), said
producers shall be entitled to the benefits of recomputation in accordance with
Sections 3 and 4 of RA No. 7202, but the said financial institutions, instead of
refunding the interest in excess of twelve (12%) per cent per annum, interests,
penalties and surcharges, apply the excess payment as an offset and/or as
payment for the producers' outstanding loan obligations. x x x
The sources of obligations under Article 1157 of the Civil Code are: (1) law; (2) contracts;
(3) quasi-contracts; (4) acts or omissions punished by law; and (5) quasi-delicts.
Immediately, sources (2), (3) and (4) are inapplicable in this case. The Aguilars are not
privies to the Compromise Agreement between PNB and the spouses Pfleider. Regarding
law, as PNB's source of obligation, the CA correctly ruled that the Aguilars are not entitled to
restitution under RA 7202. Thus, RA 7202 cannot be invoked as the statutory basis to compel
PNB to treat the Aguilars similarly with the spouses Pfleider.
Another issue that needs to be resolved is whether PNB has an obligation to accord the
Aguilars the same treatment as it accorded the spouses Pfleider regarding the crediting of
the VOS or CARP proceeds of their respective agricultural lots against their respective sugar
crop loans covered by RA 7202. Regarding law, as PNB's source of obligation, the CA
correctly ruled that the Aguilars are not entitled to restitution under RA 7202. Thus, RA 7202
cannot be invoked as the statutory basis to compel PNB to treat the Aguilars similarly with
the spouses Pfleider.
To make PNB liable under the principle of abuse of rights, the Aguilars have the burden to
prove the requisites enumerated above. They claim that they are similarly circumstanced
as the spouses Pfleider and there was no reason for PNB to treat them differently. It was
incumbent upon the Aguilars, to make PNB liable for damages based on the principle of
abuse of rights, to prove that PNB acted in bad faith and that its sole intent was to prejudice
or injure them. The Aguilars, however, failed in this regard. Also, the Court notes from the duly
notarized Compromise Agreement between the spouses Pfleider and PNB dated December
30, 1999 that the accounts of the former to the latter were crop loans and, thus, covered by
RA 7202, unlike the accounts of the Aguilars which included non-RA 7202 accounts, as
mentioned in the narration of facts. Since the Aguilars were delinquent in their accounts,
including their non-RA 7202 accounts, and the mortgaged properties of the Aguilars
similarly secured the non-RA 7202 accounts, PNB had no option but to foreclose the
mortgage.
2. Reyes v. BANCOM Dev’t. Corp., G.R. No. 190286, Jan. 11, 2018;
Petitioner: RAMON E. REYES and CLARA R. PASTOR|||
Respondent: Bancom Development Corp
DOCTRINE:
The clear terms of agreements cannot be negated and deemed non-binding simply on the
basis of a self-serving testimony of one of the guarantors of the loan.
FACTS:
The dispute in this case originated from a Continuing Guaranty executed in favor of
respondent Bancom by Angel E. Reyes, Sr., Florencio
Reyes, Jr., Rosario R. Du, Olivia Arevalo, and the two petitioners herein, Ramon E. Reyes and
Clara R. Pastor (the Reyes Group), agreed to guarantee the full and due payment of
obligations incurred by Marbella under an Underwriting Agreement with Bancom. These
obligations included certain Promissory Notes issued by Marbella in favor of Bancom.
Marbella was unable to pay back the notes at the time of their maturity. After issuing four
sets of replacement Promissory Notes and defaulting on the payment each time, Bancom
filed a Complaint for Sum of Money with a prayer for damages against (a) Marbella as
principal debtor; and (b) the individuals comprising the Reyes Group as guarantors of the
loan.
Marbella and the Reyes Group argued that they had been forced to execute the documents
against their will and that the documents should be interpreted in relation to the earlier
Marbella II contracts entered into by Bancom; that the Promissory Notes were not meant to
be binding, given that the funds released to Marbella by Bancom were not loans, but merely
additional financing. Also, they pointed out that the Certificate of Registration issued to
Bancom had been revoked by the SEC, and that no trustee or receiver had been appointed
to continue the suit.
The RTC held Marbella and the Reyes Group solidarily liable to Bancom. The CA denied the
appeal. The CA denied the Motion for Reconsideration.
ISSUE:
1. Whether or not the present suit should be deemed abated by the revocation by the SEC of
the Certificate of Registration issued to Bancom. -NO
2. Whether or not the petitioners are liable to Bancom. -YES
RULING:
The revocation of Bancom's Certificate of Registration does not justify the abatement of
these proceedings.
Section 12235 of the Corporation Code provides that a corporation whose charter is
annulled, or whose corporate existence is otherwise terminated, may continue as a body
corporate for a limited period of three years, but only for certain specific purposes
enumerated by law. These include the prosecution and defense of suits by or against the
corporation, and other objectives relating to the settlement and closure of corporate affairs.
Based on the provision, a defunct corporation loses the right to sue and be sued in its name
upon the expiration of the three-year period provided by law. Jurisprudence, however, has
carved out an exception to this rule. In several cases, this Court has ruled that an appointed
receiver, an assignee, or a trustee may institute suits or continue pending actions on behalf
of the corporation, even after the winding-up period.
A receiver or an assignee need not even be appointed for the purpose of bringing suits or
continuing those that are pending.
Since its directors are considered trustees by legal implication, the fact that Bancom did not
convey its assets to a receiver or assignee was of no consequence. It must also be
emphasized that the dissolution of a creditor-corporation does not extinguish any right or
remedy in its favor.
Sec. 145. Amendment or repeal. - No right or remedy in favor of or against any corporation,
its stockholders, members, directors, trustees, or officers, nor any liability incurred by any
such corporation, stockholders, members, directors, trustees, or officers, shall be removed or
impaired either by the subsequent dissolution of said corporation or by any subsequent
amendment or repeal of this Code or of any part thereof.
As guarantors of the loans of Marbella, petitioners are liable to Bancom.
The obligations of Marbella and the Reyes Group under the Promissory Notes and the
Continuing Guaranty, respectively, are plain and unqualified. Under the notes, Marbella
promised to pay Bancom the amounts stated on the maturity dates indicated. The Reyes
Group, on the other hand, agreed to become liable if any of Marbella's guaranteed
obligations were not duly paid on the due date. There is absolutely no support for the
assertion that these agreements were not meant to be binding. The clear terms of these
agreements cannot be negated and deemed non-binding simply on the basis of the
self-serving testimony of Angel Reyes, one of the guarantors of the loan.
3. Abrogar v. Cosmos Bottling Corp. G.R. 164749, Mar. 15, 2017;
Petitioner: ROMULO ABROGAR and ERLINDA ABROGAR
Respondent: COSMOS BOTTLING COMPANY and INTERGAMES, INC.|||
DOCTRINE:
Negligence is the failure to observe for the protection of the interests of another person that
degree of care, precaution, and vigilance which the circumstances justly demand, whereby
such other person suffers injury. To prove negligence, the following must be established:
(1) Damages to the plaintiff.
(2) Negligence by act or omission of which defendant personally or some person
for whose acts it must respond, was guilty.
(3) The connection of cause and effect between the negligence and the damage.
FACTS:
This case involves a claim for damages arising from the negligence causing the death of
a participant in an organized marathon bumped by a passenger jeepney on the route of
the race.
To promote the sales of "Pop Cola", defendant Cosmos, jointly with Intergames, organized an
endurance running contest billed as the "1st Pop Cola Junior Marathon" scheduled to be held
on June 15, 1980. The organizers plotted a 10-kilometer course starting from the premises of
the Interim Batasang Pambansa (IBP for brevity), through public roads and streets, to end at
the Quezon Memorial Circle. Plaintiffs' son Rommel applied with the defendants to be
allowed to participate in the contest and after complying with defendants' requirements, his
application was accepted and he was given an official number.
Consequently, at the designated time of the marathon, Rommel joined the other
participants and ran the course plotted by the defendants. As it turned out, the plaintiffs'
further alleged, the defendants failed to provide adequate safety and precautionary
measures and to exercise the diligence required of them by the nature of their undertaking,
in that they failed to insulate and protect the participants of the marathon from the
vehicular and other dangers along the marathon route. Rommel was bumped by a jeepney
that was then running along the route of the marathon on Don Mariano Marcos Avenue
(DMMA), and in spite of medical treatment given to him at the Ospital ng Bagong Lipunan,
he died later that same day due to severe head injuries.
The petitioners sued the respondents in the then Court of First Instance of Rizal (Quezon
City) to recover various damages for the untimely death of Rommel (i.e., actual and
compensatory damages, loss of earning capacity, moral damages, exemplary damages,
attorney's fees and expenses of litigation).
Intergames asserted that Rommel's death had been an accident exclusively caused by the
negligence of the jeepney driver; that it was not responsible for the accident; that as the
marathon organizer, it did not assume the responsibilities of an insurer of the safety of the
participants; that it nevertheless caused the participants to be covered with accident
insurance, but the petitioners refused to accept the proceeds thereof; 11 that there could be
no cause of action against it because the acceptance and approval of Rommel's
application to join the marathon had been conditioned on his waiver of all rights and
causes of action arising from his participation in the marathon; that it exercised due
diligence in the conduct of the race that the circumstances called for and was appropriate,
it having availed of all its know-how and expertise, including the adoption and
implementation of all known and possible safety and precautionary measures in order to
protect the participants from injuries arising from vehicular and other forms of accidents; 13
and, accordingly, the complaint should be dismissed.
ISSUE:
Whether or not appellant Intergames were negligent in its conduct of the 1st Pop Cola
Junior Marathon
If so, whether its negligence was the proximate cause of the death of Rommel Abrogar.
Whether the doctrine of Assumption of Risk applied in the case
RULING:
Yes.
The issues revolve on whether the organizer and the sponsor of the marathon were guilty
of negligence, and, if so, was their negligence the proximate cause of the death of the
participant; on whether the negligence of the driver of the passenger jeepney was an
efficient intervening cause; on whether the doctrine of assumption of risk was applicable
to the fatality; and on whether the heirs of the fatality can recover damages for loss of
earning capacity of the latter who, being then a minor, had no gainful employment.
Negligence is the failure to observe for the protection of the interests of another person
that degree of care, precaution, and vigilance which the circumstances justly demand,
whereby such other person suffers injury. Under Article 1173 of the Civil Code, it consists of
the "omission of that diligence which is required by the nature of the obligation and
corresponds with the circumstances of the person, of the time and of the place. The Civil
Code makes liability for negligence clear under Article 2176, and Article 20.
The plaintiff in an action for negligence as a source of obligation such as that
under consideration, in order to establish his right to a recovery, must establish
by competent evidence:
1. Damages to the plaintiff.
2. Negligence by act or omission of which defendant personally
or some person for whose acts it must respond, was guilty.
3. The connection of cause and effect between the negligence
and the damage.
In order that a person may be held guilty for damage through negligence, it is necessary
that there be an act or omission on the part of the person who is to be charged with the
liability and that damage is produced by the said act or omission. We hold that the
negligence of Intergames was the proximate cause despite the intervening negligence of
the jeepney driver.
ISSUE ON PROXIMATE CAUSE:
Proximate cause is "that which, in natural and continuous sequence, unbroken by any
new cause, produces an event, and without which the event would not have occurred."
To be considered the proximate cause of the injury, the negligence need not be the event
closest in time to the injury; a cause is still proximate, although farther in time in relation
to the injury, if the happening of it set other foreseeable events into motion resulting
ultimately in the damage.
The negligence of Intergames was the proximate cause of the death of Rommel; and that
the negligence of the jeepney driver was not an efficient intervening cause.
First of all, Intergames' negligence in not conducting the race in a road blocked off from
vehicular traffic, and in not properly coordinating the volunteer personnel manning the
marathon route effectively set the stage for the injury complained of. The submission that
Intergames had previously conducted numerous safe races did not persuasively
demonstrate that it had exercised due diligence because, as the trial court pointedly
observed, "they were only lucky that no accident occurred during the previous marathon
races but still the danger was there."
Secondly, injury to the participants arising from an unfortunate vehicular accident on the
route was an event known to and foreseeable by Intergames, which could then have been
avoided if only Intergames had acted with due diligence by undertaking the race on a
blocked-off road, and if only Intergames had enforced and adopted more efficient
supervision of the race through its volunteers.
And, thirdly, the negligence of the jeepney driver, albeit an intervening cause, was not
efficient enough to break the chain of connection between the negligence of Intergames
and the injurious consequence suffered by Rommel. An intervening cause, to be considered
efficient, must be "one not produced by a wrongful act or omission, but independent of it,
and adequate to bring the injurious results. Any cause intervening between the first
wrongful cause and the final injury which might reasonably have been foreseen or
anticipated by the original wrongdoer is not such an efficient intervening cause as will
relieve the original wrong of its character as the proximate cause of the final injury."
Furthermore, where a person voluntarily participates in a lawful game or contest, he
assumes the ordinary risks of such game or contest so as to preclude recovery from the
promoter or operator of the game or contest for injury or death resulting therefrom.
Proprietors of amusements or of places where sports and games are played are not
insurers of safety of the public nor of their patrons.
In this case, Rommel could not have appreciated the risk of being fatally struck by any
moving vehicle while running the race. Instead, he had every reason to believe that the
organizer had taken adequate measures to guard all participants against any danger from
the fact that he was participating in an organized marathon. Stated differently, nobody in
his right mind, including minors like him, would have joined the marathon if he had known of
or appreciated the risk of harm or even death from vehicular accident while running in the
organized running event. Without question, a marathon route safe and free from
foreseeable risks was the reasonable expectation of every runner participating in an
organized running event.
Neither was the waiver by Rommel, then a minor, an effective form of express or implied
consent in the context of the doctrine of assumption of risk. There is ample authority, cited in
Prosser,to the effect that a person does not comprehend the risk involved in a known
situation because of his youth, or lack of information or experience, and thus will not be
taken to consent to assume the risk.
4. Pilipinas Petroleum v. Duque, G.R. 216467, Feb. 15, 2017;
Petitioner: PILIPINAS SHELL PETROLEUM CORPORATION
Respondent: CARLOS DUQUE & TERESA DUQUE||
DOCTRINE:
The civil liability of the corporate officer for the issuance of a bouncing corporate check
attaches only if he is convicted. Conversely, therefore, it will follow that once acquitted of the
offense of violating BP 22, a corporate officer is discharged from any civil liability arising
from the issuance of the worthless check in the name of the corporation he represents. This
is without regard as to whether his acquittal was based on reasonable doubt or that there
was a pronouncement by the trial court that the act or omission from which the civil liability
might arise did not exist.
FACTS:
The instant petition arose from an Information for violation of Batas Pambansa Big. 22 (BP
22) filed with the Metropolitan Trial Court (MeTC) of Makati City against herein respondents.
Pilipinas Shell Petroleum Corporation (PSPC) is a lessee of a building known as Shell House
at 156 Valero Street, Salcedo Village, Makati City. On August 23, 2000, PSPC subleased a
500-meter portion of the 2nd Floor of the Shell Building to the The Fitness Center (TFC).
Thereafter, TFC encountered problems in its business operations. Thus, with the conformity
of PSPC, TFC assigned to Fitness Consultants, Inc, (FCI) all its rights and obligations under
the contract of sublease executed by PSPC in its favor.
Respondent Carlos Duque is the proprietor, while respondent Teresa Duque is the
corporate secretary of FCI. Subsequently, FCI failed to pay its rentals to PSPC. FCI
subsequently issued a check, with respondents as signatories, which would supposedly
cover FCI's obligations to PSPC. However, the check was dishonored, thus, leading to the
filing of a criminal complaint against respondents for their alleged violation of BP 22.
The parties then went to trial, which subsequently resulted in a verdict finding herein
respondents guilty as charged. A Fine and civil indemnity to the private complainant was
imposed. Respondents appealed the MeTC Decision with the RTC of Makati. On March 16,
2011, the RTC of Makati City, Branch 143, rendered judgment acquitting respondents.
However the Court maintains the civil liability to be indemnified to the complainant.
Respondents filed a Motion for Partial Reconsideration of the RTC Decision contending that
they could not be held civilly liable because their acquittal was due to the failure of the
prosecution to establish the elements of the offense charged. In addition, they assert that
they, being corporate officers, may not be held personally and civilly liable for the debts of
the corporation they represent, considering that they had been acquitted of criminal
liability.
In an Order dated September 2, 2011, the RTC found merit in respondents' Motion for Partial
Reconsideration.
On March 23, 2012, the RTC issued an Order granting PSPC's motion for reconsideration,
thus, reviving the RTC Decision of March 16, 2011. Respondents filed a petition for review with
the CA. The CA basically held that, upon acquittal, the civil liability of a corporate officer in
a BP 22 case is extinguished with the criminal liability, without prejudice to an independent
civil action which may be pursued against the corporation. Petitioner filed a motion for
reconsideration, but the CA denied it in its Resolution dated January 14, 2015.
ISSUE:
Whether or not the respondents, as corporate officers, may still be held civilly liable despite
their acquittal from the criminal charge of violation of BP 22.
RULING:
No. The Court rules in the negative.
In the case of Gosiaco v. Ching, this Court enunciated the rule that a corporate officer who
issues a bouncing corporate check can only be held civilly liable when he is convicted.
When a corporate officer issues a worthless check in the corporate name he may be held
personally liable for violating a penal statute. The statute imposes criminal penalties on
anyone who with intent to defraud another of money or property, draws or issues a check
on any bank with knowledge that he has no sufficient funds in such bank to meet the
check on presentment. Moreover, the personal liability of the corporate officer is
predicated on the principle that he cannot shield himself from liability from his own acts
on the ground that it was a corporate act and not his personal act.
It is clear that the civil liability of the corporate officer for the issuance of a bouncing
corporate check attaches only if he is convicted. Conversely, therefore, it will follow that
once acquitted of the offense of violating BP 22; a corporate officer is discharged from
any civil liability arising from the issuance of the worthless check in the name of the
corporation he represents. This is without regard as to whether his acquittal was based on
reasonable doubt or that there was a pronouncement by the trial court that the act or
omission from which the civil liability might arise did not exist.
Moreover, in the present case, nothing in the records at hand would show that
respondents made themselves personally nor solidarily liable for corporate obligations
either as accommodation parties or sureties. On the contrary, there is no dispute that
respondents signed the subject check in their capacity as corporate officers and that the
check was drawn in the name of FCI as payment for the obligation of the corporation and
not for the personal indebtedness of respondents. Neither is there allegation nor proof
that the veil of corporate fiction is being used by respondents for fraudulent purposes. The
rule is that juridical entities have personalities separate and distinct from its officers and
the persons composing it. Generally, the stockholders and officers are not personally
liable for the obligations of the corporation except only when the veil of corporate fiction is
being used as a cloak or cover for fraud or illegality, or to work injustice, which is not the
case here. Hence, respondents cannot be held liable for the value of the checks issued in
payment for FCI's obligation.
5. CCBPI v. Menez, G.R. 209906, Nov. 22, 2017;
DOCTRINE:
Moral damages may be awarded under the enumeration in Art. 2219 which is exclusive and
Art. 2220 of the Civil Code. Exemplary or corrective damages may be awarded in
quasi-delicts if the defendant acted with gross negligence pursuant to Art. 2231. There must
be a basis for the award of attorney’s fees.
FACTS:
Ernani Menez was a frequent customer of Rosante Bar and Restaurant. On Mar. 28, 1995,
Menez went to Rosante and ordered 2 bottles of beer. Thereafter, he ordered pizza and a
bottle of Sprite. His additional order arrived consisting of one whole pizza and a bottled
softdrink Sprite. However, he noticed that the taste of the Sprite was of a different substance
repulsive to the taste. The substance smelled of kerosene. He then felt a burning sensation in
his throat and stomach and could not control the urge to vomit. He brought the bottle to the
waitresses and angrily told them that he was served kerosene. He reported the incident and
went to the Siliman University Medical Center. Later Menez came to know that a
representative from Rosante came to the hospital and informed the hospital staff that
Rosante would take care of the hospital and medical bills. The incident was reported to the
police and the bottle of Sprite was examined by a chemist who identified the contents as
pure kerosene. Menez filed a complaint for damages against CCBPI and Rosante. The RTC
dismissed the complaint for insufficiency of evidence because the chain of custody for the
Sprite bottle was not established. CA granted the appeal and reversed the decision.
ISSUE:
Whether or not CCBPI is liable for damages.
RULING:
No, CCBPI is not liable for damages. The cases when moral damages may be awarded are
specific. Unless the case falls under the enumeration in Art. 2219, which is exclusive, and Art.
2220 of the Civil Code, moral damages may not be awarded. The only ground that could
sustain an award of moral damages would be Art. 2219(2) – quasi-delict under Art. 2187
causing physical injuries. Unfortunately Menez has not presented competent, credible, and
preponderant evidence to prove that he suffered physical injuries when he allegedly
ingested kerosene from the Sprite bottle.
As to exemplary or corrective damages, they may be granted in quasi-delicts if the
defendant acted with gross negligence. Evidently, the CA’s reasoning is not in accord with t
he gross negligence requirement for an award of exemplary damages in a quasi-delict
case. Menez has failed to establish that CCBPI acted with gross negligence other than the
opened Sprite bottle.
Regarding attorney’s fees, the CA did not provide any basis for the award. The award is
found only in the dispositive portion and there was no explanation provided in the body of
the decision.
(Reyes, Juan)
6. San Francisco Inn v. San Pablo City Water District, G.R. No. 204639, February 15, 2017;
7. Dy v. People, G.R. 189081, Aug 10, 2016;
DOCTRINE:: Our law states that every person criminally liable for a felony is also civilly liable. This
civil liability ex delicto may be recovered through a civil action which, under our Rules of
Court, is deemed instituted with the criminal action. While they are actions mandatorily
fused,1 they are, in truth, separate actions whose existences are not dependent on each
other.
FACTS:
Petitioner was the former General Manager of MCCL. In the course of her employment,
petitioner assisted MCCI and its president, William Mandy, in the purchase of a property
owned by Pantranco. As the transaction involved a large amount of money, Mandy agreed to
obtain a loan from the International China Bank of Commerce (ICBC). Petitioner represented
that she could facilitate the approval of the loan. The loan to MCCI was granted in the
amount of P20,000,000.00, evidenced by a promissory note. As security, MCCI also executed
a chattel mortgage over the warehouses in the Numancia Property. Mandy entrusted
petitioner with the obligation to manage the payment of the loan.
ICBC later foreclosed the mortgaged property as MCCI continued to default in its obligation
to pay. Mandy claims that it was only at this point in time that he discovered that not a check
was paid by petitioner to ICBC as per Mandy’s instructions. Thus, on October 7, 2002, MCCI,
represented by Mandy, filed a Compiamt-Affidavit for Estafa10 before the Office of the City
Prosecutor of Manila.
RTC Manila acquitted the petitioner finding that the prosecution failed to establish that she
was under any obligation to deliver them to ICBC in payment of MCCFs loan. The trial court
further made a finding that Mandy and petitioner entered into a contract of loan. Thus, it held
that the prosecution failed to establish an important element of the crime of
estafa—
misappropriation or conversion. However, while the RTC Manila acquitted the
petitioner, it ordered her to pay the amount of the checks. Petitioner filed an appeal15 of the
civil aspect of the RTC Decision with the CA. In the Assailed Decision,16 the CA found the
appeal without merit. It held that the acquittal of petitioner does not necessarily absolve her
of civil liability.
ISSUE:
Whether or not the lower court erred in finding civil liability in a criminal case for estafa when
the accused is acquitted for failure of the prosecution to prove all the elements of the crime
charged?
RULING:
Yes.
In estafa, a person parts with his money because of abuse of confidence or deceit. In a
contract, a person willingly binds himself or herself to give something or to render some
service.50 In estafa, the accused's failure to account for the property received amounts to
criminal fraud. In a contract, a party's failure to comply with his obligation is only a
contractual breach. Thus, any finding that the source of obligation is a contract negates
estafa. The finding, in turn, means that there is no civil liability ex delicto. Thus, the rulings in
the foregoing cases are consistent with the concept of fused civil and criminal actions, and
the different sources of obligations under our laws.
We apply this doctrine to the facts of this case. Petitioner was acquitted by the RTC Manila
because of the absence of the element of misappropriation or conversion. The RTC Manila,
as affirmed by the CA, found that Mandy delivered the checks to petitioner pursuant to a
loan agreement. Clearly, there is no crime of estafa. There is no proof of the presence of any
act or omission constituting criminal fraud. Thus, civil liability ex delicto cannot be awarded
because there is no act or omission punished by law which can serve as the source of
obligation. Any civil liability arising from the loan takes the nature of a civil liability ex
contractu. It does not pertain to the civil action deemed instituted with the criminal case.
Petiition is granted. Order of CA is reversed.
8. Locsin II v. Mekeni, G.R. 192105, Dec. 9, 2013;
DOCTRINE:
There is unjust enrichment “when a person unjustly retains a benefit to the loss of another, or
when a person retains money or property of another against the fundamental principles of
justice, equity and good conscience.” The principle of unjust enrichment requires two
conditions: (1) that a person is benefited without a valid basis or justification, and (2) that
such benefit is derived at the expense of another.
The main objective of the principle against unjust enrichment is to prevent one from
enriching himself at the expense of another without just cause or consideration.
FACTS:
In February 2004, respondent Mekeni Food Corporation (Mekeni) – a Philippine company
engaged in food manufacturing and meat processing – offered petitioner Antonio Locsin II
the position of Regional Sales Manager to oversee Mekeni’s National Capital Region
Supermarket/Food Service and South Luzon operations. In addition to a compensation and
benefit package, Mekeni offered petitioner a car plan, under which one-half of the cost of the
vehicle is to be paid by the company and the other half to be deducted from petitioner’s
salary.
Petitioner began his stint as Mekeni Regional Sales Manager on March 17, 2004. To be able to
effectively cover his appointed sales territory, Mekeni furnished petitioner with a used Honda
Civic car valued at P280,000.00, which used to be the service vehicle of petitioner’s
immediate supervisor. Petitioner paid for his 50% share through salary deductions of
P5,000.00 each month.
Subsequently, Locsin resigned effective February 25, 2006. By then, a total of P112,500.00 had
been deducted from his monthly salary and applied as part of the employee’s share in the
car plan. Mekeni supposedly put in an equivalent amount as its share under the car plan. In
his resignation letter, the petitioner made an offer to purchase his service vehicle by paying
the outstanding balance thereon. Mekeni replied that the company car plan benefit applied
only to employees who have rendered service for five years. Therefore, the balance that he
should pay is valued at P116,380 if he opts to purchase the same,
ISSUE:
Whether or not Locsin has a right to recover his payments to the car plan
RULING:
Yes.
It is unfair to deny petitioner a refund of all his contributions to the car plan. Under Article 22
of the Civil Code, “[e]very person who through an act of performance by another, or any
other means, acquires or comes into possession of something at the expense of the latter
without just or legal ground, shall return the same to him.” Article 214227 of the same Code
likewise clarifies that there are certain lawful, voluntary and unilateral acts which give rise to
the juridical relation of quasi-contract, to the end that no one shall be unjustly enriched or
benefited at the expense of another. In the absence of specific terms and conditions
governing the car plan arrangement between the petitioner and Mekeni, a quasi-contractual
relation was created between them. Consequently, Mekeni may not enrich itself by charging
petitioner for the use of its vehicle which is otherwise absolutely necessary to the full and
effective promotion of its business. It may not, under the claim that petitioner’s payments
constitute rents for the use of the company vehicle, refuse to refund what petitioner had paid,
for the reasons that the car plan did not carry such a condition; the subject vehicle is an old
car that is substantially, if not fully, depreciated; the car plan arrangement benefited Mekeni
for the most part; and any personal benefit obtained by petitioner from using the vehicle was
merely incidental.
9. De Llana v. Biong, G.R. 182356, Dec. 4, 2013;
DOCTRINE:
In civil cases, a party who alleges a fact has the burden of proving it. He who alleges has the
burden of proving his allegation by preponderance of evidence or greater weight of credible
evidence.The reason for this rule is that bare allegations, unsubstantiated by evidence, are
not equivalent to proof.In short, mere allegations are not evidence.
FACTS:
Dra De La Llana was seated at the front passenger seat while she and her brother, Juan De La
Llana were driving along North Ave. Quezon City. They later met an accident wherein the
traffic investigation report dated March 30, 2000 identified the other vehicle to be driven by
Joel Primero. It stated that Joel was recklessly imprudent in driving the truck. Joel later
revealed that his employer was respondent Rebecca Biong, doing business under the name
and style of "Pongkay Trading" and was engaged in a gravel and sand business.
In the first week of May 2000, Dra. dela Llana began to feel mild to moderate pain on the left
side of her neck and shoulder. The pain became more intense as days passed by. Her injury
became more severe. Her health deteriorated to the extent that she could no longer move
her left arm. It was later suggested by several doctors that she is required to undergo a
cervical spine surgery to release the compression of her nerve. The operation released the
impingement of the nerve, but incapacitated Dra. dela Llana from the practice of her
profession since June 2000 despite the surgery. Dra. dela Llana, on October 16, 2000,
demanded from Rebecca compensation for her injuries, but Rebecca refused to pay.
ISSUE:
Whether or not Joel’s reckless driving is the proximate cause of Dra. dela Llana’s whiplash
injury.
RULING:
No.
Dra. dela Llana failed to establish her case by preponderance of evidence. Dra. dela Llana
must first establish by preponderance of evidence the three elements of quasi-delict before
we determine Rebecca’s liability as Joel’s employer, namely, (1) damages to the plaintiff; (2)
negligence, by act or omission, of the defendant or by some person for whose acts the
defendant must respond, was guilty; and (3) the connection of cause and effect between
such negligence and the damages.
She should show the chain of causation between Joel’s reckless driving and her whiplash
injury. Only after she has laid this foundation can the presumption - that Rebecca did not
exercise the diligence of a good father of a family in the selection and supervision of Joel -
arise.Once negligence, the damages and the proximate causation are established, this Court
can then proceed with the application and the interpretation of the fifth paragraph of Article
2180 of the Civil Code.Under Article 2176 of the Civil Code, in relation with the fifth paragraph
of Article 2180, "an action predicated on an employee’s act or omission may be instituted
against the employerwho is held liable for the negligent act or omission committed by his
employee."The rationale for these graduated levels of analyses is that it is essentially the
wrongful or negligent act or omission itself which creates the vinculum juris in
extra-contractual obligations.
In the present case, the burden of proving the proximate causation between Joel’s
negligence and Dra. dela Llana’s whiplash injury rests on Dra. dela Llana. She must establish
by preponderance of evidence that Joel’s negligence, in its natural and continuous
sequence, unbroken by any efficient intervening cause, produced her whiplash injury, and
without which her whiplash injury would not have occurred.
10. Makati Stock Exchange v. Campos, G.R. 138814, Apr. 16, 2009;
(Balasolla, Jasmin)
11. Asuncion v. CA, G.R. 109125, Dec. 2, 1994;
Petitioner: ANG YU ASUNCION, ARTHUR GO AND KEH TIONG
Respondent: THE HON. COURT OF APPEALS and BUEN REALTY DEVELOPMENT CORPORATION
DOCTRINE: A contract undergoes various stages that include its negotiation or preparation, its
perfection and, finally, its consummation.
FACTS:
● A Second Amended Complaint for Specific Performance was filed by Ang Yu Asuncion and
Keh Tiong, et al., against Bobby Cu Unjieng, Rose Cu Unjieng and Jose Tan before the
Regional Trial Court, Branch 31, Manila; alleging that-
○ Plaintiffs are tenants or lessees of residential and commercial spaces owned by
defendants in Ongpin Street, Binondo, Manila
○ They have occupied said spaces since 1935 and have been religiously paying the
rental and complying with all the conditions of the lease contract.
○ On several occasions before October 9, 1986, defendants informed plaintiffs that
they are offering to sell the premises and are giving them priority to acquire the
same
○ During the negotiations, Bobby Cu Unjieng offered a price of P6-million while
plaintiffs made a counter offer of P5-million
○ Plaintiffs thereafter asked the defendants to put their offer in writing to which
request defendants acceded
○ In reply to defendant's letter, plaintiffs wrote them on October 24, 1986 asking that
they specify the terms and conditions of the offer to sell
○ When plaintiffs did not receive any reply, they sent another letter dated January 28,
1987 with the same request
○ Since defendants failed to specify the terms and conditions of the offer to sell and
because of information received that defendants were about to sell the property,
plaintiffs were compelled to file the complaint to compel defendants to sell the
property to them.
● Defendants filed their answer denying the material allegations of the complaint and
interposing a special defense of lack of cause of action.
● The trial court found that defendants' offer to sell was never accepted by the plaintiffs for
the reason that the parties did not agree upon the terms and conditions of the proposed
sale, hence, there was no contract of sale at all.
○ Nonetheless, the lower court ruled that should the defendants subsequently offer
their property for sale at a price of P11-million or below, plaintiffs will have the right
of first refusal.
● In CA-G.R. CV No. 21123, the appellate court affirmed with modification the lower court's
judgment.
● The decision of this Court was brought to the Supreme Court by petition for review on
certiorari which denied the appeal "for insufficiency in form and substances"
● While CA-G.R. CV No. 21123 was pending consideration by this Court, the Cu Unjieng spouses
executed a Deed of Sale transferring the property in question to Buen Realty and
Development Corporation.
● Buen Realty as the new owner of the subject property wrote a letter to the lessees
demanding that the latter vacate the premises.
● The lessees wrote a reply to petitioner stating that petitioner brought the property subject to
the notice of lis pendens regarding the previous civil case annotated on TCT No.
105254/T-881 in the name of the Cu Unjiengs.
● The lessees filed a Motion for Execution and the the defendants were ordered to execute the
necessary Deed of Sale of the property in litigation in favor of plaintiffs Ang Yu Asuncion, Keh
Tiong and Arthur Go for the consideration of P15 Million pesos in recognition of plaintiffs' right
of first refusal and that a new Transfer Certificate of Title be issued in favor of the buyer. A
Writ of Execution was also issued accordingly.
● The appellate court, on appeal to it by private respondent, set aside and declared without
force and effect the above questioned order of the court a quo.
● Petitioners contend that Buen Realty can be held bound by the writ of execution by virtue of
the notice of lis pendens, carried over on TCT No. 195816 issued in the name of Buen Realty,
at the time of the latter's purchase of the property on 15 November 1991 from the Cu
Unjiengs.
ISSUE:
● WON Buen Realty can be held bound by the writ of execution by virtue of the notice of lis
pendens, carried over on TCT No. 195816 issued in the name of Buen Realty, at the time of the
latter's purchase of the property on 15 November 1991 from the Cu Unjiengs.
RULING: NO.
● Fundamental Precepts Relevant to the Case
○ An obligation is a juridical necessity to give, to do or not to do.
○ The obligation is constituted upon the concurrence of the essential elements
thereof, viz:
■ The vinculum juris or juridical tie which is the efficient cause established
by the various sources of obligations (law, contracts, quasi-contracts,
delicts and quasi-delicts);
■ the object which is the prestation or conduct; required to be observed (to
give, to do or not to do); and
■ the subject-persons who, viewed from the demandability of the
obligation, are the active (obligee) and the passive (obligor) subjects.
○ Among the sources of an obligation is a contract (Art. 1157, Civil Code), which is a
meeting of minds between two persons whereby one binds himself, with respect to
the other, to give something or to render some service (Art. 1305, Civil Code).
■ A contract undergoes various stages:
● Negotiation covers the period from the time the prospective
contracting parties indicate interest in the contract to the time
the contract is concluded (perfected).
● The perfection of the contract takes place upon the concurrence
of the essential elements thereof.
○ A contract which is consensual as to perfection is so
established upon a mere meeting of minds, i.e., the
concurrence of offer and acceptance, on the object and
on the cause thereof.
○ A contract which requires, in addition to the above, the
delivery of the object of the agreement, as in a pledge
or commodatum, is commonly referred to as a real
contract.
○ In a solemn contract, compliance with certain
formalities prescribed by law, such as in a donation of
real property, is essential in order to make the act valid,
the prescribed form being thereby an essential element
thereof.
● The stage of consummation begins when the parties perform
their respective undertakings under the contract culminating in
the extinguishment thereof.
○ Until the contract is perfected, it cannot, as an independent source of obligation,
serve as a binding juridical relation.
■ In sales, particularly, to which the topic for discussion about the case at
bench belongs, the contract is perfected when a person, called the seller,
obligates himself, for a price certain, to deliver and to transfer ownership
of a thing or right to another, called the buyer, over which the latter
agrees.
■ When the sale is not absolute but conditional, such as in a "Contract to
Sell" where invariably the ownership of the thing sold is retained until the
fulfillment of a positive suspensive condition (normally, the full payment of
the purchase price), the breach of the condition will prevent the obligation
to convey title from acquiring an obligatory force.
○ An accepted unilateral promise which specifies the thing to be sold and the price
to be paid, when coupled with a valuable consideration distinct and separate from
the price, is what may properly be termed a perfected contract of option.
■ This contract is legally binding, and in sales, it conforms with the second
paragraph of Article 1479 of the Civil Code
■ Observe, however, that the option is not the contract of sale itself. The
optionee has the right, but not the obligation, to buy. Once the option is
exercised timely, i.e., the offer is accepted before a breach of the option, a
bilateral promise to sell and to buy ensues and both parties are then
reciprocally bound to comply with their respective undertakings.
○ In the law on sales, the so-called "right of first refusal" is an innovative juridical
relation. Needless to point out, it cannot be deemed a perfected contract of sale
under Article 1458 of the Civil Code. Neither can the right of first refusal, understood
in its normal concept, per se be brought within the purview of an option.
■ An option or an offer would require, among other things, a clear certainty
on both the object and the cause or consideration of the envisioned
contract.
■ In a right of first refusal, while the object might be made determinate, the
exercise of the right, however, would be dependent not only on the
grantor's eventual intention to enter into a binding juridical relation with
another but also on terms, including the price, that obviously are yet to be
later firmed up. Prior thereto, it can at best be so described as merely
belonging to a class of preparatory juridical relations governed not by
contracts but by, among other laws of general application, the pertinent
scattered provisions of the Civil Code on human conduct.
● Even on the premise that such right of first refusal has been decreed under a final judgment,
like here, its breach cannot justify correspondingly an issuance of a writ of execution under a
judgment that merely recognizes its existence, nor would it sanction an action for specific
performance without thereby negating the indispensable element of consensuality in the
perfection of contracts. It is not to say, however, that the right of first refusal would be
inconsequential for an unjustified disregard thereof, given, for instance, the circumstances
expressed in Article 1912 of the Civil Code, can warrant a recovery for damages.
● The final judgment in Civil Case No. 87-41058 has merely accorded a "right of first refusal" in
favor of petitioners. The consequence of such a declaration entails no more than what has
heretofore been said.
○ In fine, if petitioners are aggrieved by the failure of private respondents to honor
the right of first refusal, the remedy is not a writ of execution on the judgment, since
there is none to execute, but an action for damages in a proper forum for the
purpose.
12. Macasaet v. COA, G.R. 83748, May 12, 1989;
Petitioner: FLAVIO K MACASAET & ASSOCIATES, INC.,
Respondent: COMMISSION ON AUDIT and PHILIPPINE TOURISM AUTHORITY
DOCTRINE: The terminologies in the contract being clear, leaving no doubt as to the intention of
the contracting parties, their literal meaning control (Article 1370, Civil Code). The price
escalation cost must be deemed included in the final actual project cost and petitioner held
entitled to the payment of its additional professional fees. Obligations arising from contract
have the force of law between the contracting parties and should be complied with in good
faith (Article 11 59, Civil Code).
FACTS:
● Respondent Philippine Tourism Authority (PTA) entered into a Contract for "Project Design
and Management Services for the development of the proposed Zamboanga Golf and
Country Club, Calarian, Zamboanga City" with petitioner company, but originally with Flavio
K Macasaet alone (hereinafter referred to simply as the "Contract").
○ ARTICLE IV — PROFESSIONAL FEE
■ In consideration for the professional services to be performed by Designer
under Article I of this Agreement, the Authority shall pay seven percent
(7%) of the actual construction cost.
○ ARTICLE V — SCHEDULE OF PAYMENTS
■ Upon the execution of the Agreement but not more than fifteen (15) days,
a minimum payment equivalent to 10 percent of the professional fee as
provided in Art. IV computed upon a reasonable estimated construction
cost of the project.
■ Upon the completion of the schematic design services, but not more than
15 days after the submission of the schematic design to the Authority, a
sum equivalent to 15% of the professional fee as stated in Art. IV computed
upon the reasonable estimated construction cost of the project.
■ Upon completion of the design development services, but not more than
15 days after submission of the design development to the authority, a
sum equivalent to 20% of the professional fee as stated in Art. IV,
computed upon the reasonable estimated construction cost.
■ Upon completion of the contract document services but not more than 15
days after submission of the contract document to the Authority, a sum
equivalent to 25% of the professional fee as stated in Art. IV, shall be paid
computed on the same basis as above.
■ Upon completion of the work and acceptance thereof by the Authority,
the balance of the professional fee, computed on the final actual project
cost shall be paid.
● Pursuant to the foregoing Schedule, the PTA made periodic payments of the stipulated
professional fees to petitioner and, upon completion of the project, PTA paid petitioners
what it perceived to be the balance of the latter's professional fees.
● It turned out, however, that after the project was completed, PTA paid Supra Construction
Company, the main contractor, the additional sum of P3,148,198.26 representing the
escalation cost of the contract price due to the increase in the price of construction
materials.
● Upon learning of the price escalation, petitioner requested payment of P219,302.47
additional professional fee representing seven (7%) percent of P3,148,198.26.
● PTA denied payment on the ground that "the subject price escalation referred to increased
cost of construction materials and did not entail additional work on the part of petitioner as
to entitle it to additional compensation under Article VI of the contract.
● Reconsiderations sought by the petitioner, up to respondent COA, were to no avail.
○ The latter expressed the opinion that "to allow subject claim in the absence of a
showing that extra or additional services had been rendered by claimant would
certainly result in overpayment to him to the prejudice of the Government"
ISSUE:
● Whether or not the price escalation should be included in the "final actual project cost."
RULING: YES.
● The very terminologies used in the Contract call for affirmative relief in petitioner's favor.
○ Under Article IV of said Contract, petitioner was to be entitled to seven (7%) of the
"actual construction cost." Under paragraphs 1, 2, 3, and 4, Article V, periodic
payments were to be based on a "reasonable estimated construction cost."
ultimately, under paragraph 5, Article V, the balance of the professional fee was to
be computed on the basis of "the final actual project cost."
○ The use of the terms "actual construction cost", gradating into "final actual project
cost" is not without significance.
■ The real intendment of the parties, as shown by paragraph 5, Article V, of
their Contract was to base the ultimate balance of petitioner's
professional fees not on "actual construction cost" alone but on the final
actual project cost; not on "construction cost" alone but on "project cost."
■ By so providing, the Contract allowed for flexibility based on actuality and
as a matter of equity for the contracting parties. For evidently, the final
actual project cost would not necessarily tally with the actual construction
cost initially computed.
■ The "final actual project cost" covers the totality of all costs as actually
and finally determined, and logically includes the escalation cost of the
contract price.
● It matters not that the price escalation awarded to the construction company did not entail
additional work for petitioner. As a matter of fact, neither did it for the main contractor. The
increased cost of materials was not the doing of either contracting party.
● That an escalation clause was not specifically provided for in the Contract is of no moment
either for it may be considered as already "built-in" and understood from the very terms
"actual construction cost," and eventually "final actual project cost."
● The terminologies in the contract being clear, leaving no doubt as to the intention of the
contracting parties, their literal meaning control (Article 1370, Civil Code). The price
escalation cost must be deemed included in the final actual project cost and petitioner held
entitled to the payment of its additional professional fees. Obligations arising from contract
have the force of law between the contracting parties and should be complied with in good
faith (Article 11 59, Civil Code).
13. People’s Car Inc. v. Commando Security Service Agency, G.R. No. L-36840. May 22, 1973;
Plaintiff: PEOPLE'S CAR INC.
Defendant: . COMMANDO SECURITY SERVICE AGENCY
DOCTRINE: As ordained in Article 1159, Civil Code, "obligations arising from contracts have the force
of law between the contracting parties and should be complied with in good faith."
FACTS:
● On April 5, 1970 at around 1:00 A.M. the defendant's security guard on duty brought out of the
plaintiff’s compound a car belonging to its customer without any authority, consent,
approval, knowledge or orders of the plaintiff and/or defendant; he drove said car to places
unknown.
● While so driving, he lost control of the car, causing the same to fall into a ditch along J.P.
Laurel St., Davao City by reason of which the plaintiff's complaint for qualified theft against
said driver, was blottered in the office of the Davao City Police Department.
● The car of plaintiff's customer, Joseph Luy, which had been left with plaintiff for servicing and
maintenance, "suffered extensive damage in the total amount of P7,079." besides the car
rental value "chargeable to defendant" in the sum of P1,410.00 for a car that plaintiff had to
rent and make available to its said customer to enable him to pursue his business and
occupation for the period of forty-seven (47) days (from April 25 to June 10, 1970) that it took
plaintiff to repair the damaged car,7 or total actual damages incurred by plaintiff in the sum
of P8,489.10.
● Plaintiff claimed that defendant was liable for the entire amount under paragraph 5 of their
contract whereunder defendant assumed "sole responsibility for the acts done during their
watch hours" by its guards.
● Whereas defendant contended, without questioning the amount of the actual damages
incurred by plaintiff, that its liability "shall not exceed one thousand (P1,000.00) pesos per
guard post" under paragraph 4 of their contract.
● The trial court, misreading the above-quoted contractual provisions, held that "the liability of
the defendant in favor of the plaintiff falls under paragraph 4 of the Guard Service Contract"
and rendered judgment "finding the defendant liable to the plaintiff in the amount of
P1,000.00 with costs."
ISSUE:
● WON defendant may be held liable for breach of its contract with plaintiff as a result of a
wrongful act committed by its security guard.
RULING: YES.
● Paragraph 4 of the contract, which limits defendant's liability for the amount of loss or
damage to any property of plaintiff to "P1,000.00 per guard post," is by its own terms
applicable only for loss or damage 'through the negligence of its guards ... during the watch
hours" provided that the same is duly reported by plaintiff within 24 hours of the occurrence
and the guard's negligence is verified after proper investigation with the attendance of both
contracting parties.
○ Said paragraph is manifestly inapplicable to the stipulated facts of record, which
involve neither property of plaintiff that has been lost or damaged at its premises
nor mere negligence of defendant's security guard on duty.
○ Defendant is therefore undoubtedly liable to indemnify plaintiff for the entire
damages thus incurred, since under paragraph 5 of their contract it "assumed the
responsibility for the proper performance by the guards employed of their duties
and (contracted to) be solely responsible for the acts done during their watch
hours" and "specifically released (plaintiff) from any and all liabilities ... to the third
parties arising from the acts or omissions done by the guards during their tour of
duty."
● Plaintiff was in law liable to its customer for the damages caused the customer's car, which
had been entrusted into its custody. Plaintiff therefore was in law justified in making good
such damages and relying in turn on defendant to honor its contract and indemnify it for
such undisputed damages, which had been caused directly by the unlawful and wrongful
acts of defendant's security guard in breach of their contract.
o As ordained in Article 1159, Civil Code, "obligations arising from contracts have the
force of law between the contracting parties and should be complied with in good
faith."
● Plaintiff in law could not tell its customer, as per the trial court's view, that "under the Guard
Service Contract it was not liable for the damage but the defendant" — since the customer
could not hold defendant to account for the damages as he had no privity of contract with
defendant.
○ Such an approach of telling the adverse party to go to court, notwithstanding his
plainly valid claim, aside from its ethical deficiency among others, could hardly
create any goodwill for plaintiff's business, in the same way that defendant's
baseless attempt to evade fully discharging its contractual liability to plaintiff
cannot be expected to have brought it more business. Worse, the administration of
justice is prejudiced, since the court dockets are unduly burdened with
unnecessary litigation.
14. Pelayo v. Lauron, 12 Phil. 453
Plaintiff: ARTURO PELAYO
Defendant: . MARCELO LAURON, ET AL.
DOCTRINE: According to article 1089 of the Civil Code, obligations are created by law, by contracts,
by quasi-contracts, and by illicit acts and omissions or by those in which any kind of fault or
negligence occurs. Obligations arising from law are not presumed. Those expressly
determined in the code or in special laws, etc., are the only demandable ones. Obligations
arising from contracts have legal force between the contracting parties and must be fulfilled
in accordance with their stipulations. The rendering of medical assistance in case of illness is
comprised among the mutual obligations to which the spouses are bound by way of mutual
support.
FACTS:
● Arturo Pelayo, a physician residing in Cebu, filed a complaint against Marcelo Lauron and
Juana Abella setting forth that:
○ On or about the 13th of October of 1906, at night, the plaintiff was called to the
house of the defendants
○ Upon arrival he was requested by them to render medical assistance to their
daughter-in-law who was about to give birth to a child
○ After consultation with the attending physician, Dr. Escaño, it was found necessary,
on account of the difficult birth, to remove the fetus by means of forceps which
operation was performed by the plaintiff, who also had to remove the afterbirth, in
which services he was occupied until the following morning
○ Afterwards, on the same day, he visited the patient several times.
○ The just and equitable value of the services rendered by him was P500, which the
defendants refuse to pay without alleging any good reason therefor.
● In answer to the complaint counsel for the defendants denied all of the allegation therein
contained and alleged as a special defense, that their daughter-in-law had died in
consequence of the said childbirth, and that when she was alive she lived with her husband
independently and in a separate house without any relation whatever with them, and that, if
on the day when she gave birth she was in the house of the defendants, her stay their was
accidental and due to fortuitous circumstances.
○ Therefore, he prayed that the defendants be absolved of the complaint with costs
against the plaintiff.
● Judgment was entered by the court below, whereby the defendants were absolved from the
former complaint, on account of the lack of sufficient evidence to establish a right of action
against the defendants, with costs against the plaintiff
ISSUE:
● WON the parents-in-law are obliged to pay the fees claimed by the plaintiffs.
RULING: NO.
● According to article 1089 of the Civil Code, obligations are created by law, by contracts, by
quasi-contracts, and by illicit acts and omissions or by those in which any kind of fault or
negligence occurs.
○ Obligations arising from law are not presumed. Those expressly determined in the
code or in special laws, etc., are the only demandable ones. Obligations arising
from contracts have legal force between the contracting parties and must be
fulfilled in accordance with their stipulations.
● The rendering of medical assistance in case of illness is comprised among the mutual
obligations to which the spouses are bound by way of mutual support. (Arts. 142 and 143.)
○ When either of them by reason of illness should be in need of medical assistance,
the other is under the unavoidable obligation to furnish the necessary services of a
physician in order that health may be restored, and he or she may be freed from
the sickness by which life is jeopardized; the party bound to furnish such support is
therefore liable for all expenses, including the fees of the medical expert for his
professional services. This liability originates from the above-cited mutual
obligation which the law has expressly established between the married couple.
● In the face of the above legal precepts it is unquestionable that the person bound to pay
the fees due to the plaintiff for the professional services that he rendered to the
daughter-in-law of the defendants during her childbirth, is the husband of the patient and
not her father and mother- in-law, the defendants herein.
○ The fact that it was not the husband who called the plaintiff and requested his
assistance for his wife is no bar to the fulfillment of the said obligation, as the
defendants, in view of the imminent danger, to which the life of the patient was at
that moment exposed, considered that medical assistance was urgently needed,
and the obligation of the husband to furnish his wife in the indispensable services
of a physician at such critical moments is specially established by the law, as has
been seen, and compliance therewith is unavoidable; therefore, the plaintiff, who
believes that he is entitled to recover his fees, must direct his action against the
husband who is under obligation to furnish medical assistance to his lawful wife in
such an emergency.
Chapter 2. Nature and Effect of Obligations.
15. Orient Freight International v. Keihin-Everett Forwarding G.R. No. 191937, Aug. 9, 2017
Petitioner: ORIENT FREIGHT INTERNATIONAL, INC.
Respondent : .KEIHIN-EVERETT FORWARDING COMPANY, INC.
DOCTRINE: There are instances when Article 2176 may apply even when there is a pre-existing
contractual relation. A party may still commit a tort or quasi-delict against another, despite
the existence of a contract between them. The test (whether a quasi-delict can be deemed
to underlie the breach of a contract) can be stated thusly: Where, without a pre-existing
contract between two parties, an act or omission can nonetheless amount to an actionable
tort by itself, the fact that the parties are contractually bound is no bar to the application of
quasi-delict provisions to the case.
FACTS:
● Keihin-Everett entered into a Trucking Service Agreement with Matsushita.
○ Under the Trucking Service Agreement, Keihin-Everett would provide services for
Matsushita's trucking requirements. These services were subcontracted by
Keihin-Everett to Orient Freight, through their own Trucking Service Agreement
executed on the same day.
● When the Trucking Service Agreement between Keihin-Everett and Matsushita expired,
Keihin-Everett executed an In-House Brokerage Service Agreement for Matsushita's
Philippine Economic Zone Authority export operations.
○ Keihin-Everett continued to retain the services of Orient Freight, which
sub-contracted its work to Schmitz Transport and Brokerage Corporation.
● Matsushita called Keihin-Everett's Sales Manager, Salud Rizada, about a column in the April
19, 2002 issue of the tabloid newspaper Tempo.
○ This news narrated the April 17, 2002 interception by Caloocan City police of a
stolen truck filled with shipment of video monitors and CCTV systems owned by
Matsushita.
● When contacted by Keihin-Everett about this news, Orient Freight stated that the tabloid
report had blown the incident out of proportion.
○ They claimed that the incident simply involved the breakdown and towing of the
truck, which was driven by Ricky Cudas (Cudas), with truck helper, Rubelito Aquino
(Aquino).
○ The truck was promptly released and did not miss the closing time of the vessel
intended for the shipment.
● However, when the shipment arrived in Yokohama, Japan, it was discovered that 10 pallets
of the shipment's 218 cartons, worth US$34,226.14, were missing.
● Keihin-Everett independently investigated the incident. During its investigation, it obtained a
police report from the Caloocan City Police Station.
○ The report stated that Cudas told Aquino to report engine trouble to Orient Freight.
After Aquino made the phone call, he informed Orient Freight that the truck had
gone missing. When the truck was intercepted by the police along C3 Road near
the corner of Dagat-Dagatan Avenue in Caloocan City, Cudas escaped and
became the subject of a manhunt
● When confronted with Keihin-Everett's findings, Orient Freight wrote back to admit that its
previous report was erroneous and that pilferage was apparently proven.
● Matsushita terminated its In-House Brokerage Service Agreement with Keihin-Everett.
○ Matsushita cited loss of confidence for terminating the contract, stating that
Keihin-Everett's way of handling the April 17, 2002 incident and its nondisclosure of
this incident's relevant facts "amounted to fraud and signified an utter disregard of
the rule of law."
● Keihin-Everett, by counsel, sent a letter to Orient Freight, demanding P2,500,000.00 as
indemnity for lost income.
○ It argued that Orient Freight's mishandling of the situation caused the termination
of Keihin-Everett's contract with Matsushita.
● When Orient Freight refused to pay, Keihin-Everett filed a complaint for damages with
Branch 10, Regional Trial Court, Manila.
● Orient Freight claimed, among others, that its initial ruling of pilferage was in good faith as
manifested by the information from its employees and the good condition and the timely
shipment of the cargo.
○ It also alleged that the contractual termination was a prerogative of Matsushita.
○ Further, by its own Audited Financial Statements on file with the Securities and
Exchange Commission, Keihin-Everett derived income substantially less than what
it sued for.
● The Regional Trial Court rendered its Decision in favor of Keihin-Everett.
○ It found that Orient Freight was "negligent in failing to investigate properly the
incident and make a factual report to Keihin[-Everett] and Matsushita," despite
having enough time to properly investigate the incident
○ The trial court also ruled that Orient Freight's failure to exercise due diligence in
disclosing the true facts of the incident to Keihin-Everett and Matsushita caused
Keihin-Everett to suffer income losses due to Matsushita's cancellation of their
contract.
● Orient Freight appealed the Regional Trial Court Decision to the Court of Appeals which
affirmed the trial court's decision.
● Orient Freight filed this Petition for Review on Certiorari under Rule 45 with this Court, arguing
that the Court of Appeals incorrectly found it negligent under Article 2176 of the Civil Code.
○ As there was a subsisting Trucking Service Agreement between Orient Freight itself
and Keihin-Everett, petitioner avers that there was a pre-existing contractual
relation between them, which would preclude the application of the laws on
quasi-delicts.
○ Applying the test in Far East Bank and Trust Company v. Court of Appeals,
petitioner claims that its failure to inform respondent Keihin-Everett about the
hijacking incident could not give rise to a quasi-delict since the Trucking Service
Agreement between the parties did not include this obligation. It argues that there
being no obligation under the Trucking Service Agreement to inform Keihin-Everett
of the hijacking incident, its report to Keihin-Everett was done in good faith and did
not constitute negligence. Its representations regarding the hijacking incident were
a sound business judgment and not a negligent act.
ISSUE:
● WON respondent Keihin-Everett can recover indemnity from petitioner under quasi-delict
despite the existence of the contract between them.
RULING: NO.
● Negligence may either result in culpa aquiliana or culpa contractual
○ Culpa aquiliana is the "the wrongful or negligent act or omission which creates a
vinculum juris and gives rise to an obligation between two persons not formally
bound by any other obligation,” and is governed by Article 2176 of the Civil Code
○ Negligence in culpa contractual, on the other hand, is "the fault or negligence
incident in the performance of an obligation which already-existed, and which
increases the liability from such already existing obligation."This is governed by
Articles 1170 to 1174 of the Civil Code.
● Actions based on contractual negligence and actions based on quasi-delicts differ in terms
of conditions, defenses, and proof. They generally cannot co-exist.
○ In Huang v. Phil. Hoteliers, Inc, [T]his Court finds it significant to take note of the
following differences between quasi-delict (culpa aquilina) and breach of contract
(culpa contractual).
■ In quasi-delict, negligence is direct, substantive and independent, while in
breach of contract, negligence is merely incidental to the performance of
the contractual obligation
■ There is a pre-existing contract or obligation, In quasi-delict, the defense
of "good father of a family" is a complete and proper defense insofar as
parents, guardians and employers are concerned, while in breach of
contract, such is not a complete and proper defense in the selection and
supervision of employees.
■ In quasi-delict, there is no presumption of negligence and it is incumbent
upon the injured party to prove the negligence of the defendant,
otherwise, the former's complaint will be dismissed, while in breach of
contract, negligence is presumed so long as it can be proved that there
was breach of the contract and the burden is on the defendant to prove
that there was no negligence in the carrying out of the terms of the
contract; the rule of respondeat superior is followed.
● However, there are instances when Article 2176 may apply even when there is a pre-existing
contractual relation. A party may still commit a tort or quasi-delict against another, despite
the existence of a contract between them.
○ The test (whether a quasi-delict can be deemed to underlie the breach of a
contract) can be stated thusly: Where, without a pre-existing contract between two
parties, an act or omission can nonetheless amount to an actionable tort by itself,
the fact that the parties are contractually bound is no bar to the application of
quasi-delict provisions to the case.
● Here, private respondents' damage claim is predicated solely on their contractual
relationship; without such agreement, the act or omission complained of cannot by itself be
held to stand as a separate cause of action or as an independent actionable tort. Here,
petitioner denies that it was obliged to disclose the facts regarding the hijacking incident
since this was not among the provisions of its Trucking Service Agreement with respondent.
There being no contractual obligation, respondent had no cause of action against
petitioner.
● Applying said test, assuming for the sake of argument that petitioner indeed failed to inform
respondent of the incident where the truck was later found at the Caloocan Police station,
would an independent action prosper based on such omission? Assuming that there is no
contractual relation between the parties herein, would petitioner's omission of not informing
respondent that the truck was impounded gives [sic] rise to a quasi-delict?
○ Obviously not, because the obligation, if there is any in the contract, that is to
inform plaintiff of said incident, could have been spelled out in the very contract
itself duly executed by the parties herein specifically in the Trucking Service
Agreement. It is a fact that no such obligation or provision existed in the contract.
Absent said terms and obligations, applying the principles on tort as a cause for
breaching a contract would therefore miserably fail as the lower Court erroneously
did in this case.
● Both the Regional Trial Court and Court of Appeals erred in finding petitioner's negligence of
its obligation to report to be an action based on a quasi-delict Petitioner's negligence did
not create the vinculum juris or legal relationship with the respondent, which would have
otherwise given rise to a quasi-delict.
○ Petitioner's duty to respondent existed prior to its negligent act. When respondent
contacted petitioner regarding the news report and asked it to investigate the
incident, petitioner's obligation was created. Thereafter, petitioner was alleged to
have performed its obligation negligently, causing damage to respondent.
○ The doctrine "the act that breaks the contract may also be a tort," on which the
lower courts relied, is inapplicable here. Petitioner's negligence, arising as it does
from its performance of its obligation to respondent, is dependent on this
obligation.
(Lapina, Maybelle)
16. Marquez v. Elisan, G.R. No. 194642, April 06, 2015; Rivera v. Chua, G.R. 184458, Jan. 14, 2015;
Facts:
Marquez (petitioner) obtained a (first loan) from Elisan Credit Corporation (respondent) Php
53,000.00 payable in 180 days. The petitioner signed a promissory note which provided that it is
payable in weekly installments and subject to 26% annual interest. In case of non-payment, the
petitioner agreed to pay ten percent 10% monthly penalty and another 25% of such amount for
attorney's fees. The petitioner also executed a chattel mortgage.
Subsequently, the petitioner obtained a second loan from the respondent for P55,000.00. The
promissory note covering the second loan contained exactly the same terms and conditions as
the first promissory note.
When the second loan matured, the petitioner had only paid P29,960.00 leaving an unpaid
balance. The petitioner asked the respondent if he could pay in daily installments (daily
payments) until the second loan is paid. The respondent granted the petitioner's request. Thus, 21
months after the second loan's maturity, the petitioner had already paid an amount greater than
the principal.
The petitioner insists that his daily payments should be deemed to have been credited against
the principal. He cites Article 1176 of the Civil Code which ordains that the receipt of the principal
by the creditor without reservation with respect to the interest, shall give rise to the presumption
that the interest has been paid.
Issue: Whether the petitioner has fully paid his loan obligation.
Held: No.
Under Article 1176 the amount received by the creditor is the payment for the principal, but a
doubt arises on whether or not the interest is waived because the creditor accepts the payment
for the principal without reservation with respect to the interest. Article 1176 resolves this doubt by
presuming that the creditor waives the payment of interest because he accepts payment for the
principal without any reservation.
On the other hand, the presumption under Article 1253 resolves doubts involving payment of
interest-bearing debts. It is a given under this Article that the debt produces interest. The doubt
pertains to the application of payment; the uncertainty is on whether the amount received by the
creditor is payment for the principal or the interest. Article 1253 resolves this doubt by providing a
hierarchy: payments shall first be applied to the interest; payment shall then be applied to the
principal only after the interest has been fully-paid.
The fact that the official receipts did not indicate whether the payments were made for the
principal or the interest does not prove that the respondent waived the interest. Because the
petitioner was already in default of the principal when he started making the daily payments, the
stipulations providing for the 10% monthly penalty and the additional 25% attorney's fees on the
unpaid amount also became effective as a result of the petitioner's failure to pay in full upon
maturity.
17. Tumibay v. Spouses Lopez, G.R. No. 171692, June 3, 2013;
Petitioner: SPOUSES DELFIN O. TUMIBAY AND AURORA T. TUMIBAY-DECEASED; GRACE JULIE ANN
TUMIBAY MANUEL, LEGAL REPRESENTATIVE
Doctrine: A buyer who covertly usurps the seller's ownership of the property prior to the full
payment of the price is in breach of the contract and the seller is entitled to rescission because
the breach is substantial and fundamental as it defeats the very object of the parties in entering
into the contract to sell. (In relation to Article 1191)
Facts:
Petitioners were the owners of a parcel of land in Bukidnon covered by a TCT in the name of
petitioner Aurora. Petitioners, as principals and sellers, executed an SPA in favor of Reynalda, as
agent to offer for sale the subject land provided that the purchase price thereof should be
approved by the former. Sometime in 1994, petitioners and respondent Rowena agreed to enter
into an oral contract to sell over the subject land for the price of P800,000.00 to be paid in 10 years
through monthly installments. Respondents averred that petitioners executed a SPA in favor of
Reynalda granting the latter the power to offer for sale the subject land; that sometime in 1994,
respondent Rowena and petitioners agreed that the former would buy the subject land for the
price of P800,000.00 to be paid on installment; that respondent Rowena paid in cash to
petitioners the sum of $1,000.00; that from 1995 to 1997, respondent Rowena paid the monthly
installments of 500 dollars thereon as evidenced by money orders; that, in furtherance of the
agreement, a deed of sale was executed and the corresponding title was issued in favor of
respondent Rowena.
Petitioners denied the allegation that a contract to sell was executed at all between them and
Rowena. They claimed that the payments received from respondent Rowena were for
safekeeping purposes only pending the final agreement as to the purchase price of the subject
land. Respondent Rowena insisted that she had fully paid the purchase price.
Held: No.
While it was ruled by the Court that a contract to sell existed between the parties, the same is
subject rescission due to the substantial breach in contract committed by Rowena because, at
the time the aforesaid deed of sale was executed, the full price of the subject land was yet to be
paid. Prior to the execution of the deed of sale, the total amount of monthly installments paid by
respondent Rowena to petitioners was found by the Court based on evidence to be only
P260,626.50 or 32.58% of the P800,000.00 purchase price.
The evidence also indicates that the premature transfer of title in the name of respondent
Rowena was done without the knowledge and consent of petitioners. This act constitutes a
substantial and fundamental breach of the contract to sell. A buyer who willfully contravenes this
fundamental object or purpose of the contract, by covertly transferring the ownership of the
property in his name at a time when the full purchase price has yet to be paid, commits a
substantial and fundamental breach which entitles the seller to rescission of the contract, making
the contract to sell subject to rescission under Article 1191.
18. Gaisano v. Insurance Company of North America, G.R. No. 147839, June 8, 2006;
Doctrine: Under Article 1263 of the Civil Code, “In an obligation to deliver a generic thing, the loss
or destruction of anything of the same kind does not extinguish the obligation." If the obligation is
generic in the sense that the object thereof is designated merely by its class or genus without any
particular designation or physical segregation from all others of the same class, the loss or
destruction of anything of the same kind even without the debtor's fault and before he has
incurred in delay will not have the effect of extinguishing the obligation. This rule is based on the
principle that the genus of a thing can never perish. Genus nunquan perit.
Facts:
Petitioner is a customer and dealer of the products of IMC and LSPI. On February 25, 1991, the
Gaisano Superstore Complex in Cagayan de Oro City, owned by petitioner, was consumed by fire.
Included in the items lost or destroyed in the fire were stocks of ready-made clothing materials
sold and delivered by IMC and LSPI.
Respondent filed a complaint for damages against petitioner. It alleges that IMC and LSPI filed
with respondent their claims under their respective fire insurance policies with book debt
endorsements and that the respondent paid the claims of IMC and LSPI and, by virtue thereof,
respondent was subrogated to their rights against petitioner.
Petitioner contends that it could not be held liable because the property covered by the insurance
policies were destroyed due to fortuities event or force majeure; that respondent's right of
subrogation has no basis inasmuch as there was no breach of contract committed by it since the
loss was due to fire which it could not prevent or foresee; that IMC and LSPI never communicated
to it that they insured their properties; that it never consented to paying the claim of the insured.
Held: No.
It must be stressed that the insurance is not for loss of goods by fire but for petitioner's accounts
with IMC and LSPI that remained unpaid 45 days after the fire. Accordingly, petitioner's obligation
is for the payment of money. As correctly stated by the CA, where the obligation consists in the
payment of money, the failure of the debtor to make the payment even by reason of a fortuitous
event shall not relieve him of his liability. The rationale for this is that the rule that an obligor
should be held exempt from liability when the loss occurs thru a fortuitous event only holds true
when the obligation consists in the delivery of a determinate thing and there is no stipulation
holding him liable even in case of fortuitous event. It does not apply when the obligation is
pecuniary in nature.
Under Article 1263 of the Civil Code, "In an obligation to deliver a generic thing, the loss or
destruction of anything of the same kind does not extinguish the obligation." If the obligation is
generic in the sense that the object thereof is designated merely by its class or genus without any
particular designation or physical segregation from all others of the same class, the loss or
destruction of anything of the same kind even without the debtor's fault and before he has
incurred in delay will not have the effect of extinguishing the obligation.
19. Phil. Export v. V.P. Eusebio Const., G.R. 140047, Jul. 13, 2004;
Respondent: V.P. EUSEBIO CONSTRUCTION, INC.; 3-PLEX INTERNATIONAL, INC.; VICENTE P.
EUSEBIO; SOLEDAD C. EUSEBIO; EDUARDO E. SANTOS; ILUMINADA SANTOS; AND FIRST INTEGRATED
BONDING AND INSURANCE COMPANY, INC.
Doctrine: Where one of the parties to a contract does not perform in a proper manner the
prestation which he is bound to perform under the contract, he is not entitled to demand the
performance of the other party. A party does not incur in delay if the other party fails to perform
the obligation incumbent upon him.
Facts:
On 8 November 1980, the State Organization of Buildings (SOB), Ministry of Housing and
Construction, Baghdad, Iraq, awarded the construction of the Institute of Physical
Therapy–Medical Rehabilitation Center, Phase II, in Baghdad, Iraq, (hereinafter the Project) to Ajyal
Trading and Contracting Company (hereinafter Ajyal). In 1981, 3-Plex International, Inc.
(hereinafter 3-Plex), a local contractor engaged in construction business, entered into a joint
venture agreement with Ajyal. 3-PLEX then subsequently assigned its rights to VPECI. The SOB
required the contractors to submit a performance bond and advance payment bond and to
comply with these requirements, respondents 3-Plex and VPECI applied for the issuance of a
guarantee with petitioner Philguarantee, a government financial institution. Upon the application
of respondents 3-Plex and VPECI, petitioner Philguarantee issued in favor of Al Ahli Bank of Kuwait
Letter of Guarantee.
The SOB and the joint venture VPECI and Ajyal executed the service contract for the construction
of the Institute of Physical Therapy – Medical Rehabilitation Center, Phase II, in Baghdad, Iraq. The
construction, which was supposed to start on June 1981, commenced only on the last week of
August 1981. Because of this delay and the slow progress of the construction work due to some
setbacks and difficulties, the Project was not completed on 15 November 1982 as scheduled. As of
March 1986, the status of the Project was 51% accomplished, meaning the structures were already
finished.
Philguarantee then filed a case in the RTC of Makati. The RTC ruled against it and found that the
joint venture contractor incurred no delay in the execution of the Project. Considering the Project
owner's violations of the contract which rendered impossible the joint venture contractor's
performance of its undertaking, no valid call on the guarantee could be made. The CA upheld the
RTC’s decision. Hence the appeal.
Issue: Whether respondents must reimburse the petitioner for the payment it made as guarantor.
Held: No.
Default or mora on the part of the debtor is the delay in the fulfillment of the prestation by reason
of a cause imputable to the former. It is the non-fulfillment of an obligation with respect to time.
Article 1169, last paragraph, of the Civil Code, provides: "In reciprocal obligations, neither party
incurs in delay if the other party does not comply or is not ready to comply in a proper manner
with what is incumbent upon him."
As found by both the Court of Appeals and the trial court, the delay or the non-completion of the
Project was caused by factors not imputable to the respondent contractor. It was rather due
mainly to the persistent violations by SOB of the terms and conditions of the contract, particularly
its failure to pay 75% of the accomplished work in US Dollars. Indeed, where one of the parties to a
contract does not perform in a proper manner the prestation which he is bound to perform under
the contract, he is not entitled to demand the performance of the other party. A party does not
incur in delay if the other party fails to perform the obligation incumbent upon him.
SOB cannot yet demand complete performance from VPECI because it has not yet itself
performed its obligation in a proper manner, particularly the payment of the 75% of the cost of the
Project in US Dollars. The VPECI cannot yet be said to have incurred in delay. Even assuming that
there was delay and that the delay was attributable to VPECI, still the effects of that delay ceased
upon the renunciation by the creditor, SOB, which could be implied when the latter granted
several extensions of time to the former. Besides, no demand has yet been made by SOB against
the respondent contractor. Demand is generally necessary even if a period has been fixed in the
obligation. And default generally begins from the moment the creditor demands judicially or
extra-judicially the performance of the obligation. Without such demand, the effects of default will
not arise.
20. Tanguilig v. CA, G.R. 266 SCRA 78
Petitioner: JACINTO TANGUILIG doing business under the name and style J.M.T. ENGINEERING
AND GENERAL MERCHANDISING
Facts:
Petitioner disowned any obligation to repair or reconstruct the system and insisted that he
delivered it in good and working condition to respondent who accepted the same without protest.
Besides, its collapse was attributable to a typhoon, a force majeure, which relieved him of any
liability.
Issue: Whether the collapse of the newly installed windmill is a fortuitous event.
Held: No.
Petitioner failed to show that the collapse of the windmill was due solely to a fortuitous event.
Interestingly, the evidence does not disclose that there was actually a typhoon on the day the
windmill collapsed. Petitioner merely stated that there was a "strong wind." But a strong wind in
this case cannot be fortuitous - unforeseeable nor unavoidable. On the contrary, a strong wind
should be present in places where windmills are constructed, otherwise the windmills will not turn.
Petitioner's argument that private respondent was already in default in the payment of his
outstanding balance of P15,000.00 and hence should bear his own loss, is untenable. In reciprocal
obligations, neither party incurs in delay if the other does not comply or is not ready to comply in
a proper manner with what is incumbent upon him. When the windmill failed to function properly
it became incumbent upon petitioner to institute the proper repairs in accordance with the
guaranty stated in the contract. Thus, respondent cannot be said to have incurred in delay;
instead, it is petitioner who should bear the expenses for the reconstruction of the windmill. Article
1167 of the Civil Code is explicit on this point that if a person obliged to do something fails to do it,
the same shall be executed at his cost.
On 25 and 26 August 1990, respondent issued two Metrobank checks to petitioner. However, the checks were
dishonored for the reason account closed. After demands to make good the checks proved futile, a criminal
case for violation of Batas Pambansa Blg. 22 was filed by the petitioner with the Regional Trial Court (RTC) of
Cebu City. The lower court convicted the respondent. On 31 July 1990 respondent was also charged with estafa
by a certain Victoria Suarez. Respondent was acquitted but held civilly liable.
The trial court ordered the rescission of the deed of donation. But upon appeal, the CA reversed the decision
contending that two of the requisites for filing an accion pauliana were absent, namely, (1) there must be a
credit existing prior to the celebration of the contract; and (2) there must be a fraud, or at least the intent to
commit fraud, to the prejudice of the creditor seeking the rescission. The CA argues the deed of donation
appears to have been executed in 1989 prior to any credit.
ISSUES:
Whether or not the Deed of Donation executed by respondent Rosa Lim in favor of her children be rescinded
for being in fraud of her alleged creditor, petitioner Maria Antonia Siguan.
RULING:
No. The alleged debt of respondent in favor of petitioner was incurred in August 1990, while the deed of
donation was purportedly executed on 10 August 1989. Article 1381 of the Civil Code enumerates the contracts
which are rescissible, and among them are those contracts undertaken in fraud of creditors when the latter
cannot in any other manner collect the claims due them. The action to rescind contracts in fraud of creditors
is known as accion pauliana. For this action to prosper, the following requisites must be present: (1) the plaintiff
asking for rescission has a credit prior to the alienation, although demandable later; (2) the debtor has made
a subsequent contract conveying a patrimonial benefit to a third person; (3) the creditor has no other legal
remedy to satisfy his claim; (4) the act being impugned is fraudulent; (5) the third person who received the
property conveyed, if it is by onerous title, has been an accomplice in the fraud.
The fourth requisite for an accion pauliana to prosper is not present either.
Article 1387, first paragraph, of the Civil Code provides: All contracts by virtue of which the debtor alienates
property by gratuitous title are presumed to have been entered into in fraud of creditors when the donor did
not reserve sufficient property to pay all debts contracted before the donation. Likewise, Article 759 of the
same Code, second paragraph, states that the donation is always presumed to be in fraud of creditors when
at the time thereof the donor did not reserve sufficient property to pay his debts prior to the donation.
For this presumption of fraud to apply, it must be established that the donor did not leave adequate
properties which creditors might have recourse for the collection of their credits existing before the execution
of the donation. As earlier discussed, petitioners alleged credit existed only a year after the deed of donation
was executed. She cannot, therefore, be said to have been prejudiced or defrauded by such alienation.
Evidence also disclose that respondent still had other properties when the deed of donation was executed.
Chapter 3. Different Kinds of Obligations
Section 1. Pure and Conditional Obligations.
27. Nunez v. Moises-Palma, G.R. No. 244466, Mar. 27, 2019;
VicenticoNuñez , owned a 429 square meter lot in Mambusao, Capiz. In May 1992, Vicentico, who was then
suffering from diabetes, borrowed P30,000.00 from Rosita Moises (Rosita) and as security, executed a real
estate mortgage over his property.Since Rosita had no money, the funds came from Norma Moises-Palma
(Norma), Rosita's daughter. According to petitioners, the P30,000.00 loan of Vicentico was subsequently paid
as evidenced by an Affidavit Authorizing Release of Mortgage
On June 28, 1995, Norma was able to have all petitioners, except Alden, sign a Deed of Adjudication and Sale
(DAS) wherein petitioners purportedly sold to Norma their respective pro indiviso shares in the subject lot for
P50,000. After the execution of the DAS, Norma immediately took possession of the subject lot.Instead of
paying cash, Norma executed a Promissory Note (PN) on July 1, 1995 in favor of petitioners whereby she
obligated herself to pay P50,000. Shealso executed an Acknowledgment of Debt (AOD) dated February 22,
2007, whereby she admitted that she owed petitioners P50,000.00, representing the purchase price of the DAS.
Despite non-payment of the purchase price and the absence of Alden's signature on the DAS, Norma was
able to cause the registration of the document with the Register of Deeds of Capiz and TCT T-3546022 was
issued to her on August 2, 2005
On July 10, 2006, Alden sought to annul the TCT and have the DAS declared null and void. However, during the
pendency of the case, Alden and Norma reached a compromise agreement.
On August 15, 2007, petitioners Karen, Warren and Lynette, represented by their brother and attorney-in-fact
Alden, filed against Norma a case for Declaration of Nullity of Deed of Adjudication and Sale, Cancellation of
Transfer Certificate of Title No. T-35460, Recovery of Ownership and/or Possession of Lot No. 2159-A and
Damages before the MTC. MTC ruled in favor of siblings Nunez saying that the DAS was null and voidon the
ground that the pricehas in fact never been paid by the vendee to the vendor.
Norma appealed the decision with the RTC. RTC ruled in favor of Norma saying that the DAS was valid because
there was constructive delivery of the lot in question right after the execution of the Deed of Adjudication,
showing transfer of ownership.
Nunez appealed the case before the CA. CA affirmed RTC decision but said that it was not a contract of
salebut in fact a dacionenpago. Petitioners then elevated the case before the SC as a question of law under
rule 45 because the ruling of the RTC and the CA was divergent.
28. Federal Express Corp. V. Antonino, G.R. No. 199455; June 27, 2018;
Doctrine:
Facts:
Issue/s:
Ruling:
29. Plazo v. Lipat, G.R. No. 182409, March 20, 2017;
Doctrine:
Facts:
Issue/s:
Ruling:
30. Province of Camarines Sur v. Bodega Glassware, G.R. No. 194199, Mar. 22, 2017;
Doctrine:
Facts:
Issue/s:
Ruling:
(Manibo, Eileen)
31. Nissan Car v. Lica, G.R. 176968, Jan. 13, 2016;
J. Jardeleza: The power to rescind is implied in reciprocal obligations and may be resorted to without prior
court approval, pursuant to Art. 1191 of the New Civil Code, even if a contract does not contain a provision
expressly authorizing extrajudicial rescission.
Facts: LMI owns a property located at 2326 Pasong Tamo Extension, Makati City with a total area of
approximately 2,860 square meters. On June 24, 1994, it entered into a contract with NCLPI for the latter to
lease the property for a term of ten (10) years (or from July 1, 1994 to June 30, 2004) with a monthly rental of
P308,000.00 and an annual escalation rate of ten percent (10%). Sometime in September 1994, NCLPI, with LMI's
consent, allowed its subsidiary Nissan Smartfix Corporation (NSC) to use the leased premises.
Subsequently, NCLPI became delinquent in paying the monthly rent, such that its total rental
arrearages amounted to P1,741,520.85. In May 1996, Nissan and Lica verbally agreed to convert the arrearages
into a debt to be covered by a promissory note and twelve (12) postdated checks, each amounting to
P162,541.95 as monthly payments starting June 1996 until May 1997.
While NCLPI was able to deliver the postdated checks per its verbal agreement with LMI, it failed to
sign the promissory note and pay the checks for June to October 1996. Thus, in a letter dated October 16, 1996,
which was sent on October 18, 1996 by registered mail, LMI informed NCLPI that it was terminating their
Contract of Lease due to arrears in the payment of rentals. It also demanded that NCLPI (1) pay the amount
of P2,651,570.39 for unpaid rentals and (2) vacate the premises within five (5) days from receipt of the notice.
In the meantime, Proton sent NCLPI an undated request to use the premises as a temporary display
center for "Audi" brand cars for a period of ten (10) days. In the same letter, Proton undertook "not to disturb
[NCLPI and LMI's] lease agreement and ensure that [NCLPI] will not breach the same [by] lending the premises
. . . without any consideration." NCLPI acceded to this request.
Held: YES. It is true that NCLPI and LMI's Contract of Lease does not contain a provision expressly authorizing
extrajudicial rescission. LMI can nevertheless rescind the contract, without prior court approval, pursuant to
Art. 1191 of the Civil Code.
Art. 1191 provides that the power to rescind is implied in reciprocal obligations, in cases where one of the
obligors should fail to comply with what is incumbent upon him. Otherwise stated, an aggrieved party is not
prevented from extrajudicially rescinding a contract to protect its interests, even in the absence of any
provision expressly providing for such right. The rationale for this rule was explained in the case of University
of the Philippines v. De los Angeles wherein this Court held:
[T]he law definitely does not require that the contracting party who believes itself
injured must first file suit and wait for a judgment before taking extrajudicial steps to
protect its interest. Otherwise, the party injured by the other's breach will have to
passively sit and watch its damages accumulate during the pendency of the suit
until the final judgment of rescission is rendered when the law itself requires that he
should exercise due diligence to minimize its own damages (Civil Code,Article 2203).
(Emphasis and underscoring supplied)
Whether a contract provides for it or not, the remedy of rescission is always available as a remedy
against a defaulting party. When done without prior judicial imprimatur, however, it may still be subject to
a possible court review. In Golden Valley Exploration, Inc. v. Pinkian Mining Company, we explained:
This notwithstanding, jurisprudence still indicates that an extrajudicial rescission
based on grounds not specified in the contract would not preclude a party to treat the
same as rescinded. The rescinding party, however, by such course of action, subjects
himself to the risk of being held liable for damages when the extrajudicial rescission is
questioned by the opposing party in court. This was made clear in the case of U.P. v. De
los Angeles, wherein the Court held as follows:
Of course, it must be understood that the act of a party in treating a
contract as cancelled or resolved on account of infractions by the
other contracting party must be made known to the other and is
always provisional, being ever subject to scrutiny and review by the
proper court. If the other party denies that rescission is justified, it is
free to resort to judicial action in its own behalf, and bring the
matter to court. Then, should the court, after due hearing, decide
that the resolution of the contract was not warranted, the
responsible party will be sentenced to damages; in the contrary
case, the resolution will be affirmed, and the consequent indemnity
awarded to the party prejudiced.
In other words, the party who deems the contract violated may
consider it resolved or rescinded, and act accordingly, without
previous court action, but it proceeds at its own risk. For it is only
the final judgment of the corresponding court that will conclusively
and finally settle whether the action taken was or was not correct in
law. . . . (Emphasis and underscoring in the original)
The only practical effect of a contractual stipulation allowing extrajudicial rescission is "merely to transfer
to the defaulter the initiative of instituting suit, instead of the rescinder."
In fact, the rule is the same even if the parties' contract expressly allows extrajudicial rescission. The other
party denying the rescission may still seek judicial intervention to determine whether or not the rescission
was proper.
Having established that LMI can extrajudicially rescind its contract with NCLPI even absent an express
contractual stipulation to that effect, the question now to be resolved is whether this extrajudicial
rescission was proper under the circumstances.
As earlier discussed, NCLPI's non-payment of rentals and unauthorized sublease of the leased premises
were both clearly proven by the records. We thus confirm LMI's rescission of its contract with NCLPI on
account of the latter's breach of its obligations.
32. PEZA v. Philhino Sales, G.R. 185765, Sept. 28, 2016;
J. Leonen: Mutual restitution, under Article 1191 is, however, no license for the negation of contractually
stipulated liquidated damages. Article 1191 itself clearly states that the options of rescission and specific
performance come with "with the payment of damages in either case." The very same breach or delay in
performance that triggers rescission is what makes damages due.
Facts: On October 4, 1997, the Philippine Economic Zone Authority (PEZA) published an invitation to bid in the
Business Daily for its acquisition of two (2) brand new fire truck units "with a capacity of 4,000-5,000 liters
[of] water and 500-1,000 liters [of chemical foam,] with complete accessories." Pilhino secured the contract
for the acquisition of the fire trucks. The contract price was initially at P3,000,000.00 per truck, but this was
reduced after negotiation to P2,900,000.00 per truck. The contract awarded to Pilhino stipulated that Pilhino
was to deliver to the PEZA two (2) FF3HP brand fire trucks within 45 days of receipt of a purchase order from
the PEZA. A further stipulation stated that "in case of failure to deliver the . . . good on the date specified . . .,
the Supplier agree[s] to pay penalty at the rate of 1/10 of 1% of the total contract price for each days [sic]
commencing on the first day after the date stipulated above."
The PEZA furnished Pilhino with a purchase order dated November 6, 1997. Pilhino failed to deliver
the trucks as it had committed. This prompted the PEZA to make formal demands on Pilhino on July 27, 1998
and on February 23, 1999. As Pilhino still failed to comply, the PEZA filed before the Regional Trial Court of
Pasay City a Complaint for rescission of contract and damages. In its defense, Pilhino claimed that there
was no starting date from which its obligation to deliver could be reckoned, considering that the Complaint
supposedly failed to allege acceptance by Pilhino of the purchase order. Pilhino suggested that there was
not even a meeting of minds between it and the PEZA.
The trial court ruled for PEZA and ordered Pilhino, among others: a) to pay liquidated damages at
the rate of 1/10 of 1% of the total contract price of P5,800,000.00 for each day of delay commencing from
June 19, 1998 and b) the contract be declared rescinded. On appeal, the CA partly granted Pilhino’s appeal
by reducing the liquidated damages to P1,400,000.00. PEZA now asks for the reinstatement of the RTC’s
award asserting that it already suffered damage when Pilhino failed to deliver the trucks on time.
Issue: Whether or not a stipulation for liquidated damages or penalty in a judicially rescinded contract be
given separate life, force and effect, that is, separate and distinct from the rescinded and voided contract?
Held: YES. Respondent's intimation that with the rescission of a contract necessarily and inexorably follows
the obliteration of liability for what the same contracts stipulates as liquidated damages is entirely
misplaced.
In Spouses Velarde:
Rescission creates the obligation to return the object of the contract. It can be carried out only
when the one who demands rescission can return whatever he may be obliged to restore. To rescind is to
declare a contract void at its inception and to put an end to it as though it never was. It is not merely to
terminate it and release the parties from further obligations to each other, but to abrogate it from the
beginning and restore the parties to their relative positions as if no contract has been made.
Contrary to respondent's assertion, mutual restitution under Article 1191 is, however, no license for
the negation of contractually stipulated liquidated damages.
Article 1191 itself clearly states that the options of rescission and specific performance come with
"with the payment of damages in either case." The very same breach or delay in performance that triggers
rescission is what makes damages due.
What respondent purports to be the ensuing nullification of liquidated damages is not a novel
question in jurisprudence. This matter has been settled, and respondent's position has been rebuked. In
Laperal:
Article 1191 states that "the injured party may choose between fulfillment and rescission of the
obligation, with the payment of damages in either case." In other words, while petitioners are indeed
obliged to return the said amount to respondent under Article 1385, assuming said figure is correct,
respondent is at the same time liable to petitioners in the same amount as liquidated damages by
virtue of the forfeiture/penalty clause as freely stipulated upon by the parties in the Addendum xxx
33. Lam v. Kodak Philippines, G.R. No. 167615, January 11, 2016;
J. Leonen: When rescission is sought under Article 1191 of the Civil Code, it need not be judicially invoked
because the power to resolve is implied in reciprocal obligations. Court intervention only becomes necessary
when the party who allegedly failed to comply with his or her obligation disputes the resolution of the
contract. Since both parties in this case have exercised their right to resolve under Article 1191, there is no
need for a judicial decree before the resolution produces effects.
Facts: On January 8, 1992, the Lam Spouses and Kodak Philippines, Ltd. entered into an agreement (Letter
Agreement) for the sale of three (3) units of the Kodak Minilab System 22XL (Minilab Equipment) in the
amount of P1,796,000.00 per unit, with the following terms:
This confirms our verbal agreement for Kodak Phils., Ltd. to provide Colorkwik
Laboratories, Inc. with three (3) units Kodak Minilab System 22XL . . . for your proposed
outlets in Rizal Avenue (Manila), Tagum (Davao del Norte), and your existing Multicolor
photo counter in Cotabato City under the following terms and conditions:
1. Said Minilab Equipment packages will avail a total of 19% multiple order discount
based on prevailing equipment price provided said equipment packages will be
purchased not later than June 30, 1992.
2. 19% Multiple Order Discount shall be applied in the form of merchandise and
delivered in advance immediately after signing of the contract.
* Also includes start-up packages worth P61,000.00.
3. NO DOWNPAYMENT.
4. Minilab Equipment Package shall be payable in 48 monthly installments at THIRTY
FIVE THOUSAND PESOS (P35,000.00) inclusive of 24% interest rate for the first 12
months; the balance shall be re-amortized for the remaining 36 months and the
prevailing interest shall be applied.
5. Prevailing price of Kodak Minilab System 22XL as of January 8, 1992 is at ONE
MILLION SEVEN HUNDRED NINETY SIX THOUSAND PESOS.
6. Price is subject to change without prior notice.
*Secured with PDCs; 1st monthly amortization due 45 days after installation[.]
On January 15, 1992, Kodak Philippines, Ltd. delivered one (1) unit of the Minilab Equipment in Tagum,
Davao Province. The delivered unit was installed by Noritsu representatives on March 9, 1992. The Lam Spouses
issued postdated checks amounting to P35,000.00 each for 12 months as payment for the first delivered unit,
with the first check due on March 31, 1992.
The Lam Spouses requested that Kodak Philippines, Ltd. not negotiate the check dated March 31,
1992 allegedly due to insufficiency of funds. The same request was made for the check due on April 30,
1992. However, both checks were negotiated by Kodak Philippines, Ltd. and were honored by the
depository bank. The 10 other checks were subsequently dishonored after the Lam Spouses ordered the
depository bank to stop payment.
Kodak Philippines, Ltd. canceled the sale and demanded that the Lam Spouses return the unit it
delivered together with its accessories. The Lam Spouses ignored the demand but also rescinded the
contract through the letter dated November 18, 1992 on account of Kodak Philippines, Ltd.'s failure to
deliver the two (2) remaining Minilab Equipment units. On November 25, 1992, Kodak Philippines, Ltd. filed
a Complaint for replevin and/or recovery of sum of money.
Issues:
1) Whether or not the contract between Spouses Lam and Kodak pertained to obligations that are
severable, divisible, and susceptible of partial performance? NO.
Held:
The intention of the parties to bind themselves to an indivisible obligation can be further discerned through
their direct acts in relation to the package deal. There was only one agreement covering all three (3) units of
the Minilab Equipment and their accessories. The Letter Agreement specified only one purpose for the buyer,
which was to obtain these units for three different outlets. If the intention of the parties were to have a divisible
contract, then separate agreements could have been made for each Minilab Equipment unit instead of
covering all three in one package deal. Furthermore, the 19% multiple order discount as contained in the Letter
Agreement was applied to all three acquired units. The "no downpayment" term contained in the Letter
Agreement was also applicable to all the Minilab Equipment units. Lastly, the fourth clause of the Letter
Agreement clearly referred to the object of the contract as "Minilab Equipment Package."
2) With both parties opting for rescission of the contract under Article 1191, the Court of Appeals
correctly ordered for restitution. The contract between the parties is one of sale, where one party obligates
himself or herself to transfer the ownership and deliver a determinate thing, while the other pays a certain
price in money or its equivalent. A contract of sale is perfected upon the meeting of minds as to the object
and the price, and the parties may reciprocally demand the performance of their respective obligations from
that point on.
The Court of Appeals correctly noted that respondent had rescinded the parties' Letter Agreement through the
letter dated October 14, 1992. It likewise noted petitioners' rescission through the letter dated November 18,
1992. This rescission from both parties is founded on Article 1191 of the New Civil Code:
The power to rescind obligations is implied in reciprocal ones, in case one of the
obligors should not comply with what is incumbent upon him.
The injured party may choose between the fulfilment and the rescission of the
obligation, with the payment of damages in either case. He may also seek rescission,
even after he has chosen fulfilment, if the latter should become impossible.
The court shall decree the rescission claimed, unless there be just cause
authorizing the fixing of a period.
Rescission under Article 1191 has the effect of mutual restitution. In Velarde v. Court of Appeals:
Rescission abrogates the contract from its inception and requires a mutual
restitution of benefits received.
xxx xxx xxx
Rescission creates the obligation to return the object of the contract. It can be carried
out only when the one who demands rescission can return whatever he may be
obliged to restore. To rescind is to declare a contract void at its inception and to put
an end to it as though it never was. It is not merely to terminate it and release the
parties from further obligations to each other, but to abrogate it from the beginning
and restore the parties to their relative positions as if no contract has been made.
(Emphasis supplied, citations omitted)
The Court of Appeals correctly ruled that both parties must be restored to their original situation as far as
practicable, as if the contract was never entered into. Petitioners must relinquish possession of the delivered
Minilab Equipment unit and accessories, while respondent must return the amount tendered by petitioners as
partial payment for the unit received. Further, respondent cannot claim that the two (2) monthly installments
should be offset against the amount awarded by the Court of Appeals to petitioners because the effect of
rescission under Article 1191 is to bring the parties back to their original positions before the contract was
entered into. Also in Velarde:
As discussed earlier, the breach committed by petitioners was the nonperformance of
a reciprocal obligation, not a violation of the terms and conditions of the mortgage
contract. Therefore, the automatic rescission and forfeiture of payment clauses
stipulated in the contract does not apply. Instead, Civil Code provisions shall govern
and regulate the resolution of this controversy.
Considering that the rescission of the contract is based on Article 1191 of the Civil Code,
mutual restitution is required to bring back the parties to their original situation prior to
the inception of the contract. (Emphasis supplied)
When rescission is sought under Article 1191 of the Civil Code, it need not be judicially invoked because the
power to resolve is implied in reciprocal obligations. The right to resolve allows an injured party to
minimize the damages he or she may suffer on account of the other party's failure to perform what is
incumbent upon him or her. When a party fails to comply with his or her obligation, the other party's right
to resolve the contract is triggered. The resolution immediately produces legal effects if the
non-performing party does not question the resolution. Court intervention only becomes necessary when
the party who allegedly failed to comply with his or her obligation disputes the resolution of the contract.
Since both parties in this case have exercised their right to resolve under Article 1191, there is no need for a
judicial decree before the resolution produces effects.
34. Gotesco Properties v. Spouses Fajardo, G.R. No. 201167, Feb. 27, 2013;
J. Perlas-Bernabe: Rescission does not merely terminate the contract and release the parties from further
obligations to each other, but abrogates the contract from its inception and restores the parties to their
original positions as if no contract has been made. Consequently, mutual restitution, which entails the return
of the benefits that each party may have received as a result of the contract, is thus required.
Facts: On January 24, 1995, respondent-spouses Eugenio and Angelina Fajardo (Sps. Fajardo) entered into a
Contract to Sell (contract) with petitioner-corporation Gotesco Properties, Inc. (GPI) for the purchase of a
100-square meter lot identified as Lot No. 13, Block No. 6, Phase No. IV of Evergreen Executive Village, a
subdivision project owned and developed by GPI located at Deparo Road, Novaliches, Caloocan City.
Under the contract, Sps. Fajardo undertook to pay the purchase price of P126,000.00 within a 10-year
period, including interest at the rate of nine percent (9%) per annum. GPI, on the other hand, agreed to execute
a final deed of sale (deed) in favor of Sps. Fajardo upon full payment of the stipulated consideration. However,
despite its full payment of the purchase price on January 17, 2000 and subsequent demands, GPI failed to
execute the deed and to deliver the title and physical possession of the subject lot. Thus, on May 3, 2006, Sps.
Fajardo filed before the Housing and Land Use Regulatory Board-Expanded National Capital Region Field
Office (HLURB-ENCRFO) a complaint for specific performance or rescission of contract with damages against
GPI and the members of its Board of Directors.
For their part, GPI maintained that at the time of the execution of the contract, Sps. Fajardo were
actually aware that GPI's certificate of title had no technical description inscribed on it. Nonetheless, the title to
the subject lot was free from any liens or encumbrances. GPI claimed that the failure to deliver the title to Sps.
Fajardo was beyond their control because while GPI's petition for inscription of technical description (LRC Case
No. 4211) was favorably granted by the Regional Trial Court of Caloocan City, Branch 131 (RTC-Caloocan), the
same was reversed by the CA; this caused the delay in the subdivision of the property into individual lots with
individual titles. Given the foregoing incidents, petitioners thus argued that Article 1191 of the Civil Code (Code)
— the provision on which Sps. Fajardo anchor their right of rescission — remained inapplicable since they were
actually willing to comply with their obligation but were only prevented from doing so due to circumstances
beyond their control.
HLURB-ENCRFO ruled in favor of Sps. Fajardo holding that GPI's obligation to execute the
corresponding deed and to deliver the transfer certificate of title and possession of the subject lot arose and
thus became due and demandable at the time Sps. Fajardo had fully paid the purchase price for the subject
lot. Consequently, GPI's failure to meet the said obligation constituted a substantial breach of the contract
which perforce warranted its rescission. In this regard, Sps. Fajardo were given the option to recover the
money they paid to GPI in the amount of P168,728.83, plus legal interest reckoned from date of extra-judicial
demand in September 2002 until fully paid.
Issue: Whether or not Sps. Fajardo have no right to rescind the contract considering that GPI's inability to
comply therewith was due to reasons beyond its control and thus, should not be held liable to refund the
payments they had received?
It is settled that in a contract to sell, the seller's obligation to deliver the corresponding certificates of title is
simultaneous and reciprocal to the buyer's full payment of the purchase price. In this relation, Section 25 of PD
957, which regulates the subject transaction, imposes on the subdivision owner or developer the obligation to
cause the transfer of the corresponding certificate of title to the buyer upon full payment, to wit:
Sec. 25. Issuance of Title. — The owner or developer shall deliver the title of the lot or unit
to the buyer upon full payment of the lot or unit. No fee, except those required for the
registration of the deed of sale in the Registry of Deeds, shall be collected for the issuance
of such title. In the event a mortgage over the lot or unit is outstanding at the time of the
issuance of the title to the buyer, the owner or developer shall redeem the mortgage or
the corresponding portion thereof within six months from such issuance in order that the
title over any fully paid lot or unit may be secured and delivered to the buyer in
accordance herewith. (Emphasis supplied.)
Neither did petitioners sufficiently explain why GPI took no positive action to cause the immediate filing of a
new petition for inscription within a reasonable time from notice of the July 15, 2003 CA Decision which
dismissed GPI's earlier petition based on technical defects, this notwithstanding Sps. Fajardo's full payment of
the purchase price and prior demand for delivery of title. GPI filed the petition before the RTC-Caloocan,
Branch 122 (docketed as LRC Case No. C-5026) only on November 23, 2006, f ollowing receipt of the letter
dated February 10, 2006 and the filing of the complaint on May 3, 2006, alternatively seeking refund of
payments. While the court a quo d
ecided the latter petition for inscription in its favor, there is no showing that
the same had attained finality or that the approved technical description had in fact been annotated on TCT
No. 244220, or even that the subdivision plan had already been approved.
This Court has consistently ruled that this provision applies to rescission under Article 1191:
[S]ince Article 1385 of the Civil Code expressly and clearly states that
"rescission creates the obligation to return the things which were the object of
the contract, together with their fruits, and the price with its interest," the Court
finds no justification to sustain petitioners' position that said Article 1385 does
not apply to rescission under Article 1191. . . . (Emphasis supplied; citations
omitted.)
In accordance with the Deed of Donation, the construction of a building for a hospital was
started in the following year but it was never complete with only its foundation remaining.
Upon inquiry, Socorro and Clemente was informed that the DPWH no longer had a plan and
budget to construct a hospital at the site. Almost 41 years after the execution of the Deed of
Donation, Socorro, as heir and successor-in-interest of Mayor Clemente, filed a Complaint for
Revocation of Donation, Reconveyance and Recovery of Possession alleging that the Republic
failed to comply with the condition imposed.
CA denied the appeal finding that while there may be basis for the recovery of the property,
Socorro, as an heir of a deceased co-donor, cannot assert the concept of heirship to
participate in the revocation of the property donated by her successor-in-interest.
ISSUE:
HELD:
To determine whether the action has prescribed, the time of non-compliance must first be
determined. This is because the failure to comply with the condition imposed will give rise to
the cause of action against the obligor-donee, which is also the starting point of when to
count the prescriptive period.
The nature of the donation made by the Clemente Siblings is a donation subject to a
condition -- the condition being the construction of a government hospital and the use of the
Subject Property solely for hospital purposes. Upon the non-fulfillment of the condition, the
donation may be revoked and all the rights already acquired by the done shall be deemed
lost and extinguished. This is a resolutory condition because it is demandable at once by the
done but the non-fulfillment of the condition gives the donor the right to revoke the donation.
However, it is imperative to determine the period within which the done has to comply with
the condition to construct a government hospital and use the site solely as a hospital site,
because it is only after such time that it can be determined with certainty that there was a
failure to comply with the condition. Without such determination, there is no way to
determine whether the done failed to comply with its obligation, and consequently, whether
the prescriptive period to file an action has started to run. Prescription cannot set in if the
period to comply with the obligation cannot be determined with certainty. In this case, the
Deed of Donation is bereft of any period within which the done should have complied with the
condition of constructing a government hospital. Thus, the action has not yet prescribed.
While ideally, a period to comply with the condition should have been fixed by the Court, we
find that this will be an exercise in futility because of the fact that it has been more than 50
years since the Deed of Donation has been executed; and thus, the reasonable time
contemplated by the parties within which to comply with the condition has already lapsed. In
Central Philippine University v. Court of Appeals, the court held that “there is no more need to
fix the duration of a term of the obligation when such procedure would be a mere technicality
and formality and would serve no purpose than to delay or lead to an unnecessary and
expensive multiplication of suits.” Based on the records, the government hospital was already
built in another barangay. If it becomes indubitable that the event, in this case the
construction of the hospital, will not take place, then the obligation of the donor to honor the
donation is extinguished. Moreover, the donor-obligee can seek rescission of the donation if
the done-obligor has manifested no intention to comply with the condition of the donation.
(Esguerra, Japhet)
OBLIGATION WITH A PERIOD
DOCTRINE:
A plain reading of the Contract of Reclamation reveals that the six (6)-year period provided for project completion, or, with like effect,
termination of the contract was a mere estimate and cannot be considered a period or a "day certain" in the context of the aforequoted
Art. 1193. To be clear, par. 15 of the Contract of Reclamation states: "The project is estimated to be completed in six (6) years." As such,
the lapse of six (6) years from the perfection of the contract did not, by itself, make the obligation to finish the reclamation project
demandable, such as to put the obligor in a state of actionable delay for its inability to finish.
FACTS:
April 26, 1989, the City of Mandaue and FF Cruz entered into a Contract of Reclamation in which F.F. Cruz, in consideration of a
defined land sharing formula thus stipulated, agreed to undertake, at its own expense, the reclamation of 180 hectares of foreshore and
submerged lands from the Cabahug Causeway in that city. The timetables:
Par. 2: Work on the reclamation shall commence not later than [July 1989], after this contract shall be ratified by the Sanggunian
Panlungsod
Par 15: The project is estimated to be completed in six (6) years: (3 years for the dredge-filling and seawall construction and 3 years for
the infrastructures completion). However, if all the infrastructures within the OWNERS’ share of the project are already completed
within the six (6) year period agreed upon, any extension of time for works to be done within the share of the DEVELOPERS, shall be at
the discretion of the DEVELOPERS.
On a best effort basis, the construction of roadways, drainage system and open spaces in the area designated as share of the City of
Mandaue, shall be completed not later than December 31, 1991.
Subsequently, a MOA was signed by the parties on Oct. 24, 1989, whereby the City of Mandaue allowed F.F. Cruz to put up structures
on a portion of a parcel of land owned by the city for the use of and to house F.F. Cruz personnel assigned at the project site, subject to
terms of MOA. under the MOA:
“The parties have agreed that upon the completion of the Mandaue City Reclamation Project, all improvements introduced by [F.F. Cruz]
to the portion of the parcel of land owned by the [City of Mandaue] as described under paragraph 3 hereof existing upon the completion
of the said Mandaue City Reclamation Project shall ipso facto belong to the [City of Mandaue] in ownership as compensation for the use
of said parcel of land by [F.F. Cruz] without any rental whatsoever.”
Later, the City of Mandaue undertook the Metro Cebu Development Project II (MCDP II), part of which required the widening of the
Plaridel Extension Mandaue Causeway. However, the structures and facilities built by F.F. Cruz stood in the direct path of the road
widening project. Thus, the DPWH and Samuel B. Darza, MCDP II project director, entered into an Agreement to Demolish, Remove
and Reconstruct Improvement dated July 23, 1997 with F.F. Cruz whereby the latter would demolish the improvements outside of the
boundary of the road widening project and, in return, receive the total amount of PhP 1,084,836.42 in compensation.
Petitioner Rances-Solante then issued Disbursement Voucher dated July 24, 1997 for PhP 1,084,836.42 in favor of F.F. Cruz. In the
voucher, Solante certified that the expense covered by it was "necessary, lawful and incurred under my direct supervision."
Darza addressed a letter-complaint to the Office of the Ombudsman, Visayas, inviting attention to several irregularities regarding the
implementation of MCDP II.
The audit team issued Special Audit Office (SAO) Report No. 2000-28, par. 5 of which states:
“F.F. Cruz and Company, Inc. was paid ₱1,084,836.42 for the cost of the property affected by the widening of Plaridel Extension,
Mandaue Causeway. However, under Section 5 of its MOA with Mandaue City, the former was no longer the lawful owner of the
properties at the time the payment was made.”
February 15, 2008 Decision, the COA ruled that: the project was not completed in 1995 and even in 1997 when MDCP paid for these
improvements. The fact that the reclamation project had not yet been completed or turned over to the City of Mandaue by F.F. Cruz in
1997 or two years after it should have been completed, does not negate the right over such improvements by the City.
Solante filed a Motion for Reconsideration dated June 28, 2010, but this motion was denied by the COA in 2012.
On February 15, 2013, Solante received a Notice of Finality of Decision (NFD) stating that the COA 2008 and 2012 Decision have
become final and executory.
ISSUE: Who between the City of Mandaue and F.F. Cruz owned during the period material the properties that were demolished.
RULING:
FF Cruz. A plain reading of the Contract of Reclamation reveals that the six (6)-year period provided for project completion, or, with like
effect, termination of the contract was a mere estimate and cannot be considered a period or a "day certain" in the context of the
aforequoted Art. 1193. To be clear, par. 15 of the Contract of Reclamation states: "[T]he project is estimated to be completed in six (6)
years." As such, the lapse of six (6) years from the perfection of the contract did not, by itself, make the obligation to finish the
reclamation project demandable, such as to put the obligor in a state of actionable delay for its inability to finish.
Moreover, even if we consider the allotted six (6) years within which F.F. Cruz was supposed to complete the reclamation project, the
lapse thereof does not automatically mean that F.F. Cruz was in delay. As may be noted, the City of Mandaue never made a demand for
the fulfillment of its obligation under the Contract of Reclamation. Article 1169 of the Civil Code on the interaction of demand and delay
and the exceptions to the requirement of demand.
In reciprocal obligations, neither party incurs in delay if the other does not comply or is not ready to comply in a proper manner with
what is incumbent upon him. From the moment one of the parties fulfills his obligation, delay by the other begins.
In this jurisdiction, the following requisites must be present in order that the debtor may be in default: (1) that the obligation be
demandable and already liquidated;(2) that the debtor delays performance; and (3) that the creditor requires the performance judicially or
extrajudicially. (emphasis supplied)
In the instant case, the records are bereft of any document whence to deduce that the City of Mandaue exacted from F.F. Cruz the
fulfillment of its obligation under the reclamation contract. And to be sure, not one of the exceptions to the requisite demand under Art.
1169 is established, let alone asserted.
On the contrary, the then city mayor of Mandaue, no less, absolved F.F. Cruz from incurring under the premises in delay in his affidavit
dated July 9, 2004.
As it were, the Mandaue-F.F.Cruz MOA states that the structures built by F .F. Cruz on the property of the city will belong to the latter
only upon the completion of the project. Clearly, the completion of the project is a suspensive condition that has yet to be fulfilled. Until
the condition arises, ownership of the structures properly pertains to F .F. Cruz. What the MOA does provide is that ownership of the
structures shall vest upon, or ipso facto belong to, the City of Mandaue when the Contract of Reclamation shall have been completed.
CENTRAL PHILIPPINE UNIVERSITY vs CA, G.R. NO. 112127, JULY 17, 1995
DOCTRINE:
More than a reasonable period of fifty (50) years has already been allowed petitioner to avail of the opportunity to comply with the
condition even if it be burdensome, to make the donation in its favor forever valid. But, unfortunately, it failed to do so. Hence, there is
no more need to fix the duration of a term of the obligation when such procedure would be a mere technicality and formality and would
serve no purpose than to delay or lead to an unnecessary and expensive multiplication of suits. In the absence of any just cause for the
court to determine the period of the compliance, there is no more obstacle for the court to decree the rescission claimed.
FACTS:
In 1939, the late Don Ramon Lopez, Sr., a member of the Board of Trustees of the Central Philippine College (now Central Philippine
University [CPU]), executed a deed of donation in favor of the latter of a parcel of land, for which TCT was issued in the name of the
donee CPU with the following annotations copied from the deed of donation: 1) shall be utilized by the CPU exclusively for the
establishment and use of a medical college; 2) shall not sell, transfer or convey to any third party nor in any way encumber said land; 3)
said land shall be called "RAMON LOPEZ CAMPUS", and the said college shall be under obligation to erect a cornerstone bearing that
name. Any net income shall be put in a fund to be known as the "RAMON LOPEZ CAMPUS FUND" to be used for improvements of
said campus and erection of a building.
On 31 May 1989, private respondents, who are the heirs of Don Ramon Lopez, Sr., filed an action for annulment of donation,
reconveyance and damages against CPU alleging that since 1939 up to the time the action was filed the latter had not complied with the
conditions of the donation.
Private respondents also argued that petitioner had in fact negotiated with the National Housing Authority (NHA) to exchange the
donated property with another land owned by the latter.
In its answer petitioner alleged that the right of private respondents to file the action had prescribed; that it did not violate any of the
conditions in the deed of donation because it never used the donated property for any other purpose than that for which it was intended;
and, that it did not sell, transfer or convey it to any third party.
1991, the trial court held that the petitioner failed to comply with the conditions of the donation and declared it null and void and directed
petitioner to execute a deed of the reconveyance of the property in favor of the private respondents.
Petitioner appealed to the Court of Appeals which ruled that the annotations at the back of petitioner's certificate of title were resolutory
conditions breach of which should terminate the rights of the donee thus making the donation revocable.
The appellate court also found that while the first condition mandated petitioner to utilize the donated property for the establishment of a
medical school, the donor did not fix a period within which the condition must be fulfilled, hence, until a period was fixed for the
fulfillment of the condition, petitioner could not be considered as having failed to comply with its part of the bargain.
ISSUE: Whether the CA erred in remanding the case to the trial court for the fixing of the period within which petitioner would
establish a medical college.
RULING:
The period of time for the establishment of a medical college and the necessary buildings and improvements on the property cannot be
quantified in a specific number of years because of the presence of several factors and circumstances involved in the erection of an
educational institution, such as government laws and regulations pertaining to education, building requirements and property restrictions
which are beyond the control of the donee.
Thus, when the obligation does not fix a period but from its nature and circumstances it can be inferred that a period was intended, the
general rule provided in Art. 1197 of the Civil Code applies, which provides that the courts may fix the duration thereof because the
fulfillment of the obligation itself cannot be demanded until after the court has fixed the period for compliance therewith and such period
has arrived.
This general rule however cannot be applied considering the different set of circumstances existing in the instant case. More than a
reasonable period of fifty (50) years has already been allowed petitioner to avail of the opportunity to comply with the condition even if it
be burdensome, to make the donation in its favor forever valid. But, unfortunately, it failed to do so. Hence, there is no more need to fix
the duration of a term of the obligation when such procedure would be a mere technicality and formality and would serve no purpose
than to delay or lead to an unnecessary and expensive multiplication of suits.
Moreover, under Art. 1191 of the Civil Code, when one of the obligors cannot comply with what is incumbent upon him, the obligee may
seek rescission and the court shall decree the same unless there is just cause authorizing the fixing of a period. In the absence of any just
cause for the court to determine the period of the compliance, there is no more obstacle for the court to decree the rescission claimed.
DOCTRINE:
What characterizes a conditional obligation is the fact that its efficacy or obligatory force (as distinguished from its demandability) is
subordinated to the happening of a future and uncertain event; so that if the suspensive condition does not take place, the parties would
stand as if the conditional obligation had never existed. The parties to the contract Exhibit "A" did not intend any such state of things to
prevail. There is no uncertainty that the payment will have to be made sooner or later; what is undetermined is merely the exact date at
which it will be made. By the very terms of the contract, therefore, the existence of the obligation to pay is recognized; only its maturity
or demandability is deferred.
FACTS:
Defendant-appellant Isabelo Fonacier was the owner and/or holder of 11 iron lode mineral claims, known as the Dawahan Group.
By a "Deed of Assignment" dated September 29, 1952 (Exhibit "3"), Fonacier constituted and appointed plaintiff-appellee Gaite as his
true and lawful attorney-in-fact to enter into a contract with any individual or juridical person for the exploration and development of the
mining claims aforementioned on a royalty basis that might be extracted therefrom.
On March 19, 1954, Gaite in turn executed a general assignment conveying the development and exploitation of said mining claims unto
the Larap Iron Mines a single proprietorship owned solely by and belonging to him, on the same royalty basis.
Thereafter Gaite embarked upon the development and exploitation of the mining claims in question, opening and paving roads within and
outside their boundaries, making other improvements and installing facilities therein for use in the development of the mines, and in time
extracted therefrom what he claimed and estimated to be approximately 24,000 metric tons of iron ore.
Fonacier decided to revoke the authority granted by him to Gaite to exploit and develop the mining claims in question, and Gaite
assented thereto subject to certain conditions. As a result, a document entitled "Revocation of Power of Attorney and Contract" was
executed, wherein Gaite transferred to Fonacier all his rights and interests on all the roads, improvements, and facilities in or outside said
claims, the right to use the business name "Larap Iron Mines" and its goodwill, and all the records and documents relative to the mines.
In the same document, Gaite transferred to Fonacier all his rights and interests over the "24,000 tons of iron ore, more or less" that the
former had already extracted from the mineral claims, in consideration of the sum of P75,000, P10,000, of which was paid upon the
signing of the agreement.
To secure the payment of the said balance of P65,000.00, Fonacier promised to execute in favor of Gaite a surety bond, and pursuant to
the promise, Fonacier delivered to Gaite a surety bond. Gaite testified, however, that when this bond was presented to him by Fonacier
together with the "Revocation of Power of Attorney and Contract", Exhibit "A", on December 8, 1954, he refused to sign said Exhibit
"A" unless another bond under written by a bonding company was put up by defendants to secure the payment of the P65,000.00 balance
of their price of the iron ore in the stockpiles in the mining claims.
Hence, a second bond, also dated December 8, 1954 (Exhibit "B"),was executed by the same parties to the first bond Exhibit "A-1", with
the Far Eastern Surety and Insurance Co. as additional surety, but it provided that the liability of the surety company would attach only
when there had been an actual sale of iron ore by the Larap Mines & Smelting Co. for an amount of not less then P65,000.00, and that,
furthermore, the liability of said surety company would automatically expire on December 8, 1955. Both bonds were attached to the
"Revocation of Power of Attorney and Contract", Exhibit "A", and made integral parts thereof.
On the same day that Fonacier revoked the power of attorney he gave to Gaite and Fonacier entered into a "Contract of Mining
Operation", ceding, transferring, and conveying unto the Larap Mines and Smelting Co., Inc. the right to develop, exploit, and explore
the mining claims in question, together with the improvements therein and the use of the name "Larap Iron Mines" and its good will, in
consideration of certain royalties.
Fonacier likewise transferred, in the same document, the complete title to the approximately 24,000 tons of iron ore which he acquired
from Gaite, to the Larap & Smelting Co., in consideration for the signing by the company and its stockholders of the surety bonds
delivered by Fonacier to Gaite.
Up to December 8, 1955, when the bond Exhibit "B" expired with respect to the Far Eastern Surety and Insurance Company, no sale of
the approximately 24,000 tons of iron ore had been made by the Larap Mines & Smelting Co., Inc., nor had the P65,000.00 balance of
the price of said ore been paid to Gaite by Fonacier and his sureties payment of said amount, on the theory that they had lost right to
make use of the period given them when their bond, Exhibit "B" automatically expired (Exhibits "C" to "C-24"). And when Fonacier and
his sureties failed to pay as demanded by Gaite, the latter filed the present complaint against them in the Court of First Instance of Manila
(Civil Case No. 29310) for the payment of the P65,000.00 balance of the price of the ore.
ISSUE: Whether or not the obligation of Fonacier and his sureties to pay Gaite P65,000.00 become due and demandable when the
defendants failed to renew the surety bond underwritten by the Far Eastern Surety and Insurance Co., Inc. (Exhibit "B"), which expired
on December 8, 1955
RULING: Yes. We find the court below to be legally correct in holding that the shipment or local sale of the iron ore is not a condition
precedent (or suspensive) to the payment of the balance of P65,000.00, but was only a suspensive period or term. What characterizes a
conditional obligation is the fact that its efficacy or obligatory force (as distinguished from its demandability) is subordinated to the
happening of a future and uncertain event; so that if the suspensive condition does not take place, the parties would stand as if the
conditional obligation had never existed. The parties to the contract Exhibit "A" did not intend any such state of things to prevail.
The words of the contract express no contingency in the buyer's obligation to pay: "The balance of Sixty-Five Thousand Pesos
(P65,000.00) will be paid out of the first letter of credit covering the first shipment of iron ores . . ." etc. There is no uncertainty that the
payment will have to be made sooner or later; what is undetermined is merely the exact date at which it will be made. By the very terms
of the contract, therefore, the existence of the obligation to pay is recognized; only its maturity or demandability is deferred.
The appellants have forfeited the right to compel Gaite to wait for the sale of the ore before receiving payment of the balance of
P65,000.00, because of their failure to renew the bond of the Far Eastern Surety Company or else replace it with an equivalent guarantee.
The expiration of the bonding company's undertaking on December 8, 1955 substantially reduced the security of the vendor's rights as
creditor for the unpaid P65,000.00, a security that Gaite considered essential and upon which he had insisted when he executed the deed
of sale of the ore to Fonacier (Exhibit "A"). The case squarely comes under paragraphs 2 and 3 of Article 1198 of the Civil Code of the
Philippines:
"ART. 1198. The debtor shall lose every right to make use of the period:
(2) When he does not furnish to the creditor the guaranties or securities which he has promised.
(3) When by his own acts he has impaired said guaranties or securities after their establishment, and when through fortuitous event they
disappear, unless he immediately gives new ones equally satisfactory.
Appellants' failure to renew or extend the surety company's bond upon its expiration plainly impaired the securities given to the creditor
(appellee Gaite), unless immediately renewed or replaced.
Gaite acted within his rights in demanding payment and instituting this action one year from and after the contract (Exhibit "A") was
executed, either because the appellant debtors had impaired the securities originally given and thereby forfeited any further time within
which to pay; or because the term of payment was originally of no more than one year, and the balance of P65,000.00 became due and
payable thereafter.
DOCTRINE:
The two promissory notes are governed by article 1128 (now Art. 1197) of the Civil Code because under the terms thereof the plaintiff
intended to grant the defendant a period within which to pay his debts. As the promissory notes do not fix this period, it is for the court to
fix the same.
FACTS:
This action was instituted by the plaintiff to recover from the defendant the amount of two promissory notes worded as follows:
"I promise to pay Mr. Benito Gonzalez the sum of four hundred three pesos and fifty-five centavos (P403.55) as soon as possible.
Manila, June 22, 1922.” (The balance is 174.65)
"I promise to pay Mr. Benito Gonzales the sum of the three hundred and seventy-three pesos and thirty centavos (P373.30) as soon as
possible. 13th day of September, 1922.”
Defendant appealed from the decision of the CFI of Manila ordering him to pay the plaintiff the sum of P547.95 within thirty days from
the date of notification of said decision, plus the costs.
Defendant interposed the special defenses that the complaint is uncertain inasmuch as it does not specify when the indebtedness was
incurred or when it was demandable, and that, granting that the plaintiff has any cause of action, the same has prescribed in accordance
with law.
Resolving the defense of prescription, the trial court held that the action for recovery of the amount of the two promissory notes has not
been prescribed in accordance with article 1128 (now Art. 1197) of the Civil Code.
ISSUE:
Whether the two promissory notes are governed by Article 1128 (now Art. 1197);
Whether action for recovery of the amount of the two promissory notes has prescribed
RULING:
1. Yes. We hold that the promissory notes are governed by article 1128 because under the terms thereof the plaintiff intended to grant the
defendant a period within which to pay his debts. As the promissory notes do not fix this period, it is for the court to fix the same.
2. The action to ask the court to fix the period has already been prescribed in accordance with section 43 (1) of the Code of Civil
Procedure. This period of prescription is ten years, which has already elapsed from the execution of the promissory notes until the filing
of the action on June 1, 1934. The action which should be brought in accordance with article 1128 is different from the action for the
recovery of the amount of the notes, although the effects of both are the same, being, like the civil actions, subject to the rules of
prescription.
The action brought by the plaintiff having already been prescribed, the appealed decision should be reversed and the defendant absolved
from the complaint, without special pronouncement as to the costs in both instances.
PHILIPPINES NATIONAL BANK VS LOPEZ VITO, G.R. NO. 28884, SEPT 8, 1928
DOCTRINE:
The effect of the period agreed upon by the parties is to suspend the demandability of the obligation, in accordance with Article 1125
(now Art. 1193) of the Civil Code, which provides that obligations for the performance of which a day certain has been fixed shall be
demandable only when that day arrives. But the defendants' right to avail themselves of the periods was by will of the contracting parties
themselves made subject to the resolutory condition. Said condition has resolutory effects, since its fulfillment resolves the period and
leaves the creditor at liberty to demand the performance of the debtors' obligations and to proceed to the foreclosure of the mortgage. The
non-fulfillment of the conditions of the contract renders the period ineffective, and makes the obligation demandable at the will of the
creditor.
FACTS:
This action was brought for the recovery of a mortgage credit.
By the terms of the mortgage contract the defendant spouses bound themselves to pay plaintiff P24,000 plus interest thereon at 8 per cent
per annum, in ten annual installments of P3,602.64 each, payable on or before July 18th of each year from the date of said contract.
The defendant spouses failed to pay the sums corresponding to the six yearly installments and interest thereon (from July 1920 to July
1926), and on May 31, 1927 the plaintiff instituted this action demanding of the defendants the payment of the installments due and
unpaid, as well as of those corresponding to the years 1927 and 1928. Defendants answered with general denial and failed to appear in
court.
The trial court rendered judgment ordering the defendants to pay the plaintiff the sum of P13,404.18, with interest at 8 per cent per
annum from July, 1920, compounded semiannually, and the costs.
In due time and form, the plaintiff excepted to that part of the judgment reserving to the Philippine National Bank the proper action on
the last annual installment of P2,844.88 and the interest thereon.
It is contended that the trial court committed an error in holding that the eighth annual installment of P2,844.88 is not yet demandable.
The mortgage contract contains a stipulation that neglect, fail, or refuse of mortgagors to comply with all or of the stipulations and
conditions, the mortgage shall have the right to declare such stipulations and conditions violated and to proceed to the foreclosure of the
mortgage.
ISSUE: Whether the eighth annual installment of P2,844.88 is not yet demandable
RULING: According to article 1255 (now Art. 1306) of the Civil Code the contracting parties may establish any agreements, terms and
conditions they deem proper, provided they are not contrary to law, morals, or public order; and the agreement here copied is perfectly
valid, since it is not contrary to law, good morals or public order, the restrictions that the law imposes upon the contracting parties.
It is undeniable that the effect of the period agreed upon by the parties is to suspend the demandability of the obligation, in accordance
with article 1125 (now Art. 1193) of the Civil Code, which provides that obligations for the performance of which a day certain has been
fixed shall be demandable only when that day arrives. But the defendants' right to avail themselves of the periods was by will of the
contracting parties themselves made subject to the resolutory condition.
We are of the opinion that the non-fulfillment of the conditions of the contract renders the period ineffective, and makes the obligation
demandable at the will of the creditor.
It is true that the conditions contained in paragraph 5 of the said mortgage contract are not quite explicit with respect to the maturity of
the installments following that or those due and unpaid. But we take it that when the parties agreed that should the mortgagor fail to
fulfill any of the conditions of the contract, such as the one to pay any of the installments, the mortgagee may declare such stipulations
and conditions violated, and proceed to the foreclosure of the mortgage in accordance with law, the intention of said parties was to
authorize the creditor in such a case to declare all the conditions of the contract violated, that is, to declare all the remaining
installments due. And so it must be, because the creditor is not bound to declare the unpaid installment due, for they became due by the
failure to pay.
Wherefore, the judgment appealed from must be as it is hereby, modified, and it is declared that, as the mortgage installments in question
have matured may collect by the failure of the mortgagor to pay, the mortgagee may collect the whole debt, with interest thereon,
including the P2,844.88 and the interest upon the last annual installment, and to proceed to the foreclosure of the mortgage in accordance
with law, without prejudice to the mortgaged lands, in favor of the North Negros Sugar Co., Inc.
Section 3. Alternative Obligations.
(Barrozo, Joanna)
46. Agoncillo v. Javier, G.R. No. L-12611, Aug. 7, 1918;
Plaintiff-appellees : FELIPE AGONCILLO, and his wife, MARCELA MARIÑO
Defendants-appellants: CRISANTO JAVIER, administrator of the estate of the late Anastasio Alano.
FLORENCIO ALANO and JOSE ALANO,.
Doctrine: The agreement to convey the house and lot at an appraised valuation in the event of
failure to pay the debt in money at its maturity is perfectly valid. It is simply an undertaking that if
the debt is not paid in money, it will be paid in another way. The obligations assumed by the
debtors were alternative, and they had the right to elect which they would perform.
Facts:
On February, 1904, Anastasio Alano, Jose Alano, and Florencio Alano (defendants) executed in
favor of the plaintiff, Da. Marcela Mariño, a document of the following tenor:
1. We will pay to Da. Marcela Mariño within one year from this date together with interest
thereon at the rate of 12% per annum, the sum of P2,730.50, this being the present amount of
indebtedness incurred in favor of that lady, by our testator, the Rev. Anastasio C. Cruz;
2. To secure the payment of this debt we mortgage to the said Da. Marcela Mariño the house
and lot bequeathed to us by the deceased;
3. In case of insolvency on our part, we cede by virtue of these presents the said house and
lot to Da. Marcela Mariño, transferring to her all our rights to the ownership and
possession of the lot; and if the said property upon appraisal at the time of the maturity of
this obligation should not be of sufficient value to cover the total amount of this
indebtedness, I, Anastasio Alano, also mortgage to the said lady my four parcels of land
situated in the barrio of San Isidro, to secure the balance, if any.
In 1912, Anastasio Alano died intestate
On March 17, 1916, the plaintiffs filed this complaint against Javier, as administrator of the estate of
Anastasio Alano and against Florencio Alano and Jose Alano personally.
It is averred that defendants have paid no part of the indebtedness therein acknowledged, with
the exception of the P200 paid on account. It is further averred that the debtors promised in
writing that they would pay the debt but that they had failed to do so.
The prayer of the complaint is that, unless defendants pay the debt for the recovery of which the
action was brought, they be required to convey to plaintiffs the house and lot described in
paragraph two of the said document; that this property be appraised; and that if its value is
found to be less than the amount of the debt, with the accrued interest at the stipulated rate,
judgment be rendered in favor of the plaintiffs for the balance.
The defendants answered denying generally the facts alleged in the complaint, and setting up, as
special defenses that (1) the document upon which plaintiff relies does not constitute a valid
mortgage; and (2) that as to all of the defendants, the action is barred by the general statute of
limitations.
The court rule in favor of the plaintiffs, and from that judgment the defendants have appealed to
his court.
Issues:
(1) Whether the agreement to convey the house and lot in the event of failure to pay the debt in
money is valid.
(2) Whether the obligation has prescribed.
Ruling:
(1)Yes.
The principal undertaking evidenced by the document is, obviously, the payment of money. The
attempt to create a mortgage upon the house and lot described in the second clause of the
contract is, of course, invalid, as it is admitted that the so-called mortgage was never recorded.
The agreement to convey the house and lot at an appraised valuation in the event of failure to
pay the debt in money a t its maturity is, however, in our opinion, perfectly valid. It is simply an
undertaking that if the debt is not paid in money, it will be paid in another way. As we read the
contract, the agreement is not open to the objection that the stipulation is a pacto comisorio. It is
not an attempt to permit the creditor to declare a forfeiture of the security upon the failure of the
debtor to pay the debt at maturity. It is simply provided that if the debt is not paid in money it
shall be paid in another specific was by the transfer of property at a valuation. Of course, such an
agreement, unrecorded, creates no right in rem; but as between the parties it is perfectly valid,
and specific performance of its terms may be enforced, unless prevented by the creation of
superior rights in favor of third persons.
The contract now under consideration is not susceptible of the interpretation that the title to the
house and lot in question was to be transferred to the creditor ipso facto upon the mere failure of
the debtors to pay the debt at its maturity. The obligations assumed by the debtors were
alternative, and they had the right to elect which they would perform (Civil Code, art. 1132). The
conduct of the parties (Civil Code, art. 1782) shows that it was not their understanding that the
right to discharge the obligation by the payment of money was lost to the debtors by their failure
to pay the debt at its maturity. The plaintiff accepted a partial payment from Anastasio Alano in
1908, several years after the debt matured. The prayer of the complaint is that the defendants be
required to execute a conveyance of the house and lot, after its appraisal, "unless the defendants
pay the plaintiff the debt which is the subject of this action."
(2) Yes.
It is quite clear, therefore, that under the terms of the contract, as we read it, and as the parties
themselves have interpreted it, the liability of the defendants as to the conveyance of the house
and lot is subsidiary and conditional, being dependent upon their failure to pay the debt in
money. It must follow, therefore, that if the action to recover the debt has prescribed, the action
to compel a conveyance of the house and lot is likewise barred, as the agreement to make such
conveyance was not an independent principal undertaking, but merely a subsidiary
alternative pact relating to the method by which the debt might be paid.
While it appears that some verbal and written demands for payment were made upon these
defendants, it has been recently decided, upon mature consideration, that an extrajudicial
demand is not sufficient, under the law as it now stands, to stop the running of the statute. There
must be either (1) a partial payment, (2) a written acknowledgment or (3) a written promise to
pay the debt. It is not contended that there has been any written acknowledgment or promise on
the part of the defendants Jose and Florencio Alano, or either of them — plaintiff relies solely upon
the payment made in 1908 by Anastasio Alano.
Plaintiff argues that the undertaking to convey the house and lot constitutes an uindivisible
obligation, and that even where the promise is not in solidum, the concurrence of two or more
debtors in an obligation whose performance is indivisible creates such a relation between them
that the interruption of prescription as to one of necessity interrupts it as to all. The distinction is
one which is well established, although the authorities cited do not fully support plaintiffs'
contentions, but in this particular case the question is academic, for the undertaking is in the
alternative to pay a sum of money — an essentially divisible obligation — or to convey the house.
As the alternative indivisible obligation is imposed only in the event that the debtors fail to pay the
money, it is subject to a suspensive condition, and the prescription of the obligation whose
non-performance constitutes the condition effectively prevents the condition from taking place.
47. Arco Pulp v. Lim, G.R. No. 206806, Jun. 25, 2014
Petitioners: ARCO PULP AND PAPER CO., INC. and CANDIDA A. SANTOS
Respondent: DAN T. LIM, doing business under the name and style of QUALITY PAPERS & PLASTIC
PRODUCTS ENTERPRISES
Doctrine: In an alternative obligation, there is more than one object, and the fulfillment of one is
sufficient, determined by the choice of the debtor who generally has the right of election. The right
of election is extinguished when the party who may exercise that option categorically and
unequivocally makes his or her choice known.
An agreement giving the debtor an option to either (1) pay the price or (2) deliver the finished
products of equivalent value to the creditor is an alternative obligation.
Facts:
Dan T. Lim works in the business of supplying scrap papers, cartons, and other raw materials,
under the name Quality Paper and Plastic Products, Enterprises, to factories engaged in the paper
mill business.
From February 2007 to March 2007, he delivered scrap papers worth PhP7,220,968.31 to Arco Pulp
and Paper Company, Inc. (Arco Pulp and Paper).
The parties allegedly agreed that Arco Pulp and Paper would either pay Dan T. Lim the value of
the raw materials or deliver to him their finished products of equivalent value.
Dan T. Lim alleged that when he delivered the raw materials, Arco Pulp and Paper issued a
post-dated check dated April 18, 2007 in the amount of PhP1,487,766.68 as partial payment, with
the assurance that the check would not bounce. 8pWhen he deposited the check on April 18, 2007,
it was dishonored for being drawn against a closed account.
On the same day, Arco Pulp and Paper and a certain Eric Sy executed a memorandum of
agreement where Arco Pulp and Paper bound themselves to deliver their finished products to
Megapack Container Corporation, owned by Eric Sy, for his account. According to the
memorandum, the raw materials would be supplied by Dan T. Lim, through his company, Quality
Paper and Plastic Products
Dan T. Lim sent a letter to Arco Pulp and Paper demanding payment of the amount of
PhP7,220,968.31, but no payment was made to him. Dan T. Lim filed a complaint for collection of
sum of money with prayer for attachment with the RTC.
The RTC rendered a judgment in favor of Arco Pulp and Paper and dismissed the complaint,
holding that when Arco Pulp and Paper and Eric Sy entered into the memorandum of agreement,
novation took place, which extinguished Arco Pulp and Paper's obligation to Dan T. Lim
The CA rendered a decision reversing and setting aside the judgment. The appellate court ruled
that the facts and circumstances in this case clearly showed the existence of an alternative
obligation. It also ruled that Dan T. Lim was entitled to damages and attorney's fees due to the
bad faith exhibited by Arco Pulp and Paper in not honoring its undertaking.
Issue: Whether the obligation between the parties was extinguished by novation.
Ruling: No.
The obligation between the parties was an alternative obligation
In an alternative obligation, there is more than one object, and the fulfillment of one is sufficient,
determined by the choice of the debtor who generally has the right of election. The right of
election is extinguished when the party who may exercise that option categorically and
unequivocally makes his or her choice known
By agreement, petitioner Arco Pulp and Paper, as the debtor, had the option to either (1) pay the
price or (2) deliver the finished products of equivalent value to respondent.
The appellate court, therefore, correctly identified the obligation between the parties as an
alternative obligation, whereby petitioner Arco Pulp and Paper, after receiving the raw materials
from respondent, would either pay him the price of the raw materials or, in the alternative, deliver
to him the finished products of equivalent value.
When petitioner Arco Pulp and Paper tendered a check to respondent in partial payment for the
scrap papers, they exercised their option to pay the price. Respondent's receipt of the check and
his subsequent act of depositing it constituted his notice of petitioner Arco Pulp and Paper's
option to pay.
This choice was also shown by the terms of the memorandum of agreement, which was executed
on the same day. The memorandum declared in clear terms that the delivery of petitioner Arco
Pulp and Paper's finished products would be to a third person, thereby extinguishing the option to
deliver the finished products of equivalent value to respondent.
The memorandum of agreement did not constitute a novation of the original contract
When petitioner Arco Pulp and Paper opted instead to deliver the finished products to a third
person, it did not novate the original obligation between the parties.
There is nothing in the memorandum of agreement that states that with its execution, the
obligation of petitioner Arco Pulp and Paper to respondent would be extinguished. It also does not
state that Eric Sy somehow substituted petitioner Arco Pulp and Paper as respondent's debtor. It
merely shows that petitioner Arco Pulp and Paper opted to deliver the finished products to a third
person instead.
Since there was no novation, petitioner Arco Pulp and Paper's obligation to respondent remains
valid and existing. Petitioner Arco Pulp and Paper, therefore, must still pay respondent the full
amount of PhP7,220,968.31.
Section 4. Joint and Solidary Obligations.
48. AFP Retirement and Separation Benefits System v. Sanvictores, G.R. No. 207586, Aug. 17, 2016;
Petitioner: AFP RETIREMENT AND SEPARATION BENEFITS SYSTEM (AFPRSBS)
Respondent: EDUARDO SANVICTORES
Doctrine: A liability is solidary only when: 1] the obligation expressly so states; or 2] the law or
nature requires solidarity.
Facts:
● Prime East Properties, Inc. (PEPI) offered to Eduardo Sanvictores (Sanvictores) for sale on
installment basis a parcel of land.
● Sanvictores paid the required down payment.
● Subsequently, a Contract to Sell was executed by and between PEPI and AFPRSBS, as the
seller, and Sanvictores, as the buyer.
● Sanvictores paid in full the purchase price of the subject property.
● Despite the full payment, PEPI and AFPRSBS failed to execute the corresponding deed of
absolute sale on the subject property and deliver the corresponding title thereto.
● Sanvictores demanded from PEPI the execution of the deed of sale and the delivery of the
TCT.
● PEPI claimed that the title of the subject property was still with the Philippine National Bank
(PNB) and could not be released due to the economic crisis.
● Sanvictores filed a complaint for rescission of the contract to sell, refund of payment,
damages, and attorney's fees against PEPI and AFPRSBS before the HLURB.
● The HLURB, Office of the President, and the CA ruled in favor of Sanvictores. Hence, this
petition for review on certiorari.
● AFPRSBS argues that it was not the owner/developer of the Village East Executive Homes
subdivision, but PEPI; that it was not the seller of the subject property, but PEPI; that although
it appeared in the contract to sell that AFPRSBS was a co-seller of the subject lot, it was not
signed by any of its authorized representative; that because it was not a party in the said
contract, it could not be affected, favored or prejudiced thereby.
Issue: Whether AFPRSBS can be held solidarily liable with PEPI
Ruling:
Yes. In Spouses Berot v. Siapno , the Court defined solidary obligation as one in which each
of the debtors is liable for the entire obligation, and each of the creditors is entitled to
demand the satisfaction of the whole obligation from any or all of the debtors. On the other
hand, a joint obligation is one in which each debtor is liable only for a proportionate part of
the debt, and the creditor is entitled to demand only a proportionate part of the credit from
each debtor. The well-entrenched rule is that solidary obligations cannot be inferred lightly.
They must be positively and clearly expressed. A liability is solidary "only when the obligation
expressly so states, when the obligation so requires."
Article 1207 does not presume solidary liability unless: 1] the obligation expressly so
states; or 2] the law or nature requires solidarity.
Here, there is no doubt that the nature of the obligation of PEPI and AFPRSBS under the
subject contract to sell was solidary. In the said contract, PEPI and AFPRSBS were
expressly referred to as the "SELLER" while Sanvictores was referred to as the "BUYER."
Indeed, the contract to sell did not state "SELLERS" but "SELLER." This could only mean that
PEPI and AFPRSBS were considered as one seller in the contract. As correctly pointed out by
the administrative tribunals below and the CA, there was no delineation as to their rights
and obligations.
AFPRSBS repeatedly argues that the contract was not signed by any of its authorized
representative. It was resolute in its claim that Espina was not its treasurer or authorized
representative. Conveniently, however, it remained silent as to Mena. It never denied that
Mena was its representative. AFPRSBS is estopped from denying Mena's authority to
represent it. It is quite obvious that AFPRSBS clothed Mena with apparent authority to act on
its behalf in the execution of the contract to sell. There is estoppel when the principal has
clothed the agent with indicia of authority as to lead a reasonably prudent person to believe
that the agent actually has such authority.
49. BPI v. Fernandez, G.R. 173134, Sept. 2, 2015;
Petitioner: BANK OF THE PHILIPPINE ISLANDS
Respondent: TARCILA FERNANDEZ
Doctrine: The AND/OR nature of the bank accounts indicates active solidarity that entitled any of
the account holders to demand from BPI payment of their proceeds. Since Tarcila made the
first demand upon BPI, payments should have been made to her under Article 1214 of the Civil
Code. [Discussion related to solidary liability]
Facts:
Tarcila together with her husband, Manuel and their children Monique Fernandez and Marco
Fernandez, opened the following AND/OR deposit accounts with the petitioner BPI, Shaw Blvd.
Branch.
The deposits were subject to the following condition, among others:
3. Endorsement and presentation of the Certificate of Deposit is necessary for the renewal or
termination of the deposit"
Tarcila went to the BPI Shaw Blvd. Branch to preterminate these joint AND/OR accounts. She
brought with her the certificates of time deposit and the passbook, and presented them to the
bank. BPI, however, refused the requested pre-termination despite Tarcila's presentation of the
covering certificates. Instead, BPI, through its branch manager, Mrs. Capistrano, insisted on
contacting Manuel, alleging in this regard that this is an integral part of its standard operating
procedure.
Shortly after Tarcila left the branch, Manuel arrived and likewise requested the pre-termination of
the joint AND/OR accounts. Manuel claimed that he had lost the same certificates of deposit that
Tarcila had earlier brought with her. BPI, through Capistrano, this time acceded to the
pre-termination requests, blindly believed Manuel's claim, and requested him to accomplish BPI's
pro-forma affidavit of loss.
Two days after, Manuel returned to BPI, Shaw Blvd. Branch to pre-terminate the joint AND/OR
accounts. He was accompanied by Atty. Hector Rodriguez, the respondent Dalmiro Sian (Sian),
and two (2) alleged National Bureau of Investigation (NBI) agents.
In place of the actual certificates of deposit, Manuel submitted BPI's pro-forma affidavit of loss
that he previously accomplished and an Indemnity Agreement that he and Sian executed on the
same day. The Indemnity Agreement discharged BPI from any liability in connection with the
pre-termination. Notably, none of the co-depositors were contacted in carrying out these
transactions.
On the same day, the proceeds released to Manuel were funneled to Sian's newly opened
account with BPI. Immediately thereafter, Capistrano requested Sian to sign blank withdrawal
slips, which Manuel used to withdraw the funds from Sian's newly opened account. Sian's
account, after its use,
was closed on the same day.
A few days after these transactions, Tarcila filed a petition for "Declaration of Nullity of Marriage,
etc." against Manuel.
Tarcila never received her proportionate share of the pre-terminated deposits, prompting her to
demand from BPI the amounts due her as a co-depositor in the joint AND/OR accounts. When her
demands remained unheeded, Tarcila initiated a complaint for damages with the RTC.
In her complaint, Tarcila alleged that BPI's payments to Manuel of the pre terminated deposits
were invalid with respect to her share. She argued that BPI was in bad faith for allowing the
pre-termination of the time deposits based on Manuel's affidavit of loss when the bank had
actual knowledge that the certificates of deposit were in her possession.
In its answer, BPI alleged that the accounts contained conjugal funds that Manuel exclusively
funded. BPI further argued that Tarcila could not ask for her share of the pre-terminated deposits
because her share in the conjugal property is considered inchoate until its dissolution. BPI further
denied refusing Tarcila's request for pre-termination as it processed her request but she left the
branch before BPI could even contact Manuel.
The RTC ruled in favor of Tarcila. RTC opined that the AND/OR nature of the accounts indicate an
active solidarity that thus entitled any of the account holders to demand from BPI payment of
their proceeds. Since Tarcila made the first demand upon BPI, payments should have been
made to her under Article 1214 of the Civil Code, which provides:
"Art. 1214. The debtor may pay any one of the solidary creditors; but if any demand,
judicial or extrajudicial, has been made by one of them, payment should be made to
him."
The CA affirmed the decision. Hence this petition.
Issue: Whether the CA and the court a quo erred in applying the provisions of Article 1214 of the
Civil Code and holding BPI liable.
Ruling: No.
BPI breached its obligation under the certificates of deposit.
The certificates of deposit contain provisions on the amount of interest, period of maturity, and
manner of termination. Specifically, they stressed that endorsement and presentation of the
certificate of deposit is indispensable to their termination. In other words, the accounts may
only be terminated upon endorsement and presentation of the certificates of deposit.
Without the requisite presentation of the certificates of deposit, BPI may not terminate them.
BPI thus may only terminate the certificates of deposit after it has diligently completed two steps.
First, it must ensure the identity of the account holder. Second, BPI must demand the
surrender of the certificates of deposit.
This is the essence of the contract entered into by the parties which serves as an accountability
measure to other co-depositors. By requiring the presentation of the certificates prior to
termination, the other depositors may rely on the fact that their investments in the
interest-yielding accounts may not be indiscriminately withdrawn by any of their
co-depositors. This protective mechanism likewise benefits the bank, which shields it from
liability upon showing that it released the funds in good faith to an account holder who
possesses the certificates. Without the presentation of the certificates of deposit, BPI may not
validly terminate the certificates of deposit.
With these considerations in mind, we find that BPI substantially breached its obligations to the
prejudice of Tarcila. BPI allowed the termination of the accounts without demanding the
surrender of the certificates of deposits, in the ordinary course of business. Worse, BPI even
had actual knowledge that the certificates of deposit were in Tarcila's possession and yet it
chose to release the proceeds to Manuel on the basis of a falsified affidavit of loss, in gross
violation of the terms of the deposit agreements.
BPI is guilty of bad faith.
BPI did not only fail to exercise that degree of diligence required by the nature of its business, it
also exercised its functions with bad faith and manifest partiality against Tarcila. The bank
even recognized an affidavit of loss whose allegations, the bank knew, were false.
BPI could not invoke the Indemnity Agreement.
BPI may not invoke the provisions of the Indemnity Agreement on the basis of in pari delicto — it
was equally at fault. In the present case, equity dictates that BPI should not be allowed to
claim from Sian on the basis of the Indemnity Agreement. The facts unmistakably show that
both BPI and Sian participated in the deceptive scheme to allow Manuel to withdraw the
funds. As succinctly admitted by Capistrano during her testimony: BPI knew very well the
irregularity in Manuel's transaction for it had actual knowledge that the certificates of deposit
were in Tarcila's possession. Because of this knowledge, it entertained the possibility of
reprisal from the co-depositors. Thus, it took shrewdly calculated steps and required Manuel
and Sian to execute an Indemnity Agreement, hoping that this instrument would absolve it
from liability. BPI and Sian are in pari delicto, thus, no affirmative relief should be given to one
against the other.
50. Berot v. Siapno, G.R. 188944, Jul. 9, 2014;
Petitioners: SPOUSES RODOLFO BEROT AND LILIA BEROT
Respondent: FELIPE C. SIAPNO
Doctrine: Under Article 1207 of the Civil Code of the Philippines, the general rule is that when there
is a concurrence of two or more debtors under a single obligation, the obligation is presumed
to be joint. To consider the obligation as solidary in nature, it must expressly be stated as
such, or the law or the nature of the obligation itself must require solidarity.
Facts:
Macaria Berot (or "Macaria") and spouses Rodolfo A. Berot (or "appellant") and Lilia P. Berot (or
"Lilia") obtained a loan from Felipe C. Siapno (or "appellee") in the sum of PhP250,000.00, payable
within one year together with interest thereon at the rate of 2% per annum from that date until
fully paid.
As security for the loan, Macaria, appellant and Lilia (or "mortgagors", when collectively)
mortgaged to appellee a portion of a parcel of land (contested property) in the names of
Macaria and her husband Pedro Berot (or "Pedro"), deceased. Macaria died.
Because of the mortgagors' default, appellee filed an action against them for foreclosure of
mortgage and damages in the RTC.
In answer, appellant and Lilia (or "Berot spouses") alleged that the contested property was the
inheritance of the former from his deceased father, Pedro; that on said property is their family
home; that the mortgage is void as it was constituted over the family home without the consent
of their children, who are the beneficiaries thereof; that their obligation is only joint; and that the
lower court has no jurisdiction over Macaria for the reason that no summons was served on her
as she was already dead.
The lower court rendered a decision allowing the foreclosure of the subject mortgage. This was
affirmed by the CA. Hence this petition.
Issue: Whether the nature of the loan obligation contracted by petitioners is joint or solidary.
Ruling: Joint.
Under Article 1207 of the Civil Code of the Philippines, the general rule is that when there is a
concurrence of two or more debtors under a single obligation, the obligation is presumed to be
joint. The law further provides that to consider the obligation as solidary in nature, it must
expressly be stated as such, or the law or the nature of the obligation itself must require
solidarity.
The SC found no record of the principal loan instrument, except an evidence that the real estate
mortgage was executed by Macaria and petitioners. When petitioner Rodolfo Berot testified in
court, he admitted that he and his mother, Macaria, had contracted the loan for their benefit.
The testimony of petitioner Rodolfo only established that there was that existing loan to
respondent, and that the subject property was mortgaged as security for the said obligation. His
admission of the existence of the loan made him and his late mother liable to respondent. We
have examined the contents of the real estate mortgage but found no indication in the plain
wordings of the instrument that the debtors — the late Macaria and herein petitioners — had
expressly intended to make their obligation to respondent solidary in nature. Absent from the
mortgage are the express and indubitable terms characterizing the obligation as solidary. Hence,
applicable to this case is the presumption under the law that the nature of the obligation herein
can only be considered as joint. It is incumbent upon the party alleging otherwise to prove with a
preponderance of evidence that petitioners' obligation under the loan contract is indeed solidary
in character.
During her lifetime, Macaria was the registered owner of the mortgaged property, subject of the
assailed foreclosure. Considering that she had validly mortgaged the property to secure a loan
obligation, and given our ruling in this case that the obligation is joint, her intestate estate is liable
to a third of the loan contracted during her lifetime. Thus the foreclosure of the property may
proceed, but would be answerable only to the extent of the liability of Macaria to respondent.
(Acampado, Erika)
51. Bognot v. RRi Lending, G.R. No. 180144, Sept. 24, 2014
Petitioner: Leonardo Bognot
Respondent: RRI Lending Corporation, represented by its General Manager, Dario J. Bernardez
Doctrine: A solidary obligation is one in which each of the debtors is liable for the entire
obligation, and each of the creditors is entitled to demand the satisfaction of the whole
obligation from any or all of the debtors.42 There is solidary liability when the obligation
expressly so states, when the law so provides, or when the nature of the obligation so
requires. Thus,
when the obligor undertakes to be "jointly and severally" liable, the obligation is
solidary,
The well-entrenched rule is that solidary obligation cannot be inferred lightly. It must be
positively and clearly expressed and cannot be presumed.
Facts: Leonardo and his brother, Rolando Bognot applied for and obtained a loan of P500,000 from
RRI Lending Corporation. Evidence showed that Leonoardo renewed the loan several times on a
monthly basis. He would pay a renewal fee for each renewal and issued new post-dated checks
as security and executed and/or renewed the promissory note previously issued. RRI would then
cancel and return the post-dated checks issued prior to their renewal. Leonardo applied for
another loan renewal. He again executed as principal and signed the Promissory Note his
co-maker was again Rolando. As security for the loan, the petitioner also issued BPI Check. The
loan was again renewed on a monthly basis until June 30, 1997 as shown by Official Receipt and
Disclosure Statement signed by Bernardez. Leonardo purportedly paid the renewal fees and
issued a post-dated check dated June 30, 1997. As had been done in the past, RRI Lending
superimposed the date “June 30, 1997” on the upper right portion of the promissory Note to
make it appear that it would mature on that date. Several days before the loan’s maturity,
Rolando’s wife, Julieta Bognot went to RRI Lending’s office and applied for another renewal of
the loan. She issued a Promissory Note and and International Bank Exchange dated July 30, 1997
for the renewal fee.RRI Lending filed a complaint for sum of money against the Bognot siblings
as the loan renewable on June 30, 1997 remained unpaid. Despite repeated demands, the
Bognot siblings failed to pay their joint and solidary obligation RTC and CA: Ruled in favor of RRI
and considered the wordings of the promissory note and found that the loan they contracted
was joint and solidary.
"FOR VALUE RECEIVED, I/WE, jointly and severally, promise to pay to READY RESOURCES INVESTORS RRI
LENDING CORPO. or Order, its office at Paranaque, M.M. the principal sum of Five Hundred
Thousand PESOS (₱500,000.00), PhilippineCurrency, with interest thereon at the rate of Five
percent (5%) per month/annum, payable in One Installment (01) equal
daily/weekly/semi-monthly/monthly of PESOS Five Hundred Thousand Pesos (₱500,000.00), first
installment to become due on June 30, 1997. xxx" (Emphasis Ours).
Issue: Whether Leonardo Bognot is solidarily liable with Rolando Bognot
Held: NO. JOINT OBLIGATION.
A solidary obligation is one in which each of the debtors is liable for the entire obligation, and each of the
creditors is entitled to demand the satisfaction of the whole obligation from any or all of the debtors.42 There is
solidary liability when the obligation expressly so states, when the law so provides, or when the nature of the
obligation so requires.43 Thus, when the obligor undertakes to be "jointly and severally" liable, the obligation is
solidary,
Although the phrase "jointly and severally" in the promissory note clearly and unmistakably provided for the
solidary liability of the parties, we note and stress that the promissory note is merely a photocopy of the
original, which was never produced.
Under the best evidence rule, when the subject of inquiry is the contents of a document, no evidence is
admissible other than the original document itself except in the instances mentioned in Section 3, Rule 130 of
the Revised Rules of Court.
In view of the inadmissibility of the promissory note, and in the absence of evidence showing that the
petitioner had bound himself solidarily with Rolando for the payment of the loan, we cannot but conclude that
the obligation to pay is only joint
Section 5. Divisible and Indivisible Obligations.
52. Lam v. Kodak Phils., G.R. No. 167615, January 11, 2016;
Petitioners: SPOUSES ALEXANDER AND JULIE LAM, Doing Business Under the Name and Style "COLORKWIK
LABORATORIES" AND "COLORKWIK PHOTO SUPPLY",
Respondents: KODAK PHILIPPINES, LTD.,
Doctrine: Even though the object or service may be physically divisible, an obligation is indivisible if so
provided by law or intended by the parties
Facts: the Lam Spouses and Kodak Philippines, Ltd. entered into an agreement (Letter Agreement) for the sale
of three (3) units of the Kodak Minilab System 22XL (Minilab Equipment). , Kodak Philippines, Ltd. delivered one
(1) unit of the Minilab Equipment.
“This confirms our verbal agreement for Kodak Phils., Ltd. To provide Colorkwik Laboratories, Inc. with three (3)
units Kodak Minilab System 22XL . . . for your proposed outlets in Rizal Avenue (Manila), Tagum (Davao del
Norte), and your existing Multicolor photo counter in Cotabato City under the following terms and conditions:
1. Said Minilab Equipment packages will avail a total of 19% multiple order discount based on
prevailing equipment price provided said equipment packages will be purchased not later than June
30, 1992.
2. 19% Multiple Order Discount shall be applied in the form of merchandise and delivered in advance
immediately after signing of the contract.
3. NO DOWNPAYMENT.
4. Minilab Equipment Package shall be payable in 48 monthly installments at THIRTY FIVE THOUSAND
PESOS (P35,000.00) inclusive of 24% interest rate for the first 12 months; the balance shall be
re-amortized for the remaining 36 months and the prevailing interest shall be applied.
5. Prevailing price of Kodak Minilab System 22XL as of January 8, 1992 is at ONE MILLION SEVEN
HUNDRED NINETY SIX THOUSAND PESOS.
The Lam Spouses issued post dated checks for the first delivered unit and requested that Kodak Philippines
not negotiate the checks. However, the checks were negotiated by Kodak Philippines. The other checks were
subsequently dishonored after the Lam Spouses ordered the depository bank to stop payment.
Kodak Philippines cancelled the sale and demanded that the Lam Spouses return the unit it delivered together
with the accessories. The Lam Spouses ignored the demand but also rescinded the contract through letter for
failure of Kodak to deliver the 2 remaining Minilap Equipment units. Koda filed a complaint for replevin and/or
recovery of sum of money.
RTC and CA: The Court of Appeals ruled that the Letter Agreement executed by the parties showed that their
obligations were susceptible of partial performance. Under Article 1225 of the New Civil Code, their obligations
are divisible:
In determining the divisibility of an obligation, the following factors may be considered, to wit: (1) the will or
intention of the parties, which may be expressed or presumed; (2) the objective or purpose of the stipulated
prestation; (3) the nature of the thing; and (4) provisions of law affecting the prestation.
Applying the foregoing factors to this case, We found that the intention of the parties is to be bound
separately for each Minilab Equipment to be delivered as shown by the separate purchase price for each of
the item, by the acceptance of Sps. Lam of separate deliveries for the first Minilab Equipment and for those of
the remaining two and the separate payment arrangements for each of the equipment. Under this premise,
Sps. Lam shall be liable for the entire amount of the purchase price of the Minilab
Equipment delivered considering that Kodak had already completely fulfilled its obligation to deliver the same.
. . .
Third, it is also evident that the contract is one that is severable in character as demonstrated by the
separate purchase price for each of the minilab equipment. " If the part to be performed by one party consists
in several distinct and separate items and the price is apportioned to each of them, the contract will generally
be held to be severable. In such case, each distinct stipulation relating to a separate subject matter will be
treated as a separate contract." Considering this, Kodak's breach of its obligation to deliver the other two (2)
equipment cannot bar its recovery for the full payment of the equipment already delivered. As far as Kodak is
concerned, it had already fully complied with its separable obligation to deliver the first unit of Minilab
Equipment
Issue: Whether the pertained obligations are severable and divisible
Held: NO. The Letter Agreement contained an INDIVISIBLE obligation. Based on the foregoing, the intention of
the parties is for there to be a single transaction covering all three (3) units of the Minilab Equipment.
Respondent’s obligation was to deliver all products purchased under a "package," and, in turn, petitioners’
obligation was to pay for the total purchase price, payable in installments.
The intention of the parties to bind themselves to an indivisible obligation can be further discerned through
their direct acts in relation to the package deal. There was only one agreement covering all three (3) units of
the Minilab Equipment and their accessories. The Letter Agreement specified only one purpose for the buyer,
which was to obtain these units for three different outlets. If the intention of the parties were to have a divisible
contract, then separate agreements could have been made for each Minilab Equipment unit instead of
covering all three in one package deal. Furthermore, the 19% multiple order discount as contained in the Letter
Agreement was applied to all three acquired units.99 The "no downpayment" term contained in the Letter
Agreement was also applicable to all the Minilab Equipment units. Lastly, the fourth clause of the Letter
Agreement clearly referred to the object of the contract as "Minilab Equipment Package."
In ruling that the contract between the parties intended to cover divisible obligations, the Court of Appeals
highlighted: (a) the separate purchase price of each item; (b) petitioners’ acceptance of separate deliveries
of the units; and (c) the separate payment arrangements for each unit.100 However, through the specified
terms and conditions, the tenor of the Letter Agreement indicated an intention for a single transaction. This
intent must prevail even though the articles involved are physically separable and capable of being paid for
and delivered individually, consistent with the New Civil Code:
Article 1225. For the purposes of the preceding articles, obligations to give definite things and those which are
not susceptible of partial performance shall be deemed to be indivisible.
53. Nazareno v. Court of Appeals, 397 Phil. 707 (2000).
Respondents: COURT OF APPEALS, ESTATE OF MAXIMINO A. NAZARENO, SR., ROMEO P. NAZARENO and ELIZA
NAZARENO.
Doctrine: The indivisibility refers to the prestation and not to the object thereof
Facts: Maximino Nazareno St and Aurea Poblete had five children, namely, Natividad, Romeo, Jose, Pacifico,
and Maximino, Jr. Natividad and Maximino, Jr. are the petitioners in this case, while the estate of Maximino, Sr.,
Romeo, and his wife Eliza Nazareno are the respondents.
During their marriage, Maximino Nazareno, Sr. and Aurea Poblete acquired properties in Quezon City and in the
Province of Cavite. It is the ownership of some of these properties that is in question in this case.
On Behalf of the estate of Maximino Sr, the present case for annulment of sale with damages against
Natividad and Maximino Jr was filed by Romeo. Romeo presented evidence to show that Maximino and Aurea
Nazareno never intended to sell the six lots to Natividad and that Natividad was only to hold the said lots in
trust for her siblings. He presented the Deed of Partition and Distribution dated June 28, 1962 executed by
Maximino Sr. and Aurea and duly signed by all of their children, except Jose, who was then abroad and was
represented by their mother, Aurea.
Issue: Whether the Deed of Absolute Sale executed by the deceased spouses is an indivisible contract
Held: YES. The Deed of Absolute Sale is an indivisible contract founded on an indivisible obligation. As such, it
being indivisible, it can not be annulled by only one of them. And since this suit was filed only by the estate of
Maximino A. Nazareno, Sr. without including the estate of Aurea Poblete, the present suit must fail. The estate of
Maximino A. Nazareno, Sr. can not cause its annulment while its validity is sustained by the estate of Aurea
Poblete.An obligation is indivisible when it cannot be validly performed in parts, whatever may be the nature of
the thing which is the object thereof. The indivisibility refers to the prestation and not to the object thereof.In
the present case, the Deed of Sale supposedly conveyed the six lots to Natividad. The obligation is clearly
indivisible because the performance of the contract cannot be done in parts, otherwise the value of what is
transferred is diminished. Petitioners are therefore mistaken in basing the indivisibility of a contract on the
number of obligors.
Section 6. Obligations with a Penal Clause.
54. Lou v. BPI, G.R. 225562, Mar. 8, 2017;
Petitioners: WILLIAM C. LOUH, JR. and IRENE L. LOUH
Respondent: BANK OF THE PHILIPPINE ISLANDS
Doctrine: Since the stipulation on the interest rate is void, it is as if there was no express contract thereon.
Hence, courts may reduce the interest rate as reason and equity demand.
The same is true with respect to the penalty charge
Facts: Bank of the Philippine Islands (BPI), issued a credit card in William's name, with Irene as the extension
card holder. Pursuant to the terms and conditions of the cards' issuance, 3.5% finance charge and 6% late
payment charge shall be imposed monthly upon unpaid credit availments. Spouses Luoh were remiss in their
obligations and their account was unsettled prompting BPI to send written demand letters. Despite repeated
verbal and written demands, the Spouses Louh failed to pay BPI.
RTC and CA: Spouses Louh were properly declared in default for their failure to file an answer. However, the
3.5% finance and 6% late payment monthly charges were iniquitous and unconscionable and both charges
were reduced to 1% monthly. The award of attorney's fees of 25% was found the same to be within the terms of
the parties agreement
Issue: Whether the CA erred in sustaining BPI’s complaint
Held: NO. The Court affirms the herein assailed decision and resolution, but modifies the principal amount and
attorney's fees awarded by the RTC and the CA. Be that as it may, the Court finds excessive the principal
amount and attorneys fees awarded by the RTC and CA. A modification of the reckoning date relative to the
computation of the charges is in order too. Since the stipulation on the interest rate is void, it is as if there was
no express contract thereon. Hence, courts may reduce the interest rate as reason and equity demand.
The same is true with respect to the penalty charge. x x x Pertinently, Article 1229 of the Civil Code states:
Art. 1229. The judge shall equitably reduce the penalty when the principal obligation has been partly or
irregularly complied with by the debtor. Even if there has been no performance, the penalty may also be
reduced by the courts if it is iniquitous or unconscionable. x x
In the SOAdated October 14, 2009, the principal amount indicated was ₱l13,756.83. In accordance with
Macalinao, t he finance and late payment charges to be imposed on the principal amount of ₱l13,756.83 are
reduced to 12% each per annum, r eckoned from October 14, 2009, the date when the Spouses Louh became
initially remiss in the payment of their obligation to BPI, until full payment.
Anent BPI's litigation expenses, the Court retains the RTC and CA' s disquisition awarding ₱5,064.00 as filing or
docket fees, and costs of suit.
However, the Court reduces the attorney's fees to five percent (5%) of the total amount due from the Spouses
Louh pursuant to MCMP a nd Article 2227 of the New Civil Code.
55. Joven v. China Banking Corporation, G.R. No. 215954, Aug. 1, 2016;
Petitioners: SPOUSES JOVEN SY and CORAZON QUE SY
Respondent: CHINA BANKING CORPORATION
Doctrine: Although the courts may not at liberty ignore the freedom of the parties to agree on such terms and
conditions as they see fit that contravene neither law nor morals, good customs, public order or public policy,
a stipulated penalty, nevertheless, may be equitably reduced if it's iniquitous or unconscionable.
Facts: Three promissory notes (PN)4 were executed by petitioners in favor of China Bank. . The first amounted
to ₱8,800,000.00, designated as PN No. 5070016047; the second covering ₱5,200,000.00, designated as PN No.
5070016030; and the third involving ₱5,900,000.00, designated as PN No. 5070014942. Under PN Nos. 5070016047
and 5070016030, petitioners promised to pay China Bank the due amounts within a period of 351 days on or
before June 14, 2002 with interest payable in advance for 15 days from June 28, 2001 to July 13, 2001 at 16% per
annum, with the succeeding interest payable starting July 13, 2001 and every month thereafter until fully paid
at the prevailing rate as determined on the date of interest payment. In PN No. 5070014942, petitioners
promised to pay the principal amount at the rate of PlOO, 000.00 monthly for a period of 59 months with
interest payable monthly at prevailing rates, initially at 23.5%. Part of the terms of the PNs was an agreement
for petitioners to pay jointly and severally penalty charges equivalent to 1/10 of 1 % per day of the total amount
due should they default, payable and due from the date of default until fully paid. Petitioners also agreed to
pay 10% of the total amount due as attorney's fees. The said PNs were also secured by a real estate mortgage5
over petitioners' property covered by TCT No. N-155159. Petitioners, however, failed to comply with their
obligation
China Bank then filed its complaint for sum of money before the RTC. , the RTC ruled in favor of China Bank,
recognizing the latter's right to the deficiency balance. It, however, held as unconscionable the penalty
charges stipulated in the PNs amounting to 1/10 of 1 % per day or 3% per month, compounded. Anchoring on its
authority under Art. 12298 of the Civil Code, the R TC reduced the penalty charges to only 1 % on the principal
loan for every month of default. It also sustained the payment of attorney's fees but modified the amount for
being unreasonable to only Pl00,000.00 instead of the 10% of the total amount due
Issue: Whether the computations in determining the amount of petitioners’ deficiency balance was correct
Held: NO. on the penalty charges, it is clear that the computation should be at the rate of 1 % per month as
held by the RTC instead of 1/10 of 1 % per day or 3% per month compounded as agreed upon by the parties.
The RTC explicitly declared such agreed rate as unconscionable. It wrote:
Now with respect to the penalty charges stipulated in the Promissory Notes. The Promissory Notes executed by
the parties uniformly provided for the payment of an amount equivalent to 1/10 of 1% per day compounded
monthly of the amount due or the payment of 3% penalty compounded monthly. This surcharge or penalty
partakes of the nature of liquidated damages under Article 2227 of the Civil Code of the Philippines, and is
separate and distinct from interest payment.
Also referred to as a penalty clause, it is expressly recognized by law. It is an accessory undertaking to assume
greater liability on the part of the obligor in case of breach of an obligation. The obligor would then be bound
to pay the stipulated amount of indemnity without the necessity of proof on the existence and on the measure
of damages caused by the breach. Although the courts may not at liberty ignore the freedom of the parties to
agree on such terms and conditions as they see fit that contravene neither law nor morals, good customs,
public order or public policy, a stipulated penalty, nevertheless, may be equitably reduced if it's iniquitous or
unconscionable.
(Lim, Mikko)
56. Rivera v. Chua, G.R. No. 184458, Jan. 14, 2015;
57. Pryce Corp. v. PAGCOR, G.R. 157480, May 6, 2005;
58. Ruiz v. Court of Appeals, G. R. No 146942, Apr. 22, 2003
59. Robes v. CFI and Millan, G.R. No. L-41093, Oct. 30, 1978;
60. Cabarroguis v. Vicente, G.R. No. L-14304, Mar. 23, 1960
Chapter 4. Extinguishment of Obligations
Section 1. Payment or Performance.
(Santotome, Janna)
61. PNB v. Chan, G.R. No. 206037, Mar. 13, 2017;
Doctrine:
Consignation is the act of depositing the thing due with the court or judicial authorities whenever
the
creditor cannot accept or refuses to accept payment. It generally requires a prior tender of
payment.
Facts:
Respondent Lilibeth Chan owns a commercial building in Paco Manila. She leased it to the
petitioner PNB for 5 years (December 15, 1999 -December 15, 2004) for 76,160/month. When the
lease expired, PNB continued to occupy the property on a month-to-month basis with a monthly
rental of ₱116,788.
On January 22, 2002, respondent obtained a 1.5M loan from PNB which was secured by a real
estate mortgage constituted over the leased property. The amount of the loan increased to 7.5M.
On August 2005, respondent filed a Complaint for Unlawful Detainer before the MeTC for unpaid
rentals. PNB answered that it applied the rental proceeds from October 2004 to January 15, 2005
as payment for respondent's outstanding loan which became due and demandable in October
2004. PNB explained that it received a demand letter from a certain Chua claiming that he is the
new owner and that the rentals shall be paid directly to him.
The RTC affirmed MeTC and further ruled that the respondent is entitled to legal interest of 6% per
annum and attorney’s fees for having been compelled to litigate to protect her interest. CA
affirmed.
Issue:
WON PNB properly consigned the disputed rental payments with the Office of the Clerk of Court of
the MeTC of Manila.
Held:
YES.
Under Article 1256 of the Civil Code, consignation alone is sufficient even without a prior tender of
payment a) when the creditor is absent or unknown or does not appear at the place of payment;
b) when he is incapacitated to receive the payment at the time it is due; c) when, without just
cause, he refuses to give a receipt; d) when two or more persons claim the same right to collect;
and e) when the title of the obligation has been lost.
For consignation to be valid, the debtor must comply with the following requirements under the
law: 1) there was a debt due; 2) valid prior tender of payment, unless the consignation was made
because of some legal cause provided in Article 1256; 3) previous notice of the consignation has
been given to the persons interested in the performance of the obligation; 4) the amount or thing
due was placed at the disposal of the court; and,5) after the consignation had been made, the
persons interested were notified thereof:
Failure in any of the requirements is enough ground to render a consignation ineffective.Note that
PNB's deposit of the subject monthly rentals in a non-drawing savings account is not the
consignation contemplated by law, precisely because it does not place the same at the disposal
of the court.51 Consignation is necessarily judicial; it is not allowed in venues other than the
courts.52 Consequently, PNB's obligation to pay rent for the period of January 16, 2005 up to
March 23, 2006 remained subsisting, as the deposit of the rentals cannot be considered to have
the effect of payment.
62. Evangelista v. Screenex, G.R. 211564, Nov. 20, 2017;
Doctrine:
While it is true that the delivery of a check produces the effect of payment only when it is cashed,
pursuant to Art. 1249 of the Civil Code, the rule is otherwise if the debtor is prejudiced by the
creditor's unreasonable delay in presentment.
Facts:
Evangelista obtained a loan from Screenex which issued 2 checks (1M and 500,000). These checks
were held in safekeeping by Philip Gotuaco, Sr., father-in-law of respondent Alexander Yu, until the
former's death on 19 November 2004. On August 2005, petitioner was charged with violation of BP
22 before MeTC. MeTC acquitted the petitioner for lacking the third requisite of BP22. Petitioner
appealed before the RTC and CA which affirmed the ruling of MeTC.
“As to the defense of prescription, the same cannot be successfully invoked in this
appeal. The 10-year prescriptive period of the action under Art. 1144 of the New Civil
Code is computed from the time the right of action accrues. The terms and
conditions of the loan obligation have not been shown, as only the checks evidence
the same. It has not been shown when the loan obligation was to mature such that
there is no basis to show or from which to infer, when the cause of action
(non-payment of the loan) which would give the obligee the right to seek redress
for the non-payment of the obligation, accrued. In other words, the reckoning point
of prescription has not been established. “
Issue:
whether the CA committed a reversible error in holding that petitioner is still liable for the total
amount of P1.5 million indicated in the two checks.
Held:
YES
The mere possession of a document evidencing an obligation by the person in whose favor it was
executed, merely raises a presumption of nonpayment which may be overcome by proof of
payment, or by satisfactory explanation of the fact that the instrument is found in the hands of
the original creditor not inconsistent with the fact of payment.
If the check is undated, however, as in the present petition, the cause of action is reckoned from
the date of the issuance of the check. Given the foregoing, the cause of action on the checks has
become stale, hence, time-barred. No written extrajudicial or judicial demand was shown to have
been made within 10 years which could have tolled the period. Prescription has indeed set in.
While it is true that the delivery of a check produces the effect of payment only when it is cashed,
pursuant to Art. 1249 of the Civil Code, the rule is otherwise if the debtor is prejudiced by the
creditor's unreasonable delay in presentment. The acceptance of a check implies an undertaking
of due diligence in presenting it for payment, and if he from whom it is received sustains loss by
want of such diligence, it will be held to operate as actual payment of the debt or obligation for
which it was given. It has, likewise, been held that if no presentment is made at all, the drawer
cannot be held liable irrespective of loss or injury unless presentment is otherwise excused.
Similarly in this case, we find that the delivery of the checks, despite the subsequent failure to
encash them within a period of 10 years or more, had the effect of payment. Petitioner is
considered discharged from his obligation to pay and can no longer be pronounced civilly liable
for the amounts indicated thereon.
63. Tan v. China Banking Corp., G.R. No. 200299, Aug. 17, 2016;
Doctrine:
The right to make application of payment is a right of the debtor which is merely directory in
nature and must be promptly exercised, lest, such right passes to the creditor.
Facts:
Petitioner corporation obtained several loans from the respondent Bank. As a security for the said
obligations,poetitoner executed Real Estate Mortgages (REM) over 11 parcels of land.
Subsequently, petitioner defaulted the payment of its amortization prompting China Bank to
cause the extra-judicial foreclosure of the REM constituted on the securities after the latter failed
to heed to its demand to settle the entire obligation. The mortgaged properties were sold at a
public auction wherein China emerged as the highest bidder.
THere was remaining balance but the petitioner failed to pay the same even after demand.
Petitioner claimed that they believed that the collaterals were enough for the payment of the
loan. RTC ruled in favor of the respondent and ordered the petitioner to pay the deficiency
balance. CA affirmed.
Issue:
WON the obligation was extinguished upon foreclosure and sale of the collateral in a contract of
loan.
Held:
NO. Nowhere in the law and jurisprudence provide that the sale of the collaterals constituted as
security of the obligation results in the extinguishment of the obligation.
Further, obligations are extinguished, among others, by payment or performance. Under Article
1232 of the Civil Code, payment means not only the delivery of money but also the performance,
in any other manner, of an obligation. Article 1233 of the Civil Code states that a debt shall not be
understood to have been paid unless the thing or service in which the obligation consists has
been completely delivered or rendered, as the case may be. In contracts of loan, the debtor is
expected to deliver the sum of money due the creditor. These provisions must be read in relation
with the other rules on payment under the Civil Code.
64. NAPOCOR v. Ibrahim, G.R. 175863, Feb. 18. 2015;
Doctrine:
Payment made in good faith to any person in possession of the credit shall release the debtor
Facts:
On November 23, 1994, respondent Ibrahim instituted an action against (NAPOCOR) for recovery
of possession of land and damages before RTC of Lanao DelSur. In their complaint, Ibrahim and
his co-heirs claimed that they were owners of several parcels of the subject lands. Sometime in
1978, NAPOCOR took possession of the sub-terrain area of their lands and constructed there
underground tunnels without the knowledge of the respondents and any expropriation
proceedings. The respondents filed complaint for the payment of just compensation for
expropriation and indemnity.
Issue:
WON the payment of the fees validly extinguished the obligation to pay the petitioners.
Held:
YES.
Payment made in good faith to any person in possession of the credit shall release the debtor.
Article 1242 of the Civil Code is an exception to the rule that a valid payment of an obligation can
only be made to the person to whom such obligation is rightfully owed. It contemplates a
situation where a debtor pays a "possessor of credit" i.e., someone who is not the real creditor but
appears, under the circumstances, to be the real creditor. In such scenario, the law considers the
payment to the "possessor of credit" as valid even as against the real creditor taking into account
the good faith of the debtor.
In the present case, petitioner’s payment to Mangondato of the fees and indemnity due for the
subject land as a consequence of the execution of the case could still validly extinguish its
obligation to pay for the same even as against the Ibrahims and Maruhoms.
65. Marquez v. Elisan, G.R. 194642, Apr. 6, 2015;
Doctrine:
If the debt produces interests, payment of the principal shall not be deemed to have been made
until the interests have been made until the interests have been covered.
Facts:
Petitioner Marquez obtained a loan from respondent for 53,000 payable in 180 days subject to
annual interest. To further secure the payment of the loan, a chattel was executed over a motor
vehicle which provides that that the motor vehicle shall stand as a security for the first loan and
"all other obligations... of every kind already incurred or which may hereafter be incurred.” Both
parties acknowledged the payment of the loan.
Subsequently, a second loan was entered into by the petitioner having the same condition as the
first loan. When the second loan matured, there still remained an unpaid balance so the
petitioner asked the respondent if he could pay in daily installments until the second loan is paid.
The respondent granted. Petitioner already paid the total amount which is greater than the
amount of the principal.
Despite payment, respondent filed a complaint for foreclosure on the ground that the petitioner
failed to pay the second loan upon demand.
MTC ruled in favor of the petitioner and held that the second loan was extinguished already.
When an obligee accepts the performance or payment of an obligation, knowing its
incompleteness or irregularity and without expressing any protest or objection, the obligation is
deemed fully complied with. RTC and CA affirmed such ruling.
Issue:
1. WON the creditor waived the payment of the interest.
2. Did the respondent act lawfully when it credited the daily payments against the interest
instead of the principal?
Held:
1. NO.
The fact that the official receipts did not indicate whether the payments were made for the
principal or the interest does not prove that the creditor waived the interest. There is no
presumption of waiver of interest without any evidence showing that the creditor accepted the
daily instruments as payments for the principal.
2. YES. The daily payments made by the debtor are applied to the interest. Notwithstanding the
fact it was not indicated in the receipts whether the payments were applied to the principal or the
interest, such failure should not be taken against the creditor. Under Article 1253 of the Civil Code,
if the debt produces interests, payment of the principal shall not be deemed to have been made
until the interests have been made until the interests have been covered. Thus, the creditor in this
case has a right to credit the payments to the interest first.
(Celis, Chezka)
66. Netlink v. Delmo, G.R. 160827, Jun. 18, 2014;
Doctrine: In the absence of a written agreement between the employer and the employee that sales
commissions shall be paid in a foreign currency, the latter has the right to be paid in such foreign currency
once the same has become an established practice of the former. The rate of exchange at the time of
payment, not the rate of exchange at the time of the sales, controls.
FACTS:
Netlink hired Delmo as account manager tasked to canvass and source clients and convince them to
purchase the products and services of Netlink. Delmo worked in the field most of the time. He and his fellow
account managers were not required to accomplish time cards to record their personal presence in the office
of Netlink. He was able to generate sales worth P35,000,000.00, more or less, from which he earned
commissions amounting to P993,558.89 and US$7,588.30. He then requested payment of his commissions, but
Netlink refused and only gave him partial cash advances chargeable to his commissions. Later on, Netlink
began to nitpick and fault find, like stressing his supposed absences and tardiness. In order to force him to
resign, Netlink issued several memoranda detailing his supposed infractions of the company’s attendance
policy. Despite the memoranda, Delmo continued to generate huge sales for Netlink.
On November 28, 1996, Delmo was shocked when he was refused entry into the company premises
by the security guard pursuant to a memorandum to that effect. His personal belongings were still inside the
company premises and he sought their return to him. This incident prompted Delmo to file a complaint for
illegal dismissal.
LA: Delmo was illegally and unjustly dismissed. Respondents were ordered to reinstate complainant to his
former position without loss of seniority rights with full backwages and other benefits. The reinstatement
aspect is immediately executory even pending appeal. In case reinstatement is no longer feasible,
complainant shall be paid separation pay of one-month pay for every year of service.
CA: Upholds NLRC’s ruling with modifications with the awarding of commission and 13th month pay to the
respondent. Whole commission was not awarded since commission is made to depend on the future and
uncertain event. As regard to 13th month pay, petitioner was not made to pay because employment was
terminated based on valid and just cause although he was not given due process.
ISSUES:
“Section 1. All monetary obligations shall be settled in the
Philippine currency which is legal tender in the Philippines.
However, the parties may agree that the obligation or
transaction shall be settled in any other currency at the time of
payment.”
There was no written contract between Netlink and Delmo stipulating that the latter’s commissions
would be paid in US dollars. The absence of the contractual stipulation notwithstanding, Netlink was still liable
to pay Delmo in US dollars because the practice of paying its sales agents in US dollars for their US
dollar-denominated sales had become a company policy. This was impliedly admitted by Netlink when it did
not refute the allegation that the commissions earned by Delmo and its other sales agents had been paid in
US dollars. Instead of denying the allegation, Netlink only sought a declaration that the US dollar commissions
be paid using the exchange rate at the time of sale. The principle of non-diminution of benefits, which has
been incorporated in Article 100 of the Labor Code, forbade Netlink from unilaterally reducing, diminishing,
discontinuing or eliminating the practice. Verily, the phrase "supplements, or other employee benefits" in
Article 100 is construed to mean the compensation and privileges received by an employee aside from regular
salaries or wages.
67. Del Carmen v. Sabordo, G.R. 181723, Aug. 11, 2014
Respondents filed with the Court for declaratory relief with damages and prayer for a writ of preliminary
injunction raising the issue of whether or not the Suico spouses have the right to recover from respondents the
lots. While the action is pending, Spouses Sabordo obtained a loan from Republic Planters Bank (RPB)
mortgaging the said lots as security for the subject loan. The Court ruled in favor of the Suico spouses
directing that the Suico have until August 31, 1987 within which to redeem or buy back from respondents the
lots. Also, Suico have to pay the respondents the sum of ₱127,500.00. Suico alleging that they cannot determine
as to whom such payment shall be made, petitioner and her co-heirs filed a Complaint with the RTC of San
Carlos City, Negros Occidental. Suico consigned the ₱127,500.00 to the said court.
ISSUE: WON there was a valid consignation.
For a consignation or deposit with the court of an amount due on a judgment to be considered as payment,
there must be prior tender to the judgment creditor who refuses to accept it. It is settled that compliance with
the requisites of a valid consignation is mandatory. Failure to comply strictly with any of the requisites will
render the consignation void. One of these requisites is a valid prior tender of payment.
Article 1235. When the obligee accepts the performance, knowing its incompleteness or irregularity, and
without expressing any protest or objection, the obligation is deemed fully complied with.
FACTS: On 1 February 1069, Francisco B. Joaquin, Jr. submitted a proposal to the Board of Directors of the
International Hotel Corporation (IHC) for him to render technical assistance in securing a foreign loan for the
construction of a hotel, to be guaranteed by the Development Bank of the Philippines (DBP). The proposal
encompassed nine phases wherein the IHC Board of Directors approved phases 1-6. DPB approved the foreign
loan guaranty on 24 October 1968 which is subject to several conditions.
While negotiations were on going with Barnes International, Joaquin met with another financier, Weston.
Barnes failed to deliver the needed loan, and IHC informed DBP that it would submit to Weston. However, as a
result, DBP cancelled its previous guaranty. Since Joaquin failed to secure the loan, IHC cancelled the 17,000
shares of stock that were previously issued to Joaquin as payment for his services.
Joaquin commenced an action for specific performance, annulment, damages, and injunction by a
complaint in the RTC. He alleged that the cancellation of shares was illegal, and it deprived him to participate
in meetings and elections held by IHC. The IHC filed an answer claiming that the shares issued to Joaquin and
Suarez as compensation for “past and future” services had been issued in violation of Sec. 16 of the
Corporation Code, and that the party did not provide a financier acceptable by DBP and they had received
P96,350 as payment for their services.
RTC held IHC liable pursuant to par. 2 of Art. 1284 of the Civil Code. The Court of Appeals concurred with the
RTC holding IHC liable under Art. 1186 of the Civil Code, holding that Joaquin had substantially performed his
obligations in the context of Art. 1235 of the Civil Code and is entitled to be paid for his services. CA then
ordered IHC to pay Joaquin a total of P700,000 and Suarez P200,000.
HELD: The Sc held that Art. 1186 and Art. 1234 of the Civil Code cannot be the source of IHC’s obligation to pay
respondents. IHC’s argument is meritorious since it cannot be held liable because it was Joaquin who
recommended Barnes, and IHC negotiation with Barnes had not been intentional or willfully intended to
prevent Joaquin from his obligations. The Court held that Art. 1186 of the Civil Code pertains to “the
constructive fulfillment which calls for 2 requisites namely, (1) intent of the obligator to prevent fulfillment of
condition, and (2) actual prevention of the fulfillment.” Moreover, the Court stated that Art. 1234 of the Civil
Code applies only when “an obligor admits breaching the contract after honestly and faithfully performing all
the material elements.”
However, IHC is still liable to pay under the rule on constructive fulfillment of a mixed conditional obligation.
The termination of the contract was subject to a condition, the happening of a future and uncertain event. The
extinguishment of loss of rights already acquired shall depend upon the happening of the event that
constitutes the condition. The existing rule in a mixed conditional obligation is that when the condition was not
fulfilled, but the obligor did all in his power to comply with the obligation, the condition should be deemed
satisfied. IHC agrees that Joaquin’s obligation was subject to the suspensive condition of successfully
securing a foreign loan guaranteed by DBP, and since the respondents were able to secure an agreement with
Weston and subsequently tried to reverse the cancellation of the guaranty by DBP, Suarez then constructively
fulfilled their obligation. Pertaining to the fees, the court held that quantum meruit should apply in the absence
of an express agreement on the fees.
DOCTRINE: Consignation is necessarily judicial. Article 1258 of the Civil Code specifically provides that
consignation shall be made by depositing the thing or things due at the disposal of judicial authority. The said
provision clearly precludes consignation in venues other than the courts.
FACTS: Oscar Cacayorin filed an application with AFPMBAI to purchase a property which the latter owned
through a loan facility. Oscar and his wife, Thelma, and the Rural Bank of San Teodoro executed a Loan and
Mortgage Agreement with the former as borrowers and the Rural Bank as lender, under the auspices of
PAG-IBIG. On the basis of the Rural Bank's letter of guaranty, AFPMBAI executed in petitioners' favor a Deed of
Absolute Sale, and a new title was issued in their name. Then, the PAG-IBIG loan facility did not push through
and the Rural Bank closed. Meanwhile, AFPMBAI somehow was able to take possession of petitioners' loan
documents and the TCT, while petitioners were unable to pay the loan for the property.
AFPMBAI made written demands for petitioners to pay the loan for the property. Then, petitioners filed with the
RTC a complaint for consignation of loan payment, recovery of title and cancellation of mortgage annotation
against AFPMBAI, PDIC and the Register of Deeds of Puerto Princesa City. AFPMBAI filed a motion to dismiss
claiming that petitioners' Complaint falls within the jurisdiction of the Housing and Land Use Regulatory Board
(HLURB), as it was filed by petitioners in their capacity as buyers of a subdivision lot and it prays for specific
performance of contractual and legal obligations decreed under Presidential Decree No. 957(PD 957). It added
that since no prior valid tender of payment was made by petitioners, the consignation case was fatally
defective and susceptible to dismissal.
ISSUE: Whether or not the case falls within the exclusive jurisdiction of the HLURB.
RULING: No. The complaint makes out a case of consignation. Unlike tender of payment which is extrajudicial,
consignation is necessarily judicial; hence, jurisdiction lies with the RTC, not with the HLURB. Under Article 1256
of the Civil Code, the debtor shall be released from responsibility by the consignation of the thing or sum due,
without need of prior tender of payment, when the creditor is absent or unknown, or when he is incapacitated
to receive the payment at the time it is due, or when two or more persons claim the same right to collect, or
when the title to the obligation has been lost. The said provision clearly precludes consignation in venues
other than the courts.
(Lim, Viv)
71. Tan Shuy v. Maulawin, G.R. 190375, Feb. 8, 2012;
Petitioner: Tan Shuy
Respondent: Spouses Guillermo Maulawin and Paring Carino-Maulawin
Doctrine: Article 1245 of the Civil Code provides a special mode of payment called dation in payment (dacion
en pago). There is dation in payment when property is alienated to the creditor in satisfaction of a debt in
money. Here, the debtor delivers and transmits to the creditor the former’s ownership over a thing as an
accepted equivalent of the payment or performance of an outstanding debt.
Facts: Petitioner Tan Shuy is engaged in the business of buying copra and corn in Quezon Province. According
to Vicente Tan, son of petitioner, they would prepare and issue a pesada in their favor whenever they would
buy copra or corn from crop sellers. A pesada is a document, which contains the details of the transaction as
well as the annotation “pd” on the total amount of the purchase price when the crop delivered had already
been paid for by the petitioner. On the other hand, respondent Guillermo Maulawin is a farmer-businessman
engaged in the buying and selling of copra and corn.
Tan Shuy extended a loan to Guillermo (P420,000) and in consideration thereof, Guillermo obligated himself to
pay the loan and to sell lucas or copra to the petitioner. Petitioner then alleged that despite repeated
demands, Guillermo remitted a total of P28,000 only, thus an outstanding balance of P391,500. Convinced that
Guillermo no longer had the intention to pay the loan, petitioner brought the controversy to the Lupon
Tagapamayapa. When no settlement was reached, the petitioner filed a Complaint before the RTC.
Respondent Guillermo, on the contrary, countered that he had already paid the subject loan in full. According
to him, he continuously delivered and sold copra to petitioner from April 1998-1999. Respondent said he had
an oral agreement with petitioner that the net proceeds thereof shall be applied as installment payments for
the loan. He alleged that his deliveries amounted to P420,537.68 worth of copra. Guillermo pointed out that
although the pesadas did not contain the notation “pd,” which meant that actual payment of the net
proceeds from copra deliveries was not given to him, but was instead applied as loan payment.
- RTC: It ruled that the net proceeds from Guillermo’s copra deliveries - represented in the pesadas,
which did not bear the notation “pd” - should be applied as installment payments for the loan.
However, the court did not credit the net proceeds from 12 pesadas, as they were deliveries for corn
and not copra. Hence, the total amount of P41,585.25, which corresponded to the net proceeds from
corn deliveries, should be deducted from the amount of P420,537.68 claimed by Guillermo to be the
total value of his copra deliveries. Accordingly, the court found that respondent had not made a full
payment for the loan, as the total creditable copra deliveries merely amounted to P378,952.43
(balance of P41,047.57).
- CA: It affirmed the finding of the trial court.
Issue: Whether or not the delivery of copra amounted to installment payments for the loan obtained by
respondents from the petitioner. [Yes ]
Held: Pursuant to Article 1232 of the Civil Code, an obligation is extinguished by payment or performance.
There is payment when there is delivery of money or performance of an obligation. Article 1245 of the Civil
Code provides a special mode of payment called dation in payment (dacion en pago) . There is dation in
payment when property is alienated to the creditor in satisfaction of a debt in money. Here, the debtor delivers
and transmits to the creditor the former’s ownership over a thing as an accepted equivalent of the payment
or performance of an outstanding debt. In such cases, Article 1245 also provides that the law on sales shall
apply, since the undertaking really partakes - in one sense- of the nature of sale; that is, the creditor is really
buying the thing or property of the debtor, the payment of which is to be charged against the debtor’s
obligation. Moreover, dation in payment extinguishes the obligation to the extent of the value of the thing
delivered, either as agreed upon by the parties or as may be proved, unless the parties by agreement -
express or implied, or by their silence - consider the thing as equivalent to the obligation, which case the
obligation is totally extinguished.
In the present case, respondent explained that for the pesadas from April 1998-1999 he only gets the
payments for trucking while the total amount which represent the total purchase price for the copras that he
delivered the plaintiff were all given to Elena Tan Shuy, daughter of petitioner / cashier, as installments for the
loan he owed to petitioner. Such claim of the respondent was further bolstered by the testimony of Apolinario
Carino which affirmed that he also sold copras to the petitioner Tan Shuy. He also added that he incurred
indebtedness to the petitioner and whenever he delivered copras the amount of the copras sold were applied
as payment to his loan.
The Court however cannot subscribe to the averments of the respondent that he has fully paid the amount of
his loan to the petitioner from the proceeds of the copras he delivered to the petitioner as shown in the
pesadas. Respondent claimed that based on the said pesadas he has paid the total amount of P420,537.68 to
the petitioner. However, the Court keenly noted that some of the pesadas offered in evidence by the
defendant were not for copras that he delivered to the petitioner but for corn. Equity dictates that the total
amount of P41,585.25 which corresponds to the payment for corn delivered by the respondent shall be
deducted from the P420,537.68. From the foregoing, the actual amount of payment made by the respondent
from the proceeds of copras he delivered to the petitioner is P378,952.43, the respondent is still indebted to the
plaintiff in the amount of P41,047.3.
The subsequent arrangement between Tan Shuy and Guillermo can thus be considered as one in the nature
of dation en payment. There was partial payment every time Guillermo delivered copra to petitioner, chose
not to collect the net proceeds of his copra deliveries, and instead applied the collectible as installment
payments for his loan from Tan Shuy.
72. Towne & City Devt. v. CA and Voluntad, Jul. 14, 2004;
Petitioner: Towne & City Development Corporation
Respondent: Court of Appeals and Guillermo R. Voluntad (substituted by Tomas Voluntad and Flordeliza
Esteban Vda. De Voluntad)
Doctrine: Under Article 1249 of the Civil Code, payment of debts in money has to be made in legal tender and
the delivery of mercantile documents, including checks, “shall produce the effect of payment only when they
have been cashed, or when through the fault of the creditor they have been impaired.”
Facts: Respondent Guillermo Voluntad and petitioner Towne & City Development Corporation were both
engaged in the construction business. Guillermo and petitioner entered into a contract for (a) construction of
several housing units belonging to or reserved for different individuals; (b) repair of several existing housing
units belonging to different individuals; and (c) repair of facilities all located at the Virginia Valley Subdivision,
owned and developed by the petitioner. The total contract cost amounted to P1,041.359.00.
The parties agreed that Guillermo should be paid in full by petitioner the agreed contract cost upon
completion of the project. Pending completion of the project, Guillermo was allowed by petitioner to occupy,
free of charge, one of its houses at the Virginia Valley Subdivision. After completing the construction and
repair works subject of the contract, Guillermo demanded payment for his services.
Petitioner failed to satisfy Guillermo’s claim in full hence, the latter filed a Complaint for collection against
petitioner before the RTC of Manila. Guillerma alleged that the petitioner paid him only the amount of
69,400.00, leaving a balance of P971,959.00.
In its Answer with Counterclaims, petitioner averred that it had already paid Guillermo the amount of
P1,022,793.46 for his services and that there was even an overpayment of P58,189.46. Petitioner further claimed
that Guillermo is liable for unpaid rentals amounting to P66,000.00 for his occupancy of one of the houses in
Virginia Valley Subdivision.
While the case was pending before the trial court, Guillermo passed away. Respondents Tomas Voluntad and
Flordeliza Vda. de Voluntad served as substitutes in place of the deceased Guillermo.
RTC: It ordered the petitioner to pay the respondent the total amount of P715,228.50 representing petitioner’s
unpaid balance owing in favor of defendant, with 3% interest from the time of filing of the complaint until the
full amount is satisfied. It also ordered the respondent to vacate the house occupied by him belonging to the
petitioner.
CA: It affirmed the judgment of the lower court.
Issue: Whether or not the vouchers issued by petitioner are considered proof of payment. [No]
Held: Petitioner submits that the “Court a quo committed reversible errors of law and/or acted with grave
abuse of discretion” in not considering as proofs of payment the vouchers and other documentary exhibits,
and in ignoring the ruling in the Philippine National Bank vs. Court of Appeals, although it was cited in the
assailed decisions.
The ruling in PNB vs. Court of Appeals is that while a receipt of payment is the best evidence of the fact of
payment, it is, however, not conclusive but merely presumptive; neither is its exclusive evidence as the fact of
payment may be established also by parole evidence. Contrary to the petitioner's stance, the appellate court
did not disregard but instead took into account the ruling in the cited case. THis may easily be confirmed by
reviewing the factual predicates on which the ruling was handed down.
*PNB vs. CA case In the cited case, private respondent Flores purchased from petitioner PNB and its Manila
Pavillion Unit, two manager’s checks (P500,000.00 each), paying a total of P1,000,040.00, the extra P40
representing service charge. PNB issued a receipt for the amount. The next day, Flores presented the check at
PNB Baguio Hyatt Casino unit, but PNB initially refused to encash the check. Eventually it agreed to encash one
of the checks. However, it deferred payment of the other check until Flores agreed that it be broken down to
five checks of P100,000.00 each. PNB then refused to encash one of the five checks until after it shall have been
cleared by its Manila Pavilion Hotel unit. The PNB Malate Branch, to which Flores made representations upon
his return to Manila, refused to encash the last check. Hence, Flores filed a case for collection plus damages.
PNB, on the other hand, admitted that it issued a receipt for P1,000,040.00 but at the same time countered that
said receipt is not the best evidence to prove how much Flores actually paid for the purchase of its manager’s
checks. The Court, in this case, held that although a receipt is not conclusive evidence, an exhaustive review of
thh records fails to disclose any other evidence sufficient and strong enough to overturn the acknowledgment
embodied in the petitioner's receipt. Having failed to aduce rebuttal evidence, petitioner is bound by the
contents of the receipt it issued to Flores. The subject receipt remains to be the primary or best evidence or
“that which affords the greatest certainty of the fact in question.”
In the case at bar, the petitioner has relied on vouchers to prove its defense of payment. However, as correctly
pointed out by the trial court which the appellate court upheld, vouchers are not receipts. A voucher is not
necessarily evidence of payment. It is merely a way or method of recording or keeping track of payments
made. It is a procedure adopted by companies for the orderly and proper accounting of funds disbursed.
Unless it is supported by an actual payment like the issuance of a check which is subsequently encashed or
negotiated, or an actual payment of cash duly receipted for as is customary among businessmen, a voucher
remains a piece of paper having no evidentiary weight.
A receipt iis a written and signed acknowledgement that money has been or goods have been delivered,
while a voucher is a documentary record of a business transaction.
The references to alleged check payments in the vouchers presented by the petitioner do not vest them with
the character of receipts. Under Article 1249 of the Civil Code, payment of debts in money has to be made in
legal tender and the delivery of mercantile documents, including checks, “shall produce the effect of payment
only when they have been cashed, or when through the fault of the creditor they have been impaired.” It is
therefore clear that there are two exceptions to the rule that payment by check does not extinguish the
obligation. Neither exception is present in this case. Concerning the first, petitioner failed to produce the
originals of the check after their supposed encashment and even the bank statements although the
supposed payments by check were effected only about 5 years before the filing of the collection suit. Anent
the second exception, the doctrine is that it does not apply to instruments executed by the debtor himself and
delivered to the creditor. Indubitably, that is not the situation in this case.
73. Lo v. KJS Eco-Formwork, Oct. 8, 2003;
Petitioner: Sonny Lo
Respondent: KJS ECO-FORMWORK System Phil., Inc.
Doctrine: It may well be that the assignment of credit, which is in the nature of a sale of personal property,
produced the effects of a dation in payment which may extinguish the obligation. However, as in any other
contract of sale, the vendor or assignor is bound by certain warranties; the existence and legality of the credit
at the time of the sale (Article 1628 of the Civil Code).
Facts: Respondent KJS ECO-FORMWORK is a corporation engaged in the sale of steel scaffoldings, while
petitioner Lo, doing business under the name and style San’s Enterprises, is a building contractor.
Petitioner ordered scaffolding equipment from the respondent worth P540,425.80. He paid a downpayment in
the amount of P150,000.00. The balance was made payable in 10 monthly installments. Respondent delivered
the scaffoldings to the petitioner. Petitioner was able to pay the first two monthly installments. HIs business,
however, encountered financial difficulties and he was unable to settle his obligation to respondent despite
oral and written demands made against him.
Petitioner and respondent then executed a Deed of Assignment, whereby petitioner assigned to respondent
his receivables in the amount of P335,462.14 from Jomero Realty Corporation. However, when the respondent
tried to collect the said credit from Jomero Realty Corporation, the latter refused to honor the Deed of
Assignment because it claimed that petitioner was also indebted to it. Thus,, respondent sent a letter to
petitioner demanding payment of his obligation, but petitioner refused to pay claiming that his obligation had
been extinguished when they excited the Deed of Assignment.
Consequently, the respondent filed an action for recovery of a sum of money against the petitioner before the
RTC of Makati.
RTC: It dismissed the complaint on the ground that the assignment of credit extinguished the obligation.
CA: It reversed the appealed decision and ordered petitioner Sonny Lo to pay respondent KJS-FORMWORK
P335,462.14 with legal interest of 6% per annum from the filing of the Complaint until fully paid. The appellate
court held that the Deed of Assignment did not extinguish the obligation of the petitioner to the respondent.
Issue: Whether or not the Deed of Assignment extinguished the obligation of the petitioner to the respondent.
[No]
Held: An assignment of credit is an agreement by virtue of which the owner of a credit (assignor), by a legal
cause, such as sale, dacion en pago, exchange or donation, and without the consent of the debtor, transfers
his credit and accessory rights to another (assignee), who acquires the power to enforce it to the same extent
as the assignor could enforce it against the debtor.
In dacion en pago, as a special mode of payment, the debtor offers another thing to the creditor who accepts
it as equivalent to payment of an outstanding debt. In order that there be a valid dation in payment, the
following are the requisites: (1) there must be the performance of the prestation in lieu of payment (animo
solvendi) which may consist in the delivery of a corporeal thing or a real right or a credit against the third
person; (2) there must be some difference between the prestation due and that which is given in substitution
(aliud pro alio) ; (3) there must be an agreement between the creditor and debtor that the obligation is
immediately extinguished by reason of the performance of a prestation different from that due.
Hence it may well be that the assignment of credit, which is the nature of a sale of personal property,
produced the effects of a dation in payment which may extinguish the obligation. However, as in any other
contract of sale, the vendor or assignor is bound by certain warranties. More specifically, the first paragraph of
Article 1628 of the Civil Code:
The vendor in good faith shall be responsible for the existence and legality of the credit at the time
of the sale, unless it should have been sold as doubtful; but not for the solvency of the debtor, unless
it has been so expressly stipulated or unless the insolvency was prior to the sale and of common
knowledge.
From the above provisions, petitioner, as vendor or assignor, is bound to warrant the existence and legality of
the credit at the time of the sale or assignment. When Jomero claimed that it was no longer indebted to
petitioner since the latter also had an unpaid obligation to it, it essentially meant that its obligation to
petitioner has been extinguished by compensation. In other words, the respondent alleged the non-existence
of the credit and asserted its claim to petitioner’s warranty under the assignment. Therefore, it behooved the
petitioner to make good its warranty and paid the obligation.
Furthermore, the Court found that petitioner breached his obligation under the Deed of Assignment. By
warranting the existence of the credit, petitioner should be deemed to have ensured the performance thereof
in case the same is later found to be inexistence. He should be held liable to pay to respondent the amount of
his indebtedness.
74. Filinvest v. Phil. Acetylene, 111 SCRA 421;
Petitioner: Filinvest Credit Corporation
Respondent: Philippine Acetylene, Co., Inc.
Doctrine: What actually takes place in dacion en pago is an objective novation of the obligation where the
thing offered as an accepted equivalent of the performance of an obligation is considered as the object of the
sale, while the debt is considered as the purchase price. In any case, common consent is an essential
prerequisite, be it sale or novation, to have the effect of totally extinguishing the debt or obligation.
Facts: Defendant-appellant Philippine Acetylene purchased from one Alexander Lim, as evidenced by a Deed
of Sale, a Chevrolet (1969 model) motor vehicle for P55,247.80 with a down payment of P20,000.00 and the
balance of P35,247.80 payable, under the terms and conditions of the promissory note, at a monthly
installment of P1,036.70 for 34 months, due and payable on the first day of each month with 12% interest per
annum on each unpaid installment, and attorney’s fees in the amount equivalent to 25% of the total of the
outstanding unpaid amount.
As security for the payment of said promissory note, the appellant executed a chattel mortgage over the
same motor vehicle in favor of said Alexander Lim. Alexander Lim subsequently assigned to the Filinvest
Finance Corporation all of his rights, title and interests in the promissory note and chattel mortgage by virtue
of a Deed of Assignment.
AS a consequence of its merger with the Credit and Development Corporation, Filinvest Corporation assigned
to the new corporation (herein plaintiff-appellee Filinvest Credit Corporation) all its rights, title, and interests
on the aforesaid promissory note and chattel mortgage. In effect, the payment of the unpaid balance owed
by the defendant-appellant to Alexander Lim was financed by plaintiff-appellee such that Lim became fully
paid.
Appellant failed to comply with the terms and conditions sent forth in the promissory note and chattel
mortgage since it had defaulted in the payment of 9 successive installments. Appellee then sent a demand
letter whereby its counsel demanded the appellant to remit the aforesaid amount in full, in addition to the
stipulated interest and charges or return the mortgaged property to its client at its office in Malate, Manila
within 5 days from date of said letter. Replying thereto, appellant, thru its assistant general-manager, advised
appellee of its decision to return the mortgaged property, which return shall be in full satisfaction of its
indebtedness pursuant to Article 1484 of the New Civil Code. Accordingly, the mortgaged property was
returned to the appellee together with the document “Voluntary Surrender with Special Power of Attorney”
executed by the appellant and confirmed to by the appellee’s vice president.
The following month, appellee wrote a letter to appellant informing the latter that appellee cannot sell the
motor vehicle as there were unpaid taxes on the said vehicle in the sum of P70,122.00. Appellee requested the
appellant to update its account by paying the installments in arrears and accruing interest in the amount of
P4,232.21.
While admitting the material allegations of the appellee’s complaint, appellant avers that appellee has no
cause of action against it since its obligation towards the appellee was extinguished when in compliance with
the appellee's demand letter, it returned the mortgaged property to the appellee, and that assuming
arguendo that the return of the property did not extinguish its obligation, it was nonetheless justified in
refusing payment since the appellee is not entitled to recover the same due to the breach of warranty
committed by the original vendor-assignor Alexander Lim.
CFI: It directed the defendant to pay the plaintiff the sum of P22,227.81 (outstanding unpaid obligation under
the assigned credit) with 12% interest from the date of the filing of the complaint until the same is fully paid. It
also directed the plaintiff to deliver to, and the defendant to accept, the motor vehicle, subject of the chattel
mortgage in the condition it was at the time of delivery by defendant to plaintiff.
Issue: Whether or not the return of the mortgaged motor vehicle to the appellee by virtue of its voluntary
surrender by the appellant totally extinguished and/or cancelled its obligation to the appellee. [No]
Held: Appellant’s contention is devoid of persuasive force. The mere return of the mortgaged motor vehicle by
the mortgagor (herein appellant) to the mortgagee (appellee) does not constitute dation in payment or
dacion en pago. Dacion en pago, according to Manresa, the transmission of the ownership of a thing by the
debtor to the creditor as an accepted equivalent of the performance of an obligation. In dacion en pago, as a
special mode of payment, the debtor offers another thing to the creditor who accepts it as equivalent to
payment of an outstanding debt. The undertaking really partakes in one sense of the nature of sales, that is,
the creditor is really buying the thing or property of the debtor, payment for which is to be charged against the
debtor’s debt. As such, the essential elements of a contract of sale (consent, object certain, and cause or
consideration) must be present. In its modern concept, what actually takes place in dacion en pago is an
objective novation of the obligation where the thing offered as an accepted equivalent of the performance of
an obligation is considered as the object of the sale, while the debt is considered as the purchase price. In any
case, common consent is an essential prerequisite, be it sale or novation, to have the effect of totally
extinguishing the debt or obligation.
In the present case, the evidence on the records fails to show that the mortgagee (appellee) consented, or at
least intended, that the mere delivery to, and acceptance by him, of the mortgaged motor vehicle be
construed as actual payment, more specifically dation in payment. The fact that the mortgaged motor
vehicle was delivered to him does not necessarily mean that ownership thereof, as juridically contemplated
by dacion en pago, was transferred from appellant to appellee. In the absence of clear consent of appellee to
the proffered special mode of payment, there can be no transfer of ownership of the mortgaged motor
vehicle from appellant to appellee. If at all, only transfer of possession of the mortgaged motor vehicle took
place, for it is quite possible that appellee, as mortgagee, merely wanted to secure possession to forestall the
loss, destruction, fraudulent transfer of the vehicle to third persons, or its being rendered valueless if left in the
hands of the appellant.
Moreover, the examination of the language used in the “Voluntary Surrender with Special Power of Attorney to
Sell” executed by the appellant reveals that the possession of the mortgaged motor vehicle was voluntarily
surrendered by the appellant to the appellee who retains ownership thereof, and to apply the proceeds of the
sale to the mortgage indebtedness. The difference, in any, between the selling price and the mortgage
obligation shall be paid by the appellant. Considering the above mentioned conditions, the appellee, in
essence, was constituted as a mere agent to sell the motor vehicle which was delivered to the appellee, not as
its property. For if it were, he would have full power of disposition of the property, not only to sell it as is the
limited authority given by him in the special power of attorney. Had appellee intended to completely release
appellant of its mortgage obligation, there would be no necessity of executing the document captioned
“Voluntary Surrender with Special Power of Attorney to Sell.” Nowhere in the said document can the Supreme
Court find that the mere surrender of the mortgaged motor vehicle to the appellee extinguished the
appellant’s obligation for the unpaid price.
Appellant also argued that by accepting the delivery of the mortgaged motor vehicle, appellee is estopped
from demanding payment of the unpaid obligation. The Court disagrees. Estoppel would not lie since appellee
never accepted the mortgaged motor vehicle in full satisfaction of the mortgaged debt. Under the law, the
delivery of possession of the mortgaged property to the mortgagee (herein appellee) can only operate to
extinguish appellant’s liability if the appellee had actually caused the foreclosure sale of the mortgaged
property when it recovered possession thereof. As held by his Court, if the vendor desisted, on his own
initiative, from consummating the auction sale, such desistance was a timely disavowal of the remedy of
foreclosure, and the vendor can still sue for specific performance. This is exactly what happened in the instant
case.
75. Villarta v. Cuyno, G.R. No. L-20682, May 19, 1966;
Petitioner: Gregorio Villarta, Glicerio Villlarta and Marina Villarta
Respondent: Fausta Cutamora Vda. De Cuyno, Basildes, Paz, Maxima, Enriquieta, Ireno and Catalino, all
surnamed Cuyno, Paterno Javellana and Teodoro Cutamore
Facts: Plaintiff Gregorio is the father of his co-plaintiffs Glicerio and Marina Vilarta. THe disputed land
belonged originally to Isidro Cuyno, who, prior to May 1924, had assigned a small portion thereof, with an area
of approx. 0.3100 hectares, to one Clemente OLaybar, who, on said date, declared it, for real estate tax
purposes, in his name. The remaining portion of said land, with an area of 14.8400 hectares, more or less, was
declared in 1925 in the same name. Isidoro Cuyno died sometime before 1936.
For failure of his heirs to pay the real estate taxes due, said portion, of about 14.8400 hectares, was forfeited to
the Government in 1936. To avoid its eventual sale at public auction, Marciano Cuyno, one of the children of
Isidoro Cuyno, asked plaintiff Gregorio Villarta, whose wife (Guardicisima Cuyno) is a granddaughter of said
deceased, to pay the amount of said taxes. Accordingly, Gregorio Villarta paid the municipal treasurer of Ubay
several sums of money aggregating P114.62, representing the overdue real estate tax on said portion of
14.8400 hectares. In June 1946, Gregorio Villarta caused this portion of 14.8400 hectares to be declared in his
name. Meanwhile, or in April 1945, he had purchased from Clemente Olaybar the aforementioned small
portion, of about 0.3100 hectares, which the latter had acquired from Isidoro Cuyno before May 1924.
On March 1961, Gregorio Villarta commenced the present action alleging the defendants herein had, in July
1935, forcibly deprived them of the possession of the land in question and, as a consequence, of the owner’s
share in the products thereof. The evidence for the plaintiffs tend to establish that, despite the aforementioned
payments to the municipal treasurer of Ubay, Gregorio Villarta had been unable to take possession of said
land, except a small part thereof, because the other parts of the land, constituting the bulk thereof, had been
allegedly sold conditionally by Isidoro Cuyno to several parties, from whom Gregorio Villarta claims to have
redeemed said parts in three separate transactions.
Issue: Whether or not [No]
Held: At the outset, it should be noted that plaintiff’s action is based primarily upon the payment made by
Gregorio Villarta to the municipal treasurer of Ubay of the overdue real estate tax on the portion of the land in
question, of about 14.8400 hectares, which had been forfeited to the Government for delinquency in payment
of said tax. Plaintiff’s content that Gregorio Villarta had thereby acquired the rights of the deceased Isidiro
Cuyno in and to said property. However, the delinquent taxpayer was the estate of Isidiro Cuyno, not Gregorio
Villarta, so that payment by the latter merely subrogated him into the rights of the Government as creditor for
said delinquent taxes (Article 1236 of the Civil Code).
The Municipal treasurer of Ubay did not, by accepting said payment by Gregorio Villarta, sell the
aforementioned property to him. Indeed, said officer did not execute any deed of conveyance in favor of
Gregorio Villarta. The receipts given to the latter by said officer were issues, not in his (Gregorio Villarta’s)
name, but in that of Isidiro Cuyno. The fact that Gregorio Villarta accepted said receipts, issued in the name of
Isidiro Cuyno, indicates that the former, also, understood that he was not thereby purchasing the property, but
had made the payment for the account or benefit of Isidiro Cuyno. In fact, the letter of the municipal treasurer
of Ubay to Gregorio Villarta refers to said payments of Gregorio Villarta as part of the process of “repurchase”
by his “in behalf of the declared owner, Mr Isidoro Cuyno.” Thus, Gregorio Villarta thereby became a trustee for
the benefit of Isidiro Cuyno, or his heirs.
Plaintiffs likewise invoke title to part of the land in question in consequence of a conveyance allegedly made to
Gregorio Villarta by Clemente Olaybar, who, plaintiffs allege, acquired it from Benito Cuyno, who, in turn,
derived his title from Isidiro Cyno, by virtue of a deed of sale. The property described in the deed is located,
however, in Cabadiangan, whereas the landin question is in Tipolo. Hence, the lower court was justified in
concluding that the subject matter in the said deed is different from that of the present case.
Again, plaintiffs invoke title by acquisitive prescription. This pretense is, however, untenable: (1) because they
admit that, in 1936 Gregorio Villarta was unable unable to take possession of most of the land in question, for
the same was then being held by those who allegedly purchased conditionally portion thereof from Isidiro
Cuyno; (2) because the purchase allegedly made by Gregorio Villarta from Mr. & Mrs/ Embradura, and Juan
Gaviola and Toribia Cyno, took place only in 1942, and plaintiff’s possession from this year was interrupted
constructively upon the filing of Civil Case No. 292 in 1948, or before the expiration of 10 years; (3) because,
since the aforementioned delinquent taxes had been paid by Gregorio Villarta “in behalf of Isidiro Cuyno,” the
possession acquired by the former, and his subsequent transactions with the Embraduras and the Gaviolas,
must be deemed effected by Gregorio Villarta in trust and for the benefit of Isidiro Cuyno, until the contrary is
clearly proven; and (4) that the first such evidence that can be invoked by Gregorio Villarta is, at best, the Tax
Declaration made in June 1946 in his name, and his possession since then was, as above indicated,
interrupted, in contemplation of law, in 1948, and actually, according to plaintiff’s complaint, in 1953, or before
the expiration of 10 years since 1946.
(Dela Cruz, Pam)
76. Magdalena Estates v. Rodriguez, G.R. No. L-18411, Dec. 17, 1966;
Doctrine:
Obligation to any sum of money is not novated in a new instrument wherein the old is ratified by
changing the terms of payments and adding other obligations not incompatible with the old one.
Facts:
Antonio & Herminia bought a 2,191 SQM lot in Quezon City from Magdalena State. In view of the
unpaid balance of 5,000 on account of purchase price, they executed a promissory note for 5,000
which promised to pay without any demand and with interest of 9 % that payment be made within
60 days from Jan 1957.
On the same day, Antonio & Herminia executed also a bond on favor of Magdalena State which
embodied bonding company Luzon Surety Company to pay the 5,000 balance to Magdalena, but the
bonding company be notified in writing within 10 days from the moment there was default otherwise
the undertaking become null and void.
June 1957 the obligation becomes due and demandable the surety company paid Madalena State
the 5,000, shortly thereafter, Magdalena demanded payment of 6.55.89 for accumulated interest on
principal which was refused, therefore sued respondent with MTC to enforced collection, the MTC
rules in favor of the Magdalena. MTC ordered Rodriguez and Luzon Surety to pay jointly but not
content went to CFI and the CFI rules that it waived or condoned the interest due based on Art 1235
and Art 1253.
Issue:
Whether Magdalena State was entitled to penalty after the bonding company paid the entire
amount timely.
Held:
It affirmed the CA ruling that, when there is no agreement that the first debtor shall have been
released from responsibilities does not constitute Novation and the creditor can still enforce the
obligation against the original debtor.2. The surety company is not a new and separate contract but
an accessory of the promissory note.
Obligation to any sum of money is not novated in a new instrument wherein the old is ratified by
changing the terms of payments and adding other obligations not incompatible with the old one.
In Novation, presumption is never favored to be sustained, it needs to be established that the old and
the new contracts are incompatible in all points or that the will to novate appears by express
agreement of the parties.
77. Arzaga v. Rumbaoa, 91 Phil. 499, Jun. 26, 1952;
Doctrine:
Although the payment was not made or offered to defendants, it was actually made to them
through the medium of the court, because after the deposit plaintiff expressly petitioned the court
that the defendants "be notified, to receive and to tender of payment." The deposit by itself alone
may not have been sufficient, but with the express terms of the petition, there was a full and
complete offer of payment made directly to defendants-appellants. The petition made the
amount previously deposited available for payment and should be considered as actual
payment.
Facts:
Mariano executed a Will instituting his wife, Catalina, as the sole and universal heir of all his
properties. The spouses being childless, they had agreed that their properties, after both of them
shall have died should revert to their respective sides of the family, i.e., Mariano's properties would go
to his "Locsin relatives" (i.e., brothers and sisters or nephews and nieces), and those of Catalina to her
"Jaucian relatives." Mariano, before he died, relied on Catalina to carry out the terms of their
compact, hence, 9 years after his death, Catalina began transferring, by sale, donation or
assignment, Mariano's as well as her own, properties to their respective nephews and nieces. Four
years before her death, Catalina had made a Will affirming and ratifying the transfers she had made
during her lifetime in favor of her husband's, and her own, relatives. Six years after Catalina's demise,
some of her Jaucian nephews and nieces (private respondents) who had already received their
legacies and hereditary shares from her estate, filed action to recover the properties which she had
conveyed to the Locsins during her lifetime, alleging that the conveyances were inofficious, without
consideration, and intended solely to circumvent the laws on succession.
ISSUE:
Are the conveyances made during the decedent’s lifetime valid?
HELD:
YES. The rights to a person's succession are transmitted from the moment of his death, and do not
vest in his heirs until such time. In this case, property which Catalina had transferred or conveyed to
other persons during her lifetime no longer formed part of her estate at the time of her death to
which her heirs may lay claim. Had she died intestate, only the property that remained in her estate
at the time of her death devolved to her legal heirs. Even if those transfers were, one and all, treated
as donations, the right arising under certain circumstances to impugn and compel the reduction or
revocation of a decedent's gifts inter vivos does not inure to the respondents since neither they nor
the donees are compulsory heirs. Thus, there is no basis for assuming an intention on the part of
Catalina, in transferring the properties she had received from her late husband to his nephews and
nieces, an intent to circumvent the law in violation of the private respondents' rights to her
succession. Said respondents are not her compulsory heirs, and it is not pretended that she had any
such. Hence, there were no legitimes that could conceivably be impaired by any transfer of her
property during her lifetime. All that the respondents had was an expectancy that in no wise
restricted her freedom to dispose of even her entire estate. Therefore, the conveyances made by
Catalina during her lifetime are valid.
78. Philippine National Bank v. Relativo, G.R. No. L-5298, Oct. 29, 1952;
Doctrine:
Owner or developer of a subdivision lot or condominium unit may mortgage the same despite a
contract to sell.
Facts:
Some time in July 1994, respondent Dee Dee bought from respondent Prime East Properties Inc.5
(PEPI) on an installment basis a residential lot located in Binangonan, Rizal, with an area of 204
square meters and covered by TCT No. 619608. Subsequently, PEPI assigned its rights over a
213,093–sq m property on August 1996 to respondent Armed Forces of the Philippines–Retirement
and Separation Benefits System, Inc. (AFP–RSBS), which included the property purchased by Dee.
Thereafter, or on September 10, 1996, PEPI obtained a P205,000,000.00 loan from petitioner Philippine
National Bank, secured by a mortgage over several properties, including Dee’s property. The
mortgage was cleared by the Housing and Land Use Regulatory Board (HLURB) on September 18,
1996.
After Dee’s full payment of the purchase price, a deed of sale was executed by respondents PEPI and
AFP–RSBS on July 1998 in Dee’s favor. Consequently, Dee sought from the petitioner the delivery of the
owner’s duplicate title over the property, to no avail. Thus, she filed with the HLURB a complaint for
specific performance to compel delivery of TCT No. 619608 by the petitioner, PEPI and AFP–RSBS,
among others.
ISSUE:
Whether or not PNB, as mortgagee, was bound by the contract to sell previously executed over the
subdivision lot mortgaged.
HELD:
YES. In this case, there are two phases involved in the transactions between respondents PEPI and
Dee – the first phase is the contract to sell, which eventually became the second phase, the absolute
sale, after Dee’s full payment of the purchase price. In a contract of sale, the parties’ obligations are
plain and simple. The law obliges the vendor to transfer the ownership of and to deliver the thing that
is the object of sale. On the other hand, the principal obligation of a vendee is to pay the full purchase
price at the agreed time. Based on the final contract of sale between them, the obligation of PEPI, as
owners and vendors of Lot 12, Block 21–A, Village East Executive Homes, is to transfer the ownership of
and to deliver Lot 12, Block 21–A to Dee, who, in turn, shall pay, and has in fact paid, the full purchase
price of the property
IIt must be stressed that the mortgage contract between PEPI and the petitioner is merely an
accessory contract to the principal three–year loan takeout from the petitioner by PEPI for its
expansion project. It need not be belabored that “a mortgage is an accessory undertaking to secure
the fulfillment of a principal obligation,” and it does not affect the ownership of the property as it is
nothing more than a lien thereon serving as security for a debt.
Owner or developer of subdivision lot or condominium unit may mortgage the same despite contract
to sell
Note that at the time PEPI mortgaged the property to the petitioner, the prevailing contract between
respondents PEPI and Dee was still the Contract to Sell, as Dee was yet to fully pay the purchase price
of the property. On this point, PEPI was acting fully well within its right when it mortgaged the property
to the petitioner, for in a contract to sell, ownership is retained by the seller and is not to pass until full
payment of the purchase price. In other words, at the time of the mortgage, PEPI was still the owner of
the property.
Thus, in China Banking Corporation v. Spouses Lozada, the Court affirmed the right of the
owner/developer to mortgage the property subject of development, to wit: “P.D. No. 957 cannot totally
prevent the owner or developer from mortgaging the subdivision lot or condominium unit when the
title thereto still resides in the owner or developer awaiting the full payment of the purchase price by
the installment buyer.” Moreover, the mortgage bore the clearance of the HLURB, in compliance with
Section 18 of P.D. No. 957, which provides that “no mortgage on any unit or lot shall be made by the
owner or developer without prior written approval of the HLURB. Bank-mortgagee bound by the
contract to sell over the property mortgage. Nevertheless, despite the apparent validity of the
mortgage between the petitioner and PEPI, the former is still bound to respect the transactions
between respondents PEPI and Dee. The petitioner was well aware that the properties mortgaged by
PEPI were also the subject of existing contracts to sell with other buyers. While it may be that the
petitioner is protected by Act No. 3135, as amended, it cannot claim any superior right as against the
installment buyers. This is because the contract between the respondents is protected by P.D. No.
957, a social justice measure enacted primarily to protect innocent lot buyers. Thus, in Luzon
Development Bank v. Enriquez, the Court reiterated the rule that a bank dealing with a property that is
already subject to a contract to sell and is protected by the provisions of P.D. No. 957, is bound by the
contract to sell. The transferee BANK is bound by the Contract to Sell and has to respect Enriquez’s
rights thereunder. This is because the Contract to Sell, involving a subdivision lot, is covered and
protected by PD 957. More so in this case where the contract to sell has already ripened into a
contract of absolute sale.
79. Keeler Electric v. Rodriguez, G.R. No. L-19001, Nov. 11, 1922;
Doctrine:
Rights of the parties arises from the moment the contract has been executed.
Facts:
Private respondents Simundac and Olivan and petitioner Opulencia entered into a Contract to Sell a
parcel of land in Sta. Rosa, Laguna (Lot No. 2125). P300,000.00 had already been received by
petitioner as down payment. The parties have knowledge that the property subject of the contract to
sell is subject of the probate proceedings of the testate estate of Demetrio Carpena, deceased father
of the petitioner; in fact, it was stated in the Contract to Sell that “the Seller (petitioner herein) suffers
difficulties in her living and has forced to offer the sale of the property, "which property was only one
among the other properties given to her by her late father," to anyone who can wait for complete
clearance of the court on the Last Will Testament of her father. However, despite demands, the
petitioner failed to comply with her obligations under the contract; hence, the private respondents
filed an action for Specific Performance with damages.
Petitioner’s defenses, among others, were that, at the time the contract was executed, the parties
were aware of the pendency of the probate proceeding and that the contract to sell was not
approved by the probate court. Hence, realizing the nullity of the contract the petitioner had offered
to return the down payment received from private respondents, but the latter refused to accept it.
And that petitioner had chosen to rescind the contract. She based her defense on Sec. 7, Rule 89 of
the ROC contending that "where the estate of the deceased person is already the subject of a testate
or intestate proceeding, the administrator cannot enter into any transaction involving it without prior
approval of the Probate Court."
The trial court granted the Petitioner’s demurrer to evidence, which decision was reversed by the CA
declaring that the Contract to Sell is valid, subject to the outcome of the testate proceedings on
Demetrio Carpena's estate.
ISSUE:
Whether a contract to sell a real property involved in restate proceedings, made by an heir, valid and
binding without the approval of the probate court?
HELD:
YES, the Contract to Sell was entered into by the petitioner in her capacity as an heiress, not as an
executrix/administratrix of the estate, hence, such sale is valid.
As correctly ruled by the Court of Appeals, Section 7 of Rule 89 of the Rules of Court is not applicable,
because petitioner entered into the Contract to Sell in her capacity as an heiress, not as an executrix
or administratrix of the estate. In the contract, she represented herself as the "lawful owner" and seller
of the subject parcel of land. She also explained the reason for the sale to be "difficulties in her living"
conditions and consequent "need of cash." These representations clearly evince that she was not
acting on behalf of the estate under probate when she entered into the Contract to Sell.
Hereditary rights are vested in the heir/heirs from the moment of the decedent's death (Art. 777).
Petitioner, therefore, became the owner of her hereditary share the moment her father died. Thus, the
lack of judicial approval does not invalidate the Contract to Sell, because the petitioner has the
substantive right to sell the whole or a part of her share in the estate of her late father.
Section 2. Loss of the Thing Due.
80. Iloilo Jar Corp. V. Conglasco, G.R. 219509, Jan. 18, 2017;
Doctrine:
Economic crisis which may have caused the petitioner’s financial problems is not an absolute
exceptional change of circumstances that equity demands assistance for the debtor.
Facts:
Petitioner Iloilo Jar Corporation as lessor, and respondent Comglasco as lessee, entered into a lease
contract over a portion of a warehouse building, for a period of three (3) years or until August 15,
2003.
On December 1, 2001, Comglasco requested for the pre-termination of the lease effective on the
same date. Iloilo Jar, however, rejected the request on the ground that the pre-termination of the
lease contract was not stipulated therein. Despite the denial of the request for pre-termination,
Comglasco still removed all its stock, merchandise and equipment from the leased premises on
January 15, 2002. From the time of the withdrawal of the equipment, and notwithstanding several
demand letters, Comglasco no longer paid all rentals accruing from the said date. On September 14,
2003, Iloilo Jar sent a final demand letter to Comglasco, but it was again ignored. Consequently, Iloilo
Jar filed a civil action for breach of contract and damages before the RTC on October 10, 2003.
On June 28, 2004, Comglasco filed its Answer and raised an affirmative defense, arguing that by
virtue of Article 1267 of the Civil Code (Article 1267), it was released from its obligation from the lease
contract. It explained that the consideration thereof had become so difficult due to the global and
regional economic crisis that had plagued the economy. Likewise, Comglasco admitted that it had
removed its stocks and merchandise but it did not refuse to pay the rentals because the lease
contract was already deemed terminated. Further, it averred that though it received the demand
letters, it did not amount to a refusal to pay the rent because the lease contract had been
pre-terminated in the first place.
Iloilo Jar insisted that Comglasco cannot rely on Article 1267 because it does not apply to lease
contracts, which involves an obligation to give, and not an obligation to do.
Issue:
Whether or not Article 1267 of the Civil Code is applicable to obligation to give therefor making
Comglasco’s claim that it was released from the lease agreement because the lease contact was
terminated due to economic circumstances is proper under the said article.
Held:
Comglasco’s position fails to impress because Article 1267 applies only to obligations to do and not
to obligations to give. Thus, in Philippine National Construction Corporation v. Court of Appeals, the
Court expounded:
Petitioners cannot, however, successfully take refuge in the said article, since it is applicable only to
obligations “to do,” and not to obligations “to give.” An obligation “to do” includes all kinds of work or
service; while an obligation “to give” is a prestation which consists in the delivery of a movable or an
immovable thing in order to create a real right, or for the use of the recipient, or for its simple
possession, or in order to return it to its owner.
The obligation to pay rentals or deliver the thing in a contract of lease falls within the prestation “to
give”;
The principle of rebus sic stantibus neither fits in with the facts of the case. Under this theory, the
parties stipulate in the light of certain prevailing conditions, and once these conditions cease to exist,
the contract also ceases to exist.
This article, which enunciates the doctrine of unforeseen events, is not, however, an absolute
application of the principle of rebus sic stantibus, which would endanger the security of contractual
relations. The parties to the contract must be presumed to have assumed the risks of unfavorable
developments. It is therefore only in absolutely exceptional changes of circumstances that equity
demands assistance for the debtor.
Considering that Comglasco’ s obligation of paying rent is not an obligation to do, it could not
rightfully invoke Article 1267 of the Civil Code. Even so, its position is still without merit as financial
struggles due to an economic crisis is not enough reason for the courts to grant reprieve from
contractual obligations.
In COMGLASCO Corporation/Aguila Glass v. Santos Car Check Center Corporation, the Court ruled
that the economic crisis which may have caused the petitioner’s financial problems is not an
absolute exceptional change of circumstances that equity demands assistance for the debtor. It is
noteworthy that Comglasco was also the petitioner in the above mentioned case, where it also
involved Article 1267 to pre-terminate the lease contract.
Thus, the RTC was correct in ordering Comglasco to pay the unpaid rentals because the affirmative
defense raised by it was insufficient to free it from its obligations under the lease contract. In addition,
Iloilo Jar is entitled to attorney’s fees because it incurred expenses to protect its interest. The trial
court, however, erred in awarding exemplary damages and litigation expenses.
(Cordova, Vlaz)
81. Tagaytay Realty v. Gacutan, G.R. 160033, Jul. 1, 2015;
Doctrine: Mere inconvenience unexpected impediments or increased expenses does not excuse
a debtor from the fulfillment of his/her obligation
Facts:
Issue:
Held:
82. Comglasco v. Santos Car Check, G.R. 202989, Mar. 25, 2015;
Doctrine:
Facts:
Issue:
Held:
83. Naga Telephone v. CA, 230 SCRA 531
Doctrine: Doctrine of Unforeseen Events, the parties to the contract must be presumed to have
assumed the risks of unfavorable developments. It is therefore only in absolutely exceptional
changes of circumstances that equity demands assistance for the debtor
Facts: This is a petition for review on certiorari by petitioner Naga Telephone Co., Inc. (NATELCO)
from the application by the Court of Appeals of Article 1267 of the Civil Code in favor of
respondent
Camarines Sur II Electronic Cooperative, Inc. (CASURECO II).
The parties entered into a contract for the use by NATELCO in the operation of its telephone
service
the electric light posts of CASURECO II in Naga City. In consideration therefor, petitioners agreed to
install, free of charge, 10 telephone connections for the use by respondent in the agreed places.
The
contract also provided that the term or period of this contract shall be as long as the party of the
first
part has need for the electric light posts of the party of the second part, it being understood that
this
contract shall terminate when for any reason whatever, the party of the second part is forced to
stop or
abandon its operation as a public service and it becomes necessary to remove the electric
lightpost.
After 10 years, CASURECO II file a complaint against NATELCO for reformation of the contract with
damages, on the ground, among others, that it is too one-sided in favor of petitioners.
The trial court found that while the contract appeared to be fair to both parties when it was
entered into by them during the first year of respondent’s operation, it had become
disadvantageous and unfair to respondent because of subsequent events and conditions,
particularly the increase in the volume of the subscribers of petitioners for more than 10 years
without the corresponding increase in the number of telephone connections to respondent free of
charge. The trial court concluded that while in an action for reformation of contract, it cannot
make another contract for the parties, it can, however, for reasons of justice and equity, order that
the contract be reformed to abolish the inequities therein. Thus, said court ruled that the contract
should be reformed by ordering petitioners to pay respondent compensation for the use of their
posts inside and outside Naga City, while respondent should also be ordered to pay the monthly
bills for the use of the telephones also in Naga City. Upon appeal, the CA affirmed the trial court’s
decision but based on different grounds to wit: (1) that Article 1267 of the New Civil Code is
applicable and (2) that the contract was subject to a potestative condition which rendered
said condition void.
NATELCO asserts that Art. 1267 of the Civil Code is not applicable because the contract does not
involve the rendition of service or a personal prestation and it is not for future service with future
unusual change.
Issue: Is Art. 1267 of the Civil Code applicable in the instant case?
Held: Yes. The rationale behind Art. 1267 of the Civil Code is that the intention of the parties should
govern and if it appears that the service turns out to be so difficult as to have been beyond
their contemplation, it would be doing violence to that intention to hold the obligor still
responsible. Article 1267 speaks of "service" which has become so difficult. Taking into
consideration the rationale behind this provision, the term "service" should be understood as
referring to the "performance" of the obligation. In the present case, the obligation of private
respondent consists in allowing petitioners to use its posts in Naga City, which is the service
contemplated in said article. Furthermore, a bare reading of this article reveals that it is not a
requirement thereunder that the contract be for future service with future unusual change.
According to Senator Arturo M. Tolentino, 10 Article 1267 states in our law the doctrine of
unforeseen events. This is said to be based on the discredited theory of rebus sic stantibus in
public international law; under this theory, the parties stipulate in the light of certain
prevailing conditions, and once these conditions cease to exist the contract also ceases to
exist.
Considering practical needs and the demands of equity and good faith, the disappearance
of the basis of a contract gives rise to a right to relief in favor of the party prejudiced. The
allegations in private respondent's complaint and the evidence it has presented sufficiently
made out a cause of action under Article 1267. Hence, the parties are released from their
correlative obligations under the contract. However, our disposition of the present
controversy does not end here. We have to take into account the possible consequences of
merely releasing the parties therefrom: petitioners will remove the telephone wires/cables in
the posts of private respondent, resulting in disruption of their essential service to the public;
while private respondent, in consonance with the contract will return all the telephone units
to petitioners, causing prejudice to its business. We shall not allow such eventuality. Rather,
we require, as ordered by the trial court: 1) petitioners to pay private respondent for the use of
its posts in Naga City and in the towns of Milaor, Canaman, Magarao and Pili, Camarines Sur
and in other places where petitioners use private respondent's posts, the sum of ten (P10.00)
pesos per post, per month, beginning January, 1989; and 2) private respondent to pay
petitioner the monthly dues of all its telephones at the same rate being paid by the public
beginning January, 1989.
Section 3. Condonation or remission of the Debt.
84. H. Villarica Pawnshop vs. Social Security Commission G.R. No. 228087, January 24, 2018;
Doctrine: Cour Condonation statutes being an act of liberality on the part of the state are strictly
construed against the applicants unless the laws themselves clearly state a contrary rule of
interpretation.
Facts: This is a Petition for review on Certiorari under Rule 45 of the Rules of Court filed by H.
Villarica Pawnshop, Inc., HL Villarica Pawnshop, Inc., HRV Villarica Pawnshop, Inc. and Villarica
Pawnshop, Inc., (petitioners) seeking to reverse and set aside the Decision of Social Security’s
Commission (SSC) denying petitioners’ claim for refund.
H. Villarica Pawnshop, Inc. paid their delinquent contributions and accrued penalties with
different branches of the SSS. Congress thereafter, enacted R.A. No. 9903, otherwise known
as the Social Security Condonation Law of 2009, which took effect on February 1, 2010. It
offered delinquent employers the opportunity to settle, without penalty, their
accountabilities or overdue contributions within six (6) months from the date of its
effectivity.
Villarica Pawnshop seeks reimbursement from different SSS branches invoking the said law.
Villarica claimed that the benefits of the condonation program extend to all employees who
have settled their arrears or unpaid contributions even prior to the effectivity of the law. SSC
denied the reimbursement claims and stated that there was no provision in the said law
allowing reimbursement before its effectivity
Issue: Are petitioners entitled to a refund of their paid obligations and penalties under the SSS
condonation law?
Held: No, Villarica is not entitled to condonation since there was no provision in the said law
allowing condonation before the law’s effectivity. Condonation or remission of debt is an act
of liberality, by virtue of which, without receiving any equivalent, the creditor renounces the
enforcement of the obligation, which is extinguished in its entirety or in that part or aspect of
the same to which the remission refers. It is essentially gratuitous for no equivalent is
received for the benefit given. Here, the State stands to lose its resources in the form of
receivables whenever it condones the collection of its receivables or unpaid penalties. Since
a loss of funds ultimately results in the Government being deprived of its means to pursue its
objectives, all monetary claims based on condonation should be construed strictly against
the applicants. A plain reading of Section 4 of R.A. No. 9903 providing for the effectivity of
condonation, shows that it does not give employers who have already settled their
delinquent contributions as well as their corresponding penalties the right to a refund of the
penalties paid. What was waived here was the amount of accrued penalties that have not
been paid prior to the law's effectivity it does not include those that have already been
settled. Hence, Villarica’s obligations are not condoned.
85. G.R. No. 228087, January 24, 2018;
(Nunez, Jenjelyn)
86. Trans. Pacific v. CA, 235 SCRA 494;
87. Francia v. CA, 162 SCRA 753
Section 4. Confusion or Merger of Rights.
88. Yek Ton Lin v. Yusingco, 46 Phil. 473
Section 5. Compensation.
89. FUCC v. Bayanihan, G.R. 164985, Jan. 15, 2014
Section 6. Novation.
90. Franco v. Gonzales, G.R. 59709, Jun. 27, 2012;
(Tumbali, Fatima)
91. ARCO PULP AND PAPER CO. v. DAN LIM
Doctrine:
Novation is a mode of extinguishing an obligation by changing its objects or principal obligations, by
substituting a new debtor in place of the old one, or by subrogating a third person to the rights of the
creditor. Novation requires that it be clear and unequivocal, it is never presumed. It is deeply rooted in the
Roman Law jurisprudence, the principle — novatio non praesumitur — that novation is never presumed. At
bottom, for novation to be a jural reality, its animus must be ever present, debitum pro debito — basically
extinguishing the old obligation for the new one
Facts:
Respondent works in the business of supplying scrap papers, cartons, and other raw materials, under the
name Quality Paper and Plastic Products Enterprises, to factories engaged in the paper mill business. He
delivers to petitioner scrap papers and purportedly agreed that petitioner would either pay the value of the
raw materials or deliver to Lim their finished products of equivalent value. Lim alleged that when he delivered
the materials, Arco issued a postdated check representing the partial payment for the deliveries, however, the
check was dishonored upon presentment. Arco and a certain Eric Sy executed a MOA where Arco bound itself
to deliver their finished products to Megapack Corporation (owned by Sy), and that Lim would supply the raw
materials.
On May 5, 2007, Lim sent a letter to Arco demanding payment, but the demand was unheeded. Lim filed a
complaint for collection for sum of money with the RTC. The trial court ruled in favor of Arco, holding that when
Lim entered into the MOA with Arco and Sy, novation took place, hence, Arco’s obligation to Lim was
extinguished, and that Sy became the new debtor of Lim. In his appeal, Lim argued that there was no novation
since the MOA was an exclusive and private agreement, and that his conformity with the MOA through a
separate contract was required. The CA reversed the RTC’s judgment, ruling that the facts and circumstances
of the case clearly showed the existence of an alternative obligation, but no novation.
Issue:
W/N the MOA constituted a novation.
RULING:
No novation. The obligation between the parties was an alternative obligation.
In an alternative obligation, there is more than one object, and the fulfillment of one is sufficient, determined
by the choice of the debtor who generally has the right of election. According to the factual findings of the trial
court and the appellate court, the original contract between the parties was for respondent to deliver scrap
papers to petitioner Arco Pulp and Paper. When Arco tendered a check to respondent in partial payment for
the scrap papers, they exercised their option to pay the price. Lim’s receipt of the check and his subsequent
act of depositing it constituted his notice of Arco’s option to pay.
The MOA did not constitute a novation. When Arco opted instead to deliver the finished products to a third
person, it did not novate the original obligation between the parties. Novation extinguishes an obligation
between two parties when there is a substitution of objects or debtors or when there is subrogation of the
creditor. It occurs only when the new contract declares so "in unequivocal terms" or that "the old and the new
obligations be on every point incompatible with each other." The test of incompatibility is whether the two
obligations can stand together, each one with its own independent existence.
Novation may be modificatory or extinctive. It is merely modificatory when the old obligation subsists to the
extent that it remains compatible with the amendatory agreement. It is extinctive when an old obligation is
terminated by the creation of a new one that takes the place of the former. It may either result to a change in
the object or principal conditions, or a substitution of the person of the debtor or by subrogating a third person
in the rights of the creditor.
For an extinctive novation to take place, the following requisites must concur: 1) There must be a previous valid
obligation; 2) The parties concerned must agree to a new contract; 3) The old contract must be extinguished;
and 4) There must be a valid new contract. There is nothing in the memorandum of agreement that states
that with its execution, the obligation of Arco to Lim would be extinguished. It also does not state that Eric Sy
somehow substituted Arco as Lim’s new debtor. It merely shows that petitioner Arco Pulp and Paper opted to
deliver the finished products to a third person instead.
Furthermore, the consent of the creditor must be secured for the novation to be valid. If the MOA was intended
to novate the original agreement between the parties, Lim must have first agreed to the substitution of Eric Sy
as his new debtor. The MOA must also state in clear and unequivocal terms that it has replaced the original
obligation of petitioner Arco Pulp and Paper to respondent. Neither of these circumstances is present in this
case.
92. BOGNOT V. RRI LENDING CORPORATION
Doctrine:
There are two forms of novation by substituting the person of the debtor, depending on whose initiative it
comes from: expromision and delegacion. In both cases, to give novation legal effect, the creditor should
consent to the substitution of a new debtor. Mere acquiescence to the renewal of the loan, when there is
clearly no agreement to release the petitioner from his responsibility, does not constitute novation.
Facts:
In September 1996, petitioner and his brother, Rolando, (Bognot siblings) applied and obtained a loan of
P500,000 from respondent, payable on Nov. 30, 1996 evidenced by a promissory note and secured by a
postdated check. The loan was renewed multiple times by petitioner, and in March 1997, petitioner applied for
another loan renewal. He again executed a promissory note payable on April 1, 1997 and made Rolando a
co-maker. As security for the loan, petitioner issued a postdated BPI Check with the same date. On May 5,1997,
the loan was again renewed, this time changing the maturity date to June 30, 1997, and this date was
superimposed by respondent on the upper right portion of the promissory note to make it appear that it would
mature on said date.
Days before the maturity of the loan, Rolando’s wife, Julieta, applied for a renewal of the loan. She issued in
favor of the respondent a new promissory note and an International Bank Exchange check to pay for the
renewal fee. On the excuse that she needs to bring home the loan documents for the Bognot siblings'
signatures and replacement, Juliet asked the respondent's clerk to release to her the promissory note, the
disclosure statement, and the check dated July 30, 1997. However, despite repeated demands, these were
never returned, and the loan also was not paid. Respondent filed with the RTC a collection for sum of money
against the siblings. Petitioner argued that the complaint states no cause of action because the claim had
been paid, waived, abandoned, or otherwise extinguished. He claimed that based on the legal presumption
provided by Article 1271 of the Civil Code, his obligation had been discharged by virtue of his possession of the
post-dated check (stamped "CANCELLED") that evidenced his indebtedness. He argued that it was Mrs. Bognot
who subsequently assumed the obligation by renewing the loan, paying the fees and charges, and issuing a
check. Thus, there is an entirely new obligation whose payment is her sole responsibility. He also argued that
the superimposition of the date “June 30, 1997” without his consent constitutes as material alteration on the
part of respondent and is sufficient to extinguish his liability.
The RTC ruled in the respondent's favor and ordered the Bognot siblings to pay the amount of the loan, plus
interest and penalty charges. It considered the wordings of the promissory note and found that the loan they
contracted was joint and solidary, noting that petitioner signed the promissory note as a principal, and not
merely as a guarantor, while Rolando was the co-maker. The CA affirmed the RTC’s ruling.
Issue/s:
1. Whether the material alteration relieved petitioner from his liability; and
2. Whether the parties’ obligation was extinguished by: i) payment; and ii) novation by substitution of debtors.
RULING:
1. NO. Although respondent did not dispute the fact of alteration, the contention that it was done without
petitioner’s consent was denied. When respondent admitted that its practice was to make a superimposition
through a rubber stamp, the old promissory note which has been renewed to make it appear that there is a
new loan obligation, was not rebutted by petitioner. For the Court, the non-rebuttal is tantamount to an
admission to respondent’s allegation.
2. NO.
Payment
Jurisprudence tells us that one who pleads payment has the burden of proving it. The burden rests on the
defendant to prove payment, rather than on the plaintiff to prove non-payment. Petitioner failed to
satisfactorily prove that he had in fact encashed his check and applied the proceeds to the payment of the
loan. He merely relied on the respondent's cancellation and return to him of the check dated April 1, 1997. The
evidence shows that this check was issued to secure the indebtedness. The acts imputed on the respondent,
standing alone, do not constitute sufficient evidence of payment. Art. 1249 of the Civil Code provides that the
delivery of promissory notes payable to order, or bills of exchange, or other mercantile documents shall
produce the effect of payment only when they have been encashed, or through the fault of the creditor they
have been impaired. Although Article 1271 of the Civil Code provides for a legal presumption of renunciation of
action (in cases where a private document evidencing a credit was voluntarily returned by the creditor to the
debtor), this presumption is merely prima facie and is not conclusive. Art. 1271 merely raises a presumption of
renunciation of the credit, not an evidence of payment. Hence, petitioner’s reliance on the return of the
promissory note was misplaced.
NOVATION
To give novation legal effect, the original debtor must be expressly released from the obligation, and the new
debtor must assume the original debtor's place in the contractual relationship. Depending on who took the
initiative, novation by substitution of debtor has two forms — substitution by expromision and substitution by
delegacion. In expromision, the initiative for the change did not come from the original debtor and may even
be made without his consent. Since a third person would substitute the old debtor, both his consent and that
of the creditor are required. In delegacion, the debtor offers, the creditor accepts, and a third person also
consents to the substitution and assumes the obligation. In both cases, the original debtor must be released
from the obligation; otherwise, there can be no valid novation. Furthermore, novation by substitution of debtor
must always be made with the consent of the creditor.
Petitioner claimed that when Juliet renewed the loan, paid the corresponding renewal fees, and executed a
new promissory note, a novation took place and that Juliet already assumed the debt. However, this
contention is untenable. Juliet merely attempted to renew the original loan by executing a new promissory
note and check. And since the loan was not renewed for another month, the original due date of June 30, 1997
continued to stand. More importantly, respondent never agreed to release the petitioner from his obligation.
The fact that the clerk allowed Juliet to bring home the documents and the promissory note does not ipso
facto result to novation. In order for novation to be given effect, it must be clearly and unequivocally shown,
and cannot be presumed. In the absence of showing that Mrs. Bognot and the respondent had agreed to
release the petitioner, the respondent can still enforce the payment of the obligation against the original
debtor. Mere acquiescence to the renewal of the loan, when there is clearly no agreement to release the
petitioner from his responsibility, does not constitute novation.
93. THE WELLEX GROUP, INC v. U-LAND AIRLINES, CO., LTD
Doctrine:
Novation by presumption has never been favored. To be sustained, it need be established that the old and
new contracts are incompatible in all points, or that the will to novate appears by express agreement of the
parties or in acts of similar import.
Facts:
Wellex is a corporation established under Philippine laws and maintains airline operations in the country. It
owns shares of stock in several corporations including Air Philippines International Corporation (APIC),
Philippine Estates Corporation (PEC), and Express Savings Bank (ESB). U-Land is a corporation duly organized
and existing under the laws of Taiwan and registered to do business in the Philippines.
· On May 16, 1998, both parties entered into a First Memorandum of Agreement (FMOA) to expand
their respective airline operations.
o Among the terms and conditions stipulated in the FMOA, it stated that within 40 days
from its execution date, Wellex and U-Land would execute a share purchase agreement
covering U-Land's acquisition of the shares of stock of both APIC and PEC shares.
o Both parties agreed that the purchase price of these shares would be paid upon the
execution of the share purchase agreement and Wellex's delivery of the stock
certificates covering the shares of stock.
o The transfer of APIC shares and PEC shares to U-Land was conditioned on the full
remittance of the final purchase price as reflected in the share purchase agreement.
Wellex and U-Land also agreed to enter into a joint development agreement by
covering real estate developments, simultaneous with the execution of the share
purchase agreement.
o Finally, Wellex and U-Land agreed that if they were unable to agree on the term of the
share purchase agreement and the joint development agreement within 40 day from
signing, then the FMOA would cease to be effective.
o In case no agreements were executed, the parties would be released from their
respective undertakings, except that Wellex would be required to refund within 3 days
the US$3 million given as initial funding by U-Land for the development projects.
The 40-day period lapsed on June 25, 1998. Wellex and U-Land were not able to enter into any share purchase
agreement although drafts were exchanged between the two. Despite the absence of a share purchase
agreement, U-Land remitted to Wellex a total of US$7,499,945.00. In a letter, U-Land, through counsel,
demanded the return of the remittance. According to U-land, Wellex unjustifiably refused to enter into the
Share Purchase Agreement. As far as U-Land was concerned, the FMOA was no longer in effect.
U-Land filed a Complaint praying for rescission of the FMOA and damages against Wellex and for the issuance
of a Writ of Preliminary Attachment. Petitioner Wellex argued that respondent U-Land was actually bound to
pay US$17.5 million for all of APIC shares and PEC shares under the FMOA and the US$3 million to pursue the
development projects under the joint development agreement. Wellex asserts that the full remittance of the
two amounts constitutes a suspensive condition for the execution of the share purchase agreement and the
delivery of the certificates of the shares of stock. Because the suspensive condition has not yet happened,
Wellex’s obligation remains to be non-existent, hence, the remedy of rescission cannot prosper. Also included
in its Appellant's Brief, Wellex mentioned that there was an "implied partial objective or real novation" of the
FMOA.
Issue/s:
W/N an implied novation took place in the case at bar.
RULING:
NO. The FMOA was an agreement to enter into a share purchase agreement. The share purchase agreement
should have been executed by the parties within 40 days from the date of the signing of the FMOA. The
subsequent acts of the parties after the 40-day period were, therefore, independent of the FMOA.
Novation extinguishes an obligation between two parties when there is a substitution of objects or debtors or
when there is subrogation of the creditor. It occurs only when the new contract declares so "in unequivocal
terms" or that "the old and the new obligations be on every point incompatible with each other." Novation may
also be express or implied. It is express when the new obligation declares in unequivocal terms that the old
obligation is extinguished. It is implied when the new obligation is incompatible with the old one on every
point. The test of incompatibility is whether the two obligations can stand together, each one with its own
independent existence.
There was no express novation. After the 40-day period, the parties did not enter into any subsequent written
agreement that was couched in unequivocal terms. Both parties admitted that their counsels participated in
the crafting and execution of the First Memorandum of Agreement as well as in the efforts to enter into the
share purchase agreement. Any subsequent agreement would be expected to be clearly agreed upon with
their counsels' assistance and in writing, as well.
There was no implied novation as well. [N]o specific form is required for an implied novation, and all that is
prescribed by law would be an incompatibility between the two contracts. While there is really no hard and
fast rule to determine what might constitute to be a sufficient change that can bring about novation, the
touchstone for contrariety, however, would be an irreconcilable incompatibility between the old and the new
obligations. There was no incompatibility between the original terms of the FMOA and the remittances made
by respondent U-Land for the shares of stock. These remittances were actually made with the view that both
parties would subsequently enter into a share purchase agreement.
There being no novation of the FMOA, U-Land is entitled to the return of the amount it remitted to Wellex.
Wellex is likewise entitled to the return of the certificates of shares of stock and titles of land it delivered to
respondent U-Land.
94. UNITED PULP AND PAPER CO., INC (UPPC) v. ACROPOLIS CENTRAL GUARANTY CORPORATION
Doctrine:
In order for novation to extinguish its obligation, the surety (Acropolis) must be able to show that there is an
incompatibility between the compromise agreement and the terms of the counter-bond, as required by
Art. 1292 of the Civil Code, which states: “In order that an obligation may be extinguished by another which
substitute the same, it is imperative that it be so declared in unequivocal terms, or that the old and the new
obligations be on every point incompatible with each other.”
Facts:
UPPC filed a civil case for collection of the amount of P42,844,353.14 against Unibox Packaging Corp (Unibox)
and Vicente Ortega before RTC Makati. In addition, UPPC also filed for a Writ of Preliminary Attachment against
the properties of Unibox and Ortega for the reason that the latter were on the verge of insolvency and were
transferring assets in fraud of creditors. The RTC subsequently issued the writ and by virtue of which, several
properties and assets of Unibox and Ortega were attached. On October 10, 2002, Unibox and Ortega filed a
motion praying that they be allowed to file a counter-bond for the release of the preliminary attachment of
said properties. The RTC granted the motion and Acropolis (formerly known as Philippine Pryce Assurance
Corp) issued the counter-bond in favor of Unibox and Ortega. UPPC filed its Manifestation and Motion to
Discharge the Counter-bond and for the reinstatement of the attachment on the ground that Acropolis was
among those insurance companies whose licenses were set to be cancelled due to their failure to put up the
required minimum capitalization. However, the RTC denied UPPC’s motion and asked the sheriff to cause the
lifting of the attachment to the properties.
On September 2003, Unibox, Ortega, and UPPC executed a compromise agreement wherein Unibox and
Ortega acknowledged their obligation in the amount of P35,089,544, inclusive of the principal and interest, and
bound themselves to pay in accordance to a schedule of payments. The RTC approved the compromise
agreement. However, due to the failure to pay the amounts due despite demand by UPPC, the latter filed a
Motion for Execution to satisfy the remaining unpaid balance. The RTC granted the motion and issued the writ
of execution. When the sheriff was about to execute the writ, it was discovered that Unibox already ceased its
operations and all of its assets were already foreclosed by all its creditors. The banks which issued notices of
garnishment also indicated that Unibox and Ortega no longer had funds available. Failure to satisfy the
balance, the RTC granted UPPC’s Motion to Order Surety to Pay Amount of Counter-bond directed to Acropolis.
This required Acropolis to pay the unpaid balance of the judgment with interest of 12% per annum from
default. Acropolis filed a Motion for Reconsideration saying that its obligation has already been discharged by
virtue of the compromise agreement executed. It contends that because it was not a party to the compromise
agreement, it cannot be bound by the judgment issued based on the said agreement.
Issue:
W/N the compromise agreement was tantamount to a novation which had the effect of releasing Acropolis
from its obligation under the counter-attachment bond.
RULING:
No. The terms of the Bond for Dissolution of Attachment issued by Unibox and Acropolis leave no room for
ambiguity as it states, to wit: “in consideration of the dissolution of said attachment, [Unibox as Principal, and
Philippine Pryce as surety] hereby jointly and severally bind ourselves in the sum of P42,844,353.14 Philippine
Currency, in favor of the plaintiff to secure the payment of any judgment that the plaintiff may recover against
the defendants in this action.”
Acropolis voluntarily bound itself with Unibox to be solidarily liable to to answer for ANY judgment which UPPC
may recover from Unibox. Its counter-bond was issued in consideration of the dissolution of the writ of
attachment, and to ensure recovery by UPPC. It would be the height of injustice to allow Acropolis to evade its
obligation to UPPC, especially after the latter already secured a favorable judgment. In the case of Luzon
Steele Corpo. V. Sia, t he counterbond merely stands in the place of the attached property. Hence, there is no
reason why the judgment should not be made effective against the counterbond regardless of the manner
how the judgment was obtained. As declared by us in Mercado v. Macapayag, the liability of the sureties was
fixed and conditioned on the finality of the judgment rendered regardless of whether the decision was based
on the consent of the parties or on the merits. A judgment entered on a stipulation is nonetheless a judgment
of the court because consented to by the parties.
In order for novation to extinguish its obligation, Acropolis must be able to show that there is an incompatibility
between the compromise agreement and the terms of the counter-bond, as required by Article 1292 of the
Civil Code. Nothing in the compromise agreement indicates, or even hints at, releasing Acropolis from its
obligation to pay UPPC after the latter has obtained a favorable judgment. Clearly, there is no incompatibility
between the compromise agreement and the counter-bond. Neither can novation be presumed in this case.
95. LEONIDA QUINTO v. PEOPLE
Doctrine:
There’s no specific form required for an implied novation, and all that is prescribed by law would be an
incompatibility between the two contracts. The test of incompatibility is whether or not the two obligations
can stand together, each one having its independent existence. The incompatibility must take place in any
of the essential elements of the obligation, such as its object cause or principal conditions thereof;
otherwise, the change would be merely modificatory in nature and insufficient to extinguish the original
obligation.
Facts:
Petitioner asked a certain Aurelia Cariaga to allow her to have some pieces of jewelry so that she could show
the same to prospective buyers. However, after the period given to her, petitioner failed to conclude any sale.
Aurelia asked for the return of the jewelries, but the demands were left unheeded by petitioner. This prompted
Aurelia to file for estafa against petitioner. Petitioner denied the allegations, claiming that she was able to sell
some of the pieces of jewelry. She claimed that she was able to sell one solo ring and one marques to a Mrs.
Camacho who paid the down payment to petitioner in the form of a check, and that the balance shall be paid
in installments to Aurelia. She also claimed that she sold a 2-karat diamond ring to Mrs. Concordia Ramos,
and that when Mrs. Ramos failed to pay the balance, it was petitioner who satisfied Mrs. Ramos’ debt. Through
these claims, petitioner argued that the initial agreement between her and Aurelia was effectively novated
when the latter consented to receive payment on installments directly from Mrs. Camacho and Mrs. Ramos.
Issue/s:
W/N novation took place in the case at bar.
RULING:
NO. Novation is never presumed, and the animus novandi, whether totally or partially, must appear by express
agreement of the parties, or by their acts that are too clear and unequivocal to be mistaken. The
extinguishment of the old obligation by the new one is a necessary element of novation which may be
effected either expressly or impliedly. The term "expressly" means that the contracting parties incontrovertibly
disclose that their object in executing the new contract is to extinguish the old one. Upon the other hand, no
specific form is required for an implied novation,
and all that is prescribed by law would be an incompatibility between the two contracts.
The test of incompatibility is whether or not the two obligations can stand together, each one having its
independent existence. If they cannot, they are incompatible, and the latter obligation novates the first. The
incompatibility must take place in any of the essential elements of the obligation, such as its object, cause or
principal conditions thereof; otherwise, the change would be merely modificatory in nature and insufficient to
extinguish the original obligation. The changes alluded to by petitioner consists only in the manner of
payment. There was really no substitution of debtors since private complainant merely acquiesced to the
payment but did not give her consent to enter into a new contract. Not too uncommon is when a stranger to a
contract agrees to assume an obligation; and while this may have the effect of adding to the number of
persons liable, it does not necessarily imply the extinguishment of the liability of the first debtor. Neither would
the fact alone that the creditor receives guaranty or accepts payments from a third person who has agreed to
assume the obligation, constitute an extinctive novation absent an agreement that the first debtor shall be
released from responsibility.
Title II. CONTRACTS
Doctrine: The basic principle of relativity of contracts is that contracts can only bind the parties who entered into it,
and cannot favor or prejudice a third person, even if he is aware of such contract and has acted with knowledge
thereof. Indeed, “where there is no privy of contract, there is likewise no obligation or liability to speak about.
Facts:
Respondent Padoson Stainless Steel Corporation (Padoson) hired Asian Terminals, Inc. (ATI) to provide arrastre,
wharfage, and storage services at the South Harbor. On October 5 and 30, 2001, ATI rendered storage services in
relation to a shipment, consisting of steel coils imported, in favor of Padoson as consignee. They shipments were
stored in ATI’s warehouse up until 2006. Meanwhile, the shipments became the subject of a Hold-Order issued by
the Bureau of Customs due to Padoson’s unpaid tax liability. ATI made several demands for storage fees against
Padoson, which, however, went unheeded. Thus, ATI filed an action against Padoson for a sum of money. RTC
dismissed ATI’s action, relying on the case of SBMA vs Rodriguez, holding that it should be the BOC who should
be liable for the service fees as it has acquired constructive possession over the subject materials.
Issue:
1. Whether or not the BOC is liable for the payment of ATI’s service fees and not Padoson.
Ruling:
(1)NO.
The fact that the BOC has constructive possession over the subject materials does not release Padoson from its
obligation to pay the storage fees due to ATI. Although it was subject to an Hold-Order, the fact remains that it was
Padoson, and not the BOC, that entered into a contract of service with ATI and consequently was the one who
benefited therefrom.
The basic principle of relativity of contracts is that contracts can only bind the parties who entered into it,
and cannot favor or prejudice a third person, even if he is aware of such contract and has acted with
knowledge thereof. Indeed, “where there is no privy of contract, there is likewise no obligation or liability
to speak about. Guided by this doctrine, Padoson cannot shift the burden of paying the storage fees to BOC
because the latter has never been a privy to the contract of service between Padoson and ATI. To rule otherwise
would create an absurd situation wherein a party may free itself from liability arising from a contract of service, by
merely invoking that the BOC has constructive possession of its shipment by the issuance of a Hold-Order.
97. Stronghold Insurance v. Stroem, G.R. 204869, Jan. 21, 2015;
98. Mamaril v. Boy Scouts, G.R. 179382, Jan. 14, 2013;
99. Acol v. PCIBank, Jul. 25, 2006;
100. Tanay Recreation Center v. Fausto, G.R. 140182, Apr. 12, 2005;
(Santos, Neener)
101. Riviera Filipina, Inc. v. Court of Appeals, G.R. No. 117355, Apr. 5, 2002;
102. Gilchrist v. Cuddy, 29 Phil. 542
Chapter 2. Essential Requisites of Contracts.
103. Northern Mindanao Industrial Port and Services Corporation v. Iligan Cement, G.R. No. 215387,
Apr. 23, 2018;
104. Diampoc v. Buenaventura, G.R. No. 200383; Mar. 19, 2018;
105. Ong v. BPI Family Savings Bank, G.R. No. 208638, January 24, 2018;
(Asares, Francis)
106. G Holdings, Inc. v. Cagayan Electric, G.R. No. 226213; September 27, 2017;
Doctrine:
Only the voidable and unenforceable contracts are defective contracts and are the only ones susceptible of
ratification unlike the rescissible ones which suffer from no defect and the void or inexistent contracts which do not exist and
are absolute nullity.
Facts:
Cagayan Electric Power and Light Company, Inc. (CEPALCO), which operates a light and power distribution system in
Cagayan de Oro City, supplied power to the ferro-alloy smelting plant of Ferrochrome Philippines, Inc. (FPI) at the
PHIVIDEC Industrial Estate in Tagoloan, Misamis Oriental. Thereafter, FPI defaulted in the payment of the electric bills. For
failure to pay FPI's outstanding bills, CEPALCO disconnected the electric power supply to FPI and sent a statement of
account with P30,147,835.65 unpaid bills plus 2% monthly surcharge, CEPALCO filed a collection suit against FPI before
the Regional Trial Court of Pasig City (RTC-Pasig).
RTC-Pasig rendered a Decision in favor of CEPALCO, however, FPI appealed the Decision of the RTC-Pasig to the CA and
in the meantime CEPALCO moved for execution pending appeal, which was granted by RTC-Pasig. Sheriff Renato B. Baron
(Baron) of RTC-Pasig then issued notices of levy upon personal and real properties and notices of sale on execution of
personal and real properties. Thereafter, the CA issued an initial TRO and in its Resolution and then a writ of preliminary
injunction in its Resolution, enjoining the implementation of the Order granting execution pending appeal.
Later, G. Holdings, Inc. (GHI) filed a case against Sheriff Baron, CEPALCO and FPI for Nullification of Sheriff's Levy on
Execution and Auction Sale, Recovery of Possession of Properties and Damages before the RTC-CDO. GHI claimed that
the levied ferro-alloy smelting facility, properties and equipment are owned by it as evidenced by a Deed of Assignment
executed by FPI in consideration of P50,366,926.71. CEPALCO then filed its answer and contended that the Deed of
Assignment was null and void for being absolutely simulated and, as a dacion en pago, it did not bear the conformity of the
creditor. Thereafter, RTC-CDO rendered a decision in favor of CEPALCO against GHI which was affirmed by the CA.
Issue:
Held:
NO. The Supreme Court ruled that Under Article 1345 of the Civil Code, simulation of a contract may be absolute,
when the parties do not intend to be bound at all, or relative, when the parties conceal their true agreement. The former is
known as contracto simulado while the latter is known as contracto disimulado. An absolutely simulated or fictitious contract
is void while a relatively simulated contract when it does not prejudice a third person and is not intended for any purpose
contrary to law, morals, good customs, public order or public policy binds the parties to their real agreement. The lack of
intention on the part of FPI to divest its ownership and control of "all of its properties, equipment and facilities, located in
Phividec Industrial Estate, Tagoloan, Misamis Oriental" in spite of the wordings in the Deed of Assignment that FPI
"assigned, transferred, ceded and conveyed them x x x absolutely in favor of GHI" is evident from the letter which reveals
the true intention of FPI and GHI. Thus, in executing the Deed of Assignment, FPI's intention was not to transfer absolutely
the assigned assets to GHI in payment of FPI's obligations to GHI amounting to P50,366,926.71. Hence, the Deed of
Assignment is inexistent for being absolutely simulated or fictitious.
107. Almeda v. Heirs of Almeda, G.R. No. 194189; Sept. 14, 2017;
108. Encarnacion Construction v. Phoenix Ready Mix Concrete, G.R. No. 225402, Sept. 4, 2017;
109. Tankeh v. Development Bank of the Philippines, G.R. No. 171428, November 11, 2013;
110. Malbarosa v. CA, G.R. 125761, Apr. 30, 2003;
(Shannin Mae)
111. Gochan v. Heirs of Baba, G.R. 138945, Aug. 19, 2003;
Petitioner: Felix Gochan and Sons Realty Corporation and St. Lucia Realty and Development
Corporation
Respondent: Heirs of Raymundo Baba, represented by Attorney-in-fact Virginia Sumalinog
Doctrine:
Article 1318 of the Civil Code provides for the requisites of a contract. The absence of any of such
essential requisites renders the contract inexistent and an action or defense to declare said
contract void ab initio does not prescribe, pursuant to Article 1410 of the same Code.
Facts:
The lot in dispute is part of the conjugal property of spouses Raymundo Baba and Dorotea Inot
and was originally titled in the name of Inot. After Raymundo’s demise in 1947, an extrajudicial
settlement of his estate, including the lot, was executed. With this, one-half undivided portion of
the lot was adjudicated in favor of Dorotea, and the other half divided between his two (2)
children, Victoriano and Gregorio.
Dorotea, Victoriano and Gregorio, sold the lot to petitioner Felix Gochan and Sons Realty
Corporation. Consequently, title was issued in favor of Gochan Realty. Sometime in 1995, the latter
entered into a joint venture agreement with Sta. Lucia Realty and Development Corporation Inc.
for the development of the lot into a subdivision.
Meanwhile, respondents Baba, filed a complaint for quieting of title and reconveyance with
damages against petitioners. They allege that they are among the seven (7) children of Dorotea
Inot and Reymundo Baba; that petitioners connived with Dorotea, Inot, Victoriano and Gregorio
Baba in executing the extrajudicial settlement and deed of sale which fraudulently deprived them
of their hereditary share; and that said transactions are void, because they never consented to
the said sale and extrajudicial settlement, which came to their knowledge barely a year prior to
the filing of the complaint.
Their action seeks to declare the said deeds as inexistent for lack of consent, which is an element
for the existence of a contract.
Issue:
Whether or not there exists a cause of action to declare the inexistence of the contract of sale
with respect to the shares of respondents in a lot, on the ground of absence of any of the
essential requisites of a valid contract
Held:
No. Under Art. 1318 of the Civil Code, there is no contract unless the following requisites concur: (1)
consent of the contracting parties; (2) object certain which is the subject matter of the contract;
(3) cause of the obligation. With this, the absence of any of these essential requisites renders the
contract inexistent and an action or defense to declare the said contract void ab initio and the
action does not prescribe, pursuant to Art. 1410 of the Civil Code.
In the case at bar, it involved a fraudulent sale and extrajudicial settlement of a lot executed
without the knowledge and consent of some of the co-owners. It was held that the sale of the
realty is void in so far as it prejudiced the shares of the said co-owners and that the issuance of a
certificate of title over the whole property in favor of the vendee does not divest the co-owners of
the shares that rightfully belonged to them. The nullity of the said sale proceeds from the
absence of legal capacity and consent to dispose the property.
Likewise, in the cases decided by the Court, it ruled that conveyances by virtue of a forged
signature or a fictitious deed of sale are void ab initio. The absence of the essential requisites of
consent and cause or consideration in these cases rendered the contract inexistent and the
action to declare their nullity is imprescriptible.
Petition is therefore denied.
112. Montecillo v. Reynes, G.R. 138018, Jul. 26, 2002;
Petitioner: Rido Montecillo
Respondent: Ignacia Reynes and Spouses Redemptor and Elisa Abucay
Doctrine:
The manner of payment of the purchase price is an essential element before a valid and binding
contract can exist. Although the Civil Code does not expressly state that the minds of the parties
must also meet on the terms or manner of payment of the price, the same is needed, otherwise
there is no sale.
Facts:
Respondents Ignacia Reynes and Spouses Abucay filed a complaint for Declaration of Nullity and
Quieting of Title against petitioner Rido Montecillo. Reynes signed a Deed of Sale in favor of
Montecillo in consideration for P47,000 purchase price, payable within one (1) month from the
signing of the Deed of Sale.
In such case, Reynes further alleged that Montecillo failed to pay the purchase price after the
lapse of the one-month period, prompting Reynes to demand from Montecillo the return of the
Deed of Sale. Since Montecillo refused to return the Deed of Sale, Reynes executed a document,
unilaterally revoking the sale and gave a copy of the document to Montecillo.
Subsequently, Reynes signed a Deed of Sale transferring to the Abucay spouses the entire Mabolo
Lot, at the same time confirming the previous sale of a 185-square meter portion of the lot. With
this, respondents, receiving information that the Register of Deeds of Cebu issued a CTC in the
name of Montecillo for the Mabolo Lot, argued that “for lack of consideration, there was no
meeting of the minds” between Reynes and Montecillo. Thus, the RTC should declare null and void
ab initio Montecillo’s Deed of Sale, and order the cancellation of CTC in the name of Montecillo.
Issue:
Whether or not the failure of Montecillo to pay the P47,000.00 as consideration for the lot,
prevented the existence of the contract
Held:
Yes. the SC holds that the failure of Montecillo to pay the purchase price of the lot ceases the
contract to exist.
Montecillo’s arguments are untenable. It is clear from the Deed of Absolute Sale that such sale of
land is supported by a valuable consideration. In addition, based on the evidence presented by
both Reynes and Montecillo, the RTC found that Montecillo never paid to Reynes, and Reynes
never received from Montecillo the P47,000.00 purchase price. There was indisputably a total
absence of consideration contrary to what is stated in the Montecillos Deed of Sale.
This is not merely a case of failure to pay the purchase price, as Montecillo claims, which can only
amount to a breach of obligation with rescission as the proper remedy. What we have here is a
purported contract that lacks a cause - one of the three essential requisites of a valid contract
under Article 1318 of the Civil Code. Failure to pay the consideration is different from lack of
consideration. The former results in a right to demand the fulfillment or cancellation of the
obligation under an existing valid contract, while the latter prevents the existence of a valid
contract.
Where the deed of sale states that the purchase price has been paid but in fact has never been
paid, the deed of sale is null and void ab initio for lack of consideration. A contract of sale is void
and produces no effect whatsoever where the price, which appears thereon as paid, has in fact
never been paid by the purchaser to the vendor. Such sale is non-existent or cannot be
considered consummated.
The manner of payment of the purchase price is an essential element before a valid and
binding contract can exist. Although the Civil Code does not expressly state that the minds of
the parties must also meet on the terms or manner of payment of the price, the same is
needed, otherwise there is no sale.
One of the three essential requisites of a valid contract is consent of the parties on the object
and cause of the contract. In a contract of sale, the parties must agree not only on the price, but
also on the manner of payment of the price. An agreement on the price but a disagreement on
the manner of its payment will NOT RESULT in consent, thus preventing the existence of a valid
contract for lack of consent. This lack of consent is separate and distinct from lack of
consideration where the contract states that the price has been paid when in fact it has never
never been paid.
Reynes expected Montecillo to pay him directly the P47,000.00 purchase price within one month
after signing the Deed of Sale. On the other hand, Montecillo thought that his agreement with
Reynes required him to pay the P47,000.00 purchase price to Cebu Ice Storage to settle Jayags
mortgage debt. Montecillo also acknowledged a balance of P10,000 in favor of Reynes although
this amount is not stated in the Montecillos Deed of Sale. Thus, there was no consent, or meeting
of minds, between Reynes and Montecillo on the manner of payment. This prevented the
existence of a valid contract because of lack of consent.
In summary, Montecillos Deed of Sale is null and void ab initio not only for the lack of
consideration, but also for lack of consent. The cancellation of the TCT in the name of Montecillo is
in order, as there was no valid contract transferring ownership of the Mabolo Lot from Reynes to
Montecillo.
Petition is denied.
113. Heirs of Romana Ingjug-Tiro v. Casals, G.R. No. 134718, Aug. 20, 2001, 363 SCRA 435;
Petitioner: Heirs of Romana Ingjug-Tiro; Bedesa, Pedro, Rita all surnamed Tiro, and Barbara Tiro
(deceased) represented by Norma Saramosing, Heirs of Francisco Injug; and Heirs of
Injug-Fuentes
Respondent: Spouses Leon V. Casals and Lilia C. Casals, Spouses Carlos L. Climaco and Lydia R.
Climaco
Doctrine: Aequetas nunguam contravenit legis. T
he positive mandate of Article 1410 of the New
Civil Code, conferring imprescriptibility to actions for declaration of the inexistence of a
contract should preempt and prevail over all abstract arguments based only on equity.
Certainly, laches cannot be set up to resist the enforcement of an imprescriptible legal right,
and petitioners can validly vindicate their inheritance despite the lapse of time.
Facts:
During the Second World War, Mamerto Injug died leaving behind the subject parcel of land in his
name as owner in fee simple. Upon his death, the title of such land devolved upon his five (5)
children. More than two decades later, the heirs of Injug sold the disputed land to respondents.
The vendors allegedly represented to the vendees that the property was inherited by them from
the late Mamerto Injug, and that they were his only surviving heirs. The sale was evidenced by a
Deed of Sale of Unregistered Land and an Extrajudicial Settlement and Confirmation of Sale, which
was executed by the vendors in favor of the vendees.
However, petitioners (heirs of Romana Injug), challenged respondent’s ownership of the property
by filing a complaint for partition, recovery of ownership and possession, declaration of nullity
of the said Deed of Sale against respondents. The petitioners alleged that they only discovered in
1990 that the property had already been sold and titled to respondents, and that respondents
refused, despite repeated demands, to deliver and return to them their shares in the property.
Petitioners also prayed that the Deed of Sale of Unregistered Land, as well as the Extrajudicial
Settlement and Confirmation Sale be nullified to the extent of petitioner’s shares in the property.
The RTC dismissed the complaint. The CA affirmed the Decision of the RTC. Petitioners now seek a
review of the CA’s Decision.
Issue:
Whether petitioner’s right to institute a complaint for partition and reconveyance is effectively
barred by prescription and laches
Held:
The SC grants the petition. It should be noted that the RTC dismissed the complaint based on
prescription and laches alone without taking into consideration the other issue raised by the
petitioners concerning the validity of the contract and bearing on the matter of prescription.
Article 1458 of the New Civil Code provides: “By the contract of sale one of the contracting parties
obligates himself of transfer the ownership of and to deliver a determinate thing, and the other
to pay therefore a price certain in money or its equivalent.”
Consequently, respondents could not have acquired ownership over the land to the extent of the
shares of petitioners. The issuance of a certificate of title in their favor could not vest upon them
ownership of the entire property; neither could it validate the purchase thereof which is null and
void.
In actions for reconveyance of the property predicated on the fact that the conveyance
complained of was null and void ab initio, a claim of prescription of action would be unavailing.
The action or defense for the declaration of the inexistence of a contract does not prescribe.
Neither could laches be invoked in the case at bar. Laches i s a doctrine in equity and our courts
are basically courts of law and not courts of equity. Equity, which has been aptly described as
“justice outside legality,” should be applied only in the absence of, and never against, statutory
law. Aequetas nunguam contravenit legis. T he positive mandate of Article 1410 of the New Civil
Code, conferring imprescriptibility to actions for declaration of the inexistence of a contract
should preempt and prevail over all abstract arguments based only on equity. Certainly, laches
cannot be set up to resist the enforcement of an imprescriptible legal right, and petitioners can
validly vindicate their inheritance despite the lapse of time.
Petition is granted.
114. Delos Reyes v. CA, 372 Phil. 522 (1999);
Petitioner: Claudio Delos Reyes and Lydia Delos Reyes
Respondent: The Hon. Court of Appeals and Daluyong Gabriel, substituted by his heirs
Doctrine:
The legal capacity of the parties is an essential element for the existence of the contract, because
it is an indispensable condition for the existence of consent. There is no effective consent in law
without the capacity to give such consent. In other words, legal consent presupposes capacity.
Thus, there is said to be no consent, and consequently, no contract when the agreement is
entered into by one in behalf of another who has never given him therefor unless he has by law a
right to represent the latter.
Facts:
Private respondent Daluyong Gabriel (deceased) was the registered owner of a parcel of land
situated in Barrio Magugpo, Tagum, Davao Del Norte, having acquired the same by hereditary
succession sometime in 1974 as one of the children and heirs of the late Maximo Gabriel.
Daluyong’s sister, Maria Rita Gabriel de Rey acted as administratrix of the said parcel of land and
took charge of collecting the rentals for those portions which have been leased to certain tenants.
Sometime in 1985, Daluyong Gabriel sent his son Renato Gabriel to Tagum reportedly with
instructions, to take over from Maria Rita G. de Rey as administrator of the said parcel of land.
Upon agreement of the parties, the 1985 Contract of Lease covering the portion of the said land
was novated and replaced by a Contract of Lease. Such contract was executed between Renato
as Lessor and Lydia de los Reyes as lessee. The term of the lease was six (6) years.
Sometime in November 1987, during the effectivity of the lease contract, Lydia de los Reyes
verbally agreed to buy the 250 square meters (including the 176 square meters leased by her),
and thereafter an additional fifty (50) square meters or a total of three hundred (300) square
meters of Daluyong Gabriel’s registered property at three hundred pesos (P300.00) per square
meter, or for a total amount of P90,000.00. Receipt of the payment of the purchase price was
made in several installments by Lydia and was acknowledged by Renato as evidenced by official
receipts issued and signed by him.
Acting on the information given by his daughter Maria Luisa Gabriel Estaban upon the latter’s
return from a trip to Tagum that spouses de los Reyes were constructing a two-storey building
on a portion of his land, Daluyong Gabriel, through his lawyer, sent a letter to spouses de los
Reyes, demanding that they cease and desist from continuing with their construction and to
immediately vacate the premises, asserting that the construction was unauthorized and that
their occupancy of the subject portion was not covered by any lease agreement.
As a result of the said incident, Daluyong Gabriel commenced an action against spouses de los
Reyes for the recovery of the subject portion of the land before the RTC of Tagum, Davao Del
Norte. In his complaint, Daluyong maintained that his son Renato was never given the
authority to lease nor to sell any portion of his land as his instruction to him was to merely
collect the rental fees.
The RTC rendered a Decision in favor of spouses de los Reyes. On appeal by the Gabriels, the CA
reversed and set aside the Decision of the RTC. Hence, this petition.
Issue: Whether or not the verbal agreement which petitioners entered into with private
respondent Renato Gabriel in 1987 involving the sale of the three hundred (300) square meter
portion of land registered in the name of Renato’s late father Daluyong Gabirle is valid and
enforceable contract of sale of real property
Held:
No. The SC agrees with the conclusion of the CA that Renato Gabriel was neither the owner of the
subject property nor a duly designated agent of the registered owner (Daluyong Gabriel)
authorized to sell subject property in his behalf, and there was also no sufficient evidence
adduced to show that Daluyong Gabriel subsequently ratified Renato’s act. In this connection, it
must be pointed out that pursuant to Article 1874 of the Civil Code, when the sale of a piece of
land or any interest therein is through an agent, the authority of the latter shall be in writing;
otherwise, the sale shall be void. In other words, for want of capacity (to give consent) on the
part of Renato Gabriel, the oral contract of sale lacks one of the essential requisites for its
validity prescribed under Article 1318, and is therefore null and void ab initio.
By law, a contract of sale is perfected at the moment there is a meeting of minds upon the thing
which is the object of the contract and upon the price. It is a consensual contract which is
perfected by mere consent. Once perfected, the contract is generally binding in whatever form
(written or oral) it may have been entered into provided the three (3) essential requisites for its
validity prescribed under Article 1318 are present. Foremost of these requisites is the consent
and the capacity to give consent of the parties to the contract. The legal capacity of the parties
is an essential element for the existence of the contract, because it is an indispensable
condition for the existence of consent. There is no effective consent in law without the capacity
to give such consent. In other words, legal consent presupposes capacity. Thus, there is said to
be no consent, and consequently, no contract when the agreement is entered into by one in
behalf of another who has never given him therefor unless he has by law a right to represent
the latter. It has also been held that if the vendor is not the owner of the property at the time of
the sale, the sale is null and void, because a person can sell only what he owns or is authorized
to sell. One exception is when a contract entered into in behalf of another who has not
authorized it, becomes valid and binding against him and he is estopped to question is legality.
Petitioner’s contention that although at the time of the alleged sale, Renato Gabriel was not yet
the owner of the subject portion of the land, after the death of Daluyong Gabriel, he (Renato)
became the owner and acquired title thereto by way of hereditary succession which title passed
by operation of law to petitioners pursuant to Article 1434 of the Civil Code is not tenable. This is
because, Daluyon donated the entire lot to his daughter, Maria Rita and the property is now
covered under her name. This means that when Daluyong died, he was no longer the owner of
the subject property. Accordingly, Renato never acquired ownership or title over any portion of
said property as one of the heirs of Daluyong.
However, CA failed to consider the undisputed fact pointed out by the RTC that petitioners had
already performed their obligation under subject oral contract of sale (completing their
payment of P90.000.00 representing the purchase price of the 300-square meter portion of
land). According to jurisprudence, if a void contract has been performed, the restoration of
what has been given is in order. The relationship between parties in any contract even if
subsequently voided must always be characterized and punctuated in good faith and fair
dealing. Hence, for the sake of justice and equity, and in consonance with the salutary principle
of non-enrichment at another’s expense, private respondent Renato Gabriel should be ordered
to refund to petitioners the amount of P90.000.00 which they have paid to and receipt of which
was duly acknowledge by him.
Decision of the CA is affirmed.
115. Lacsamana v. CA, 351 Phil. 526 (1998);
Petitioner: Nestor Lacsamana, *El Dorado Plantation, Inc., LBJ Development Corporation and Conrad C.
Leviste
Respondent: CA, Ester Gaitos Robles, Leon Gaitos Robles and Dulce Clara Robles
Doctrine: An action for reconveyance based on a void contract is imprescriptible.
Facts:
On April of 1965, Amparo sold her one-half (½) undivided share to El Dorado Corporation (El Dorado). A TCT
was issued in the names of El Dorado and Leon Robles as co-owners. In September of 1969, Leon Robles died
and was survived by his wife Ester and two (2) children as his sole heirs. However, in a Deed of Absolute Sale
dated July of 1971, Leon Robles purportedly with the marital consent of his wife, sold his one-half (½) undivided
share to one Lacasamana. Nine (9) years later, the Deed of Absolute Sale was registered in the Register of
Deeds of Lipa City by one Gonzales. Consequently, the TCT in the names of El Dorado and Leon Robles was
cancelled, and a new TCT was issued in the names of El Dorado and Lacsamana.
Lacsaman purportedly sold his one-half (½) share to LBJ Development Corporation represented by its
President, Leviste. A certain Lumanglas registered the deed of sale in the RD, resulting to the the cancellation of
the TCT of El Dorado and Lacsaman, and the issuance of a new TCT in the names of El Dorado and LBJ. In 1982,
LBJ became the owner of the entire lot when El Doraodo sold to it its one-half share for consideration.
Consequently, the latest TCT was cancelled and new TCTs were issued in the name of LBJ.
This prompted the surviving heirs of Leon Robles to file a complaint before the RTC of Lipa City against
Lacasaman, El Dorado, LBJ and Leviste for the recovery of one-half undivided share of Leon in the subject lot,
and the cancellation of the TCTs in the name of LBJ. The complaint alleged that the signature of Leon Robles in
the Deed of Absolute Sale in favor of Lacsamana was forged, as Leon was already dead at the time of the
alleged sale.
The RTC rendered judgment in favor of plaintiffs, holding that defendant LBJ is not a purchaser in good faith.
The RTC then ordered the cancellation of all present titles covering the subject lot, and to reinstate the TCT in
the names of Leon Robles and El Dorado Plantation, Inc.
The CA affirmed the findings and conclusions of the RTC.
Issue: Whether or not the action instituted by private respondents is barred by reason of laches
Held: The petition is denied. The questioned decision of respondent CA affirming the Decision of RTC LIpa City
is affirmed.
The SC affirms the Decision of the CA. On the issue of prescription, the SC agrees that the present action has
not yet prescribed because the right to file an action for reconveyance on the ground that the certificate of
title was obtained by means of a fictitious deed of sale is virtually an action for the declaration of its nullity,
which action does not prescribe. Hence, the fact that the alleged sale took place in 1971 and the action to have
it declared void or inexistent was filed in 1983 is of no moment. To reiterate, an action for reconveyance based
on a void contract is imprescriptible.
Neither can the defense of laches be sustained. The SC cannot see how private respondents may be
considered guilty of laches. It should be noted that private respondents, upon learning that the relevant
portion of Lot No. 13535 was no longer registered in the name of Leon, immediately caused an investigation to
be made for the purpose of finding out the author and the circumstances behind the execution of the fictitious
1971 Deed of Absolute Sale. Thus, in less than two months after it was discovered by the NBI that Lacsamana
was in fact a fictitious/non-existent person, private respondents through their attorney-in-fact instituted in
1983, the present action, barely three years and nine months after the fraudulent registration on January 22,
1980. Thus, it is said, that the concept of laches is not considered with the lapse of time, but only with effect of
unreasonable lapse.
(Bobadilla, Isabella)
116. Laudico v. Arias, 43 Phil. 270
Chapter 3. Form of Contracts.
117. Gallardo v. IAC, G.R. L-67742, Oct. 29, 1987;
118. Dauden-Hernaez v. Delos Angeles, G.R. L-27010, Apr. 30, 1969
Chapter 4. Reformation of Instruments.
119. Makati Tuscany Condominium v. Multi-Realty Development Corporation, G.R. No. 185530, April
18, 2018;
120. Naga Telephone v. CA, G.R. No. 107112 Feb. 24, 1994
Chapter 5. Interpretation of Contracts.
(NEXT PERSON)
121. Reyes v. BANCOM Dev’t. Corp., G.R. No. 190286, Jan. 11, 2018;
122. WERR Corp. V. Highlands Prime, G.R. 187543, Feb. 8, 2017;
123. Stronghold v. Stroem, G.R. No. 204869, Jan. 21, 2015.
Chapter 6. Rescissible Contracts.
124. Republic v. David, G.R. No. 155634, Aug. 16, 2004;
125. Equatorial Realty v. Mayfair Theatre, G.R. No. 106063, Nov. 21, 1996;
(NEXT PERSON)
126. Bocaling v. Bonnevie, G.R. No. 86150, Mar. 2, 1992;
127. Air France v. CA, G.R. No. L-57339, Dec. 29, 1983
Chapter 7. Voidable Contracts.
128. Joseph Harry Walter Poole-Blunden v. Union Bank of the Philippines, G.R. No. 205838; Nov. 29,
2017;
129. Binua v. Ong, G.R. 207176, June 18, 2014;
130. Ramos v. Obispo, G.R. No. 193804, Feb. 27, 2013;
(NEXT PERSON)
131. Colonel v. Constantino, G.R. 121069, Feb. 7, 2003;
132. Serra v. CA, G.R. No. 103338, Jan. 4, 1994
Chapter 8. Unenforceable Contracts.
133. San Miguel Properties v. BF Homes, G.R. 169343, Aug. 5, 2015;
134. Swedish Match v. Court of Appeals, 483 Phil. 735 (2004);
135. Averia v. Averia, G.R. NO. 141877, Aug. 13, 2004.
Chapter 9. Void or Inexistent Contracts.
136. Fornilda v. RTC, G.R. No. 72306, Oct. 6, 1988;
137. Tongoy v. CA, G.R. No. L-45645, June 28, 1983;
138. Philippine Banking Corp. V. Lui She, G.R. No. L-17587 September 12, 1967;
139. Rodriguez v. Rodriguez, G.R. No. L-23002, July 31, 1967;
140. Angeles v. Court of Appeals, G.R. No. L-11024. January 31, 1958;
141. Liguez v. Court of Appeals, G.R. No. L-11240, Dec. 18, 1957;