G.R. No.
155223 April 4, 2007 Petitioner gave Respondent a TCT in the name of IMRDC
BOBIE ROSE V. FRIAS, represented by her Attorney-in-
fact, MARIE F. FUJITA, Petitioner,
vs.
FLORA SAN DIEGO-SISON, Respondent.
FACTS:
Petitioner owned a house and lot located in
Muntinlupa, which she acquired from Island Masters
Realty and Development Corporation (IMRDC).
Petitioner and Respondent Dra. San Diego-Sison
entered into a MOA with the following terms:
1. Respondent has six months from the date of
execution of this contract to notify Petitioner of her
intention to purchase the subject property with
improvements at the price of P6.4M. Upon notice,
Respondent will have another 6 months to pay the
remaining balance of P3.4M.
2. Prior to the 6 month period given to Respondent,
within which to decide WoN to purchase the subject
property, Petitioner may offer the property to other
persons interested, provided that the same amount of
P3M given to Petitioner by Respondent shall be paid to
Respondent, including interest based on prevailing
compounded bank interest plus the amount of the sale
in excess of P7M should the property be sold at a price
more than P7M.
3. In case Petitioner finds no other buyer within the first
6 months from the execution of this contract, no
interest shall be charged by the Respondent on the
P3M. However, in the event that on the sixth month,
the Respondent would not decide to purchase the
aforementioned property, Petitioner has a period of
another six months within which to pay the sum of
P3M, provided that the said amount shall earn
compounded bank interest for the last six months only.
Under this circumstance, the amount of P3M given by
Respondent shall be treated as a loan and the property
shall be considered as the security for the mortgage
which can be enforced in accordance with law.
Petitioner received from Respondent P2M in cash and
P1M in a post-dated check dated February 28, 1990,
instead of 1991, which rendered said check stale.
and the Deed of Absolute Sale over the property.
Respondent decided not to purchase the property and
notified Petitioner through a letter dated March 20,
1991, which Petitioner received only on June 11, 1991,
reminding Petitioner of their agreement that the
amount of P2M which Petitioner received from
Respondent should be considered as a loan payable
within 6 months. Petitioner failed to do so.
Respondent filed a complaint for sum of money with
the RTC.
ISSUE-HELD:
WoN the compounded bank interest should be limited
to 6 months as contained in the MOA – NO
SC held there is no error in awarding a 25% interest per
annum on the P2M loan even beyond the second six
months stipulated period.
GR: If the terms of an agreement are clear and leave no
doubt as to the intention of the contracting parties, the
literal meaning of its stipulations shall prevail.
“for the last six months only”
Agreement speaks of two periods:
 First period: given to Respondent to decide
whether or not to buy the property
 Second period: given to Petitioner to pay the
P2M loan in the event that Respondent decided
not to but the property in which case, interest
wil be charged for the last six months only,
referring to the second six month period.
However this does not mean interest will no longer be
charged after the second six month period, if it wasn’t
paid yet. Logically, the monetary interest for the last six
months would accrue until actual payment of the
loaned amount.
Other issues:
Is Respondent entitled to moral and exemplary
damages? YES
Is Respondent entitled to attorney's fees? NO