Professional Documents
Culture Documents
BALANE
Article 1157
Art. 1157. Obligations arise from:
(1)
Law;
(2)
Contracts;
(3)
Quasi-contracts;
(4)
Acts or omissions punished by law; and
(5)
Quasi-delicts. (1089a)
2014A
The above considerations show that Sagrada-appellee's claim for rentals before it obtained the judgment annulling the sale of
the Taiwan Tekkosho may not be predicated on any negligence or offense of the NaCoCo, or any contract, express or implied,
because the Allien Property Administration was neither a trustee of Sagrada-appellee, nor a privy to the obligations of the
Taiwan Tekkosho, its title being based by legal provision of the seizure of enemy property. We have also tried in vain to find a
law or provision thereof, or any principle in quasi contracts or equity, upon which the claim can be supported. On the contrary,
as NaCoCo entered into possession without any expectation of liability for such use and occupation, it is only fair
and just that it may not be held liable therefor. And as to the rents it collected from its lessee, the same should accrue to it
as a possessor in good faith, as this Court has already expressly held.
Article 1159
DOCTRINE
Obligations must arise from any of the four sources of obligations, namely, law, contract or quasi-contract, crime, or
negligence.
DOCTRINE
A party under contract is, in law, liable to its customer for the damages caused the customer's car, which had been entrusted
into its custody. The party is therefore justified in law 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. 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
Facts:
This is an action to recover the possession of a piece of real property (land and warehouses) made by Sagrada. It owned a
land in Pandacan, in whose name the title was registered before the war. During the Japanese military occupation, the land
was acquired by a Japanese corporation (Taiwan Tekkosho) for the sum of P140,00, and thereupon title thereto issued in its
name. After liberation, the Alien Property Custodian of the United States of America (APCA) took possession, control, and
custody thereof under the Trading with the Enemy Act for the reason that it belonged to an enemy national. APCA let the
Copra Export Management Company occupy it under a custodianship agreement and when it vacated the property, said
property was occupied by NaCoCo.
Peoples Car Inc (Peoples) contracted Commonado Security Agency (Commonado) under a Guard Service Contract. A guard
under contract, while on duty, took out a customers car [Joseph Luy] for a joyride. While driving along JP Laurel St, Davao
City, the guard lost control of the car and the car fell into a ditch. The car guard was charged with qualified theft and the car
and company sustained damages amounting to P8,489.
[So its like this: Sagrada Japanese Corp US Custodian Copra Export NaCoCo]
Davao RTC held for Commonado and limited award of damages to P1,000.00 based on the contract. RTC also commented
that if the situation was one falling on par. 5, Peoples should have insisted and not paid the damages to Luy, and told him
instead to bring a case where Commonado would be become a party through a third-party complaint or as a co-defendant.
The Philippine Government made representations with the Office Alien Property Custodian for the use of property by the
Government. NaCoCo was authorized to repair the warehouse on the land. NaCoCo leased one-third of the warehouse to one
Dioscoro Sarile at a monthly rental of P500, which was later raised to P1,000 a month. Sarile did not pay the rents, so action
was brought against him. It is not shown, however, if the judgment was ever executed.
Peoples Car Inc claims that the security agency is liable under paragraph 5 of their contract 1 as they assumed the sole
responsibility for the acts done during their watch hours by the guards. Commondao countered that under the contract their
liability shall not exceed P1,000.00 per guard post (par. 4).
ISSUE/S
Sagrada made claim to the property before the Alien Property Custodian of the United States, but it was denied so it went to
the CFI to annul the sale of property of Taiwan Tekkosho it was executed under threats, duress, and intimidation, and recover
its possession. The Republic of the Philippines was allowed to intervene in the action. The court rendered judgment releasing
the NaCoCo and the Republic from liability, but reversing to Sagrada the right to recover from NaCoCo reasonable rentals for
the use and occupation of the premises.
HELD
The present action is to recover the reasonable rentals from the date when the NaCoCo began to occupy the premises, to the
date it vacated it. NaCoCo says, Wait, CFI said were released from liability so Imma pay you rentals starting from the date of
judgement only. Now on this issue, trial court said plaintiff has always been the owner since the sale to the Japanese buyer
was void. Hence, since NaCoCo has used the property and had subleased portion thereof, it must pay reasonable rentals for
its occupation.
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. 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."
Issue/Held:
Does NaCoCo have the obligation to pay rentals to Sagrada from the day it started occupying the premises? No.
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.
Ratio:
Obligations must arise from any of the four sources of obligations, namely, law, contract or quasi-contract, crime, or
negligence. There was also no privity (of contract or obligation) between the APCA and the Japanese buyer, which had
secured the possession of the property from the Sagrada by the use of duress, such that the APC or its NaCoCo may be held
responsible for the supposed illegality of the occupation of the property by the said Japanese corporation. The APCA had the
control and administration of the property not as successor to the interests of the enemy holder of the title but by express
provision of law (Trading with the Enemy Act).
The claim or rentals cannot be made against NaCoCo. There was no agreement between the Alien Property Custodian and
the NaCoCo for the latter to pay rentals on the property. The existence of an implied agreement to that effect is contrary to the
circumstances. The copra Export Management Company, which preceded the NaCoCo, in the possession and use of the
property, does not appear to have paid rentals therefor, as it occupied it by what the parties denominated a "custodianship
agreement," and there is no provision therein for the payment of rentals or of any compensation for its custody and or
occupation and the use. The Trading with the Enemy Act, as originally enacted, was purely a measure of conversation, hence,
it is very unlikely that rentals were demanded for the use of the property. When the National coconut Corporation succeeded
the Copra Export Management Company in the possession and use of the property, it must have been also free from payment
of rentals, especially as it was Government corporation, and steps where then being taken by the Philippine Government to
secure the property for the National Coconut Corporation. So that the circumstances do not justify the finding that there was an
implied agreement that the NaCoCo was to pay for the use and occupation of the premises at all.
NO. Court reversed and awarded the full amount of actual damages.
The limited liability is only applicable is loss or damage was through the negligence of Commondos guards, not when the
guards deliberately disregarded his duty to safeguard Peoples property by taking a customers car out on a joyride.
'Par. 4. Party of the Second Part (defendant) through the negligence of its guards, after an investigation has been
conducted by the Party of the First Part (plaintiff) wherein the Party of the Second Part has been duly represented shall
assume full responsibilities for any loss or damages that may occur to any property of the Party of the First Part for which it is
accountable, during the watch hours of the Party of the Second Part, provided the same is reported to the Party of the Second
Part within twenty-four (24) hours of the occurrence, except where such loss or damage is due to force majeure, provided
however that after the proper investigation to be made thereof that the guard on post is found negligent and that the amount of
the loss shall not exceed ONE THOUSAND (P1,000.00) PESOS per guard post.'
'Par. 5 The party of the Second Part assumes the responsibility for the proper performance by the guards employed, of their
duties and (shall) be solely responsible for the acts done during their watch hours, the Party of the First Part being specifically
released from any and all liabilities to the former's employee or to the third parties arising from the acts or omissions done by
the guard during their tour of duty.' ...
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
In this case, GPS recognized its contractual obligation + admitted that the cargoes were indeed damaged.
o
The law, recognizing the obligatory force of contracts, will not permit a party to be set free from liability for any kind of
misperformance of the contractual undertaking or a contravention of the tenor thereof.
o
A breach upon the contract confers upon the injured party a valid cause for recovering that which may have been lost
or suffered. The remedy serves to preserve the interests of the promisee that may include his "expectation interest,"
which is his interest in having the benefit of his bargain by being put in as good a position as he would have been in
had the contract been performed, or his "reliance interest," which is his interest in being reimbursed for loss caused
by reliance on the contract by being put in as good a position as he would have been in had the contract not been
made; or his "restitution interest," which is his interest in having restored to him any benefit that he has conferred on
the other party.
o
The effect of every infraction is to create a new duty, that is, to make recompense to the one who has been injured
by the failure of another to observe his contractual obligation
EXCEPTION: unless he can show extenuating circumstances, like proof of his exercise of due diligence
(normally that of the diligence of a good father of a family or, exceptionally by stipulation or by law such as
in the case of common carriers, that of extraordinary diligence) or of the attendance of fortuitous event, to
excuse him from his ensuing liability.
In this case, GPS failed to prove it had exercised due diligence/fortuitous event. It merely filed a
demurrer and a motion to dismiss.
FGU vs. DRIVER = Culpa Aquiliana
o
Driver cannot be held liable by virtue of the contract because hes not a party thereto A contract can only bind the
parties who have entered into it or their successors who have assumed their personality or their juridical position
o
res inter alios acta aliis neque nocet prodest2
o
There is also no concrete evidence that driver was negligent = at most, it could claim damages based on culpa
aquiliana but then the negligence of the driver has to be proven, and not just presumed.
(I dont know if well discuss Res Ipsa Loquitur, but Ill put this here just to be safe)
Res Ipsa Loquitur The thing speaks for itself
o
Inference of negligence arises from the circumstances and nature of the occurrence and not from the nature of the
relation of the parties
Thus this may apply regardless if its a contractual obligation or a tort or whatever
From a random Filipino lawfirm website: A contract cannot be binding upon and cannot be enforced against one who is not
a party to it, even if he is aware of such contract and has acted with knowledge thereof. This is called the principle of relativity
of contracts. in wikipedia, it only said its latin for "a thing done between others"
2014A
Its a rule of Evidence(procedural, not substantive. Cant be a source of obligation per se, but merely prove that
there was negligence): it holds a defendant liable where the thing which caused the injury complained of is shown to
be under the latters management and the accident is such that, in the ordinary course of things, cannot be expected
to happen if those who have its management or control use proper care. It affords reasonable evidence, in the
absence of explanation by the defendant, that the accident arose from want of care.
Wikipedia: If someone has an operation and a scalpel was left inside the persons body.
In this case, the fact that the cargoes were damaged when delivered does not speak for itself. There could
have been other causes for the damage which were not proven; nonetheless, the presumption of want of
care arose, not because of res ipsa loquitur but because of the failure to comply with contractual obligation.
o
Resort to the doctrine may be allowed only when
(a) the event is of a kind which does not ordinarily occur in the absence of negligence;
(b) other responsible causes, including the conduct of the plaintiff and third persons, are sufficiently eliminated
by the evidence; and
(c) the indicated negligence is within the scope of the defendant's duty to the plaintiff.
its not applicable in this case because the accident that happened may be attributed to one of several causes.
o
Res ipsa loquitur generally finds relevance whether or not a contractual relationship exists between the plaintiff
and the defendant, for the inference of negligence arises from the circumstances and nature of the occurrence
and not from the nature of the relation of the parties. Nevertheless, the requirement that responsible causes
other than those due to defendants conduct must first be eliminated, for the doctrine to apply, should be
understood as being confined only to cases of pure (non-contractual) tort since obviously the presumption of
negligence in culpa contractual , as previously so pointed out, immediately attaches by a failure of the covenant
or its tenor. In the case of the truck driver, whose liability in a civil action is predicated on culpa acquiliana , while
he admittedly can be said to have been in control and management of the vehicle which figured in the accident, it
is not equally shown, however, that the accident could have been exclusively due to his negligence, a matter that
can allow, forthwith, res ipsa loquitur to work against him.
LRTA V. NAVIDAD, 397 SCRA 75 [2003]
FACTS:
On 14 October 1993, about half an hour past seven oclock in the evening, Nicanor Navidad, then drunk, entered the EDSA
LRT station after purchasing a "token" (representing payment of the fare). While Navidad was standing on the platform near
the LRT tracks, Junelito Escartin, the security guard assigned to the area approached Navidad. A misunderstanding or an
altercation between the two apparently ensued that led to a fist fight. No evidence, however, was adduced to indicate how the
fight started or who, between the two, delivered the first blow or how Navidad later fell on the LRT tracks. At the exact moment
that Navidad fell, an LRT train, operated by petitioner Rodolfo Roman, was coming in. Navidad was struck by the moving train,
and he was killed instantaneously.
On 08 December 1994, the widow of Nicanor, herein respondent Marjorie Navidad, along with her children, filed a complaint
for damages against Junelito Escartin, Rodolfo Roman, the LRTA, the Metro Transit Organization, Inc. (Metro Transit), and
Prudent (Security Agency) for the death of her husband. LRTA and Roman filed a counterclaim against Navidad and a crossclaim against Escartin and Prudent. Prudent, in its answer, denied liability and averred that it had exercised due diligence in
the selection and supervision of its security guards.
Trial court ruled in favor of the heirs of Navidad and held Escartin and Prudent Liable but did not hold LRTA and Roman liable.
The Court of Appeals then modified the decision and held LRTA and Roman liable while relieving Prudent and Escartin. In
exempting Prudent from liability, the court stressed that there was nothing to link the security agency to the death of Navidad.
It said that Navidad failed to show that Escartin inflicted fist blows upon the victim and the evidence merely established the fact
of death of Navidad by reason of his having been hit by the train owned and managed by the LRTA and operated at the time
by Roman. The appellate court faulted petitioners for their failure to present expert evidence to establish the fact that the
application of emergency brakes could not have stopped the train.
ISSUE:
Who should be liable? - LRTA liable
RATIONALE:
Law and jurisprudence dictate that a common carrier, both from the nature of its business and for reasons of public policy, is
burdened with the duty of exercising utmost diligence in ensuring the safety of passengers. The Civil Code, governing the
liability of a common carrier for death of or injury to its passengers, provides: REFER TO ART 1755, 1756, 1759 and 1763
The law requires common carriers to carry passengers safely using the utmost diligence of very cautious persons with due
regard for all circumstances. Such duty of a common carrier to provide safety to its passengers so obligates it not only during
the course of the trip but for so long as the passengers are within its premises and where they ought to be in pursuance to the
contract of carriage. The statutory provisions render a common carrier liable for death of or injury to passengers (a) through the
negligence or wilful acts of its employees or b) on account of wilful acts or negligence of other passengers or of strangers if the
common carriers employees through the exercise of due diligence could have prevented or stopped the act or omission. In
case of such death or injury, a carrier is presumed to have been at fault or been negligent, and by simple proof of injury, the
passenger is relieved of the duty to still establish the fault or negligence of the carrier or of its employees and the burden shifts
upon the carrier to prove that the injury is due to an unforeseen event or to force majeure. In the absence of satisfactory
explanation by the carrier on how the accident occurred, which petitioners, according to the appellate court, have failed to
show, the presumption would be that it has been at fault, an exception from the general rule that negligence must be proved.
The foundation of LRTAs liability is the contract of carriage and its obligation to indemnify the victim arises from the
breach of that contract by reason of its failure to exercise the high diligence required of the common carrier. In the
discharge of its commitment to ensure the safety of passengers, a carrier may choose to hire its own employees or avail itself
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
2014A
The choice is with the plaintiff who makes known his cause of action in his initiatory pleading or complaint, 21 and not with the
defendant who can not ask for the dismissal of the plaintiff's cause of action or lack of it based on the defendant's perception
that the plaintiff should have opted to file a claim under Article 103 of the Revised Penal Code. Under Article 2180 of the Civil
Code, the liability of the employer is direct or immediate. It is not conditioned upon prior recourse against the negligent
employee and a prior showing of insolvency of such employee. 22
Here, the complaint sufficiently alleged that the death of the couple's minor son was caused by the negligent act of the
petitioners' driver; and that the petitioners themselves were civilly liable for the negligence of their driver for failing "to exercise
the necessary diligence required of a good father of the family in the selection and supervision of [their] employee, the dri ver,
which diligence, if exercised, would have prevented said accident."
Besides, it is worthy to note that the petitioners, in their Answer with Compulsory Counter-Claim,24 repeatedly made mention of
Article 2180 of the Civil Code and anchored their defense on their allegation that "they had exercised due diligence in the
selection and supervision of [their] employees." The Court views this defense as an admission that indeed the petitioners
acknowledged the private respondents' cause of action as one for quasi-delict under Article 2180 of the Civil Code.
All told, Civil Case No. 99-10845 is a negligence suit brought under Article 2176 - Civil Code to recover damages primarily
from the petitioners as employers responsible for their negligent driver pursuant to Article 2180 of the Civil Code. The
obligation imposed by Article 2176 is demandable not only for one's own acts or omissions, but also for those of persons for
whom one is responsible. Thus, the employer is liable for damages caused by his employees and household helpers acting
within the scope of their assigned tasks, even though the former is not engaged in any business or industry.
Article 1161
Art. 1161. Civil obligations arising from criminal offenses shall be governed by the penal laws, subject to
the provisions of Article 2177, and of the pertinent provisions of Chapter 2, Preliminary Title, on Human
Relations, and of Title XVIII of this Book, regulating damages. (1092a)
Thenafter, the spouses Vallejera filed a complaint 3 for damages against the petitioners as employers of the deceased driver,
basically alleging that as such employers, they failed to exercise due diligence in the selection and supervision of their
employees.
The defendant petitioners filed a Motion to Dismiss, principally arguing that the complaint is basically a "claim for subsidiary
liability against an employer" under the provision of Article 103 5 of the Revised Penal Code. Prescinding therefrom, they
contend that there must first be a judgment of conviction against their driver as a condition sine qua non to hold them
liable. Ergo, since the driver died during the pendency of the criminal action, the sine qua non condition for their subsidiary
liability was not fulfilled, hence the of lack of cause of action on the part of the plaintiffs. They further argue that since the
plaintiffs did not make a reservation to institute a separate action for damages when the criminal case was filed, the damage
suit in question is thereby deemed instituted with the criminal action. which was already dismissed.
The trial court denied the motion to dismiss for lack of merit. The petitioner then went to the CA which affirmed the denial of the
motion; hence, this recourse to the SC.
ISSUE:
Whether the spouses Vallejeras' cause of action in Civil Case No. 99-10845 is founded on Article 103 of the Revised Penal
Code (subsidiary liability in criminal actions), as maintained by the petitioners, or derived from Article 2180 10 of the Civil Code
(quasi delict). Action was based on quasi-delict.
COURTS RULING:
Nothing in the foregoing allegations suggests, even remotely, that the herein petitioners are being made to account for their
subsidiary liability under Article 103 of the Revised Penal Code. Admittedly though, the complaint did not explicitly state that
plaintiff Vallejeras were suing the defendant petitioners for damages based on quasi-delict. Clear it is, however, from the
allegations of the complaint that quasi-delict was their choice of remedy against the petitioners. To stress, the plaintiff spouses
alleged in their complaint gross fault and negligence on the part of the driver and the failure of the petitioners, as employers, to
exercise due diligence in the selection and supervision of their employees. The spouses further alleged that the petitioners are
civilly liable for the negligence/imprudence of their driver since they failed to exercise the necessary diligence required of a
good father of the family in the selection and supervision of their employees, which diligence, if exercised, could have
prevented the vehicular accident that resulted to the death of their 7-year old son.
Section 2, Rule 2, of the 1997 Rules of Civil Procedure defines cause of action as the "act or omission by which a party
violates the right of another." Such act or omission gives rise to an obligation which may come from law,
contracts, quasi contracts, delicts or quasi-delicts.
Corollarily, an act or omission causing damage to another may give rise to two separate civil liabilities on the part of the
offender, i.e., 1) civil liability ex delicto;12 and 2) independent civil liabilities, such as those (a) not arising from an act or
omission complained of as felony (e.g., culpa contractual or obligations arising from law;13 the intentional torts;14 and culpa
aquiliana15); or (b) where the injured party is granted a right to file an action independent and distinct from the criminal
action.16 Either of these two possible liabilities may be enforced against the offender. 17
Stated otherwise, victims of negligence or their heirs have a choice between an action to enforce the civil liability arising
from culpa criminal under Article 100 of the Revised Penal Code, and an action for quasi-delict (culpa aquiliana) under Articles
2176 to 2194 of the Civil Code. If, as here, the action chosen is for quasi-delict, the plaintiff may hold the employer liable for
the negligent act of its employee, subject to the employer's defense of exercise of the diligence of a good father of the family.
On the other hand, if the action chosen is for culpa criminal, the plaintiff can hold the employer subsidiarily liable only upon
proof of prior conviction of its employee.18
Petitioners story
Petitioner claims that it is Arnolds fault that the collision
happened. He recounts that he was traversing Ortigas
Avenue on second gear and was going at around 25-30 kph.
He was moving slowly because he just passed another
stoplight. He testified that it was Arnolds car who bumped
into his.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
2014A
Reckless imprudence generally defined by our penal law consists in voluntarily but without malice, doing or failing to do an act
from which material damage results by reason of inexcusable lack of precaution on the part of the person performing or failing
to perform such act, taking into consideration his employment or occupation, degree of intelligence, physical condition and
other circumstances regarding persons, time and place. Imprudence connotes a deficiency of action. It implies a failure in
precaution or a failure to take the necessary precaution once the danger or peril becomes foreseen.
It must be needlessly emphasized that the measure of a motorists duty is such care as is, under the facts and circumstances
of the particular case, commensurate with the dangers which are to be anticipated and the injuries which are likely to result
from the use of the vehicle, and in proportion to or commensurate with the peculiar risk attendant on the circumstances and
conditions in the particular case, the driver being under the duty to know and to take into consideration those circumstances
and factors affecting the safe operation of the vehicle which would be open to ordinary observation.
In prosecutions for reckless imprudence resulting in damage to property, whether or not one of the drivers of the colliding
automobiles is guilty of the offense is a question that lies in the manner and circumstances of the operation of the motor
vehicle, and a finding of guilt beyond reasonable doubt requires the concurrence of the following elements, namely:
(a)
that the offender has done or failed to do an act;
(b)
that the act is voluntary;
(c)
that the same is without malice;
(d)
that material damage results; and
(e)
that there has been inexcusable lack of precaution on the part of the offender.
Petitioner did not present evidence which would disprove the damages sustained by vehicle.
On the issue of damages, inasmuch as petitioner had not extended efforts to present countervailing evidence disproving the
extent and cost of the damage sustained by Arnolds car, the award assessed and ordered by the trial court must stand.
Aside from the entry in the TAIR, which noted petitioners speed to be beyond what is lawful, the physical evidence on record
likewise seems to negate petitioners contention. The photographs taken of Arnolds car clearly show that the extent of the
damage. The fact that the hood of Arnolds car was violently wrenched as well as the fact that on impact the car even turned
around 180 degrees and was hurled several feet away from the junction to the outer lane of Ortigas Avenuewhen in fact
Arnold had already established his turn to the left on the inner lane and into the opposite laneclearly demonstrate that the
force of the collision had been created by a speed way beyond what petitioners estimation.
Speeding, is indicative of imprudent behavior because a motorist is bound to exercise such ordinary care and drive at a
reasonable rate of speed commensurate with the conditions encountered on the road. Ordinary or reasonable care in the
operation of a motor vehicle at an intersection would naturally require more precaution than is necessary when driving
elsewhere in a street or highway. Where the view at an intersection is obstructed and an approaching motorist cannot get a
good view to the right or left until he is close to the intersection, prudence would dictate that he take particular care to observe
the traffic before entering the intersection or otherwise use reasonable care to avoid a collision, which means that he is bound
is to move with the utmost caution until it is determinable that he can proceed safely and at the slowest speed possible so that
the vehicle could be stopped within the distance the driver can see ahead.
Right of way NOT determined by who first approached the intersection. It is determined by the imminence of collision when
distance and speed of vehicles are considered.
In traffic law parlance, the term "right of way" is understood as the right of one vehicle to proceed in a lawful manner in
preference to another approaching vehicle under such circumstances of direction, speed and proximity as to give rise to a
danger of collision unless one of the vehicles grants precedence to the other. Although there is authority to the effect that the
right of way is merely of statutory creation and exists only according to express statutory provision, it is generally recognized,
where no statute or ordinance governs the matter, that the vehicle first entering an intersection is entitled to the right of way,
and it becomes the duty of the other vehicle likewise approaching the intersection to proceed with sufficient care to permit the
exercise of such right without danger of collisions.
In our setting, the right of way rule is governed by Section 42 of Republic Act (R.A.) No. 4136, which materially provides:
Section 42. Right of Way.
(a)
When two vehicles approach or enter an intersection at approximately the same time, the
driver of the vehicle on the left shall yield the right of way to the vehicle on the right,
except as otherwise hereinafter provided. The driver of any vehicle traveling at an
unlawful speed shall forfeit any right which he might otherwise have hereunder.
(b)
The driver of a vehicle approaching but not having entered an intersection shall yield the
right of a way to a vehicle within such intersection or turning therein to the left across the
line of travel of such first-mentioned vehicle, provided the driver of the vehicle turning left
has given a plainly visible signal of intention to turn as required in this Act. x x x.
The provision governs the situation when two vehicles approach the intersection from the same direction and one of them
intends make a turn on either side of the road. Nevertheless, the right of way accorded to vehicles approaching an intersection
is not absolute in terms. It is actually subject to and is affected by the relative distances of the vehicles from the point of
intersection. Whether two vehicles are approaching the intersection at the same time does not necessarily depend on which of
the vehicles enters the intersection first. Rather, it is determined by the imminence of collision when the relative distances and
speeds of the two vehicles are considered. It is said that two vehicles are approaching the intersection at approximately the
same time where it would appear to a reasonable person of ordinary prudence in the position of the driver approaching from
the left of another vehicle that if the two vehicles continued on their courses at their speed, a collision would likely occur,
hence, the driver of the vehicle approaching from the left must give the right of precedence to the driver of the vehicle on his
right.
Negligence of the person injured does not constitute a defense.
In a prosecution for reckless or dangerous driving, the negligence of the person who was injured or who was the driver of the
motor vehicle with which the accuseds vehicle collided does not constitute a defense. In fact, even where such driver is said to
be guilty of a like offense, proof thereof may never work favors to the case of the accused. In other words, proof that the
offended party was also negligent or imprudent in the operation of his automobile bears little weight, if at all, at least for
purposes of establishing the accuseds culpability beyond reasonable doubt. Hence, even if we are to hypothesize that Arnold
was likewise negligent in neglecting to keep a proper lookout as he took a left turn at the intersection, such negligence,
contrary to petitioners contention, will nevertheless not support an acquittal. At best, it will only determine the applicability of
several other rules governing situations where concurring negligence exists and only for the purpose of arriving at a proper
assessment of the award of damages in favor of the private offended party.
Article 1162
Art. 1162. Obligations derived from quasi-delicts shall be governed by the provisions of Chapter 2, Title
XVII of this Book, and by special laws. (1093a)
FACTS:
Jose Cangco (plantiff) was a clerk at the Manila Railroad Company (MRC). Going to work, he uses a pass issued by the
company to use the train for free from his house in Rizal to his office in Manila.
On Jan 20, 1915, Cangco arose from his seat & while making his exit through the door, he took his position upon the steps
seizing the upright guardrail w/ his right hand for support. As the train slowed down another passenger-employee of the
railroad company, got off the same car, alighting safely at the point where the platform begins to rise from the level of the
ground. When the train had proceeded a little farther, Cangco stepped off also, but his feet came in contact w/ a sack of
watermelons w/ the result that his feet slipped from under him & he fell violently on the platform. His body at once rolled
from the platform & was drawn under the moving car, where his right arm was badly crushed and lacerated. It appeared
that after the plaintiff alighted from the train the car moved forward possibly 6 meters before it came to a full stop.
The accident occurred between 7-8pm. The railroad station was lighted dimly by a single light located some distance away,
objects on the platform where the accident occurred were difficult to discern to a person emerging from a lighted car. / The
reason for the presence of the melons was because it was in season and a large lot had been brought to the station for the
shipment to the market.
The injuries received by plaintiff was very serious. The 2nd operation resulted into an amputation of his arm extending
higher up near the shoulders.
Cangco filed a case w/ CFI of Manila to recover damages against MRC founding his action upon the negligence of the
servants & employees of the defendant in placing the sacks of melons upon the platform & leaving them so placed as to be
a menace to the security of passenger alighting from the company's trains.
CFI concluded that although negligence was attributable to the defendant by reason of the fact that the sacks of melons
were so placed as to obstruct passengers passing to and from the cars, nevertheless, the plaintiff himself had failed to use
due caution in alighting from the coach and was therefore precluded form recovering. Judgment was accordingly entered in
favor of the defendant company, and the plaintiff appealed.
ISSUE:
Are the employees of the railroad company guilty of negligence? YES. It can not be doubted that the employees of the
railroad company were guilty of negligence in piling these sacks on the platform in the manner above stated; that their
presence caused the plaintiff to fall as he alighted from the train; and that they therefore constituted an effective legal cause of
the injuries sustained by the plaintiff. It necessarily follows that the defendant company is liable for the damage thereby
occasioned unless recovery is barred by the plaintiff's own contributory negligence.
RATIO:
It is important to note that the foundation of the legal liability of the defendant is the contract of carriage, and that the
obligation to respond for the damage which plaintiff has suffered arises, if at all, from the breach of that contract by
reason of the failure of defendant to exercise due care in its performance. That is to say, its liability is direct and
immediate, which can be rebutted by proof of the exercise of due care in their selection and supervision.
The liability, which, under the Spanish law, is, in certain cases imposed upon employers with respect to damages occasioned
by the negligence of their employees to persons to whom they are not bound by contract, is not based, as in the English
Common Law, upon the principle of respondeat superior if it were, the master would be liable in every case and
unconditionally but upon the principle announced in article 1902 of the Civil Code, which imposes upon all persons who by
their fault or negligence, do injury to another, the obligation of making good the damage caused. One who places a powerful
automobile in the hands of a servant whom he knows to be ignorant of the method of managing such a vehicle, is himself
guilty of an act of negligence which makes him liable for all the consequences of his imprudence. The obligation to make good
the damage arises at the very instant that the unskillful servant, while acting within the scope of his employment causes the
injury. The liability of the master is personal and direct. But, if the master has not been guilty of any negligence
whatever in the selection and direction of the servant, he is not liable for the acts of the latter, whatever done within
the scope of his employment or not, if the damage done by the servant does not amount to a breach of the contract
between the master and the person injured.
It is not accurate to say that proof of diligence and care in the selection and control of the servant relieves the master from
liability for the latter's acts on the contrary, that proof shows that the responsibility has never existed. As Manresa says, the
liability arising from extra-contractual culpa is always based upon a voluntary act or omission which, without willful intent, but
by mere negligence or inattention, has caused damage to another. A master who exercises all possible care in the selection of
his servant, taking into consideration the qualifications they should possess for the discharge of the duties, and directs them
with equal diligence, he shall incur no liability whatsoever if, by reason of the negligence of his servants, even within the scope
of their employment, such third person suffer damage. True it is that under article 1903 of the Civil Code the law creates a
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
2014A
o
presumption that he has been negligent in the selection or direction of his servant, but the presumption is rebuttable and yield
to proof of due care and diligence in this respect.
In Bahia v. Litonjuan & Leynes, which was an action brought upon the theory of the extra-contractual liability of the defendant
to respond for the damage caused by the carelessness of his employee while acting within the scope of his employment. The
Court, after citing the last paragraph of article 1903 of the Civil Code, said:
From this article two things are apparent: (1) That when an injury is caused by the negligence of a servant or employee there
instantly arises a presumption of law that there was negligence on the part of the master or employer either in selection of the
servant or employee, or in supervision over him after the selection, or both; and (2) that that presumption may be rebutted. It
follows necessarily that if the employer shows to the satisfaction of the court that in selection and supervision he has exercised
the care and diligence of a good father of a family, the presumption is overcome and he is relieved from liability.
In this case, the railroad company's defense involves the assumption that even granting that the negligent conduct of its
servants in placing an obstruction upon the platform was a breach of its contractual obligation to maintain safe means of
approaching and leaving its trains, the direct and proximate cause of the injury suffered by plaintiff was his own contributory
negligence in failing to wait until the train had come to a complete stop before alighting.
We are of the opinion that this proposition is too badly stated and is at variance with the experience of every-day life. In this
particular instance, that the train was barely moving when plaintiff alighted is shown conclusively by the fact that it came to
stop within six meters from the place where he stepped from it. Thousands of person alight from trains under these conditions
every day of the year, and sustain no injury where the company has kept its platform free from dangerous obstructions. There
is no reason to believe that plaintiff would have suffered any injury whatever in alighting as he did had it not been for
defendant's negligent failure to perform its duty to provide a safe alighting place.
In considering the situation thus presented, it should not be overlooked that the plaintiff was, as we find, ignorant of the fact
that the obstruction which was caused by the sacks of melons piled on the platform existed; and as the defendant was bound
by reason of its duty as a public carrier to afford to its passengers facilities for safe egress from its trains, the plaintiff had a
right to assume, in the absence of some circumstance to warn him to the contrary, that the platform was clear. The place, as
we have already stated, was dark, or dimly lighted, and this also is proof of a failure upon the part of the defendant in the
performance of a duty owing by it to the plaintiff; for if it were by any possibility concede that it had right to pile these sacks in
the path of alighting passengers, the placing of them adequately so that their presence would be revealed.
Our conclusion is that the conduct of the plaintiff in undertaking to alight while the train was yet slightly under way was not
characterized by imprudence and that therefore he was not guilty of contributory negligence.
VIRON V. DE LOS SANTOS, 345 SCRA 509
FACTS:
This civil case is an action to recover damages based on quasi-delict filed as a result of a vehicular accident between a
passenger bus (Viron) and a Forward Cargo Truck (owned by Rudy Samidan). The TC summarized the conflicting versions:
Petitioners version: On Aug. 16, 1992, around 2:30PM, the bus was driven by Wilfredo Villanueva along MacArthur
Highway within Gerona, Tarlac coming from the North en route to Manila. It was following the Forward Cargo Truck
(driven by Delos Santos) proceeding from the same direction. The cargo truck swerved to the right shoulder o the road
and, while about to be overtaken by the bus, again swerved to the left to occupy its lane. It was at that instance where
the collision occurred, the left front side of the truck collided with the right front side of the bus causing two vehicles
substantial damages.
Respondents side: Defendant Delos Santos was the driver of Samidan. On that day, he was driving the truck along
the National Highway within the vicinity of Gerona, Tarlac. The Viron bus tried to overtake the truck and he swerved to
the right shoulder of the highway, but soon as he occupied the right lane of the road, the cargo truck which he was
driving was hit by the Viron bus on the left front side, as the bus swerved to his lane to avoid an incoming bus on its
opposite direction.
RTC dismissed the Petitioners complaint and sustained the private respondents counterclaim for damages. It ordered
petitioner to pay the respondents. Petitioner appealed to the CA, which affirmed the RTC decision.
ISSUE:
W/N accident was fault of Virons Driver - YES
W/N CA erred in finding the petitioner liable for damages when counterclaim failed to state cause of action for there is no
averment of failure to exercise due diligence of a good father of a family in selecting employees NO
W/N actual damages CA found were evidenced by the records NO. Actual damages must be actually proved with
reasonable degree of certainty
HELD/RATIO:
The first imputed error is w/o merit. The rule is that findings of the TC especially when affirmed by CA are conclusive on this
court when supported by evidence on record. Petitioner has failed to show compelling grounds for reversal of the findings and
conclusions of TC and CA. There is no doubt on the basis of documentary evidence and testimonies (2 witnesses the Forward
Cargo Trucker himself and Dulnuan who was traveling along the same highway coming from the opposite direction) that the
vehicular collision was due to the negligence of Virons regular driver Villanueva. The truck was on its proper lane. In fact the
cargo truck swerved to the right shoulder of the road to give room for Viron bus to pass. Notwithstanding the condition of the
road and the in-coming Dagupan bus from the opposite direction, the Viron bus proceeded to overtake the cargo truck,
bringing about the collision. The evidence is uniform. No witnesses for the plaintiff contradicted the fact that it was while in the
process of overtaking the cargo. It is here well to recall that the driver of an overtaking vehicle must see to it that the conditions
are such that an attempt to pass is reasonably safe and prudent, and in passing must exercise reasonable care. In absence of
clear evidence of negligence on part of the operator, the courts are inclined to put the blame for an accident occurring whil e
the passage is being attempted on the driver of the overtaking vehicle.
Assessments of the trial judge as to the issue on credibility binds the appellate court since he is in a better
position to decide the issue, having heard the witnesses and observed their deportment in testifying, except
when TC has plainly overlooked certain facts of substance and value, which might affect the result, or where
assessment is clearly arbitrary. Petitioner has not shown this case to fall under the exception.
The second imputed error is w/o merit either. Petitioner contends respondents counterclaim failed to state a cause of
action. It is to be noted that petitioner Viron as the registered owner of the bus involved originally brought the action for
damages. We find that the counterclaim of private respondents alleges the ultimate facts constituting their cause of
action. It is not necessary to state that petitioner was negligent in the supervision and selection of employees. The
liability of the employer was explained in a case: As employers of the bus driver, the petitioner is, under Art. 2180 of
the CC, directly an primarily liable for the resulting damages. The presumption that they are negligent flows from the
negligence of their employee. The presumption is only juris tantum, not juris et de jure. Their only possible defense is
that they exercised diligence of a good father of a family to prevent damages.
Art. 2180: The obligation imposed by Art. 2176 is demandable not only for ones own acts or
omissions, but also fro the persons for whom one is responsible. xxx Employers shall be liable
for damages cause by their employees and household helpers acting within the scope of their
assigned tasks, even though the former are not engaged in any business or industry. xxx The
responsibility treated of this article shall cease when the persons mentioned prove that they
observed all the diligence of a good father of a family to prevent damage. The diligence of a
good father means the diligence of selection and supervision of employees.
When the employee causes damage due to his own negligence while performing his duties,
there arises the juris tantum presumption that the employee is negligent, rebuttable only by proof
of observance of DGFF.
We find merit in the third imputed error. Courts may not simply rely on speculation, conjecture or guesswork. To justify
an award for damages, there must be competent proof of the actual amount of loss, credence can only be given only
to claims which are supported by receipts. Actual damages were only based on a job estimate and photo; there is
absence of competent proof on the specific amounts of actual damages. Nonetheless, in absence of competent proof
on actual damages, a party is entitled to temperate damages. 3. DAMAGES MODIFIED.
Temperate or moderate damages, which are more than nominal but less than compensatory damages, may be recovered
when the court finds that some pecuniary loss has been suffered but its amount can not, from the nature of the case, be
proved with certainty.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
2014A
ISSUE:
Whether the spouses Vallejeras' cause of action in Civil Case No. 99-10845 is founded on Article 103 of the Revised Penal
Code (subsidiary liability in criminal actions), as maintained by the petitioners, or derived from Article 2180 10 of the Civil Code
(quasi delict). Action was based on quasi-delict.
COURTS RULING:
Nothing in the foregoing allegations suggests, even remotely, that the herein petitioners are being made to account for their
subsidiary liability under Article 103 of the Revised Penal Code. Admittedly though, the complaint did not explicitly state that
plaintiff Vallejeras were suing the defendant petitioners for damages based on quasi-delict. Clear it is, however, from the
allegations of the complaint that quasi-delict was their choice of remedy against the petitioners. To stress, the plaintiff spouses
alleged in their complaint gross fault and negligence on the part of the driver and the failure of the petitioners, as employers, to
exercise due diligence in the selection and supervision of their employees. The spouses further alleged that the petitioners are
civilly liable for the negligence/imprudence of their driver since they failed to exercise the necessary diligence required of a
good father of the family in the selection and supervision of their employees, which diligence, if exercised, could have
prevented the vehicular accident that resulted to the death of their 7-year old son.
Section 2, Rule 2, of the 1997 Rules of Civil Procedure defines cause of action as the "act or omission by which a party
violates the right of another." Such act or omission gives rise to an obligation which may come from law,
contracts, quasi contracts, delicts or quasi-delicts.
Corollarily, an act or omission causing damage to another may give rise to two separate civil liabilities on the part of the
offender, i.e., 1) civil liability ex delicto;12 and 2) independent civil liabilities, such as those (a) not arising from an act or
omission complained of as felony (e.g., culpa contractual or obligations arising from law;13 the intentional torts;14 and culpa
aquiliana15); or (b) where the injured party is granted a right to file an action independent and distinct from the criminal
action.16 Either of these two possible liabilities may be enforced against the offender. 17
Stated otherwise, victims of negligence or their heirs have a choice between an action to enforce the civil liability arising
from culpa criminal under Article 100 of the Revised Penal Code, and an action for quasi-delict (culpa aquiliana) under Articles
2176 to 2194 of the Civil Code. If, as here, the action chosen is for quasi-delict, the plaintiff may hold the employer liable for
the negligent act of its employee, subject to the employer's defense of exercise of the diligence of a good father of the family.
On the other hand, if the action chosen is for culpa criminal, the plaintiff can hold the employer subsidiarily liable only upon
proof of prior conviction of its employee.18
The choice is with the plaintiff who makes known his cause of action in his initiatory pleading or complaint, 21 and not with the
defendant who can not ask for the dismissal of the plaintiff's cause of action or lack of it based on the defendant's perception
that the plaintiff should have opted to file a claim under Article 103 of the Revised Penal Code. Under Article 2180 of the Civil
Code, the liability of the employer is direct or immediate. It is not conditioned upon prior recourse against the negligent
employee and a prior showing of insolvency of such employee. 22
Here, the complaint sufficiently alleged that the death of the couple's minor son was caused by the negligent act of the
petitioners' driver; and that the petitioners themselves were civilly liable for the negligence of their driver for failing "to exercise
the necessary diligence required of a good father of the family in the selection and supervision of [their] employee, the driver,
which diligence, if exercised, would have prevented said accident."
Besides, it is worthy to note that the petitioners, in their Answer with Compulsory Counter-Claim,24 repeatedly made mention of
Article 2180 of the Civil Code and anchored their defense on their allegation that "they had exercised due diligence in the
selection and supervision of [their] employees." The Court views this defense as an admission that indeed the petitioners
acknowledged the private respondents' cause of action as one for quasi-delict under Article 2180 of the Civil Code.
All told, Civil Case No. 99-10845 is a negligence suit brought under Article 2176 - Civil Code to recover damages primarily
from the petitioners as employers responsible for their negligent driver pursuant to Article 2180 of the Civil Code. The
obligation imposed by Article 2176 is demandable not only for one's own acts or omissions, but also for those of persons for
whom one is responsible. Thus, the employer is liable for damages caused by his employees and household helpers acting
within the scope of their assigned tasks, even though the former is not engaged in any business or industry.
MINDANAO TERMINAL V. PHOENIX, 587 SCRA 429 [2009]
FACTS:
Del Monte Philippines, Inc. (Del Monte) contracted petitioner Mindanao Terminal and Brokerage Service, Inc. (Mindanao
Terminal), a stevedoring company, to load and stow a shipment of 146,288 cartons of fresh green Philippine bananas and
15,202 cartons of fresh pineapples belonging to Del Monte Fresh Produce International, Inc. (Del Monte Produce) into the
cargo hold of the vessel M/V Mistrau. The vessel was docked at the port of Davao City and the goods were to be transported
by it to the port of Inchon, Korea in favor of consignee Taegu Industries, Inc. Del Monte Produce insured the shipment under
an open cargo policy with private respondent Phoenix Assurance Company of New York (Phoenix), a non-life insurance
company, and private respondent McGee & Co. Inc. (McGee), the underwriting manager/agent of Phoenix.[4]
Mindanao Terminal loaded and stowed the cargoes aboard the M/V Mistrau. The vessel set sail from
the port of Davao City and arrived at the port of Inchon, Korea. It was then discovered upon discharge that some of the cargo
was in bad condition. The Marine Cargo Damage Surveyor of Incok Loss and Average Adjuster of Korea, surveyed the extent
of the damage of the shipment. In a survey report, it was stated that 16,069 cartons of the banana shipment and 2,185 cartons
of the pineapple shipment were so damaged that they no longer had commercial value. [5]
Del Monte Produce filed a claim under the open cargo policy for the damages to its shipment. McGees Marine Claims
Insurance Adjuster evaluated the claim and recommended that payment in the amount of $210,266.43 be made. A check for
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
[6]
to Phoenix and
Phoenix and McGee instituted an action for damages [7] against Mindanao Terminal in the Regional Trial Court (RTC)
of Davao City, Branch 12. After trial, the RTC,[8] in a decision, held that the only participation of Mindanao Terminal was to load
the cargoes on board the M/V Mistrau. Accordingly, Mindanao Terminal cannot be held liable for whatever happened to the
cargoes after it had loaded and stowed them. Moreover, citing the survey report, it was found by the RTC that the cargoes
were damaged on account of a typhoon which M/V Mistrau had encountered during the voyage. It was further held
that Phoenix and McGee had no cause of action against Mindanao Terminal because the latter, whose services were
contracted by Del Monte, a distinct corporation from Del Monte Produce, had no contract with the assured Del Monte Produce.
The RTC dismissed the complaint.
Phoenix and McGee appealed to the Court of Appeals. The appellate court reversed and set aside[10] the
decision of the RTC. It imposed on Mindanao Terminal, as the stevedore of the cargo, the duty to exercise extraordinary
diligence in loading and stowing the cargoes. It further held that even with the absence of a contractual relationship between
Mindanao Terminal and Del Monte Produce, the cause of action of Phoenix and McGee could be based on quasi-delict under
Article 2176 of the Civil Code.[12]
ISSUES/ HELD:
(1) whether or not Phoenix and McGee has a cause of action against Mindanao Terminal under Article 2176 of the Civil Code
on quasi-delict. -YES
We agree with the Court of Appeals that the complaint filed by Phoenix and McGee against Mindanao Terminal, from which
the present case has arisen, states a cause of action. The present action is based on quasi-delict, arising from the negligent
and careless loading and stowing of the cargoes belonging to Del Monte Produce. Even assuming that both Phoenix and
McGee have only been subrogated in the rights of Del Monte Produce, who is not a party to the contract of service between
Mindanao Terminal and Del Monte, still the insurance carriers may have a cause of action in light of the Courts consistent
ruling that the act that breaks the contract may be also a tort. [17] In fine, a liability for tort may arise even under a contract,
where tort is that which breaches the contract [18]. In the present case, Phoenix and McGee are not suing for damages for
injuries arising from the breach of the contract of service but from the alleged negligent manner by which Mindanao Terminal
handled the cargoes belonging to Del Monte Produce. Despite the absence of contractual relationship between Del Monte
Produce and Mindanao Terminal, the allegation of negligence on the part of the defendant should be sufficient to establish a
cause of action arising from quasi-delict.[19]
OTHERS: (2)whether or not Mindanao was careless and negligent in the loading and stowage of the cargoes onboard M/V
Mistraumaking it liable for damages. NO.
Article 1173 of the Civil Code is very clear that if the law or contract does not state the degree of diligence which is to be
observed in the performance of an obligation then that which is expected of a good father of a family or ordinary diligence shall
be required. Mindanao Terminal, a stevedoring company which was charged with the loading and stowing the cargoes of Del
Monte Produce aboard M/V Mistrau, had acted merely as a labor provider in the case at bar. There is no specific provision of
law that imposes a higher degree of diligence than ordinary diligence for a stevedoring company or one who is charged only
with the loading and stowing of cargoes. It was neither alleged nor proven by Phoenix and McGee that Mindanao Terminal
was bound by contractual stipulation to observe a higher degree of diligence than that required of a good father of a family. We
therefore conclude that following Article 1173, Mindanao Terminal was required to observe ordinary diligence only in loading
and stowing the cargoes of Del Monte Produce aboard M/V Mistrau.
There is a distinction between an arrastre and a stevedore. [24] The responsibility of the arrastre operator lasts until the delivery
of the cargo to the consignee. On the other hand, stevedoring refers to the handling of the cargo in the holds of the vessel or
between the ship's tackle and the holds of the vessel. The responsibility of the stevedore ends upon the loading and stowing of
the cargo in the vessel.
In the third issue, Phoenix and McGee failed to prove by preponderance of evidence [25] that Mindanao Terminal had acted
negligently.
It was further established that Mindanao Terminal loaded and stowed the cargoes of Del Monte Produce aboard the M/V
Mistrau in accordance with the stowage plan, a guide for the area assignments of the goods in the vessels hold, prepared by
Del Monte Produce and the officers of M/V Mistrau.[31] The loading and stowing was done under the direction and supervision
of the ship officers. The vessels officer would order the closing of the hatches only if the loading was done correctly after a
final inspection.[32] The said ship officers would not have accepted the cargoes on board the vessel if they were not properly
arranged and tightly secured to withstand the voyage in open seas. They would order the stevedore to rectify any error in its
loading and stowing. A foremans report, as proof of work done on board the vessel, was prepared by the checkers of
Mindanao Terminal and concurred in by the Chief Officer of M/V Mistrau after they were satisfied that the cargoes were
properly loaded.[33]
As it is clear that Mindanao Terminal had duly exercised the required degree of diligence in loading and stowing the cargoes,
which is the ordinary diligence of a good father of a family, the grant of the petition is in order.
The Hippocratic Oath mandates physicians to give primordial consideration to the health and welfare of their patients. If
a doctor fails to live up to this precept, he is made accountable for his acts. A mistake, through gross negligence or
incompetence or plain human error, may spell the difference between life and death. In this sense, the doctor plays God
on his patient's fate.
2014A
Erlinda Ramos was a 47-year old. Except for occasional complaints of discomfort due to pains allegedly caused by the
presence of a stone in her gall bladder she was as normal as any other woman.
She was advised to undergo an operation for the removal of a stone in her gall bladder. Through the intercession of a
mutual friend, she and her husband Rogelio met for the first time Dr. Orlino Hosaka. Dr. Hosaka decided that she
should undergo a "cholecystectomy" operation after examining the documents presented to him. Rogelio E. Ramos,
however, asked Dr. Hosaka to look for a good anesthesiologist. Dr. Hosaka, in turn, assured Rogelio that he will get a
good anesthesiologist.
A day before the scheduled date of operation, she was admitted at Delos Santos Medical Center. At around 7:30 A.M.
of June 17, 1985 and while still in her room, she was prepared for the operation by the hospital staff.
Her sister-in-law, Herminda Cruz, who was the Dean of the College of Nursing at the Capitol Medical Center, was also
there for moral support. She reiterated her previous request for Herminda to be with her even during the operation.
At the operating room, Herminda saw about 2-3 nurses and Dra. Gutierrez, the other defendant, who was to
administer anesthesia.
At around 9:30 A.M., Dr. Hosaka was not yet in. At about 12:15 P.M., Dr. Hosaka arrived. Herminda then saw people
inside the operating room "moving, doing this and that, [and] preparing the patient for the operation."
She then saw Dra. Gutierrez intubating the hapless patient. She thereafter heard Dr. Gutierrez say, "ang hirap maintubate nito, mali yata ang pagkakapasok. O lumalaki ang tiyan." Herminda thereafter noticed bluish discoloration
of the nailbeds of the left hand of the hapless Erlinda even as Dr. Hosaka approached her.
She then heard Dr. Hosaka issue an order for someone to call Dr. Calderon, another anesthesiologist. After Dr.
Calderon arrived at the operating room, she saw this anesthesiologist trying to intubate the patient. The patient's nailbed
became bluish and the patient was placed in a trendelenburg position a position where the head of the patient is
placed in a position lower than her feet which is an indication that there is a decrease of blood supply to the patient's
brain. Eventually, Dr. Calderon was then able to Meanwhile, Rogelio, who was outside the operating room, saw a
respiratory machine being rushed towards the door of the operating room. He also saw several doctors rushing towards
the operating room.
At almost 3:00 P.M., Erlinda was taken to the ICU. Doctors Gutierrez and Hosaka explained that the patient had
bronchospasm.
Erlinda Ramos stayed at the ICU for a month. About 4 months thereafter, the patient was released from the hospital.
Since the operation, she has been in a comatose condition. She cannot do anything. She cannot move any part of her
body. She cannot see or hear. She is living on mechanical means. She suffered brain damage as a result of the
absence of oxygen in her brain for four to five minutes. After being discharged from the hospital, she has been staying
in their residence, still needing constant medical attention, with her husband Rogelio incurring a monthly expense
ranging from P8k to P10k. She was also diagnosed to be suffering from "diffuse cerebral parenchymal damage".
Petitioners filed a civil case for damages against herein private respondents alleging negligence in the
management and care of Erlinda Ramos.
PETITIONERS presented the testimonies of Dean Herminda Cruz and Dr. Mariano Gavino to prove that the injury
sustained by Erlinda was due to lack of oxygen in her brain caused by the faulty management of her airway by
private respondents during the anesthesia phase.
Private RESPONDENTS primarily relied on the expert testimony of Dr. Eduardo Jamora, a pulmonologist, to the
effect that the cause of brain damage was Erlinda's allergic reaction to the anesthetic agent, Thiopental Sodium
(Pentothal).
RTC rendered judgment in favor of petitioners but CA reversed RTC decision and ruled in favor of respondents.
ISSUE:
W/N THE DOCTRINE OF RES IPSA LOQUITUR SHOULD BE APPLIED Yes. Respondents are liable for damages.
HELD:
WHEREFORE, the decision and resolution of the appellate court appealed from are hereby modified so as to award in favor of
petitioners, and solidarily against private respondents the following: 1) P1,352,000.00 as actual damages computed as of the
date of promulgation of this decision plus a monthly payment of P8,000.00 up to the time that petitioner Erlinda Ramos expires
or miraculously survives; 2) P2,000,000.00 as moral damages, 3) P1,500,000.00 as temperate damages; 4) P100,000.00 each
as exemplary damages and attorney's fees; and, 5) the costs of the suit.
Ratio:
Res ipsa loquitur is a Latin phrase which literally means "the thing or the transaction speaks for itself."
The phrase "res ipsa loquitur'' is a maxim for the rule that the fact of the occurrence of an injury, taken with the
surrounding circumstances, may permit an inference or raise a presumption of negligence, or make out a plaintiff's
prima facie case, and present a question of fact for defendant to meet with an explanation.
Where the thing which caused the injury complained of is shown to be under the management of the defendant or his
servants and the accident is such as in ordinary course of things does not happen if those who have its management or
control use proper care, it affords reasonable evidence, in the absence of explanation by the defendant, that the
accident arose from or was caused by the defendant's want of care.
The doctrine of res ipsa loquitur is simply a recognition of the postulate that, as a matter of common knowledge and
experience, the very nature of certain types of occurrences may justify an inference of negligence on the part of the
person who controls the instrumentality causing the injury in the absence of some explanation by the defendant who is
charged with negligence.
It is grounded in the superior logic of ordinary human experience and on the basis of such experience or common
knowledge, negligence may be deduced from the mere occurrence of the accident itself.
Hence, res ipsa loquitur is applied in conjunction with the doctrine of common knowledge.
However, res ipsa loquitur is not a rule of substantive law and, as such, does not create or constitute an independent or
separate ground of liability. It is considered as merely evidentiary or in the nature of a procedural rule. It is regarded as
a mode of proof, or a mere procedural of convenience since it furnishes a substitute for, and relieves a plaintiff of, the
burden of producing specific proof of negligence. Before resort to the doctrine may be allowed, the following requisites
must be satisfactorily shown:
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
The fundamental element is the "control of instrumentality" which caused the damage. Such element of control
must be shown to be within the dominion of the defendant. In order to have the benefit of the rule, a plaintiff, in addition
to proving injury or damage, must show a situation where it is applicable, and must establish that the essential elements
of the doctrine were present in a particular incident.
The application of res ipsa loquitur in medical negligence cases presents a question of law since it is a judicial function to
determine whether a certain set of circumstances does, as a matter of law, permit a given inference. Although generally,
expert medical testimony is relied upon in malpractice suits to prove that a physician has done a negligent act or that he has
deviated from the standard medical procedure, when the doctrine of res ipsa loquitur is availed by the plaintiff, the need for
expert medical testimony is dispensed with because the injury itself provides the proof of negligence.
Testimony as to the statements and acts of physicians and surgeons, external appearances, and manifest conditions
which are observable by any one may be given by non-expert witnesses.
Hence, in cases where the res ipsa loquitur is applicable, the court is permitted to find a physician negligent upon
proper proof of injury to the patient, without the aid of expert testimony, where the court from its fund of common
knowledge can determine the proper standard of care.
Where common knowledge and experience teach that a resulting injury would not have occurred to the patient if due
care had been exercised, an inference of negligence may be drawn giving rise to an application of the doctrine of res
ipsa loquitur without medical evidence, which is ordinarily required to show not only what occurred but how and why it
occurred.
When the doctrine is appropriate, all that the patient must do is prove a nexus between the particular act or omission
complained of and the injury sustained while under the custody and management of the defendant without need to
produce expert medical testimony to establish the standard of care.
Resort to res ipsa loquitur is allowed because there is no other way, under usual and ordinary conditions, by
which the patient can obtain redress for injury suffered by him.
Doctrine was applied in the following situations: leaving of a foreign object in the body of the patient after an operation,
injuries sustained on a healthy part of the body which was not under, or in the area, of treatment, removal of the wrong
part of the body when another part was intended, knocking out a tooth while a patient's jaw was under anesthetic for the
removal of his tonsils, and loss of an eye while the patient plaintiff was under the influence of anesthetic, during or
following an operation for appendicitis, among others.
Res ipsa loquitur does not automatically apply to all cases of medical negligence as to mechanically shift the burden of proof to
the defendant to show that he is not guilty of the ascribed negligence.
It is generally restricted to situations in malpractice cases where a layman is able to say, as a matter of common
knowledge and observation, that the consequences of professional care were not as such as would ordinarily have
followed
if
due
care
had
been
exercised.
The real question, therefore, is whether or not in the process of the operation any extraordinary incident or
unusual event outside of the routine performance occurred which is beyond the regular scope of customary
professional activity in such operations, which, if unexplained would themselves reasonably speak to the
average man as the negligent cause or causes of the untoward consequence.
o
If there was such extraneous interventions, the doctrine of res ipsa loquitur may be utilized and the
defendant is called upon to explain the matter, by evidence of exculpation, if he could.
Doctrine of res ipsa loquitur is appropriate in the case at bar. The damage sustained by Erlinda in her brain prior to a
scheduled gall bladder operation presents a case for the application of res ipsa loquitur.
Erlinda submitted herself for cholecystectomy and expected a routine general surgery to be performed on her gall
bladder. She delivered her person over to the care, custody and control of private respondents who exercised complete
and exclusive control over her.
At the time of submission, Erlinda was neurologically sound and, except for a few minor discomforts, was likewise
physically fit in mind and body. However, during the administration of anesthesia and prior to the performance of
cholecystectomy she suffered irreparable damage to her brain. Thus, without undergoing surgery, she went out of
the operating room already decerebrate and totally incapacitated.
Obviously, brain damage, which Erlinda sustained, is an injury which does not normally occur in the process of a gall
bladder operation. In fact, this kind of situation does not in the absence of negligence of someone in the administration
of anesthesia and in the use of endotracheal tube. Normally, a person being put under anesthesia is not rendered
decerebrate as a consequence of administering such anesthesia if the proper procedure was followed.
Furthermore, the instruments used in the administration of anesthesia, including the endotracheal tube, were all under
the exclusive control of private respondents, who are the physicians-in-charge.
Likewise, Erlinda could not have been guilty of contributory negligence because she was under the influence of
anesthetics which rendered her unconscious.
Considering that a sound and unaffected member of the body (the brain) is injured or destroyed while the patient is
unconscious and under the immediate and exclusive control of the physicians, we hold that a practical administration
of justice dictates the application of res ipsa loquitur.
Private respondents were unable to disprove the presumption of negligence on their part in the care of Erlinda and
their negligence was the proximate cause of her piteous condition.
DRA. GUITERREZ NEGLIGENCE AS ANESTHESIOLOGIST
She is negligent in the care of Erlinda during the anesthesia phase. As borne by the records, Dra. Gutierrez failed to
properly intubate the patient. This fact was attested to by Dean Herminda.
Although witness Herminda is not an anesthesiologist, she can very well testify upon matters on which she is capable of
observing such as, the statements and acts of the physician and surgeon, external appearances, and manifest
conditions which are observable by any one. This is precisely allowed under the doctrine of res ipsa loquitur
where the testimony of expert witnesses is not required.
2014A
We take judicial notice of the fact that anesthesia procedures have become so common, that even an ordinary person
can tell if it was administered properly. As such, it would not be too difficult to tell if the tube was properly inserted. This
kind of observation, we believe, does not require a medical degree to be acceptable.
At any rate, without doubt, petitioner's witness, an experienced clinical nurse whose long experience and scholarship
led to her appointment as Dean of the Capitol Medical Center School at Nursing, was fully capable of determining
whether or not the intubation was a success.
Most of all, her testimony was affirmed by Dra. Gutierrez who admitted that she experienced difficulty in inserting the
tube into Erlinda's trachea and that the first intubation was a failure.
Dra. Gutierrez failed to observe the proper pre-operative protocol which could have prevented this unfortunate
incident. An experienced anesthesiologist, adequately alerted by a thorough pre-operative evaluation, would have had
little difficulty going around the short neck and protruding teeth. Having failed to observe common medical standards in
pre-operative management and intubation, respondent Dra. Gutierrez' negligence resulted in cerebral anoxia and
eventual coma of Erlinda.
Dra. Gutierrez admitted that she saw Erlinda for the first time on the day of the operation itself. Before this date, no prior
consultations with, or pre-operative evaluation of Erlinda was done by her. Until the day of the operation, respondent
Dra. Gutierrez was unaware of the physiological make-up and needs of Erlinda.
She was likewise not properly informed of the possible difficulties she would face during the administration of
anesthesia to Erlinda.
Dra. Gutierrez' act of seeing her patient for the first time only an hour before the scheduled operative procedure was,
therefore, an act of exceptional negligence and professional irresponsibility. The measures cautioning prudence and
vigilance in dealing with human lives lie at the core of the physician's centuries-old Hippocratic Oath. Her failure to
follow this medical procedure is, therefore, a clear indicia of her negligence.
Private respondents themselves admit that Thiopental induced, allergic-mediated bronchospasm happens only very
rarely. In view of the evidence at hand, we are inclined to believe petitioners' stand that it was the faulty intubation
which was the proximate cause of Erlinda's comatose condition.
Proximate cause has been defined as that which, in natural and continuous sequence, unbroken by any efficient
intervening cause, produces injury, and without which the result would not have occurred.
Faulty intubation is undeniably the proximate cause which triggered the chain of events leading to Erlinda's
brain damage and, ultimately, her comatosed condition.
As the so-called "captain of the ship," 73 it is the surgeon's responsibility to see to it that those under him perform
their task in the proper manner.
Dr. Hosaka's negligence can be found in his failure to exercise the proper authority (as the "captain" of the operative
team) in not determining if his anesthesiologist observed proper anesthesia protocols. In fact, no evidence on record
exists to show that Dr. Hosaka verified if respondent Dra. Gutierrez properly intubated the patient.
Furthermore, Dr. Hosaka had scheduled another procedure in a different hospital at the same time as Erlinda's surgery,
and was in fact over 3 hours late for the latter's operation. Because of this, he had little or no time to confer with his
anesthesiologist regarding the anesthesia delivery. This indicates that he was remiss in his professional duties towards
his patient.
Thus, he shares equal responsibility for the events which resulted in Erlinda's condition.
HOSPITALS RESPONSIBILITY
Hospitals exercise significant control in the hiring and firing of consultants and in the conduct of their work within the
hospital premises by setting up requirements for application as consultants & for receiving patients, maintaining clinic in
the hospital such proof of completion of residency, their educational qualifications; conduct rounds etc. all subject to
review by review committee of the hospital. A consultant remiss in his duties, or a consultant who regularly falls short of
the minimum standards acceptable to the hospital or its peer review committee, is normally politely terminated.
Thus, private hospitals, hire, fire and exercie real control over their attending and visiting "consultant" staff.
While "consultants" are not, technically employees, the control exercised, the hiring, and the right to terminate
consultants all fulfill the important hallmarks of an employer-employee relationship, with the exception of the payment of
wages. In assessing whether such a relationship in fact exists, the control test is determining.
For the purpose of allocating responsibility in medical negligence cases, an employer-employee relationship in
effect exists between hospitals and their attending and visiting physicians.
The basis for holding an employer solidarily responsible for the negligence of its employee is found in Art 2180 of the
Civil Code which considers a person accountable not only for his own acts but also for those of others based on the
former's responsibility under a relationship of patria potestas. Such responsibility ceases when the persons or entity
concerned prove that they have observed the diligence of a good father of the family to prevent damage.
While the burden of proving negligence rests on the plaintiffs, once negligence is shown, the burden shifts to the
respondents (parent, guardian, teacher or employer) who should prove that they observed the diligence of a good father
of a family to prevent damage.
Respondent hospital, apart from a general denial of its responsibility over respondent physicians, failed to adduce
evidence showing that it exercised the diligence of a good father of a family in the hiring and supervision of the latter.
It failed to adduce evidence with regard to the degree of supervision which it exercised over its physicians. In neglecting to
offer such proof, or proof of a similar nature, respondent hospital thereby failed to discharge its burden under the last
paragraph of Article 2180. Having failed to do this, respondent hospital is consequently solidarily responsible with its
physicians for Erlinda's condition.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
2014A
The doctrine of apparent authority essentially involves two factors to determine the liability of an independent-contractor
physician.
The first factor focuses on the hospital's manifestations and is sometimes described as an inquiry whether the hospital acted in
a manner which would lead a reasonable person to conclude that the individual who was alleged to be negligent was an
employee or agent of the hospital. In this regard, the hospital need not make express representations to the patient that
the treating physician is an employee of the hospital; rather a representation may be general and implied.
The doctrine of apparent authority is a species of the doctrine of estoppel. Article 1431 of the Civil Code provides that
"[t]hrough estoppel, an admission or representation is rendered conclusive upon the person making it, and cannot be
denied or disproved as against the person relying thereon." Estoppel rests on this rule: "Whenever a party has, by his
own declaration, act, or omission, intentionally and deliberately led another to believe a particular thing true, and to
act upon such belief, he cannot, in any litigation arising out of such declaration, act or omission, be permitted to
falsify it."
In the instant case, CMC impliedly held out Dr. Estrada as a member of its medical staff. Through CMC's acts, CMC clothed
Dr. Estrada with apparent authority thereby leading the Spouses Nogales to believe that Dr. Estrada was an employee or
agent of CMC. CMC cannot now repudiate such authority.
The second factor focuses on the patient's reliance. It is sometimes characterized as an inquiry on whether the plaintiff acted
in reliance upon the conduct of the hospital or its agent, consistent with ordinary care and prudence.
The records show that the Spouses Nogales relied upon a perceived employment relationship with CMC in accepting Dr.
Estrada's services.
Likewise unconvincing is CMC's argument that petitioners are estopped from claiming damages based on the Consent on
Admission and Consent to Operation. Both release forms consist of two parts. The first part gave CMC permission to
administer to Corazon any form of recognized medical treatment which the CMC medical staff deemed advisable. The second
part of the documents, which may properly be described as the releasing part, releases CMC and its employees "from any and
all claims" arising from or by reason of the treatment and operation.
The documents do not expressly release CMC from liability for injury to Corazon due to negligence during her treatment or
operation. Neither do the consent forms expressly exempt CMC from liability for Corazon's death due to negligence during
such treatment or operation. Such release forms, being in the nature of contracts of adhesion, are construed strictly
against hospitals. Besides, a blanket release in favor of hospitals "from any and all claims," which includes claims
due to bad faith or gross negligence, would be contrary to public policy and thus void.
Even simple negligence is not subject to blanket release in favor of establishments like hospitals but may only
mitigate liability depending on the circumstances. When a person needing urgent medical attention rushes to a hospital,
he cannot bargain on equal footing with the hospital on the terms of admission and operation. Such a person is literally at the
mercy of the hospital. There can be no clearer example of a contract of adhesion than one arising from such a dire situation.
Thus, the release forms of CMC cannot relieve CMC from liability for the negligent medical treatment of Corazon.
The award of interest on damages is proper and allowed under Article 2211 of the Civil Code, which states that in crimes and
quasi-delicts, interest as a part of the damages may, in a proper case, be adjudicated in the discretion of the court.
CMC, on the other hand, disclaims liability by asserting that Dr. Estrada was a mere visiting physician and that it admitted
Corazon because her physical condition then was classified an emergency obstetrics case. CMC alleges that Dr. Estrada is an
independent contractor "for whose actuations CMC would be a total stranger." CMC maintains that it had no control or
supervision over Dr. Estrada in the exercise of his medical profession.
Facts:
On April 4, 1984, Natividad Agana was rushed to the Medical City General Hospital (Medical City) because of difficulty of
bowel movement and bloody anal discharge. After a series of medical examinations, Dr. Miguel Ampil, diagnosed her to be
suffering from "cancer of the sigmoid."
The Court, using the control test, held that Dr. Estrada was not an employee of the CMC but an independent contractorphysician.
On April 11, 1984, Dr. Ampil, assisted by the medical staff of the Medical City Hospital, performed an anterior resection
surgery on Natividad. He found that the malignancy in her sigmoid area had spread on her left ovary, necessitating the
removal of certain portions of it. Thus, Dr. Ampil obtained the consent of Natividads husband, Enrique Agana, to permit Dr.
Juan Fuentes, to perform hysterectomy on her.
The question now is whether CMC is automatically exempt from liability considering that Dr. Estrada is an independent
contractor-physician. In general, a hospital is not liable for the negligence of an independent contractor-physician. There is,
however, an exception to this principle. The hospital may be liable if the physician is the "ostensible" agent of the hospital. This
exception is also known as the "doctrine of apparent authority."
4
Art. 2180. The obligation imposed by article 2176 is demandable not only for one's own acts or omissions, but also for those
of persons for whom one is responsible.
xxxx
Employers shall be liable for the damages caused by their employees and household helpers acting within the scope of their
assigned tasks, even though the former are not engaged in any business or industry.
xxxx
The responsibility treated of in this article shall cease when the persons herein mentioned prove that they observed all the
diligence of a good father of a family to prevent damage.
Art. 2176. Whoever by act or omission causes damage to another, there being fault or negligence, is obliged to pay for the
damage done. Such fault or negligence, if there is no pre-existing contractual relation between the parties, is called a quasidelict and is governed by the provisions of this Chapter.
After Dr. Fuentes had completed the hysterectomy, Dr. Ampil took over, completed the operation and closed the incision.
However, the operation appeared to be flawed. In the corresponding Record of Operation dated April 11, 1984, the attending
nurses entered these remarks: "sponge count lacking 2 and "announced to surgeon searched (sic) done but to no avail
continue for closure."
On April 24, 1984, Natividad was released from the hospital. Her hospital and medical bills, including the doctors fees,
amounted to P60,000.00.
After a couple of days, Natividad complained of excruciating pain in her anal region. She consulted both Dr. Ampil and Dr.
Fuentes about it. They told her that the pain was the natural consequence of the surgery. Dr. Ampil then recommended that
she consult an oncologist to examine the cancerous nodes which were not removed during the operation.
On August 31, 1984, Natividad flew back to the Philippines (they went to the US to seek further treatment and they were told
that Natividad was free of cancer), However, Natividad was still suffering from pains. Two weeks thereafter, her daughter
found a piece of gauze protruding from her vagina. Upon being informed about it, Dr. Ampil proceeded to her house where he
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
2014A
But the Ramos pronouncement is not our only basis in sustaining PSIs liability. Its liability is also anchored upon the agency
principle of apparent authority or agency by estoppel and the doctrine of corporate negligence which have gained
acceptance in the determination of a hospitals liability for negligent acts of health professionals.
Apparent authority, or what is sometimes referred to as the "holding out" theory, or doctrine of ostensible agency or agency by
estoppel, has its origin from the law of agency. The concept is essentially one of estoppel and has been explained in this
manner: "The principal is bound by the acts of his agent with the apparent authority which he knowingly permits the agent to
assume, or which he holds the agent out to the public as possessing.
Our jurisdiction recognizes the concept of an agency by implication or estoppel. Article 1869 of the Civil Code reads:
ART. 1869. Agency may be express, or implied from the acts of the principal, from his silence or lack of action, or his failure to
repudiate the agency, knowing that another person is acting on his behalf without authority.
In this case, PSI publicly displays in the lobby of the Medical City Hospital the names and specializations of the physicians
associated or accredited by it, including those of Dr. Ampil and Dr. Fuentes. We concur with the Court of Appeals conclusion
that it "is now estopped from passing all the blame to the physicians whose names it proudly paraded in the public directory
leading the public to believe that it vouched for their skill and competence." Where negligence mars the quality of its services,
the hospital should not be allowed to escape liability for the acts of its ostensible agents.
We now proceed to the doctrine of corporate negligence or corporate responsibility. Jurisdictions held that a hospitals
corporate negligence extends to permitting a physician known to be incompetent to practice at the hospital. With the passage
of time, more duties were expected from hospitals, among them: (1) the use of reasonable care in the maintenance of safe and
adequate facilities and equipment; (2) the selection and retention of competent physicians; (3) the overseeing or supervision of
all persons who practice medicine within its walls; and (4) the formulation, adoption and enforcement of adequate rules and
policies that ensure quality care for its patients.
In the present case, it was duly established that PSI operates the Medical City Hospital for the purpose and under the concept
of providing comprehensive medical services to the public. Unfortunately, PSI failed to perform such duty. It is worthy to note
that Dr. Ampil and Dr. Fuentes operated on Natividad with the assistance of the Medical City Hospitals staff, composed of
resident doctors, nurses, and interns. As such, it is reasonable to conclude that PSI, as the operator of the hospital, has actual
or constructive knowledge of the procedures carried out, particularly the report of the attending nurses that the two pieces of
gauze were missing.This means that the knowledge of any of the staff of Medical City Hospital constitutes knowledge of PSI.
Now, the failure of PSI, despite the attending nurses report, to investigate and inform Natividad regarding the missing gauzes
amounts to callous negligence. Not only did PSI breach its duties to oversee or supervise all persons who practice medicine
within its walls, it also failed to take an active step in fixing the negligence committed. This renders PSI, not only vicariously
liable for the negligence of Dr. Ampil under Article 2180 of the Civil Code, but also directly liable for its own negligence under
Article 2176.
CANTRE V. SPOUSES GO, 522 SCRA 547 [2007]
Issue:
1.
2.
3.
Whether the Court of Appeals erred in holding Dr. Ampil liable for negligence and malpractice NO, Dr. Ampil is
liable because of his medical negligence in not informing Natividad of the two missing pieces of gauze
Whether the Court of Appeals erred in absolving Dr. Fuentes of any liability NO, Dr. Fuentes is not liable.
Under the Captain of the Ship doctrine, Dr. Ampil is liable because he was the head surgeon
Whether PSI may be held solidarily liable for the negligence of Dr. Ampil YES.
FACTS:
o Petitioner Dr. Milagros L. Cantre was the attending physician of respondent Nora S. Go.
o At 1:30 a.m. of April 20, 1992, Nora gave birth to her fourth child, a baby boy. However, at around 3:30 a.m., Nora suffered
profuse bleeding inside her womb due to some parts of the placenta which were not completely expelled from her womb after
delivery. Consequently, Nora suffered hypovolemic shock, resulting in a drop in her blood pressure to "40" over "0."
o Petitioner and the assisting resident physician performed various medical procedures to stop the bleeding and to restore
Noras blood pressure. Her blood pressure was frequently monitored with the use of a sphygmomanometer.
o While petitioner was massaging Noras uterus for it to contract and stop bleeding, she ordered a droplight to warm Nora and
her baby. Nora remained unconscious until she recovered.
o While in the recovery room, her husband, noticed a fresh gaping wound 2 by 3 inches in the inner portion of her left arm,
close to the armpit. The husband filed a request for investigation. In response, the medical director of the hospital, called
petitioner and the assisting resident physician to explain what happened. Petitioner said the blood pressure cuff caused the
injury.
o On May 7, 1992, the spouses went to the NBI for a physical examination, which was conducted by medico-legal officer Dr.
Floresto Arizala, Jr.The medico-legal officer later testified that Noras injury appeared to be a burn and that a droplight when
placed near the skin for about 10 minutes could cause such burn.He dismissed the likelihood that the wound was caused by a
blood pressure cuff as the scar was not around the arm, but just on one side of the arm.
o On May 22, 1992, Noras injury was referred to a plastic surgeon at the Dr. Jesus Delgado Memorial Hospital for skin
grafting, with skin sourced from her abdomen, which consequently bore a scar as well. About a year after, on April 30, 1993,
scar revision had to be performed at the same hospital. The surgical operation left a healed linear scar in Noras left arm
about three inches in length, the thickest portion rising about one-fourth (1/4) of an inch from the surface of the skin. The costs
of the skin grafting and the scar revision were shouldered by the hospital.
o Unfortunately, Noras arm would never be the same. Aside from the unsightly mark, the pain in her left arm remains. When
sleeping, she has to cradle her wounded arm. Her movements now are also restricted. Her children cannot play with the left
side of her body as they might accidentally bump the injured arm, which aches at the slightest touch.
o Thus, on June 21, 1993, respondent spouses filed a complaint for damages against petitioner, Dr. Abad, and the hospital.
o The TRIAL COURT ruled in favor of respondent spouses,and ordered the petitioners to pay the following: a. P500,000.00 in
moral damages; b. P150,000.00 exemplary damages; P80,000.00 nominal damages; d. P50,000.00as attorneys fees; and e.
P6,000.00 as litigation expenses.
o Petitioners appealed to the Court of Appeals modified the RTC decision to: P200,000.00 as moral damages and deleting the
other awards.
ISSUE:
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
10
2014A
RATIO:
RES IPSA LOQUITOR APPLIES
Courts face a unique restraint in adjudicating medical negligence cases because physicians are not guarantors of care and,
they never set out to intentionally cause injury to their patients. However, intent is immaterial in negligence cases because
where negligence exists and is proven, it automatically gives the injured a right to reparation for the damage caused.
In cases involving medical negligence, the doctrine of res ipsa loquitur allows the mere existence of an injury to justify a
presumption of negligence on the part of the person who controls the instrument causing the injury, provided that the following
requisites concur:
1. The accident is of a kind which ordinarily does not occur in the absence of someones negligence;
2. It is caused by an instrumentality within the exclusive control of the defendant or defendants; and
3. The possibility of contributing conduct which would make the plaintiff responsible is eliminated. 18
As to the first requirement, the gaping wound on Noras arm is certainly not an ordinary occurrence in the act of delivering a
baby
Second, whether the injury was caused by the droplight or by the blood pressure cuff is of no moment. Both instruments are
deemed within the exclusive control of the physician in charge under the "captain of the ship" doctrine. This doctrine holds
the surgeon in charge of an operation liable for the negligence of his assistants during the time when those assistants are
under the surgeons control. In this particular case, it can be logically inferred that petitioner, the senior consultant in charge
during the delivery of Noras baby, exercised control over the assistants assigned to both the use of the droplight and the
taking of Noras blood pressure. Hence, the use of the droplight and the blood pressure cuff is also within petitioners exclusive
control.
Third, the gaping wound on Noras left arm, by its very nature and considering her condition, could only be caused by
something external to her and outside her control as she was unconscious while in hypovolemic shock. Hence, Nora could not,
by any stretch of the imagination, have contributed to her own injury.
CAPTAIN OF THE SHIP" DOCTRINE ALSO APPLIES
Petitioners defense that Noras wound was caused by the constant taking of her blood pressure, even if the latter was
necessary given her condition, does not absolve her from liability. As testified to by the medico-legal officer, Dr. Arizala, Jr., the
medical practice is to deflate the blood pressure cuff immediately after each use. Otherwise, the inflated band can cause injury
to the patient similar to what could have happened in this case. Thus, if Noras wound was caused by the blood pressure cuff,
then the taking of Noras blood pressure must have been done so negligently as to have inflicted a gaping wound on her
arm, for which petitioner cannot escape liability under the "captain of the ship" doctrine.
THE CA CORRECTLY GAVE THE AWARD OF P200,000
Based on the foregoing, the presumption that petitioner was negligent in the exercise of her profession stands unrebutted.
Clearly, under the law, petitioner is obliged to pay Nora for moral damages suffered by the latter as a proximate result of
petitioners negligence.
We note, however, that petitioner has served well as Noras obstetrician for her past three successful deliveries. This is the
first time petitioner is being held liable for damages due to. The fact that petitioner promptly took care of Noras wound before
infection and other complications set in is also indicative of petitioners good intentions. Also, the fact that Nora was suffering
from a critical condition when the injury happened, such that saving her life became petitioners elemental concern.
Nonetheless, it should be stressed that all these could not justify negligence on the part of petitioner.
Hence, considering the specific circumstances in the instant case, the award of P200,000 as moral damages in favor of
respondents and against petitioner is just and equitable.
PHIL. HAWK V TAN LEE, 612 SCRA 576 [2010]
Facts:
Vivian Lee Tan and her husband Silvino Tan were on board a motorcycle driven by Silvino when a bus owned by Phil.
Hawk and driven by Margarito Avila hit their motorcycle.
As a result of the accident, Silvino died on the spot while Vivian suffered physical injuries which necessitated medical
attention and hospitalization;
Vivian filed before the RTC of QC a Complaint\against Philippine Hawk Corporation and Margarito Avila for damages
based on quasi-delict, arising from the vehicular accident that resulted in the death of Vivians husband and Vivians
physical injuries.
She filed an Amended Complaint, in her own behalf and in behalf of her children, in the civil case for damages against
petitioner.
She sought the payment of indemnity for the death of Silvino, moral and exemplary damages, funeral and interment
expenses, medical and hospitalization expenses, the cost of the motorcycle's repair, attorney's fees, and other just and
equitable reliefs.
The accident involved a motorcycle, a passenger jeep, and a bus owned by petitioner Philippine Hawk Corporation, and
was then being driven by Margarito Avila.
In its Answer, Phil. Hawk denied liability for the vehicular accident, alleging that the immediate and proximate cause of
the accident was the recklessness or lack of caution of Silvino. Phil. Hawk asserted that it exercised the diligence of a
good father of the family in the selection and supervision of its employees, including Margarito Avila.
According to Vivians testimony that she was riding on their motorcycle driven by her husband, at a place after a Caltex
gasoline station in Barangay Buensoceso, Gumaca, Quezon on the way to Lopez, Quezon. They came from the
Pasumbal Machine Shop.. They were on a stop position at the side of the highway; and when they were about to make
a turn, she saw a bus running at fast speed coming toward them, and then the bus hit a jeep parked on the roadside,
and their motorcycle as well. She lost consciousness and was brought to the hospital in Quezon, where she was
confined for a week. She was later transferred to St. Luke's Hospital in Quezon City, Manila. She suffered a fracture on
her left chest, her left arm became swollen, she felt pain in her bones, and had high blood pressure. Her husband died
due to the vehicular accident. The immediate cause of his death was massive cerebral hemorrhage.
She further testified that her husband was leasing and operating a Caltex gasoline station in Gumaca, Quezon that
yielded PhP1M a year in revenue. They also had a copra business, which gave them an income of P3k a month or
P36k a year.
The driver of the passenger jeep involved in the accident, testified that his jeep was parked on the left side of the
highway near the Pasumbal Machine Shop. He did not notice the motorcycle before the accident. But he saw the bus
dragging the motorcycle along the highway, and then the bus bumped his jeep and sped away.
Bus driver, Margarito testified that he was driving his bus at 60 kph on the Maharlika Highway. When they were at
Barangay Buensoceso, Gumaca, Quezon, a motorcycle ran from his left side of the highway, and as the bus came
near, the motorcycle crossed the path of the bus, and so he turned the bus to the right. He heard a loud banging sound.
From his side mirror, he saw that the motorcycle turned turtle ("bumaliktad"). He did not stop to help out of fear for his
life, but drove on and surrendered to the police. He denied that he bumped the motorcycle. Avila further testified that he
had previously been involved in sideswiping incidents, but he forgot how many times.
Operations officer of Philippine Hawk, testified that, like their other drivers, Avila was subjected to and passed the
following requirements:
(1) Submission of NBI clearance;
(2) Certification from his previous employer that he had no bad record;
(3) Physical examination to determine his fitness to drive;
(4) Test of his driving ability, particularly his defensive skill; and
(5) Review of his driving skill every six months.16cralaw
RTC rendered judgment against petitioner and Avila, finding Avila guilty of simple negligence, and ordering Philippine
Hawk and Avila to pay them jointly and solidarily the sum of P745,575 for loss of earnings and actual damages plus
P50k as moral damages.
The trial court held Phil Hawk liable for failing to exercise the diligence of a good father of the family in the selection and
supervision of Avila, having failed to sufficiently inculcate in him discipline and correct behavior on the road.
On appeal by Phil. Hawk, CA affirmed the decision of the trial court with modification in the award of damages.
Philippine Hawk and Avila were ordered to pay jointly and severally the following amount: (a) P168,019.55 as actual
damages; (b) P10k as temperate damages; (c) P100k as moral damages; (d) P590k as unearned income; and (e)
P50k as civil indemnity.22cralaw
Issues:
(1) Whether or not negligence may be attributed to Phil Hawk's driver, and whether negligence on his part was the proximate
cause of the accident, resulting in the death of Silvino and causing physical injuries to Vivian; - Yes
(2) whether or not Phil Hawk is liable to respondent for damages; and - Yes
(3) whether or not the damages awarded by CA are proper. Yes but in modified amount
Held:
WHEREFORE, the petition is DENIED. The Decision of the Court of Appeals dated August 17, 2004 in CA-G.R. CV No. 70860
is hereby AFFIRMED with MODIFICATION. Petitioner Philippine Hawk Corporation and Margarito Avila are hereby ordered to
pay jointly and severally respondent Vivian Lee Tan: (a) civil indemnity P50k; (b) actual damages P127,192.85; (c) moral
damages P80k; (d) indemnity for loss of earning capacity in the amount of P1M; and (e) temperate damages in the
amount of P10k.
Ratio:
The Court agree[s] with the bus driver Margarito that the motorcycle was moving ahead of the bus towards the right side from
the left side of the road, but disagrees with him that it crossed the path of the bus while the bus was running on the right side of
the highway.
If the bus were on the right side of the highway and Margarito turned his bus to the right in an attempt to avoid hitting it,
then the bus would not have hit the passenger jeep vehicle which was then parked on the left side of the road. The fact
that the bus hit the jeep too, shows that the bus must have been running to the left lane of the highway from right to the
left, that the collision between it and the parked jeep and the moving rightways cycle became inevitable. Besides,
Margarito said he saw the motorcycle before the collision ahead of the bus; that being so, an extra-cautious public utility
driver should have stepped on his brakes and slowed down. Here, the bus never slowed down, it simply maintained its
highway speed and veered to the left. This is negligence indeed.\
A review of the records showed that it was petitioner's witness, Efren Delantar Ong, who was about 15m away from the
bus when he saw the vehicular accident. Nevertheless, this fact does not affect the finding of the trial court that
petitioner's bus driver,
Margarito Avila, was guilty of simple negligence. Foreseeability is the fundamental test of negligence. To be negligent, a
defendant must have acted or failed to act in such a way that an ordinary reasonable man would have realized that certain
interests of certain persons were unreasonably subjected to a general but definite class of risks.w
In this case, the bus driver, who was driving on the right side of the road, already saw the motorcycle on the left side of
the road before the collision. However, he did not take the necessary precaution to slow down, but drove on and
bumped the motorcycle, and also the passenger jeep parked on the left side of the road, showing that the bus was
negligent in veering to the left lane, causing it to hit the motorcycle and the passenger jeep.
Whenever an employee's negligence causes damage or injury to another, there instantly arises a presumption that the
employer failed to exercise the due diligence of a good father of the family in the selection or supervision of its employees.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
11
To avoid liability for a quasi-delict committed by his employee, an employer must overcome the presumption by
presenting convincing proof that he exercised the care and diligence of a good father of a family in the selection and
supervision of his employee.
Petitioner is liable to respondent, since it failed to exercise the diligence of a good father of the family in the selection
and supervision of its bus driver, Avila, for having failed to sufficiently inculcate in him discipline and correct behavior on
the road. Indeed, petitioner's tests were concentrated on the ability to drive and physical fitness to do so. It also did not
know that Avila had been previously involved in sideswiping incidents.
CA correctly awarded civil indemnity for the death of respondent's husband, temperate damages, and moral damages for the
physical injuries sustained by respondent in addition to the damages granted by the trial court to respondent. The trial court
overlooked awarding the additional damages, which were prayed for by respondent in her Amended Complaint. The appellate
court is clothed with ample authority to review matters, even if they are not assigned as errors in the appeal, if it finds that their
consideration is necessary in arriving at a just decision of the case.
The indemnity for loss of earning capacity of the deceased is provided for by Article 2206 of the Civil Code.
Compensation of this nature is awarded not for loss of earnings, but for loss of capacity to earn money.w
As a rule, documentary evidence should be presented to substantiate the claim for damages for loss of earning
capacity. By way of exception, damages for loss of earning capacity may be awarded despite the absence of
documentary evidence when:
o
(1) the deceased is self-employed and earning less than the minimum wage under current labor laws, in
which case, judicial notice may be taken of the fact that in the deceased's line of work no documentary
evidence is available; or
o
(2) the deceased is employed as a daily wage worker earning less than the minimum wage under current
labor laws.
Records show that Vivian's husband was leasing and operating a Caltex gasoline station in Gumaca, Quezon. She
testified that her husband earned an annual income of Php 1M. She presented in evidence a Certificate of Creditable
Income Tax Withheld at Source for the Year 1990, which showed that respondent's husband earned a gross income of
P950,988.43 in 1990. It is reasonable to use the Certificate and Vivian's testimony as bases for fixing the gross annual
income of the deceased at one million pesos before respondent's husband died on March 17, 1999.
However, no documentary evidence was presented regarding the income derived from their copra business; hence, the
testimony of respondent as regards such income cannot be considered.
In the computation of loss of earning capacity, only net earnings (total earnings necessary expenses for the creation
of such earnings living and other expenses), not gross earnings, are to be considered;
In the absence of documentary evidence, it is reasonable to peg necessary expenses for the lease and operation of the
gasoline station at 80 percent of the gross income, and peg living expenses at 50 percent of the net income (gross
income less necessary expenses).
Net
Earning
Capacity
Life
Expectancy
[2/3 (80-age at the time
of death)]
Reasonable
Necessary
(80% of GAI)
and
Expenses
[2/3 (80-65)]
P1,000,000.00
P800,000.00
2/3 (15)
P200,000.00
P100,000.00(Living
Expenses)
30/3
P100,000.00
10
P100,000.00
P1,000,000.00
CA also awarded actual damages for the expenses incurred in connection with the death, wake, and interment of
respondent's husband in the amount of P154,575.30, and the medical expenses of respondent in the amount of
P168,019.55. Actual damages must be substantiated by documentary evidence, such as receipts, in order to prove
expenses incurred as a result of the death of the victim or the physical injuries sustained by the victim. A review of the
valid receipts submitted in evidence showed that total actual damages is P127,192.85.
CA correctly sustained the award of moral damages in the amount of P50,000.00 for the death of respondent's
husband. Moral damages are awarded to allow the plaintiff to obtain means, diversions or amusements that will
serve to alleviate the moral suffering he/she has undergone due to the defendant's culpable action and must,
perforce, be proportional to the suffering inflicted.
CA correctly awarded temperate damages in the amount of P10,000.00 for the damage caused on respondent's
motorcycle. Under Art. 2224 of the Civil Code, temperate damages "may be recovered when the court finds that some
pecuniary loss has been suffered but its amount cannot, from the nature of the case, be proved with certainty."
o
The cost of the repair of the motorcycle was prayed for by respondent in her Complaint. However, the
evidence presented was merely a job estimate of the cost of the motorcycle's repair amounting to P17,
829.00.
o
CA held that there was no doubt that the damage caused on the motorcycle was due to the negligence of
petitioner's driver. In the absence of competent proof of the actual damage caused on the motorcycle or
the actual cost of its repair, the award of temperate damages by the appellate court in the amount of
P10,000.00 was reasonable under the circumstances.
CA also correctly awarded respondent moral damages for the physical injuries she sustained due to the vehicular
accident. Under Art. 2219 of the Civil Code, moral damages may be recovered in quasi-delicts causing physical injuries.
However, the award of P50,000.00 should be reduced to P30,000.00 in accordance with prevailing jurisprudence.
2014A
CA correctly awarded respondent civil indemnity for the death of her husband, which has been fixed by current
jurisprudence at 50k. The award is proper under Art. 2206 of the Civil Code.
Spouses Solimans daughter, Angelica Soliman, was found to be suffering from osteosarcoma, osteoblastic type,
a high-grade (highly malignant) cancer of the bone which usually affects teenage children.
Following this diagnosis, Angelicas right leg was amputated by Dr. Jaime Tamayo in order to remove the tumor.
As adjuvant treatment, chemotherapy was suggested. Angelica was referred to Dr. Li, a medical oncologist.
She was discharged four days after the surgery but was instructed to return after two or three weeks for the
chemotherapy.
On August 18, 1993, she was readmitted to St. Lukes Medical Center (SLMC). She died 11 days later.
SLMC refused to release a death certificate without payment of the hospital bill. Hence, the spouses brought
their daughters cadaver to the PNP Crime Laboratory for post-mortem examination.
The Medico-Legal Report indicated the cause of death as Hypovolemic shock secondary to multiple organ
hemorrhages and Disseminated Intravascular Coagulation.
On the other hand, the Certificate of Death issued by SLMC indicated that the immediate cause of death was
osteosarcoma.
The spouses filed a damage suit against Dr. Li, Dr. Marbella and Dr. Ledesma (Dr. Lis assistants in handling
Angelicas case), Dr. Arriete, and SLMC.
They were charged with negligence and disregard of Angelicas safety, health, and welfare by their
careless administration of the chemotherapy drugs, their failure to observe the essential
precautions in detecting early the symptoms of fatal blood platelet decrease and stopping early on
the chemotherapy, which bleeding led to hypovolemic shock that caused Angelicas untimely
demise.
Dr. Li assured the spouses that Angelica would recover in view of 95% chance of healing with
chemotherapy and enumerated the side effects as: (1) slight vomiting; (2) hair loss; and (3)
weakness.
Spouses claim that they would not have given their consent to chemotherapy had Dr. Li not falsely
assured them of its side effects.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
12
o
o
Dr. Li denied having been negligent in administering the chemotherapy drugs to Angelica and asserted that she
had fully explained to the spouses how the chemotherapy will affect not only the cancer cells but also the
patients normal body parts, including the white and red blood cells and platelets.
What happened to Angelica can be attributed to malignant tumor cells possibly left behind after
surgery. Few as they may be, these have the capacity to compete for nutrients such that the body
becomes so weak structurally (cachexia) and functionally in the form of lower resistance of the
body to combat infection.
This infection becomes uncontrollable and triggers a chain of events (sepsis or septicemia) that
may lead to bleeding in the form of Disseminated Intravascular Coagulation (DIC), as what the
autopsy report showed in the case of Angelica.
Witnesses presented by spouses:
Dr. Vergara (medico-legal): the DIC can be attributed to the chemical agents in the drugs given to
the victim, which caused platelet reduction resulting to bleeding sufficient to cause the victims
death. The time lapse for the production of DIC (from the time of diagnosis of sarcoma) was too
short, considering the survival rate of about 3 years. Dr. Vergara admitted that she is not a
pathologist but her statements were based on the opinion of an oncologist whom she had
interviewed.
Dr. Balmaceda: it is the physicians duty to inform and explain to the patient or his relatives every
known side effect of the procedure or therapeutic agents to be administered, before securing the
consent of the patient or his relatives to such procedure or therapy. He stressed that the patient or
relatives must be informed of all known side effects based on studies and observations, even if
such will aggravate the patients condition.
Dr. Tamayo (who performed the amputation) testified for Dr. Li : Dr. Li was one of the most proficient in the
treatment of cancer and the patient was afflicted with a very aggressive type of cancer necessitating
chemotherapy as adjuvant treatment
RTC- Dr. Li is not liable for damages as she observed the best known procedures and employed her highest skill
and knowledge in the administration of chemotherapy drugs on Angelica. Citing Picart v Smith, declared that Li
has taken the necessary precaution against the adverse effect of chemotherapy on Angelica. A wrong decision is
not by itself negligence.
CA- awarded damages; while there was no negligence on her part, Dr. Li as her attending physician failed to fully
explain to the spouses all the known side effects of chemotherapy (doctrine of informed consent)
ISSUE:
WoN Dr. Li can be liable for failure to fully disclose serious side effects of chemotherapy, despite the absence of finding that
Dr. Li was negligent in administering said treatment.
HELD:
NO. 1) There was adequate disclosure of material risks and 2) the spouses failed to present expert testimony.
RATIO:
o
o
o
The doctrine of informed consent within the context of physician-patient relationships goes far back into
English common law.
As early as 1767, doctors were charged with battery (unauthorized physical contact with a patient)
if they had not gained the consent of their patients prior to performing a surgery or procedure.
Schoendorff v Society of New York Hospital: Every human being of adult years and sound mind
has a right to determine what shall be done with his own body; and a surgeon who performs an
operation without his consent, commits and assault, for which he is liable in damages.
Canterbury v Spence: (as to scope of disclosure) The disclosure rule only requires of the physician
a reasonable explanation, which means generally informing the patient in nontechnical terms as to
what is at stake, the therapy alternatives available to him, the goals expectably to be achieved, and
the risks that may ensue from particular treatment or no treatment.
The patients right of self-decision can only be effectively exercised if the patient possesses
adequate information to enable him in making an intelligent choice. The test therefore for
determining whether a potential peril must be divulged is its materiality to the patients decision.
Four essential elements to prove in a malpractice action based upon the doctrine of informed consent: (1) The
physician had a duty to disclose material risks; (2) S/he failed to disclose or inadequately disclosed those risks;
(3) As a direct and proximate result of the failure to disclose, the patient consented to treatment s/he otherwise
would not have consented to and (4) Plaintiff was injured by the proposed treatment
Plaintiff is required to point to significant undisclosed information relating to the treatment which would have
altered her decision to undergo it.
On disclosure of material risks
There was adequate disclosure of material risks inherent in the chemotherapy procedure performed
with the consent of Angelicas parents.
When Dr. Li informed the spouses beforehand of the side effects which include lowered counts of
WBC and RBC, decrease in blood platelets, possible kidney or heart damage and skin darkening,
there is reasonable expectation on the part of the doctor that the respondents understood very well
that the severity of these side effects will not be the same for all patients undergoing the procedure.
By the very nature of the disease, the physician cannot precisely determine each patients reaction
to the chemical agents.
That death can possibly result from complications of the treatment or the underlying cancer itself is
a risk that cannot be ruled out, as with most other major medical procedures, but conclusion can be
reasonably drawn from the general side effects of chemotherapy already disclosed.
On failure to present expert testimony
In a medical malpractice action based on lack of informed consent, the plaintiff must prove both the
duty and the breach of that duty through expert testimony. Such testimony must show the
customary standard of care of physicians in the same practice as that of the defendant doctor.
2014A
The testimony of Dr. Balmaceda, who is not an oncologist, does not qualify as expert testimony to
establish the standard of care in obtaining consent for chemotherapy treatment.
Carpio, dissenting.
o
There are two standards by which courts determine what constitutes adequate disclosure of associated risks and
side effects of a proposed treatment:
Physician standard- a doctor is obligated to disclose that information which a reasonable doctor in
the same field of expertise would have disclosed to his/her patient
Patient standard- a doctor is obligated to disclose that information which a reasonable patient
would deem material in deciding whether to proceed with a proposed treatment
o
Historically, courts used the physician standard. However, modern prevailing trend among courts is to use the
patient standard of materiality.
o
Any definition of scope in terms of a professional standard is at odds with the patients prerogative to decide on
projected therapy himself.
o
In order to determine what risks and side effects of a proposed treatment are material and should be disclosed to
the patient, testimony by an expert witness is unnecessary (Canterbury).
o
Dr. Li admitted that she assured the spouses that there was an 80%b chance that Angelicas cancer would be
controlled and that she disclosed to them only some of the associated risks and side effects of chemotherapy.
Thus, Dr. Li impliedly admits that she failed to disclose many of the other associated risks and side
effects of chemotherapy, including the most materialinfection, sepsis, and death.
o
Clearly, infection, sepsis, and death are material risks and side effects of chemotherapy. To any reasonable
person, the risk of death is one of the most important, if not the most important, consideration in deciding whether
to undergo a proposed treatment.
o
Had the spouses fully known the severity of the risks and side effects of chemotherapy, they may have opted not
to go through with the treatment of their daughter. In fact, after some of the side effects of chemotherapy
manifested, they asked Dr. Li to stop the treatment.
Brion, concurring and dissenting.
o
Concurs in the result and its conclusion that the respondents failed to prove by preponderance of evidence the
essential elements of a cause of action based on the doctrine of informed consent.
o
Disagrees with the ponencias conclusion that there was adequate disclosure of material risks of the
chemotherapy administered in view of a complete absence of competent expert testimony establishing a medical
disclosure standard in the case.
o
Rather, the conclusion is based on spouses failure to prove by competent expert testimony the first and fourth
elements of a prima facie case for lack of informed consent, specifically:
1)
The scope of the duty to disclose and the violation of this duty (i.e., failure to define what should be
disclosed and to disclose the required material risks or side effects of chemotherapy that allow the patient
and/or her parents to properly decide whether to undergo chemotherapy
2)
That the chemotherapy administered by Dr. Li proximately caused the death of Angelica Soliman.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
13
2014A
obligations, neither party incurs in delay if the other does not comply.
There was then a perfected contract of sale between the parties; there had been a meeting of the minds upon the purchase by
Agcaoili of a determinate house and lot in the GSIS Housing Project at Nangka, Marikina, Rizal at a definite price payable in
amortizations at P31.56 per month, and from the moment the parties acquired the right to reciprocally demand performance. It
was, to be sure, the duty of the GSIS, as seller, to deliver the thing sold in a condition suitable for its enjoyment by the buyer
for the purpose contemplated, in other words, to deliver the house subject of the contract in a reasonably livable state. Thi s it
failed to do.
SSS V. MOONWALK, 221 SCRA 119
FACTS:
Moonwalk contracted an interim loan with SSS for 30M and executed several deeds of mortgage to secure such loan. About
12M was released and Moonwalk executed a promissory note and Moonwalk paid about 23.6M for the entire loan (principal
and interest) based on the statement of account prepared by SSS. SSS then released the properties from the mortgage.
However, SSS sent letters to Moonwalk stating that it committed an honest mistake for releasing Moonwalk from its obligation
because the penalty charges, as stated in the contract, were not included in the computation. SSS then sued Moonwalk but
the same was dismissed because of extinguishment by payment and the subsequent release of the mortgage. The IAC
affirmed the decision, stating that a penal clause is an accessory obligation to enforce the performance of a principal
obligation. Thus, the penalty charges being claimed cannot exist without the main obligation.
Article 1169
Art. 1169. Those obliged to deliver or to do something incur in delay from the time the obligee judicially
or extrajudicially demands from them the fulfillment of their obligation.
However, the demand by the creditor shall not be necessary in order that delay may exist:
(1) When the obligation or the law expressly so declare; or
(2) When from the nature and the circumstances of the obligation it appears that the
designation of the time when the thing is to be delivered or the service is to be rendered
was a controlling motive for the establishment of the contract; or
(3) When demand would be useless, as when the obligor has rendered it beyond his
power to perform.
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. (1100a)
ISSUE:
WON the penalty can be collected by SSS. (When is the penalty demandable?)
HELD:
No. A penalty is demandable in case of non-performance or late performance of the main obligation. In other words, in order
that the penalty may arise, there must a breach of the obligation either by total or partial non-fulfillment or there is nonfulfillment in point of time which is called mora or delay. Considering also that the principal obligation had been extinguished,
the demand made by SSS was therefore ineffective. According to Art. 1226 of the Civil Code, a penalty may be enforced
only when it is demandable in accordance with the Code. Thus, a distinction must be made between a positive and a
negative obligation. In positive obligations (to give or to do), the penalty is demandable when the debtor is in mora; hence, the
necessity of demand by the debtor unless the same is excused.
According to Art. 1169, delay is incurred from the time the obligee judicially or extrajudicially demands from the obligor. There
are only three instances when demand is not necessary to render the obligor in default: (1) when the obligation or the law
expressly so declares; (2) when from the nature and the circumstances of the obligation it appears that the designation of the
time when the thing is to delivered or the services is to be rendered was a controlling motive for the establishment of the
contract; or (3) when the demand would be useless, as when the obligor has rendered it beyond his power to perform. The
case does not fall under the exceptions and the provision on the promissory note (providing for the time when payment by
amortization is to be made) does not excuse SSS from making a demand (considering that Moonwalk has been delinquent for
a long time). Mere delinquency in payment does not necessarily mean delay in the legal concept. To be in default, the
following requisites must be present: (1) that the obligation be demandable and already liquidated; (2) that the debtor delays
performance; and (3) that the creditor requires the performance judicially and extrajudicially. Default generally begins from
the moment the creditor demands the performance of the obligation. Nowhere in the case did it appear that SSS
demanded from Moonwalk the payment of its monthly amortizations, neither the payment of the stipulated penalty. Moonwalk
paid its obligation in full based on the statement of account so it was never in default because SSS never compelled
performance. If the statement of account could be interpreted as a demand, the demand was complied with on time. Thus,
SSS cannot demand such penalty after the extinguishment of the obligation.
When a government created corporation enters into a contract with a private party concerning a loan, it descends to the level
of a private person. Hence, it is subject to the rules on contracts applicable to private persons.
LORENZO SHIPPING V BJ MARTHEL, 443 SCRA 163
Facts:
Respondent was the supplier of spare parts for the petitioners engines. Sometime in 1989, petitioner asked for a quotation of
various parts for an engine. Respondent gave them formal quotation with the following terms: 1. DELIVERY: Within 2 months
after receipt of firm order 2. 25% DP upon delivery 3. Balance payable in 5 bi-monthly equal installments not to exceed 90
days. On Nov 2, 1989 petitioner then issued a purchase order for 1 set of Cylinder Liner valued at P477,000.00 to be used for
M/V Dadiangas Express. Instead of paying the 25% downpayment, petitioner issued 10 postdated checks (Allied Bank
Corporation). The checks were suppose to represent the full payment of the aforementioned cylinder liner. Subsequently on
Jan 15, 1990 petitioner then issued a 2 nd purchase order for yet another unit of cylinder liner. Both purchase orders did not
state the delivery date of the cylinders. Terms were 25% DP and the balance to be paid in 5-bi monthly installments.
On January 26, 1990, respondent deposited the check that was postdated January 18, 1990. It was dishonored. The
remaining 9 postdated checks were then returned by respondent to petitioner. The parties presented disparate accounts of
what happened to the check which was previously dishonored. Petitioner claimed that it replaced said check with a good one,
the proceeds of which were applied to its other obligation to respondent. For its part, respondent insisted that it returned said
postdated check to petitioner.
Anyway, despite returning the checks, respondent still placed an order for the 2 sets of cylinder liners with its principal in
Japan, opening a line of credit. Respondent then delivered the said 2 items on April 20 1990, at petitioners warehouse in
North Harbor, Manila. Petitioners warehouseman accepted the items. The sales invoices both contain the notation subject to
verification under which the signature of Eric Go, petitioners warehouseman appeared. Thus respondent sent a Statement of
Account on November 15, 1990 to petitioner which remained unpaid. Respondent then sent a demand letter on January 2,
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
14
2014A
Here, there is no showing that petitioner notified respondent of its intention to rescind the contract of sale between them. Quite
the contrary, respondent's act of proceeding with the opening of an irrevocable letter of credit on 23 February 1990 belies
petitioner's claim that it notified respondent of the cancellation of the contract of sale. Truly, no prudent businessman would
pursue such action knowing that the contract of sale, for which the letter of credit was opened, was already rescinded by the
other party.
Petitioner claims that time was of the essence in the delivery of the cylinder liners and that the delivery on April 20 1990 of said
items was late as respondent committed to deliver said items "within two (2) months after receipt of firm order" from petitioner.
BPI V. CA, 490 SCRA 168 [2006]
Issue:
Was there late delivery of the subjects of the contract of sale to justify petitioner to disregard the terms of the contract
considering that time was of the essence thereof? NO!
Rationale:
In determining whether time is of the essence in a contract, the ultimate criterion is the actual or apparent intention of the
parties and before time may be so regarded by a court, there must be a sufficient manifestation, either in the contract itself or
the surrounding circumstances of that intention. Petitioner insists that although its purchase orders did not specify the dates
when the cylinder liners were supposed to be delivered, nevertheless, respondent should abide by the term of delivery
appearing on the quotation it submitted to petitioner. Petitioner theorizes that the quotation embodied the offer from
respondent while the purchase order represented its (petitioner's) acceptance of the proposed terms of the contract of sale.
Thus, petitioner is of the view that these two documents "cannot be taken separately as if there were two distinct contracts."32
We do not agree.
It is a cardinal rule in interpretation of contracts that if the terms thereof are clear and leave no doubt as to the intention of the
contracting parties, the literal meaning shall control. However, in order to ascertain the intention of the parties, their
contemporaneous and subsequent acts should be considered. In the present case, we cannot subscribe to the position of
petitioner that the documents, by themselves, embody the terms of the sale of the cylinder liners. One can easily glean the
significant differences in the terms as stated in the formal quotation and the first Purchase Order with regard to the due date of
the down payment for the first cylinder liner and the date of its delivery as well as the 2 nd Purchase Order with respect to the
date of delivery of the second cylinder liner. While the quotation provided by respondent evidently stated that the cylinder liners
were supposed to be delivered within two months from receipt of the firm order of petitioner and that the 25% down payment
was due upon the cylinder liners' delivery, the purchase orders prepared by petitioner clearly omitted these significant items.
The petitioner's Purchase Order made no mention at all of the due dates of delivery of the first cylinder liner and of the
payment of 25% down payment. Its subsequent Purchase Order likewise did not indicate the due date of delivery of the
second cylinder liner.
In the case of Bugatti v. Court of Appeals, we reiterated the principle that "[a] contract undergoes three distinct stages
preparation or negotiation, its perfection, and finally, its consummation. Negotiation begins from the time the prospective
contracting parties manifest their interest in the contract and ends at the moment of agreement of the parties. The perfection or
birth of the contract takes place when the parties agree upon the essential elements of the contract. The last stage is the
consummation of the contract wherein the parties fulfill or perform the terms agreed upon in the contract, culminating in the
extinguishment thereof." In the instant case, the formal quotation provided by respondent represented the negotiation phase of
the subject contract of sale between the parties. As of that time, the parties had not yet reached an agreement as regards the
terms and conditions of the contract of sale of the cylinder liners. Petitioner could very well have ignored the offer or tendered
a counter-offer to respondent while the latter could have, under the pertinent provision of the Civil Code, withdrawn or modified
the same. The parties were at liberty to discuss the provisions of the contract of sale prior to its perfection.
Notably, petitioner was the one who caused the preparation of 2 Purchase Orders yet it utterly failed to adduce any justification
as to why said documents contained terms which are at variance with those stated in the quotation provided by respondent.
The only plausible reason for such failure on the part of petitioner is that the parties had, in fact, renegotiated the proposed
terms of the contract of sale. Moreover, as the obscurity in the terms of the contract between respondent and petitioner was
caused by the latter when it omitted the date of delivery of the cylinder liners in the purchase orders and varied the term with
respect to the due date of the down payment, said obscurity must be resolved against it. When the time of delivery is not fixed
or is stated in general and indefinite terms, time is not of the essence of the contract. In such cases, the delivery must be made
within a reasonable time. In this case the SC ruled that delivery on April 20, 1990 was made within reasonable time.
Finally, the ten postdated checks issued in November 1989 by petitioner and received by the respondent as full payment of the
purchase price of the first cylinder liner supposed to be delivered on 02 January 1990 fail to impress. It is not an indication of
failure to honor a commitment on the part of the respondent. The earliest maturity date of the checks was 18 January 1990. As
delivery of said checks could produce the effect of payment only when they have been cashed, respondent's obligation to
deliver the first cylinder liner could not have arisen as early as 02 January 1990 as claimed by petitioner since by that time,
petitioner had yet to fulfill its undertaking to fully pay for the value of the first cylinder liner. As explained by respondent, it
proceeded with the placement of the order for the cylinder liners with its principal in Japan solely on the basis of its previously
harmonious business relationship with petitioner.
Facts:
Far East Bank and Trust Company (BPI) granted a total of eight (8) loans to Noahs Arc Merchandising (Noahs Ark), a single
proprietorship owned by Mr. Albert T. Looyuko. The loans were evidenced by identical Promissory Notes all signed by
Looyuko, Jimmy Go and Wilson Go. All the loans were secured by real estate mortgage constituted over a parcel of land
covered by TCT No. 160277 registered in the names of Mr. Looyuko and Jimmy Go. BPI, claiming that Noahs Ark defaulted in
its obligations, extrajudicially foreclosed the mortgage. The auction sale was set but Jimmy Go filed a complaint for damages
with prayer for issuance of TRO and/or writ of preliminary injunction seeking [to] enjoin the auction sale.
Judge Urbano C. Victorio, Sr. granted the TRO and extended the same for another 15 days, for a total of 20 days. He also
granted the application for preliminary injunction which took effect upon posting of a bond in the amount of Two Hundred
Thousand Pesos (P200,000.00). Jimmy Go filed a bond as required by the order. BPI moved for a reconsideration of the order
which motion was denied on the ground that the extrajudicial foreclosure was premature as to four (4) promissory notes.
BPI filed a petition for certiorari with the Court of Appeals, praying that the orders granting the writ of preliminary injunction and
denying the motion for reconsideration be annulled and set aside and the writ of preliminary injunction be dissolved. BPI also
asked to be allowed to proceed with the auction sale of the property.
The Court of Appeals promulgated its decision which partially denied the petition for certiorari. This is a petition for review on
certiorari filed by BPI of the decision and resolution of the Court of Appeals, which in turn partially denied a petition for
certiorari questioning the temporary restraining order (TRO) and preliminary injunction issued by Judge Victorio.
Issue:
Was demand by BPI necessary upon Jimmy Go? NO. Waiver.
Courts Ruling:
Jimmy Go was not entitled to the TRO nor to the preliminary injunction.
Rationale:
Jimmy Go claimed that demand was not made upon him, in spite of the fact that he co-signed the promissory notes. He also
argues that only four of the eight promissory notes secured by the mortgage had become due. A reading of the promissory
notes discloses that as co-signor, Jimmy Go waived demand. Furthermore, the promissory notes contain an acceleration
clause:
Upon the happening of any of the following events, FAR EAST BANK AND TRUST COMPANY or the holder, may at its option,
forthwith accelerate maturity and the unpaid balance of the principal, as well as interest and other charges which have
accrued, shall become due and payable without demand or notice[:](1) default in payment or performance of any obligation of
any of the undersigned to FAR EAST BANK AND TRUST COMPANY or its affiliated companies.
I/We hereby waive any diligence, presentment, demand, protest or notice of non-payment o[r] dishonor with respect
to this note or any extension thereof.
The Civil Code in Article 1169 provides that one incurs in delay or is in default from the time the obligor demands the fulfillment
of the obligation from the obligee, thus:
Art. 1169. Those obliged to deliver or to do something incur in delay from the time the obligee judicially or extrajudicially
demands from them the fulfillment of their obligation.
However, the demand by the creditor shall not be necessary in order that delay may exist:
(1) When the obligation or the law expressly so declare
The law expressly provides that demand is not necessary under certain circumstances, and one of these circumstances is
when the parties expressly waive demand. Hence, since the co-signors expressly waived demand in the promissory notes,
demand was unnecessary for them to be in default.
As an aside, let it be underscored that "[e]ven where time is of the essence, a breach of the contract in that respect by one of
the parties may be waived by the other party's subsequently treating the contract as still in force." Petitioner's receipt of the
cylinder liners when they were delivered to its warehouse on 20 April 1990 clearly indicates that it considered the contract of
sale to be still subsisting up to that time. Indeed, had the contract of sale been cancelled already as claimed by petitioner, it no
longer had any business receiving the cylinder liners even if said receipt was "subject to verification." By accepting the cylinder
liners when these were delivered to its warehouse, petitioner indisputably waived the claimed delay in the delivery of said
items.
Facts:
Respondents are engaged in the large-scale business of buying broiler eggs, hatching them, and selling the chicks and egg
by-products in Bulacan and Nueva Ecija. ASJ Corp, registered in the name of San Juan and his family, was engaged by the
spouses for their hatchery services.
We, therefore, hold that in the subject contracts, time was not of the essence. The delivery of the cylinder liners on 20 April
1990 was made within a reasonable period of time considering that respondent had to place the order for the cylinder liners
with its principal in Japan and that the latter was, at that time, beset by heavy volume of work.
In 1991, respondents delivered to petitioners, eggs at an agreed service fee of 80 cents per egg, whether successfully hatched
or not. Each delivery was reflected in a Setting Report that indicated the number of eggs received, etc. Initially, the service
fees were paid upon release of the eggs and by-products to respondents but later, respondents delayed on their payments.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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On June 17, 1998, PSE demanded from Finvest the payment of its obligations to the PSE in the amount of P4,267,339.99.
Upon failure of Finvest to settle its obligations, PSE sought authority from the SEC to take over the operations of Finvest in
accordance with PSEs undertaking pursuant to Section 22(a)(5) of the Revised Securities Act. SEC authorized it to take over
the operations of Finvest in order to continue preserving the latters assets.
As of August 11, 1998, Finvests total obligation to PSE, representing penalties, charges and fines for violations of pertinent
rules, was pegged at P5,990,839.99. Finvest promised to settle all obligations to its clients and to PSE subject to verification of
the amount due, but Finvest requested a deadline of July 31, 1999. PSE granted Finvests request, with the warning that,
should Finvest fail to meet the deadline, PSE might exercise its right to sell Finvests membership seat and use the proceeds
thereof to settle its obligations to the PSE, its member-brokers and its clients.
On February 3, 1999, PSE inquired from Finvest if it had already settled all duly acknowledged claims of its clients and its
liabilities to PSE.
For fear of San Juan, respondents never went back to the hatchery. Respondents filed with the RTC an action for damages
based on petitioners retention of the chicks and by-products covered by Setting Report Nos. 108 to 113.
In its Letter of February 23, 1999, PSE informed Finvest that it would only issue a written clearance after Finvest had settled its
obligations to PSE and paid all acknowledged liabilities to various clients. On April 26, 1999, Finvest requested a hearing to
determine the amount of its liability and to exhaust the possibility of arriving at a reasonable solution, and reiterated its appeal
for the resumption of its operations.
Petitioners contend that the retention was justified and did not constitute an abuse of rights since it was respondents who
failed to comply with their obligation. Respondents aver that all the elements on abuse of rights were present. They further
state that despite their offer to partially satisfy the accrued service fees, and the fact that the value of the chicks and byproducts was more than sufficient to cover their unpaid obligations, petitioners still chose to withhold the delivery.
On April 21, 1999, PSE again sent a demand letter to Finvest, reminding the aside Finvests request, urging it instead to settle
all of its obligations by May 31, 1999; otherwise, PSE would be forced to recommend to the SEC the liquidation of its assets
and sell its seat at public auction, pursuant to its Pledge Agreement5 with Finvest. Finvest protested the imposition of the
deadline for being arbitrary on the ground that the claims against it had not yet been established.
RTC ruled in favor of respondents and made the following findings: (1) as of Setting Report No. 107, respondents owed
petitioners P102,336.80; (2) petitioners withheld the release of the chicks and by-products covered by Setting Report
Nos. 108-113; and (3) the retention of the chicks and by-products was unjustified and accompanied by threats and
intimidations on respondents. Both parties appealed.
In the CA, both appeals were denied for lack of merit. The RTCs decision was affirmed, with the modification of
including an award of exemplary damages of P10k in favor of respondents.
At this juncture, Finvest filed a Complaint with the SEC for accounting and damages with prayer for a temporary restraining
order and/or preliminary injunction and mandamus against Raquel-Santos, Mallari and PSE. Finvest prayed that RaquelSantos and Mallari be ordered to account for the missing stock certificates and sales proceeds and to pay the profits that
would have accrued to Finvest.
On February 4, 2000, SEC, through a Hearing Panel, rendered a Partial Judgment against Raquel-Santos and Mallari,
ordering them to account for the missing stock certificates and pay the damages that Finvest may sustain.
Issue:
WON petitioners retention of the chicks and by-products on account of respondents failure to pay the corresponding service
fees unjustified?
Consequently, notices of garnishment and sale were issued against Raquel-Santos Manila Golf Shares and Sta. Elena Golf
Shares. Raquel-Santos moved for the cancellation of the notice of sale, arguing that there was no basis for the sale of his
shares as there was no money judgment involved, only an accounting of the allegedly missing stock certificates. According to
him, only after it is established that there were missing certificates should he be held accountable
Held:
Yes, unjustified.
Rationale:
It was respondents who violated the very essence of reciprocity in contracts, consequently giving rise to petitioners
right of retention. This case is clearly one among the species of non-performance of a reciprocal obligation.
Reciprocal obligations are those which arise from the same cause, wherein each party is a debtor and a creditor of the
other, such that the performance of one is conditioned upon the simultaneous fulfillment of the other. From the moment
one of the parties fulfills his obligation, delay by the other party begins.
Since respondents are guilty of delay in the performance of their obligations, they are liable to pay petitioners actual
damages of computed from respondents outstanding balance of as of Setting Report No. 107, plus unpaid services
fees.
Nonetheless, San Juans subsequent acts of threatening respondents should not remain among those treated with
impunity. Under Article 19 of the Civil Code, an act constitutes an abuse of right if the following elements are present:
(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. Here, while petitioners had the right to withhold delivery, the high-handed and oppressive acts of
petitioners, as aptly found by the two courts below, had no legal leg to stand on.
Since it was established that respondents suffered some pecuniary loss anchored on petitioners abuse of rights,
although the exact amount of actual damages cannot be ascertained, temperate damages are recoverable. (There was
an extensive discussion of temperate and exemplary damages, in case you want to read the original.)
Other Civil Law matters outside of A1169:
Respondents offer to partially satisfy their accounts is not enough to extinguish their obligation. Under Article 1248 of
the Civil Code, the creditor cannot be compelled to accept partial payments from the debtor, unless there is an express
stipulation to that effect.
Respondents cannot substitute or apply as their payment the value of the chicks and by-products they expect to derive
because it is necessary that all the debts be for the same kind, generally of a monetary character. Needless to say,
there was no valid application of payment in this case.
RAQUEL-SANTOS V. CA, 592 SCRA 169 [2009]
Facts:
Finvest is a stock brokerage corporation duly organized under Philippine laws and is a member of the PSE with one
membership seat pledged to the latter. Raquel-Santos was Finvests President and nominee to the PSE from February 20,
1990 to July 16, 1998. Mallari was its administrative officer.
In the course of its trading operations, Finvest incurred liabilities to PSE representing fines and penalties for non-payment of its
clearing house obligations. PSE also received reports that Finvest was not meeting its obligations to its clients.
Meanwhile, on June 5, 2000, the SEC Hearing Panel granted Finvests motion for the issuance of a preliminary injunction to
enjoin PSE from initiating the liquidation of Finvest and from selling its membership seat. The SEC Hearing Panel ratiocinated
that PSEs plan to sell Finvests membership seat at public auction, despite the fact that its claims against Finvest were yet to
be determined in these proceedings, was reason enough for the issuance of a preliminary injunction.
With the enactment of the Securities Regulation Code, the case was transferred to the Regional Trial Court (RTC), Makati City,
On October 2, 2001, the RTC issued an Order lifting the garnishment of Raquel-Santos Manila Golf Club share on the ground
that there must be a proper accounting to determine the amount for which Raquel-Santos and Mallari were to be held jointly
and severally liable to Finvest before a writ of garnishment may be validly issued.
On April 28, 2003, the RTC issued a judgment in favor of Finvest. The trial court noted that Finvest had not been remiss in
addressing its dispute with the PSE. When PSE manifested its intent to liquidate Finvest and sell its seat at public auction, the
amount of Finvests liability was still unsettled, which thus makes it doubtful whether Section 22(a)(5) would apply. On the
issue between Finvest and its officers (Raquel-Santos and Mallari), the trial court held that Finvest could rightfully demand an
accounting from them and hold them liable for unaccounted securities since Raquel-Santos exercised control and supervision
over the trading operations of Finvest and he and Mallari had custody of all securities traded.
PSE appealed to the CA. Finvest likewise filed a partial appeal. On August 9, 2006, the CA rendered a Decision granting
Finvests petition. The CA opined that paragraph 5(a) of the Pledge Agreement, giving PSE the right to sell Finvests seat in
case of default, pertained to default in the payment of obligations already determined and established. The validity of the fines
and penalties imposed by the PSE was yet to be substantiated. PSE could not insist on selling Finvests seat unless its claims
had been resolved with finality. It was, thus, proper to enjoin PSE from exercising whatever rights it had under the Pledge
Agreement.
5. Default. In the event of a default by the PLEDGOR in respect to the Obligations or upon the failure of the PLEDGOR to
comply with any of the provisions of this Agreement, the PLEDGEE may
(a) cause the public sale at any time as the PLEDGEE may elect at its place of business or elsewhere and the PLEDGEE may,
in all allowable cases, acquire or purchase the Pledged Seat and hold the same thereafter in its own right free from any claim
of the PLEDGOR;
(b) apply, at its option, the proceeds of any said sale, as well as all sums received or collected by the PLEDGEE from or on
account of such Pledged Seat to (i) the payment of expenses incurred or paid by the PLEDGEE in connection with any sale,
transfer or delivery of the Pledged Seat, and (ii) payment of the Obligations and all unpaid interests, penalties, damages,
expenses, and charges accruing on the Obligations or pursuant to the By-laws and this Agreement. The balance shall be
returned to the PLEDGOR.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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The Construction Industry Arbitration Commission (CAIC) ruled in favor of Petitioner. On appeal, CA reversed the decision,
and held that delay was incurred, which entitled petitioner to the stipulated liquidated damages and unrecouped down
payment. the appellate court said that not all requisites in order to consider the obligor or debtor in default were present in this
case. It held that it is only from December 24, 2008 (completion date) that we should reckon default because the Construction
Agreement provided only for delay in the completion of the project and not delay on a monthly basis using the work schedule
approved by petitioner as the reference point.
ISSUE:
Whether delay should be reckoned only after the lapse of the one-year contract period.
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. It is a general rule that one who contracts to complete
certain work within a certain time is liable for the damage for not completing it within such time, unless the delay is excused or
waived.
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. Records showed that as early as April 2008, or within four months after Respondent commenced
work activities, the project was already behind schedule for reasons not attributable to petitioner.
Subsequently, a joint inspection and evaluation was conducted with the assistance of the architects and engineers of petitioner
and respondent and it was found that as of November 14, 2008, the project was only 31.39% complete and that the
uncompleted portion was 68.61% with an estimated value per Construction Agreement as P27,880,419.52. Instead of doubling
his efforts as the scheduled completion date approached, respondent did nothing to remedy the delays and even reduced the
deployment of workers at the project site. Neither did respondent, at anytime, ask for an extension to complete the project.
Thus, on November 19, 2008, petitioner advised respondent of its decision to terminate the contract on account of the
tremendous delay the latter incurred. This was followed by the claim against the Performance Bond upon the respondent on
December 18, 2008.
However, Cruz and Leonardo denied the claim against them and alleged that they were forced by Gruspe, a lawyer and the
one who prepared the affidavit, to affix their signatures without explaining and informing them of its contents. Cruz claimed that
he only signed in order to release the minibus because it was his only source of income. Leonardo, who was a barangay
official accompanying Cruz, on the other hand, claimed that he was deceived into signing the contract. He was later
represented by his widow Esperanza in this suit.
Even if the Joint Affidavit of Undertaking was considered as a contract, Cruz and Esperanza claim that it is invalid because
Cruz and Leonardos consent thereto was vitiated; the contract was prepared by Gruspe who is a lawyer, and its contents
were never explained to them. Moreover, Cruz and Leonardo were simply forced to affix their signatures, otherwise, the mini
van would not be released.
Also, they claim that prior to the filing of the complaint for sum of money, Gruspe did not make any demand upon them.
Hence, pursuant to Article 1169 of the Civil Code, they could not be considered in default. Without this demand, Cruz
and Esperanza contend that Gruspe could not yet take any action
Issue:
W/N there was a valid contract between Gruspe and Cruz
Held:
There is also no merit to the argument of vitiated consent. An allegation of vitiated consent must be proven by
preponderance of evidence; Cruz and Leonardo failed to support their allegation.
They, in fact, admitted the genuineness and due execution of the Joint Affidavit and Undertaking when they said that they
signed the same to secure possession of their vehicle. If they truly believed that the vehicle had been illegally impounded, they
could have refused to sign the Joint Affidavit of Undertaking and filed a complaint, but they did not. That the release of their
mini bus was conditioned on their signing the Joint Affidavit of Undertaking does not, by itself, indicate that their
consent was forced they may have given it grudgingly, but it is not indicative of a vitiated consent that is a ground
for the annulment of a contract.
Contracts are obligatory no matter what their forms may be, whenever the essential requisites for their validity are present. In
determining whether a document is an affidavit or a contract, the Court looks beyond the title of the document, since the
denomination or title given by the parties in their document is not conclusive of the nature of its contents.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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deposit demanded by the bank, then the letter of credit would have been approved, opened and released as early as August 4,
1952.
The liability of the appellant, however, stems not alone from this failure or inability to satisfy the requirements of the bank. Its
culpability arises from its willful and deliberate assumption of contractual obligations even as it was well aware of its financial
incapacity to undertake the prestation. We base this judgment upon the letter which accompanied the application filed by the
appellant with the bank. In the said accompanying correspondence, appellant admitted and owned that it did "not have
sufficient deposit with your institution (the PNB) with which to cover the amount required to be deposited as a condition for the
opening of letters of credit.
A number of logical inferences may be drawn from the aforementioned admission. First, that the appellant knew the bank
requirements for opening letters of credit; second, that appellant also knew it could not meet those requirement. When,
therefore, despite this awareness that was financially incompetent to open a letter of credit immediately, appellant agreed in
paragraph 8 of the contract to pay immediately "by means of an irrevocable, confirm and assignable letter of credit," it must be
similarly held to have bound itself to answer for all and every consequences that would result from the representation.
Having called for bids for the importation of rice involving millions, it should have a certained its ability and capacity to comply
with the inevitably requirements in cash to pay for such importation. Having announced the bid, it must be deemed to have
impliedly assured suppliers of its capacity and facility to finance the importation within the required period, especially since it
had imposed the supplier the 90-day period within which the shipment of the rice must be brought into the Philippines. Having
entered in the contract, it should have taken steps immediately to arrange for the letter of credit for the large amount involved
and inquired into the possibility of its issuance.
Under Article (1170) of the Civil Code, not only debtors guilty of fraud, negligence or default in the performance of obligations a
decreed liable; in general, every debtor who fails in performance of his obligations is bound to indemnify for the losses and
damages caused thereby. The phrase "any manner contravene the tenor" of the obligation includes any illicit act which impairs
the strict and faithful fulfillment of the obligation or every kind or defective performance.
The NARIC would also have this Court hold that the subsequent offer to substitute Thailand rice for the originally contracted
Burmese rice amounted to a waiver by the appellee of whatever rights she might have derived from the breach of the contract.
We disagree. Waivers are not presumed, but must be clearly and convincingly shown, either by express stipulation or acts
admitting no other reasonable explanation. In the case at bar, no such intent to waive has been established.
TELEFAST V. CASTRO, 158 SCRA 445
On August 4, 1952, the Philippine National Bank informed the appellant corporation that its application has been approved
subject to the condition that marginal cash deposit be paid and that drafts are to be paid upon presentment. Furthermore, the
Bank represented that it "will hold your application in abeyance pending compliance with the above stated requirement."
As it turned out, however, the appellant corporation not in any financial position to meet the condition. Consequently, the credit
instrument applied for was opened only on September 8, 1952 which is more than two months from the execution of the
contract.
As a result of the delay, the allocation of Arrietas supplier in Rangoon was cancelled and the 5% deposit was forfeited. In this
connection, it must be made of record that although the Burmese authorities had set August 4, 1952, as the deadline for the
remittance of the required letter of credit, the cancellation of the allocation and the confiscation of the 5% deposit were not
effected until August 20, 1952, or, a full half month after the expiration of the deadline. And yet, even with the 15-day grace,
appellant corporation was unable to make good its commitment to open the disputed letter of credit.
Facts:
Consolacion Bravo-Castro, died on 2 November 1956. Her daughter, respondent Sofia Crouch, was on vacation in the
Philippines, addressed a telegram announcing Consolacions death to the rest of the respondents (her father and her siblings)
in Indiana, USA, through petitioners Dagupan office, which accepted it after payment of fees or charges by Sofia. However,
only Sofia was present during Consolacions burial. Upon her return to the USA, Sofia discovered that the telegram has not
been received by her family, prompting respondents to file an action for damages against petitioner. The latter interposed the
defense that its failure to transmit the telegram is due to "technical and atmospheric factors beyond its control," without
adducing any additional evidence showing that petitioner made any attempt to advise respondent Sofia about the reason why
it could not transmit the telegram. The CFI awarded compensatory, moral and exemplary damages to respondents, as well as
attorneys fees and costs. On appeal, the IAC eliminated compensatory and exemplary damages, and reduced the award of
moral damages.
Relevant Issue:
Arrieta endeavored, but failed, to restore the cancelled Burmese rice allocation. When the futility of reinstating the same
became apparent, she offered to substitute Thailand rice instead to the defendant NARIC, communicating at the same time
that the offer was "a solution which should be beneficial to the NARIC and to us at the same time." This offer for substitution,
however, was rejected by NARIC.
On the foregoing, Arrieta sent a letter to the appellant, demanding compensation for the damages caused her in the sum of
$286,000.00, U.S. currency, representing unrealized profit. The demand having been rejected she instituted this case now on
appeal.
Issue/Held:
Whether appellant's failure to open immediately the letter of credit in dispute amounted to a breach of the contract for which it
may be held liable in damages. YES. The decision appealed from is hereby affirmed, with the sole modification that the award
should be converted into the Philippine peso at the rate of exchange prevailing at the time the obligation was incurred or on
July 1, 1952 when the contract was executed.
Rationale:
The defense that the delay, if any in opening the letter of credit was due to the failure of plaintiff to name the supplier, the
amount and the bank, is not tenable. Plaintiff stated in Court that these facts were known to defendant even before the
contract was executed because these facts were necessarily revealed to the defendant before she could qualify as a bidder.
She stated too that she had given the necessary data immediately after the execution of the contract to Mr. GABRIEL
BELMONTE, General Manager of the NARIC, both orally and in writing and that she also pressed for the opening of the letter
of credit on these occasions. These statements have not been controverted and defendant NARIC, notwithstanding its
previous intention to do so, failed to present Mr. Belmonte to testify or refute this.
What singularly delayed the opening of the stipulated letter of credit and which, in turn, caused the cancellation of the
allocation in Burma, was the inability of the appellant corporation to meet the condition importation by the Bank for granting the
same. We do not think the appellant corporation can refute the fact that had it been able to put up the 50% marginal cash
Is the petitioner liable for damages due to its failure to transmit the telegram to the USA? YES.
Held:
Art. 1170 of the Civil Code provides that "those who in the performance of their obligations are guilty of fraud, negligence or
delay, and those who in any manner contravene the tenor thereof, are liable for damages." Art. 2176 also provides that
"whoever by act or omission causes damage to another, there being fault or negligence, is obliged to pay for the damage
done."
In this case, Sofia entered into a contract with petitioner, wherein the latter will undertake to transmit a telegram overseas for a
fee. Despite payment by Sofia of the fee to petitioner, the latter failed to fulfill its obligation, breaching the contract
and making it liable for damages.
Regarding damages, the amount of 31.92 is inequitable and prejudicial on the part of respondent since thirty (30)
years have passed since she attempted to transmit the telegram, and she incurred expenses for travelling to the
Philippines. Moreover, the gross negligence of petitioner has caused the suffering of all respondents, who were
unable to be immediately notified of the death of Consolacion and were unable to pay their last respects as a result,
hence the award of moral damages is proper.
Petition denied; amount of damages modified.
NPC V. CA, 161 SCRA 334
Facts:
Engineering Construction executed a contract with NAWASA whereby the former will construct a tunnel in Bulacan. During the
construction of the tunnel, Typhoon Welming hit Central Luzon. Strong winds struck the project area, and heavy rains
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Philippines, those who in the performance of their obligation are guilty of fraud, negligence, or delay, and those who in any
manner contravene the tenor thereof, are liable for damages. Pursuant to said article, private respondent is liable for damages.
In case of fraud, bad faith, malice, or wanton attitude, the guilty party is liable for all damages which may be
reasonably attributed to the non performance of the obligation. Article 1101 of the old Civil Code, later to be reproduced
as Article 1170 of our present Civil Code, was the basis of our decision in an old case, Acme Films, Inc. vs. Theaters Supply
Corporation, wherein we held:
It is not denied that the plaintiff company failed to supply the defendant with the cinematographic films which
were the subject matter of the contracts entered into on March 20, 1934, and two films under the contract of
March 24, 1934, one of said films being a serial entitled "Whispering Shadow". Guillermo Garcia Bosque
testified that because the plaintiff company had failed to supply said films, the defendants had to resort to the
Universal Pictures Corporation and ask for films to replace those which said plaintiff had failed to supply under
the contract, having had to pay therefor five per cent more than for those films contracted with said plaintiff
Acme Films, Inc., and that the total cost thereof, including the printing of programs, posters paraded through
the streets with bands of music to announce the showing of the films which the plaintiff company failed to
supply, amount to from P400 to P550. The plaintiff company did not submit evidence to rebut the testimony of
said witness and the fact that the estimate of the expenses is approximate does not make said estimate
inadmissible. It was incumbent upon the plaintiff company to submit evidence in rebuttal, or at least ascertain
the amount of the different items in cross-examination. There being no evidence to the contrary, it is logical to
admit that the defendant company spent at least the sum of P400. Inasmuch as the plaintiff company had
failed to comply with a part of its booking contract, and as the defendant company had suffered damages as a
result thereof, the former is liable to indemnify the damages caused to the latter, in accordance with the
provisions of Article 1101 of the Civil Code.
GO V. CA, 272 SCRA 752
Doctrine:
Those who in the performance of their obligations are guilty of fraud, negligence or delay, and those who in any manner
contravene the tenor thereof, are liable for damages.In this regard, Article 1170 of the Civil Code provides that those who in
the performance of their obligations are guilty of fraud, negligence or delay, and those who in any manner contravene the tenor
thereof, are liable for damages. In the instant case, petitioners and private respondents entered into a contract whereby, for a
fee, the former undertook to cover the latters wedding and deliver to them a video copy of said event. For whatever reason,
petitioners failed to provide private respondents with their tape. Clearly, petitioners are guilty of contravening their obligation to
s aid private respondents and are thus liable for damages.
Facts:
Manuel Cinco obtained a commercial loan for P700,000.00 from Maasin Traders Lending Corp. (MTLC) evidenced by a
promissory note dated Dec. 11, 1987 and secured it by way of a real estate mortgage over his conjugal land and four storey
building in Maasin, Southern Leyte. The terms for payment imposed a 3%-36% per annum interest rate on the principal and
was payable within a term of 180 days or 6 months, renewable for another 180 days. As of July 16, 1989, Manuels
outstanding obligation ammounted to P1,071, 256.66.
To be able to pay the loan, the spouses applied for a loan from Philippine National Bank and was granted on July 8, 1989, on
the condition that the existing mortgage would be cancelled so the land could be used as security for the new loan under a
new mortgage contract.
On July 16, 1989, Manuel went to the house of MTLCs President (Ester Servacio) and informed her that payment for the loan
was ready at PNB. Ester then proceeded to the bank but was informed by them that Manuel had no pending loan application
with them.
On July 20, 1989, Manuel executed a Special Power of Attorney authorizing Ester to collect the proceeds of his PNB loan. This
time when Ester returned to the bank the officers told her that there was indeed a loan for P1.3 million and that the proceeds
were hers as long as she signed a deed of release/cancellation of mortgage. Outraged that the spouses Go Cinco used the
same properties mortgaged to MTLC as collateral for the PNB loan, Ester refused to sign the deed and did not collect the P1.3
Million loan proceeds.
On July 24, 1989 Ester instituted foreclosure proceedings against the spouses Go Cinco while the latter filed an action for
specific performance, damages, and preliminary injuction in the RTC of Maasin.
RTC ruled in favor of spouses Go Cinco finding that Ester unjusty refused to collect the amount. On appeal the CA reversed
the RTC. Hence, the instant petition for review on certiorari.
Issue:
W/N the loan to MTLC was extinguished through payment or performance.
Held:
YES. PETITION Granted.
Rationale:
While Esters refusal was unjustified and unreasonable, Manuels position that this refusal had the effect of payment that
extinguished his obligation to MTLC is wrong because a refusal without just cause is not equivalent to payment; to have the
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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effect of payment and the consequent extinguishment of the obligation to pay, the law requires the companion acts of tender of
payment and consignation. Article 12566 is clear and unequivocal on this point.
the entire balance of the obligation as due and demandable." Despite demand by petitioner, however, private respondent
refused to pay the balance of the debt. Petitioner, in sum, imputes delay on the part of private respondent.
Nevertheless, the spouses Go Cinco duly established that they have legitimately secured a means of paying off their loan with
MTLC; they were only prevented from doing so by the unjust refusal of Ester to accept the proceeds of the PNB loan through
her refusal to execute the release of the mortgage on the properties mortgaged to MTLC.
ISSUE:
W/N RCBC is justified in treating the entire balance of the obligation as due and demandable under par.11 of the
chattel mortgage because the 5th check was an unsigned check?
In the present case, Manuel sought to pay Ester by authorizing her, through an SPA, to collect the proceeds of the PNB loan
an act that would have led to payment if Ester had collected the loan proceeds as authorized. Admittedly, the delivery of the
SPA was not, strictly speaking, a delivery of the sum of money due to MTLC, and Ester could not be compelled to accept it as
payment based on Article 1233. Nonetheless, the SPA stood as an authority to collect the proceeds of the already-approved
PNB loan that, upon receipt by Ester, would have constituted as payment of the MTLC loan. Had Ester presented the SPA to
the bank and signed the deed of release/cancellation of mortgage, the delivery of the sum of money would have been effected
and the obligation extinguished. Since payment was available and was unjustifiably refused, justice and equity demand that
the spouses Go Cinco be freed from the obligation to pay interest on the outstanding amount from the time the unjust refusal
took place.
HELD: NO.
Article 1170 of the Civil Code states that those who in the performance of their obligations are guilty of delay are
liable for damages. The delay in the performance of the obligation, however, must be either malicious or negligent.
Thus, assuming that private respondent was guilty of delay in the payment of the value of the unsigned check, private
respondent cannot be held liable for damages. There is no imputation, much less evidence, that private respondent acted with
malice or negligence in failing to sign the check. Indeed, we agree with the Court of Appeals' finding that such omission was
mere "inadvertence" on the part of private respondent.
Even when the checks, were delivered to petitioner, it did not object to the unsigned check. In view of the lack of malice or
negligence on the part of private respondent, petitioner's blind and mechanical invocation of paragraph 11 of the
contract of chattel mortgage was unwarranted.
Petitioners conduct, in the light of the circumstances of this case, can only be described as mercenary. Petitioner had already
debited the value of the unsigned check from private respondent's account only to re-credit it much later to him. Thereafter,
petitioner encashed checks subsequently dated, then abruptly refused to encash the last two. More than a year after the date
of the unsigned check, petitioner, claiming delay and invoking paragraph 11, demanded from private respondent payment of
the value of said check and. that of the last two checks, including liquidated damages. As pointed out by the trial court, this
whole controversy could have been avoided if only petitioner bothered to call up private respondent and ask him to sign the
check. Good faith not only in compliance with its contractual obligations, but also in observance of the standard in human
relations, for every person "to act with justice, give everyone his due, and observe honesty and good faith." behooved the bank
to do so.
Failing thus, petitioner is liable for damages caused to private respondent.
Article 1172
Article 1172. Responsibility arising from negligence in the performance of every kind of obligation
is also demandable, but such liability may be regulated by the courts, according to the
circumstances. (1103)
Toyota Shaw, Inc. thereafter assigned all its rights and interests in the chattel mortgage to petitioner (RCBC).
All the checks were thereafter encashed and debited by RCBC from private respondent's account, except for RCBC Check No.
279805 representing the payment for August 10, 1991, which was unsigned. Because of the recall, the last two checks, dated
February 10, 1993 and March 10, 1993, were no longer presented for payment.
On the theory that respondent defaulted in his payments, the check representing the payment for August 10, 1991 being
unsigned, petitioner demanded from private respondent the payment of the balance of the debt, including liquidated
damages. The latter refused, prompting petitioner to file an action for replevin and damages before the RTC. Private
respondent, in his Answer, interposed a counterclaim for damages.
The RTC dismissed the complaint for lack of cause of action which decision was affirmed by the CA thus:
Plaintiff-appellant's imputation of default to defendant-appellee rested solely on the fact that the 5 th check issued by appellee
xxx was recalled for lack of signature. However, the check was recalled only after the amount covered thereby had been
deducted from defendant-appellee's account, as shown by the testimony of plaintiff's own witness. The "default" was therefore
not a case of failure to pay, the check being sufficiently funded, and which amount was in fact already debitted [sic] from
appellee's account by the appellant bank which subsequently re-credited the amount to defendant-appellee's account for lack
of signature.
Clearly, appellant bank was remiss in the performance of its functions for it could have easily called the defendant's attention
to the lack of signature on the check and sent the check to, or summoned, the latter to affix his signature.
Here, the terms of paragraph 11 of the Chattel Mortgage Contractare clear. Said paragraph states:
Petitioner bank claimed that there are no funds on the RBPG account to pay for the checks issued. (Apparently, there is
inadvertence on the part of the petitioners messenger to relay the advice of the Central Bank extending the P304,000 credit
memo in favor of RBPG.)
ISSUE:
Whether petitioner should be held liable for damages.
HELD:
YES. As borne out by the records, the dishonoring of the respondents checks committed through negligence by the petitioner
bank on April 6, 1982 was rectified only on April 15, 1992 or nine (9) days after receipt of the credit memo. Clearly, petiti oner
bank was remiss in its duty and obligation to treat private respondents account with the highest degree of care, considering
the fiduciary nature of their relationship.
11. In case the MORTGAGOR fails to pay any of the installments, or to pay the interest that may be due as provided in the
said promissory note, the whole amount remaining unpaid therein shall immediately become due and payable and the
mortgage on the property (ies) herein-above described may be foreclosed by the MORTGAGEE, or the MORTGAGEE may
take any other legal action to enforce collection of the obligation hereby secured, and in either case the MORTGAGOR further
agrees to pay the MORTGAGEE an additional sum of 25% of the principal due and unpaid, as liquidated damages, which said
sum shall become part thereof. The MORTGAGOR hereby waives reimbursement of the amount heretofore paid by him/it to
the MORTGAGEE.
The bank is under obligation to treat the accounts of its depositors with meticulous care, whether such account consists only of
a few hundred pesos or of millions. It must bear the blame for failing to discover the mistake of its employee despite the
established procedure requiring bank papers to pass through bank personnel whose duty it is to check and countercheck them
for possible errors. Responsibility arising from negligence in the performance of every kind of obligation is demandable. While
the banks negligence may not have been attended with malice and bad faith, nevertheless, it caused serious anxiety,
embarrassment and humiliation to private respondents for which they are entitled to recover reasonable moral damages.
Petitioner claims that private respondent's check representing the fifth installment was "not encashed, such that the
installment for August 1991 was not paid. By virtue of paragraph 11 above, petitioner submits that it "was justified in treating
There is no merit in petitioners argument that it should not be considered negligent, much less be held liable for damages on
account of the inadvertence of its bank employee as Article 1173 of the Civil Code only requires it to exercise the diligence of a
good pater familias.
Art. 1256. If the creditor to whom tender of payment has been made refuses without just cause to accept it, the debtor shall
be released from responsibility by the consignation of the thing or sum due.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Article 1173
Article 1173. The fault or negligence of the obligor consists in the omission of that diligence which
is required by the nature of the obligation and corresponds with the circumstances of the persons,
of the time and of the place. When negligence shows bad faith, the provisions of articles 1171 and
2201, paragraph 2, shall apply.
If the law or contract does not state the diligence which is to be observed in the performance, that
which is expected of a good father of a family shall be required. (1104a)
JIMENEZ V. CITY OF MANILA, 150 SCRA 510
FACTS
Jimenez went to the market to buy bagoong at the time when it was flooded with ankle deep rainwater. On his way home,
he stepped on an uncovered opening which could not be seen because of the dirty rainwater, causing a dirty and rusty
four- inch nail, stuck inside the uncovered opening, to pierce the left leg of plaintiff-petitioner penetrating to a depth of
about one and a half inches. First aid was first administered to him but the swelling did not stop. He was then rushed to
the Hospital where he had to be confined for twenty (20) days due to high fever and severe pain.
Upon his discharge from the hospital, he had to walk around with crutches for fifteen (15) days. His injury prevented him
from attending to the school buses he is operating. As a result, he had suffered damages.
Petitioner sued for damages the City of Manila and the Asiatic Integrated Corporation under whose administration the
Sta. Ana Public Market had been placed by virtue of a Management and Operating Contract.
City of Manila maintains that it cannot be held liable for the injuries sustained by the petitioner because under the
Management and Operating Contract, Asiatic Integrated Corporation assumed all responsibility for damages which may
be suffered by third persons for any cause attributable to it. Manila argued that
o It cannot be held liable under RA 409 (Revised Charter of Manila) which provides: The City shall not be liable
or held for damages or injuries to persons or property arising from the failure of the Mayor, the Municipal
Board, or any other City Officer, to enforce the provisions of this chapter, or any other law or ordinance, or
from negligence of said Mayor, Municipal Board, or any other officers while enforcing or attempting to enforce
said provisions.
o Jimenez should not have gone to the market during a stormy weather, so he was also negligent.
RTC: both Manila and Asiatic Corp solidarily liable.
CA: Modified RTC decision. Only Asiatic Integrated Corp is solely liable for damages and attorneys fees. City of Manila is
NOT solidarily liable with it.
ISSUE:
WON City of Manila should be solidarily liable with Asiatic Integrated Corp for the injuries petitioner suffered?
HELD
YES, solidarily liable.
SC in City of Manila v. Teotico said that RA 409 only establishes a general rule regulating the liability of the City of Manila
for "damages or injury to persons or property arising from the failure of city officers" to enforce the provisions of said
Act, "or any other law or ordinance or from negligence" of the City "Mayor, Municipal Board, or other officers while
enforcing or attempting to enforce said provisions."
Upon the other hand, Article 2189 of the Civil Code constitutes a particular prescription making "provinces, cities and
municipalities ... liable for damages for the death of, or injury suffered by any person by reason" specifically "of the
defective condition of roads, streets, bridges, public buildings, and other public works under their control or supervision."
the Charter of Manila refers to liability arising from negligence, in general, regardless of the object, thereof, while Article
2189 of the Civil Code governs liability due to "defective streets, public buildings and other public works" in particular
and is therefore decisive on this specific case.
under Article 2189 of the Civil Code, it is not necessary for the liability therein established to attach, that the defective public
works belong to the province, city or municipality from which responsibility is exacted. What said article requires is that
the province, city or municipality has either "control or supervision" over the public building in question.
In the case at bar, the Sta. Ana Public Market, despite the Management and Operating Contract between respondent City
and Asiatic Integrated Corporation remained under the control of the former.
o It was expressly indicated in the contract that activities for the market (eg. Reconstruction, hiring and discharge
of emloyees) shall be subject to prior approval of the City of Manila.
o In the contract, Asia Integrated Corp is also required to report on the activities and operation of the public market.
o This fact of supervision and control of the City over subject public market was also admitted by the Mayor
o In fact, the City of Manila employed a market master for the Sta. Ana Public Market whose primary duty is to take
direct supervision and control of that particular market, more specifically, to check the safety of the place for
the public.
o The city charter also specified that The treasurer shall exercise direct and immediate supervision administration
and control over public markets.
it is an error for the trial court to attribute the negligence to Jimenez.
As a defense against liability on the basis of a quasi-delict, one must have exercised the diligence of a good father of a
family. (Art. 1173 of CC).
It is the duty of the City to exercise reasonable care to keep the public market reasonably safe for people going to the
market.
While it may be conceded that the fulfillment of such duties is extremely difficult during storms and floods, it must however,
be admitted that ordinary precautions could have been taken during good weather to minimize the dangers to life and
limb under those difficult circumstances.
o Eg: drainage hole could have been placed under the stalls instead of on the passage ways, should have seen to
it that openings were covered
Sadly, the evidence indicates that long before petitioner fell into the opening, it was already uncovered, and five (5) months
after the incident happened, the opening was still uncovered. Moreover, while there are findings that during floods the
vendors remove the iron grills to hasten the flow of water, there is no showing that such practice has ever been
prohibited, much less penalized by the City of Manila. Neither was it shown that any sign had been placed thereabouts
to warn passersby of the impending danger.
To recapitulate, it appears evident that the City of Manila is likewise liable for damages under Article 2189 of the Civil Code,
respondent City having retained control and supervision over the Sta. Ana Public Market and as tort-feasor under Article
2176 of the Civil Code on quasi-delicts
Petitioner had the right to assume that there were no openings in the middle of the passageways and if any, that they were
adequately covered. Had the opening been covered, petitioner could not have fallen into it. Thus the negligence of the
City of Manila is the proximate cause of the injury suffered, the City is therefore liable for the injury suffered by the peti4 petitioner.
Respondent City of Manila and Asiatic Integrated Corporation being joint tort-feasors are solidarily liable under Article 2194
of the Civil Code.
Article 1174
Article 1174. Except in cases expressly specified by the law, or when it is otherwise declared by
stipulation, or when the nature of the obligation requires the assumption of risk, no person shall be
responsible for those events which could not be foreseen, or which, though foreseen, were inevitable.
(1105a)
NAKPIL & SONS V. CA, 144 SCRA 596; 160 SCRA 334
Facts:
(3 Consolidated Cases of Philippine Bar Association, United Construction and Juan F. Nakpil & Sons).
Philippine Bar Association decided to contract an office building, the construction of which was undertaken by United
Construction Inc. the plans and specifications for the building were prepared by Juan F. Nakpil & Sons. The building was
completed in 1966.
In 1968, an unusually strong earthquake hit Intramuros, Manila. The building sustained major damage, causing it to tilt forward
dangerously and collapse onto its side. As a remedial measure, the building was shored up by United Construction.
Philippine Bar Association filed a complaint for damages against United Construction and Juan F. Nakpil & Sons for the partial
collapse of the building, arguing that the defects in the construction, failure of the contractors to follow the specifications and
violation of the contract caused the damage to the building.
The commissioner appointed by the trial court reported that the damages sustained by the building was directly caused by
both the earthquake and defects in the plans and specifications of the contractors, architects and owners. The TC decided to
Provinces, cities and municipalities shall be liable for damages for the death of, or injuries suffered by any person by
reason of defective conditions of roads, streets, bridges, public buildings and other public works under their control or
supervision.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Demands were thereafter made on PAL by Quisumbing and Loeffler to indemnify them on their loss, but PAL refused averring
that it is not liable to them in law or in fact. Quisumbing and Loeffler brought suit against PAL in the CFI of Rizal, to recover the
value of the property lost by them to the robbers as well as moral and exemplary damages, attorneys fees and expenses of
litigation.
After trial, the CFI rendered judgment dismissing Quisumbings and Loefflers complaint withcosts against them.
Quisumbing and Loeffler appealed to the Court of Appeals. The Court affirmed the trial courts judgment. Insisting that the
evidence demonstrates negligence on the part of the PAL crew occurring before and exposing them to
hijacking, Quisumbing and Loeffler have come up to the Supreme Court praying that the judgments of the trial Court and the
Court of Appeals be reversed and another rendered in their favor. The Supreme Court denied the petition, and affirmed the
appealed Decision of the Court of Appeals, with costs against Quisumbing and Loeffler.
1.Modern display of irresistible force by hijackers
The hijackers do not board an airplane through a blatant display of firepower and violent fury. Firearms, hand-grenades,
dynamite, and explosives are introduced into the airplane surreptitiously and with the utmost cunning and stealth, although
there is an occasional use of innocent hostages who will be coldly murdered unless a plane is given to the hijackers complete
disposal. The objective of modern-day hijackers is to display the irresistible force amounting to force majeure only when it is
most effective and that is when the jetliner is winging its way at Himalayan altitudes and ill-advised heroics by either crew or
passengers would send the multi-million peso airplane and the priceless lives of all its occupants into certain death and
destruction.
2. Security measures may minimize hijackings but may prove ineffective against truly determined hijackers
The mandatory use of the most sophisticated electronic detection devices and magnetometers, the
imposition of severe penalties, the development of screening procedures, the compilation of hijacker behavioral profiles, the
assignment of sky marshals, and the weight of outraged world opinion may have minimized hijackings but all these
have proved ineffective against truly determined hijackers. World experience shows that if a group of armed hijackers want to
take over a plane in flight, they can elude the latest combined government and airline industry measures. As our own
experience in Zamboanga City illustrates, the use of force to overcome hijackers, results in the death and injury of innocent
passengers and crew members. This does not suggest, however, that the Philippine Airlines should not do everything humanly
possible to protect passengers from hijackers acts.
3. Acts of airline and crew, while complying with requirements of government agencies, cannot be faulted as
negligence
Where the airline has faithfully complied with the requirements of government agencies and adhered to the established
procedures and precautions of the airline industry at any particular time, its failure to take
certain steps that a passenger in hindsight believes should have been taken is not the negligence or misconduct which
mingles with force majeure as an active and cooperative cause. Herein, the acts of the airline and its crew cannot be faulted as
negligence. The hijackers had already shown their willingness to kill one passenger was in fact killed and another survived
gunshot wounds. The lives of the rest of the passengers and crew were more important than their properties. Cooperation with
the hijackers until they released their hostages at the runway end near the South Superhighway was dictated by the
circumstances.
4. Under the facts, the highjacking-robbery was force majeure
The evidence does fail to prove any want of diligence on the part of PAL, or that, more specifically, it had failed to comply with
applicable regulations or universally accepted and observed procedures to preclude hijacking; and that the particular acts
singled out by Quisumbing and Loeffler as supposedly demonstrative of negligence were, in the light of the circumstances of
the case, not in truth negligent acts sufficient to overcome the force majeure nature of the armed robbery.
FACTS:
On August 1, 1980, Bus No. 800 owned by Bachelor Express, Inc. and driven by Cresencio Rivera was the situs of a
stampede which resulted in the death of passengers Ornominio Beter and Narcisa Rautraut.
The evidence shows that the bus came from Davao City on its way to Cagayan de Oro City passing Butuan City; that while at
Tabon-Tabon, Butuan City, the bus picked up a passenger; that about fifteen (15) minutes later, a passenger at the rear
portion suddenly stabbed a PC soldier which caused commotion and panic among the passengers; that when the bus stopped,
passengers Ornominio Beter and Narcisa Rautraut were found lying down the road, the former already dead as a result of
head injuries and the latter also suffering from severe injuries which caused her death later. The passenger assailant alighted
from the bus and ran toward the bushes but was killed by the police.
Thereafter, the heirs of the deceased, private respondents herein, filed a complaint for "sum of money" against Bachelor
Express, Inc. its alleged owner Samson Yasay and the driver Rivera.
The petitioners denied liability alleging that the driver was able to transport his passengers safely to their respective places of
destination except Ornominio Beter and Narcisa Rautraut who jumped off the bus without the knowledge and consent, much
less, the fault of the driver and conductor and the defendants in this case; the defendant corporation had exercised due
diligence in the choice of its employees to avoid as much as possible accidents; the incident was not a traffic accident or
vehicular accident; it was an incident or event very much beyond the control of the defendants; defendants were not parties to
the incident complained of as it was an act of a third party who is not in any way connected with the defendants and of which
the latter have no control and supervision; ..."
Lower court dismissed the complaint, CA reversed finding appellees jointly and solidarily liable
ISSUE:
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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However, the petitioners' argument that the petitioners "are not insurers of their passengers" deserves no merit in view of the
failure of the petitioners to prove that the deaths of the two passengers were exclusively due to force majeure and not to the
failure of the petitioners to observe extraordinary diligence in transporting safely the passengers to their destinations as
warranted by law. CA decision affirmed.
NPC V. CA, 222 SCRA 415 [MAY 1993]
DOCTRINE
When the negligence of a person concurs with an act of God in producing a loss, such person is not exempt from liability by
showing that the immediate cause of the damage was the act of God. To be exempt from liability for loss because of an act of
God, he must be free from any previous negligence or misconduct by which that loss or damage may have been occasioned.
FACTS
At the height of the typhoon Kading, a flash flood covered the towns near the Angat Dam, causing deaths and destructions to
residents and their properties. Respondents blamed the tragedy to the reckless and imprudent opening of the 3 floodgates by
petitioner, without prior warning to the residents within the vicinity of the dam. Petitioners denied the allegations and contended
that they have kept the water at a safe level, that the opening of floodgates was done gradually, that it exercises diligence in
the selection of its employees, and that written warnings were sent to the residents. It further contended that there was no
direct causal relationship between the damage and the alleged negligence on their part, that the residents assumed the risk by
living near the dam, and that what happened was a fortuitous event and are of the nature of damnum absque injuria.
Issues:
(1) Whether the petitioner can be held liable even though the coming of the typhoon is a fortuitous event
(2) Whether a notice was sent to the residents
(3) Whether the damage suffered by respondents is one of damnum absque injuria
Held:
(1) The obligor cannot escape liability, if upon the happening of a fortuitous event or an act of God, a corresponding fraud,
negligence, delay or violation or contravention in any manner of the tenor of the obligation as provided in Article 1170 of the
Civil Code which results in loss or damage. Even if there was no contractual relation between themselves and private
respondents, they are still liable under the law on quasi-delict. Article 2176 of the Civil Code explicitly provides "whoever by act
or omission causes damage to another there being fault or negligence is obliged to pay for the damage done." Act of God or
force majeure, by definition, are extraordinary events not foreseeable or avoidable, events that could not be foreseen, or which,
though foreseen, are inevitable. It is therefore not enough that the event should not have been foreseen or anticipated, as is
commonly believed, but it must be one impossible to foresee or to avoid. The principle embodied in the act of God doctrine
strictly requires that the act must be occasioned solely by the violence of nature. Human intervention is to be excluded from
creating or entering into the cause of the mischief. When the effect is found to be in part the result of the participation of man,
whether due to his active intervention or neglect or failure to act, the whole occurrence is then humanized and removed from
the rules applicable to the acts of God. In the case at bar, although the typhoon "Kading" was an act of God, petitioners can
not escape liability because their negligence was the proximate cause of the loss and damage.
(2) The letter itself, addressed merely "TO ALL CONCERNED", would not strike one to be of serious importance, sufficient
enough to set alarm and cause people to take precautions for their safety's sake. The notices were not delivered, or even
addressed to responsible officials of the municipalities concerned who could have disseminated the warning properly. They
were delivered to ordinary employees and policemen. As it happened, the said notices do not appear to have reached the
people concerned, which are the residents beside the Angat River. The plaintiffs in this case definitely did not receive any such
warning. Indeed, the methods by which the defendants allegedly sent the notice or warning was so ineffectual that they cannot
claim, as they do in their second assignment of error, that the sending of said notice has absolved them from liability.
(3) We cannot give credence to petitioners' third assignment of error that the damage caused by the opening of the dam was in
the nature of damnum absque injuria, which presupposes that although there was physical damage, there was no legal injury
in view of the fortuitous events. There is no question that petitioners have the right, duty and obligation to operate, maintain
and preserve the facilities of Angat Dam, but their negligence cannot be countenanced, however noble their intention may be.
The end does not justify the means, particularly because they could have done otherwise than simultaneously opening the
spillways to such extent. Needless to say, petitioners are not entitled to counterclaim.
... [F]or their defense of force majeure or act of God to prosper the accident must be due to natural causes and exclusively
without human intervention. (Emphasis supplied)
NPC V. CA, 223 SCRA 649 [JUNE 1993]
Therefore, the next question to be determined is whether or not the petitioner's common carrier observed extraordinary
diligence to safeguard the lives of its passengers.
Considering the factual findings of the Court of Appeals-the bus driver did not immediately stop the bus at the height
of the commotion; the bus was speeding from a full stop; the victims fell from the bus door when it was opened or
gave way while the bus was still running; the conductor panicked and blew his whistle after people had already fallen
off the bus; and the bus was not properly equipped with doors in accordance with law-it is clear that the petitioners
have failed to overcome the presumption of fault and negligence found in the law governing common carriers.
It is the prevailing rule and settled jurisprudence that transportation companies are not insurers of their passengers. The
evidence on record does not show that defendants' personnel were negligent in their duties. The defendants' personnel have
every right to accept passengers absent any manifestation of violence or drunkenness. If and when such passengers harm
other passengers without the knowledge of the transportation company's personnel, the latter should not be faulted.
In our decision in G.R. No. 96410, we ruled that the doctrine laid down in Juan F. Nakpil & Sons vs. Court of Appeals was
correctly applied by the appellate court. In the instant case, the respondent Court relied on our 1988 decision in National
Power Corporation vs. Court of Appeals. It must be emphasized that the latter decision applied and reiterated the ruling in the
Nakpil case.
As we stated in the exordium of this ponencia, petitioners have raised the same issues and defenses as in the other two
decided cases therein mentioned. Predictably therefore, this petition must perforce be dismissed because the losses and
damages sustained by the private respondents had been proximately caused by the negligence of the petitioners, although the
typhoon which preceded the flooding could be considered as a force majeure.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
23
2014A
One liable under a contract of special deposit cannot be exempted from liability under casa fortuito when it aggravated the
injury.
On October 11, 1989, powerful typhoon Saling hit Metro Manila. Buffeted by very strong winds, the roof of Southeastern
Colleges building was partly ripped off and blown away, landing on and destroying portions of the roofing of private
respondents Dimaanos house.
FACTS
Luzan Sia (Sia) deposited his stamp collection in a rented Safety Deposit Box in Security Bank and Trust Co. (bank) Binondo
Branch, under a lease agreement. The box, which was on the lowest level of the safety deposit boxes, was reached by
floodwaters in 1985/86 thereby damaging the stamp collection.
Private respondent alleged that the damage to their house rendered the same uninhabitable, forcing them to stay temporarily
in others houses.
Sia tried to gain compensation from the bank, but the bank refused because (1) under the lease agreement the liability of the
bank is limited to preventing a third person from opening the box, as the bank is not a depository of the contents of the safe;
(2) it was a contract of lease, and not of deposit, therefore there was no liability as the floodwaters were beyond the banks
control, and there was no duty to notify the depositor.
Sia filed an action for damages, which was granted by the RTC. The court ruled that the lease contract was a contract of
adhesion and the bank had failed to exercise the required diligence expected of a bank, and awarded Sia P20,000 in
damages.
On appeal the CA reversed, ruling that the lease contract governed the parties, that the contract was not one of deposit, that
the limitation of liability under the lease contract was valid, and that there was no evidence to show that the bank failed to
exercise the required diligence as the floods were fortuitous events. The CA added that the bank had not aggravated the
damaged, but even offered to secure the services of an expert to save the stamps, which Sia refused, thus Sia must bear the
loss under the principle of res perit domino.
ISSUE/S
(1)
(2)
(3)
HELD
The flood was a fortuitious event but the bank is still liable as it was guilty of negligence.
(1) A contract for the use of a safe deposit box is a special kind of deposit. The relation between the bank renting out
the safe deposit box and the customer is one of bailor and bailee, the bailment being for hire and mutual benefit (Sec. 72, R.A.
337). The primary function is still found within the parameters of a contract of deposit, i.e., the receiving in custody of funds,
documents and other valuable objects for safekeeping.
The depositarys responsibility for the safekeeping of the objects deposited in the case at bar is governed by Title I, Book IV of
the Civil Code. Accordingly, the depositary would be liable if, in performing its obligation, it is found guilty of fraud, negligence,
delay or contravention of the tenor of the agreement [Art. 1170, id.]. In the absence of any stipulation prescribing the degree of
diligence required, that of a good father of a family is to be observed [Art. 1173, id.]. Hence, any stipulation exempting the
depositary from any liability, arising from the loss of the thing deposited on account of fraud, negligence or delay would be void
for being contrary to law and public policy.
(2) YES. The limitation of liability under the lease agreement is void for being contrary to law and public policy,
SBTC from any liability for damage, loss or destruction of the contents of the safety deposit box which may arise from its own
or its agents fraud, negligence or delay.
One may, by special contract, define their respective duties or provide for increasing or limiting the liability of the deposit
company, provided such contract is not in violation of law or public policy. It must clearly appear that there actually was such a
special contract, however, in order to vary the ordinary obligations implied by law from the relationship of the parties; liability of
the deposit company will not be enlarged or restricted by words of doubtful meaning.
Condition 13 stands on a wrong premise and is contrary to the actual practice of the Bank. It is not correct to assert that the
Bank has neither the possession nor control of the contents of the box since in fact, the safety deposit box itself is located in its
premises and is under its absolute control; moreover, the respondent Bank keeps the guard key to the said box. As stated
earlier, renters cannot open their respective boxes unless the Bank cooperates by presenting and using this guard key.
(3)
YES. However, the element of not aggravating the damage or injury under fortuitous event (Art. 1170) is absent.
SBTCs negligence aggravated the injury or damage to the petitioner which resulted from the loss or destruction of the stamp
collection. SBTC was aware of the floods of 1985 and 1986; it also knew that the floodwaters inundated the room where Safe
Deposit Box No. 54 was located. In view thereof, it should have lost no time in notifying the petitioner in order that the box
could have been opened to retrieve the stamps, thus saving the same from further deterioration and loss. In this respect, it
failed to exercise the reasonable care and prudence expected of a good father of a family, thereby becoming a party to the
aggravation of the injury or loss.
A caso fortuito prevents (sic)18 the following essential characteristics: (1) the cause of the unforeseen and unexpected
occurrence, or of the failure of the debtor to comply with his obligation, must be independent of human will; (2) it must be
impossible to foresee the event which constitutes the caso fortuito, or if it can be foreseen, it must be impossible to avoid; (3)
the occurrence must be such as to render it impossible for one debtor to fulfill his obligation in a normal manner; and (4) the
obligor must be free from any participation in the aggravation of the injury resulting to the creditor.
An ocular inspection of the destroyed building was conducted by a team of engineers headed by the city building official. The
fourth floor of subject school building was declared as a structural hazard.
Unknown to Morillo, the truck was burned by unidentified persons while it was parked unattended at Sitio Aras, Bigaan, San
Teodoro, Oriental Mindoro, due to mechanical trouble. According to the reports it was burned by still unidentified person by
means of using coconut leaves so it was completely burned down excluding the engine which was partially damaged by still
undetermined amount.
Upon learning of the burning incident, Morillo offered to sell the truck to MINDEX but the latter refused. He later wrote a letter
entrusting the truck to MINDEX in the amount of P275,000.00 which is its cost price. MINDEX responded with counter offers:
a) Pay the rental of of P76,000.00. b) Repair and overhaul the truck and; c) Return good running condition after repair.
Morillo did not accept the offer.
RTC found petitioner responsible for the destruction or loss of the leased 6 x 6 truck and ordered it to pay respondent
The CA said: MINDEX responsible. The burning of the subject truck was impossible to foresee, but not impossible to avoid.
MINDEX could have prevented the incident by immediately towing the truck to a motor shop for the needed repair or by having
it guarded day and night. Instead, the appellant just left the vehicle where its transfer case broke down. The place was about
twelve (12) kilometers away from the camp site of the appellant corporation and was sparsely populated. It was guarded only
during daytime. It stayed in that place for two (2) weeks until it was burned on April 11, 1991 while its transfer case was being
repaired elsewhere. It was only after it had been burned that the appellant had it towed to a repair shop.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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2014A
The general rule is that rescission requires the existence of creditors at the time of the alleged fraudulent alienation, and this
must be proved as one of the bases of the judicial pronouncement setting aside the contract. Without any prior existing debt,
there can neither be injury nor fraud. While it is necessary that the credit of the plaintiff in the accion pauliana must exist prior
to the fraudulent alienation, the date of the judgment enforcing it is immaterial. Even if the judgment be subsequent to the
alienation, it is merely declaratory, with retroactive effect to the date when the credit was constituted.
Even assuming arguendo that petitioner became a creditor of Lim prior to the celebration of the contract of donation, still her
action for rescission would not fare well because the third requisite was not met. Under Article 1381 of the Civil Code,
contracts entered into in fraud of creditors may be rescinded only when the creditors cannot in any manner collect the claims
due them. Also, Article1383 of the same Code provides that the action for rescission is but a subsidiary remedy which cannot
be instituted except when the party suffering damage has no other legal means to obtain reparation for the same. The term
"subsidiary remedy" has been defined as "the exhaustion of all remedies by the prejudiced creditor to collect claims due him
before rescission is resorted to." It is, therefore, "essential that the party asking for rescission prove that he has exhausted all
other legal means to obtain satisfaction of his claim. Petitioner neither alleged nor proved that she did so. On this score, her
action for the rescission of the questioned deed is not maintainable even if the fraud charged actually did exist.
Article 1179
Art. 1179. Every obligation whose performance does not depend upon a future or uncertain event, or upon
a past event unknown to the parties, is demandable at once.
Every obligation which contains a resolutory condition shall also be demandable, without prejudice to the
effects of the happening of the event. (1113)
This often-invoked doctrine of "fortuitous event" or "caso fortuito" has become a convenient and easy defense to exculpate an
obligor from liability. To constitute a fortuitous event, the following elements must concur:
(a) the cause of the unforeseen and unexpected occurrence or of the failure of the debtor to comply with obligations must be
independent of human will; (b) it must be impossible to foresee the event that constitutes the caso fortuito or, if it can be
foreseen, it must be impossible to avoid; (c) the occurrence must be such as to render it impossible for the debtor to fulfill
obligations in a normal manner; and (d) the obligor must be free from any participation in the aggravation of the injury or loss.12
Article 1174 of the Civil Code states that no person shall be responsible for a fortuitous event that could not be foreseen or,
though foreseen, was inevitable. In other words, there must be an exclusion of human intervention from the cause of injury or
loss.13
A review of the records clearly shows that petitioner failed to exercise reasonable care and caution that an ordinarily prudent
person would have used in the same situation. Witness Alexander Roxas testified how petitioner fell short of ordinary diligence
in safeguarding the leased truck against the accident considering that the persons who actually burned the truck were the
dismissed employees of the Mindex Resources Development Corporation.
Article 1177
Art. 1177. The creditors, after having pursued the property in possession of the debtor to satisfy their
claims, may exercise all the rights and bring all the actions of the latter for the same purpose, save those
which are inherent in his person; they may also impugn the acts which the debtor may have done to
defraud them. (1111)
ISSUE:
Whether the Deed of Donation executed by Rosa Lim in favor of her children be rescinded for being in fraud of petitioner
Maria Antonia Siguan?
HELD:
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,[12] 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; [13] (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.
Price
Arrival/Delivery
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
25
P21,000 (total)
2 expellers
P25,000 each
2 electric motors
P2,000 each
2014A
SBTC, verified Ferrer's claims for additional cost. A recommendation was then made to settle Ferrer's claim but only for
P200,000.00. SBTC, instead of paying the recommended additional amount, denied ever authorizing payment of any amount
beyond the original contract price. SBTC likewise denied any liability for the additional cost based on Article IX of the building
contract which states:
If at any time prior to the completion of the work to be performed hereunder, increase in prices of construction materials and/or
labor shall supervene through no fault on the part of the contractor whatsoever or any act of the government and its
instrumentalities which directly or indirectly affects the increase of the cost of the project, OWNER shall equitably make the
appropriate adjustment on mutual agreement of both parties.
(In all these contracts, there is a final clause as follows: "The sellers are not responsible for delays caused by fires, riots on
land or on the sea, strikes or other cause known as Force Majeure entirely beyond the control of the sellers or their
representatives.")
Ysmael C. Ferrer then filed a complaint for breach of contract with damages. The trial court ruled for Ferrer and ordered
defendants SBTC and Rosito C. Manhit to pay. On appeal, the Court of Appeals affirmed the trial court decision.
Petitioner notified defendant of the arrival of these goods but the latter refused to receive them and pay the prices as
stipulated.
ISSUE/S
Whether SBTC is liable.
The plaintiff sued defendant, alleging, that it immediately notified the defendant of the arrival of the goods, and asked
instructions from him as to the delivery thereof, and that the defendant refused to receive any of them and to pay their price.
The
plaintiff,
further,
alleged
that
the
expellers
and
the
motors
were
in
good
condition.
HELD
Petitioners arguments to support absence of liability for the cost of construction beyond the original contract price are not
persuasive.
Defendant and intervenor, the Manila Oil Refining and By-Products Co., Inc., denied the plaintiffs allegations and alleged as
special defense that Mr. Sotelo had made the contracts in question as manager of the intervenor. They are also claiming for
damages as a counterclaim or setoff due to plaintiffs delay in making delivery of the goods, which the intervenor intended to
use in the manufacture of coconut oil, and for damages it suffered for the nondelivery of the tanks and on account of the
expellers and the motors not having arrived in due time.
Under the previously quoted Article IX of the construction contract, petitioners would make the appropriate adjustment to the
contract price in case the cost of the project increases through no fault of the contractor (private respondent). Private
respondent informed petitioners of the drastic increase in construction cost as early as March 1980.
The lower court ruled in favor of defendant in so far as the tanks and the motors are concerned but ordered it to receive the
expellers and pay for their price with interest. Both parties appealed.
ISSUE:
WON plaintiff has fulfilled its obligation in brining the goods to Manila in due time. (Otherwise, plaintiff is liable for delay.)
HELD:
Yes. To solve the question, it is necessary to determine what period was fixed for the delivery of the goods. Under these
stipulations, it cannot be said that any definite date was fixed for the delivery of the goods.
It appears that these contracts were executed at the time of the world war when there existed rigid restrictions on the export
from the United States of articles like the machinery in question. At the time of the execution of the contracts, the parties were
not unmindful of the contingency of the United States Government not allowing the export of the goods, nor of the fact that the
other
foreseen
circumstances
therein
stated
might
prevent
it.
The term which the parties attempted to fix is so uncertain that one cannot tell just whether, as a matter of fact, those articles
could be brought to Manila or notthe obligation must be regarded as conditional. And as the export of the machinery in
question was as stated in the contract, contingent upon the sellers obtaining certificate of priority and permission of the United
States Government, subject to the rules and regulations, as well as to railroad embargoes, then the delivery was subject to
a condition the fulfillment of which depended not only upon the effort of the herein plaintiff, but upon the will of third
persons who could in no way be compelled to fulfill the condition. In cases like this, which are not expressly provided for,
but impliedly covered, by the Civil Code, the obligor will be deemed to have sufficiently performed his part of the
obligation, if he has done all that was in his power, even if the condition has not been fulfilled in reality.
In an obligation to deliver, time is regarded unessential when the time of delivery is not fixed in the contract. In such case, the
delivery must be made within a reasonable time.
The record shows that the plaintiff did all within its power to have the machinery arrive at Manila as soon as possible, and
immediately upon its arrival it notified the purchaser of the fact and offered to deliver it to him. Taking these circumstances into
account, the said machinery was brought to Manila by the plaintiff within a reasonable time. Therefore, the plaintiff has not
been guilty of any delay in the fulfillment of its obligation, and, consequently, it could not have incurred any of the liabilities
mentioned by the intervenor in its counterclaim or set-off.
*As to the issue of agency, the court held that the Mr. Sotelos acts were binding upon its principal.
Petitioners in turn had the increased cost evaluated and audited. When private respondent demanded payment of
P259,417.23, petitioner bank's Vice-President Rosito C. Manhit and the bank's architectural consultant were directed by the
bank to verify and compute private respondent's claims of increased cost. A recommendation was then made to settle private
respondent's claim for P200,000.00. Despite this recommendation and several demands from private respondent, SBTC failed
to make payment. It denied authorizing anyone to make a settlement of private respondent's claim and likewise denied any
liability, contending that the absence of a mutual agreement made private respondent's demand premature and baseless.
Under Article 1182 of the Civil Code, a conditional obligation shall be void if its fulfillment depends upon the sole will of the
debtor. In the present case, the mutual agreement, the absence of which petitioner bank relies upon to support its non-liability
for the increased construction cost, is in effect a condition dependent on petitioner bank's sole will, since private respondent
would naturally and logically give consent to such an agreement which would allow him recovery of the increased cost.
ROMERO V. CA, 250 SCRA 223
FACTS:
Private respondent entered into a Conditional Deed of Sale with petitioner over a parcel of land in Paranaque, the latter
advancing P50,000 for the eviction of squatters therein. An ejectment suit was then filed by the private respondent against the
squatters. Although successful, private respondent sought the return of the downpayment she received because she could
not get rid of the squatters.
ISSUE:
May the vendor demand the rescission of a contract for the sale of a parcel of land for a cause traceable to his own failure to
have the squatters on the subject property evicted within the contractually-stipulated period?
HELD:
A perfected contract of sale may either be absolute or conditional depending on whether the agreement is devoid of, or subject
to, any condition imposed on the passing of title of the thing to be conveyed or on the obligation of a party thereto. When
ownership is retained until the fulfillment of a positive condition the breach of the condition will simply prevent the duty to
convey title from acquiring an obligatory force. If the condition is imposed on an obligation of a party which is not complied
with, the other party may either refuse to proceed or waive said condition. Where, of course, the condition is imposed upon the
perfection of the contract itself, the failure of such condition would prevent the juridical relation itself from coming into
existence.
In determining the real character of the contract, the title given to it by the parties is not as much significant as its substance.
For example, a deed of sale, although denominated as a deed of conditional sale, may be treated as absolute in nature, if title
to the property sold is not reserved in the vendor or if the vendor is not granted the right to unilaterally rescind the contract
predicated on the fulfillment or non-fulfillment, as the case may be, of the prescribed condition. The term "condition" in the
context of a perfected contract of sale pertains, in reality, to the compliance by one party of an undertaking the fulfillment of
which would beckon, in turn, the demandability of the reciprocal prestation of the other party. The reciprocal obligations
referred to would normally be, in the case of vendee, the payment of the agreed purchase price and, in the case of the vendor,
the fulfillment of certain express warranties (which, in the case at bench is the timely eviction of the squatters on the property).
It would be futile to challenge the agreement here in question as not being a duly perfected contract. A sale is at once
perfected when a person (the seller) obligates himself, for a price certain, to deliver and to transfer ownership of a specified
thing or right to another (the buyer) over which the latter agrees. From the moment the contract is perfected, the parties are
bound not only to the fulfillment of what has been expressly stipulated but also to all the consequences which, according to
their nature, may be in keeping with good faith, usage and law. Under the agreement, private respondent is obligated to evict
the squatters on the property. Private respondent's failure "to remove the squatters from the property" within the stipulated
period gives petitioner the right to either refuse to proceed with the agreement or waive that condition in consonance with
Article 1545 of the Civil Code. This option clearly belongs to petitioner and not to private respondent.
In March 1981, SBTC thru Assistant Vice-President Susan Guanio and a representative of an architectural firm consulted by
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
26
2014A
In contracts of sale particularly, Article 1545 of the Civil Code allows the obligee to choose between proceeding with the
agreement or waiving the performance of the condition. Here, evidently, petitioner has waived the performance of the condition
imposed on private respondent to free the property from squatters.
The right of resolution of a party to an obligation is predicated on a breach of faith by the other party that violates the
reciprocity between them. It is private respondent who has failed in her obligation under the contract. Petitioner did not breach
the agreement. He has agreed, in fact, to shoulder the expenses of the execution of the judgment in the ejectment case and to
make arrangements with the sheriff to effect such execution.
Constancia Luna (Luna) bought a piece of land from Bliss Development Corporation in Diliman, Quezon City in 1992. Less
than a year later Luna executed a contract to sell 8 the lot to Lourdes Bonrostro. The contract contained a stipulation that
should the vendee fails to pay the amount of P630,000.00 by July 31, 1993 the contract to sell shall be deemed cancelled and
5% of the contract price is forfeited in favor of the vendor. After payment of the initial down payment and taking possession of
the lot the Sps Bonrostro failed to pay the subsequent installments.
Sps. Luna filed an action for recission of the contract and damages, delivery of possession of property, and payment of unpaid
obligations against the Sps. Bonrostro in 1994. In their answer, the Sps. Bonrostro alleged they are willing to pay and sought a
60-day extension to pay the price, and the Sps. They failed to show on the date of payment. A letter later sent by the Sps.
Bonrostro to the Sps. Lunas lawyer expressing their willingness to pay was left unanswered. The Sps. Bonrosto prayed the
court to set the period within which they should settle their obligation.
Article 1186
Art. 1186. The condition shall be deemed fulfilled when the obligor voluntarily prevents its fulfillment.
(1119)
Sps. Bonrostro also alleged that the Sps. Luna sent a letter to BLISS instructing the company to refuse acceptance of
amortizations of the lot from anyone other them, also paying the amortization, thereby preventing the Sps. Bonrostro from
complying with the contract..
RTC ruled that the delay could not be considered a substantial breach considering that Lourdes (1) requested for an extension
within which to pay; (2) was willing and ready to pay as early as the last week of October 1993 and even wrote Atty. Carbon
about this on November 24, 1993; (3) gave Constancia a down payment of P200,000.00; and, (4) made payment to Bliss.
Interest was imposed on the sums of P300,000.00 plus interest of 2% per month from April 1993 to November 1993 and
P330,000.00 plus interest of 2% per month from July 1993 to November 1993.
Facts:
Siblings Juan Galicia Sr. and Celerina Labuguin entered into a contract to sell a parcel of land in Nueva Ecija to a certain
Albrigido Leyva:
o 3K upon agreement
o 10K ten days after the agreement
o 10K representing vendors indebtedness to Phil Veterans Bank
o 27K payable within one year from execution of contract.
On appeal, the CA affirmed and ruled that the rescission done was not the proper remedy, but instead should have followed
the form and procedure under Sec. 4, RA 6552 (Maceda Law). Under the Maceda law there is a valid cancellation when after
the failure to pay the installment the buyer again fails to pay within the 60-day grace period and the seller sends a notarized
notice to the buyer of the cancellation of the contract. The court additionally imposed the contractual 2% interest upon failure to
pay the installments, per installment price and period - 2% interest on the P300,000.00 from May 1, 1993 until fully paid and by
imposing interest at the legal rate on the P330,000.00 reckoned from August 1, 1993 until fully paid and on the
amortizations.
Sps. Bonrostro assails the imposition of the interest on petition for review on certiorari to the SC.
With regards to the obligation payable to the Phil Veterans bank by the vendee, as they deemed that it was not paid in full,
such obligation they completed by adding extra amount to fulfill such obligation. This was fatal in their case as this is Leyvas
argument that they constructively fulfilled the obligation which is rightfully due to him. (Trivia: It was Celerina, Juans sister, that
paid the bank to complete such obligation).
ISSUE/S
(1) Whether the spouses Bonrostros were in delay in their payment of the installments constitutes a substantial breach of their
obligation under the contract warranting rescission.
(2) Whether the imposition of the interest rate on the installments and amortizations was correct.
Petitioners claim that they are only OBLIGEES with regards to the contract, so the principle of constructive fulfillment cannot
be invoked against them.
HELD
Petitioners, being both creditor and debtor to private respondent, in accepting piecemeal payment even after the grace period,
are barred to take action through estoppel.
(1)
NO. In a contract to sell, payment of the price is a positive suspensive condition, failure of which is not a breach of contract
warranting rescission under Article 119129 of the Civil Code but rather just an event that prevents the supposed seller from
being bound to convey title to the supposed buyer. Article 1191 cannot be applied to sales of real property on installment
since they are governed by the Maceda Law. There being no breach to speak of, the RTCs factual finding that Lourdes was
willing and able to pay her obligation loses significance and cannot be used as an excuse for failure to pay their obligati on
on November 24, 1993 and the interest beyond the said date.
Issue:
1. WON there was constructive fulfillment in the part of the petitioners that shall make rise the obligation to deliver to Leyva the
deed of sale? YES
2. WON they are still entitled to rescind the contract? NO, barred by estoppel.
Held:
1. In a contract of purchase, both parties are mutually obligors and also obligees, and any of the contracting parties may, upon
non-fulfillment by the other privy of his part of the prestation, rescind the contract or seek fulfillment (Article 1191, Civil Code).
In short, it is puerile for petitioners to say that they are the only obligees under the contract since they are also bound as
obligors to respect the stipulation in permitting private respondent to assume the loan with the Philippine Veterans Bank which
petitioners impeded when they paid the balance of said loan. As vendors, they are supposed to execute the final deed of sale
upon full payment of the balance as determined hereafter.
2. Petitioners accepted Leyvas delayed payments not only beyond the grace periods but also during the pendency of the case
for specific performance. Indeed, the right to rescind is not absolute and will not be granted where there has been substanti al
compliance by partial payments. By and large, petitioners actuation is susceptible of but one construction that they are now
estopped from reneging from their commitment on account of acceptance of benefits arising from overdue accounts of private
respondent.
(2)
YES.
On the installments
The letter expressing willingness to pay without accompanying payment, or consignation of the payment in court produces no
effect and did not suspend the running of interest.
Tender of payment "is the manifestation by the debtor of a desire to comply with or pay an obligation. If refused without just
cause, the tender of payment will discharge the debtor of the obligation to pay but only after a valid consignation of the sum
due shall have been made with the proper court." "To have the effect of payment and the consequent extinguishment of the
obligation to pay, the law requires the companion acts of tender of payment and consignation."
On the amortizations
The spouses Bonrostro want to be relieved from paying interest on the amount of P214,492.62 which the spouses Luna paid
to Bliss as amortizations, by asserting that they were prevented by the latter from fulfilling such obligation. They invoke Art.
1186 of the Civil Code which provides that "the condition shall be deemed fulfilled when the obligor voluntarily prevents its
fulfillment."
1. The stipulated price of P1,250,000.00 shall be paid by the VENDEE to the VENDOR in the following manner:
(a) P200,000.00 upon signing x x x the Contract To Sell, (b) P300,000.00 payable on or before April 30, 1993, (c)
P330,000.00 payable on or before July 31, 1993, (d) P417,000.00 payable to the New Capitol Estate, for 15 years at
P6,867.12 a month,
2. x x x In the event the VENDEE fails to pay the second installment on time, the VENDEE will pay starting May 1, 1993 a 2%
interest on the P300,000.00 monthly. Likewise, in the event the VENDEE fails to pay the amount of P630,000.00 on the
stipulated time, this CONTRACT TO SELL shall likewise be deemed cancelled and rescinded and x x x 5% of the total contract
price of P1,250,000.00 shall be deemed forfeited in favor of the VENDOR. Unpaid monthly amortization shall likewise be
deducted from the initial down payment in favor of the VENDOR.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
27
2014A
instead agreed to restructure the loan. In fact, DBP gave several extensions for petitioners to settle their loans, but they never
did, thus, prompting DBP to cancel the Restructuring Agreement.
Petitioners, however, insist that DBPs cancellation of the Restructuring Agreement justifies the extinguishment of their loan
obligation under the Principle of Constructive Fulfillment found in Article 1186 of the Civil Code.
We do not agree.
As aptly pointed out by the CA, Article 1186 of the Civil Code, which states that "the condition shall be deemed fulfilled when
the obligor voluntarily prevents its fulfillment," does not apply in this case, viz:
Article 1186 enunciates the doctrine of constructive fulfillment of suspensive conditions, which applies when the
following three (3) requisites concur, viz: (1) The condition is suspensive; (2) The obligor actually prevents the
fulfillment of the condition; and (3) He acts voluntarily. Suspensive condition is one the happening of which gives rise
to the obligation. It will be irrational for any Bank to provide a suspensive condition in the Promissory Note or the
Restructuring Agreement that will allow the debtor-promissor to be freed from the duty to pay the loan without paying
it.
Besides, petitioners have no one to blame but themselves for the cancellation of the Restructuring Agreement. It is significant
to point out that when the Regional Credit Committee reconsidered petitioners proposal to restructure the loan, it imposed
additional conditions which petitioners failed to do. DBP therefore had reason to cancel the Restructuring Agreement.
FACTS:
Petitioners Carlos, Lim, obtained 2 loans from DBP and executed separate promissory notes for each to finance their cattle
raising business. To secure the loans, petitioners executed a Mortgage in favor of DBP over real properties in the Province of
South Cotabato. Due to violent confrontations between government troops and Muslim rebels in Mindanao petitioners were
forced to abandon their cattle ranch. As a result, their business collapsed and they failed to pay the loan amortizations.
Moreover, since the Restructuring Agreement was cancelled, it could not have novated or extinguished petitioners loan
obligation. And in the absence of a perfected Restructuring Agreement, there was no impediment for DBP to exercise its right
to foreclose the mortgaged properties.
2. The foreclosure sale is not valid.
Petitioners made a partial payment, leaving an outstanding loan balance of P610,498.30, inclusive of charges and unpaid
interest. Petitioners requested from DBP Statements of Account for both accounts which they complied but Lim requested that
it be amended to reflect his partial payment.
But while DBP had a right to foreclose the mortgage, we are constrained to nullify the foreclosure sale due to the banks failure
to send a notice of foreclosure to petitioners.
Lim received a Notice of Foreclosure scheduled the following day. To stop the foreclosure, he was advised to pay an interest
covering a 60-days period or the amount of P60,000.00 to postpone the foreclosure for 60 days. Lim proposed the settlement
of the accounts through dacion en pago, with the balance to be paid in equal quarterly payments over five years.
We have consistently held that unless the parties stipulate, "personal notice to the mortgagor in extrajudicial foreclosure
proceedings is not necessary" because Section 3 of Act 3135 only requires the posting of the notice of sale in three public
places and the publication of that notice in a newspaper of general circulation.
DBP rejected the proposal and informed Lim that unless the accounts are fully settled as soon as possible, the bank will
pursue foreclosure proceedings. DBP informed Lim of the banks new guidelines for the settlement of outstanding loan
accounts and that the bank would immediately prepare the Restructuring Agreement upon receipt of the downpayment and
that the conditions for the settlement have been "pre-cleared" with the banks Regional Credit Committee.
Lim agreed, however, he received a letter from DBP informing him that the Regional Credit Committee rejected the proposed
Restructuring Agreement; that it required downpayment of 50% of the total obligation; that the remaining balance should be
paid within one year; that the interest rate should be non prime or 18.5%, whichever is higher; and that the proposal is effective
only for 90 days.
DBP informed Edmundo that the previous Restructuring Agreement was reconsidered and approved by the Regional Credit
Committee subject to additional conditions. No compliance was made by Edmundo. DBP informed Edmundo that the bank
cancelled the Restructuring Agreement due to his failure to comply with the conditions within a reasonable time. DBP sent
Edmundo a Final Demand Letter asking that he pay the outstanding amount of P6,404,412.92, exclusive of interest and
penalty charges.
The Office of the Clerk of Court and Ex-Officio Provincial Sheriff of the RTC of General Santos City issued a Notice resetting
the public auction sale of the mortgaged properties and was published for three consecutive weeks in a newspaper of general
circulation in General Santos City.
However, no notice of the extrajudicial foreclosure was sent by DBP to petitioners about the foreclosure sale. The letters
advising petitioners to immediately pay their obligation to avoid the impending foreclosure of their mortgaged properties are not
the notices required in paragraph 11 of the Mortgage. The failure of DBP to comply with their contractual agreement with
petitioners, i.e., to send notice, is a breach sufficient to invalidate the foreclosure sale.
Precisely, the purpose of the foregoing stipulation is to apprise respondent of any action which petitioner might take on the
subject property, thus according him the opportunity to safeguard his rights. When petitioner failed to send the notice of
foreclosure sale to respondent, he committed a contractual breach sufficient to render the foreclosure sale on November 23,
1981 null and void. (Emphasis supplied)
Article 1191
Art. 1191. 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 fulfillment and the rescission of the obligation, with the
payment of damages in either case. He may also seek rescission, even after he has chosen
fulfillment, if the latter should become impossible.
The auction sale was conducted and DBP was the highest bidder. They notified Lim of the date the right of redemption ends.
Petitioners filed before the RTC of General Santos City, a Complaint against DBP for Annulment of Foreclosure and Damages
with Prayer for Issuance of a Writ of Preliminary Injunction and/or Temporary Restraining Order. Petitioners alleged that DBPs
acts and omissions prevented them from fulfilling their obligation; thus, they prayed that they be discharged from their
obligation and that the foreclosure of the mortgaged properties be declared void.
On same date, the RTC issued a Temporary Restraining Order directing DBP to cease and desist from consolidating the titles
over petitioners foreclosed properties and from disposing the same.The RTC granted the Writ of Preliminary Injunction and
directed petitioners to post a bond in the amount of P3,000,000.00.
ISSUE:
WON DBPs acts and omissions in discharging its reciprocal obligations to petitioners effectively prevented the petitioners from
paying their loan obligations in a proper and suitable manner hence the obligation should be deemed fully complied with and
extinguished in accordance with the principle of constructive fulfillment. NO.
RATIO:
1.
The Promissory Notes subject of the instant case became due and demandable early on and the only reason the mortgaged
properties were not foreclosed was because of the restraining order from the court. Petitioners made a partial payment of
P902,800.00 but no subsequent payments were made. Although DBP could have foreclosed the mortgaged properties, it
The court shall decree the rescission claimed, unless there be just cause authorizing the fixing of a
period.
This is understood to be without prejudice to the rights of third persons who have acquired the thing,
in accordance with Articles 1385 and 1388 and the Mortgage Law. (1124)
UNIVERSAL FOOD CORP V. CA, 33 SCRA 1 NB, CONCURRING OPINION OF JBL REYES
FACTS:
In 1938, Private Respondent Magdalo Francisco, Sr. invented a formula for the manufacture of a food seasoning sauce
derived from banana fruits popularly known as Mafran. Magdalo later registered his trademark over the product as owner and
inventor and commenced the commercial manufacture of the Mafran. In 1960, due to lack of sufficient capital to finance the
expansion of the business, Magdalo secured the financial assistance of Tirso Reyes who, after a series of negotiations, formed
with other people, the Petitioner Universal Food Corporation (UFC). Later, UFC and Magdalo executed a Bill of Assignment,
wherein Magdalo was appointed chief chemist of UFC while Private Respondent Victoriano Francisco was appointed auditor
and superintendent. Since the start of UFCs operations, Magdalo, whenever preparing the secret materials never allowed
anyone to enter the laboratory in order to keep the formula secret to himself. However, Magdalo expressed a willingness to
give the formula to UFC provided that the same should be kept inside a safe to be opened only when he is already
incapacitated to perform his duties as chief chemist, but UFC never acquired a safe for that purpose. Later, UFCs president
and general Manager Tirso Reyes wrote Magdalo, requesting him to permit one or two members of his family to observe the
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
28
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preparation of Mafran, but the request was denied. In spite of this, Tirso did not compel or force Magdalo to accede to said
request.
Subsequently, due to the alleged scarcity and high prices of raw materials, the UFCs secretary-treasurer issued a
memorandum, duly approved by Tirso that only supervisor Ricardo Francisco should be retained in the factory and that the
salary of Magdalo should be stopped for the time being until the corporation should resume its operation. However, 5 days
later, Tirso issued a memorandum to Victoriano ordering him to report to the factory and produce Mafran Sauce at the rate of
not less than 100 cases a day and with instructions to take only the necessary daily employees without employing permanent
employees. Several memoranda were later on issued by Tirso in connection with the full swing production of Mafran and the
hiring of additional employees for the purpose. Due to these successive memoranda without Magdalo being recalled back to
work, he filed against UFC an action for the rescission of the Bill of Assignment and prayed that UFC be adjudged to be
without any right to use the Mafran trademark and formula. Tirso subsequently requested Magdalo to report for duty, but the
latter declined because of the pending action.
UFC contends that a suit for rescission is primary, can only be resorted to when he has no other remedy. Magdalo here has no
other remedy.
SC Majority: there is no other remedy for Magdalo, so he can file for rescission. A suit for rescission under Art. 1191 is
subsidiary, available only when there is no other remedy. Suit is proper.
JBL Concurring: SC majority is confused, the remedy of rescission is a primary remedy. Rescission here means resolution.
1191 breach of faith vs 1383 lesion or economic damages.
Remedy of rescission in 1191 is not subsidiary, it is primary. therefore the plaintiff does not have to prove that there is no other
recourse.
MAGDALENA ESTATE V. MYRICK, 71:344
FACTS:
Magdalena Estate, Inc. sold to Louis Myrick lots No. 28 and 29 of Block 1, Parcel 9 of the San Juan Subdivision, San Juan,
Rizal. Their contract of sale provides that the Price of P7,953 shall be payable in 120 equal monthly installments of P96.39
each on the second day of every month beginning the date of execution of the agreement.
In pursuance of said agreement, the vendee made several payments amounting to P2,596.08, the last being due and unpaid
was that of May 2, 1930. By reason of this, the vendor, through its president, notified the vendee that, in view of his i nability to
comply with the terms of their contract, said agreement had been cancelled, relieving him of any further obligation thereunder,
and that all amounts paid by him had been forfeited in favor of the vendor. To this communication, the vendee did not reply,
and it appears likewise that the vendor thereafter did not require him to make any further disbursements on account of the
purchase price.
ISSUE:
Was the petitioner authorized to forfeit the purchase price paid?
RULING:
No. The contract of sale contains no provision authorizing the vendor, in the event of failure of the vendee to continue in the
payment of the stipulated monthly installments, to retain the amounts paid to him on account of the purchase price. The claim
therefore, of the petitioner that it has the right to forfeit said sums in its favor is untenable. Under Article 1124 of the Civil Code,
however, he may choose between demanding the fulfillment of the contract or its resolution. These remedies are
alternative and not cumulative, and the petitioner in this case, having elected to cancel the contract cannot avail himself of the
other remedy of exacting performance. As a consequence of the resolution, the parties should be restored, as far as
practicable, to their original situation which can be approximated only be ordering the return of the things which were
the object of the contract, with their fruits and of the price, with its interest, computed from the date of institution of
the action.
CASE NOTE
Illustrates the duty of mutual restitution.
See also GRACE PARK CASE
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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The contract allowed the Owner to extrajudicially recover possession of the house, lot and improvements in case the Buyer
failed to meet the conditions of the contract, and the forfeiture of money obligations with the installments already paid
considered as rentals. The parties agreed on a purchase price of P75,000.00 payable in twenty years with respondent buyer
assuming to pay a down payment of P5,000.00 and a monthly installment of P630.00 payable in advance before the 5th day of
the corresponding month, starting with December, 1964.
Avellana failed to pay and Zulueta filed an ejectment case in the MTC. Avellana averred that the MTC did not have jurisdiction
over the case as it involved the interpretation and/or rescission of a contract; and that prior to the execution of the contract to
sell, Zulueta owed him P31,269 (the cost of two movies used in his Congressional campaign in 1964) and such amount was
understood to be the down payment of the property. The court rejected the defense, ruling that it was a matter better suited for
a separate claim.
On appeal to the CFI, the court dismissed the petition, there being no showing that before filing the case in the lower court, the
plaintiff has exercised or has pursued his right pursuant to the contract which should be the basis of the action in the lower
court. On MR, the court took notice of the case as an original action before it.
ISSUE/S
Was the action before the Municipal Court one for unlawful detainer within its exclusive original jurisdiction or one for
rescission or annulment of a contract, which should be litigated before a Court of First Instance?
HELD
YES, the Municipal Court had no jurisdiction over the case as it was one for rescission or annulment of a contract. When the
contract between the parties provided for extrajudicial rescission, this takes legal effect only when the other party does not
oppose it. Where it is objected to, a judicial determination of the issue is still necessary.
In his Complaint, petitioner had alleged violation by respondent Avellana of the stipulations of their agreement to sell and thus
unilaterally considered the contract rescinded. Respondent Avellana denied any breach on his part and argued that the
principal issue was one of interpretation and/or rescission of the contract as well as of set-off.
Under those circumstances, proof of violation is a condition precedent to resolution or rescission. It is only when the violation
has been established that the contract can be declared resolved or rescinded. Upon such rescission, in turn, hinges a
pronouncement that possession of the realty has become unlawful. Thus, the basic issue is not possession but one of
rescission or annulment of a contract. which is beyond the jurisdiction of the Municipal Court to hear and determine. And if this
is proved a justice of the peace court might make a finding to that effect, but it certainly cannot declare and hold that the
contract is resolved or rescinded. It is beyond its power so to do.
The illegality of the possession of realty by a party to a contract to sell is premised upon the resolution of the contract, it follows
that an allegation and proof of such violation, a condition precedent to such resolution or rescission, to render unlawful the
possession of the land or building erected thereon by the party who has violated the contract, cannot be taken cognizance of
by a justice of the peace court.
A stipulation entitling one party to take possession of the land and building if the other party violates the contract does not ex
proprio vigore confer upon the former the right to take possession thereof if objected to without judicial intervention and'
determination. While a violation by a party of any of the stipulations of a contract on agreement to sell real property would
entitle the other party to resolved or rescind it, proof of violation of a contract is a condition precedent to resolution or
rescission. It is only when the violation has been established that the contract can be declared resolved or rescinded.
DOCTRINE
A stipulation entitling one party to take possession of the land and building if the other party violates the contract does not ex
proprio vigore confer upon the former the right to take possession thereof if objected to without judicial intervention and'
determination. While a violation by a party of any of the stipulations of a contract on agreement to sell real property would
entitle the other party to resolved or rescind it, proof of violation of a contract is a condition precedent to resolution or
rescission. It is only when the violation has been established that the contract can be declared resolved or rescinded.
When the contract between the parties provided for extrajudicial rescission, this takes legal effect only when the other party
does not oppose it. Where it is objected to, a judicial determination of the issue is still necessary.
Facts:
1.
On March 28, 1965, petitioner Palay, Inc., through its President, Albert Onstott sold a parcel of land owned by the
corporation to the private respondent, Nazario Dumpit, by virtue of a Contract to Sell. The sale price was P23,300.00 with 9%
interest per annum, payable with a down payment of P4,660.00 and monthly instalments of P246.42 until fully paid. Paragraph
6 of the contract provided for automatic extrajudicial rescission upon default in payment of any monthly instalment after the
lapse of 90 days from the expiration of the grace period of one month, without need of notice and with forfeiture of all
instalments paid.
2. Respondent Dumpit paid the down payment and several instalments amounting to P13,722.50 with the last payment was
made on December 5, 1967 for instalments up to September 1967. Almost six (6) years later, private respondent wrote
petitioner offering to update all his overdue accounts and sought consent to the assignment of his rights to a certain Lourdes
Dizon. Petitioners informed respondent that his Contract to Sell had long been rescinded pursuant to paragraph 6 of the
contract, and that the lot had already been resold.
3.
Respondent filed a letter complaint with the National Housing Authority (NHA) questioning the validity of the rescission.
The NHA held that the rescission is void in the absence of either judicial or notarial demand. Palay, Inc. and Onstott in his
capacity as President of the corporation, jointly and severally, was ordered to refund Dumpit the amount paid plus 12%
interest from the filing of the complaint. Petitioners' MR was denied by the NHA. Respondent Presidential Executive Assistant,
on May 2, 1980, affirmed the Resolution of the NHA. Reconsideration sought by petitioners was denied for lack of merit. Thus,
the present petition.
FACTS
Jose Zulueta (Owner) and Lamberto Avellana (Buyer) entered into a contract to sell 9 Zuluetas house and lot in Pasig, Rizal.
9
12) That upon failure of the BUYER to fulfill any of the conditions herein stipulated, BUYER automatically and irrevocably
authorizes OWNER to recover extra-judicially, physical possession of the land, building and other improvements which are the
subject of this contract, and to take possession also extra-judicially whatever personal properties may be found within the
aforesaid premises from the date of said failure to answer for whatever unfulfilled monetary obligations BUYER may have with
OWNER; and this contract shall be considered as without force and effect also from said date; all payments made by the
BUYER to OWNER shall be deemed as rental payments without prejudice to OWNER's right to collect from BUYER whatever
other monthly installments and other money obligations which may have been paid until BUYER vacates the aforesaid
premises; upon his failure to comply with any of the herein conditions BUYER forfeits all money claims against OWNER and
shall pay a monthly rental equivalent to his monthly installment under Condition 1 of this Contract from the date of the said
failure to the date of recovery of physical possession by OWNER of the land, building and other improvements which are the
subject of this Contract; BUYER shall not remove his personal properties without the previous written consent of OWNER,
who, should he take possession of such properties following the aforesaid failure of BUYER, shall return the same to BUYER
only after the latter shall have fulfilled all money claims against him by OWNER; in all cases herein, demand is waived;
Issue:
W/N demand is necessary to rescind a contract
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
30
On December 7, 1966, the defendants-appellants wrote the plantiffs-appellees a letter requesting the remittance of past due
accounts. On January 28, 1967, the defendants-appellants cancelled the said contract because the plaintiffs failed to meet
subsequent payments. The plaintiffs letter with their plea for reconsideration of the said cancellation was denied by the
defendants.
The plaintiffs-appellees filed a case before the Court of First Instance to compel the defendant to execute
in their favor the final deed of sale alleging inter alia that after computing all subsequent payments for the land in question,
they found out that they have already paid the total amount including interests, realty taxes and
incidental expenses. The defendants alleged in their answer that the plaintiffs violated par. 6 of the contract to
sell when they failed and refused to pay and/or offer to pay monthly installments corresponding to the month of
August, 1966 for more than 5 months, thereby constraining the defendants to cancel the said contract.
Court
of
First
Contract
to
Instance
Sell
rendered
been
judgment
automatically
in
and
Thus, since the principal obligation under the contract is only P3,920.00 and the plaintiffs-appellees have already paid an
aggregate amount of P4,533.38, the courts should only order the payment of the few remaining installments but not uphold the
cancellation of the contract. Upon payment of the balance of P671.67 without any interest thereon, the defendant must
immediately execute the final deed of sale in favor of the plaintiffs and execute the necessary transfer of documents, as
provided in par.12 of the contract.
BOYSAW V. INTERPHIL PROMOTIONS, 148 SCRA 635
FACTS:
On May 1, 1961 Solomon Boysaw and his then Manager, Willie Ketchum, signed with Interphil Promotions, Inc. represented
by Lope Sarreal, Sr., a contract to engage Gabriel "Flash" Elorde in a boxing contest for the junior lightweight championship of
the world.
It was stipulated that the bout would be held at the Rizal Memorial Stadium in Manila on September 30, 1961 or not later than
thirty [30] days thereafter should a postponement be mutually agreed upon, and that Boysaw would not, prior to the date of the
boxing contest, engage in any other such contest without the written consent of Interphil Promotions, Inc.
Boysaw fought Louis Avila on June 19, 1961 in Las Vegas Nevada. Ketchum assigned to J. Amado Araneta the managerial
rights over Solomon Boysaw. J. Amado Araneta assigned to Alfredo J. Yulo, Jr. the managerial rights over Boysaw that he
earlier acquired from Ketchum and Ruskay. Yulo, Jr. wrote to Sarreal informing him of his acquisition of the managerial rights
over Boysaw and indicating his and Boysaw's readiness to comply with the boxing contract of May 1, 1961.
On the same date, on behalf of Interphil Sarreal wrote a letter to the Games and Amusement Board [GAB] expressing concern
over reports that there had been a switch of managers in the case of Boysaw, of which he had not been formally notified, and
requesting that Boysaw be called to an inquiry to clarify the situation.
The GAB called a series of conferences of the parties concerned culminating in the issuance of its decision to schedule the
Elorde-Boysaw fight for November 4, 1961. Yulo, Jr. refused to accept the change in the fight date, maintaining his refusal
even after Sarreal on September 26, 1961, offered to advance the fight date to October 28, 1961 which was within the 30-day
period of allowable postponements provided in the principal boxing contract of May 1, 1961.
As a result of the foregoing occurrences, on October 12, 1961, Boysaw and Yulo, Jr. sued Interphil, Sarreal, Sr. and Manuel
Nieto, Jr. in the CFI of Rizal [Quezon City Branch] for damages allegedly occasioned by the refusal of Interphil and Sarreal,
aided and abetted by Nieto, Jr., then GAB Chairman, to honor their commitments under the boxing contract of May 1,1961.
FACTS:
On December 19, 1957, defendants-appellants Ursula Torres Calasanz and plaintiffs-appellees Buenaventura Angeles and
Teofila Juani entered into a contract to sell a piece of land located in Cainta, Rizal for the amount of P3,920.00 plus 7%
interest per annum. The plaintiffs-appellees made a downpayment of P392.00 upon the execution of the contract. They
promised
to
pay
the
balance
in
monthly
installments
of
P41.20
until
fully
paid,
the installment being due and payable on the 19th day of each month. The plaintiffs-appellees paid the monthly installments
until
July
1966,
when
their
aggregate
payment
already
amounted
to
P4,533.38.
ISSUE:
Has the
interpreted against the party who drafted the same, especially where such interpretation will help effect justice to buyers who,
after having invested a big amount of money, are now sought to be deprived of the same thru the prayed application of a
contract clever in its phraseology, condemnable in its lopsidedness and injurious in its effect which, in essence, and its entirety
is
most
unfair
to
the
buyers.
While an Elorde-Boysaw fight was eventually staged, the fight contemplated in the May 1, 1961 boxing contract never
materialized.
The
2014A
favor
validly
of
the
cancelled
plaintiffs,
by
the
hence
this
ISSUE:
WON there was a violation of the fight contract of May 1, 1961; and if there was, who was guilty of such violation.
HELD:
YES. Boysaw and his manager violated the contract themselves
RATIO:
On the issue pertaining to the violation of the May 1, 1961 fight contract, the evidence established that the contract was
violated by appellant Boysaw himself when, without the approval or consent of Interphil, he fought Louis Avila on June 19,
1961 in Las Vegas Nevada.
While the contract imposed no penalty for such violation, this does not grant any of the parties the unbridled liberty to breach it
with impunity. Our law on contracts recognizes the principle that actionable injury inheres in every contractual breach. Thus:
Those who in the performance of their obligations are guilty of fraud, negligence or delay, and
those who in any manner contravene the terms thereof, are liable for damages. [Art. 1170, Civil
Code].
Also:
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. [Part 1, Art. 1191, Civil Code].
appeal.
defendants-appellants?
RULING:
No. While it is true that par.2 of the contract obligated the plaintiffs-appellees to pay the defendants the
sum of P3,920 plus 7% interest per annum, it is likewise true that under par 12 the seller is obligated to transfer the title to the
buyer
upon
payment
of
the
said
price.
There is no doubt that the contract in question gave rise to reciprocal obligations. "Reciprocal obligations are those which arise
from the same cause, and in which each party is a debtor and a creditor of the other, such that the obligation of one is
dependent upon the obligation of the other. They are to be performed simultaneously, so that the performance of one is
conditioned upon the simultaneous fulfillment of the other" [Tolentino, Civil Code of the Philippines, Vol. IV, p. 175.1
The power to rescind is given to the injured party. "Where the plaintiff is the party who did not perform the
undertaking which he was bound by the terms of the agreement to perform, he is not entitled to insist upon the
performance of the contract by the defendant, or recover damages by reason of his own breach " [Seva vs. Alfredo
Berwin 48 Phil. 581, Emphasis supplied].
The contract to sell, being a contract of adhesion, must be construed against the party causing it. The
Supreme Court agree with the observation of the plaintiffs-appellees to the effect that the terms of a contract must be
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Another violation of the contract in question was the assignment and transfer, first to J. Amado Araneta, and subsequently, to
appellant Yulo, Jr., of the managerial rights over Boysaw without the knowledge or consent of Interphil.
"automatic rescission." Hacienda, by its own actions, waived the automatic rescission clause. The assailed decision is
affirmed.
The assignments, from Ketchum to Araneta, and from Araneta to Yulo, were in fact novations of the original contract which, to
be valid, should have been consented to by Interphil.
A contractual provision allowing "automatic rescission", without prior need of judicial rescission, resolution or cancellation, is
VALID. The remedy of one who feels aggrieved in a contract with an automatic rescission clause is to go to Court for the
cancellation of the rescission itself, in case the rescission is found unjustified under the circumstances.
Novation which consists in substituting a new debtor in the place of the original one, may be made
even without the knowledge or against the will of the latter, but not without the consent of the
creditor. [Art. 1293, Civil Code, emphasis supplied].
That appellant Yulo, Jr., through a letter, advised Interphil on September 5, 1961 of his acquisition of the managerial rights
over Boysaw cannot change the fact that such acquisition, and the prior acquisition of such rights by Araneta were done
without the consent of Interphil. There is no showing that Interphil, upon receipt of Yulo's letter, acceded to the "substitution" by
Yulo of the original principal obligor, who is Ketchum. The logical presumption can only be that, with Interphil's letter to the
GAB expressing concern over reported managerial changes and requesting for clarification on the matter, the appellees were
not reliably informed of the changes of managers. Not being reliably informed, appellees cannot be deemed to have consented
to such changes.
Facts:
Ong entered into an Agreement of Purchase and Sale with the Robles spouses concerning two parcels of land in San
Antonio, Quezon. The contract price was for P2M, where Ong, as buyer, will make an initial payment of 600,000 and the
remaining balance to be paid in four quarterly installments. The initial payment was to be made by Ong to BPI to settle the loan
of the spouses (about almost 500,000) and the remaining amount (100,000) was paid to the spouses. Ong took possession of
the said parcels of land together with their improvements, including a rice mill and a piggery. The spouses undertook to deli ver
the titles upon full payment.
Under the law when a contract is unlawfully novated by an applicable and unilateral substitution of the obligor by another, the
aggrieved creditor is not bound to deal with the substitute.
However, the post-dated checks issued by Ong for the installment payments were dishonored due to insufficiency of funds. To
make the matters worse, Ong was not able to fully pay the loan of the spouses with BPI so the latter threatened to foreclose
the mortgage. Thus, the spouses were compelled to sell three transformers of the rice mill with Ongs consent. Ong voluntaril y
permitted the spouses to operate the rice mill.
The consent of the creditor to the change of debtors, whether in expromision or delegacion is an,
indispensable requirement . . . Substitution of one debtor for another may delay or prevent the
fulfillment of the obligation by reason of the inability or insolvency of the new debtor, hence, the
creditor should agree to accept the substitution in order that it may be binding on him.
In a show of accommodation, the appellees offered to advance the November 4, 1961 fight to October 28, 1961 just to place it
within the 30- day limit of allowable postponements stipulated in the original boxing contract.
The spouses then demanded from Ong the return of the properties, after which they filed for rescission and recovery of
properties with damages. During the pending of the suit, petitioner Ong introduced improvements on the property which
prompted the spouses to file for an injunction. The trial court ruled in favor of the spouses, which was affirmed on appeal.
ISSUES: WON the contract entered into by the parties may be validly rescinded under Article 1191 of the New Civil Code; and
The refusal of Yulo to accept a postponement without any other reason but the implementation of the terms of the original
boxing contract entirely overlooks the fact that by virtue of the violations they have committed of the terms thereof, they have
forfeited any right to its enforcement.
On the validity of the fight postponement, the violations of the terms of the original contract by Yulo vested the Interphil with the
right to rescind and repudiate such contract altogether. That they sought to seek an adjustment of one particular covenant of
the contract, is under the circumstances, within the appellee's rights.
HELD:
A careful reading of the parties' "Agreement of Purchase and Sale" shows that it is in the nature of a contract to sell, as
distinguished from a contract of sale. In a contract of sale, the title to the property passes to the vendee upon the delivery
of the thing sold; while in a contract to sell, ownership is, by agreement, reserved in the vendor and is not to pass to the
vendee until full payment of the purchase price. In a contract to sell, the payment of the purchase price is a positive
suspensive condition, the failure of which is not a breach, casual or serious, but a situation that prevents the
obligation of the vendor to convey title from acquiring an obligatory force.
The promise of the spouses to sell was subject to the fulfillment of the suspensive condition of full payment of the purchase
price by the petitioner. Petitioner, however, failed to complete payment of the purchase price. The non-fulfillment of the
condition of full payment rendered the contract to sell ineffective and without force and effect. It must be stressed that the
breach contemplated in Article 1191 of the New Civil Code is the obligor's failure to comply with an obligation. Failure to pay,
in this instance, is not even a breach but merely an event which prevents the vendor's obligation to convey title from
acquiring binding force. Hence, the agreement of the parties in the case at bench may be set aside, but not because of
a breach on the part of petitioner for failure to complete payment of the purchase price. Rather, his failure to do so
brought about a situation which prevented the obligation of respondent spouses to convey title from acquiring an
obligatory force.
DOCTRINE
A contractual provision allowing "automatic rescission", without prior need of judicial rescission, resolution or cancellation, is
VALID. The remedy of one who feels aggrieved in a contract with an automatic rescission clause is to go to Court for the
cancellation of the rescission itself, in case the rescission is found unjustified under the circumstances.
An automatic rescission clause in a contract, while valid, may be waived through the actions of the obligee when the obligee
allows the obligor to continue the fulfillment of the terms of the contract despite the initial breach bringing into force the
automatic rescission clause.
FACTS
Hacienda Benito, Inc. entered into a contract to sell with Manufacturers Bank and Trust Company, predecessor in interest of
Pilipinas Bank, over a parcel of land in Antipolo, Rizal. The contract contained an automatic rescission clause that allowed the
vendor to resell the property and to forfeit installments already made in favor of the vendor when the vendee fails to pay
installments when due, three or more consecutive installments as stipulated therein or to comply with any of the terms and
conditions thereof
During the contract, Hacienda sent series of notices to the Bank for the latters balances/arrearages. From time to time, the
Bank partially complied with this and requested for extensions.
On May 19, 1970, the petitioner, for the last time, reminded the Bank to pay their balance. After more than two years [1973],
the Bank sent a letter expressing their desire to settle their desire to fully settle their obligation.
On March 27, 1974, petitioner wrote a letter to the Bank, informing them that the contract to sell had been rescinded. The Bank
filed Complaint for Specific Performance with Damages to compel petitioner to execute a deed of sale.
After trial, the lower court rendered a decision in the Banks favor, holding that petitioner could not rescind the contract to sell,
because: (a) petitioner waived the automatic rescission clause by accepting payment and by sending letters advising private
respondents of the balances due, thus, looking forward to receiving payments thereon. Said decision was affirmed on appeal.
Hence, this Petition For Review on Certiorari.
ISSUE/S
Whether or not the Contract to Sell was rescinded, under the automatic rescission clause contained therein.
HELD
YES. An automatic rescission clause in a contract, while valid, may be waived through the actions of the obligee when the
obligee allows the obligor to continue the fulfillment of the terms of the contract despite the initial breach bringing into force the
automatic rescission clause. Haciendas many extensions granted to the Bank never called attention to the proviso on
Discussion on rescission under Article 1191 in relation to rescission under Article 1383.
Petitioner contends that Article 1191 of the New Civil Code is not applicable since he has already paid respondent spouses a
considerable sum and has therefore substantially complied with his obligation. He cites Article 1383 instead, to the effect that
where specific performance is available as a remedy, rescission may not be resorted to.
Rescission, as contemplated in Articles 1380, et seq., of the New Civil Code, is a remedy granted by law to the contracting
parties and even to third persons, to secure the reparation of damages caused to them by a contract, even if this should be
valid, by restoration of things to their condition at the moment prior to the celebration of the contract. It implies a contract,
which even if initially valid, produces a lesion or a pecuniary damage to someone.
On the other hand, Article 1191 of the New Civil Code refers to rescission applicable to reciprocal obligations. Reciprocal
obligations are those which arise from the same cause, and in which each party is a debtor and a creditor of the other, such
that the obligation of one is dependent upon the obligation of the other. They are to be performed simultaneously such that the
performance of one is conditioned upon the simultaneous fulfillment of the other. Rescission of reciprocal obligations under
Article 1191 of the New Civil Code should be distinguished from rescission of contracts under Article 1383. Although both
presuppose contracts validly entered into and subsisting and both require mutual restitution when proper, they are not entirely
identical.
While Article 1191 uses the term "rescission," the original term which was used in the old Civil Code, from which the article
was based, was "resolution. Resolution is a principal action which is based on breach of a party, while rescission under
Article 1383 is a subsidiary action limited to cases of rescission for lesion under Article 1381 of the New Civil Code,
which expressly enumerates the following rescissible contracts:
1. Those which are entered into by guardians whenever the wards whom they represent suffer lesion by more
than one fourth of the value of the things which are the object thereof;
2. Those agreed upon in representation of absentees, if the latter suffer the lesion stated in the preceding
number;
3. Those undertaken in fraud of creditors when the latter cannot in any manner collect the claims due them;
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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For their part, 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 was favorably granted by the Regional Trial Court 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. Separately, petitioners pointed out that BSP's adverse claim/levy which
was annotated long after the execution of the contract had already been settled.
ISSUE:
WON 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.
HELD:
NO. Sps. Fajardo have a right to rescind the contract.
RATIO:
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.
A perusal of the records shows that GPI acquired the subject property through a Deed of Partition and Exchange executed
between it and the former registered owner of the property. However, no plausible explanation was advanced by the
petitioners as to why the petition for inscription was filed only after almost eight (8) years from the acquisition of the subject
property.
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 GPIs earlier petition based
on technical defects, this notwithstanding Sps. Fajardo's full payment of the purchase price and prior demand for delivery of
title. Clearly, the long delay in the performance of GPI's obligation from date of demand was unreasonable and unjustified. It
cannot therefore be denied that GPI substantially breached its contract to sell with Sps. Fajardo which thereby
accords the latter the right to rescind the same pursuant to Article 1191 of the Code, viz:
ART. 1191. 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 fulfillment and the rescission of the obligation, with the payment of damages in
either case. He may also seek rescission, even after he has chosen fulfillment, if the latter should become impossible.
The court shall decree the rescission claimed, unless there be just cause authorizing the fixing of a period.
This is understood to be without prejudice to the rights of third persons who have acquired the thing, in accordance with
articles 1385 and 1388 and the Mortgage Law.
It is noteworthy to point out that 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.31 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. 32 To be sure, it has been settled that the effects of rescission as
provided for in Article 1385 of the Code are equally applicable to cases under Article 1191, to wit:
xxxx
Mutual restitution is required in cases involving rescission under Article 1191.1wphi1 This means bringing the parties
back to their original status prior to the inception of the contract. Article 1385 of the Civil Code provides, thus:
ART. 1385. 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; consequently, it can be carried out only when he who demands rescission
can return whatever he may be obligated to restore.
Neither shall rescission take place when the things which are the object of the contract are legally in the possession of third
persons who did not act in bad faith.
In this case, indemnity for damages may be demanded from the person causing the loss.
However, despite its full payment of the purchase price and subsequent demands, GPI failed to execute the deed and to
deliver the title and physical possession of the subject lot.
This Court has consistently ruled that this provision applies to rescission under Article 1191:
Thus, Sps. Fajardo filed before the Housing and Land Use Regulatory Board-Expanded National Capital Region Field Office
(HLURBENCRFO) a complaint for specific performance or rescission of contract with damages against GPI and the members
of its Board of Directors.
Since 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. x x x
Sps. Fajardo averred that GPI violated Section 20 of Presidential Decree No. 957 10 (PD 957) due to its failure to construct and
provide water facilities, improvements, infrastructures and other forms of development including water supply and lighting
facilities for the subdivision project. They also alleged that GPI failed to provide boundary marks for each lot and that the
mother title including the subject lot had no technical description and was even levied upon by the Bangko Sentral ng Pilipinas
(BSP) without their knowledge. They thus prayed that GPI be ordered to execute the deed, to deliver the corresponding
certificate of title and the physical possession of the subject lot within a reasonable period, and to develop Evergreen
Executive Village; or in the alternative, to cancel and/or rescind the contract and refund the total payments made plus legal
interest.
In this light, it cannot be denied that only GPI benefited from the contract, having received full payment of the contract price
plus interests as early as January 17, 2000, while Sps. Fajardo remained prejudiced by the persisting non-delivery of the
subject lot despite full payment. As a necessary consequence, considering the propriety of the rescission as earlier
discussed, Sps. Fajardo must be able to recover the price of the property pegged at its prevailing market value.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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hand, rescission of contracts in case of breach pursuant to Article 1191 of the Civil Code of the Philippines also presupposes a
valid contract unless rescinded or annulled.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Jan. 20, 1969: Tolentino filed a petition for injunction, specific performance or recission & damages w/prelim injunction alleging
that since ISB failed to deliver P63k balance, hes entitled to specific performance by ordering delivery of balance w/12% per
annum interest from Apr. 28, 1965 & if such cant be done, to rescind mortgage.
Court issued TRO.
CFI: ordered Tolentino to pay ISB P17k + legal interest & charges due and TRO lifted so foreclosure may proceed.
In UP, the court said that parties are not prevented from agreeing that a contract is deemed cancelled (or resolved) in
case of breach of the other party. This emanates from the reciprocal nature of the obligation under Art. 1191. Thus, a party
may consider the contract rescinded but does so at its own risk because the court may subsequently rule that rescission is not
proper if the other party impugns such rescission. Thus, if there is automatic rescission and the injured party rescinds without
objection from the alleged violator, then no judicial act is necessary. But in case the other party impugns the validity of the
other party's rescission, the former is not precluded from seeking relief from the court even if there's an automatic rescission
provision. In effect, there's only a transfer of the initiative to sue--the defaulter will sue to question the rescission. In the
normal course of things, it is the injured party who is supposed to file for rescission. "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." Therefore,
one party cannot unilaterally rescind based on its own determination that there is breach and such breach warranted a
rescission because only the court can do that.
CA: Affirmed dismissal of Tolentinos petition but ruled that ISB can neither foreclose mortgage nor collect P17k loan.
Thus, a party may go to court to question the rescission despite the automatic provision unless such party (defaulter) is barred
by "acquiescence, estoppel, or prescription." Thus, it is the court's determination that produces effect. So if one party considers
it rescinded without judicial determination and the court finds rescission is not proper, such party may be liable for such action
(own risk). Thus, the court said in Eds that "even if the right to rescind is made available to the injured party, the obligation is
not ipso facto erased by the failure of the other party to comply with what is incumbent upon him."
Mere pecuniary inability to fulfill an engagement does not discharge the oblig of the contract nor does it constitute any defense
to a decree of specific performance (Gutierrez Repide v. Afzelius) and mere fact of insolvency of a debtor is never an excuse
for the non-fulfillment of an oblig but instead its taken as a breach of contract by him (CJS).
In Eds, Eds unilaterally rescinded and it appears that Healthcheck was supposed to return the unused premiums upon delivery
of the HMO cards (allow rescission so to speak) but Eds did not deliver so the employees were still able to use the cards (so
this pertains to the risk that Eds took for unilaterally rescinding). SC said there was indeed substantial breach by HCI but it is
the judicial act that produces the effect. So when Eds "rescinded," such "rescission" was not yet operative and the continued
use of Eds of HCI's services beyond the contract period belied its intention to rescind.
Article 1192
Art. 1192. In case both parties have committed a breach of the obligation, the liability of the first
infractor shall be equitably tempered by the courts. If it cannot be determined which of the parties first
violated the contract, the same shall be deemed extinguished, and each shall bear his own damages.
(n)
Fact that Tolentino demanded & accepted the refund of pre-deducted 6-month interest of P4,800 cant be taken as a waiver of
his rt to collect balance. In fact, collection of the pre-deducted interest was improper considering that only P17k was released.
A person cant be legally charged interest for a non-existing debt. In accepting the refund, Tolentino was only exercising his
right.
ISB claims that there was an overvaluation of the loan collateral. But such does not exempt it from complying w/its reciprocal
oblig. Bank officials should exercise caution & prudence in the discharge of their functions by investigating existence &
valuation of properties being offered as loan security. They cant rely merely on the customers representation. Besides, lower
court prevented petitioner from presenting proof on alleged over-valuation because of their failure to raise the same in their
pleadings in effect waiving their right to do so (ROC Sec. 9, Rule 9). Thus, such cant be raised in the SC.
2.WON a an action for specific performance can prosper NO
ISB is now prohibited from doing further business by Monetary Board Resolution No. 967.
3.WON recission is proper YES
Tolentino is bound by the promissory note he released WRT the P17k loan. He has a reciprocal oblig to pay such when it falls
due. So WRT to this amount, hes not entitled to recission since hes also a party in default (CC Art. 1191). As a matter of fact,
rt to rescind belongs to the aggrieved party, ISB. Had he not signed a promissory note, Tolentino would be entitled to ask for
recission of entire loan there being no date for him to perform his reciprocal oblig to pay.
The Supreme Court held that there was only partial delivery. As such, the contract is deemed perfect only in so far as what has
been delivered. The mortgage cannot be entirely foreclosed, except for up to the amount of the actual amount released, but
the Bank can recover the interest of the partial loan. Tolentino cannot anymore demand the remaining amount of the loan from
the Bank because he defaulted on his payment. His liability offsets the liability of the Bank to him.
CC Art. 1192: In case both parties committed a breach of their reciprocal obligations, the liability of the first infractor
shall be equitably tempered by the courts. Thus, ISBs liability for damages is offset by Tolentinos liability for
damages in the form of penalties & surcharges.
FACTS
Apr 28, 1965: Tolentinos loan application of P80k w/the Island Savings Bank (ISB) was approved. As security, he executed a
real estate mortgage over his 100-hec land in Cubo, Las Nievas, Agusan. Terms of the loan:
1.lump sum loan of P80k
2.repayable in semi-annual installments for 3 yrs w/12% annual interest
3.loan to be used solely as an additional capital to develop his other property into a subdivision
May 22, 1965: P17k partial release. Tolentino & his wife signed a promissory note for such amount at 12% annual interest
payable in 3yrs from date of execution of contract at semi-annual installments of P3,459.00. Advance 6-month interest for the
P80k loan was deducted from the P17k amounting to P4,800.00. But such amount was refunded to Tolentino on July 23, 1965.
No fund available yet for the P63k balance.
Aug. 13, 1965: Monetary Board of Central Bank issued Resolution No. 1049 finding ISB suffering liquidity problems. Bank was
prohibited making new loans & investments except in govt securities & loans already approved subj to the review of the Supt
of Banks who may impose certain limitations.
June 14, 1968: Monetary Board issued Resolution No. 967 finding that ISB failed to put up required capital to restore its
solvency. Bank prohibited from doing business in RP & Acting Supt of Banks to take charge of ISBs assets.
Aug. 1, 1968: due to Tolentinos failure to pay P17k covered by promissory note, ISB filed for extra judicial foreclosure of the
real estate mortgage. Sheriff scheduled auction for Jan. 22, 1969.
Since both parties were in default, theyre both liable for damages.
The liability of Tolentino for the interest of the P17k debt shall not be included in offsetting the liabilities of both parties since he
derived some benefit for his use of said amount. But Tolentinos real estate mortgage cant be entirely foreclosed to satisfy his
P17k debt. Note that the consideration of the accessory contract of the real estate mortgage is the same as that of the
principal contract. In both instances, the consideration of the debtors oblig to pay is the existence of a valid, voidable or
unenforceable debt (CC Art. 2086 in relation to Art. 2052). The consideration in executing a mortgage may either be a prior or
subsequent matter. But when the consideration is subsequent, the mortgage can only take effect when the debt secured by it
is created as a binding contract to pay. And when theres partial failure of consideration, the mortgage becomes unenforceable
to the extent of such failure.
The mortgage cant be enforced for more than the actual sum due (Metropolitan Life Ins. v Peterson). Since ISB failed to
furnish the P63k balance, the mortgage is unenforceable to such extent w/c is 78.75% of the total loan. Thus, 78.75 of the 100hec mortgage is unenforceable. The remaining 21.25 hec is more than sufficient to secure the P17k debt.
CC Art. 2089s rule on indivisibility of real estate mortgage is not applicable since such rule presupposes several heirs of the
debtor/creditor w/c is not the case here.
Holding:
1.Tolentino to pay ISB P17k + P41,210.00 as 12% interest per annum from May 22, 1965 to Aug. 22, 1985 and 12% interest
on total amount counted from Aug. 22, 1985 until paid.
2.In case Tolentino fails to pay, his real estate mortgage of 21.25 hectares shall be foreclosed to satisfy his total indebtedness.
3.78.75 hectares real estate mortgage is unenforceable & ordered released in favor of Tolentino.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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manner. The cost of the execution of the obligation in this case should be the cost of the labor or service expended
in teh repair of the typewriter, which is in the amount of P58.75, because the obligation or contract was to repair it.
Article 1197
Art. 1197. If the obligation does not fix a period, but from its nature and the circumstances it can be
inferred that a period was intended, the courts may fix the duration thereof.
The courts shall also fix the duration of the period when it depends upon the will of the debtor.
In addition, the defendant-appellee is likewise liable, under Article 1170 of the Code , for the cost of the missing parts,
in the amount P31.10, for in his obligaiton to repair the typewriter he was bound, but failed or neglected, to return it in
the same condition it was when he received it.
In every case, the courts shall determine such period as may under the circumstances have been
probably contemplated by the parties. Once fixed by the courts, the period cannot be changed by
them. (1128a)
Appellant's claims for moral and temperate damages and attorney's fees were, however correctly rejected by the trial court, for
these were not alleged in his complaint (Record on Appeal, pages 105). Claims for damages and attorney's fees must be
pleaded, and the existence of, the actual basis thereof must be proved.
The appealed judgment thus made no findings on these claims, nor on the fraud or malice charged to the appellee. As no
findings of fact were made on damages and attorney's fees, there is no factual basis upon which to make an award therefor.
Appellant is bound by such judgment of the court, a quo, by reason of his having resorted directly to the Supreme Court on
questions of law.
IN VIEW OF THE FOREGOING REASONS, the appealed judgment is hereby modified, by ordering the defendants-appellee
to pay, as he is hereby ordered to pay, the plaintiff-appellant the sum of P89.85, with interest at the legal rate from the filing of
the complaint. Costs in all instances against appellee Fructuoso Gonzales.
Concepcion, C.J., Dizon, Makalintal, Zaldivar, Ruiz Castro, Fernando, Teehankee and Villamor, JJ., concur.
Barredo J., did not take part.
tenable
for
Singson
Encarnacion
to
discontinue
the
lease
of
Baldomar
and
her
son?
RULING:
The continuance and fulfillment of the contract of lease cannot be made to depend solely and exclusively upon the free and
uncontrolled choice of the lessees between continuing paying the rentals or not, completely depriving the owner of all say in
the matter. Furthermore, carried to its logical conclusion, the defense thus set up by defendant Lefrado Fernando would leave
to the sole and exclusive will of one of the contracting parties (defendants in this case) the validity and fulfillment of the
contract of lease, within the meaning of article 1256 of the Civil Code, since the continuance and fulfillment of the contract
would then depend solely and exclusively upon their free and uncontrolled choice between continuing paying the rentals or
not, completely depriving the owner of all say in the matter. If this defense were to be allowed, so long as defendants elected
to continue the lease by continuing the payment of the rentals, the owner would never be able to discontinue it; conversely,
although the owner should desire the lease to continue, the lessees could effectively thwart his purpose if they should prefer to
terminate the contract by the simple expedient of stopping payment of the rentals. This, of course, is prohibited by the
aforesaid article of the Civil Code.
ELEIZEGUI V. LAWN TENNIS CLUB, 2:309
[note: taken from http://lawsandfound.blogspot.com/2013/07/eleizegui-v-manila-lawn-tennis-club.html]
FACTS:
A contract of lease was executed on January 25, 1980 over a piece of land owned by the plaintiffs Eleizegui (Lessor) to the
Manila Lawn Tennis Club, an English association (represented by Mr. Williamson) for a fixed consideration of P25 per month
and accordingly, to last at the will of the lessee. Under the contract, the lessee can make improvements deemed desirable for
the comfort and amusement of its members. It appeared that the plaintiffs terminated the lease right on the first month. The
defendant is in the belief that there can be no other mode of terminating the lease than by its own will, as what they believe
has been stipulated.
As a result the plaintiff filed a case for unlawful detainer for the restitution of the land claiming that article 1569 of the Civil
Code provided that a lessor may judicially dispossess the lessee upon the expiration of the conventional term or of the legal
term; the conventional term that is, the one agreed upon by the parties; the legal term, in defect of the conventional, fixed
for leases by articles 1577 and 1581. The Plaintiffs argued that the duration of the lease depends upon the will of the lessor on
the basis of Art. 1581 which provides that, "When the term has not been fixed for the lease, it is understood to be for years
when an annual rental has been fixed, for months when the rent is monthly. . . ." The second clause of the contract provides as
follows: "The rent of the said land is fixed at 25 pesos per month."
The lower court ruled in favor of the Plaintiffs on the basis of Article 1581 of the Civil Code, the law which was in force at the
time the contract was entered into. It is of the opinion that the contract of lease was terminated by the notice given by the
plaintiff. The judgment was entered upon the theory of the expiration of a legal term which does not exist, as the case requi res
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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RATIO:
So it was held in Melencio v. Dy Tiao Lay that a "provision in a lease contract that the lessee, at any time before he erected
any building on the land, might rescind the lease, can hardly be regarded as a violation of article 1256 [now art. 1308] of the
Civil Code."
Here, the right of the lessee to continue the lease or to terminate it is so circumscribed by the term of the contract that it cannot
be said that the continuance of the lease depends upon his will. At any rate, even if no term had been fixed in the agreement,
this case would at most justify the fixing of a period but not the annulment of the contract.
Indeed, the charge of undue influence in this case rests on a mere inference drawn from the fact that Justina Santos could not
read (as she was blind) and did not understand the English language in which the contract is written, but that inference has
been overcome by her own evidence. As it was with the lease contract (Plff Exh. 3), so it was with the rest of the contracts (Plff
Exhs. 4-7) the consent of Justina Santos was given freely and voluntarily.
The lower courts judgment is erroneous and therefore reversed and the case was remanded with directions to enter a
judgment of dismissal of the action in favor of the defendant, the Manila Lawn Tennis Club.
It is clear in the agreement, Exhibit "A", that the proceeds of the sale of the tobacco should be turned over to the complainant
as soon as the same was sold, or, that the obligation was immediately demandable as soon as the tobacco was disposed of.
Hence, Article 1197 of the New Civil Code, which provides that the courts may fix the duration of the obligation if it does not fix
a period, does not apply.
Facts:
Justina Santos y Canon Faustino and her sister Lorenzo were the owners in common of a piece of land in Manila. The sisters
lived in one of the houses, while Wong Heng, a Chinese, lived with his family in the restaurant. Wong had been a long-time
lessee of a portion of the property, paying a monthly rental of P2,620. Justina Santos then became the owner of the entire
property as her sister died with no other heir. Wong became Justinas entrusted person to whom she delivered various
amounts for safekeeping, including rentals from her property at the corner of Ongpin and Salazar streets and the rentals which
Wong himself paid as lessee of a part of the Rizal Avenue property. Justina Santos executed on November 15, 1957 a
contract of lease (Plff Exh. 3) in favor of Wong, covering the portion then already leased to him and another portion fronting
Florentino Torres street for 50 years, although the lessee was given the right to withdraw at any time from the agreement. Ten
days later (November 25), the contract was amended (Plff Exh. 4) so as to make it cover the entire property, including the
portion on which the house of Justina Santos stood, at an additional monthly rental of P360. For his part Wong undertook to
pay, out of the rental due from him.
FACTS:
J. M. Tuason & Co., Inc. is the owner of a big tract land situated in Quezon City, otherwise known as the Sta. Mesa Heights
Subdivision, and covered by a Torrens title in its name. On July 28, 1950, through Gregorio Araneta, Inc., it (Tuason & Co.)
sold a portion thereof to Philippine Sugar Estates Development Co., Ltd. The parties stipulated, among in the contract of
purchase and sale with mortgage, that the buyer will
Build on the said parcel land the Sto. Domingo Church and Convent
On December 21 she executed another contract (Plff Exh. 7) giving Wong the option to buy the leased premises. The option,
written in Tagalog, imposed on him the obligation to pay for the food of the dogs and the salaries of the maids in her
household, the charge not to exceed P1,800 a month. The option was conditioned on his obtaining Philippine citizenship, a
petition for which was then pending in the Court of First Instance of Rizal.
On November 18, 1958 she executed two other contracts, one (Plff Exh. 5) extending the term of the lease to 99 years, and
another (Plff Exh. 6) fixing the term of the option of 50 years. In two wills executed on August 24 and 29, 1959 (Def Exhs. 285
& 279), she bade her legatees to respect the contracts she had entered into with Wong, but in a codicil (Plff Exh. 17) of a l ater
date (November 4, 1959) she claims that the various contracts were made by her because of machinations and inducements
practiced by him, she now directed her executor to secure the annulment of the contracts.
Security Bank & Trust Co was then appointed the guardian of Justinas properties.
Issue:
WON the contracts were freely entered into? YES
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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MILLARE V. HERNANDO, 151 SCRA 484
[note: taken from https://sites.google.com/site/1213digests/home/case-list/millare-v-hernando]
FACTS:
Petitioner Pacifica Millare as lessor and private respondent Elsa Co, as lessee executed a 5-year contract of lease. The parties
agreed to rent out a commercial unit for a monthly rate of P350. Before the expiration of the lease contract, the lessor informed
them that the lessee can continue renting the unit as they were amenable to paying increased rentals of P1,200.00 a month. In
response, a counteroffer of P700.00 a month was made by the lessee. At this point, the lessor allegedly stated that the amount
of monthly rentals could be resolved at a later time since "the matter is simple among us", which alleged remark was
supposedly taken by the spouses Co to mean that the Contract of Lease had been renewed. On 22 July 1980, Mrs. Millare
wrote the Co spouses requesting them to vacate the leased premises as she had no intention of renewing the Contract of
Lease. Lessees responded by reiterated their unwillingness to pay the P1,200.00 monthly rentals and by depositing the P700
monthly rentals in court. on 1 September 1980, Mrs. Millare filed an ejectment case against the Co spouses in the Municipal
Court of Bangued, Abra. The judge rendered a "Judgment by Default" ordering the renewal of the lease contract for a term of 5
years counted from the expiration date of the original lease contract, and fixing monthly rentals thereunder at P700.00 a
month, payable in arrears.
ISSUES:
Whether or not private respondents have a valid cause of action against petitioner, and whether the trial court acquired
jurisdiction over Civil Case No. 1434.
HELD:
In the instant case, the lessor and the lessee conspicuously failed to reach agreement both on the amount of the rental to be
payable during the renewal term, and on the term of the renewed contract. The respondent judge cited Articles 1197 and 1670
of the Civil Code to sustain the "Judgment by Default" by which he ordered the renewal of the lease for another term of five
years and fixed monthly rentals thereunder at P700.00 a month. The first paragraph of Article 1197 is clearly inapplicable,
since the Contract of Lease did in fact fix an original period of five years. The second paragraph of Article 1197 is equally
clearly inapplicable since the duration of the renewal period was not left to the will of the lessee alone, but rather to the will of
both the lessor and the lessee. The implied new lease during the continued occupancy could not possibly have a period of five
years, but rather would have been a month-to-month lease since the rentals (under the original contract) were payable on a
monthly basis. It follows that the respondent judge's decision requiring renewal of the lease has no basis in law or in fact since
courts have no authority to prescribe the terms and conditions of a contract for the parties. WHEREFORE, the Petition for
Certiorari, Prohibition and mandamus is granted.
Article 1207
Art. 1207. The concurrence of two or more creditors or of two or more debtors in one and the same
obligation does not imply that each one of the former has a right to demand, or that each one of the
latter is bound to render, entire compliance with the prestation. There is a solidary liability only when the
obligation expressly so states, or when the law or the nature of the obligation requires solidarity. (1137a)
Granting, however, that it lay within the Court's power to fix the period of performance, still the amended decision is defective
in that no basis is stated to support the conclusion that the period should be set at two years after finality of the judgment. The
list paragraph of Article 1197 is clear that the period can not be set arbitrarily. The law expressly prescribes that
the Court shall determine such period as may under the circumstances been probably contemplated by the
parties.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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2014A
Yes.
Vallejos for the damages awarded to Vallejos as the basis of their liabilities differ.
The pertinent provisions are Art. 1207 and Art. 1208. By the terms of the compromise agreement and the decision based upon
it, the defendants obligated themselves to pay their obligation individually and jointly.
An agreement to be individually liable undoubtedly creates a several obligation. A several obligation is one by which one
individual binds himself to perform the whole obligation.
Sio Choy is made liable to said plaintiff as owner of the ill-fated Willys jeep, pursuant to Article 2184 of the Civil Code
[OWNER]; The basis of liability of San Leon Rice Mill, Inc. is by being the employer of the driver of the Willys jeep at the time
of the motor vehicle mishap, under Article 2180 of the Civil Code [EMPLOYER]; - Sio Choy and San Leon Rice Mill, Inc. are
the principal tortfeasors who are primarily liable to respondent Vallejos, as the law states that the responsibility of two or more
persons who are liable for a quasi-delict is solidary.
In the Guingon case, the court clarified that in cases of tort where the vehicle is insured it is only the owner and the driver of
the jeepney at fault, not the insurance company, who are solidarily liable to the heirs of the victim.
DOCTRINE
An insurer is not a solidary debtor in a case of joint tortfeasors where a third party liability insurance contract exists as their
liability for payment is based on different obligations one is based on tort and the other on contract.
The law states that the responsibility of two or more persons who are liable for a quasi-delict is solidary, however jurisprudence
has interpreted this to mean that only be the owner and the driver of the vehicle who are guilty of tort [joint tortfeasors] who will
be solidarily liable, and this liability will not include the insurance company. While it is true that where the insurance contract
provides for indemnity against liability to third persons, such third persons can directly sue the insurer, however, the direct
liability of the insurer under indemnity contracts against third party liability does not mean that the insurer can be held solidarily
liable with the insured and/or the other parties found at fault. The liability of the insurer is based on contract; that of the insured
is based on tort.
If the insurer were solidarily liable with said two joint tortfeasors by reason of the indemnity contract against third party liability,
under which an insurer can be directly sued by a third party, this will result in a violation of the principles underlying solidary
obligation and insurance contracts.
In solidary obligation, the creditor may enforce the entire obligation against one of the solidary debtors. On the other hand,
insurance is defined as a contract whereby one undertakes for a consideration to indemnify another against loss, damage, or
liability arising from an unknown or contingent event.
FACTS
On 29 March 1967, Malayan Insurance Co., Inc., issued in favor of Sio Choy a personal (P600) and third party liability
(P20,000) insurance policy over Choys Willys jeep, effective from 18 April 1967 to 18 April 1968. The jeep had a Motor No.
ET-03023, Serial No. 351672, and Plate No. J-21536, Quezon City, 1967.
During the effectivity of said insurance policy, on 19 December 1967, at about 3:30 oclock in the afternoon, the insured jeep
collided with a passenger bus at the national highway in Barrio San Pedro, Rosales, Pangasinan. The jeep was driven by Juan
P. Campollo, employee of San Leon Rice Mill, Inc., and the bus was owned by Pangasinan Transportation Co., Inc.
(PANTRANCO, for short). Damage was caused to the insured vehicle and injuries to the driver Campollo, and jeepney
passenger Martin C. Vallejos. Campollo later died.
Vallejos filed an action for damages against Sio Choy, Malayan Insurance Co., Inc. and the PANTRANCO before the Court of
First Instance of Pangasinan. Vallejos prayed that defendants be ordered to pay him, jointly and severally, the amount of
P15,000.00, as reimbursement for medical and hospital expenses; P6,000.00, for lost income; P51,000.00 as actual, moral
and compensatory damages; and P5,000.00, for attorneys fees.
Answering, PANTRANCO laid the blame on the jeep of Sio Choy, which was then operated at an excessive speed and
bumped the PANTRANCO bus which had moved to, and stopped at, the shoulder of the highway in order to avoid the jeep;
and that it had observed the diligence of a good father of a family to prevent damage, especially in the selection and
supervision of its employees and in the maintenance of its motor vehicles. It prayed that it be absolved from any and all
liability.
Sio Choy Malayan also denied liability, claiming that the fault in the accident was solely imputable to the PANTRANCO. Sio
Choy, however, later filed a separate answer with a cross-claim against Malayan, alleging that he had actually paid Vallejos,
the amount of P5,000.00 for hospitalization and other expenses. Sio Choy also alleged that Malayan had issued in his favor a
private car comprehensive policy obligating itself to indemnify Sio Choy, as insured, for the damage to his motor vehicle, as
well as for any liability to third persons arising out of any accident during the effectivity of such insurance contract, which was
in effect when the vehicular accident complained of occurred.
Malayan also filed a third-party complaint against San Leon Rice Mill, Inc. on the basis of Art. 2180 of the Civil Code, and
prayed that the Mill be liable for reimbursing Malayan any sum ordered to be paid to Vallejos.
TC ruled for Vallejos, and adjudged Sio Choy, Malayan and third-party defendant San Leon Rice Mill, Inc., held jointly and
severally liable. The court limited Malayans liability to P20,000.00, following the terms of the insurance contract.
CA affirmed, adding only that San Leon Rice Mill, Inc. has no obligation to indemnify or reimburse the Malayan for whatever
amount it has been ordered to pay on its policy, since the Mill is not a privy to the contract of insurance.
ISSUE/S
(1) Whether Malayan, Sio Choy and San Leon Rice Mill, Inc. are solidarily liable to respondent Vallejos.
(2) Whether Malayan is entitled to be reimbursed by San Leon Rice Mill, Inc. for whatever amount petitioner has been
adjudged to pay respondent Vallejos on its insurance policy.
HELD
(1) NO. Only respondents Sio Choy and San Leon Rice Mill, Inc, to the exclusion of insurer Malayan, are solidarily liable to
While it is true that where the insurance contract provides for indemnity against liability to third persons, such third persons can
directly sue the insurer, however, the direct liability of the insurer under indemnity contracts against third party liability does not
mean that the insurer can be held solidarily liable with the insured and/or the other parties found at fault. The liability of the
insurer is based on contract; that of the insured is based on tort.
In the case at bar, Malayan as insurer of Sio Choy, is liable to respondent Vallejos, but is not solidarily liable with the two
principal tortfeasors. For if Malayan were solidarily liable with the tortfeasors by reason of the indemnity contract against third
party liability (under which an insurer can be directly sued by a third party) this will result in a violation of the principles
underlying solidary obligation and insurance contracts.
In solidary obligation, the creditor may enforce the entire obligation against one of the solidary debtors. On the other hand,
insurance is defined as a contract whereby one undertakes for a consideration to indemnify another against loss, damage, or
liability arising from an unknown or contingent event.
(2) YES, this follows the principle of subrogation in insurance contracts.
When the insurance company pays for the loss, such payment operates as an equitable assignment to the insurer of the
property and all remedies which the insured may have for the recovery thereof. That right is not dependent upon, nor does it
grow out of, any privity of contract,
(italics supplied) or upon written assignment of claim, and payment to the insured makes the insurer an assignee in equity.
Malayan, upon paying respondent Vallejos the amount of not exceeding P20,000.00, shall become the subrogee of the
insured, the respondent Sio Choy; as such, it is subrogated to whatever rights the latter has against respondent San Leon Rice
Mill, Inc. Article 1217 of the Civil Code gives to a solidary debtor who has paid the entire obligation the right to be reimbursed
by his co-debtors for the share which corresponds to each.
RCBC V. CA, 178 SCRA 739
DOCTRINE:
Where an obligation expressly states a solidary liability, the concurrence of two or more creditors or two or more debtors in one
and the same obligation implies that each one of the former has a right to demand, or that each one of the latter is bound to
render, entire compliance with the prestation (Article 1207, Civil Code). The creditor may proceed against any one of the
solidary debtors or some or all of them simultaneously (Article 1216, Civil Code).
As held in Zenith Insurance Corporation vs. Court of Appeals (No. L-57957, 29 December 1982,119 SCRA 485), the extent of
a surety's liability is determined only by the clause of the contract of suretyship. It cannot be extended by implication, beyond
the terms of the contract. Conversely, liability therefor may not be restricted unless expressly so stated.
FACTS:
On 4 May 1979, Alfredo Ching signed a 'Comprehensive Surety Agreement' with Rizal Commercial Banking Corporation
(RCBC), binding himself to jointly and severally guarantee the prompt payment of all Philippine Blooming Mills [PBM]
obligations owing RCBC in the aggregate sum of Forty Million (P40,000,000.00) Pesos.
Between 8 September to 30 October 1980, (PBM) filed several applications for letters of credit with RCBC. Through said
applications, PBM obligated itself, among other things, to pay on demand for all draft(s) drawn under or purporting to be drawn
under the credits. Everything being in order, RCBC opened the corresponding letters of credit and imported various goods for
PBM's account. In due time the imported goods arrived and were released, in trust, to PBM who acknowledged receipt thereof
through various trust receipts. All in all, PBM's obligations stood at P7,982,649.08.
Less than a year later, or on 7 August 1981, RCBC filed a Complaint for collection of said sum against respondents PBM and
Alfredo Ching with the then Court of First Instance of Pasig, docketed as CV-42333. Upon filing of a bond satisfactory to the
Court, a Writ of Preliminary Attachment was issued against the assets and properties of respondents PBM and Ching on the
same day. By way of special and affirmative defenses they alleged that "although the trust receipts stipulate due dates, the
true intent and agreement of the parties was that the maturity dates of the trust receipts were to be extended at the end of the
stipulated dates, as had been the customary practice of RCBC with PBM."
On 23 September 1981, PBM and Ching moved to discharge the attachment, which RCBC opposed. On 4 December 1981 the
Court issued an Order lifting the attachment upon their filing of a satisfactory counter-bond.
Meanwhile, on 1 April 1982, PBM filed a Petition for Suspension of Payments with the Securities and Exchange Commission,
docketed as SEC Case No. 2250, seeking at the same time its rehabilitation.
In an injunctive Order, dated 6 July 1982, all actions for claims against PBM pending before any Court or tribunal, in whatever
stage the same may have been, were ordered suspended by the SEC in order to give the Commission the opportunity to pass
upon the feasibility of any rehabilitation plans. And on 26 April 1982, SEC approved the revised rehabilitation plan and ordered
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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This case stemmed from a "Construction and Service Agreement" 1 concluded on August 30, 1983, whereby Nicencio Tan
Quiombing and Dante Biscocho, as the First Party, jointly and severally bound themselves to construct a house for private
respondents Francisco and Manuelita Saligo, as the Second Party, for the contract price of P137,940.00, which the latter
agreed to pay.
On October 10, 1984, Quiombing and Manuelita Saligo entered into a second written agreement 2 under which the latter
acknowledged the completion of the house and undertook to pay the balance of the contract price in the manner prescribed in
the said second agreement.
On November 19, 1984, Manuelita Saligo signed a promissory note for P125,363.50 representing the amount still due from her
and her husband, payable on or before December 31, 1984, to Nicencio Tan Quiombing. 3 On October 9, 1986, Quiombing
filed a complaint for recovery of the said amount, plus charges and interests, which the private respondents had acknowledged
and promised to pay but had not, despite repeated demands as the balance of the contract price for the construction of their
house.
Instead of filing an answer, the defendants moved to dismiss the complaint on February 4, 1987, contending that Biscocho
was an indispensable party and therefore should have been included as a co-plaintiff. The motion was initially denied but was
subsequently reconsidered and granted by the trial court. The complaint was dismissed, but without prejudice to the filing of an
amended complaint to include the other solidary creditor as a co-plaintiff.
Rather than file the amended complaint, Quiombing chose to appeal the order of dismissal to the respondent court, where he
argued that as a solidary creditor he could act by himself alone in the enforcement of his claim against the private
respondents. Moreover, the amounts due were payable only to him under the second agreement, where Biscocho was not
mentioned at all. The respondent court sustained the trial court and held that it was not correct at that point to assume that
Quiombing and Biscocho were solidary obliges only. It noted that as they had also assumed the reciprocal obligation of
constructing the house, they should also be considered obligors of the private respondents under the contract. If, as was
possible, the answer should allege a breach of the agreement, "the trial court cannot decide the dispute without the
involvement of Biscocho whose rights will necessarily be affected since he is a part of the First Party." Refuting the petitioner's
second contention, the respondent court declared that the "second agreement referred to the Construction and Service
Agreement as its basis and specifically stated that it (was) merely a `part of the original agreement.'"
ISSUE/S
(1) May one of the two solidary creditors sue by himself alone for the recovery of amounts due to both of them without joining
the other creditor as a co-plaintiff? YES
(2) In such a case, is the defendant entitled to the dismissal of the complaint on the ground of non-joinder of the second
creditor as an indispensable party? NO.
(3) More to the point, is the second solidary creditor an indispensable party? NO.
HELD
(1) Either solidary creditor may sue by himself. Although he signed the original Construction and Service Agreement, Biscocho
need not be included as a co-plaintiff in the complaint filed by the petitioner against the private respondents. Quiombing as
solidary creditor can by himself alone enforce payment of the construction costs by the private respondents and as a solidary
debtor may by himself alone be held liable for any possible breach of contract that may be proved by the private respondents.
In either case, the participation of Biscocho is not at all necessary, much less indispensable.
According to Justice Jose Y. Feria, "where the obligation of the parties is solidary, either one of the parties is
indispensable, and the other is not even necessary (now proper) because complete relief may be obtained from
either."
The question of who should sue the private respondents was a personal issue between Quiombing and Biscocho in
which the spouses Saligo had no right to interfere. It did not matter who as between them filed the complaint because the
private respondents were liable to either of the two as a solidary creditor for the full amount of the debt. Full satisfaction of a
judgment obtained against them by Quiombing would discharge their obligation to Biscocho, and vice versa; hence,
it was not necessary for both Quiombing and Biscocho to file the complaint. Inclusion of Biscocho as a co-plaintiff,
when Quiombing was competent to sue by himself alone, would be a useless formality. Article 1212 of the Civil Code
provides: Each one of the solidary creditors may do whatever may be useful to the others, but not anything which may be
prejudice to the latter. Suing for the recovery of the contract price is certainly a useful act that Quiombing could do by himself
alone.
DOCTRINE
Where the obligation of the parties is solidary, either one of the parties is indispensable, and the other is not even necessary
because complete relief may be obtained from either.
Parenthetically, it must be observed that the complaint having been filed by the petitioner, whatever amount is
awarded against the debtor must be paid exclusively to him, pursuant to Article 1214. This provision states that "the
debtor may pay any of the solidary creditors; but if any demand, judicial or extrajudicial, has been made by any one of them,
payment should be made to him." If Quiombing eventually collects the amount due from the solidary debtors, Biscocho may
later claim his share thereof, but that decision is for him alone to make. It will affect only the petitioner as the other solidary
creditor and not the private respondents, who have absolutely nothing to do with this matter. As far as they are concerned,
payment of the judgment debt to the complainant will be considered payment to the other solidary creditor even if the latter
was not a party to the suit. Regarding the possibility that the private respondents might plead breach of contract in their
answer, we agree with the petitioner that it is premature to consider this conjecture for such it is at this stage. The possibility
may seem remote, indeed, since they have actually acknowledged the completion of the house in the second agreement,
where they also agreed to pay the balance of the contract price. At any rate, the allegation, if made and proved, could still be
enforceable against the petitioner alone as one of the solidary debtors, subject to his right of recourse against Biscocho.
FACTS
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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(2&3) As either party is indispensible, there is no non-joinder nor is the secondary solidary creditor be considered an
indispensible party.
The complaint could have been filed alone by the petitioner. The rest of the pieces should easily fall into place. Section 7, Rule
3 of the Rules of Court mandates the inclusion of indispensable parties as follows: Sec. 7. Compulsory joinder of indispensable
parties. Parties in interest without whom no final determination can be had of an action shall be joined either as plaintiffs or
defendants. Indispensable parties are those with such an interest in the controversy that a final decree would necessarily
affect their rights, so that the court cannot proceed without their presence. Necessary parties are those whose presence is
necessary to adjudicate the whole controversy, but whose interests are so far separable that a final decree can be made in
their absence without affecting them. 9 (Necessary parties are now called proper partiesunder the 1964 amendments of the
Rules of Court.).
REPUBLIC PLANTERS BANK V. CA, 216 SCRA 738
FACTS:
In 1979, World Garment Manufacturing, through its board authorized Shozo Yamaguchi (President) and Fermin Canlas
(Treasurer) to obtain credit facilities from Republic Planters Bank (RPB). For this, 9 promissory notes were executed. They
were authorized to apply for credit facilities with the petitioner bank. The two officers signed the promissory notes issued to
secure the payment of the obligations.
The note became due and no payment was made. RPB eventually instituted an acitio for collection of money against
Yamaguchi and Canlas. Canlas, in his defense, averred that he should not be held personally liable for such authorized
corporate acts that he performed inasmuch as he signed the promissory notes in his capacity as officer of the defunct
Worldwide Garment Manufacturing.
ISSUE:
Whether Yamaguchi and Canlas are solidarily liable.
HELD:
Yes. Canlas is solidarily liable on each of the promissory notes to which his signature appears. The solidary liability of
private respondent Fermin Canlas is made clearer and certain, without reason for ambiguity, by the presence of the phrase
joint and several as describing the unconditional promise to pay to the order of Republic Planters Bank.
Where an instrument containing the words I promise to pay is signed by two or more persons, they are deemed to be jointly
and severally liable thereon. Canlas is solidarily liable on each of the promissory notes bearing his signature for the following
reasons: The promissory notes are negotiable instruments and must be governed by the Negotiable Instruments Law.
Under the Negotiable Instruments Law, persons who write their names on the face of promissory notes are makers and are
liable as such. By signing the note, the maker promises to pay to the order of the payee or any holder the tenor of the
obligation. Based on the above provisions of the law, there is no denying that Canlas is one of the co-makers of the
promissory note.
2014A
court dismissed the case against defendant Pantanosas as prayed for by the private respondent herein. Meanwhile, only the
summons addressed to petitioner was served as the sheriff learned that defendant Naybe had gone to Saudi Arabia.
Inciong alleged in his defense that he had only signed the promissory notes as a favor to a friend, Rudy Campos, who
approached him in January 1983 for his help for the grant of the approval of a loan for his falcata logs operation business.
Campos said he and his partner Pio Tio (branch manager PBC, Cagayan de Oro City) needed his help as co-maker of the
loan that will be used for expanding the business with Rene C. Naybe. Naybe was interested in the business, would contribute
a chainsaw to the venture, and had been promised by Pio Tio that although Naybe had no money, the loan to be co-signed by
Campos would be approved. Campos then persuaded petitioner to act as a co-maker in the said loan. Inciong acceded, but
with the understanding that he would only be a co-maker for the loan to the extent of P5,000.00. Inciong said 5 copies of a
blank promissory note were brought to him by Campos at his office, and he affixed his signature to all of them, writing in one
copy that he bound himself only for the amount of P5,000.00.
The TC ruled for PBC, adjudged Inciong solidarily liable for the amount of FIFTY THOUSAND PESOS (P50,000.00), with
interest thereon from May 5, 1983 at 16% per annum until fully paid; and 6% per annum on the total amount due, as liquidated
damages or penalty from May 5, 1983 until fully paid; plus 10% of the total amount due for expenses of litigation and
attorneys fees; and to pay the costs.
The TC also noted that the typewritten figure 50,000 clearly appears directly below the admitted signature of the petitioner in
the promissory note. Hence, the latters uncorroborated testimony on his limited liability cannot prevail over the presumed
regularity and fairness of the transaction, under Sec. 5 (q) of Rule 131. The lower court added that it was rather odd for
petitioner to have indicated in a copy and not in the original, of the promissory note, his supposed obligation in the amount of
P5,000.00 only. Finally, the lower court held that, even granting that said limited amount had actually been agreed upon, the
same would have been merely collateral between him and Naybe and, therefore, not binding upon the private respondent as
creditor-bank. Cross-claim and counter-claim dismissed.
On appeal to the CA, the court affirmed. The MR was denied.
In the present appeal Inciong presented new evidence, the affidavit of co-maker MTCC judge Pantanosas, executed on 3 May
1988, after the rendition of judgment by the TC.
The affidavit is clearly intended to buttress petitioners contention in the instant petition that the Court of Appeals shoul d have
declared the promissory note null and void on the following grounds: (a) the promissory note was signed in the office of Judge
Pantanosas, outside the premises of the bank; (b) the loan was incurred for the purpose of buying a secondhand chainsaw
which cost only P5,000.00; (c) even a new chainsaw would cost only P27,500.00; (d) the loan was not approved by the board
or credit committee which was the practice, as it exceeded P5,000.00; (e) the loan had no collateral; (f) petitioner and Judge
Pantanosas were not present at the time the loan was released in contravention of the bank practice, and (g) notices of default
are sent simultaneously and separately but no notice was validly sent to him. Finally, petitioner contends that in signing the
promissory note, his consent was vitiated by fraud as, contrary to their agreement that the loan was only for the amount of
P5,000.00, the promissory note stated the amount of P50,000.00.
Petitioner also argued on appeal that the dismissal of the complaint against Naybe, the principal debtor, and against
Pantanosas, his co-maker, constituted a release of his obligation, especially because the dismissal of the case against
Pantanosas was upon the motion of private respondent itself. He cites as basis for his argument, Article 2080 of the Civil Code
which provides that: The guarantors, even though they be solidary, are released from their obligation whenever by some act of
the creditor, they cannot be subrogated to the rights, mortgages, and preferences of the latter.
ISSUE/S
Whether Inciong is solidarily liable under the promissory note.
HELD
YES.
1. The SC is not a trier of facts
First, it is too late for petitioner to present the affidavit this late in the course of the trial, the SC is not a trier of facts. Having lost
the chance to fully ventilate his factual claims below, petitioner may no longer be accorded the same opportunity in the
absence of grave abuse of discretion on the part of the court below. Had he presented Judge Pantanosas affidavit before the
lower court, it would have strengthened his claim that the promissory note did not reflect the correct amount of the loan.
2. The parol evidence rule does not require that the written document be a public document.
What is required is that the agreement be in writing as the rule is in fact founded on long experience that written evidence is
so much more certain and accurate than that which rests in fleeting memory only, that it would be unsafe, when parties have
expressed the terms of their contract in writing, to admit weaker evidence to control and vary the stronger and to show that the
parties intended a different contract from that expressed in the writing signed by them. Thus, for the parol evidence rule to
apply, a written contract need not be in any particular form, or be signed by both parties. As a general rule, bills, notes and
other instruments of a similar nature are not subject to be varied or contradicted by parol or extrinsic evidence.
By alleging fraud in his answer, petitioner was actually in the right direction towards proving that he and his co- makers agreed
to a loan of P5,000.00 only considering that, where a parol contemporaneous agreement was the inducing and moving cause
of the written contract, it may be shown by parol evidence. However, fraud must be established by clear and convincing
evidence, mere preponderance of evidence, not even being adequate. Petitioners attempt to prove fraud must, therefore, fail
as it was evidenced only by his own uncorroborated and, expectedly, self-serving testimony.
3. Dismissal of the action against the co-makers of the promissory note did not release Inciongs liability, as he is a
solidary debtor and not a mere guarantor.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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filing a claim in the estate of the deceased debtors. It is not mandatory for him to have the case dismissed against the
surviving debtors and file its claim in the estate of the deceased solidary debtor.
Article 1222
Art. 1222. A solidary debtor may, in actions filed by the creditor, avail himself of all defenses which
are derived from the nature of the obligation and of those which are personal to him, or pertain to his
own share. With respect to those which personally belong to the others, he may avail himself thereof
only as regards that part of the debt for which the latter are responsible. (1148a)
UNIVERSAL MOTORS V. CA, 205 SCRA 448
FACTS:
On December 15, 1962 private respondents Rafael Verendia, Teodoro Galicia and Marcelina Galicia purchased from petitioner
Universal Motors Corporation two (2) Mercedes Benz trucks at a cash price of P33,608.27 each payable within ninety (90)
days. Private respondents failed to pay the cash price within the 90-day period however they re-scheduled their account giving
them 30 months to comply with payment.On June 3, 1963 private respondents executed a promissory note in favor of the
petitioner covering the re-scheduled account thereby promising to pay the same in monthly installments at the rates stipulated
on the promissory note with interest thereon at 12% per annum until said promissory note is fully paid.
But despite repeated demands, the private respondents failed to comply with their foregoing undertaking, so that on January 4,
1966 the petitioner commenced a complaint for the recovery of the unpaid balance among others with the Court of First
Instance of Manila.
The lower court ordered respondents to pay, jointly and severally to the Plaintiff, Universal Motors Corporation, the sum of
P47,732.35, with interest at the rate of 12% per annum on one-half of the principal balance of P69,672.66 from February 10,
1967, until fully paid, plus the further sum equivalent to 25% of the amount due as attorney's fees and the costs of the suit.
Only respondent Verendia appealed and the decision was reversed and set aside and ordered restitution to the defendants by
the plaintiff of whatever amounts received in excess of the amount due under the promissory note, with interest at the legal
rate from the date with overpayment. Petitioner filed a motion for reconsideration.
Article 1216
Art. 1216. The creditor may proceed against any one of the solidary debtors or some or all of them
simultaneously. The demand made against one of them shall not be an obstacle to those which may
subsequently be directed against the others, so long as the debt has not been fully collected. (1144a)
ISSUES:
WON the result of the appeal of respondent Verendia will inure to the benefit of the other respondents who have not appealed
the decision.
HELD:
YES, the decision will inure to the benefit of the other respondents
Facts:
Appeal by PNB from the CFI of Manila dismissing PNB's complaint against several solidary debtors for the collection of a sum
of money on the ground that one of the defendants (Ceferino Valencia) died during the pendency of the case and therefore the
complaint, being a money claim based on contract, should be prosecuted in the testate or intestate proceeding for the
settlement of the estate of the deceased defendant pursuant to Section 6 of Rule 86 of the Rules of Court.
RATIO:
Petitioner's claim that the result of the appeal interposed by private respondent Verendia, one of the solidary debtors will not
inure to the benefit of the other private respondents who did not appeal is devoid of merit.
The appellant assails the order of dismissal, invoking its right of recourse against one, some or all of its solidary debtors under
Article 1216 of the Civil Code ART. 1216. The creditor may proceed against any one of the solidary debtors or some or all
of them simultaneously. The demand made against one of them shall not be an obstacle to those which may subsequently be
directed
against
the
others,
so
long
as
the
debt
has
not
been
fully
collected.
In the recent case of Citytrust Banking Corporation v. The Court of Appeals and William Samara, G.R. No. 92591, April 30,
1991, 196 SCRA 553, 563, We already ruled that "the Court will not allow the absurd situation where a co-defendant who is
adjudged to be primarily liable for sums of money and for tort would be charged for an amount lesser than what its codefendant is bound to pay to the common creditor and allowed to collect from the first co-defendant. Such a situation runs
counter to the principle of solidarity in obligations as between co-defendants established by a judgment for recovery of sum of
money and damages . . ."
Issue:
Whether in an action for collection of a sum of money based on contract against all the solidary debtors, the death of one
defendant deprives the court of jurisdiction to proceed with the case against the surviving defendants.
Held:
NO. Section 6, Rule 86 of the Revised Rules of Court cannot be made to prevail over Article 1216 of the New Civil Code, the
former being merely procedural, while the latter, substantive.
It is now settled that the quoted Article 1216 grants the creditor the substantive right to seek satisfaction of his credit from one,
some or all of his solidary debtors, as he deems fit or convenient for the protection of his interests; and if, after instituting a
collection suit based on contract against some or all of them and, during its pendency, one of the defendants dies, the court
retains jurisdiction to continue the proceedings and decide the case in respect of the surviving defendants.
Similarly, in PNB vs. Asuncion, A cursory perusal of Section 6, Rule 86 of the Revised Rules of Court reveals that nothing
therein prevents a creditor from proceeding against the surviving solidary debtors. Said provision merely sets up the procedure
in enforcing collection in case a creditor chooses to pursue his claim against the estate of the deceased solidary, debtor.
It is crystal clear that Article 1216 of the New Civil Code is the applicable provision in this matter. Said provision gives the
creditor the right to 'proceed against anyone of the solidary debtors or some or all of them simultaneously.' The choice is
undoubtedly left to the solidary, creditor to determine against whom he will enforce collection. In case of the death of one of the
solidary debtors, he (the creditor) may, if he so chooses, proceed against the surviving solidary debtors without necessity of
10
Ninety one (91) days after date, for value received, I/we, JOINTLY and SEVERALLY promise to pay to the
PHILIPPINE BANK OF COMMUNICATIONS at its office in the City of Cagayan de Oro, Philippines the sum of
FIFTY THOUSAND ONLY (P50,000.00) Pesos, Philippine Currency, together with interest x x x at the rate of
SIXTEEN (16) per cent per annum until fully paid.
The Court therein noted the modification made by the respondent court which ordered not only the appellant therein but both
"defendants jointly and severally" to pay the new amount. It explained that though, as a matter of procedure, the modification
shall be applied only to the appellant, substantial justice and equity also demand that the decision should be interpreted to
refer to the non-appealing defendant as well. There exists a strong and compelling reason to warrant an exception to the rule
that a judgment creditor is entitled to execution of a final and executory judgment against a party especially if that party failed
to appeal. (Olacao v. National Labor Relations Commission, 177 SCRA 38 [1989]; Quigui v. Boncaros, 151 SCRA 416 [1987];
Orata v. Intermediate Appellate Court, 185 SCRA 148 [1990])
It is obvious that the respondent court committed no error in ruling that its decision inures to the benefit of all the private
respondents regardless of the fact that only one appealed. It is erroneous to rule that the decision of the trial court could be
reversed as to the appealing private respondent and continue in force against the other private respondents. The latter could
not remain bound after the former had been released; although the other private respondents had not joined in the appeal, the
decision rendered by the respondent court inured to their benefit. When the obligation of the other solidary debtors is so
dependent on that of their co-solidary debtor, the release of the one who appealed, provided it be not on grounds
personal to such appealing private respondent, operates as well as to the others who did not appeal. It is for this
reason, that a decision or judgment in favor of the private respondent who appealed can be invoked as res judicata by the
other private respondents.
All premises considered, the Court is convinced that the respondent court committed no error in reversing the decision of the
trial court and in dismissing the complaint in favor of the private respondents.
Article 1226
Art. 1226. In obligations with a penal clause, the penalty shall substitute the indemnity for damages
and the payment of interests in case of noncompliance, if there is no stipulation to the contrary.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
42
2014A
Facts:
This is an appeal from the decision of the CFI of Rizal rendering judgment against Robes-Francisco Corporation to register the
deed of absolute sale in favor of Millan with the Register of Deeds of Caloocan City and secure the corresponding title within
ten days and if not possible said Corporation shall pay Millan the total amount she paid P5,193.63 with interest at 4% per
annum from June 22, 1972 until fully paid. In either case Robes Corporation is sentenced to pay Millan nominal damages of
P20,000.00 plus P5,000.00 attorneys fees.
Petitioner Corporation questions the award of P20,000.00 nominal damages and P5,000.00 attorneys fees alleging such to be
excessive and unjustified.
In May 1962, Robes Corporation entered into a contract of sale with Millan for a parcel of land in the amount of 3,864.00
payable in installments. Millan complied with her obligation and made her final payment on December 22, 1971 for a total
payment of P5,193.63 including interests and expenses for registration of title. On March 2, 1973 the deed of absolute sale
was executed but the transfer certificate of title could not be executed because the parcel of land conveyed to Millan was
included among other properties of the corporation mortgaged to GSIS to secure an obligation of P10 million, hence, the
owners duplicate certificate of title of the subdivision was in the possession of the GSIS.
Issue:
Is the 4% interest provision of the contract a penal clause?
Held:
No. Said clause does not convey any penalty, for even without it, pursuant to Article 2209 of the Civil Code, the vendee would
be entitled to recover the amount paid by her with legal rate of interest which is even more than the 4% provided for in the
clause.
The defendant failed to pay the balance. In July 1925, defendant again purchased another truck from Bachrach. The said
truck, together with the 3 other vehicles were mortgaged to the plaintiff to secure the remaining balance. The defendant failed
to pay the balance for the latest truck obtained. It was agreed in both sales that 12% interest will be paid on the unpaid price,
and in case of the non-payment of the total debt at maturity, 25% shall be the penalty. The defendant also signed a promissory
note solidarily with his brother Rosario (acting as intervenor), the sums secured by the mortgages. Rosario is alleged to be the
owner of the two white trucks no. 77197 & 92744 mortgaged.
A penal clause is an accessory undertaking to assume greater liability in case of breach. From this alone, the 4% provision
does not come to be penal in character, hence, Robes Corporations contention that the penalty shall substitute the indemnity
for damages and the payment of interest in case of non-compliance does not hold water.
While these two cases were pending in the lower court the mortgaged trucks were sold by virtue of the mortgage, all of them
together bringing in, after deducting the sheriff's fees and transportation charges to Manila, the net sum of P3,269.58. The
lower court ordered the defendants and the intervenor to pay plaintiff in case 28497 the sum of P7,732.09 with interest at the
rate of 12 per cent per annum from May 1, 1926 until fully paid, and 25 per cent thereof in addition as penalty. In case 28498,
the trial court ordered the defendant and the intervenor to pay plaintiff the sum of P4,208.28 with interest at 12 per cent per
annum from December 1, 1925 until fully paid, and 25 per cent thereon as penalty.
In the situation before Us, We are of the view that the amount of P20,000.00 is excessive. Bad faith can not be presumed.
Petitioner Corporation expected that arrangements were possible for the GSIS to make partial releases of the subdivision lots
from the overall real estate mortgage. It was only unfortunate for it not to succeed in that regard. Hence, the sum of ten
thousand pesos by way of nominal damages is fair and just.
Unfortunately, Millan failed to show the actual damages she suffered as a result of the nonperformance. Nonetheless, the
facts show that the right of the vendee was violated and this entitles her at the very least to nominal damages.
DOCTRINE
The theory that penal and liquidated damages are the same cannot be sustained where the obligor is guilty of fraud in the
fulfillment of his obligation. The second sentence of Article 1226 itself provides that nevertheless, damages shall be paid if the
obligor x x x is guilty of fraud in the fulfillment of the obligation. Responsibility arising from fraud is demandable in all
obligations (Art. 1171, Civil Code). In case of fraud, bad faith, malice or wanton attitude, the obligor shall be responsible for all
damages which may be reasonably attributed to the nonperformance of the obligation (Ibid, Art. 2201).
FACTS
In 1960, Pamintuan was authorized to export to Japan one thousand metric tons of white flint corn valued at forty-seven
thousand US dollars in exchange for a collateral importation of plastic sheetings of an equivalent by virtue of a barter license.
Pamintuan entered into an agreement to ship his corn to Tokyo Menka Kaisha, Ltd. of Osaka, Japan in exchange for plastic
sheetings.
Pamintuan contracted to sell the plastic sheetings to Yu Ping Kun Co., Inc. for P265,050.00. The company undertook to open
an irrevocable domestic letter of credit for that amount in favor of Pamintuan. Pamintuan would deliver the plastic sheetings to
the company at its bodegas in Manila or suburbs directly from the piers within one month upon arrival of the carrying vessels.
Any violation of the contract of sale would entitle the aggreived party to collect from the offending party liquidated damages in
the sum of ten thousand pesos.
On July 28, 1960, the company received a copy of the letter from the Manila branch of Toyo Menka Kaisha, Ltd. confirming the
acceptance by Japanese suppliers of firm offers for the consignment to Pamintuan of plastic sheetings valued at $47,000.00.
The company secured an irrevocable letter of credit in favor of Pamintuan for P265,050.00. The bank gave notice to
Pamintuan about the existence of the letter of credit.
The cargo was shipped from Japan to the Philippines on September 27 and 30 and October 4, 1960, through Toyo Menka
Kaisha, Ltd., four shipments.
The plastic sheetings arrived in Manila and were received by Pamintuan. Out of the shipments, Pamintuan delivered to the
companys warehouse only certain quantities of plastic sheetings, and withheld delivery of the rest.
Shipments from Japan
1) Firm Offer No. 327 for 50,000 yards
valued at $9,000;
(2) Firm Offer No. 328 for 70,000 yards
valued at $8,050;
Shipments delivered
November 11, 1960140 cases, size 48
inches by 50 yards.
November 14, 1960258 cases out of
352 cases.
Shipments withheld
Pamintuan withheld delivery of
(1) 50 cases of plastic sheetings
containing 26,000 yards valued at
$5,200;
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
43
at
While the plastic sheetings were arriving in Manila, Pamintuan informed the president of Yu Ping Kun Co., Inc., Benito Y.C.
Espiritu, that he was in dire need of cash with which to pay his obligations to the Philippine National Bank, and alleged that the
computation of the delivery would be too long a process to wait. They entered into an agreement to fix the price of the P0.782
a yard, regardless of the kind, quality or actual invoice value thereof. The parties arrived at that figure by dividing the total price
of P265,550 by 339,440 yards, the aggregate quantity of the shipments.
After Pamintuan had delivered 224,150 yards of sheetings of inferior quality (P163,047.87), he refused to deliver the remainder
of the shipments with a total value of P102,502.13. Pamintuan justified his refusal on the companys alleged failure to comply
with the change or novation in price.
The company filed a case for recovery of compensatory damages for breach of a contract of sale in addition to liquidated
damages in the RTC on December 2, 1960. The court ruled for the company, including a grant of (a) P10,000 as stipulated
liquidated damages, (b) P10,000 as moral damages, (c) P1,102.85 as premium paid by the company on the bond of
P102,502.13 for the issuance of the writ of preliminary attachment and (d) P10,000 as attorneys fees, or total damages of
P110,559.28). In the computation for unrealized profits, the court based it on the selling price at the time of delivery amounting
in total to P67,174.17.
The overpayment of P12,282.26 made to Pamintuan by Yu Ping Kun Co., Inc. for the 224,150 yards, which the trial court
regarded as an item of damages suffered by the company, was computed as follows (p. 71, Record on Appeal):
.
Liquidation value of 224.150 yards at P0.7822 a yard ..........................................................................................
P175,330.13
.
Actual peso value of 224,150 yards as per firm offers or as per contract ...........................................................
163,047.87
.
Overpayment................................................................. P 12,282.26
The Court of Appeals affirmed that judgment with the modification, disallowing moral damages. The Court found that the
contract of sale between Pamintuan and the company was partly consummated. The company fulfilled its obligation to obtain
the Japanese suppliers confirmation of their acceptance of firm offers totalling $47,000. Pamintuan reaped certain benefits
from the contract. Hence, he is estopped to repudiate it; otherwise, he would unjustly enrich himself at the expense of the
company.
The Court also found that the writ of attachment was properly issued. It also found that Pamintuan was guilty of fraud because
(1) he was able to make the company agree to change the manner of paying the price by falsely alleging that there was a
delay in obtaining confirmation of the suppliers acceptance of the offer to buy; (2) he caused the plastic sheetings to be
deposited in the bonded warehouse of his brother and then required his brother to make him (Pamintuan), his attorney-in-fact
so that he could control the disposal of the goods; (3) Pamintuan, as attorney-in-fact of the warehouseman, endorsed to the
customs broker the warehouse receipts covering the plastic sheetings withheld by him and (4) he overpriced the plastic
sheetings which he delivered to the company.
On present appeal to the SC, Pamintuan alleged that the buyer, Yu Ping Kun Co., Inc., is entitled to recover only liquidated
damages. That contention is based on the stipulation that any violation of the provisions of this contract (of sale) shall entitle
the aggrieved party to collect from the offending party liquidated damages in the sum of P10,000. Pamintuan relies on the rule
that a penalty and liquidated damages are the same; that in obligations with a penal clause, the penalty shall substitute the
indemnity for damages and the payment of interests in case of noncompliance, if there is no stipulation to the contrary (1st
sentence of Art. 1226, Civil Code) and, it is argued, there is no such stipulation to the contrary in this case and that liquidated
damages are those agreed upon by the parties to a contract, to be paid in case of breach thereof (Art. 2226, Civil Code).
ISSUE/S
Whether the buyer, Yu Ping Kun Co., Inc., is entitled to recover only liquidated damages.
HELD
NO. SC ruled that as Pamintuan was guilty of fraud in the performance of his obligation, he responsible for all damages which
may be reasonably attributed to the nonperformance of the obligation.
2014A
The second sentence of article 1226 itself provides that nevertheless, damages shall be paid if the obligor x x x is guilty of
fraud in the fulfillment of the obligation. Responsibility arising from fraud is demandable in all obligations (Art. 1171, Civil
Code), and in case of fraud, bad faith, malice or wanton attitude, the obligor shall be responsible for all damages which may be
reasonably attributed to the nonperformance of the obligation (Ibid, art. 2201).
There is no justification for the Civil Code to make an apparent distinction between penalty and liquidated damages because
the settled rule is that there is no difference between penalty and liquidated damages insofar as legal results are concerned
and that either may be recovered without the necessity of proving actual damages and both may be reduced when proper
(Arts. 1229, 2216 and 2227, Civil Code. See observations of Justice J.B.L. Reyes, cited in 4 Tolentinos Civil Code, p. 251).
However, justice would be adequately done in this case by allowing Yu Ping Kun Co., Inc. to recover only the actual damages
proven and not to award to it the stipulated liquidated damages of ten thousand pesos for any breach of the contract. The
proven damages supersede the stipulated liquidated damages. This view finds support in the opinion of Manresa (whose
comments were the bases of the new matter found in article 1226, not found in article 1152 of the old Civil Code) that in case
of fraud the difference between the proven damages and the stipulated penalty may be recovered. Hence, the damages
recoverable by the firm would amount to (P90,559.28), with 6%/yr from the filing of the complaint.
Antonio, J., concurring:
A creditor, in case of fraud by the obligor is entitled only to the stipulated penalty plus the difference between the proven
damages and such stipulated penalty. It is evident from the foregoing that in case of fraud in the fulfillment of an obligation with
a penal clause, proof of such fraud is incumbent upon the creditor, and in case of demands indemnity in addition to the penalty
stipulated, proof of the existence and amount of the damages shall also correspond to him. However, the creditor may demand
only the difference of such amount over the amount of the penalty stipulated as the creditor cannot recover both the proven
damages and the stipulated penalty. In the case at bar, he is only entitled to the stipulated penalty plus the difference between
the proven damages and the stipulated penalty.
BALANE NOTE
Under the exception of 1226, the aggrieved party can demand the entire amount of the liquidated damages, with part of it
absorbed by the penalty.
As a general rule, the penalty takes the place of the indemnity for damages and the payment of interest. This is subject to
three exceptions [Art. 1152 SCC; Art. 1226 NCC]: (1) when there is an express stipulation to that effect; (2) when the obligor
having failed to comply with the principal obligation also refuses to pay the penalty, in which case the creditor is entitled to
interest in the amount of the penalty, in accordance with Article 2209; and (3) when the obligor is guilty of fraud in the
fulfillment of the obligation.
Pursuant to the agreement, Sys arrears in rental was reduced to P71,028.91 as of December 31, 1979. However, the accrued
amusement tax liability of the three (3) theaters to the City Government of Cabanatuan City had accumulated to P84,000.00
despite the fact that Sy had been deducting the amount of P4,000.00 from his monthly rental with the obligation to remit the
said deductions to the city government. Hence, letters of demand dated January 7, 1980 and February 3, 1980 were sent to Sy
demanding payment of the arrears in rentals and amusement tax delinquency. The latter demand was with warning that OVEC
will re-enter and repossess the theaters on February 11,1980 in pursuance of the pertinent provisions of their lease contract of
June 11, 1977 and their supplemental letter-agreement of August 13, 1979.
The reason for the third exception is based on the principle that an action to enforce is based on the principle that an action to
enforce liability for future fraud cannot be renounced, as that would be against public policy and would contravene the express
provisions of Article 1171 of the Civil Code which states that any waiver of an action for future fraud is void.
Sy still failed to pay the liabilities, and OVEC padlocked the gates of the three theaters under lease and took possession
thereof in the morning of February 11, 1980 by posting its men around the premises of the said movie houses and preventing
the lessees employees from entering the same.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
44
(2)
(3)
(4)
the amount of depositP600,000.00 as agreed upon, P300,000.00 of which was to be paid o1n June 13,
1977 and the balance on December 13, 1977was too big; and that OVEC had assured him that said
forfeiture will not come to pass.
he sought reimbursement: of sums spent for major repairs (P1 00,000,00) on Broadway Theater;
electrical current used by OVEC through its illegal connection to Capitol Theater (P48,000.00) Broadway
Theater (P31,000.00) and for damages
Damages suffered by Sy due to the padlocking of the theaters for lost income and inability to push
through with contracts entered into with movie and booking companies for the showing of movies at ABC.
he prayed for the issuance of a restraining order/preliminary injunction to enjoin OVEC and all persons
employed by it from entering and taking possession of the three theaters, conditioned upon Sys filing of a
P500,000.00 bond supplied by Country Bankers Insurance Corporation (CBISCO).
2014A
other obligation still owing, in the event of the termination or cancellation of the agreement by reason of the lessees violation
of any of the terms and conditions of the agreement is a penal clause that may be validly entered into. A penal clause is an
accessory obligation which the parties attach to a principal obligation for the purpose of insuring the performance thereof by
imposing on the debtor a special prestation (generally consisting in the payment of a sum of money) in case the obligation is
not fulfilled or is irregularly or inadequately fulfilled. (Eduardo P. Caguioa, Comments and Cases on Civil Law, Vol. IV, First
Edition, pp. 199200) As a general rule, in obligations with a penal clause, the penalty shall substitute the indemnity for
damages and the payment of interests in case of non-compliance. This is specifically provided for in Article 1226, par. 1, New
Civil Code. In such case, proof of actual damages suffered by the creditor is not necessary in order that the penalty may be
demanded (Article 1228, New Civil Code). However, there are exceptions to the rule that the penalty shall substitute the
indemnity for damages and the payment of interests in case of non-compliance with the principal obligation. They are first,
when there is a stipulation to the contrary; second, when the obligor is sued for refusal to pay the agreed penalty; and third,
when the obligor is guilty of fraud (Article 1226, par. 1, New Civil Code). It is evident that in all said cases, the purpose of the
penalty is to punish the obligor. Therefore, the obligee can recover from the obligor not only the penalty but also the damages
resulting from the non-fulfillment or defective performance of the principal obligation.
In the case at bar, inasmuch as the forfeiture clause provides that the deposit shall be deemed forfeited, without prejudice to
any other obligation still owing by the lessee to the lessor. the penalty cannot substitute for the P100,000.00 supposed
damage resulting from the issuance of the injunction against the P290,000.00 remaining cash deposit. This supposed damage
suffered by OVEC was the alleged P10,000.00 a month increase in rental from P50,000.00 to P60,000.00), which OVEC failed
to realize for ten months from February to November, 1980 in the total sum of P1 00,000.00. This opportunity cost which was
duly proven before the trial court, was correctly made chargeable by the said court against the injunction bond posted by
CBISCO.
(2) NO.
The undertaking assumed by CBISCO under subject injunction refers to all such damages as such party may sustain by
reason of the injunction if the Court should finally decide that the Plaintiff was/were not entitled thereto, (Rollo, p. 101) Thus,
the respondent Court correctly sustained the trial court in holding that the bond shall and may answer only for damages which
OVEC may suffer as a result of the injunction. The arrears in rental, the unmeritted amounts of the amusement tax
delinquency, the amount of P1 00,000.00 (P10,000.00 portions of each monthly rental which were not deducted from plaintiff s
cash deposit from February to November, 1980 after the forfeiture of said cash deposit on February 11, 1980) and attorneys
fees which were all charged against Sy were correctly considered by the respondent Court as damages which OVEC
sustained not as a result of the injunction.
BALANE NOTE
In case of any of the exception, you pay both the penalty and the entire amount of damages, because this is more in line with
the nature of the penalty clause.
The respondent Court likewise found no merit in OVECs appeal and held that the trial court did not err in not charging and
holding the injunction bond posted by Sy liable for all the awards as the undertaking of CBISCO under the bond referred only
to damages which OVEC may suffer as a result of the injunction.
Respondents filed an action in the CFI of Quezon for the annulment of the proceedings involving the parcels of land. Having
financial difficulties, respondents entered into an agreement with Manuel Uy Ek Liong to shoulder the litigation expenses. In
the event of a favorable decision, Uy would be granted 40% of the all the realties and/or monetary benefits, gratuities or
damages which may be adjudicated in favor of respondents.
ISSUE/S
(1)
Whether the penalty clauses unjustly enriched OVEC at the expense of Sy.
(2)
Whether there can be set-off arising from the damage caused by the injunction against the remaining cash deposit of
Sy.
On the same date, respondents and Buenaflor entered into another notarized agreement denominated as a Kasunduan
whereby they agreed to sell their remaining sixty (60%) percent share in the subject parcels in favor of Manuel for the sum of
P180,000.00. However, after securing a favorable judgment, the 60% share were divided equally among the respondents.
HELD
(1) NO.
Having failed to reach an agreement as to the consideration for the supposed sale, petitioners (already the hiers of Uy Ek
Liong) filed an action for specific performance against the respondents for their unjustified refusal to comply with the
Kasunduan. The RTC ruled in favor of the petitioners, but the decision was set aside on appeal (CA ruled that the contract was
null and void).
A provision which calls for the forfeiture of the remaining deposit still in the possession of the lessor, without prejudice to any
ISSUE:
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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stipulated penalty was pegged at P5,000 for each day of delay or P150,000 per month, an amount five times the
monthly rent. This penalty was not only exorbitant but also unconscionable, taking into account that private
respondents delay in surrendering the leased premises was because of a well-founded belief that its right of
preemption to purchase the subject premises had been violated. Considering further that private respondent was an
agricultural cooperative, collectively owned by farmers with limited resources, ordering it to pay a penalty of P150,000 per
month on top of the monthly rent of P30,000 would seriously deplete its income and drive it to bankruptcy. In Rizal Commercial
Banking Corp. vs. Court of Appeals, the Court tempered the penalty charges after taking into account the debtors pitiful
financial condition.
Accordingly, we rule that the Court of Appeals did not commit any reversible error in the exercise of its discretion when
it reduced the award of penalty damages from P5,000 to P1,000 for each day of delay.
WHEREFORE, petition is hereby DENIED. The decision of the Court of Appeals reducing the amount of penalty damages
against private respondent is AFFIRMED.
Article 1231
In obligations with a penal clause, the penalty generally substitutes the indemnity for damages and the payment of interests in
case of non-compliance. Usually incorporated to create an effective deterrent against breach of the obligation by making the
consequences of such breach as onerous as it may be possible, the rule is settled that a penal clause is not limited to actual
and compensatory damages.
Article 1229
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. (1154a)
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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1.
2.
FLORO V. CA, 249 SCRA 354
DOCTRINES
Contracts; Sales; Lease; Whether the contract is characterized as a sale or a lease, the consequences of the cancellation
would be the same-the parties are to be restored to their original positions inter se as far as practicable.It would seem that
the issue to be resolved in this case is whether the contract entered into by petitioner Floro, Inc. and private respondent Phil.
Rabbit was one of sale on installment basis, as found by the CA, or one of lease, as found by the RTC. However, the Court
does not see any real need for resolving this issue in view of the fact that the parties had agreed to a mutual cancellation of
their transaction. As established by both respondent appellate court and the trial court, on 10 January 1983 private respondent
Phil. Rabbit wrote petitioner Floro, Inc. asking for the cancellation of the Agreement and the latter, through a letter dated 4
February 1983, communicated to the former its conformity thereto. Whether the contract is characterized as a sale or a lease,
the consequences of the cancellation would be the same. The parties are to be restored to their original positions inter se as
far as practicable.
Same; Where one party opts to cancel an existing agreement and the other party expresses its conformity thereto, in legal
effect the parties enter into another contract for the dissolution of the previous one, and they are bound by that contract.
When petitioner Floro, Inc. failed to deliver the Model 85 monitors, private respondent Phil. Rabbit would have been entitled to
refuse to pay the full amount stipulated in the Agreement. However, private respondent Phil. Rabbit opted to cancel the
Agreement, to which petitioner Floro, Inc. expressed its conformity. In legal effect, the parties entered into another contract for
the dissolution of the previous one, and they are bound by that contract.
Same; The dissolution or the cancellation of the original agreement necessarily involves restoration of the parties to the status
quo ante prevailing immediately prior to the execution of the agreement.The dissolution or the cancellation of the original
Agreement necessarily involves restoration of the parties to the status quo ante prevailing immediately prior to the execution of
the Agreement i.e. the computer equipment reverts back to petitioner Floro, Inc. and private respondent Phil. Rabbit is
reimbursed the amounts it had paid to the former. However, in this case, Phil. Rabbit cannot reasonably demand
reimbursement for the full amount it had paid to petitioner Floro, Inc. because it cannot be gainsaid that Phil. Rabbit had
utilized the computer equipment for its operations and benefitted from such use. Phil. Rabbit cannot be allowed to unjustly
enrich itself at the expense of Floro, Inc.
Same; Rescission; Equity; Article 1385 of the Civil Code refers to contracts that are rescissible for causes specified in Articles
1381 and 1382 of the Civil Code but it does not refer to contracts that are dissolved by mutual consent of the parties.Hence,
respondent appellate court was correct in ordering the parties to restore to each other what each of them had received under
the contract but taking into account the use by private respondent Phil. Rabbit of the computer equipment. However, it was not
quite correct in invoking, in this connection, Article 1385 of the Civil Code. Article 1385 refers to contracts that are rescissible
for causes specified in Articles 1381 and 1382 of the Civil Code but it does not refer to contracts that are dissolved by mutual
consent of the parties. Rather, the mutual restoration is in consonance with the basic principle that when an obligation has
been extinguished or resolved, it is the duty of the court to require the parties to surrender whatever they may have received
from the other so that they may be restored, as far as practicable, to their original situation.
FACTS OF THE CASE:
On 25 February 1981, Floro, Inc. and Phil. Rabbit entered into an agreement denominated as "Agreement for Equipment
Lease, Service and Maintenance" whereby Floro, Inc. agreed to furnish Phil. Rabbit with certain computer equipment including
four (4) Model 85 Visual Display Units or monitors. Appearing on the bottom portion of the Agreement was a handwritten
annotation made by Mr. Ernesto P. Lagman, a sales representative of Floro, Inc., which read: "After (5) five years, the
computer becomes your property."
The Agreement provided for the payment by Phil. Rabbit to Floro, Inc. of a downpayment upon signing of the Agreement and
certain monthly payments, plus certain other amounts upon delivery of the computer equipment.The computer equipment
specified in the Agreement was delivered to Phil. Rabbit on September 1981 except for the four (4) Model 85 monitors. In lieu
thereof, Floro, Inc. delivered and installed Model 82 monitors. Phil. Rabbit made several verbal and written demands on Floro,
Inc. to deliver the Model 85 monitors. Upon assurances made by Floro, Inc. that the Model 85 monitors "will be forthcoming",
Phil. Rabbit made several payments in accordance with the terms of the Agreement. However, despite the assurances made
by Floro, Inc., the Model 85 monitors were never delivered to Phil. Rabbit.
Phil. Rabbit wrote Floro, Inc. asking for the cancellation of the Agreement alleging that the computers were not placed in full
operation due to the nondelivery of the Model 85 monitors. In a letter dated 4 February 1983, Floro, Inc. expressed its
conformity to the "mutual cancellation" of the Agreement and demanded the return of the computer equipment. Phil. Rabbit
informed Floro, Inc. that the computer equipment would be returned only upon the reimbursement of the amount of
P295,169.00, which the former had already paid the latter.
On 31 May 1983, Floro, Inc. wrote Phil. Rabbit reiterating its demand for the return of the equipment and payment of back
rentals in the amount of P265,291.50. Phil. Rabbit insisted on the return of the payments it had previously made.
ISSUE:
1. WHETHER THE CONTRACT BETWEEN THE PARTIES IS A CONTRACT OF LEASE OR A CONTRACT OF SALE ON
INSTALLMENT
2. WHETHER THE PARTIES SHOULD RESTORE TO EACH OTHER WHAT EACH OF THEM HAVE RECEIVED IN THE
CONTRACT
HELD:
The agreement between the parties is one of sale on an installment basis and not of lease. That the intention of Phil.
Rabbit and Floro, Inc. was to enter into a contract of sale on installment has been sufficiently established by the
handwritten annotation stating that after five years, the computer becomes the property of the respondents.
The mutual restoration is in consonance with the basic principle that when an obligation has been extinguished or
resolved, it is the duty of the court to require the parties to surrender whatever they may have received from the other so
that they may be restored, as far as practicable, to their original situation. Since the parties had agreed to a mutual
cancellation of the Agreement, the court ordered each to restore to the other what each had received under the
Agreement in accordance with Article 1385 of the Civil Code. The computer equipment had been previously returned to
Floro, Inc. by virtue of the writ of replevin issued by the trial court. The CA found that Phil. Rabbit had been able to make
use of the computer equipment for a period of six (6) months; hence, Phil. Rabbit was ordered to pay the sum of
P120,564.00 to be deducted from the sum of P295,169.00 which it had already paid to Floro, Inc. For its part, Floro, Inc.
was ordered to return the balance of P174,605.00.
Article 1234
Art. 1234. If the obligation has been substantially performed in good faith, the obligor may recover as
though there had been a strict and complete fulfillment, less damages suffered by the obligee. (n)
LEGARDA HERMANOS V. SALDANA, 55 SCRA 324
FACTS:
The Court, in affirming the decision under review of the Court of Appeals, which holds that the respondent buyer of two small
residential lots on installment contracts on a ten-year basis who has faithfully paid for eight continuous years on the principal
alone already more than the value of one lot, besides the larger stipulated interests on both lots, is entitled to the conveyance
of one fully paid lot of his choice, rules that the judgment is fair and just and in accordance with law and equity.
The action originated as a complaint for delivery of two parcels of land in Sampaloc, Manila and for execution of the
corresponding deed of conveyance after payment of the balance still due on their purchase price. Private respondent as
plaintiff had entered into two written contracts with petitioner Legarda Hermanos as defendant subdivision owner, whereby the
latter agreed to sell to him Lots Nos. 7 and 8 of block No. 5N of the subdivision with an area of 150 square meters each, for the
sum of P1,500.00 per lot, payable over the span of ten years divided into 120 equal monthly installments of P19.83 with 10%
interest per annum, to commence on May 26, 1948, date of execution of the contracts. Subsequently, Legarda Hermanos
partitioned the subdivision among the brothers and sisters, and the two lots were among those allotted to co-petitioner Jose
Legarda who was then included as co-defendant in the action.
It is undisputed that respondent faithfully paid for eight continuous years about 95 (of the stipulated 120) monthly installments
totalling P3,582.06 up to the month of February, 1956, which as per petitioners' own statement of account, Exhibit "1", was
applied to respondent's account (without distinguishing the two lots), as follows:
To interests P1,889.78
To principal 1,682.28
Total P3,582.06 1
It is equally undisputed that after February, 1956 up to the filing of respondent's complaint in the Manila court of first instance
in 1961, respondent did not make further payments. The account thus shows that he owed petitioners the sum of P1,317.72 on
account of the balance of the purchase price (principal) of the two lots (in the total sum of P3,000.00), although he had paid
more than the stipulated purchase price of P1,500.00 for one lot.
Almost five years later, on February 2, 1961 just before the filing of the action, respondent wrote petitioners stating that his
desire to build a house on the lots was prevented by their failure to introduce improvements on the subdivision as "there is still
no road to these lots," and requesting information of the amount owing to update his account as "I intend to continue paying
the balance due on said lots."
Petitioners replied in their letter of February 11, 1961 that as respondent had failed to complete total payment of the 120
installments by May, 1958 as stipulated in the contracts to sell, "pursuant to the provisions of both contracts all the amounts
paid in accordance with the agreement together with the improvements on the premises have been considered as rents paid
and as payment for damages suffered by your failure," 2 and "Said cancellation being in order, is hereby confirmed."
From the adverse decision of July 17, 1963 of the trial court sustaining petitioners' cancellation of the contracts and dismissing
respondent's complaint, respondent appellate court on appeal rendered its judgment of July 27, 1966 reversing the lower
court's judgment and ordering petitioners "to deliver to the plaintiff possession of one of the two lots, at the choice of
defendants, and to execute the corresponding deed of conveyance to the plaintiff for the said lot," 3 ruling as follows:
During the hearing, plaintiff testified that he suspended payments because the lots were not actually delivered to him, or could
not be, due to the fact that they were completely under water; and also because the defendants-owners failed to make
improvements on the premises, such as roads, filling of the submerged areas, etc., despite repeated promises of their
representative, the said Mr. Cenon. As regards the supposed cancellation of the contracts, plaintiff averred that no demand
has been made upon him regarding the unpaid installments, and for this reason he could not be declared in default so as to
entitle the defendants to cancel the said contracts.
The issue, therefore, is: Under the above facts, may defendants be compelled, or not, to allow plaintiff to complete payment of
the purchase price of the two lots in dispute and thereafter to execute the final deeds of conveyance thereof in his favor?
xxx xxx xxx
Whether or not plaintiffs explanation for his failure to pay the remaining installments is true, considering the circumstances
obtaining in this case, we elect to apply the broad principles of equity and justice. In the case at bar, we find that the plaintiff
has paid the total sum of P3,582.06 including interests, which is even more than the value of the two lots. And even if the sum
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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applied to the principal alone were to be considered, which was of the total of P1,682.28, the same was already more than the
value of one lot, which is P1,500.00. The only balance due on both lots was P1,317.72, which was even less than the value of
one lot. We will consider as fully paid by the plaintiff at least one of the two lots, at the choice of the defendants. This is more in
line with good conscience than a total denial to the plaintiff of a little token of what he has paid the defendant Legarda
Hermanos. 4
thereto. Under these circumstances, the SC feel that, in the interest of justice and equity, the decision appealed from may be
upheld upon the authority of Article 1234 of the New Civil Code.
Hence, the present petition for review, wherein petitioners insist on their right of cancellation under the "plainly valid written
agreements which constitute the law between the parties" as against "the broad principles of equity and justice" applied by the
appellate court. Respondent on the other hand while adhering to the validity of the doctrine of the Caridad Estates cases 5
which recognizes the right of a vendor of land under a contract to sell to cancel the contract upon default, with forfeiture of the
installments paid as rentals, disputes its applicability herein contending that here petitioners-sellers were equally in default as
the lots were "completely under water" and "there is neither evidence nor a finding that the petitioners in fact cancelled the
contracts previous to receipt of respondent's letter." 6
FACTS:
Ricardo Presbitero, Sr. entered into a Conformity Contract with Leonardo Caoso, to engage the services of the latter to
negotiate with the Land Bank of the Philippines and the Ministry of Agrarian Reform for the sale of his 270-hectare land under
a voluntary offer agreement. Presbitero bound himself to compensate Caoso "for his efforts, services and other related
expenses in making the necessary follow up (sic) of the preparation, production of pertinent documents required," and "to
effect the recovery of the proceed (sic) of the land transfer payment from the Land Bank of the Philippines," in an amount
equivalent to "Twenty Five per cent (25%) of the gross total sales of my properties described above which is (sic) subject of
Operation Land Transfer." However, when a part of the proceeds was released, the private respondent was not given his
share as agreed upon. Hence, the latter filed a complaint against Presbitero before the RTC of Cotabato City which was
docketed as Civil Case No. 68 and assigned to Branch 15 of the said court. The trial court ruled in favor of Caoso.
The Court finds that the appellate court's judgment finding that of the total sum of P3,582.06 (including interests of P1,889.78)
already paid by respondent (which was more than the value of two lots), the sum applied by petitioners to the principal alone in
the amount of P1,682.28 was already more than the value of one lot of P1,500.00 and hence one of the two lots as chosen by
respondent would be considered as fully paid, is fair and just and in accordance with law and equity.
As already stated, the monthly payments for eight years made by respondent were applied to his account without specifying or
distinguishing between the two lots subject of the two agreements under petitioners' own statement of account, Exhibit "1". 7
Even considering respondent as having defaulted after February 1956, when he suspended payments after the 95th
installment, he had as of the already paid by way of principal (P1,682.28) more than the full value of one lot (P1,500.00). The
judgment recognizing this fact and ordering the conveyance to him of one lot of his choice while also recognizing petitioners'
right to retain the interests of P1,889.78 paid by him for eight years on both lots, besides the cancellation of the contract for
one lot which thus reverts to petitioners, cannot be deemed to deny substantial justice to petitioners nor to defeat their rights
under the letter and spirit of the contracts in question.
The Court's doctrine in the analogous case of J.M. Tuason & Co. Inc. vs. Javier 8 is fully applicable to the present case, with
the respondent at bar being granted lesser benefits, since no rescission of contract was therein permitted. There, where the
therein buyer-appellee identically situated as herein respondent buyer had likewise defaulted in completing the payments after
having religiously paid the stipulated monthly installments for almost eight years and notwithstanding that the seller-appellant
had duly notified the buyer of the rescission of the contract to sell, the Court upheld the lower court's judgment denying judicial
confirmation of the rescission and instead granting the buyer an additional grace period of sixty days from notice of judgment
to pay all the installment payments in arrears together with the stipulated 10% interest per annum from the date of default,
apart from reasonable attorney's fees and costs, which payments, the Court observed, would have the plaintiff-seller "recover
everything due thereto, pursuant to its contract with the defendant, including such damages as the former may have suffered
in consequence of the latter's default."
In affirming, the Court held that "Regardless, however, of the propriety of applying said Art. 1592 thereto, We find that plaintiff
herein has not been denied substantial justice, for, according to Art. 1234 of said Code: 'If the obligation has been substantially
performed in good faith, the obligor may recover as though there had been a strict and complete fulfillment, less damages
suffered by the obligee,'" and "that in the interest of justice and equity, the decision appealed from may be upheld upon the
authority of Article 1234 of the Civil Code." 9
ACCORDINGLY, the appealed judgment of the appellate court is hereby affirmed. Without pronouncement as to costs.
J.M. TUASON V. JAVIER, 31 SCRA 829
ISSUE:
Whether Presbitero is entitled to rescind the contract.
HELD:
No. (But since this is under Art. 1234, read further down the held!) [Even assuming that the private respondent breached the
agreement by not fully accomplishing his obligation within the stipulated period, said breach was not of a nature which would
justify a rescission of the contract. In the case of Bacolod-Murcia Milling Co., Inc. vs. Court of Appeals that rescission of a
contract will not be permitted for a slight or casual breach, but only for such substantial and fundamental breach as would
defeat the very object of the parties in making the agreement; the question of whether a breach of contract is substantial
depends upon the attending circumstances.
In the case at bar, no substantial breach was committed by the private respondent sufficient enough to warrant a rescission.
From all indications, private respondent was able to perform his obligation; this conclusion follows in the wake of the approval
of the claim.]
Under Article 1234 of the New Civil Code, if the obligation has been substantially performed in good faith, the obligor (private
respondent) may recover as though there had been a strict and complete fulfillment, less damages suffered by the obligee
(Presbitero). Moreover, when the obligee accepts the performance, as what happened in this case, knowing its
incompleteness or irregularity, and without expressing a protest or objection, the obligation is deemed fully complied with.
Finally, to allow Presbitero to rescind the contract would not only violate the well-settled rule on mutuality of contracts which
provides that the validity or compliance of a contract cannot be left to the will of one of the contracting parties 41 but would
also work an injustice to the rights of the private respondent who has already performed his obligation pursuant to their
agreement. Presbitero's correlative obligation must perforce be also fulfilled. There is no evidence to indicate that the pri vate
respondent was remise or negligent in the performance of his obligation. Neither was there any evidence presented to show
that it was through Presbitero's own efforts that this claim with the LBP was approved.
TAYAG V. CA, 219 SCRA 480
Facts:
Siblings Juan Galicia Sr. and Celerina Labuguin entered into a contract to sell a parcel of land in Nueva Ecija to a certain
Albrigido Leyva: o 3K upon agreement o 10K ten days after the agreement o 10K representing vendors indebtedness to
Phil Veterans Bank o 27K payable within one year from execution of contract.
FACTS:
On September 7, 1954, petitioner J.M. Tuason & Co., Inc. entered a contract to sell with respondent Ligaya Javier a parcel of
land known as Lot No. 28, Block No. 356, PSD 30328, of the Sta. Mesa Heights Subdivision for the sum of Php3,691.20 with
10% interest per annum; Php396.12 will be payable upon execution of the contract, and an installment of Php43.92 monthly
for a period of ten (10) years. It was further stipulated in the contract, particularly the sixth paragraph, that upon failure of
respondent to pay the monthly installment, she is given a one month grace period to pay such installment together with the
monthly installment falling on the said grace period. Furthermore, failure to pay both monthly installments, respondent will pay
an additional 10% interest. And after 90 days from the end of the grace period, petitioner can rescind the contract, the
payments made by respondent will be considered as rentals. Upon the execution of the contract, respondent religiously paid
the monthly installment until January 5, 1962. Respondent, however, was unable to the pay the monthly installments within the
grace period which petitioner, subsequently, sent a letter to respondent on May 22, 1964 that the contract has been rescinded
and asked the respondent to vacate the said land. So, upon failure of respondent to vacate the said land, petitioner filed an
action to the Court of First Instance of Rizal for the rescission of the contract. The CFI rendered a decision in favor of
respondent in applying Article 1592 of the New Civil Code. Hence, petitioner made an appeal to the Supreme Court alleging
that since Article 1592 of the New Civil applies only to contracts of sale and not in contracts to sell.
ISSUE:
Did the CFI erroneously apply Article 1592 of the New Civil Code?
Issue:
1. WON there was constructive fulfillment in the part of the petitioners that shall make rise the obligation to deliver to Leyva the
deed of sale? YES
2. WON they are still entitled to rescind the contract? NO, barred by estoppel.
RULING:
Yes. Regardless, however, of the propriety of applying Article 1592, petitioner has not been denied substantial justice under
Article 1234 of the New Civil Code. In this connection, respondent religiously satisfied the monthly installments for almost eight
(8) years or up to January 5, 1962. It has been shown that respondent had already paid Php4,134.08 as of January 5, 1962
which is beyond the stipulated amount of Php3,691.20. Also, respondent has offered to pay all installments overdue including
the stipulated interest, attorneys fees and the costs which the CFI accordingly sentenced respondent to pay such installment,
interest, fees and costs. Thus, petitioner will be able recover everything that was due
But even after the grace period for payment made in the contract and while litigation of such case, the petitioners still allowed
Leyva to make payments.
With regards to the obligation payable to the Phil Veterans bank by the vendee, as they deemed that it was not paid in full,
such obligation they completed by adding extra amount to fulfill such obligation. This was fatal in their case as this is Leyvas
argument that they constructively fulfilled the obligation which is rightfully due to him. (Trivia: It was Celerina, Juans sister, that
paid the bank to complete such obligation).
Petitioners claim that they are only OBLIGEES with regards to the contract, so the principle of constructive fulfillment cannot
be invoked against them.
Petitioners, being both creditor and debtor to private respondent, in accepting piecemeal payment even after the grace period,
are barred to take action through estoppel.
Held:
1. In a contract of purchase, both parties are mutually obligors and also obligees, and any of the contracting parties may, upon
non-fulfillment by the other privy of his part of the prestation, rescind the contract or seek fulfillment (Article 1191, Civil Code).
In short, it is puerile for petitioners to say that they are the only obligees under the contract since they are also bound as
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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The stocks of Universal Textile Mills (UTEX) were issued to co-defendants Manuel and Castaneda. Subsequently, in 1971, the
lower court declared that Luisa Aranas is the rightful owner of the 400 shares of stocks at Universal Textile Mills (UTEX.
Further, it ordered that dividends in cash or stocks pertaining to the same be delivered to Aranas. UTEX then filed a motion to
clarify the phrase in said decision which states to deliver to her all dividends appertaining to the same, whether in cash or in
stocks meant dividends properly pertaining to the plaintiffs after the courts declaration of her ownership. The said motion was
granted, where the court ordered UTEX to pay the plaintiff the cash dividends which accrued to the stocks in question after the
current decision was rendered but the cash dividends already paid to the co-defendants before the court decision may not be
claimed by the plaintiffs.
The co-defendants filed for a new trial and the decision was the same as the the 1971 ruling. Upon appeal to the CA, the said
ruling was affirmed. The lower court issued a writ of execution in 1979 directed to UTEX to 1) cancel the certificate of stocks of
the co-defendants and issue new ones in the name of the petitioners, and 2) Pay the cash dividends accrued from 1972 to
1979 (period from the new trial to the issuance of writ of execution). UTEX alleged that the cash dividends had already been
paid.
ISSUE:
Whether or not there was valid payment
RULING:
No. It is elementary that payment made by a judgment debtor to a wrong party cannot extinguish the obligation of such debtor
to its creditor. It was clear in the motion for clarification that all dividends accruing to the said shares after the rendition of
judgement belonged to the Aranas. When UTEX paid the wrong parties, despite its knowledge and understanding of the final
judgment, it is still liable to pay Aranas as the lawful declared owners of the said shares. The burden to recover the wrong
payment is on UTEX and cannot be passed on to the Aranas as the innocent parties.
PAL V. CA, 181 SCRA 557
Facts:
Amelia Tan under the company Able Printing Press filed a complaint for damages versus PAL. The trial court rendered
judgment in favor of Tan and ordered PAL to pay damages. PAL appealed the judgment which the CA granted by reducing the
amount of damages.
Judgment became final and executory and was correspondingly entered in the case, which was remanded to the trial court for
execution. The trial court upon the motion of Amelia Tan issued an order of execution with the corresponding writ in favor of
the respondent. Said writ was duly referred to Deputy Sheriff Reyes for enforcement.
Four months later, Amelia Tan moved for the issuance of an alias writ of execution, stating that the judgment rendered by the
lower court, and affirmed with modification by the CA, remained unsatisfied. PAL opposed the motion, stating that it had
already fully paid its obligation to plaintiff through the issuance of checks payable to the deputy sheriff who later did not appear
with his return and instead absconded.
The CA denied the issuance of the alias writ for being premature. After two months the CA granted her an alias writ of
execution for the full satisfaction of the judgment rendered, when she filed another motion. Deputy Sheriff del Rosario is
appointed special sheriff for enforcement thereof.
PAL filed an urgent motion to quash the alias writ of execution stating that no return of the writ had as yet been made by
Deputy Sheriff Reyes and that judgment debt had already been fully satisfied by the former as evidenced by the cash vouchers
signed and received by the executing sheriff.
Deputy Sheriff del Rosario served a notice of garnishment on the depository bank of PAL, through its manager and garnished
the latters deposit. Hence, PAL brought the case to the Supreme Court and filed a petition for certiorari.
Issue:
WON the payment of judgment to the implementing officer as directed in the writ of execution constitutes satisfaction of
judgment? Or did the payment made to the absconding sheriff by check in his name operate to satisfy the judgment debt? NO.
Ratio:
In general, a payment, in order to be effective to discharge an obligation, must be made to the proper person. Article 1240 of
the Civil Code provides:
Payment shall be made to the person in whose favor the obligation has been constituted, or his
successor in interest, or any person authorized to receive it. (Emphasis supplied)
Thus, payment must be made to the obligee himself or to an agent having authority, express or implied, to receive the
particular payment. Payment made to one having apparent authority to receive the money will, as a rule, be treated as though
actual authority had been given for its receipt. Likewise, if payment is made to one who by law is authorized to act for the
creditor, it will work a discharge. The receipt of money due on a judgment by an officer authorized by law to accept it will,
therefore, satisfy the debt.
The theory is where payment is made to a person authorized and recognized by the creditor, the payment to such a person so
authorized is deemed payment to the creditor. Under ordinary circumstances, payment by the judgment debtor in the case at
bar, to the sheriff should be valid payment to extinguish the judgment debt.
There are circumstances in this case, however, which compel a different conclusion.
The payment made by the petitioner to the absconding sheriff was not in cash or legal tender but in checks. The checks were
not payable to Amelia Tan or Able Printing Press but to the absconding sheriff.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Art. 1244. The debtor of a thing cannot compel the creditor to receive a different one, although the latter
may be of the same value as, or more valuable than that which is due.
In obligations to do or not to do, an act or forbearance cannot be substituted by another act or
forbearance against the obligee's will. (1166a)
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 cashed, or when through
the fault of the creditor they have been impaired.
In the meantime, the action derived from the original obligation shall be held in abeyance.
In the absence of an agreement, either express or implied, payment means the discharge of a debt or obligation in money and
unless the parties so agree, a debtor has no rights, except at his own peril, to substitute something in lieu of cash as medium
of payment of his debt. Consequently, unless authorized to do so by law or by consent of the obligee a public officer has no
authority to accept anything other than money in payment of an obligation under a judgment being executed. Strictly speaking,
the acceptance by the sheriff of the petitioner's checks, in the case at bar, does not, per se, operate as a discharge of the
judgment debt.
Since a negotiable instrument is only a substitute for money and not money, the delivery of such an instrument does not, by
itself, operate as payment. A check, whether a manager's check or ordinary cheek, is not legal tender, and an offer of a check
in payment of a debt is not a valid tender of payment and may be refused receipt by the obligee or creditor. Mere delivery of
checks does not discharge the obligation under a judgment. The obligation is not extinguished and remains suspended until
the payment by commercial document is actually realized (Art. 1249, Civil Code, par. 3).
If bouncing checks had been issued in the name of Amelia Tan and not the Sheriff's, there would have been no payment. After
dishonor of the checks, Ms. Tan could have run after other properties of PAL. The theory is that she has received no value for
what had been awarded her. Because the checks were drawn in the name of Emilio Z. Reyes, neither has she received
anything. The same rule should apply.
It is argued that if PAL had paid in cash to Sheriff Reyes, there would have been payment in full legal contemplation. The
reasoning is logical but is it valid and proper? Logic has its limits in decision making. We should not follow rulings to their
logical extremes if in doing so we arrive at unjust or absurd results.
In the first place, PAL did not pay in cash. It paid in cheeks.
And second, payment in cash always carries with it certain cautions. Nobody hands over big amounts of cash in a careless
and inane manner. Mature thought is given to the possibility of the cash being lost, of the bearer being waylaid or running off
with what he is carrying for another. Payment in checks is precisely intended to avoid the possibility of the money going to the
wrong party. The situation is entirely different where a Sheriff seizes a car, a tractor, or a piece of land. Logic often has to give
way to experience and to reality. Having paid with checks, PAL should have done so properly.
Payment in money or cash to the implementing officer may be deemed absolute payment of the judgment debt but the Court
has never, in the least bit, suggested that judgment debtors should settle their obligations by turning over huge amounts of
cash or legal tender to sheriffs and other executing officers. Payment in cash would result in damage or interminable litigations
each time a sheriff with huge amounts of cash in his hands decides to abscond.
As a protective measure, therefore, the courts encourage the practice of payments by cheek provided adequate controls are
instituted to prevent wrongful payment and illegal withdrawal or disbursement of funds. If particularly big amounts are involved,
escrow arrangements with a bank and carefully supervised by the court would be the safer procedure. Actual transfer of funds
takes place within the safety of bank premises. These practices are perfectly legal. The object is always the safe and incorrupt
execution of the judgment.
It is, indeed, out of the ordinary that checks intended for a particular payee are made out in the name of another. Making the
checks payable to the judgment creditor would have prevented the encashment or the taking of undue advantage by the
sheriff, or any person into whose hands the checks may have fallen, whether wrongfully or in behalf of the creditor. The
issuance of the checks in the name of the sheriff clearly made possible the misappropriation of the funds that were withdrawn.
As explained and held by the respondent court:
... [K]nowing as it does that the intended payment was for the private party respondent Amelia Tan,
the petitioner corporation, utilizing the services of its personnel who are or should be
knowledgeable about the accepted procedures and resulting consequences of the checks drawn,
nevertheless, in this instance, without prudence, departed from what is generally observed and
done, and placed as payee in the checks the name of the errant Sheriff and not the name of the
rightful payee. Petitioner thereby created a situation which permitted the said Sheriff to personally
encash said checks and misappropriate the proceeds thereof to his exclusive personal benefit. For
the prejudice that resulted, the petitioner himself must bear the fault. The judicial guideline which
we take note of states as follows:
As between two innocent persons, one of whom must suffer the consequence of a breach of trust,
the one who made it possible by his act of confidence must bear the loss.
Having failed to employ the proper safeguards to protect itself, the judgment debtor whose act made possible the loss had but
itself to blame.
Article 1244
RULING:
(1) YES. Although respondents have the priority of upgrading their seats, such priority may be waived, as what respondents
did. It should have not been imposed on them over their vehement objection.
(2) NO. There was no evident bad faith or fraud in upgrade of seat neither on overbooking of flight as it is within 10% tolerance.
(3) YES. Nominal damages (Art. 2221, NCC) were awarded in the amount of P5,000.00. Moral damages (Art.2220, NCC) and
attorneys fees were set aside and deleted from the Court of Appeals ruling.
Article 1245
Art. 1245. Dation in payment, whereby property is alienated to the creditor in satisfaction of a debt in
money, shall be governed by the law of sales. (n)
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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HELD:
No, the petitioners obligation was not extinguished with the execution of the deed of assignment.
An assignment of credit is an agreement by virtue of which the owner of a credit, known as the 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, known as the 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 of
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. 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,
payment for which is to be charged against the debtors debt. As such, the vendor in good faith shall be responsible, for the
existence and legality of the credit at the time of the sale but not for the solvency of the debtor, in specified circumstances.
Hence, 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. More specifically, the first paragraph of Article 1628 of the Civil Code
provides:
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 provision, 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, respondent alleged the non-existence of the credit and asserted its claim to petitioners warranty under the
assignment. Therefore, it necessary for the petitioner to make good its warranty and pay the obligation.
Furthermore, the petitioner breached his obligation under the Deed of Assignment, to execute and do all such further acts and
deeds as shall be reasonably necessary to effectually enable said ASSIGNEE to recover whatever collectibles said
ASSIGNOR has in accordance with the true intent and meaning of these presents.
Indeed, 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 inexistent. He should be held liable to pay to respondent the amount of his indebtedness.
Article 1248
In order to judge the intention of the parties, their contemporaneous and subsequent acts shall be principally considered.It is
the general rule that when the words of a contract are plain and readily understandable, there is no room for construction
thereof (San Mauricio Milling Co. v. Ancheta, 105 SCRA 371). However, this is only a general rule and it admits exceptions.
On its face, the document speaks of an assignment where there seems to be a complete conveyance of the stocks of lumber
to the petitioner, as assigned. However, in the light of the circumstances obtaining at the time of the execution of said deed of
assignment, we can not regard the transaction as an absolute conveyance. As held in the case of Sy v. Court of Appeals, (131
SCRA 116, 124).
Art. 1248. Unless there is an express stipulation to that effect, the creditor cannot be compelled partially
to receive the prestations in which the obligation consists. Neither may the debtor be required to make
partial payments.
However, when the debt is in part liquidated and in part unliquidated, the creditor may demand and the
debtor may effect the payment of the former without waiting for the liquidation of the latter. (1169a)
NASSER V. CUEVAS, 188 SCRA 812
Facts:
A probate settlement was instituted for the estate of Amadeo Molave. A document embodying a supplemental compromise
agreement and project of partition was executed among the heirs and other interested parties. It was approved by the Probate
Court some eight months later . 3 It rendered moot related cases then pending in this Court 4 Which on that account were
consequently dismissed.
The agreement provided inter alia for the payment of the attorney's fees of respondent Atty. Paterno Canlas in the aggregate
amount of P600,000.00, in property (Hacienda Cadiatan, valued at P128,000.00) and cash (P412,000.00). Relative to said
fees, the agreement also contained a provision creating a charging lien in Canlas' favor. The provision stated that until there
has been full payment, all the properties of the estate are charged with a lien for attorneys fees. The agreement was approved
by the court.
Canlas then moved for the execution of the agreement which was opposed by the heirs (Nassers and Matutes) on the ground
that execution was improper in the absence of a written agreement on the precise terms of payment of Canlas attorney's fees.
Issue:
WON the stipulation provided for payment in instalments? NO
Ratio:
The proviso that "upon full payment of the corresponding liability of a party the lien on his/ her share is extinguished," evidently
contemplates the probability that the heirs obliged to pay Canlas' fees would pay at different times, and denotes nothing more
than that if one of the obligors separately pays his share in Canlas' fees, the lien on his share of the estate is thereby
extinguished a quite obvious proposition, to be sure. The clause cannot be construed as granting to any of the obligors, by
implication, the option to pay in installments, or as impliedly binding the obligee to accept payment by parts.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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by the spouses with the cashier of the Regional Trial Court of Pasig. The spouses, however, delivered to the deputy sheriff the
total money judgment in the form of Cashiers Check (P262,750) and Cash (P135,733.70). Tan refused the payment and
insisted upon the garnished funds to satisfy the judgment obligation. The spouses filed a motion to lift the writ of execution on
the ground that the judgment debt had already been paid. The motion was denied.
Issue:
WON payment by means of check is considered payment in legal tender as
required by Civil Code
Held:
No, it is not considered legal tender. The provisions of law applicable to the case at bar are the following:
a. Article 1249 of the Civil Code which provides:
Art. 1249. The payment of debts in money shall be made in the currency stipulated, and if it is not possible to
deliver such currency, then in the currency which is legal tender in the Philippines.
b. Section 1 of Republic Act No. 529, as amended
c. Section 63 of Republic Act No. 265, as amended (Central Bank Act)
From the aforequoted provisions of law, it is clear that this petition must fail.
In the recent cases of Philippine Airlines, Inc. vs. Court of Appeals
Intermediate Appellate Court, 5 this Court held that
A check, whether a manager's check or ordinary check, is not legal tender, and an offer of a check in
payment of a debt is not a valid tender of payment and may be refused receipt by the obligee or creditor.
The ruling in these two (2) cases merely applies the statutory provisions which lay down the rule that a
check is not legal tender and that a creditor may validly refuse payment by check, whether it be a
manager's, cashier's or personal check.
Petitioners erroneously rely on one of the dissenting opinions in the Philippine Airlines case to support their cause. The
dissenting opinion however does not in any way support the contention that a check is legal tender but, on the contrary, states
that "If the PAL checks in question had not been encashed by Sheriff Reyes, there would be no payment by PAL and,
consequently, no discharge or satisfaction of its judgment obligation." Moreover, the circumstances in the Philippine Airlines
case are quite different from those in the case at bar for in that case the checks issued by the judgment debtor were made
payable to the sheriff, Emilio Z. Reyes, who encashed the checks but failed to deliver the proceeds of said encashment to the
judgment creditor.
In the more recent case of Fortunado vs. Court of Appeals, 8 this Court stressed that, "We are not, by this decision, sanctioning
the use of a check for the payment of obligations over the objection of the creditor."
CITIBANK V. SABENIANO, 504 SCRA 378 [2006]
Issue:
WON Development Bank has a cause of action against the respondents?
Held:
No. Unless respondent Sima Wei proves that she has been relieved from liability on the promissory note by some other cause,
petitioner Bank has a right of action against her for the balance due thereon.
The normal parties to a check are the drawer, the payee and the drawee bank. Courts have long recognized the business
custom of using printed checks where blanks are provided for the date of issuance, the name of the payee, the amount
payable and the drawers signature. All the drawer has to do when he wishes to issue a check is to properly fill up the blanks
and sign it. However, the mere fact that he has done these does not give rise to any liability on his part, until and unless the
check is delivered to the payee or his representative.
A negotiable instrument, of which a check is, is not only a written evidence of a contract right but is also a species of property.
Just as a deed to a piece of land must be delivered in order to convey title to the grantee, so must a negotiable instrument be
delivered to the payee in order to evidence its existence as a binding contract.
Thus, the payee of a negotiable instrument acquires no interest with respect thereto until its delivery to him. Delivery of an
instrument means transfer of possession, actual or constructive, from one person to another. Without the initial delivery of the
instrument from the drawer to the payee, there can be no liability on the instrument. Moreover, such delivery must be intended
to give effect to the instrument. Without the delivery of said checks to petitioner-payee, the former did not acquire any right or
interest therein and cannot therefore assert any cause of action, founded on said checks, whether against the drawer Sima
Wei or against the Producers Bank or any of the other respondents.
FACTS:
Petitioner Citibank is a banking corporation duly authorized under the laws of the USA to do commercial banking activities n
the Philippines. Sabeniano was a client of both Petitioners Citibank and FNCB Finance. Respondent filed a complaint against
petitioners claiming to have substantial deposits, the proceeds of which were supposedly deposited automatically and directly
to respondents account with the petitioner Citibank and that allegedly petitioner refused to despite repeated demands.
Petitioner alleged that respondent obtained several loans from the former and in default, Citibank exercised its right to set-off
respondents outstanding loans with her deposits and money. RTC declared the act illegal, null and void and ordered the
petitioner to refund the amount plus interest, ordering Sabeniano, on the other hand to pay Citibank her indebtedness. CA
affirmed the decision entirely in favor of the respondent.
ISSUE:
Whether petitioner may exercise its right to set-off respondents loans with her deposits and money in Citibank-Geneva
RULING:
Petition is partly granted with modification.
1. Citibank is ordered to return to respondent the principal amount of P318,897.34 and P203,150.00 plus 14.5% per annum
2. The remittance of US $149,632.99 from respondents Citibank-Geneva account is declared illegal, null and void, thus
Citibank is ordered to refund said amount in Philippine currency or its equivalent using exchange rate at the time of payment.
3. Citibank to pay respondent moral damages of P300,000, exemplary damages for P250,000, attorneys fees of P200,000.
4. Respondent to pay petitioner the balance of her outstanding loans of P1,069,847.40 inclusive off interest.
BPI V. ROXAS, 536 SCRA 169 [2007]
However, insofar as the other respondents are concerned, petitioner Bank has no privity with them. Since petitioner Bank
never received the checks on which it based its action against said respondents, it never owned them (the checks) nor did it
acquire any interest therein
Velasco vs. Manila Electric Co., 42 SCRA 556 , No. L-18390, December 20, 1971
TIBAJIA V. CA, 223 SCRA 163
Facts:
A suit for collection of sum of money was ruled in favor of Eden Tan and against the spouses Norberto Jr. and Carmen Tibajia.
After the decision was made final, Tan filed a motion for execution and levied upon the garnished funds which were deposited
Facts:
Gregorio C. Roxas, respondent, is a trader. Sometime in March 1993, he delivered stocks of vegetable oil to spouses Rodrigo
and Marissa Cawili. As payment therefor, spouses Cawili issued a personal check in the amount of P348,805.50. However,
when respondent tried to encash the check, it was dishonored by the drawee bank. Spouses Cawili then assured him that they
would replace the bounced check with a cashiers check from BPI. On March 31, 1993, respondent and Rodrigo Cawili went to
petitioners branch at Shaw Boulevard where Elma Capistrano, the branch manager, personally attended to them. Upon
Elmas instructions, Lita Sagun, the bank teller, prepared BPI Cashiers Check No. 14428 in the amount of P348,805.50,
drawn against the account of Marissa Cawili, payable to respondent. Rodrigo then handed the check to respondent in the
presence of Elma. The following day, April 1, 1993, respondent returned to petitioners branch at Shaw Boulevard to encash
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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the cashiers check but it was dishonored. Elma informed him that Marissas account was closed on that date. Despite the
insistence of the respondent, BPI refused to encash the check.
obligation which, as a rule, is always the determinative element, to be varied by agreement that would find reason only in the
supervention of extraordinary inflation or deflation.
A complaint for sum of money was then filed against BPI. The lower courts eventually decided in favor of respondent and
ordered BPI to pay the value of the check and damages.
Same; Same; Civil Law; Actions; The long delay of respondent in filing the recovery case justifies non-payment of a bigger
amount for the expropriated property.In the present case, the unusually long delay of private respondent in bringing the
present actiona period of almost 25 yearswhich a stricter application of the law on estoppel and the statute of limitations
and prescription may have divested her of the rights she seeks in this action over property in question, is an added
circumstance militating against payment to her of an amount biggernay three-fold morethan the value of the property
should have been paid at the time of the taking. For conformably to the rule that one should take good care of his own
concern, private respondent should have commenced proper action soon after she bad been deprive of her right of ownership
and possession over the land, a deprivation she knew was permanent in character, for the land was intended for, and had
become, avenues in the City of Cebu. A penalty is always visited upon one for his allegedly withheld from him, or otherwise
transgressed upon by another.
Issue:
WON Roxas (respondent) is a holder in due course? YES
Ratio:
As a general rule, under the above provision, every holder is presumed prima facie to be a holder in due course. One who
claims otherwise has the onus probandi to prove that one or more of the conditions required to constitute a holder in due
course are lacking. In this case, petitioner contends that the element of "value" is not present, therefore, respondent could not
be a holder in due course.
Furthermore, it bears emphasis that the disputed check is a cashiers check. In International Corporate Bank v. Spouses
Gueco, this Court held that a cashiers check is really the banks own check and may be treated as a promissory note with the
bank as the maker. The check becomes the primary obligation of the bank which issues it and constitutes a written
promise to pay upon demand. In New Pacific Timber & Supply Co. Inc. v. Seeris, this Court took judicial notice of the "wellknown and accepted practice in the business sector that a cashiers check is deemed as cash." This is because the mere
issuance of a cashiers check is considered acceptance thereof.
Same; Same; Judgments; Loans; Interest; The ruling in this case that legal interest shall accrue from the date of taking is now
the law of the case and, therefore, what the case law is in other cases that legal interest shall be computed from the filing of
the complaint is not applicable.In our decision in G.R. No. No. L-26400, February 29, 1972, We have said that Victoria
Amigable is entitled to the legal interest on the price of the land from the time of the taking.
De Castro, J:
Facts:
In view of the above pronouncements, petitioner bank became liable to respondent from the moment it issued the cashiers
check. Having been accepted by respondent, subject to no condition whatsoever, petitioner should have paid the same upon
presentment by the former
Article 1250
Art. 1250. In case an extraordinary inflation or deflation of the currency stipulated should supervene, the
value of the currency at the time of the establishment of the obligation shall be the basis of payment,
unless there is an agreement to the contrary. (n)
On 1959, Amigable filed in the Court of First Instance a complaint to recover the ownership and possession of
the land and for damages for the alleged illegal occupation of the land by the government (entitled Victor
Amigable vs. Nicolas Cuenco, in his capacity as Commissioner of Public Highways and Republic of the
Philippines).
Amigable's complaint was dismissed on the grounds that the land was either donated or sold by its owners to
enhance its value, and that in any case, the right of the owner to recover the value of said property was already
barred by estoppel and the statute of limitations. Also, the non-suability of the government was invoked.
In the hearing, the government proved that the price of the property at the time of taking was P2.37 per square
meter. Amigable, on the other hand, presented a newspaper showing that the price was P6.775.
The public respondent Judge ruled in favor of Amigable and directed the Republic of the Philippines to pay
Amigable the value of the property taken with interest at 6% and the attorney's fees.
Issue:
Whether or not the provision of Article 1250 of the New Civil Code is applicable in determining the amount of
compensation to be paid to private respondent Amigable for the property taken.
Held:
Issue:
WON Article 1250 is applicable.
On 1924, the government took private respondent Victor Amigable's land for road-right-of-way purpose.
Not applicable.
Ratio:
Held:
No. It can be seen from the employment of the words "extraordinary inflation or deflation of the currency stipulated" that the
legal rule envisages contractual obligations where a specific currency is selected by the parties as the medium of payment;
hence it is inapplicable to obligations arising from tort and not from contract, as in the case at bar, besides there being no
showing that the factual assumption of the article has come into existence. As to the Pantoja ruling, the regard paid to the
decreasing purchase of the peso was considered a factor in estimating the indemnity due for loss of life, which in itself is not
susceptible of accurate estimation. It should not be forgotten that the damages awarded to herein appellant were by no means
full compensatory damages, since the decision makes clear that appellant, by his failure to minimize his damages by means
easily within his reach, was declared entitled only to a reduced award for the nuisance sued upon; and the amount granted him
had already taken into account the changed economic circumstances.
COMMISSIONER V. BURGOS, 96 SCRA 831
DOCTRINES
Obligations and Contracts; Constitutional Law; Expropriation; Article 1250 of the New Civil Code applies only to payments
stipulated in contracts, not to taking, by way of expropriation, of property by the Government.It is clear that the foregoing
provision applies only to cases where a contract or agreement is involved. It does not apply where the obligation to pay arises
from law, independent of contracts. The taking of private property by the Government in the exercise of its power of eminent
domain does not give rise to a contractual obligation. We have expressed this view in the case of Velasco vs. Manila Electric
Co., et al., L-19390, December 29, 1971.
Same; Same; Same.Moreover, the law as quoted, clearly provides that the value of the currency at the time of the
establishment of the obligation shall be the basis of payment which, in cases of expropriation, would be the value of the peso
at the time of the taking of the property when the obligation of the Government to pay arises. It is only when there is an
agreement to the contrary that the extraordinary inflation will make the value of the currency at the time of payment, not at
the time of the establishment of the obligation, the basis for payment. In other words, an agreement is needed for the effects of
an extraordinary inflation to be taken into account to alter the value of the currency at the time of the establishment of the
Article 1250 of the NCC provides that the value of currency at the time of the establishment of the obligation shall
be the basis of payment which would be the value of peso at the time of taking of the property when the
obligation of the government to pay arises. It is only when there is an agreement that the inflation will make the
value of currency at the time of payment, not at the time of the establishment, the basis for payment.
The correct amount of compensation would be P14,615.79 at P2.37 per square meter, not P49,459.34, and the
interest in the sum of P145,410.44 at the rate of 6% from 1924 up to the time respondent court rendered its
decision as was awarded by the said court should accordingly be reduced.
NAWASA entered into a contract with the plaintiff FPFC for the latter to supply iron pressure pipes worth
P270,187.50 to be used in the construction of the Anonoy Waterworks in Masbate and the Barrio San AndresVillareal Waterworks in Samar.
NAWASA paid in installments on various dates, a total of P134,680.00 leaving a balance of P135,507.50
excluding interest.
FPFC demanded payment from NAWASA of the unpaid balance of the price with interest in accordance with the
terms of their contract
NAWASA failed to pay, plaintiff filed a collection suit
RTC rendered judgment orderedNAWASA to pay the unpaid balance in NAWASA negotiable bonds
NAWASA did not deliver the bonds to the judgment creditor
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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FPFC filed another complaint seeking an adjustment of the unpaid balance in accordance with the value of the
Philippine peso
FPFC presented voluminous records and statistics showing that a spiralling inflation has marked the progress of
the country from 1962 up to the present. There is no denying that the price index of commodities, which is the
usual evidence of the value of the currency has been rising.
ISSUE
W/N there exists an extraordinary inflation of the currency justifying an adjustment of NAWASA's unpaid judgment obligation to
FPFC.
RULING
Article 1250 of the Civil Code provides:
In case an extraordinary inflation or deflation of the currency stipulated should supervene, the value of the currency at the time
of the establishment of the obligation shall be the basis of payment, unless there is an agreement to the contrary..
Extraordinary inflation exists "when there is a decrease or increase in the purchasing power of the Philippine
currency which is unusual or beyond the common fluctuation in the value said currency, and such decrease or
increase could not have reasonably foreseen or was manifestly beyond contemplation the the parties at the time
of the establishment of the obligation. (Tolentino Commentaries and Jurisprudence on the Civil Code Vol. IV, p.
284.)
While appellant's voluminous records and statistics proved that there has been a decline in the purchasing power
of the Philippine peso, this downward fall of the currency cannot be considered "extraordinary." It is simply a
universal trend that has not spared our country.
2014A
the parties herein in their lease agreement, the term "devaluation" may be regarded as synonymous with
"depreciation," for certainly both refer to a decrease in the value of the currency. The rentals should therefore by their
agreement be proportionately increased.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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After pondering on the meaning of Article 1253, we reach the conclusion that in a contract involving installment payments with
interest chargeable against the remaining balance of the obligation, it is the duty of the creditor to inform of the amount of
interest that falls due and that he is applying the installment payments to cover said interest. Otherwise, the creditor cannot
apply the payments to the interest and then hold the debtor in default for non-payment of installments on the principal.
A liberal interpretation of the contracts in question is that at the end of each year, all payments made shall be deducted from
the principal obligation. The 10% interest on the balance is then added to whatever remains of the principal. Thereafter,
petitioner shall pay the monthly installments on the stipulated dates. In other words, the interest due are added to and paid
like the remaining balance of the principal. Thus, we must rule that the parties intended that petitioner pay the monthly
installments at predetermined dates, until the full amount, consisting of the purchase price and the interests on the balance, is
paid.
Significant is the fact that private respondent accepted the payments petitioner religiously made for four years. Private
respondent cannot rely on the clause in the contract stating that no demand is necessary to explain her silence for four years
as to the 10% interest, as such clause refers to the P500.00 monthly installments.
Even granting as acceptable private respondent's theory that the monthly amortizations shall first be applied to the payment of
the interests, we must still rule for petitioner.
The contracts provided for private respondent's right of rescission which may be exercised upon petitioner's failure to pay
installments for three months. Private respondent's failure to exercise her right of rescission after petitioner's alleged default
constitutes a waiver of such right. Her continued acceptance of the installment payments places her in estoppel.
Art. 1250 is clear when it states that the value of the peso at the time of establishing the obligation shall control and be the
basis of payment unless there is an agreement to the contrary. In other word as said in the Mobil Oil case, an agreement is
needed for the effects of extraordinary inflation to be taken into account to alter the value of the currency at the time of the
establishment of the obligation for payment. Neither the CA nor the trial court pointed to any provision of the bill of ladings to
this effect.
If the debt produces interest, payment of the principal shall not be deemed to have been made until the interests have been
covered.As a matter of fact, an amount of P7,417.86 was credited to the principal in the promissory note with the code IF84-CB022-GG per Official Receipt No. 14173 dated 2 May 1984. This partial payment for the principal clearly proves that the
interest due had been paid. Article 1253 of the Civil Code provides that if the debt produces interest, payment of the principal
shall not be deemed to have been made until the interests have been covered. Consequently, automatic renewal of the loans
by way of promissory notes for the succeeding interest period was unavoidable.
Article 1253
Article 1256
Art. 1253. If the debt produces interest, payment of the principal shall not be deemed to have been
made until the interests have been covered. (1173)
Art. 1256. If the creditor to whom tender of payment has been made refuses without just cause to
accept it, the debtor shall be released from responsibility by the consignation of the thing or sum due.
Consignation alone shall produce the same effect in the following cases:
(1) When the creditor is absent or unknown, or does not appear at the place of payment;
(2) When he is incapacitated to receive the payment at the time it is due;
(3) When, without just cause, he refuses to give a receipt;
(4) When two or more persons claim the same right to collect;
(5) When the title of the obligation has been lost. (1176a)
SOCO V. MILITANTE, 123 SCRA 160
Facts:
Soco leased her commercial building and lot situated at Manalili Street, Cebu City, to Francisco for a monthly rental of P
800.00 for a period of 10 years renewable for another 10 years at the option of the lessee. The terms of the contract were in a
Contract of Lease (Exhibit "A" for Soco and Exhibit "2" for Francisco). It can readily be discerned from Exhibit "A" that par. 10
and 11 appear to have been cancelled while in Exhibit "2" only par. 10 has been cancelled. Claiming that par. 11 of the
Contract of Lease was in fact not part of the contract because it was cancelled, Soco filed for annulment and/or reformation of
the contract.
Before this case, Soco also learned that Francisco sub-leased a portion of the building to NACIDA, at a monthly rental of more
than P3,000.00 which is definitely very much higher than what Francisco was paying to Soco under the Contract of Lease.
Since Soco felt he was on the losing end of the contract, he looked for ways to terminate the contract. Soco through her lawyer
served notice to the Francisco 'to vacate the premises leased.' Soco stopped sending his collector to Francisco and has not
accepted payment. As a response, Francisco through his lawyer informed Soco that all payments of rental due were in fact
paid by Commercial Bank and Trust Company through the Clerk of Court of the City Court of Cebu since Soco was not
collecting anymore directly from Francisco.
Taking into account the factual background setting of this case, the Court holds that there was in fact a tender of payment of
the rentals made by Francisco to Soco through Comtrust and since these payments were not accepted by Soco evidently
because of her intention to evict Francisco, by all means, culminating in the filing of Civil Case R-16261, Francisco was
impelled to deposit the rentals with the Clerk of Court of the City Court of Cebu. There was therefore substantial compliance of
the requisites of consignation, hence his payments were valid and effective. Consequently, Francisco cannot be ejected from
the leased premises for non-payment of rentals. Thus, this appeal.
Issue:
W/N there was valid cosignation by Francisco? No. Substantial compliance is not allowed. The rules on consignation must be
followed strictly.
Held:
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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But even after the grace period for payment made in the contract and while litigation of such case, the petitioners still allowed
Leyva to make payments.
With regards to the obligation payable to the Phil Veterans bank by the vendee, as they deemed that it was not paid in full,
such obligation they completed by adding extra amount to fulfill such obligation. This was fatal in their case as this is Leyvas
argument that they constructively fulfilled the obligation which is rightfully due to him. (Trivia: It was Celerina, Juans sister, that
paid the bank to complete such obligation).
Petitioners claim that they are only OBLIGEES with regards to the contract, so the principle of constructive fulfillment cannot
be invoked against them.
Petitioners, being both creditor and debtor to private respondent, in accepting piecemeal payment even after the grace period,
are barred to take action through estoppel.
Lastly, petitioners argue that there was no valid tender of payment nor consignation of the sum of P18,520.00 which they
acknowledge to have been deposited in court on January 22, 1981 five years after the amount of P27,000.00 had to be paid.
Issue:
1. WON there was constructive fulfillment in the part of the petitioners that shall make rise the obligation to deliver to Leyva the
deed of sale? YES
2. WON they are still entitled to rescind the contract? NO, barred by estoppel.
Ratio:
1.In a contract of purchase, both parties are mutually obligors and also obligees, and any of the contracting parties may, upon
non-fulfillment by the other privy of his part of the prestation, rescind the contract or seek fulfillment (Article 1191, Civil Code).
In short, it is puerile for petitioners to say that they are the only obligees under the contract since they are also bound as
obligors to respect the stipulation in permitting private respondent to assume the loan with the Philippine Veterans Bank which
petitioners impeded when they paid the balance of said loan. As vendors, they are supposed to execute the final deed of sale
upon full payment of the balance as determined hereafter.
2.Petitioners accepted Leyvas delayed payments not only beyond the grace periods but also during the pendency of the case
for specific performance. Indeed, the right to rescind is not absolute and will not be granted where there has been substanti al
compliance by partial payments. By and large, petitioners actuation is susceptible of but one construction that they are now
estopped from reneging from their commitment on account of acceptance of benefits arising from overdue accounts of private
respondent
Consignation alone produced the effect of payment in the case at bar because it was established below that two or more heirs
of Juan Galicia, Sr. claimed the same right to collect (Article 1256, (4), Civil Code; pp. 4-5, Decision in Civil Case No. 681-G;
pp. 67-68, Rollo). Moreover, petitioners did not bother to refute the evidence on hand that, aside from the P18,520. which was
consigned, private respondent also paid the sum of P13,908.25. These two figures representing private respondent's payment
of the fourth condition amount to P32,428.25, less the P3,778.77 paid by petitioners to the bank, will lead us to the sum of
P28,649.48 or a refund of P1,649.48 to private respondent as overpayment of the P27,000.00 balance.
PASRICHA V. LUIS DISON REALTY, 548 SCRA 273 [2008]
Issue:
WON Alfonso incurred default? YES
WON the METC had jurisdiction to determine the ejectment case since there was no demand to vacate on the part of the
spouses? YES
FACTS:
Respondent and petitioners executed two Contracts of Lease over a building in Ermita as lessor and lessees respectively.
Lessees agreed to pay monthly rentals. While the contracts were in effect, Pacheco, then General Manager was replaced by
Bautista. They paid monthly rentals until May 1992. Despite final demand by respondents, lessees did not comply still. Hence,
a complaint for ejectment was filed. Petitioners admitted their failure to provide for the stipulated rent but claimed it is justified
because of the confusion as to the person authorized to receive the payment because of the change in management.
Ratio:
The tenor of the two letters dated March 19, 1984 and May, 1984, respectively, shows that the free rent offer was merely a
proposal of plaintiffs to defendant who rejected it by tendering his payment corresponding to the April, 1984 rental and by
consistently refusing to vacate the premises.
ISSUE:
W/n lessee is justified in not paying the rentals because of lessors fault
Such rejection rendered the proposal of free rental without force and effect. Defendant therefore was duty bound to pay the
rentals as they fall due in order to abort any ejectment proceedings against him. If the lessor refuses to accept the payment, as
in the case at bar, defendant had a remedy provided for by law, namely consignation in court or deposit in a bank in the
lessor's name with due notice to the lessor. Unfortunately, it is of record that defendant did not avail of such remedy so that
when plaintiffs filed the ejectment proceedings against him on July 30, 1984, the rentals corresponding to the month of April to
July 1984 had not yet been paid by defendant. Tender of payment is not enough consignation must follow in order to
extinguish the debt. Otherwise failure to comply with the requirements provided for under Sec. 5, paragraph (b) Batas
Pambansa Blg. 25 is a ground for ejectment. Delayed consignation or deposit will not do.
HELD:
Not knowing to whom payment should be made does not justify the failure of lessees to pay because they were not without
remedy. They should have availed provisions of the Civil Code on consignation of payment by depositing things due at the
disposal of judicial authority.
GO CINCO V. CA, 603 SCRA 108 [2009]
Facts:
Manuel Cinco obtained a commercial loan for P700,000.00 from Maasin Traders Lending Corp. (MTLC) evidenced by a
promissory note dated Dec. 11, 1987 and secured it by way of a real estate mortgage over his conjugal land and four storey
building in Maasin, Southern Leyte. The terms for payment imposed a 3%-36% per annum interest rate on the principal and
was payable within a term of 180 days or 6 months, renewable for another 180 days. As of July 16, 1989, Manuels
outstanding obligation ammounted to P1,071, 256.66.
To be able to pay the loan, the spouses applied for a loan from Philippine National Bank and was granted on July 8, 1989, on
the condition that the existing mortgage would be cancelled so the land could be used as security for the new loan under a
new mortgage contract.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Nevertheless, there is a need to modify the appealed decision insofar as (i) the interest imposed on the sum of P300,000.00 is
only for the period April 1993 to November 1993; (ii) the interest imposed on the sum of P330,000.00 is 2% per month and is
only for the period July 1993 to November 1993; (iii) it does not impose interest on the amount of P214,492.62 which was paid
by Constancia to BLISS in behalf of Lourdes x x x
The rule is that no interest shall be due unless it has been expressly stipulated in writing (Art. 1956, Civil Code). However,
the contract does not provide for interest in case of default in payment of the sum of P330,000.00 to Constancia and the
monthly amortizations to BLISS.
Issue:
W/N tender of payment has been made in this case so as to amount to consignation?
On July 24, 1989 Ester instituted foreclosure proceedings against the spouses Go Cinco while the latter filed an action for
specific performance, damages, and preliminary injuction in the RTC of Maasin.
Held: NO!
RTC ruled in favor of spouses Go Cinco finding that Ester unjusty refused to collect the amount. On appeal the CA reversed
the RTC. Hence, the instant petition for review on certiorari.
The spouses Bonrostro assert that Lourdes letter of November 24, 1993 amounts to tender of payment of the remaining
balance amounting to P630,000.00. Accordingly, thenceforth, accrual of interest should be suspended.
Issue:
(1)
Tender of payment is the manifestation by the debtor of a desire to comply with or pay an obligation. If refused
without just cause, the tender of payment will discharge the debtor of the obligation to pay but only after a valid
consignation of the sum due shall have been made with the proper court. Consignation is the deposit of the [proper
amount with a judicial authority] in accordance with rules prescribed by law, after the tender of payment has been
refused or because of circumstances which render direct payment to the creditor impossible or inadvisable.
Held:
YES. PETITION Granted.
Rationale:
While Esters refusal was unjustified and unreasonable, Manuels position that this refusal had the effect of payment that
extinguished his obligation to MTLC is wrong because a refusal without just cause is not equivalent to payment; to have the
effect of payment and the consequent extinguishment of the obligation to pay, the law requires the companion acts of tender of
payment and consignation. Article 1256 is clear and unequivocal on this point.
Nevertheless, the spouses Go Cinco duly established that they have legitimately secured a means of paying off their loan with
MTLC; they were only prevented from doing so by the unjust refusal of Ester to accept the proceeds of the PNB loan through
her refusal to execute the release of the mortgage on the properties mortgaged to MTLC.
In the present case, Manuel sought to pay Ester by authorizing her, through an SPA, to collect the proceeds of the PNB loan
an act that would have led to payment if Ester had collected the loan proceeds as authorized. Admittedly, the delivery of the
SPA was not, strictly speaking, a delivery of the sum of money due to MTLC, and Ester could not be compelled to accept it as
payment based on Article 1233. Nonetheless, the SPA stood as an authority to collect the proceeds of the already-approved
PNB loan that, upon receipt by Ester, would have constituted as payment of the MTLC loan. Had Ester presented the SPA to
the bank and signed the deed of release/cancellation of mortgage, the delivery of the sum of money would have been effected
and the obligation extinguished. Since payment was available and was unjustifiably refused, justice and equity demand that
the spouses Go Cinco be freed from the obligation to pay interest on the outstanding amount from the time the unjust refusal
took place.
Tender of payment, without more, produces no effect. [T]o have the effect of payment and the consequent
extinguishment of the obligation to pay, the law requires the companion acts of tender of payment and consignation.
As to the effect of tender of payment on interest, noted civilist Arturo M. Tolentino explained as follows:
When a tender of payment is made in such a form that the creditor could have immediately realized payment if he had
accepted the tender, followed by a prompt attempt of the debtor to deposit the means of payment in court by way of
consignation, the accrual of interest on the obligation will be suspended from the date of such tender. But when the tender of
payment is not accompanied by the means of payment, and the debtor did not take any immediate step to make a
consignation, then interest is not suspended from the time of such tender. x x x x36 (Emphasis supplied)
Here, the subject letter merely states Lourdes willingness and readiness to pay but it was not accompanied by
payment. She claimed that she made numerous telephone calls to Atty. Carbon reminding the latter to collect her payment,
but, neither said lawyer nor Constancia came to collect the payment. After that, the spouses Bonrostro took no further
steps to effect payment. They did not resort to consignation of the payment with the proper court despite knowledge
that under the contract, non-payment of the installments on the agreed date would make them liable for interest
thereon. The spouses Bonrostro erroneously assumed that their notice to pay would excuse them from paying interest. Their
claimed tender of payment did not produce any effect whatsoever because it was not accompanied by actual
payment or followed by consignation. Hence, it did not suspend the running of interest. The spouses Bonrostro are
therefore liable for interest on the subject installments from the date of default until full payment of the sums of P300,000.00
and P330,000.00.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Petitioner did not, in other words, conceal the legal and practical situation from private respondent. We find no bad faith on the
part of petitioner.
Civil Law; Contracts; Article 1266 of the Civil Code is an exception to the principle of the obligatory force of contracts.It is a
fundamental rule that contracts, once perfected, bind both contracting parties, and obligations arising therefrom have the force
of law between the parties and should be complied with in good faith. But the law recognizes exceptions to the principle of the
obligatory force of contracts. One exception is laid down in Article 1266 of the Civil Code, which reads: The debtor in
obligations to do shall also be released when the prestation becomes legally or physically impossible without the fault of the
obligor.
Same; Same; Said article is applicable only to obligations to do and not to obligations to give.Petitioner cannot, however,
successfully take refuge in the said article, since it is applicable only to obligations to do, and not 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 s imple poss ession,
or in order to return it to its owner.
Same; Same; The obligation to pay rentals or deliver the thing in a contract of lease falls within the prestation to give; hence,
it is not covered within the scope of Article 1266.The obligation to pay rentals or deliver the thing in a contract of lease falls
within the prestation to give; hence, it is not covered within the s cope of Article 1266. At any rate, the unforeseen event and
causes mentioned by petitioner are not the legal or physical impossibilities contemplated in the said article. Besides, petitioner
failed to state specifically the circumstances brought about by the abrupt change in the political climate in the country except
the alleged prevailing uncertainties in government policies on infrastructure projects.
Same; Same; Under the theory of rebus sic stantibus, the parties stipulate in the light of certain prevailing conditions and once
these conditions cease to exist, the contract also ceases to exist.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 theory is said to be the basis of Article 1267 of the Civil Code, which
provides: ART. 1267. When the service has become so difficult as to be manifestly beyond the contemplation of the parties,
the obligor may also be released therefrom, in whole or in part.
Same; Same; Mere pecuniary inability to fulfill an engagement does not discharge a contractual obligation, nor does it
constitute a defense to an action for specific performance.Anent petitioners alleged poor financial condition, the same will
neither release petitioner from the binding effect of the contract of lease. As held in Central Bank v. Court of Appeals, cited by
private respondents, mere pecuniary inability to fulfill an engagement does not discharge a contractual obligation, nor does it
constitute a defense to an action for specific performance.
Held:
The MR should be GRANTED. While res judicata may bar questions on the validity of the sale in view of alleged insanity and
intimidation (and this point is no longer pressed by counsel for the petitioner) still the question of the right of legal redemption
has remained unresolved.. While the sale was originally executed sometime in December, 1969, it was only on February 3,
1974 when a "deed of conveyance" was formally executed. Since offer to redeem was made on March 24, 1975, this was
clearly
within
the
five-year
period
of
legal
redemption
allowed
by
the
Public
Land
Act.
Same; Same; The motive or particular purpose of a party in entering into a contract does not affect the validity nor existence of
the contract, except when the realization of such motive or particular purpose has been m ade a condition upon which the
contract is made to depend.With regard to the non-materialization of petitioners particular purpose in entering into the
contract of lease, i.e., to use the leased premises as a site of a rock crushing plant, the same will not invalidate the contract.
The cause or essential purpose in a contract of lease is the use or enjoyment of a thing. As a general principle, the motive or
particular purpose of a party in entering into a contract does not affect the validity nor existence of the contract; an exception is
when the realization of such motive or particular purpose has been made a condition upon which the contract is made to
depend. The exception does not apply here.
The allegation that the offer to redeem was not sincere, because there was no consignation of the amount in Court is devoid of
merit. The right to redeem is a RIGHT, not an obligation, therefore, there is no consignation required to preserve the right to
redeem.
Article 1267
Art. 1267. When the service has become so difficult as to be manifestly beyond the contemplation of the
parties, the obligor may also be released therefrom, in whole or in part. (n)
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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to and in violation of the primordial concepts of good faith, fairness and equity which should pervade all
human relations.
Issue:
W/N lessee can be allowed equitable reduction of the stipulated rentals? NO.
Petitioners insist that the worldwide increase in prices cited by respondent does not constitute a sufficient cause of action for
modification of the subdivision contract.
Rationale:
Performance is not excused by subsequent inability to perform, by unforeseen difficulties, by unusual or unexpected expenses,
by danger, by inevitable accident, by breaking of machinery, by strikes, by sickness, by failure of a party to avail himself of the
benefits to be had under the contract, by weather conditions, by financial stringency or bystagnation of business. Neither is
performance excused by the fact that the contract turns out to be hard and improvident, unprofitable, or impracticable, illadvised, or even foolish, or less profitable, unexpectedly burdensome.
Issue/Held:
Does the increase in prices constitute a sufficient cause of action of for modification of the subdivision contract? No.
Article 1680 is a special provision for leases of rural lands. No other legal provision makes it applicable to ordinary leases.
Even if the cited article were a general rule on lease, its provisions nevertheless do not extend to petitioners. One of its
requisites is that the cause of loss of the fruits of the leased property must be an "extraordinary and unforeseen fortuitous
event." The circumstances of the instant case fail to satisfy such requisite. As correctly ruled by the CA, the alleged causes for
the suspension of operations on the lines leased, namely, the high prices of spare parts and gasoline and the reduction of the
dollar allocations, "already existed when the contract of lease was executed". The cause of petitioners' inability to operate on
the lines cannot be ascribed to fortuitous events or circumstances beyond their control, but to their own voluntary desistance
Obviously, no reduction can be sustained on the ground that the operation of the leased lines was suspended upon the mere
speculation that it would yield no substantial profit for the lessee bus company. Petitioners' profits may be reduced due to
increase operating costs; but the volume of passenger traffic along the leased lines not only remains same but may even
increase as the tempo of the movement of population is intensified by the industrial development of the areas covered or
connected by the leased routes. Moreover, upon proper showing, the PSC might have granted petitioners an increase in rates,
as it has done so in several instances, so that public interest will always be promoted by a continuous flow of transportation
facilities to service the population and the economy. The citizenry and the economy will suffer by reason of any disruption i n
the transportation facilities.
Furthermore, we are not at all convinced that the lease contract brought no material advantage to the lessor for the period of
suspension. It must be recalled that the lease contract not only stipulated for the transfer of the lessor's right to operate the
lines covered by the contract, but also for a forbearance on the part of the lessor to operate transportation business along the
same lines - and to hold a certificate for that purpose. Thus, even if the lessee would not actually make use of the lessor's
certificates over the leased lines, the contractual commitment of the lessor not to operate on the lines would sufficiently insure
added profit to the lessees on account of the lease contract. In other words, the commitment alone of the lessor under the
contract would enable the lessees to reap full benefits therefrom since the commuting public would, after all, be forced - at
their inconvenience and prejudice
"(S)ince, by the lease, the lessee was to have the advantage of casual profits of the leased premises, he should run the hazard
of casual losses during the term and not lay the whole burden upon the lessor." (Reyes v. Caltex)
Militating further against a grant of reduction of the rentals to the petitioners is the petitioners' conduct which is not in accord
with the rules of fair play and justice. Petitioners, it must be recalled, promised to pay the accrued rentals in due time. Later,
however, when they believed they found a convenient excuse for escaping their obligation, they reneged on their earlier
promise. Moreover, petitioners' option to suspend operation on the leased lines appears malicious. Thus, Justice Esguerra,
speaking for the Court of Appeals, propounded the following questions: "If it were true that the cause of the suspension was
the high prices of spare parts, gasoline and needed materials and the reduction of the dollar allocation, why was it that only
plaintiff-appellee's certificate of public convenience was sought to be suspended? Why did not the defendants-appellants ask
for a corresponding reduction or suspension under their own certificate along the same route? Suppose the prices of the spare
parts and needed materials were cheap, would the defendants-appellants have paid more than what is stipulated in the lease
contract? We believe not. Hence, the suspension of operation on the leased lines was conceived as a scheme to lessen
operation costs with the expectation of greater profit."
Indeed, petitioners came to court with unclean hands, which fact militates against their plea for equity.
due to the increase in price of oil and its derivatives and the concomitant worldwide spiralling of prices,
which are not within the control of plaintiff, of all commodities including basis raw materials required for such
development work, the cost of development has risen to levels which are unanticipated, unimagined and not
within the remotest contemplation of the parties at the time said agreement was entered into and to such a
degree that the conditions and factors which formed the original basis of said contract, have been totally
changed;
further performance by the plaintiff under the contract will result in situation where defendants would be
unustly enriched at the expense of the plaintiff; will cause an inequitous distribution of proceeds from the
sales of subdivided lots in manifest actually result in the unjust and intolerable exposure of plaintiff to
implacable losses, all such situations resulting in an unconscionable, unjust and immoral situation contrary
Rationale:
ART. 1267 of the Civil Code:
When the service has become so difficult as to be manifestly beyond the contemplation of the parties, the
obligor may also be released therefrom, in whole or in part.
Respondent's complaint for modification of contract manifestly has no basis in law and therefore states no cause of action.
Under the particular allegations of respondent's complaint and the circumstances therein averred, the courts cannot even in
equity grant the relief sought.
While respondent court correctly cited in its decision the Code Commission's report giving the rationale for Article 1267 of the
Civil Code, to wit: [t]he general rule is that impossibility of performance releases the obligor. However, it is submitted that
when the service has become so difficult as to be manifestly beyond the contemplation of the parties, the court should be
authorized to release the obligor in whole or in part. The intention of the parties should govern and if it appears that the service
turns out to be so difficult as have been beyond their contemplation, it would be doing violence to that intention to hold the
obligor still responsible, the respondent court misapplied the same to respondent's complaint.
If respondent's complaint were to be released from having to comply with the subdivision contract, assuming it could show at
the trial that the service undertaken contractually by it had "become so difficult as to be manifestly beyond the contemplation of
the parties", then respondent court's upholding of respondent's complaint and dismissal of the petition would be justifiable
under the cited codal article. Without said article, respondent would remain bound by its contract under the prevailing doctrine
that performance therewith is not excused "by the fact that the contract turns out to be hard and improvident, unprofitable, or
unexpectedly burdensome", since in case a party desires to be excused from performance in the event of such contingencies
arising, it is his duty to provide it in the contract.
However, respondent's complaint seeks not release from the subdivision contract but that the court render judgment in
modifying the terms and conditions of the contract by fixing the proper shares that should pertain to the herein parties out of
the gross proceeds from the sales of subdivided lots of subject subdivision.
The cited article does not grant the courts this authority to remake, modify or revise the contract or to fix the division of shares
between the parties as contractually stipulated with the force of law between the parties, so as to substitute its own terms for
those covenanted by the parties themselves.
NAGA TELEPHONE V. CA, 230 SCRA 351
Facts:
In 1977, the parties entered into a contract for the use by petitioners in the operation of its telephone service the electric light
posts of private respondent in Naga City. In consideration therefor, petitioners agreed to install, free of charge, 10 telephone
connections for the use by private respondent. Said contract also provided that the term or period of the contract shall be as
long as the petitioner has need for the electric light posts. In 1989, private respondent filed with the RTC against petitioners for
reformation of the contract with damages, on the grounds that: 1) petitioners' use of the posts have become much heavier with
the increase in the volume of their subscribers; 2) petitioners have used 319 posts without any contract with it and that
petitioners had refused to pay private respondent rent despite demands; and 3) the poor servicing by petitioners of the 10
telephone units which had caused it great inconvenience and damages. The RTC ruled in favor of private respondents,
ordering the reformation of the contract, ruling 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. The CA affirmed the RTC decision but said that: (1) 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. Petitioners filed an MR but was
denied. Hence, the present petition. Petitioners assert that Article 1267 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/Held:
W/N Art. 1276 is applicable. YES.
Rationale:
Article 1267 speaks of "service" which 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, it is not a requirement thereunder that the contract be for future service with future
unusual change. According to Tolentino, 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. We, therefore, release the parties from their correlative obligations under the contract.
However, 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 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
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2. As to the damages: No Moral and exemplary damages:
Even if we assume that there was a breach of contract, damages cannot be awarded. Damnum absque injuria.
There was no bad faith. Bad faith does not simply connote bad judgment or negligence. It imports a dishonest purpose or
some moral obliquity and conscious doing of wrong. True, Guerrero borrowed equipment from the Subic Naval Base
authorities at zero cost. This does not automatically translate to bad faith. Guerrero was faced with the danger of the
cancellation of his contract with Subic Naval Base. He borrowed equipment as a prudent and swift alternative. There was no
proof that he resorted to this option with a deliberate and malicious intent to dishonor his contract with Victorino.
Neither can actual damages be awarded. To recover actual damages, the amount of loss must not only be capable of proof,
but must be proven with a reasonable degree of certainty. The claim must be premised upon competent proof or upon the best
evidence obtainable, such as receipts or other documentary proof.
Only the testimony of the broker was presented to substantiate petitioners' claim for unrealized profits. Not only is his
testimony self-serving, it is also hearsay.
Article 1270
Art. 1270. Condonation or remission is essentially gratuitous, and requires the acceptance by the
obligor. It may be made expressly or impliedly.
One and the other kind shall be subject to the rules which govern inofficious donations. Express
condonation shall, furthermore, comply with the forms of donation. (1187)
Facts:
On May 10,1979, the parties in this case entered into a Loan Agreement with Assumption of Solidary Liability whereby
petitioners were given a loan of P500,000.00 by private respondent. The contract provided for the payment of 12% annual
interest, 2% monthly penalty, 1 1/2% monthly service charge, and 10% attorney's fees. Denominated the first Industrial
Guarantee and Loan Fund (IGLF), the loan was secured by a chattel mortgage on the printing machinery in petitioners'
establishment.
Petitioners subsequently obtained a second IGLF loan evidenced by two promissory notes. For this purpose, a new loan
agreement was entered into by the parties containing identical provisions as the first one, except as to certain provisions.
Yam paid the first loan. After a few months, Manphil was placed under receivership. A partial payment was then made on the
second loan. Yam later wrote a letter to Manphil proposing to settle their obligation. However, Manphil replied with a counteroffer of reducing the penalty charges if the obligation is paid on or before a certain date.
Manphil sent 2 demand letters seeking the payment of the balance. As petitioners did not pay, a case was filed in court for the
collection or the foreclosure of the mortgages. Yam, on the other hand, contended that they fully paid their obligation when the
president of Manphil agreed to waive the penalties. This is the reason why according to them they only paid P410,854.47.
Petitioners added that this fact of full payment is reflected in the voucher accompanying the Pilipinas Bank check they issued,
which bore the notation "full payment of IGLF loan."
Issue:
WON Yam is liable for the payment of the penalties and service charges on their loan? YES
Ratio:
Art. 1270, par. 2 of the Civil Code provides that express condonation must comply with the forms of donation. Art. 748, par. 3
provides that the donation and acceptance of a movable, the value of which exceeds P5,000,00, must be made in writing,
otherwise the same shall be void. In this connection, under Art. 417, par. 1, obligations, actually referring to credits,l3 are
considered movable property. In the case at bar, it is undisputed than the alleged agreement to condone P266,196.88 of the
second IGLF loan was not reduced in writing.
Nonetheless, petitioners insist that the voucher covering the Pilipinas Bank check for P410,854.47, containing the notation that
the amount is in "full payment of IGLF loan," constitutes documentary evidence of such oral agreement. This contention is
without merit. The notation in "full payment of IGLF loan" merely states petitioners' intention in making the payment, but in no
way does it bind private respondent. It would have been a different matter if the notation appeared in a receipt issued by
respondent corporation, through its receiver, because then it would be an admission against interest. Indeed, if private
respondent really condoned the amount in question, petitioners should have asked for a certificate of full payment from
respondent corporation, as they did in the case of their first IGLF loan of P500,000.00.
Petitioners, however, contend that the Central Bank examiner assigned to respondent corporation, Cristina Destajo, signed the
voucher in question. Destajo claimed that, when she signed the voucher, she failed to notice the statement that the amount of
P410,854.47 was being given in "full payment of IGLF Loan." She said she merely took note of the amount and the check
number indicated therein. In any event, Destajo, by countersigning the voucher, did no more than acknowledge receipt of the
payment. She cannot be held to have ascented thereby to the payment in full of petitioners' indebtedness to private
respondent. It was obvious she had no authority to condone any indebtedness, her "issuing official receipts, preparing check
vouchers and documentation."
Article 1271
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Art. 1271. The delivery of a private document evidencing a credit, made voluntarily by the creditor to the
debtor, implies the renunciation of the action which the former had against the latter.
ISSUE/S
Whether or not there has been legal compensation.
If in order to nullify this waiver it should be claimed to be inofficious, the debtor and his heirs may uphold
it by proving that the delivery of the document was made in virtue of payment of the debt. (1188)
HELD
YES. It is the litigant, not his counsel, who is the judgment creditor and who may enforce the judgment by execution. Such
credit, therefore, may properly be the subject of legal compensation. Quite obviously it would be unjust to compel petitioner to
pay his debt for P500 when admittedly his creditor is indebted to him for more than P4,000.
The nature of the award of damages attorneys fees is that it is made in favor of the litigant, not of his counsel, and is
justified by way of indemnity for damages recoverable by the former in the cases enumerated in Article 2208 of the Civil Code.
Article 1278
Art. 1278. Compensation shall take place when two persons, in their own right, are creditors and
debtors of each other. (1195)
RATIO:
PNB's main thesis is that when it opened a savings account for ISABELA on March 9, 1979 in the amount of P 2M, it (PNB)
became indebted to ISABELA in that amount. So that when ISABELA itself subsequently came to be indebted to it on account
of ISABELA's breach of the terms of the Credit Agreement of October 13, 1977, and therefore ISABELA and PNB became at
the same time creditors and debtors of each other, compensation automatically took place between them, in accordance with
Article 1278 of the Civil Code. The amounts due from each other were, in its view, applied by operation of law to satisfy and
extinguish their respective credits. More specifically, the P2M owed by PNB to ISABELA was automatically applied in payment
and extinguishment of PNB's own credit against ISABELA. This having taken place, that amount of P2M could no longer be
levied on by any other creditor of ISABELA, as the ACEROS attempted to do in the case at bar, in order to satisfy their
judgment against ISABELA.
Article 1278 of the Civil Code does indeed provide that "Compensation shall take when two persons, in their own right, are
creditors and debtors of each other. " Also true is that compensation may transpire by operation of law, as when all the
requisites therefor, set out in Article 1279, are present. Nonetheless, these legal provisions cannot apply to PNB's advantage
under the circumstances of the case at bar.
The insuperable obstacle to the success of PNB's cause is the factual finding of the IAC, by which upon firmly established
rules even this Court is bound, that it has not proven by competent evidence that it is a creditor of ISABELA. The only
evidence present by PNB towards this end consists of two (2) documents marked in its behalf as Exhibits 1 and 2, But as the
IAC has cogently observed, these documents do not prove any indebtedness of ISABELA to PNB. All they do prove is that a
letter of credit might have been opened for ISABELA by PNB, but not that the credit was ever availed of (by ISABELA's foreign
correspondent MAN, or that the goods thereby covered were in fact shipped, and received by ISABELA.
PNB has however deposited an alternative theory, which is that the P2M deposit had been assigned to it by ISABELA as
"collateral," although not by way of pledge; that ISABELA had explicitly authorized it to apply the P2M deposit in payment of its
indebtedness; and that PNB had in fact applied the deposit to the payment of ISABELA's debt on February 26, 1980, in
concept of voluntary compensation. This second, alternative theory, is as untenable as the first.
In the first place, there being no indebtedness to PNB on ISABELA's part, there is in consequence no occasion to speak of any
mutual set-off, or compensation, whether it be legal, i.e., which automatically occurs by operation of law, or voluntary, i.e.,
which can only take place by agreement of the parties.
In the second place, the documents indicated by PNB as constitutive of the claimed assignment do not in truth make out any
such transaction.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Constitutional Law; Due Process; Lessees of a commercial building, not parties to the case and not afforded an opportunity to
be heard, cannot be ordered to pay rentals to a mortgagee of the building; Reasons.But, the respondent Judge exceeded
his jurisdiction in ordering or compelling the lessees of the said building, the RCA among others, to pay the rentals to the
respondent Corporation, without giving the lessees an opportunity to be heard. The said lessees are not parties to the case
between the lessor and the Marcelo Steel Corporation. The RCA, in particular, was not furnished with a copy of the motion of
the respondent Corporation, dated December 9, 1967, praying that an order be issued directing and/or authorizing the RCA
and other lessees to channel or pay directly to the said corporation the rents for the use of the Doa Petra Building, so that the
RCA was deprived of its day in court and precluded it from presenting the defenses that it has against the lessor. x x x The
said order clearly violated the constitutional provision against depriving a person of his property without due process of law.
Civil Law; Compensation; Compensation of debts arise even without proof of liquidation of claim, where the claim is
undisputed.Proof of the liquidation of a claim, in order that there be compensation of debts, is proper if such claim is
disputed. But, if the claim is undisputed, as in the case at bar, the statement is sufficient and no other proof may be required.
In the instant case, the claim of the RCA that Petra R. Farin has an outstanding obligation to the RCA in the amount of
P263,062.40 which should be compensated against the rents already due or may be due, was raised by the RCA in its motion
for the reconsideration of the order of December 23, 1967. A copy of said motion was duly furnished counsel for Petra R. Farin
and although the said Petra R. Farin subsequently filed a similar motion for the reconsideration of the order of December 23,
1967, she did not dispute nor deny such claim. Neither did the Marcelo Steel Corporation dispute such claim of compensation
in its opposition to the motion for the reconsideration of the order of December 23, 1967. The silence of Petra R. Farin,
although the declaration is such as naturally one to call for action or comment if not true, could be taken as an admission of the
existence and validity of such a claim. Therefore, since the claim of the RCA is undisputed, proof of its liquidation is not
necessary. At any rate, if the record is bereft of the proof mentioned by the respondent Judge of first instance, it is because the
respondent Judge did not call for the submission of such proof. Had the respondent Judge issued an order calling for proof,
the RCA would have presented sufficient evidence to the satisfaction of the court.
SOLINAP V. DEL ROSARIO, 123 SCRA 640
Civil Law; Obligations; Compensation, not a case of; For compensation to take place, both obligations must be certain and
liquidated; Mutual obligations of parties, not extinguished.Petitioner contends that respondent judge gravely abused her
discretion in not declaring the mutual obligations of the parties extinguished to the extent of their respective amounts. He relies
on Article 1278 of the Civil Code to the effect that compensation shall take place when two persons, in their own right, are
creditors and debtors of each other. The argument fails to consider Article 1279 of the Civil Code which provides that
compensation can take place only if both obligations are liquidated. In the case at bar, the petitioners claim against the
respondent Luteros in Civil Case No. 12379 is still pending determination by the court. While it is not for Us to pass upon the
merits of the plaintiffs cause of action in that case, it appears that the claim asserted therein is disputed by the Luteros on both
factual and legal grounds. More, the counterclaim interposed by them, if ultimately found to be meritorious, can defeat
petitioners demand. Upon this premise, his claim in that case cannot be categorized as liquidated credit which may properly
be set-off against his obligation. As this Court ruled in Mialhe vs. Halili, compensation cannot take place where ones claim
against the other is still the subject of court litigation. It is a requirement, for compensation to take place, that the amount
involved be certain and liquidated.
Article 1279
Art. 1279. In order that compensation may be proper, it is necessary:
(1) That each one of the obligors be bound principally, and that he be at the same time a principal
creditor of the other;
(2) That both debts consist in a sum of money, or if the things due are consumable, they be of the
same kind, and also of the same quality if the latter has been stated;
(3) That the two debts be due;
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The answer admitted the allegations of the complaint insofar as the invoices were concerned but presented as affirmative
defenses; [a] a debit memo for P22,200.00 as unrealized profit for a supposed commission that Silahis should have received
from de Leon for the sale of sprockets in the amount of P111,000.00 made directly to Dole Philippines, Incorporated by the
latter sometime in August 1975; and [b] Silahis' claim that it is entitled to return the stainless steel screen which was found
defective by its client, Borden International, Davao City, and to have the corresponding amount cancelled from its account with
de Leon.
ISSUE:
Whether or not private respondent is liable to the petitioner for the commission or margin for the direct sale which the former
concluded and consummated with Dole Philippines, Incorporated without coursing the same through herein petitioner.
Same; Same; Same; Requirement that debts ?nust be liquidated and demandable not yet been met since the validity ofthe
extrajudicial foreclosure and petitioners claim for deficiency still in question.It must be noted that Civil Case No. 83-19717 is
still pending consideration at the RTC Manila, for annulment of Sheriff s sale on extrajudicial foreclosure of private
respondent's property from which the alleged deficiency arose. (Annex"AA", Rollo, pp. 181-189). Therefore, the validity of the
extrajudicial foreclosure sale and petitioner's claim for deficiency are still in question, so much so that it is evident, that the
requirement of Article 1279 that the debts must be liquidated and demandable has not yet been met. For this reason, legal
compensation cannot take place under Article 1290 of the Civil Code.
RULING:
It must be remembered that compensation takes place when two persons, in their own right, are creditors and debtors to each
other. Article 1279 of the Civil Code provides that: "In order that compensation may be proper, it is necessary: [1] that each
one of the obligors be bound principally, and that he be at the same time a principal creditor of the other; [2] that both debts
consist in a sum of money, or if the things due are consumable, they be of the same kind, and also of the same quality if the
latter has been stated; [3] that the two debts be due; [4] that they be liquidated and demandable; [5] that over neither of them
there be any retention or controversy, commenced by third persons and communicated in due time to the debtor."
Undoubtedly, petitioner admits the validity of its outstanding accounts with private respondent in the amount of P22,213.75 as
contained in its answer. But whether private respondent is liable to pay the petitioner a 20% margin or commission on the
subject sale to Dole Philippines, Inc. is vigorously disputed. This circumstance prevents legal compensation from taking place.
Facts:
Ong entered into an Agreement of Purchase and Sale with the Robles spouses concerning two parcels of land in San
Antonio, Quezon. The contract price was for P2M, where Ong, as buyer, will make an initial payment of 600,000 and the
remaining balance to be paid in four quarterly installments. The initial payment was to be made by Ong to BPI to settle the loan
of the spouses (about almost 500,000) and the remaining amount (100,000) was paid to the spouses. Ong took possession of
the said parcels of land together with their improvements, including a rice mill and a piggery. The spouses undertook to deli ver
the titles upon full payment.
However, the post-dated checks issued by Ong for the installment payments were dishonored due to insufficiency of funds. To
make the matters worse, Ong was not able to fully pay the loan of the spouses with BPI so the latter threatened to foreclose
the mortgage. Thus, the spouses were compelled to sell three transformers of the rice mill with Ongs consent. Ong voluntarily
permitted the spouses to operate the rice mill.
The Court agrees with respondent appellate court that there is no evidence on record from which it can be inferred that there
was any agreement between the petitioner and private respondent prohibiting the latter from selling directly to Dole
Philippines, Incorporated. Definitely, it cannot be asserted that the debit memo was a contract binding between the parties
considering that the same, as correctly found by the appellate court, was not signed by private respondent nor was there any
mention therein of any commitment by the latter to pay any commission to the former involving the sale of sprockets to Dole
Philippines, Inc. in the amount of P111,000.00.
Indeed, such document can be taken as self-serving with no probative value absent a showing or at the very least an
inference, that the party sought to be bound assented to its contents or showed conformity thereto. Thus the questioned
decision of respondent appellate court is hereby affirmed.
Article 1285
The spouses then demanded from Ong the return of the properties, after which they filed for rescission and recovery of
properties with damages. During the pending of the suit, petitioner Ong introduced improvements on the property which
prompted the spouses to file for an injunction. The trial court ruled in favor of the spouses, which was affirmed on appeal.
ISSUES:
WON the contract entered into by the parties may be validly rescinded under Article 1191 of the New Civil Code; and
HELD:
A careful reading of the parties' "Agreement of Purchase and Sale" shows that it is in the nature of a contract to sell, as
distinguished from a contract of sale. In a contract of sale, the title to the property passes to the vendee upon the delivery
of the thing sold; while in a contract to sell, ownership is, by agreement, reserved in the vendor and is not to pass to the
vendee until full payment of the purchase price. In a contract to sell, the payment of the purchase price is a positive
suspensive condition, the failure of which is not a breach, casual or serious, but a situation that prevents the
obligation of the vendor to convey title from acquiring an obligatory force.
The promise of the spouses to sell was subject to the fulfillment of the suspensive condition of full payment of the purchase
price by the petitioner. Petitioner, however, failed to complete payment of the purchase price. The non-fulfillment of the
condition of full payment rendered the contract to sell ineffective and without force and effect. It must be stressed that the
breach contemplated in Article 1191 of the New Civil Code is the obligor's failure to comply with an obligation. Failure to pay,
in this instance, is not even a breach but merely an event which prevents the vendor's obligation to convey title from
acquiring binding force. Hence, the agreement of the parties in the case at bench may be set aside, but not because of
a breach on the part of petitioner for failure to complete payment of the purchase price. Rather, his failure to do so
brought about a situation which prevented the obligation of respondent spouses to convey title from acquiring an
obligatory force.
Art. 1285. The debtor who has consented to the assignment of rights made by a creditor in favor of a
third person, cannot set up against the assignee the compensation which would pertain to him against
the assignor, unless the assignor was notified by the debtor at the time he gave his consent, that he
reserved his right to the compensation.
If the creditor communicated the cession to him but the debtor did not consent thereto, the latter may
set up the compensation of debts previous to the cession, but not of subsequent ones.
If the assignment is made without the knowledge of the debtor, he may set up the compensation of all
credits prior to the same and also later ones until he had knowledge of the assignment. (1198a)
SESBRENO V. CA, 222 SCRA 466
Extinguishment of Obligation; Compensation may defeat assignees rights before notice of the assignment is given to the
debtor.In other words, petitioner notified Delta of his rights as assignee after compensation had taken place by operation of
law because the offsetting instruments had both reached maturity. It is a firmly settled doctrine that the rights of an assignee
are not any greater than the rights of the assignor, since the assignee is merely substituted in the place of the assignor and
that the assignee acquires his rights subject to the equitiesi.e., the defenseswhich the debtor could have set up against
the original assignor before notice of the assignment was given to the debtor. At the time that Delta was first put to notice of
the assignment in petitioners favor on 14 July 1981, DMC PN No. 2731 had already been discharged by compensation. Since
the assignor Philfinance could not have then compelled payment anew by Delta of DMC PN No. 2731, petitioner, as assignee
of Philfmance, is similarly disabled from collecting from Delta the portion of the Note assigned to him.
Article 1290
Art. 1290. When all the requisites mentioned in Article 1279 are present, compensation takes effect by
operation of law, and extinguishes both debts to the concurrent amount, even though the creditors and
debtors are not aware of the compensation. (1202a)
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ISSUE/S
Whether or not novation had taken place.
HELD
NO. Petition for Review is hereby GRANTED and Land Bank is not liable to pay interest to the Spouses Suarez.
Article 1291
Art. 1291. Obligations may be modified by:
(1) Changing their object or principal conditions;
(2) Substituting the person of the debtor;
(3) Subrogating a third person in the rights of the creditor. (1203)
The printed terms of the new bearer bonds were not novated by the notation the spouses inserted in LBP Forms 64 and Land
Bank was not thereby bound or obligated to pay a portion of the November 21, 1974-May 20, 1975 interest to the spouses.
None of the requirements of novation either of the subject matter of the bond agreement or of (partial) subrogation of the
creditor (obligee) thereunder, is visible in the instant case. Of equal importance is the fact that the unilateral notation of the
respondents was not inserted in the new bearer bond certificates. The mischief implicit in the (assumed) suggestion of the
spouses is plain to see.
No consent from Land Bank or its agent, nor of the third party transferee of the new bonds, was obtained in the undertaking.
The new terms were inserted by a unilateral notation done by the spouses on the LBP Forms 64. The notation apportioned
the interest from November 21, 1974 to May 20, 1975 between the spouses (from November 21, 1974 to March 17, 1975 or
P11,877.24) and the third party transferees (from March 18, 1975 to May 20, 1975 or P6,822.96). This was done without the
consent of either Land Bank or the unknown third party transferee.
Secondly, petitioner Land Bank did not really reject the demand absolutely and unconditionally. What the Land Bank required
respondent spouses to do on May 20, 1975 was to produce the relevant bond certificates, then already in bearer form.
Thirdly, the was no negligence on the part of Land Banks agent in approving the LBP Form 64 and failing to cross out the
notation made by the spouses Suarez as it was an undertaking done by the spouses and not by the Bank. Further, the
defense of estoppel due to the allegedly negligent acts of Land Bank Manager Bajada cannot be raised by the spouses thus
against the government. In view of the critical role of petitioner Land Bank, in the governments Operation Land Transfer and
its program of land reform generally, the Land Bank was exercising functions indubitably governmental in nature and
accordingly must be deemed part of the government so far as concern the application of the rule that the government is not
estopped by the negligence of its officers or agents.
Any negligence, emphasized the SC, must be laid at the door of the spouses Suarez for their formulation of the notation. If that
notation had been formulated with the specificity and clarity necessary to convey the meaning they now pretend it had, this
prolonged litigation would in all probability have been avoided. Of course, if the notation had clearly and specifically stated that
the Land Bank was being instructed and required to withhold from the holder of new bearer bonds a certain portion of the
interest that on May 20, 1975 the Land Bank was explicitly bound under the terms of the new bonds to pay to such holder, and
to pay such interest to the respondents Suarez instead, Mr. Bajada would, in all probability too, have expressly rejected such
instruction and manually cancelled the notation.
Moreover, the Land Bank Regulations or Implementing Guidelines or Procedures on The Processing/Payment of Interest on
LBP Bonds promulgated pursuant to an express statutory grant of authority to the Land Bank, are binding not only upon
officers and employees of the Land Bank but also upon holders or owners of Lank Bank bonds and other members of the
general public who have to deal with the Land Bank in respect of its bonds. They cannot be modified, nor exemption therefrom
demanded, by a bond holder, and certainly not by a prior bond holder, without the consent of the Land Bank.
On 20 May 1975, the first interest payment date after the conversion, Sps. Suarez demanded from the Bank the payment of
P11,877.24 representing that part of the accrued interest on the three (3) registered bonds formerly held by them which
corresponded to the period from 21 November 1974 to 17 March 1975. The Bank declined to honor the demand when Sps
Suarez refused or failed to present the Bearer Bond Certificates as required by Land Bank Implementing Guidelines and
Procedures on The Processing Payment of Interest on LBP Bonds.
The spouses Suarez proper remedy was to file an action against the first bearer to whom respondents delivered the bonds to
enforce their presumed agreement concerning the allocation as between them of the interest pertaining to the period from
November 21, 1974 to May 20, 1975, and not to insist that the Bank be doubly liable for interest to both spouses Suarez and
the third party bearer of the notes.
On 10 November 1975, Sps Suarez filed a complaint with the then Manila CFI to compel payment by the Bank of the claimed
amount of
interest on the registered bonds previously held by them.
The RTC ruled for the spouses and ordered the Land Bank to pay the sum of P11,877.24 as accrued interest on the bonds
from 21 November 1974 to 17 March 1975 at six percent (6%) until fully paid plus P4,000.00 as attorneys fees and to pay
costs of suit.
On appeal, the Court of Appeals affirmed the decision of the trial court. The appellate court held that the Bank was bound by
the notation inserted by the respondents Suarez in the LBP Forms 64 because the Bank knew and in fact had approved the
transfer of the bonds to third persons. MR was denied.
Present Petition for Review was filed by the Bank to the SC.
The Bank argues that the unilateral notation made by the spouses on the LBP Form 64 does not bind it.
Respondent spouses Suarez contend that the Implementing Guidelines or Procedures of the Land Bank cannot prevail over
the notation they caused to be written into the LBP Forms 64; and that petitioner is estopped from disclaiming any liability for
the payment of the claimed interest, which liability it had implicitly accepted when it signed the LBP Forms 64 with knowledge
of the existence of the notation and without any objection on its part.
Spouses Suarez argue that novation had taken place in respect of their bonds when they had their registered bonds
converted into bearer bonds: their notation in the LBP Forms 64 novated the printed terms of the new bearer bonds and
obligated Land Bank to pay a portion of the November 21, 1974May 20, 1975 interest not to the holder or bearer of such
bonds (as required by the terms thereof) but rather to the spouses Suarez.
Obligations; Novation; Requisites.Admittedly, in order that a novation can take place, the concurrence of the following
requisites is indispensable: 1. there must be a previous valid obligation; 2. there must be an agreement of the parties
concerned to a new contract; 3. there must be the extinguishment of the old contract; and 4. there must be the validity of the
new contract.
Same; Same; Same; The absence of a new contract extinguishing the old one destroys any possibility of novation by
conventional subrogation.Upon the facts shown in the record, there is no doubt that the last three essential requisites of
novation are wanting in the instant case. No new agreement for substitution of creditor was forged among the parties
concerned which would take the place of the preceding contract. The absence of a new contract extinguishing the old one
destroys any possibility of novation by conventional subrogation.
Same; Same; Same; Novation by substitution of creditor requires an agreement among the three parties concernedthe
original creditor, the debtor and the new creditor.In concluding that a novation took place, the respondent court relied on the
two letters dated March 19, 1991, which, according to it, formalized petitioners and respondent Eleazars agreement that
BERMIC would directly settle its obligation with the real owners of the fundsthe AFP-MBAI and DECS-IMC. Be that as it may,
a cursory reading of these letters, however, clearly and unmistakably shows that there was nothing therein that would evince
that respondent AFP-MBAI agreed to substitute for the petitioner as the new creditor of respondent Eleazar in the contract of
loan. It is evident that the two letters merely gave respondent Eleazar an authority to directly settle the obligation of petitioner
to AFP-MBAI and DECS-IMC. It is essentially an agreement between petitioner and respondent Eleazar only. There was no
mention whatsoever of AFP-MBAIs consent to the new agreement between petitioner and respondent Eleazar much less an
indication of AFP-MBAIs intention to be the substitute creditor in the loan contract. Well settled is the rule that novation by
substitution of creditor requires an agreement among the three parties concernedthe original creditor, the debtor and the
new creditor. It is a new contractual relation based on the mutual agreement among all the necessary parties. Hence, there is
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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never presumed;
the change brought about by any subsequent agreement is merely incidental to the main obligation (e.g., a change
in interest rates or an extension of time to pay; in this instance, the new agreement will not have the effect of
extinguishing the first but would merely supplement it or supplant some but not all of its provisions.)
Implied novation
the acts of the parties must clearly demonstrate their intent to dissolve the old obligation as the moving consideration
for the emergence of the new one.
necessitates that the incompatibility between the old and new obligation be total on every point such that the old
obligation is completely superseded by the new one.
The test of incompatibility is whether they can stand together, each one having an independent existence; if they
cannot and are irreconcilable, the subsequent obligation would also extinguish the first.
The obligation to pay a sum of money is not novated by an instrument that expressly recognizes the old, changes only the
terms of payment, adds other obligations not incompatible with the old ones or the new contract merely supplements the old
one.
The extension of the 45 day credit did not novate the obligation to extinguish it because
a.
1. it wasnt incompatible with the 30% provision
b.
2. there was no intention to supersede the contract
45 day extension was precisely to revive the application of the contract since it expired without the obligation having been
fulfilled.
Besides, there was no waiver. A waiver is a voluntary and intentional relinquishment or abandonment of a known legal right or
privilege. A waiver must be couched in clear and unequivocal terms which leave no doubt as to the intention of a party to give
up a right or benefit which legally pertains to him.
Nonetheless, the interest should be 24%.Betonval sent FSI a statement of account with 24% interest + this was impliedly
accepted by FSI when it sent a proposed schedule of payments with the same 24% interest. FSI is thus estopped from
claiming that there was NO interest. (So in effect what happened was merely a modificatory novation, not an extinctive
novation.)
*12% interest after finality of decision is correct = it is treated as a forbearance of credit.
Article 1292
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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For failure to pay, the sheriff levied on the properties of respondent. However, Gabriel filed a motion to suspend the execution
sale on the ground that there is payment of the judgment obligation. The lower court ruled that novation had taken place, and
that the parties had executed the chattel mortgage only "to secure or get better security for the judgment.
The appellate court stated that there are circumstances that sufficiently demonstrate the incompatibility between the judgment
debt and the obligation embodied in the deed of chattel mortgage, warranting a conclusion of implied novation.
Issue:
WON the subsequent agreement of the parties as embodied in the deed of chattel mortgage impliedly novated the judgment
obligation in the case? NO
Ratio:
Where the new obligation merely reiterates or ratifies the old obligation, although the former effects but minor alterations or
slight modifications with respect to the cause or object or conditions of he latter, such changes do not effectuate any
substantial incompatibility between the two obligations Only those essential and principal changes introduced by the new
obligation producing an alteration or modification of the essence of the old obligation result in implied novation. In the case at
bar, the mere reduction of the amount due in no sense constitutes a sufficient indictum of incompatibility, especially in the light
of (a) the explanation by the petitioner that the reduced indebtedness was the result of the partial payments made by the
respondent before the execution of the chattel mortgage agreement and (b) the latter's admissions bearing thereon.
At best, the deed of chattel mortgage simply specified exactly how much the respondent still owed the petitioner by virtue of
the judgment in civil case 27116. The parties apparently in their desire to avoid any future confusion as to the amounts already
paid and as to the sum still due, decoded to state with specificity in the deed of chattel mortgage only the balance of the
judgment debt properly collectible from the respondent. All told, therefore, the first circumstance fails to satisfy the test of
substantial and complete incompatibility between the judgment debt an the pecuniary liability of the respondent under the
chattel mortgage agreement.
We see no substantial incompatibility between the mortgage obligation and the judgment liability of the respondent sufficient to
justify a conclusion of implied novation. The stipulation for the payment of the obligation under the terms of the deed of chattel
mortgage serves only to provide an express and specific method for its extinguishment - payment in two equal installments.
The chattel mortgage simply gave the respondent a method and more time to enable him to fully satisfy the judgment
indebtedness. The chattel mortgage agreement in no manner introduced any substantial modification or alteration of the
judgment. Instead of extinguishing the obligation of the respondent arising from the judgment, the deed of chattel mortgage
expressly ratified and confirmed the existence of the same, amplifying only the mode and period for compliance by the
respondent.
The defense of implied novation requires clear and convincing proof of complete incompatibility between the two obligations. 2
The law requires no specific form for an effective novation by implication. The test is whether the two obligations can stand
together. If they cannot, incompatibility arises, and the second obligation novates the first. If they can stand together, no
incompatibility results and novation does not take place.
We do not see any substantial incompatibility between the two obligations as to warrant a finding of an implied novation. Nor
do we find satisfactory proof showing that the parties, by explicit terms, intended the full discharge of the respondent's liability
under the judgment by the obligation assumed under the terms of the deed of chattel mortgage so as to justify a finding of
express novation.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Same; Same; Same; Indemnity clauses held enforceable and not against any public policy.The last issue can be disposed of
quickly, Clauses (b) and (c) of the Indemnity Agreements (quoted above) allow R & B Surety to recover from petitioners even
before R & B Surety shall have paid the PNB. We have previously held similar indemnity clauses to be enforceable and not
violative of any public policy. The petitioners lose sight of the fact that the Indemnity Agreements are contracts of
indemnification not only against actual loss but against liability as well. While in a contract of indemnity against loss an
indemnitor will not be liable until the person to be indemnified makes payment or sustains loss, in a contract of indemnity
against liability, as in this case, the indemnitors liability arises as soon as the liability of the person to be indemnified has
arisen without regard to whether or not he has suffered actual loss. Accordingly, R & B Surety was entitled to proceed against
petitioners not only for the partial payments already made but for the full amount owed by PAGRICO to the PNB.
Civil Law; Novation; Novation is never presumed but must be explicitly stated; No novation in the absence of explicit novation
or incompatibility on every point between the old and the new agreements of the parties; Case at bar.It is elementary that
novation is never presumed; it must be explicitly stated or there must be manifest incompatibility between the old and the new
obligations in every aspect. x x x In the case at bar there is nothing in the May 14, 1982, agreement which supports the
petitioners contention. There is neither explicit novation nor incompatibility on every point between the old and the new
agreements.
Civil Law; Mortgage; Consolidation of Ownership; Subsequent mutual agreements and actions of petitioners and private
respondents allowing the former extension of time to pay their obligation and in installment novated and amended the period of
payment decreed by the trial court in its judgment by compromise.The fact therefore remains that the amount of P84,000.00
payable on or before May 15, 1981 decreed by the trial court in its judgment by compromise was novated and amended by the
subsequent mutual agreements and actions of petitioners and private respondents. Petitioners paid the aforestated amount on
an installment basis and they were given by private respondents no less than eight extensions of time to pay their obligation.
These transactions took place during the pendency of the motion for reconsideration of the Order of the trial court dated April
26, 1983 in Civil Case No. U-3501, during the pendency of the petition for certiorari in AC-G.R. SP 01307 before the
Intermediate Appellate Court and after the filing of the petition before Us. This answers the claim of the respondents on the
failure of the petitioners to present evidences ot proofs of payment in the lower court and the appellate court.
Civil Law; Obligations and Contracts; Novation defined.Novation is the extinguishment of an obligation by the substitution or
change of the obligation by a subsequent one which terminates it, either by changing its object or principal conditions, or by
substituting a new debtor in place of the old one, or by subrogating a third person to the rights of the creditor. Novation through
a change of the object or principal conditions of an existing obligation is referred to as objective (or real) novation. Novation by
the change of either the person of the debtor or of the creditor is described as subjective (or personal) novation. Novation may
also be both objective and subjective (mixed) at the same time. In both objective and subjective novation, a dual purpose is
achievedan obligation is extinguished and a new one is created in lieu thereof.
Civil Law; Obligations; Novation; When does novation take place; Novation is never presumed.Novation takes place when
the object or principal condition of an obligation is changed or altered. It is elementary that novation is never presumed; it must
be explicitly stated or there must be manifest incompatibility between the old and the new obligations in every aspect (Goni v.
CA, 144 SCRA 223 [1986]; National Power Corp. v. Dayrit, 125 SCRA 849 [1983]).
Same; Same; Same; Novation is never presumed.If objective novation is to take place, it is imperative that the new
obligation expressly declare that the old obligation is thereby extinguished, or that the new obligation be on every point
incompatible with the old one. Novation is never presumed: it must be established either by the discharge of the old debt by
the express terms of the new agreement, or by the acts of the parties whose intention to dissolve the old obligation as a
consideration of the emergence of the new one must be clearly discernible.
Same; Same; Same; If old debtor is not released, no novation occurs and the third person who assumed the obligation
becomes a codebtor or surety or a co-surety.Again, if subjective novation by a change in the person of the debtor is to occur,
it is not enough that the juridical relation between the parties to the original contract is extended to a third person. It is essential
that the old debtor be released from the obligation, and the third person or new debtor take his place in the new relation. If the
old debtor is not released, no novation occurs and the third person who has assumed the obligation of the debtor becomes
merely a co-debtor or surety or a co-surety.
Same; Same; Same; Novation is not implied when the parties to the new obligation expressly negated the lapsing of the old
obligation.Neither can the petitioners anchor their defense on implied novation. Absent an unequivocal declaration of
extinguishment of a pre-existing obligation, a showing of complete incompatibility between the old and the new obligation (and
nothing else) would sustain a finding of novation by implication. But where, as in this case, the parties to the new obligati on
expressly recognize the continuing existence and validity of the old one, where, in other words, the parties expressly negated
the lapsing of the old obligation, there can be no novation. The issue of implied novation is not reached at all.
Same; Same; Same; Article 2079 of the Civil Code, not applicable; Case at bar.The Indemnity Agreement speaks of the
several indemnitors apply[ing] jointly and severally (in solidum) to the [R & B Surety]to become SURETY upon a SURETY
BOND demanded by and in favor of [PNB] in the sum of [P400,000.00] for the faithful compliance of the terms and conditions
set forth in said SURETY BOND. This part of the Agreement suggests that the indemnitors (including the petitioners) would
become co-sureties on the Security Bond in favor of PNB. The record, however, is bereft of any indication that the petitionersindemnitors ever in fact became cosureties of R & B Surety vis-a-vis the PNB. The petitioners, so far as the record goes,
remained simply indemnitors bound to R & B Surety but not to PNB, such that PNB could not have directly demanded payment
of the Principal Obligation from the petitioners. Thus, we do not see how Article 2079 of the Civil Codewhich provides in part
that [a]n extension granted to the debtor by the creditor without the consent of the guarantor extinguishes the guaranty
could apply in the instant case. The petitioner-indemnitors are, as it were, secondtier parties so far as the PNB was concerned
and any extension of time granted by PNB to any of the first-tier obligors (PAGRICO, R & B Surety and the trustor[s]) could not
prejudice the second-tier parties.
Same; Same; Same; Same; Theory behind Art 2079 is that an extension of time given to the principal debtor by the creditor
without the suretys consent would deprive the latter of his right to pay the creditor and to be immediately subrogated to the
creditors remedies against the principal debtor upon original maturity.The theory behind Article 2079 is that an extension of
time given to the principal debtor by the creditor without the suretys consent would deprive the surety of his right to pay the
creditor and to be immediately subrogated to the creditors remedies against the principal debtor upon the original maturity
date. The surety is said to be entitled to protect himself against the contingency of the principal debtor or the indemnitors
becoming insolvent during the extended period. The underlying rationale is not present in the instant case.
Same; Same; Same; Absence of existence of an explicit novation nor incompatibility between the old and the new
agreements.In the case at bar, there is nothing in the Real Estate Mortgage which supports appellants submission. The
contract on its face does not show the existence of an explicit novation nor incompatibility on every point between the old and
the new agreements as the second contract evidently indicates that the same was executed as new additional security to the
chattel mortgage previously entered into by the parties.
Same; Same; Same; Novation was not intended in the case at bar as the real estate mortgage was taken as additional
security for the performance of the contract.It is clear, therefore, that a novation was not intended. The real estate mortgage
was evidently taken as additional security for the performance of the contract (Bank of P.I. v. Herrige, 47 Phil. 57).
BROADWAY CENTRUM V. TROPICAL HUT, 224 SCRA 302
Civil Law; Contracts; Novation; Novation is the extinguishment of an obligation by the substitution of that obligation with a
subsequent one which terminates it.We start with the basic conception that novation is the extinguishment of an obligation
by the substitution of that obligation with a subsequent one, which terminates it, either by changing its object or principal
conditions or by substituting a new debtor in place of the old one, or by subrogating a third person to the rights of the creditor.
Novation through a change of the object or principal conditions of an existing obligation is referred to as objective (or real)
novation. Novation by the change of either the person of the debtor or of the creditor is described as subjective (or personal)
novation. Novation may also be objective and subjective (mixed) at the same time. In both objective and subjective novation, a
dual purpose is achievedan obligation is extinguished and a new one is created in lieu thereof.
Same; Same; Same; If objective novation is to take place, it is essential that the new obligation expressly declare that the old
obligation is to be extinguished or that new obligation be on every point incompatible with the old one.If objective novation is
to take place, it is essential that the new obligation expressly declare that the old obligation is to be extinguished, or that new
obligation be on every point incompatible with the old one. Novation is never presumed; it must be established either by the
discharge of the old debt by the express terms of the new agreement, or by the acts of the parties whose intention to dissolve
the old obligation as a consideration of the emergence of the new one must be clearly manifested. It is hardly necessary to add
that the rule that novation is never presumed, is not avoided by merely referring to partial novation. The will to novate, whether
totally or partially, must appear by express agreement of the parties, by their acts which are too clear and unequivocal to be
mistaken.
Same; Same; Same; The letter-agreement of 20 April 1982 did not constitute a novation whether partial or total of the 28
November 1980 Contract of Lease between Broadway and Tropical.We conclude that the Court of Appeals fell into
reversible error when it affirmed the decision of the trial court. We believe and so hold that the letter-agreement of 20 April
1982 did not constitute a novation, whether partial or total, of the 28 November 1980 Contract of Lease between Broadway
and Tropical.
AJAX MARKETING V. CA, 248 SCRA 222
Civil Law; Obligations and Contracts; Novation; Novation is the extinguishment of an obligation by the substitution or change of
the obligation by a subsequent one which extinguishes or modifies the first, either by changing the object or principal
conditions, or by substituting another in place of the debtor, or by subrogating a third person in the rights of the creditor.
Basic principles on novation need to be stressed at the outset. Novation is the extinguishment of an obligation by the
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asked for the owners duplicate copy of the 7 titles of the land but Nerissa Cruz refused to give such title. The Malolos couple
then asked the court to declare the titles null and void. The other Cruz children then moved for intervention by alleging that
they are co-owners of the land. The court then issued an order directing the surrender of the titles and annotation of the
interests of the Malolos.
A case was then subsequently filed by the Cruzes for the partition of the lands in question.
Issue:
WON the Deed of Partial Partition was cancelled or novated by the MOA? NO NOVATION
Ratio:
The foregoing provision in the MOA does not novate, much less cancel, the earlier DPP. Novation, one of the modes of
extinguishing an obligation, requires the concurrence of the following: (1) there is a previous valid obligation; (2) the parties
concerned agree to a new contract; (3) the old contract is extinguished; and (4) there is a valid new contract. Novation may be
express or implied. Article 1292 of the Code provides: In order that an obligation may be extinguished by another which
substitutes the same, it is imperative that it be so declared in unequivocal terms [express novation], or that the old and new
obligations be on every point incompatible with each other [implied novation].
Tested against the foregoing standards, petitioners stance is shattered to pieces. The stipulation that the petitioners and
Spouses Tamayo were co-owners was merely the introductory part of the MOA.
Following the above-quoted stipulation is a statement that the subject parcels of land had in fact been partitioned, but that the
former co-owner intended to share with petitioners the proceeds of any sale of said land.
The MOA falls short of producing a novation, because it does not express a clear intent to dissolve the old obligation as a
consideration for the emergence of the new one. Likewise, petitioners fail to show that the DPP and the MOA are materially
and substantially incompatible with each other. Petitioners admit that, under the MOA, they and the Tamayo spouses agreed
to equally share in the proceeds of the sale of the lots. Indeed, the DPP granted title to the lots in question to the co-owner to
whom they were assigned, and the MOA created an obligation on the part of such co-owner to share with the others the
proceeds of the sale of such parcels. There is no incompatibility between these two contracts.
Verily, the MOA cannot be construed as a repudiation of the earlier DPP. Both documents can exist together and must be so
interpreted as to give life to both.
All in all, the basic principle underlying this ruling is simple: when the text of a contract is explicit and leaves no doubt as to its
intention, the court may not read into it any intention that would contradict its plain import. The hornbook rule on interpretation
of contracts gives primacy to the intention of the parties, which is the law among them. Ultimately, their intention is to be
deciphered not from the unilateral post facto assertions of one of the parties, but from the language used in the contract. And
when the terms of the agreement, as expressed in such language, are clear, they are to be understood literally, just as they
appear on the face of the contract.
Indeed, the legal effects of a contract are determined by extracting the intention of the parties from the language they used and
from their contemporaneous and subsequent acts. This principle gains more force when third parties are concerned. To
require such persons to go beyond what is clearly written in the document is unfair and unjust. They cannot possibly delve into
the contracting parties minds and suspect that something is amiss, when the language of the instrument appears clear and
unequivocal.
Article 1293
Art. 1293. Novation which consists in substituting a new debtor in the place of the original one, may be
made even without the knowledge or against the will of the latter, but not without the consent of the
creditor. Payment by the new debtor gives him the rights mentioned in Articles 1236 and 1237. (1205a)
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require that a particular party be chargeable with a prestation or undertaking to give or to deliver or to do or to render
some service. It is an indispensable requisite though that such a provision, thus in fact exists. There must be
a showing to that effect. As early as 1909 in Pelayo v. Lauron, Court through Justice Torres, categorically declared: "Obligation
arising from law are not presumed." For in the language of Justice Street in Leung Ben v. O'Brien, a 1918 decision, such an
obligation is "a creation of the positive law." They are ordinarily traceable to code or statute. It is true though, as noted in
the motion for reconsideration following People v. Que Po Lay, that a Central Bank circular may have the force and effect of
law, especially when issued in pursuance of its quasi-legislative power. That of itself, however, is no justification to conclude
that it has thereby assumed an obligation.
CAPITOL MEDICAL CENTER V. CA, 178 SCRA 493
Contracts; Manual of Regulations for Private School; Once a student is accepted for enrollment in a given course, the school
may not expel him or refuse to re-enroll him until he completes his course except when he is academically deficient or has
violated the rules of discipline.The meaning of this provision is that the school, after having accepted a student for
enrollment in a given course may not expel him or refuse to re-enroll him until he completes his course, except when he is
academically deficient or has violated the rules of discipline. He is presumed to be qualified to study there for the entire period
it will take to complete his course.
Same; Same; There is no contract between the student and the school for the latter to remain open for the entire duration of
his course.However, there is no contract between him and the school for the latter to remain open for the entire duration of
his course.
Same; Same; Same; The contract between the college and a student who is enrolled and pays the fees for a semester is for
the entire semester only, not for the entire course.The contract between the college and a student who is enrolled and pays
the fees for a semester, is for the entire semester only, not for the entire course. The law does not require a school to see a
student through to the completion of his course. If the school closes or is closed by proper authority at the end of a semester,
the student has no cause of action for breach of contract against the school.
Same; Same; Same; Same; Court cannot sanction the order of the lower court which gave aid and comfort to the students who
paralyzed the operation of the school by their mass actions forcing it to shut down altogether.If in Alcuaz, this Court
recognized the right of the school to refuse admission to students guilty of breaches of discipline, and of the peace, its right to
close when the entire faculty and student population have boycotted their classes, may not be denied. The irony for the school
in this case is that it was forced to close by student action, and is now being forced to reopen by student action also, assi sted
by the lower court. We cannot sanction the order of the lower court which gave aid and comfort to the students who paralyzed
the operation of the school by their mass actions forcing it to shut down altogether. We cannot approve a situation which would
place a school at the mercy of its students.
Same; Same; Same; Same; Same; Lower court gravely abused its discretion in compelling the CMCC to reopen and re-admit
the striking students for enrollment in the second semester of their courses.We, therefore, hold that the lower court gravely
abused its discretion in compelling the CMCC to reopen and re-admit the striking students for enrollment in the second
semester of their courses. Since their contracts with the school were terminated at the end of the first semester of 1987, and
as the school has already ceased to operate, they have no clear legal right to re-enroll and the school has no legal obligation
to reopen and re-admit them. No provision in the Education Act of 1982, nor in the Manual of Regulations for Private Schools
can be, or has been, cited to support the novel view that a school is obligated to remain open until its students have completed
their courses therein. Indeed, neither is there a law or rule that obligates a student who has enrolled in a school, to remai n
there until he finishes his course. On the contrary he may transfer at any time to any school that is willing to accept him.
Same; Since a contract creates reciprocal rights and obligations, the obligation of a school to educate a student would imply a
corresponding obligation on the part of the student to study and obey the rules and regulations of the school.But even if it
can be supposed that the enrollment of a student creates an implied binding contract with the school to educate him for the
entire course, since a contract creates reciprocal rights and obligations, the obligation of the school to educate a student would
imply a corresponding obligation on the part of the student to study and obey the rules and regulations of the school. When
students breach that supposed contract by refusing to attend their classes, preferring to take to the streets to mount a noisy
demonstration against their school, the latter may cancel the contract and close its doors. Its action would neither be arbitrary
nor unfair.
Article 1306
Art. 1306. The contracting parties may establish such stipulations, clauses, terms and conditions as they
may deem convenient, provided they are not contrary to law, morals, good customs, public order, or
public policy. (1255a)
Facts:
PLDT and RCA Communications, an American company authorized to transact business in the Phils, entered into an
agreement whereby tel. msgs coming from the US and received by RCAs domestic station could automatically be
transferred to PLDT and vice versa
Contracting parties agreed to divide tolls as follows: 30% to PLDT, 70% to RCA
Contract contained a stipulation that either party could terminate the contract w/in a 24-month notice.
Soon after its creation in 1947, Bureau of Telecommunications, a branch of gov, rented trunk lines of PLDT to enable
gov offices to call private parties. Their agreement stated that public use of the service would be prohibited.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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BOT then entered into an agreement w/ RCA for a service where BOT would convey radio-telephone calls received by
RCAs station to and from local residents.
PLDT complained that BOT violated the conditions of the agreement, by providing services not only to government
officers but also to the public and private persons, competing with the business of PLDT.
It gave notice that it would server tel connections if violations were not stopped. When it received no reply, PLDT
disconnected trunk lines, resulting in the isolation of the Phils in telephone services from the rest of the world, save the
US.
Republic filed a complaint against PLDT to restrain severance of tel connections
Issue:
W/n PLDT could be compelled to enter into a contract with Republic
Held/ Ratio:
No, PLDT cannot be compelled. But gov can exercise power of eminent domain.
Parties cannot be coerced to enter into a contract where no agreement is had between them as to the principal
terms and conditions of the contract. Freedom to stipulate such terms and conditions is of the essence of our
contractual system, and by express provision of the statute, a contract may be annulled if tainted by violence,
intimidation, or undue influence (Articles 1306, 1336, 1337, Civil Code of the Philippines).
HOWEVER, while the Republic may not compel the PLDT to celebrate a contract with it, the Republic may, in the
exercise of the sovereign power of eminent domain, require the telephone company to permit interconnection of the
government telephone system and that of the PLDT, as the needs of the government service may require, subject to the
payment of just compensation to be determined by the court.
th
The whole amount of tuition fees that Cui paid to Arellano was refunded to him from the 1 to the last semester of 4 year, in
total P1,033.87. When he graduated from Abad Santos, he applied to take the Bar. In order to take it, he needed the
transcripts of records from Arellano and he petitioned the latter to issue him the needed transcripts. Arellano refused after he
had paid back the P1,033 87 which defendant refunded to him as above stated. As he could not take the bar examination
without those transcripts, Cui paid to Arellano the said sum under protest. This is the sum which plaintiff seeks to recover from
defendant in this case.
Before Cui was given the scholarship grants, he was made to sign the ff contract:
"In consideration of the scholarship granted to me by the University, I hereby waive my right to transfer to another school
without having refunded to the University (defendant) the equivalent of my scholarship cash.
In 1949, the Director of Private Schools issued Memorandum No. 38 regarding SCHOLARSHIP ADDRESSED TO all heads
of private schools, colleges and universities, which said: [b]ut to stipulate the condition that such scholarships are good only if
the students concerned continue in the same school nullifies the principle of merit in the award of these scholarships; When
students are given full or partial scholarships, it is understood that such scholarships are merited and earned. The amount i n
tuition and other fees corresponding to these scholarships should not be subsequently charged to the recipient students when
they decide to quit school or to transfer to another institution.
Arellano received this memorandum and the Bureau of Private Schools upheld Cuis position that he had the right to secure
his transcript without having to refund the tuition. Arellano still refused, and even said to issue an official order requiring them
to do so, so that it may be brought up to court.
ISSUE:
Whether the provisions of the contract is valid? NO
RATIO:
The court ruled that the nature of the issue, and its far reaching effects, transcend personal equations and demand a
determination of the case from a high impersonal plane. Neither was it essential to pass upon the validity of said Memorandum
No. 38, for, regardless of the same, the court was of the opinion that the stipulation in question is contrary to public policy and,
hence, null and void. The aforesaid memorandum merely incorporates a sound principle of public policy.
As the Director of Private Schools correctly pointed out, In the case of Zeigel vs. Illinois Trust and Savings Bank, the court
said: 'In determining a public policy of the state, courts are limited to a consideration of the Constitution, the judicial decisions,
the statutes, and the practice of government officers.' It might take more than a government bureau or office to lay down or
establish a public policy, as alleged in your communication, but courts consider the practices of government officials as one of
the four factors in determining a public policy of the state. It has been consistently held in America that under the principles
relating to the doctrine of public policy, as applied to the law of contracts, courts of justice will not recognize or uphold a
transaction which its object, operation, or tendency is calculated to be prejudicial to the public welfare, to sound morality or to
civic honesty.
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If Arellano University understood clearly the real essence of scholarships and the motives which prompted this office to issue
Memorandum No. 38, it should have not entered into a contract of waiver with Cui on September 10, 1951, which is a direct
violation of our Memorandum and an open challenge to the authority of the Director of Private Schools because the contract
was repugnant to sound morality and civic honesty.
'In order to declare a contract void as against public policy, a court must find that the contract as to consideration or the thing
to be done, contravenes some established interest of society, or is inconsistent with sound policy and good morals or tends
clearly to undermine the security of individual rights. The policy enunciated in Memorandum No. 38, is sound policy.
Scholarship are awarded in recognition of merit not to keep outstanding students in school to bolster its prestige. In the
understanding of that university scholarships award is a business scheme designed to increase the business potential of an
education institution. Thus conceived it is not only inconsistent with sound policy but also good morals. But what is morals?
Manresa has this definition. It is good customs; those generally accepted principles of morality which have received some kind
of social and practical confirmation. The practice of awarding scholarships to attract students and keep them in school is not
good customs nor has it received some kind of social and practical confirmation except in some private institutions as in
Arellano University.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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of payment of his debt. Consequently, unless authorized to do so by law or by consent of the obligee a public officer has no
authority to accept anything other than money in payment of an obligation under a judgment being executed. Strictly speaking,
the acceptance by the sheriff of the petitioner's checks, in the case at bar, does not, per se, operate as a discharge of the
judgment debt.
Since a negotiable instrument is only a substitute for money and not money, the delivery of such an instrument does not, by
itself, operate as payment. A check, whether a manager's check or ordinary cheek, is not legal tender, and an offer of a check
in payment of a debt is not a valid tender of payment and may be refused receipt by the obligee or creditor. Mere delivery of
checks does not discharge the obligation under a judgment. The obligation is not extinguished and remains suspended until
the payment by commercial document is actually realized (Art. 1249, Civil Code, par. 3).
If bouncing checks had been issued in the name of Amelia Tan and not the Sheriff's, there would have been no payment. After
dishonor of the checks, Ms. Tan could have run after other properties of PAL. The theory is that she has received no value for
what had been awarded her. Because the checks were drawn in the name of Emilio Z. Reyes, neither has she received
anything. The same rule should apply.
It is argued that if PAL had paid in cash to Sheriff Reyes, there would have been payment in full legal contemplation. The
reasoning is logical but is it valid and proper? Logic has its limits in decision making. We should not follow rulings to their
logical extremes if in doing so we arrive at unjust or absurd results.
In the first place, PAL did not pay in cash. It paid in cheeks.
Judgment became final and executory and was correspondingly entered in the case, which was remanded to the trial court for
execution. The trial court upon the motion of Amelia Tan issued an order of execution with the corresponding writ in favor of
the respondent. Said writ was duly referred to Deputy Sheriff Reyes for enforcement.
Four months later, Amelia Tan moved for the issuance of an alias writ of execution, stating that the judgment rendered by the
lower court, and affirmed with modification by the CA, remained unsatisfied. PAL opposed the motion, stating that it had
already fully paid its obligation to plaintiff through the issuance of checks payable to the deputy sheriff who later did not appear
with his return and instead absconded.
The CA denied the issuance of the alias writ for being premature. After two months the CA granted her an alias writ of
execution for the full satisfaction of the judgment rendered, when she filed another motion. Deputy Sheriff del Rosario is
appointed special sheriff for enforcement thereof.
PAL filed an urgent motion to quash the alias writ of execution stating that no return of the writ had as yet been made by
Deputy Sheriff Reyes and that judgment debt had already been fully satisfied by the former as evidenced by the cash vouchers
signed and received by the executing sheriff.
Deputy Sheriff del Rosario served a notice of garnishment on the depository bank of PAL, through its manager and garnished
the latters deposit. Hence, PAL brought the case to the Supreme Court and filed a petition for certiorari.
ISSUE:
WON the payment of judgment to the implementing officer as directed in the writ of execution constitutes satisfaction of
judgment? Or did the payment made to the absconding sheriff by check in his name operate to satisfy the judgment debt? NO.
RATIO:
In general, a payment, in order to be effective to discharge an obligation, must be made to the proper person. Article 1240 of
the Civil Code provides:
Payment shall be made to the person in whose favor the obligation has been constituted, or his
successor in interest, or any person authorized to receive it. (Emphasis supplied)
Thus, payment must be made to the obligee himself or to an agent having authority, express or implied, to receive the
particular payment. Payment made to one having apparent authority to receive the money will, as a rule, be treated as though
actual authority had been given for its receipt. Likewise, if payment is made to one who by law is authorized to act for the
creditor, it will work a discharge. The receipt of money due on a judgment by an officer authorized by law to accept it will,
therefore, satisfy the debt.
The theory is where payment is made to a person authorized and recognized by the creditor, the payment to such a person so
authorized is deemed payment to the creditor. Under ordinary circumstances, payment by the judgment debtor in the case at
bar, to the sheriff should be valid payment to extinguish the judgment debt.
There are circumstances in this case, however, which compel a different conclusion.
The payment made by the petitioner to the absconding sheriff was not in cash or legal tender but in checks. The checks were
not payable to Amelia Tan or Able Printing Press but to the absconding sheriff.
Did such payments extinguish the judgment debt?
Article 1249 of the Civil Code provides:
The payment of debts in money shall be made in the currency stipulated, and if it is not possible to
deliver such currency, then in the currency which is legal tender in the Philippines.
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 cashed, or when through
the fault of the creditor they have been impaired.
In the meantime, the action derived from the original obligation shall be held in abeyance.
In the absence of an agreement, either express or implied, payment means the discharge of a debt or obligation in money and
unless the parties so agree, a debtor has no rights, except at his own peril, to substitute something in lieu of cash as medi um
And second, payment in cash always carries with it certain cautions. Nobody hands over big amounts of cash in a careless
and inane manner. Mature thought is given to the possibility of the cash being lost, of the bearer being waylaid or running off
with what he is carrying for another. Payment in checks is precisely intended to avoid the possibility of the money going to the
wrong party. The situation is entirely different where a Sheriff seizes a car, a tractor, or a piece of land. Logic often has to give
way to experience and to reality. Having paid with checks, PAL should have done so properly.
Payment in money or cash to the implementing officer may be deemed absolute payment of the judgment debt but the Court
has never, in the least bit, suggested that judgment debtors should settle their obligations by turning over huge amounts of
cash or legal tender to sheriffs and other executing officers. Payment in cash would result in damage or interminable litigations
each time a sheriff with huge amounts of cash in his hands decides to abscond.
As a protective measure, therefore, the courts encourage the practice of payments by cheek provided adequate controls are
instituted to prevent wrongful payment and illegal withdrawal or disbursement of funds. If particularly big amounts are involved,
escrow arrangements with a bank and carefully supervised by the court would be the safer procedure. Actual transfer of funds
takes place within the safety of bank premises. These practices are perfectly legal. The object is always the safe and incorrupt
execution of the judgment.
It is, indeed, out of the ordinary that checks intended for a particular payee are made out in the name of another. Making the
checks payable to the judgment creditor would have prevented the encashment or the taking of undue advantage by the
sheriff, or any person into whose hands the checks may have fallen, whether wrongfully or in behalf of the creditor. The
issuance of the checks in the name of the sheriff clearly made possible the misappropriation of the funds that were withdrawn.
As explained and held by the respondent court:
... [K]nowing as it does that the intended payment was for the private party respondent Amelia Tan,
the petitioner corporation, utilizing the services of its personnel who are or should be
knowledgeable about the accepted procedures and resulting consequences of the checks drawn,
nevertheless, in this instance, without prudence, departed from what is generally observed and
done, and placed as payee in the checks the name of the errant Sheriff and not the name of the
rightful payee. Petitioner thereby created a situation which permitted the said Sheriff to personally
encash said checks and misappropriate the proceeds thereof to his exclusive personal benefit. For
the prejudice that resulted, the petitioner himself must bear the fault. The judicial guideline which
we take note of states as follows:
As between two innocent persons, one of whom must suffer the consequence of a breach of trust,
the one who made it possible by his act of confidence must bear the loss.
Having failed to employ the proper safeguards to protect itself, the judgment debtor whose act made possible the loss had but
itself to blame.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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of donation. The document also provided for automatic reversion to the donor of the donated area in case of violation of the
conditions. The foundation, through its president, accepted the donation in the same document, subject to all the terms and
conditions stated in the donation. The donation was registered and annotated.
Upon Ps death, his children filed a complaint with the RTC alleging that the terms and conditions of the donation were not
complied with by the foundation. Among others, it prayed for the cancellation of the donation and the reversion of the donated
land to the heirs.
Respondent foundation claimed that it had partially and substantially complied with the conditions of the donation and that the
donor has granted the foundation an indefinite extension of time to complete the construction of the chapel. It also invoked the
affirmative defense of prescription of action and prayed for the dismissal of the complaint.
Issue:
WON the rules on donation applies? NO, the rules on contracts is applicable
Ratio:
Under Article 1306 of the New Civil Code, the parties to a contract have the right "to establish such stipulations, clauses, terms
and conditions as they may deem convenient, provided they are not contrary to law, morals, good customs, public order or
public policy." Paragraph 11 of the "Revival of Donation Intervivos, has provided that "violation of any of the conditions (herein)
shall cause the automatic reversion of the donated area to the donor, his heirs, . . ., without the need of executing any other
document for that purpose and without obligation on the part of the DONOR". Said stipulation not being contrary to law,
morals, good customs, public order or public policy, is valid and binding upon the foundation who voluntarily consented
thereto.
The validity of the stipulation in the contract providing for the automatic reversion of the donated property to the donor upon
non-compliance cannot be doubted. It is in the nature of an agreement granting a party the right to rescind a contract
unilaterally in case of breach, without need of going to court. Upon the happening of the resolutory condition of noncompliance with the conditions of the contract, the donation is automatically revoked without need of a judicial declaration to
that effect.
The case was then ordered by the court to be heard by a judge to determine the propriety of the revocation of the donation.
Same; Same; Same; Same; Exception in case at bar.xxx. x x x. There is no dispute that the escalation clause in the
promissory note involved in this case does not contain a correlative de- escalation clause or a provision providing for the
reduction of the stipulated interest in the event that the applicable maximum rate of interest is reduced by law or by the
Monetary Board. Notwithstanding the absence of such stipulation, however, it is similarly not controverted but, as a matter of
fact, specifically admitted by petitioner that respondent APEX unilaterally and actually decreased the interest charges it
imposed on herein petitioner on three occasions. Consequently, we hold that with this actuality, the escalation clause involved
in this case remains valid and enforceable.
Obligations; Contracts; Statutes; Cuenco Law (Uniform Currency Act [R.A. 529]); Extraordinary Inflation; The autonomy of
parties to provide escalator clauses may be limited by law; A contractual stipulation providing for an upward adjustment in the
purchase price the moment there is a deterioration of the Philippine peso vis-a-vis the U.S. dollar violates R.A. No. 529.In the
case at bench, the clear understanding of the parties is that there should be an upward adjustment of the purchase price the
moment there is a deterioration of the Philippine peso vis-a-vis the U.S. dollar. This is the monetary fluctuation
contemplated by them as would justify the adjustment. Under this scenario, it is an idle task to determine whether the contract
has been visited by an extraordinary inflation as to trigger the operation of Article 1250. While the contract may contain an
escalator clause providing that in the occurrence of certain events, the contract price shall be increased to a fixed
percentage of the base price (Escalator price adjustment clauses, 63 ALR 2d 1337 [1959]), still the autonomy of the parties
to provide such escalator clauses may be limited by law. The petition should be dismissed on the ground that the stipulation of
the parties is in violation of R.A. No. 529, as amended, entitled An Act to Assure Uniform Value To Philippine Coin and
Currency, otherwise known as the Cuenco Law.
Facts:
P. de Luna donated a portion of Lot 3707 to the Luzonian Colleges. The donation was embodied in a Deed of Donation
Intervivos as subject to certain terms and conditions and provided for the automatic reversion to the donor of the donated
property in case of violation or non-compliance. The foundation failed to comply with the conditions of the donation. On April 9,
1971, Prudencio de Luna "revived" the said donation in favor of the foundation, in a document entitled "Revival of Donation
Intervivos." One of the terms of the revival document is the construction of a chapel, nursery and kindergarten named after St.
Veronica. Another term is the construction of such must be at least 70% by the end of 3 years from the construction of the date
Same; Same; Same; Same; R.A. 529 prohibits in all domestic contracts: (1) giving the obligee the right to require payment in a
specified currency other than Philippine currency; and (2) giving the obligee the right to require payment in an amount of
money of the Philippines measured thereby.Often lost sight of is the fact that the said law prohibits two things in all
domestic contracts: (1) giving the obligee the right to require payment in a specified currency other than Philippine currency;
and (2) giving the obligee the right to require payment in an amount of money of the Philippines measured thereby. When
the parties stipulated that x x x in the event of monetary fluctuation (meaning any change in the rate of exchange of the
Philippine peso to the U.S. dollar), the unpaid balance account of the herein vendee on the aforesaid subdivision lot shall be
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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cardholder at the mercy of the credit card company which may delay indefinitely the notification of its members to minimize i f
not to eliminate the possibility of incurring any loss from unauthorized purchases. Or, as in this case, the credit card company
may for some reason fail to promptly notify its members through absolutely no fault of the cardholder. To require the
cardholder to still pay for unauthorized purchases after he has given prompt notice of the loss or theft of his card to the credit
card company would simply be unfair and unjust. The Court cannot give its assent to such a stipulation which could clearly run
against public policy.
REGINO V. PANGASINAN COLLEGES, 443 SCRA 46
FACTS:
Regino was a first year computer science student at respondent school. During the 2 nd semester she was enrolled in logic and
statistic subjects. During the 2nd semester (February) respondent held a fund raising campaign in order to finish the
construction of the schools tennis and volleyball courts. Each student was required to pay for two tickets at 100 each and
those who were unable to pay would be denied the opportunity to take the final examinations. Regino coming from a poor
family and because she was prohibited by her religion from attending dance parties and celebrations refused to pay for the
tickets. Thus she was disallowed from taking her final examinations in statistics and logic. She then filed a case for damages
against the school.
ISSUE:
WON there was a breach of contract on the part of school when it imposed the ticket payment requirement before students
could take their exams. -- YES
Statutes; Statutory Construction; A Central Bank Circular cannot repeal a law, as it is only a law that can repeal another law.
Besides, a Central Bank Circular cannot repeal a law. Only a law can repeal another law. Article 7 of the Civil Code of the
Philippines provides: Laws are repealed only by subsequent ones and their violation or nonobservance shall not be excused
by disuse, or custom or practice to the contrary.
HELD:
In a number of cases, the relationship between school and student has been characterized as contractual which lasts not only
for a semester but the entire period the latter are expected to complete it. It is also reciprocal, the school undertakes to provide
the students with education sufficient to enable them to pursue higher education or a profession while the students agree to
abide by the academic requirements of the school and observe its rules and regulations.
The terms of the contract are defined at the moment of its inception or upon enrolment. The standards of academic
performance and the code of behavior and discipline are in the manual which are distributed at the start of every school new
year. Further, schools inform prospective enrollees of the amount of fees and terms of payment.
Facts:
Luis Ermitao applied for a credit card from BPI Express Card, with Manuelita, his wife as extension card holder. One day,
Manuelitas bag was snatched. Among the items were her credit card. The same night, she informed BPI of the loss through a
phone call. It was followed by a letter and requested for replacement. In her letter, Manuelita stated that she shall not be
responsible for any and all charges incurred [through the use of the lost card] after August 29, 1989. However, when Luis
received his monthly billing statement from BECC dated September 20, 1989, the charges included amounts for purchases
made on August 30, 1989 through Manuelitas lost card. Two purchases were made. Manuelita received a billing statement
dated October 20, 1989 which required her to immediately pay the total amount of P3,197.70 covering the same
(unauthorized) purchases. Manuelita again wrote BECC disclaiming responsibility for those charges, which were made after
she had served BECC with notice of the loss of her card.
Despite the spouses refusal to pay and the fact that they repeatedly exceeded their monthly credit limit, BECC sent them a
stating that their cards had been renewed until March 1991. Notwithstanding this, however, BECC continued to include in the
spouses billing statements those purchases made through Manuelitas lost card. Luis protested this billing in his letter dated
June 20, 1990.
However, BECC, in a letter dated July 13, 1990, pointed out to Luis the following stipulation in their contract:
In the event the card is lost or stolen, the cardholder agrees to immediately report its loss or theft in writing to
BECC ... purchases made/incurred arising from the use of the lost/stolen card shall be for the exclusive account
of the cardholder and the cardholder continues to be liable for the purchases made through the use of the
lost/stolen BPI Express Card until after such notice has been given to BECC and the latter has communicated
such loss/theft to its member establishments.
Issue:
WON the stipulation embodied in a standard application form for credit cards making the cardholder liable for purchases made
through his lost or stolen card is valid? NO
Ratio:
At the outset, we note that the contract between the parties in this case is indeed a contract of adhesion, so-called because its
terms are prepared by only one party while the other party merely affixes his signature signifying his adhesion thereto. Such
contracts are not void in themselves. They are as binding as ordinary contracts. Parties who enter into such contracts are free
to reject the stipulations entirely. This Court, however, will not hesitate to rule out blind adherence to such contracts if they
prove to be too one-sided under the attendant facts and circumstances.
In this case, the cardholder, Manuelita, has complied with what was required of her under the contract with BECC. Having thus
performed her part of the notification procedure, it was reasonable for Manuelita -- and Luis, for that matter -- to expect that
BECC would perform its part of the procedure, which is to forthwith notify its member-establishments. It is not unreasonable to
assume that BECC would do this immediately, precisely to avoid any unauthorized charges. Clearly, what happened in this
case was that BECC failed to notify promptly the establishment in which the unauthorized purchases were made with the use
of Manuelitas lost card. Thus, Manuelita was being liable for those purchases, even if there is no showing that Manuelita
herself had signed for said purchases, and after notice by her concerning her cards loss was already given to BECC.
Prompt notice by the cardholder to the credit card company of the loss or theft of his card should be enough to relieve the
former of any liability occasioned by the unauthorized use of his lost or stolen card. The questioned stipulation in this case,
which still requires the cardholder to wait until the credit card company has notified all its member-establishments, puts the
If a student fails to comply with its financial obligations as set out by the school, the latter has a valid ground to withhold their
grades or from refraining them from taking their exams. In this case however, the assailed revenue raising measure was made
belatedly during the middle of the second semester. This fee was not part of the student-school contract entered into at the
start of the school year and therefore could not be unilaterally imposed to the prejudice of the enrollees.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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getting married, a woman employee shall be deemed resigned or separated, or to actually dismiss, discharge, discriminate or
otherwise prejudice a woman employee merely by reason of her marriage.)
According to Star Paper, the rule does not require the woman employee to resign. The employee spouses have the right to
choose who between them should resign. Further, they are free to marry persons other than co-employees. Hence, it is not the
marital status of the employee, per se, that is being discriminated. It is only intended to carry out its no-employment-forrelatives-within-the-third-degree-policy which is within the ambit of the prerogatives of management
We note that two types of employment policies involve spouses: policies banning only spouses from working in the same
company (no-spouse employment policies), and those banning all immediate family members, including spouses, from
working in the same company (anti-nepotism employment policies)
Courts have struck down the no-spouse employment policies based on the broad legislative intent of the state statute. They
reason that the no-spouse employment policy violate the marital status provision because it arbitrarily discriminates against all
spouses of present employees without regard to the actual effect on the individual's qualifications or work performance.
These courts also find the no-spouse employment policy invalid for failure of the employer to present any evidence of
business necessity other than the general perception that spouses in the same workplace might adversely affect the
business. They hold that the absence of such a bona fide occupational qualification invalidates a rule denying employment
to one spouse due to the current employment of the other spouse in the same office.
We do not find a reasonable business necessity in the case at bar.
It is significant to note that in the case at bar, respondents were hired after they were found fit for the job, but were asked to
resign when they married a co-employee. Petitioners failed to show how the marriage of Simbol, then a Sheeting Machine
Operator, to Alma Dayrit, then an employee of the Repacking Section, could be detrimental to its business operations. Neither
did petitioners explain how this detriment will happen in the case of Wilfreda Comia, then a Production Helper in the Selecting
Department, who married Howard Comia, then a helper in the cutter-machine. The policy is premised on the mere fear that
employees married to each other will be less efficient. If we uphold the questioned rule without valid justification, the employer
can create policies based on an unproven presumption of a perceived danger at the expense of an employees right to security
of tenure.
(d) Simbol and Comia alleged that they did not resign voluntarily; they were compelled to resign in view of an illegal company
policy.
(e) On July 29, 1994, Estrella was hired by the company. She met Luisito Zuniga, also a co-worker, whom petitioners claimed
to be a married man who got Estrella impregnated. The company allegedly could have terminated her services due to
immorality but she opted to resign on December 21, 1999.
FACTS:
In 1982, Manuel Acol obtained a Bankard credit card and extension which he used for the following years. On April 18, 1987
Manuel discovered that he lost his card and on the following morning he called respondents to report the loss.
(f) Estrella alleged that she had a relationship with co-worker Zuniga who misrepresented himself as a married but a separated
man. After he got her pregnant, she discovered that he was not separated. Thus, she severed her relationship with him to
avoid dismissal due to company policy.
Again, on April 20, 1987, Manuel called again to reiterate his report of the lost card and asked if there were additional
requirements to report the loss. He was told to write a letter notifying the company of the loss, which he promptly did the same
day. The letter was received by respondent on April 22, 1987.
(g) On November 30, 1999, Estrella met an accident and had to recuperate for twenty-one (21) days as advised by the doctor
of the Orthopaedic Hospital. On December 21, 1999 but she found out that her name was on hold at the gate. She was
directed to the personnel office and handed a memorandum that stated that she was being dismissed for immoral
conduct. Estrella was asked to submit an explanation but she was dismissed nonetheless. She resigned because she was in
dire need of money and resignation could give her the thirteenth month pay.
On April 21, respondent issued a notice to its establishments of the loss of the card. Unfortunately, somebody was able to use
the card on April 19 and 20 and made charges on it amounting to P76,067.28. These charges appeared on Manuels April 30
billing statement. Manuel informed respondent he would not pay for the purchases made after April 19, 1987, the day he
notified respondent of the loss
On May 31, 2001, Labor Arbiter Del Rosario dismissed the complaint for lack of merit.
On January, 11, 2002, NLRC affirmed the decision of the Labor Arbiter.
On August 3, 2004, the CA reversed the NLRC decision and declared that:
(a) The petitioners dismissal from employment was illegal:
(b) The private respondents are ordered to reinstate the petitioners to their former positions without loss of seniority rights with
full backwages from the time of their dismissal until actual reinstatement; and
An investigation by respondent company confirmed that it was not the petitioner who used his Bankard on April 19 and 20,
1987. Nevertheless, respondent still required Manuel to pay within 15 days from notice. The company cited provision no. 1 in
its terms and conditions:
xxx Holder's responsibility for all charges made through the use of the card shall continue until the expiration or its
return to the Card Issuer or until a reasonable time after receipt by the Card Issuer of written notice of loss of the
Card and its actual inclusion in the Cancellation Bulletin. xxx
Manuel refused to pay so respondent filed a case in the RTC of Manila for collection of sum of money plus damages. RTC
dismissed the case but on appeal the CA held Manuel liable for the P76K.
ISSUE:
(1)
(c) The private respondents are to pay petitioners attorneys fees amounting to 10% of the award and the cost of the suit.
Hence, this petition.
ISSUES:
(1) Whether or not the CA erred in holding that the subject 1995 policy/ regulation is violative of the constituional rights towards
marriage and the family of employees and of Article 136 of the Labor Code: and
HELD:
(1) No. The CA did not err in holding that the subject 1995 policy/ regulation is violative of the constitutional rights towards
marriage and the family of employees and or Article 136 of the Labor Code:
RATIO:
(ARTICLE 136. Stipulation against marriage. It shall be unlawful for an employer to require as a condition of employment
or continuation of employment that a woman employee shall not get married, or to stipulate expressly or tacitly that upon
HELD:
PETITION Granted. The stipulation is void for being contrary to public policy.
RATIONALE:
A stipulation providing that the effectivity of the credit card cancellation rests on an act entirely beyond the control of the
cardholder is void for being contrary to public policy. Worse, the phrase "after a reasonable time" gives the issuer the
opportunity to actually profit from unauthorized charges despite receipt of immediate written notice from the cardholder.
Under such a stipulation, petitioner could have theoretically done everything in his power to give respondent the required
written notice. But if respondent took a "reasonable time (which could be indefinite) to include the card in its cancellation
bulletin, it could still hold the cardholder liable for whatever unauthorized charges were incurred within that span of time. This
would have been truly iniquitous, considering the amount respondent wanted to hold petitioner liable for.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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11
FACTS:
Aznar, a known businessman in Cebu, is a holder of a Preferred Master Credit Card (Mastercard) bearing number issued by
Citibank with a credit limit of P150,000. As he and his wife, Zoraida, planned to take their two grandchildren, on an Asian tour,
Aznar made a total advance deposit of P485,000 with Citibank with the intention of increasing his credit limit to P635,000. With
the use of his Mastercard, Aznar purchased plane tickets to Kuala Lumpur for his group worth P237,000.
Aznar claims that when he presented his Mastercard in some establishments in Malaysia, Singapore and Indonesia, the same
was not honored. And when he tried to use the same in Ingtan Tour&Travel Agency (Ingtan Agency) in Indonesia to purchase
plane tickets to Bali, it was again dishonored for the reason that his card was blacklisted by Citibank. Such dishonor forced him
to buy the tickets in cash. He further claims that his humiliation caused by the denial of his card was aggravated when Ingtan
Agency spoke of swindlers trying to use blacklisted cards.
Aznar filed a complaint for damages against Citibank, claiming that Citibank fraudulently or with gross negligence blacklisted
his Mastercard which forced him, his wife and grandchildren to abort important tour destinations and prevented them from
buying certain items in their tour. He further claimed that he suffered mental anguish, serious anxiety, wounded feelings,
besmirched reputation and social humiliation due to the wrongful blacklisting of his card. To prove that Citibank blacklisted his
Mastercard, Aznar presented a computer print-out, denominated as ON-LINE AUTHORIZATIONS FOREIGN ACCOUNT
ACTIVITY REPORT, issued to him by Ingtan Agency with the signature of one Victrina Elnado Nubi (Nubi) which shows that
his card in question was "DECL OVERLIMIT" or declared over the limit.
Citibank denied the allegation that it blacklisted Aznars card. It also contended that under the terms and conditions governing
the issuance and use of its credit cards, Citibank is exempt from any liability for the dishonor of its cards by any merchant
affiliate, and that its liability for any action or incident which may be brought against it in relation to the issuance and use of its
credit cards is limited to P1,000.00 or the actual damage proven whichever is lesser.
To prove that they did not blacklist Aznars card, Citibanks Credit Card Department Head, Dennis Flores, presented Warning
Cancellation Bulletins which contained the list of its canceled cards covering the period of Aznars trip.
ISSUE:
W/N Aznar has established his claim against Citibank? NO
HELD:
Petition is denied for lack of merit
RATIONALE:
The Court agrees with Aznar that the terms and conditions of Citibanks Mastercard constitute a contract of adhesion. It is
settled that contracts between cardholders and the credit card companies are contracts of adhesion, so-called, because their
terms are prepared by only one party while the other merely affixes his signature signifying his adhesion thereto.
In this case, paragraph 7 of the terms and conditions states that "[Citibank is] not responsible if the Card is not honored by any
merchant affiliate for any reason x x x". While it is true that Citibank may have no control of all the actions of its merchant
affiliates, and should not be held liable therefor, it is incorrect, however, to give it blanket freedom from liability if its card is
dishonored by any merchant affiliate for any reason. Such phrase renders the statement vague and as the said terms and
conditions constitute a contract of adhesion, any ambiguity in its provisions must be construed against the party who prepared
the contract, in this case Citibank.
Citibank also invokes paragraph 15 of its terms and conditions which limits its liability to P1,000.00 or the actual damage
proven, whichever is lesser. Again, such stipulation cannot be considered as valid for being unconscionable as it precludes
payment of a larger amount even though damage may be clearly proven. This Court is not precluded from ruling out blind
adherence to the terms of a contract if the attendant facts and circumstances show that they should be ignored for being
obviously too one-sided.
The invalidity of the terms and conditions being invoked by Citibank, notwithstanding, the Court still cannot award damages in
favor of petitioner. In culpa contractual or breach of contract, moral damages are recoverable only if the defendant has acted
fraudulently or in bad faith, or is found guilty of gross negligence amounting to bad faith, or in wanton disregard of his
contractual obligations. The breach must be wanton, reckless, malicious or in bad faith, oppressive or abusive.
While the Court commiserates with Aznar for whatever undue embarrassment he suffered when his credit card was
dishonored by Ingtan Agency, especially when the agencys personnel insinuated that he could be a swindler trying to use
blacklisted cards, the Court cannot grant his present petition as he failed to show by preponderance of evidence that Citibank
breached any obligation that would make it answerable for said suffering.
MACALINAO V. BPI, 600 SCRA 67 [2009]
FACTS:
11
Art. 1306. The contracting parties may establish such stipulations, clauses, terms and conditions as they may deem
convenient, provided they are not contrary to law, morals good customs, public order or public policy.
2014A
Petitioner Ileana Macalinao was an approved cardholder of BPI Mastercard, one of the credit card facilities of respondent
BPI. She made some purchases through the use of the said credit card and defaulted in paying for said purchases. She
subsequently received a letter dated from respondent BPI, demanding payment of the amount of PhP 141,518.34. Under the
Terms and Conditions Governing the Issuance and Use of the BPI Credit and BPI Mastercard, the charges or balance thereof
remaining unpaid after the payment due date indicated on the monthly Statement of Accounts shall bear interest at the rate of
3% per month and an additional penalty fee equivalent to another 3% per month.
For failure of petitioner Macalinao to settle her obligations, respondent BPI filed with the MeTC of Makati City a complaint for a
sum of money against her and her husband, Danilo SJ. Macalinao. (BPI vs. Spouses Ileana Dr. Macalinao and Danilo SJ.
Macalinao). In said complaint, respondent BPI prayed for the payment of the PhP 154,608.78 plus 3.25% finance charges and
late payment charges equivalent to 6% of the amount due and an amount equivalent to 25% of the total amount due as
attorneys fees, and of the cost of suit. After the summons and a copy of the complaint were served upon petitioner Macalinao
and her husband, they failed to file their Answer. Thus, respondent BPI moved that judgment be rendered in accordance with
Section 6 of the Rule on Summary Procedure. This was granted. In its Decision, the MeTC ruled in favor of BPI and ordered
petitioner Macalinao and her husband to pay the amount of PhP 141,518.34 plus interest and penalty charges of 2% per
month,
Petitioner Macalinao and her husband appealed to the RTC of Makati City which affirmed the decision of the MeTC. Then they
filed a petition for review with the CA. The CA affirmed with modification the Decision of the RTC. The modification was with
respect to the total amount due and interest rate (3%). In its assailed decision, the CA held that the amount of PhP 141,518.34
(the amount sought to be satisfied in the demand letter of respondent BPI) is clearly not the result of the re-computation at the
reduced interest rate as previous higher interest rates were already incorporated in the said amount. Thus, the said amount
should not be made as basis in computing the total obligation of petitioner Macalinao. Further, the CA also emphasized that
respondent BPI should not compound the interest in the instant case absent a stipulation to that effect. The CA also held,
however, that the MeTC erred in modifying the amount of interest rate from 3% monthly to only 2% considering that petitioner
Macalinao freely availed herself of the credit card facility offered by respondent BPI to the general public. It explained that
contracts of adhesion are not invalid per se and are not entirely prohibited.
ISSUES/HELD:
Should the interest rate be reduced from 9.25% to 2% since the stipulated rate of interest was unconscionable
and iniquitious? Yes
RATIONALE:
The Interest Rate and Penalty Charge of 3% Per Month or 36% Per Annum Should Be Reduced to 2% Per
Month or 24% Per Annum
In its Complaint, respondent BPI originally imposed the interest and penalty charges at the rate of 9.25% per
month or 111% per annum. This was declared as unconscionable by the lower courts for being clearly excessive,
and was thus reduced to 2% per month or 24% per annum. On appeal, the CA modified the rate of interest and
penalty charge and increased them to 3% per month or 36% per annum based on the Terms and Conditions
Governing the Issuance and Use of the BPI Credit Card, which governs the transaction between petitioner
Macalinao and respondent BPI. BPI asserts that said interest rate and penalty charge are reasonable as the
same are based on the Terms and Conditions Governing the Issuance and Use of the BPI Credit Card.
We find for petitioner. The interest rate and penalty charge of 3% per month should be equitably reduced to 2%
per month or 24% per annum.
Indeed, in the Terms and Conditions Governing the Issuance and Use of the BPI Credit Card, there was a
stipulation on the 3% interest rate. Nevertheless, it should be noted that this is not the first time that this Court
has considered the interest rate of 36% per annum as excessive and unconscionable. We held in Chua vs.
Timan: The stipulated interest rates of 7% and 5% per month imposed on respondents loans must be equitably
reduced to 1% per month or 12% per annum. We need not unsettle the principle we had affirmed in a plethora of
cases that stipulated interest rates of 3% per month and higher are excessive, iniquitous, unconscionable and
exorbitant. Such stipulations are void for being contrary to morals, if not against the law. 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. Notably, under the Terms and Conditions Governing the
Issuance and Use of the BPI Credit Card, it was also stated therein that respondent BPI shall impose an
additional penalty charge of 3% per month. Pertinently, Article 1229 of the Civil Code states: 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.
In the instant case, the records would reveal that petitioner Macalinao made partial payments to respondent BPI,
as indicated in her Billing Statements. Further, the stipulated penalty charge of 3% per month or 36% per annum,
in addition to regular interests, is indeed iniquitous and unconscionable.
Thus, under the circumstances, the Court finds it equitable to reduce the interest rate pegged by the CA at 1.5%
monthly to 1% monthly and penalty charge fixed by the CA at 1.5% monthly to 1% monthly or a total of 2% per
month or 24% per annum in line with the prevailing jurisprudence and in accordance with Art. 1229 of the Civil
Code.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
75
2014A
Non-involvement clause. Court traced the jurisprudential history of the non-involvement clause. The clause is not itself void, it
can be valid if it is reasonable and can be restricted as to time, place or industry.
Facts
Petitioners, claiming that they are raising issues of transcendental importance to the public, directly filed a Petition for
Certiorari, seeking to declare that the Bangko Sentral ng Pilipinas Monetary Board (BSP-MB), replacing the Central Bank
Monetary Board (CB-MB) by virtue of Republic Act (R.A.) No. 7653, has no authority to continue enforcing a circular issued by
the CB-MB in 1982, which "suspended" the Usury Law of 1916.cralawlibrary
Petitioner "Advocates for Truth in Lending, Inc." (AFTIL) is a non- profit, non-stock corporation organized to engage in pro
bono concerns and activities relating to money lending issues. The law, RA 265, that created the Central Bank empowered the
CB-MB to set the maximum interest rates which banks may charge within limits prescribed by the Usury Law.
However, the Usury Law was amended by PD1684, giving the CB-MB authority to prescribe the maximum rate or rates of
interest for the loan or renewal thereof or the forbearance of any money, goods or credits, and to change such rate or rates
whenever warranted by prevailing economic and social conditions.
The CB-MB issued CB Circular No. 905 which removed the ceilings on interest rates on loans or forbearance of any money,
goods or credits. In 1993, FVR signed a law creating the Bangko Sentral ng Pilipinas (BSP) to replace the CB.
Issue:
WON BSP-MB can continue enforcing the CB-MB circular lifting the ceilings on interest rates (thus allowing interests to go
beyond
the
rates
under
the
Usury
Law)
Held
The power of the CB to effectively suspend the Usury Law pursuant to P.D. No. 1684 has long been recognized and upheld in
many cases (because a circular cannot repeal a law). P.D. No. 1684 and C.B. Circular No. 905 no more than allow contracting
parties to stipulate freely regarding any subsequent adjustment in the interest rate that shall accrue on a loan or forbearance of
money, goods or credits. In fine, they can agree to adjust, upward or downward, the interest previously stipulated.
Article 1159 of the same Code also provides that obligations arising from contracts have the force of law between the
contracting parties and should be complied with in good faith. Courts cannot stipulate for the parties nor amend their
agreement where the same does not contravene law, morals, good customs, public order or public policy, for to do so would
be to alter the real intent of the parties, and would run contrary to the function of the courts to give force and effect thereto. Not
being contrary to public policy, the non-involvement clause, which Tiu and Platinum freely agreed upon, has the force of law
between them, and thus, should be complied with in good faith.
Thus, by lifting the interest ceiling, CB Circular No. 905 merely upheld the parties' freedom of contract to agree freely on the
rate of interest. It cited Article 1306 of the New Civil Code, under which the contracting parties may establish such stipulations,
clauses, terms and conditions as they may deem convenient, provided they are not contrary to law, morals, good customs,
public
order,
or
public
policy.crala
BALANE NOTE
However, the lifting of the ceilings for interest rates does not authorize stipulations charging excessive, unconscionable, and
iniquitous interest. Stipulations authorizing iniquitous or unconscionable interests have been invariably struck down for being
contrary to morals, if not against the law.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
76
2014A
Tandra, 81 Phil. 404 [1948]; Arroyo vs. Azur. 76 Phil. 493 [1946]; and Perez vs. Pomar, 2 Phil. 682 [1903]).
WE reiterated this rule in Pacific Merchandising Corp. vs. Consolacion Insurance & Surety Co., Inc. (73 SCRA 564 [1976])
citing the case of Perez v. Pomar, supra, thus:
Where one has rendered services to another, and these services are accepted by the latter, in the absence of proof
that the service was rendered gratuitously, it is but just that he should pay a reasonable remuneration therefor because it is a
well-known principle of law, that no one should be permitted to enrich himself to the damage of another (italics supplied).
Article 1308 principle of relativity
Art. 1308. The contract must bind both contracting parties; its validity or compliance cannot be left to
the will of one of them. (1256a)
Attorneys; Contracts; An attorney-client relationship can be created by implied agreement, as when the attorney actually
rendered legal services for a person who is a close friend. The obligation of such a person to pay attorneys fees is based on
the law of contracts concept of facio ut des (I do and you give).WE find respondent Davids position meritorious. While there
was no express agreement between petitioner Corpus and respondent David as regards attorneys fees, the facts of the case
support the position of respondent David that there was at least an implied agreement for the payment of attorneys fees.
Petitioner s act of giving the check for P2,000.00 through his aforestated April 18, 1962 letter to respondent David indicates
petitioners commitment to pay the former attorneys fees, which is stressed by expressing that I wish I could give more but as
you know we were banking on a SC decision reinstating me and reimbursing my back salaries. This last sentiment constitutes
a promise to pay more upon his reinstatement and payment of his back salaries. Petitioner ended his letter that he was
looking forward to a continuation of the case in the lower court, x x x, to which the certiorari-mandamus-quo warranto case
was remanded by the Supreme Court for further proceedings.
Obligations and Contracts; Potestative and Suspensive Conditions; The disputed stipulation for as long as the defendant
needed the premises and can meet and pay said increases is a purely potestative condition because it leaves the effectivity
and enjoyment of leasehold rights to the sole and exclusive will of the lessee.Contrary to the ruling of respondent court, the
disputed stipulation for as long as the defendant needed the premises and can meet and pay said increases is a purely
potestative condition because it leaves the effectivity and enjoyment of leasehold rights to the sole and exclusive will of the
lessee. It is likewise a suspensive condition because the renewal of the lease, which gives rise to a new lease, depends upon
said condition. It should be noted that a renewal constitutes a new contract of lease although with the same terms and
conditions as those in the expired lease. It should also not be overlooked that said condition is not resolutory in nature
because it is not a condition that terminates the lease contract. The lease contract is for a definite period of three (3) years
upon the expiration of which the lease automatically terminates.
Same; Same; Same.It may be advanced that respondent David may be faulted for not reducing the agreement for attorneys
fees with petitioner Corpus in writing. However, this should be viewed from their special relationship. It appears that both have
been friends for several years and were co-members of the Civil Liberties Union. In addition, respondent David and petitioners
father, the late Rafael Corpus, were also close friends. Thus, the absence of an express contract for attorneys fees between
respondent David and petitioner Corpus is no argument against the payment of attorneys fees, considering their close
relationship which signifies mutual trust and confidence between them.
Same; Same; Same.Moreover, the payment of attorneys fees to respondent David may also be justified by virtue of the
innominate contract of facio ut des (I do and you give) which is based on the principle that no one shall unjustly enrich himself
at the expense of another. Innominate contracts have been elevated to a codal provision in the New Civil Code by providing
under Article 1307 that such contracts shall be regulated by the stipulations of the parties, by the general provisions or
principles of obligations and contracts, by the rules governing the most analogous nominate contracts, and by the customs of
the people.
Same; Same; An attorney cannot charge his client a percentage of the amount recovered as his fees in the absence of an
expressagreement.There was no contract for contingent fee between Corpus and respondent David. Contingent fees
depend on an express contract therefor. Thus, an attorney is not entitled to a percentage of the amount recovered by his
client in the absence of an express contract to that effect (7 C.J.S. 1063 citing Thurston v. Travelers Ins. Co., 258 N.W. 66,
128 Neb. 141).
Same; Same; Attorneys fees on a quantum meruit basis will be resolved by taking all relevant factors into consideration.In
determining a reasonable fee to be paid to respondent David as compensation for his services, on a quantum meruit basis, it is
proper to consider all the facts and circumstances obtaining in this case particularly the following: x x x.
HELD & RATIO
Moreover, the payment of attorneys fees to respondent David may also be justified by virtue of the innominate
contract of facio ut des (I do and you give) which is based on the principle that no one shall unjustly enrich himself
at the expense of another. Innominate contracts have been elevated to a codal provision in the New Civil Code by providing
under Article 1307 that such contracts shall be regulated by the stipulations of the parties, by the general provisions or
principles of obligations and contracts, by the rules governing the most analogous nominate contracts, and by the customs of
the people. The rationale of this article was stated in the 1903 case of Perez vs. Pomar (2 Phil. 982). In that case, the Court
sustained the claim of plaintiff Perez for payment of services rendered against defendant Pomar despite the absence of an
express contract to that effect, thus:
It does not appear that any written contract was entered into between the parties for the employment of the plaintiff as
interpreter, or that any other innominate contract was entered into; but whether the plaintiffs services were solicited or whether
they were offered to the defendant for his assistance, inasmuch as these services were accepted and made use of by the
latter, we must consider that there was a tacit and mutual consent as to the rendition of the services. This gives rise to the
obligation upon the person benefited by the services to make compensation therefor, since the bilateral obligation to render
service as interpreter, on the one hand, and on the other to pay for the service rendered, is thereby incurred. (Arts. 1088, 1089,
and 1262 of the Civil Code).
x x x x x x
x x x. Whether the service was solicited or offered, the fact remains that Perez rendered to Pomar services as
interpreter. As it does not appear that he did this gratuitously, the duty is imposed upon the defendant, he having accepted the
benefit of the service, to pay a just compensation therefor, by virtue of the innominate contract of facio ut des implicitly
established.
x x x x x.
x x x because it is a well-known principle of law that no one shouls be permitted to enrich himself to the damage of
another (italics supplied; see also Tolentino, Civil Code of the Philippines, p. 388, Vol. IV [1962], citing Estate of Heguera vs.
Same; Lease Contracts; Ejectment; In an action for ejectment, the defense interposed by the lessees that the contract of lease
authorized them to continue occupying the premises as long as they pay the rents is untenable, because it leaves to the
lessees the sole power to determine whether the lease should continue or not.The invalidity of a condition in a lease contract
similar to the one at bar has been resolved in Encarnacion vs. Baldomar, et al., where we ruled that in an action for ejectment,
the defense interposed by the lessees that the contract of lease authorized them to continue occupying the premises as long
as they paid the rents is untenable, because it would leave to the lessees the sole power to determine whether the lease
should continue or not. As stated therein, (i)f this defense were to be allowed, so long as defendants elected to continue the
lease by continuing the payment of the rentals, the owner would never be able to discontinue it; conversely, although the
owner should desire the lease to continue, the lessees could effectively thwart his purpose if they should prefer to terminate
the contract by the simple expedient of stopping payment of the rentals. This, of course, is prohibited by the aforesaid article of
the Civil Code. (8 Manresa, 3d ed., pp. 626, 627; Cuyugan vs. Santos, 34 Phil. 100.) The continuance, effectivity and
fulfillment of a contract of lease cannot be made to depend exclusively upon the free and uncontrolled choice of the lessee
between continuing the payment of the rentals or not, completely depriving the owner of any say in the matter. Mutuality does
not obtain in such a contract of lease and no equality exists between the lessor and the lessee since the life of the contract is
dictated solely by the lessee.
Same; Compromise Agreements; Statutory Construction; Where the instrument is susceptible of two interpretations, one which
will make it invalid and illegal and another which will make it valid and legal, the latter interpretation should be adopted.
Resultantly, the contract of lease should be and is hereby construed as providing for a definite period of three (3) years and
that the automatic increase of the rentals by twenty percent (20%) will take effect only if the parties decide to renew the l ease.
A contrary interpretation will result in a situation where the continuation and effectivity of the contract will depend only upon the
will of the lessee, in violation of Article 1308 of the Civil Code and the aforesaid doctrine in Encarnacion. The compromise
agreement should be understood as bearing that import which is most adequate to render it effectual. Where the instrument is
susceptible of two interpretations, one which will make it invalid and illegal and another which will make it valid and legal, the
latter interpretation should be adopted.
Same; Same; Same; Lease; A lease will not be construed to create a right to perpetual renewals unless the language
employed indicates clearly and unambiguously that it was the intention and purpose of the parties to do so.Moreover,
perpetual leases are not favored in law, nor are covenants for continued renewals tending to create a perpetuity, and the rule
of construction is well settled that a covenant for renewal or for an additional term should not be held to create a right to
repeated grants in perpetuity, unless by plain and unambiguous terms the parties have expressed such intention. A lease will
not be construed to create a right to perpetual renewals unless the language employed indicates clearly and unambiguously
that it was the intention and purpose of the parties to do so. A portion in a lease giving the lessee and his assignee the right to
perpetual renewals is not favored by the courts, and a lease will be construed as not making such a provision unless it does so
clearly.
PNB V. CA, 238 SCRA 20
Facts:
Spouses Fernandez, obtained a 50K loan under the Cottage Industry Guaranty Loan Fund (CIGLF) from PNB which is
evidenced by a Credit Agreement. A real estate mortgage on an unregistered agricultural land was executed to secure a loan.
The credit agreement provided that the bank may increase the interest rate at anytime depending on whatever policy it may
adopt in the future. Aside from the credit agreement, the promissory note and the real estate mortgage contained the
aforementioned stipulation.
Several debt instruments were subsequently executed by the spouses. PNB then informed the Fernandez that the interest rate
of the loan is now 25% per annum plus a penalty of 6% per annum in August 1984. It further increased the interest rate to 30%
on Oct 15, 1984, and to 42% on Oct 25, 1984.
The spouses then filed an action for the release of the mortgage and damages. PNB now contends that the disallowance
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
77
2014A
W/N the loan accounts are bloated: YES. There is no deficiency; there is actually an overpayment of more than 3M based on
the computation of the SC.
Whether PNB could unilaterally increase interest rates: NO
RATIO:
Sampaguitas accessory duty to pay interest did not give PNB unrestrained freedom to charge any rate other than that which
was agreed upon. No interest shall be due, unless expressly stipulated in writing. It would be the zenith of farcicality to specify
and agree upon rates that could be subsequently upgraded at whim by only one party to the agreement.
The unilateral determination and imposition of increased rates is violative of the principle of mutuality of contracts ordained
in Article 1308 of the Civil Code. One-sided impositions do not have the force of law between the parties, because such
impositions are not based on the parties essential equality.
Although escalation clauses are valid in maintaining fiscal stability and retaining the value of money on long-term contracts,
giving respondent an unbridled right to adjust the interest independently and upwardly would completely take away from
petitioners the right to assent to an important modification in their agreement and would also negate the element of mutual ity
in their contracts. The clause cited earlier made the fulfillment of the contracts dependent exclusively upon the uncontrolled
will of respondent and was therefore void. Besides, the pro forma promissory notes have the character of a contract
dadhsion, where the parties do not bargain on equal footing, the weaker partys [the debtors] participation being reduced to
the alternative to take it or leave it.
We cannot countenance petitioner bank's posturing that the escalation clause at bench gives it unbridled right to unilaterally
upwardly adjust the interest on private respondents' loan. That would completely take away from private respondents the right
to assent to an important modification in their agreement, and would negate the element of mutuality in contracts.
Circular that lifted the ceiling of interest rates of usury law did not authorize either party to unilaterally raise the interest rate
without the others consent.
Private respondents are not also estopped from assailing the unilateral increases in interest rate made by petitioner bank. No
one receiving a proposal to change a contract to which he is a party, is obliged to answer the proposal, and his silence per se
cannot be construed as an acceptance.
the interest ranging from 26 percent to 35 percent in the statements of account -- must be equitably reduced for being
iniquitous, unconscionable and exorbitant. Rates found to be iniquitous or unconscionable are void, as if it there were no
express contract thereon. Above all, it is undoubtedly against public policy to charge excessively for the use of money.
It cannot be argued that assent to the increases can be implied either from the June 18, 1991 request of petitioners for loan
restructuring or from their lack of response to the statements of account sent by respondent. Such request does not indicate
any agreement to an interest increase; there can be no implied waiver of a right when there is no clear, unequivocal and
decisive act showing such purpose. Besides, the statements were not letters of information sent to secure their conformity; and
even if we were to presume these as an offer, there was no acceptance. No one receiving a proposal to modify a loan
contract, especially interest -- a vital component -- is obliged to answer the proposal.
Besides, PNB did not comply with its own stipulation that should the loan not be paid 2 years after release of money then it
shall be converted to a medium term loan.
*Court applied 12% interest rate instead for being a forbearance of money
(there were some pieces of evidence presented by PNB in court that sampaguita objected to. Lower courts overruled the
objections but SC said the objections were correct and the evidence should not have been admitted. i.e. contract wasnt
signed by the parties, a part of the contract wasnt properly annexed/no reference was made in the main contract.)
In addition to the preceding discussion, it is then useless to labor the point that the increase in rates violates the impairment
clause of the Constitution, because the sole purpose of this provision is to safeguard the integrity of valid contractual
agreements against unwarranted interference by the State in the form of laws. Private individuals intrusions on interest rates
is governed by statutory enactments like the Civil Code
Article 1311
Art. 1311. Contracts take effect only between the parties, their assigns and heirs, except in case
where the rights and obligations arising from the contract are not transmissible by their nature, or by
stipulation or by provision of law. The heir is not liable beyond the value of the property he received
from the decedent.
If a contract should contain some stipulation in favor of a third person, he may demand its fulfillment
provided he communicated his acceptance to the obligor before its revocation. A mere incidental
benefit or interest of a person is not sufficient. The contracting parties must have clearly and
deliberately conferred a favor upon a third person. (1257a)
Same; Contracts; In the Deed of Quitclaim in question wherein Laigo Realty Corp. waived in favor of GSIS its rights in favor of
the subdivision in question arising out of its development and assumed to pay the claims of any contractor, material furnisher,
lot buyer, etc. having connection with said development, the GSIS was not relieved of any liability to petitioner for the cost of
materials and labor the latter incurred in building the subdivision houses if Laigo Realty Corp. is unable to pay them.What is
more, the reliance of GSIS on the Deed of Quitclaim of May 7, 1970 is to Our mind misplaced. We have analyzed this
document carefully, and We are of the considered view that it is actually evidence against GSIS. Even if what is unnatural in
ordinary business or industrial experience were assumed, that is, that GSIS was unaware all along during the period of their
construction of the work then being done by petitioners,albeit it is possible there was no express consent given theretoby
and thru the aforementioned deed of quitclaim, GSIS agreed to receive and did actually receive the benefits of what petitioners
had accomplished or would accomplish under their contracts with Laigo. So much so, that the dispositive portion of the
quitclaim deed does not really relieve GSIS from liability to petitioners. Properly viewed, GSIS virtually assumed under said
deed, liability in regard to claims like those of petitioners who might not be paid by Laigo albeit said liability has been made
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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NO. Before the provisions of the Negotiable Instruments Law can come into operation- there must be a document in existence
of the character described in section 1 of the Law; and no rights properly speaking arise in respect to said instrument until it is
delivered. In the case before us there was an order, it is true, transmitted by the defendant bank to its New York branch, for
the payment of a specified sum of money to George A. Kauffman. But this order was not made payable to order or to bearer,
as required in subsection (d) of that Act; and inasmuch as it never left the possession of the bank, or its representative in New
York City, there was no delivery in the sense intended in section 16 of the same Law. In this connection it is unnecessary to
point out that the official receipt delivered by the bank to the purchaser of the telegraphic order, and already set out above,
cannot itself be viewed in the light of a negotiable instrument, although it affords complete proof of the obligation actually
assumed by the bank.
Contracts; Extra-judicial partition; Land Registration; The validity of or compliance with a stipulation appearing in an extrajudicial partition cannot be left to the will of one of the parties.The stipulation (Exhibit 0-1) is part of an extra-judicial partition
(Exh. 0) duly agreed and signed by the parties, hence the same must bind the contracting parties thereto and its validity or
compliance cannot be left to the will of one of them (Art. 1308, N.C.C.). Under Art. 1311 of the New Civil Code, this stipulation
takes effect between the parties, their assigns and heirs.
Same; Same; Same; A stipulation that the fruits of a parcel of land shall be used to defray certain expenses connected with
religious festivities or occasions is a stipulation pour autrui.The second paragraph of Article 1311 above-quoted states the
law on stipulations pour autrui. Considering the nature and purpose of the stipulation (Exh. 0-1), We hold that said stipulation is
a stipulation pour autrui. A stipulation pour autrui is a stipulation in favor of a third person conferring a clear and deliberate
favor upon him, and which stipulation is merely a part of a contract entered into by the parties, neither of whom acted as agent
of the third person, and such third person may demands its fulfillment provided that he communicates his acceptance to the
obligor before it is revoked. The requisites are: (1) that the application in favor of a third person should be a part, not the whole,
of the contract; (2) that the favorable stipulation should not be conditioned or compensated by any kind of obligation whatever;
and (3) neither of the contracting parties bears the legal representation or authorization of third party.
On the same day the Philippine National Bank dispatched to its New York agency a cablegram:
Pay George A. Kauffman, New York, account Philippine Fiber Produce Co., $45,000. (Sgd.) PHILIPPINE NATIONAL
BANK, Manila.
However, the banks representative in New York replied suggesting the advisability of withholding this money from Kauffman.
The PNB dispatched to its New York agency another message to withhold the Kauffman payment as suggested.
Meanwhile, upon advice of Wicks that the money has been placed to his credit, Kauffman presented himself at the office of the
Philippine National Bank in New York and demanded the money. By this time, however, the message from the Philippine
National Bank directing the withholding of payment had been received in New York, and payment was therefore refused. Thus
the present complaint to recover said sum, with interest and costs.
ISSUE:
WON the Negotiable Instruments Law applies to present case?
HELD:
Same; Same; Same; Test to be used in determining whether stipulation constitutes a valid stipulation pour autrui.The fairest
test to determine whether the interest of third person in a contract is a stipulation pour autrui or merely an incidental interest, is
to rely upon the intention of the parties as disclosed by their contract. In applying this test, it matters not whether the stipulation
is in the nature of a gift or whether there is an obligation owing from the promisee to the third person. That no such obligation
exists may in some degree assist in determining whether the parties intended to benefit a third person.
Same: Same; Same; Same.The evidence on record shows that the true intent of the parties is to confer a direct and material
benefit upon the Church. The fruits of the aforesaid land were used thenceforth to defray the expenses of the Church in the
preparation and celebration of the Holy Week, an annual Church function. Suffice it to say that were it not for Exhibit 0-1, the
Church would have necessarily expended for this religious occasion, the annual religious procession during the Holy Week
and also for the repair and preservation of all the statues, tables, carriages and all other things necessary for the celebration of
the Seven Last Words.
Same; Same; Same; A stipulation pour autrui may be accepted anytime before it is revoked. Acceptance of a stipulation pour
autrui need not be in any particular form and may be inferred from the beneficiarys enjoyment of the fruits flowing therefrom
for a good number of years.While a stipulation in favor of a third person has no binding effect in itself before its acceptance
by the party favored, the law does not provide when the third person must make his acceptance. As a rule, there is no time
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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(Macias & Co. v. Warner Barnes & Co., 43 Phil. 155 [1922] and Salonga v. Warner Barnes & Co., Ltd., 88 Phil. 125 [1951];
Coquia v. Fieldmen's Insurance Co., Inc., 26 SCRA 178 [1968]).
Same; Same; Lease; In a contract of sub-lease, the personality of the lessee does not disappear and the sub-lease generally
does not have any direct action against the owner of the premises as lessor. In a sub-lease, there are two leases and two
distinct judicial relations although intimately connected and related to each other, unlike in a case of assignment of lease,
where the lessee transmits absolutely his right, and his personality disappears; there only remains in the juridical relation two
persons, the lessor and the assignee who is converted into a lessee (Moreno, Philippine Law Dictionary, 2nd ed., p. 594). In
other words, in a contract of sub- lease, the personality of the lessee does not disappear; he does not transmit absolutely his
rights and obligations to the sub-lessee; and the sub-lessee generally does not have any direct action against the owner of the
premises as lessor, to require the compliance of the obligations contracted with the plaintiff as lessee, or vice versa (10
Manresa, Spanish Civil Code, 438).
Same; Same; Transportation Laws; Article 52 of Code of Commerce provides that the charter party shall contain the name,
surname and domicile of the charterer, and if he is acting by commission, that of the person for whose account he makes the
contract.It is undisputed that the charter party, basis of the complaint, was entered into between petitioner Marimperio
Compaia Naviera, S.A., through its duly authorized agent in London, the N & J Vlassopulos, Ltd., and the Interocean
Shipping Company of Manila through the latter's duly authorized broker, the Overseas Steamship Co., Inc., represented by
Matthews, Wrightson Burbridge Ltd., for the Charter of the "SS PAXOI" (Amended Complaint, Amended Record on Appeal, p.
33; Complaint-in- Intervention, Amended Record on Appeal, p. 87), It is also alleged in both the Complaint (Amended Record
on Appeal, p. 18) and the Amended Complaint (Amended Record on Appeal, p. 39) that the Interocean Shipping Company
sublet the said vessel to respondent Union Import and Export Corporation which in turn sublet the same to respondent Philin
Traders Corporation. It is admitted by respondents that the charterer is the Interocean Shipping Company. Even paragraph 3
of the complaintin-intervention alleges that respondents were given the use of the vessel "pursuant to paragraph 20 of the
Uniform Time Charter x x x" which precisely provides for the subletting of the vessel by the charterer (Rollo, p. 24).
Furthermore, Article 652 of the Code of Commerce provides that the charter party shall contain, among others, the name,
surname, and domicile of the charterer, and if he states that he is acting by commission, that of the person for whose account
he makes the contract. It is obvious from the disclosure made in the charter party by the authorized broker, the Overseas
Steamship Co., Inc., that the real charterer is the Interocean Shipping Company (which sublet the vessel to Union Import and
Export Corporation which in turn sublet it to Philin Traders Corporation).
Same; Same; Same; Petitioner can rescind the charter party extrajudicially.Premises considered, (1) the decision of the Court
of Appeals affirming the amended decision of the Court of First Instance of Manila, Branch VIII, is hereby REVERSED and
SET ASIDE except for that portion of the decision dismissing the complaint-in intervention; and (2) the original decision of the
trial court is hereby REINSTATED.
Contracts; Non-parties to agreement cannot he prejudiced by its terms.As against Capital Insurance and Surety Co., Inc.,
Central Azucarera del Danao cannot invoke by way of defense the March 3, 1960 Agreement to evade liability. The binding
effect of the March 3, 1960 Agreement does not extend to those not parties to the contract, Capital Insurance & Surety Co.,
Inc. in this instance. Thus, Article 1311, Civil Code of the Philippines provides, inter alia: ART. 1311. Contracts take effect only
between the parties, their assigns and heirs, except in case where the rights and obligations arising from the contract are not
transmissible by their nature, or by stipulation or by provision of law. The heir is not liable beyond the value of the property he
received from the decedent. x x x x Capital Insurance & Surety Co., Inc., cannot, therefore, be prejudiced by the terms of the
March 3, 1960 Agreement. Insofar as the insurance company is concerned, Central Azucarera del Danao is and shall remain
to be its debtor until payment is made.
Same; Interpretation; Contemporaneous and subsequent acts of parties considered.The facts of the case before us show
every indication of the contracting parties conflicting interpretation of paragraphs 9 & 10. Judicial determination of the
parties intention is thus, inevitable. To ascertain the same, the contemporaneous and subsequent acts of the parties shall be
considered. It should be recalled that at the time PNB acquired Central Azucarera del Danao from Talisay-Silay Milling Co.,
Inc. the identities of its creditors were not yet disclosed because at the time the settlement was reached, the books of Central
Azucarera del Danao, then in the possession of Talisay-Silay Milling, Co., Inc. and/or Mr. J. Amado Araneta as President of
petitioner, had not yet been turned over to PNB. Apprehensive and wary of a sudden emergence of unknown creditors after its
actual takeover of Central Azucarera del Danao, PNBs representatives insisted on the insertion of paragraphs 9 and 10 in
the proposed Agreement of March 3, 1960 to protect the bank from the assumption of all unsettled obligations of Central
Azucarera del Danao, especially fraudulent claims. It is thus illogical to hold liable, without a right to indemnification, as the
lower court did, Central Azucarera del Danao, just because the unsettled obligation of P57,323.71 worth of premiums was
recorded in its books. For if this were the case, there would have been no need for PNBs insistence on the inclusion of
paragraphs 9 and 10 in the March 3, 1960 Agreement.
BARFEL V. CA, 223 SCRA 268
Civil Law; Contract; Real Interest defined; A real interest has been defined as a present substantial interest, as distinguished
from a mere expectancy or a future, contingent, subordinate or consequential interest.In Marimperio Compania Naviera, S.A.
v. CA, G.R. 40234, December 14, 1987, the Court held: According to Article 1311 of the Civil Code, a contract takes effect
between the parties who made it, and also their assigns and heirs, except in cases where the rights and obligations arising
from the contract are not transmissible by their nature, or by stipulation or by provision of law. Since a contract may be violated
only by the parties, thereto as against each other, in an action upon that contract, the real parties in interest, either as plaintiff
or as defendant, must be parties to said contract. Therefore, a party who has not taken part in it cannot sue or be sued for
performance or for cancellation thereof, unless he shows that he has a real interest affected thereby. A real interest has
been defined as a present substantial interest, as distinguished from a mere expectancy or a future, contingent, subordinate
or consequential interest. (Moreno, Federico B. Philippine Law Dictionary. Third Edition)
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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liability of the arrastre operator.In the performance of its job, an arrastre operator is bound by the management contract it
had executed with the Bureau of Customs. However, a management contract, which is a sort of a stipulation pour autrui within
the meaning of Article 1311 of the Civil Code, is also binding on a consignee because it is incorporated in the gate pass and
delivery receipt which must be presented by the consignee before delivery can be effected to it. The insurer, as successor-ininterest of the consignee, is likewise bound by the management contract. Indeed, upon taking delivery of the cargo, a
consignee (and necessarily its successor-in-interest) tacitly accepts the provisions of the management contract, including
those which are intended to limit the liability of one of the contracting parties, the arrastre operator.
Same; Same; A consignee who does not avail of the services of the arrastre operator is not bound by the management
contract.However, a consignee who does not avail of the services of the arrastre operator is not bound by the management
contract. Such an exception to the rule does not obtain here as the consignee did in fact accept delivery of the cargo from the
arrastre operator.
Same; Same; The advance notice of the actual invoice of the goods entrusted to the arrastre operator is for the purpose of
determining its liability, that it may obtain compensation commensurate to the risk it assumes, and not for the purpose of
determining the degree of care or diligence it must exercise as a depository or warehouseman.In the same case, the Court
added that the advance notice of the actual invoice of the goods entrusted to the arrastre operator is for the purpose of
determining its liability, that it may obtain compensation commensurable to the risk it assumes, (and) not for the purpose of
determining the degree of care or diligence it must exercise as a depository or warehouseman since the arrastre operator
should not discriminate between cargoes of substantial and small values, nor exercise care and caution only for the handling
of goods announced to it beforehand to be of sizeable value, for that would be spurning the public service nature of its
business.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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RATIONALE:
Petitioners are NOT real parties-in-interest
Article 1311 of the Civil Code, states:
Contracts take effect only between the parties, their assigns, and heirs, except in case where
the rights and obligations arising from the contract are not transmissible by their nature, or by
stipulation, or by provision of law. x x x.
If a contract should contain some stipulation in favor of a third person, he may demand its
fulfillment provided he communicated his acceptance to the obligor before its revocation. A mere
incidental benefit or interest of a person is not sufficient. The contracting parties must have
clearly and deliberately conferred a favor upon a third person. (Underscoring supplied.)
Petitioners are not parties to the contract of sale between their principals and NHA. They are mere agents of the owners of
the land subject of the sale. As agents, they only render some service or do something in representation or on behalf of their
principals. Rendering of such service did not make them parties to the contracts of sale executed in behalf of the latter. Since
a contract may be violated only by the parties thereto as against each other, the real parties-in-interest, either as plaintiff or
defendant, in an action upon that contract must, generally, either be parties to said contract. Neither are they heirs nor assigns
of the owners of the property.
Also, it does not appear that petitioners are beneficiaries of a stipulation pour autrui under the second paragraph of Article
1311 of the Civil Code. Indeed, there is no stipulation in any of the Deeds of Absolute Sale clearly and deliberately
conferring a favor to any third person.
As petitioners are not parties, heirs, assignees, or beneficiaries of a stipulation pour autrui under the contracts of sale, they do
not, under substantive law, possess the right they seek to enforce. Therefore, they are not the real parties-in-interest in this
case.
NHA was justified in cancelling the contract
Petitioners were wrong to say that NHA rescinded the contract. NHA cannot rescind the contract because did not commit any
breach of their contract. The cancellation, therefore, was not a rescission under Article 1191. Rather, the cancellation was
based on the negation of the cause arising from the realization that the lands, which were the object of the sale, were not
suitable for housing.
Cause is the essential reason which moves the contracting parties to enter into it. In other words, the cause is the immediate,
direct and proximate reason which justifies the creation of an obligation through the will of the contracting parties. Cause,
which is the essential reason for the contract, should be distinguished from motive, which is the particular reason of a
contracting party which does not affect the other party.
Ordinarily, a partys motives for entering into the contract do not affect the contract. However, when the motive predetermines
the cause, the motive may be regarded as the cause. In this case, NHA would not have entered into the contract had it known
2014A
that properties were not suitable for housing. On the part of the NHA, therefore, the motive was the cause for its being a party
to the sale.
The realization of the mistake as regards the quality of the land resulted in the negation of the motive/cause thus rendering the
contract inexistent. Article 1318 of the Civil Code states that:
Art. 1318. 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 which is established. (Underscoring supplied.)
SPS. MAMARIL V. BOY SCOUTS OF THE PHILIPPINES, 688 SCRA 437 [2013]
Civil Law; Quasi-Delicts; Article 20 of the Civil Code provides that every person, who, contrary to law, willfully or negligently
causes damage to another, shall indemnify the latter for the same.Article 20 of the Civil Code provides that every person,
who, contrary to law, willfully or negligently causes damage to another, shall indemnify the latter for the same. Similarly, Article
2176 of the Civil Code states: Art. 2176. Whoever by act or omission causes damage to another, there being fault or
negligence, is obliged to pay for the damage done. Such fault or negligence, if there is no preexisting contractual relation
between the parties, is called a quasi-delict and is governed by the provisions of this Chapter. In this case, it is undisputed that
the proximate cause of the loss of Sps. Mamarils vehicle was the negligent act of security guards Pea and Gaddi in allowing
an unidentified person to drive out the subject vehicle. Proximate cause has been defined as that cause, which, in natural and
continuous sequence, unbroken by any efficient intervening cause, produces the injury or loss, and without which the result
would not have occurred. Moreover, Pea and Gaddi failed to refute Sps. Mamarils contention that they readily admitted being
at fault during the investigation that ensued.
Same; Same; Security Guards; It is settled that where the security agency, as here, recruits, hires and assigns the work of its
watchmen or security guards, the agency is the employer of such guards and watchmen. Liability for illegal or harmful acts
committed by the security guards attaches to the employer agency, and not to the clients or customers of such
agency.Neither will the vicarious liability of an employer under Article 2180 of the Civil Code apply in this case. It is
uncontested that Pea and Gaddi were assigned as security guards by AIB to BSP pursuant to the Guard Service Contract.
Clearly, therefore, no employer-employee relationship existed between BSP and the security guards assigned in its premises.
Consequently, the latters negligence cannot be imputed against BSP but should be attributed to AIB, the true employer of
Pea and Gaddi. In the case of Soliman, Jr. v. Tuazon, 209 SCRA 47 (1992), the Court enunciated thus: It is settled that
where the security agency, as here, recruits, hires and assigns the work of its watchmen or security guards, the agency is the
employer of such guards and watchmen. Liability for illegal or harmful acts committed by the security guards attaches to the
employer agency, and not to the clients or customers of such agency. As a general rule, a client or customer of a security
agency has no hand in selecting who among the pool of security guards or watchmen employed by the agency shall be
assigned to it; the duty to observe the diligence of a good father of a family in the selection of the guards cannot, in the
ordinary course of events, be demanded from the client whose premises or property are protected by the security guards. The
fact that a client company may give instructions or directions to the security guards assigned to it, does not, by itself, render
the client responsible as an employer of the security guards concerned and liable for their wrongful acts or omissions. Those
instructions or directions are ordinarily no more than requests commonly envisaged in the contract for services entered into
with the security agency.
Same; Same; Agency; Article 1868 of the Civil Code states that [b]y the contract of agency, a person binds himself to render
some service or to do something in representation or on behalf of another, with the consent or authority of the latter.Nor can
it be said that a principal-agent relationship existed between BSP and the security guards Pea and Gaddi as to make the
former liable for the latters complained act. Article 1868 of the Civil Code states that [b]y the contract of agency, a person
binds himself to render some service or to do something in representation or on behalf of another, with the consent or authority
of the latter. The basis for agency therefore is representation, which element is absent in the instant case. Records show that
BSP merely hired the services of AIB, which, in turn, assigned security guards, solely for the protection of its properties and
premises. Nowhere can it be inferred in the Guard Service Contract that AIB was appointed as an agent of BSP. Instead, what
the parties intended was a pure principal-client relationship whereby for a consideration, AIB rendered its security services to
BSP.
Same; Stipulation Pour Autrui; Requisites in order that a third person benefited by a stipulation pour autrui may demand its
fulfillment.In order that a third person benefited by the second paragraph of Article 1311, referred to as a stipulation pour
autrui, may demand its fulfillment, the following requisites must concur: (1) There is a stipulation in favor of a third person; (2)
The stipulation is a part, not the whole, of the contract; (3) The contracting parties clearly and deliberately conferred a favor to
the third personthe favor is not merely incidental; (4) The favor is unconditional and uncompensated; (5) The third person
communicated his or her acceptance of the favor before its revocation; and (6) The contracting parties do not represent, or are
not authorized, by the third party. However, none of the foregoing elements obtains in this case.
Same; Lease; It has been held that the act of parking a vehicle in a garage, upon payment of a fixed amount, is a lease.The
Court concurs with the finding of the CA that the contract between the parties herein was one of lease as defined under Article
1643 of the Civil Code. It has been held that the act of parking a vehicle in a garage, upon payment of a fixed amount, is a
lease. Even in a majority of American cases, it has been ruled that where a customer simply pays a fee, parks his car in any
available space in the lot, locks the car and takes the key with him, the possession and control of the car, necessary elements
in bailment, do not pass to the parking lot operator, hence, the contractual relationship between the parties is one of lease.
Same; Same; Article 1664 of the Civil Code states that [t]he lessor is not obliged to answer for a mere act of trespass which a
third person may cause on the use of the thing leased; but the lessee shall have a direct action against the intruder.In the
instant case, the owners parked their six (6) passenger jeepneys inside the BSP compound for a monthly fee of P300.00 for
each unit and took the keys home with them. Hence, a lessor-lessee relationship indubitably existed between them and BSP.
On this score, Article 1654 of the Civil Code provides that [t]he lessor (BSP) is obliged: (1) to deliver the thing which is the
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Facts:
In 1902, Teodorica Endencia executed a contract whereby she obligated herself to convey to Geo W. Daywalt a 452-hectare
parcel of land for P 4000. They agreed that a deed should be executed as soon as Endencias title to the land was perfected in
the Court of Land Registration and a Torrens title issued in her name. When the Torrens title was issued, Endencia found out
that the property measured 1248 hectares instead of 452 hectares, as she initially believed. Because of this, she became
reluctant to transfer the whole tract to Daywalt, claiming that she never intended to sell so large an amount and that she had
been misinformed as to its area. Daywalt filed an action for specific performance. The SC ordered Endencia to convey the
entire tract to Daywalt.
Meanwhile, La Corporacion de los Padres Agustinos Recoletos (Recoletos), was a religious corp., w/c owned an estate
immediately adjacent to the property sold by Endencia to Daywalt. It also happened that Fr. Sanz, the representative of the
Recoletos, exerted some influence and ascendancy over Endencia, who was a woman of little force and easily subject to the
influence of other people. Fr. Sanz knew of the existence of the contracts with Daywalt and discouraged her from conveying
the entire tract.
Daywalt filed an action for damages against the Recoletos on the ground that it unlawfully induced Endencia to refrain from the
performance of her contract for the sale of the land in question and to withhold delivery of the Torrens title. Daywalts claim for
damages against the Recoletos was for the huge sum of P 500000 [in the year 1919], since he claims that because of the
interference of the Recoletos, he failed to consummate a contract with another person for the sale of the property and its
conversion into a sugar mill.
Issue:
Whether Recoletos is liable to Daywalt?
Held:
Yes, it is not liable.
Article 1312
Art. 1312. In contracts creating real rights, third persons who come into possession of the object of the
contract are bound thereby, subject to the provisions of the Mortgage Law and the Land Registration
Laws. (n)
The stranger who interferes in a contract between other parties cannot become more extensively liable in damages for the
non-performance of the contract than the party in whose behalf he intermediates. Hence, in order to determine the liability of
the Recoletos, there is first a need to consider the liability of Endencia to Daywalt. The damages claimed by Daywalt from
Endencia cannot be recovered from her, first, because these are special damages w/c were not w/in the contemplation of the
parties when the contract was made, and secondly, these damages are too remote to be the subject of recovery. Since
Endencia is not liable for damages to Daywalt, neither can the Recoletos be held liable. As already suggested, by advising
Endencia not to perform the contract, the Recoletos could in no event render itself more extensively liable than the principal in
the contract.
Article 1257 of the Civil Code declares that contracts are binding only between the parties and their privies. In conformity with
this it has been held that a stranger to a contract has no right of action for the nonfulfillment of the contract except in the case
especially contemplated in the second paragraph of the same article. (Uy Tam and Uy Yet vs. Leonard, 30 Phil. Rep., 471.) As
observed by this court in Manila Railroad Co. vs. Compaia Transatlantica, R. G. No. 11318 (38 Phil. Rep., 875), a contract,
when effectually entered into between certain parties, determines not only the character and extent of the liability of the
contracting parties but also the person or entity by whom the obligation is exigible. The same idea should apparently be
applicable with respect to the person against whom the obligation of the contract may be enforced; for it is evident that there
must be a certain mutuality in the obligation, and if the stranger to a contract is not permitted to sue to enforce it, he cannot
consistently be held liable upon it.
Article 1318
Art. 1318. 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 which is established. (1261)
ONG YIU V. CA, 91 SCRA 223
Same; Same; Same; Same; Same; Contention that the lien collides with the constitutional guarantee of freedom of association,
not tenable.The contention that this lien collides with the constitutional guarantee of freedom of association is not tenable.
The transaction between the defendants and the original seller (defendants immediate predecessor) of the land covered by
TCT No. 81136 is a sale and the conditions have been validly imposed by the said vendor/the same not being contrary to law,
morals and good customs and public policy. The fact that it has been approved by the Land Registration Commission did not
make it a governmental act subject to the constitutional restriction against infringement of the right of association. The
constitutional proscription that no person can be compelled to be a member of an association against his will applies only to
government acts and not to private transactions like the one in question.
Civil Law; Transportation; Breach of contract of transportation; Bad faith, Concept of; No bad faith committed when airline
company exerted due diligence with its duty in locating a passengers lost luggage; Case at bar.From the facts of the case,
we agree with respondent Court that PAL had not acted in bad faith. Bad faith means a breach of a known duty through some
motive of interest or ill will. It was the duty of PAL to look for petitioners luggage which had been miscarried. PAL exerted due
diligence in complying with such duty.
Article 1314
Same; Same; Same; Same; Exemplary Damages; Exemplary damages not awarded when defendant had not acted
fraudulently or oppressively.Petitioner is neither entitled to exemplary damages. In contracts, as provided for in Article 2232
of the Civil Code, exemplary damages can be granted if the defendant acted in a wanton, fraudulent, reckless, oppressive, or
malevolent manner, which has not been proven in this case.
Art. 1314. Any third person who induces another to violate his contract shall be liable for damages to the
other contracting party. (n)
Same; Same; Same; Same; Moral Damages; No award of moral damages when bad faith is absent.In the absence of a
wrongful act or omission or of fraud or bad faith, petitioner is not entitled to moral damages.
Same; Same; Same; Contracts of adhesion; Philippine Air Lines limited carriage liability of P100.00 for loss or delay of its
passengers baggage held valid and binding absent higher value declared for luggage and actual value of goods lost.While it
may be true that petitioner had not signed the plane ticket (Exh. 12), he is nevertheless bound by the provisions thereof.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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from the requisite offer or acceptance contemplated under Article 1319 of the Civil Code. An offer must be clear and definite,
while an acceptance must be unconditional and unbounded, in order that their concurrence can give rise to a perfected
contract. The law provides: Art. 1319. Consent is manifested by the meeting of the offer and the acceptance upon the thing
and the cause which are to constitute the contract. The offer must be certain and the acceptance absolute. A qualified
acceptance constitutes a counter-offer.
The letter of MCFC and MSC referred to in the questioned decision of the appellate court, cannot be so considered as a
perfected agreement between the parties as it proposed new terms and conditions for the alleged contract it was a
counteroffer.
Article 1324
Art. 1324. When the offerer has allowed the offeree a certain period to accept, the offer may be
withdrawn at any time before acceptance by communicating such withdrawal, except when the option
is founded upon a consideration, as something paid or promised. (n)
Article 1319
Art. 1319. Consent is manifested by the meeting of the offer and the acceptance upon the thing and
the cause which are to constitute the contract. The offer must be certain and the acceptance absolute.
A qualified acceptance constitutes a counter-offer.
Acceptance made by letter or telegram does not bind the offerer except from the time it came to his
knowledge. The contract, in such a case, is presumed to have been entered into in the place where
the offer was made. (1262a)
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Held/Ratio:
A negotiation is formally initiated by an offer. An imperfect promise (policitacion) is merely an offer. Public advertisements or
solicitations and the like are ordinarily construed as mere invitations to make offers or only as proposals. These relations, until
a contract is perfected, are not considered binding commitments. Thus, at any time prior to the perfection of the contract, either
negotiating party may stop the negotiation. The offer, at this stage, may be withdrawn; the withdrawal is effective immediately
after its manifestation, such as by its mailing and not necessarily when the offeree learns of the withdrawal. Where a period is
given to the offeree within which to accept the offer, the following rules generally govern:
(1) If the period is not itself founded upon or supported by a consideration, the offeror is still free and has the right to withdraw
the offer before its acceptance, or, if an acceptance has been made, before the offeror's coming to know of such fact, by
communicating that withdrawal to the offeree (see Art. 1324, Civil Code). The right to withdraw, however, must not be
exercised whimsically or arbitrarily; otherwise, it could give rise to a damage claim under Article 19 of the Civil Code which
ordains that "every person must, in the exercise of his rights and in the performance of his duties, act with justice, give
everyone his due, and observe honesty and good faith."
(2) If the period has a separate consideration, a contract of "option" is deemed perfected, and it would be a breach of that
contract to withdraw the offer during the agreed period. The option, however, is an independent contract by itself, and it is to
be distinguished from the projected main agreement (subject matter of the option) which is obviously yet to be concluded. If, in
fact, the optioner-offeror withdraws the offer before its acceptance (exercise of the option) by the optionee-offeree, the latter
may not sue for specific performance on the proposed contract ("object" of the option) since it has failed to reach its own stage
of perfection. The optioner-offeror, however, renders himself liable for damages for breach of the option. In these cases, care
should be taken of the real nature of the consideration given, for if, in fact, it has been intended to be part of the consideration
for the main contract with a right of withdrawal on the part of the optionee, the main contract could be deemed perfected; a
similar instance would be an "earnest money" in a contract of sale that can evidence its perfection (Art. 1482, Civil Code).
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. Neither can the right of first refusal, understood in its normal concept,
per se be brought within the purview of an option under the second paragraph of Article 1479, aforequoted, or possibly of an
offer under Article 1319 of the same Code. 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 (since the essential elements to establish the vinculum juris would still be indefinite and inconclusive) 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, such as already intimated above,
an unjustified disregard thereof, given, for instance, the circumstances expressed in Article 19 of the Civil Code, can warrant a
recovery for damages.
The final judgment in this case, it must be stressed, 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, as it is here so conveyed to
us, 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.
Furthermore, whether private respondent Buen Realty Development Corporation, the alleged purchaser of the property, has
acted in good faith or bad faith and whether or not it should, in any case, be considered bound to respect the registration of the
lis pendens are matters that must be independently addressed in appropriate proceedings. Buen Realty, not having been
impleaded in the case, cannot be held subject to the writ of execution issued by respondent Judge, let alone ousted from the
ownership and possession of the property, without first being duly afforded its day in court.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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The foregoing stipulations of the lease contract are the subject of the present controversy.
RTC Ruled in favor of Carmelo stating, among other things, that paragraph 8 of the contract is an option clause (under Art
1324) which is not supported by a separate consideration. Under Art 1352, Contracts without cause or with unlawful cause,
produce no effect whatever. The cause is unlawful if it is contrary to law, morals, good custom, public order or public policy.
Therefore contracts without consideration produce no effect.
ISSUE:
1)
2)
CA Reversed the CA saying that paragraph 8 is not an option contract/clause under 1324 but a right of first refusal under
1479, which does not need a separate distinct consideration.
HELD:
(1) The second paragraph of Article 1479 provides for the definition and consequent rights and obligations under an option
contract. For an option contract to be valid and enforceable against the promissor, there must be a separate and distinct
consideration that supports it.
ISSUE:
W/N paragraph 8 is an option contract/ clause which needs a separate consideration. NO, its a right of first refusal.
RATIO:
Article 1324 speaks of an "offer" made by an offeror which the offeree may or may not accept within a certain period. Under
this article, the offer may be withdrawn by the offeror before the expiration of the period and while the offeree has not yet
accepted the offer. However, the offer cannot be withdrawn by the offeror within the period if a consideration has been
promised or given by the offeree in exchange for the privilege of being given that period within which to accept the offer. The
consideration is distinct from the price which is part of the offer. The contract that arises is known as option. In the case of
Beaumont the SC, defined an option as follows: "A contract by virtue of which A, in consideration of the payment of a certain
sum to B, acquires the privilege of buying from or selling to B, certain securities or properties within a limited time at a specified
price."
Article 1479, second paragraph, on the other hand, contemplates of an "accepted unilateral promise to buy or to sell a
determinate thing for a price within (which) is binding upon the promisee if the promise is supported by a consideration distinct
from the price." That "unilateral promise to buy or to sell a determinate thing for a price certain" is called an offer. An "offer", in
laws, is a proposal to enter into a contract.
Based on the foregoing discussion, it is evident that the provision granting Mayfair "30-days exclusive option to purchase" the
leased premises is NOT AN OPTION. Although the provision is certain as to the object (the sale of the leased premises) the
price for which the object is to be sold is not stated in the provision. Otherwise stated, the questioned stipulation is not by itself,
an "option" or the "offer to sell" because the clause does not specify the price for the subject property.
Although the provision giving Mayfair "30-days exclusive option to purchase" cannot be legally categorized as an option, it is,
nevertheless, a valid and binding stipulation. What the trial court failed to appreciate was the intention of the parties behind the
questioned proviso.
The provision in question is not of the pro-forma type customarily found in a contract of lease. Even appellees have recognized
that the stipulation was incorporated in the two Contracts of Lease at the initiative and behest of Mayfair. Evidently, the
stipulation was intended to benefit and protect Mayfair in its rights as lessee in case Carmelo should decide, during the term of
the lease, to sell the leased property. This intention of the parties is achieved in two ways in accordance with the stipulation.
The first is by giving Mayfair "30-days exclusive option to purchase" the leased property. The second is, in case Mayfair would
opt not to purchase the leased property, "that the purchaser (the new owner of the leased property) shall recognize the lease
and be bound by all the terms and conditions thereof."
In other words, paragraph 8 of the two Contracts of lease, particularly the stipulation giving Mayfair "30-days exclusive option
to purchase the (leased premises)," was meant to provide Mayfair the opportunity to purchase and acquire the leased property
in the event that Carmelo should decide to dispose of the property. In order to realize this intention, the implicit obligati on of
Carmelo once it had decided to sell the leased property, was not only to notify Mayfair of such decision to sell the property,
but, more importantly, to make an offer to sell the leased premises to Mayfair, giving the latter a fair and reasonable
opportunity to accept or reject the offer, before offering to sell or selling the leased property to third parties. The right vested in
Mayfair is analogous to the right of first refusal, which means that Carmelo should have offered the sale of the leased premises
to Mayfair before offering it to other parties, or, if Carmelo should receive any offer from third parties to purchase the leased
premises, then Carmelo must first give Mayfair the opportunity to match that offer.
Besides the ruling that paragraph 8 vests in Mayfair the right of first refusal as to which the requirement of distinct
consideration indispensable in an option contract, has no application, respondent appellate court also addressed the claim of
Carmelo and Equatorial that assuming arguendo that the option is valid and effective, it is impossible of performance because
it covered only the leased premises and not the entire Claro M. Recto property, while Carmelo's offer to sell pertained to the
entire property in question.
Whether or not the option to buy given to the Baptist Church is founded upon a consideration; NO
WON the consideration for the option could be the agreement for petitioners to rescue the property of the
respondents. -NO
In this case, petitioner Baptist Church seeks to buy the leased premises from the spouses Villanueva, under the option given
to them. Petitioners claim that the Baptist Church agreed to advance the large amount needed for the rescue of the property
but, in exchange, it asked the Villanuevas to grant it a long term lease and an option to buy the property for P1.8
million.[8] They argue that the consideration supporting the option was their agreement to pay off the Villanuevas P84,000
loan with the bank, thereby freeing the subject property from the mortgage encumbrance.
In the petition, the Baptist Church states that [t]rue, the Baptist Church did not pay a separate and specific sum of money to
cover the option alone. But the P84,000 it paid the Villanuevas in advance should be deemed consideration for the one
contract they entered into the lease with option to buy.[9] They rely on the case of Teodoro v. Court of Appeals[10] to support
their stand.
This Court finds no merit in these contentions.
First, petitioners cannot insist that the P84,000 they paid in order to release the Villanuevas property from the mortgage
should be deemed the separate consideration to support the contract of option. It must be pointed out that said amount was in
fact apportioned into monthly rentals spread over a period of one year, at P7,000 per month. Thus, for the entire period of June
1985 to May 1986, petitioner Baptist Churchs monthly rent had already been paid for, such that it only again commenced
paying the rentals in June 1986. This is shown by the testimony of petitioner Pastor Belmonte where he states that
the P84,000 was advance rental equivalent to monthly rent of P7,000 for one year, such that for the entire year from 1985
to 1986 the Baptist Church did not pay monthly rent. [11]
This Court agrees with respondents that the amount of P84,000 has been fully exhausted and utilized by their occupation of
the premises and there is no separate consideration to speak of which could support the option.[12]
Second, petitioners reliance on the case of Teodoro v. Court of Appeals[13] is misplaced. Consequently, unlike this case,
Teodoro paid over and above the amount due for her own occupation of a portion of the property. Hence, in Teodoro, this
Court was able to find that a separate consideration supported the option contract and thus, its enforcement may be
demanded..
(2) In Villamor v. Court of Appeals,[14] this Court defined consideration as the why of the contracts, the essential reason which
moves the contracting parties to enter into the contract. [15]This definition illustrates that the consideration contemplated to
support an option contract need not be monetary.
Specifically, in Villamor v. Court of Appeals,[16] half of a parcel of land was sold to the spouses Villamor for P70 per square
meter, an amount much higher than the reasonable prevailing price. Thereafter, a deed of option was executed whereby the
sellers undertook to sell the other half to the same spouses. It was stated in the deed that the only reason the spouses bought
the first half of the parcel of land at a much higher price, was the undertaking of the sellers to sell the second half of the land,
also at the same price. This Court held that the cause or consideration for the option, on the part of the spouses-buyers, was
the undertaking of the sellers to sell the other half of the property. On the part of the sellers, the consideration supporting the
option was the much higher amount at which the buyers agreed to buy the property. It was explicit from the deed therein that
for the parties, this was the consideration for their entering into the contract.
Villamor is distinct from the present case because, First, this Court cannot find that petitioner Baptist Church parted with
anything of value, aside from the amount of P84,000 which was in fact eventually utilized as rental payments. Second, there is
no document that contains an agreement between the parties that petitioner Baptist Churchs supposed rescue of the
mortgaged property was the consideration which the parties contemplated in support of the option clause in the contract. As
previously stated, the amount advanced had been fully utilized as rental payments over a period of one year. While the
Villanuevas may have them to thank for extending the payment at a time of need, this is not the separate consideration
contemplated by law.
FACTS
Respondent-heirs told petitioner-lessees that they had decided to sell their interest in the property. They asked if the
petitioners would like to exercise their right of pre-emption as lessees and were given 30 days to exercise their right.
Silence would mean a waiver of the right.
Offer #1 by P: P asked for a 30-day extension to come up with their bid for the property. Their first proposal was a bid
price of P4M, 80% payment upon signing = P3.2M, and upon delivery of the certificate of title to each one = 20% of the
balance (P800K).
The respondents requested petitioner-lessees to increase their bid for the property but the latter failed to make another
offer so the heirs had decided to sell to another buyer who offered a higher price. Nevertheless, R informed the P that
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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they would wait for a reply within 15 days and that should the period lapse without any reply from petitioner-lessees, it
would mean that petitioner-lessees were no longer interested in buying the property.
Asking price of R (counter-offer): When P requested for their asking price, respondents indicated 5M.
In a conference subsequently held, the parties failed to agree on the price and terms for the sale of the property.
Offer #2 by P: Ps wrote another stating that after waiting for Rs reply (for 68 days) but not receiving any, they
announced their willingness to pay the P5M asking price, excluding unpaid taxes and documentary stamps shall be for
the account of the sellers.
Rs replied that as previously informed, some of the co-owners were no longer willing to sell. Only a few who represent
75% of the property were still willing ; thus, the offer to sell the entire property was no longer effective. They added that
the P5M was meant to be the net price, meaning the taxes should be for the account of the buyers.
Counter-offer by R: The respondent-heirs who were still willing to sell collectively owned 75% of the property. Their
asking price was P3.8M. P were given 2 week to respond. The petitioners did not reply so the property was sold to a
third party, Lita Sy. The other heirs sold the remaining 25% portion of the property to "Villegas brothers".
P filed an action against respondent-heirs and Spouses Sy for Annulment of Deed of Sale/Title.
Note: The Spouses Sy filed a complaint for Specific Performance against the heirs of Atanacio Villegas (apparently the
Spouses redeemed the 25% portion from the latter). not so important to the issue
Ps insist that there was already a perfected contract of sale when the R accepted the P5M offer for the property and
that the contract of sale between R and Lita Sy should be annulled since it violated the right of first refusal of P.
On the other hand, R maintain that the P5M offer already lapsed because petitioner-lessees did not accept the offer
within the period granted. Instead, petitioner-lessees opted for a conference during which the parties failed to agree on
the price. There was therefore no perfected contract of sale because there was no meeting of minds between the
parties.
ISSUES:
Whether the contract of sale between respondent-heirs and Lita Sy violated the right of first refusal of petitioner-lessees
(second issue about redemption not relevant to contracts)
RULING:
A right of first refusal is a contractual grant, not of the sale of a property, but of the first priority to buy the property in the event
the owner sells the same. The exercise of the right of first refusal is dependent not only on the owners eventual intention to
sell the property but also on the final decision of the owner as regards the terms of the sale including the price.
When a lease contains a right of first refusal, the lessor has the legal duty to the lessee not to sell the leased property to
anyone at any price until after the lessor has made an offer to sell the property to the lessee and the lessee has failed to
accept it. Only after the lessee has failed to exercise his right of first priority could the lessor sell the property to other buyers
under the same terms and conditions offered to the lessee, or under terms and conditions more favorable to the lessor.
The records show that the heirs of Dr. Lorenzo C. Reyes did recognize the right of first refusal of petitioner-lessees over the
property. This is clear from the letter dated 19 May 1988 informing petitioner-lessees that the property they were leasing is for
sale. There was an exchange of letters between the R and P evidencing the offer and counter-offer of both parties.
There was no meeting of the minds between the parties. Where a time is stated in an offer for its acceptance, the offer is
terminated at the expiration of the time given for its acceptance. The offer may also be terminated when the person to whom
the offer is made either rejects the offer outright or makes a counter-offer of his own.
The offer of P5,000,000 in the letter already lapsed when petitioner-lessees failed to accept it within the period granted. The
offer was superseded by the new offer of respondent-heirs during the conference. However, it appears from the records that
no settlement was reached between the parties during their conference.
Petitioner-lessees admit that there was an ongoing negotiation for the sale of the property. Precisely, theP5,000,000 price for
the property indicated in the letter dated 3 August 1988 was superseded by the subsequent offer of respondent-heirs during
the conference. Thus, the letter dated 18 October 1988 of petitioner-lessees is merely another counter-offer for the property in
their continuing negotiation for the property. The latest offer of respondent-heirs was contained in their letter dated 3
November 1988 wherein only the 75% undivided interest of the property was for sale at P3,825,000. When petitioner-lessees
opted not to respond to this offer, respondent-heirs had the right to sell the property to other buyers.
Petitioner-lessees already exercised their right of first refusal when they refused to respond to the latest offer of respondentheirs, which amounted to a rejection of the offer. Upon petitioner-lessees failure to respond to this latest offer of respondentheirs, the latter could validly sell the property to other buyers under the same terms and conditions offered to petitionerlessees. Thus, when respondent-heirs sold the property to Lita Sy, respondent-heirs did not violate the right of first refusal of
petitioner-lessees. Indeed, petitioner-lessees were given more than ample opportunity to purchase the property
2014A
property, but despite several notices, the spouses failed to appear before the barangay for settlement proceedings. Hence, it
issued to Enrico a Certificate to File Action.
Enrico filed a case with the RTC claiming his right based on paragraph 5 of the Contract of Lease with Option to Purchase
vesting him the right to acquire ownership of the subject property after paying the agreed amount of consideration. He testified
for himself as the sole witness.
On the other hand, the spouses denied that Luz signed the contract claiming that the signature of Luz therein is a forgery.
They presented some specimens of her signature to show the difference. They also established by documentary evidence that
Luz was out of the country at the time of the execution of the contract. In rebuttal, Enrico said that Luz signed the contract
upon returning to the Philippines and that she took it with her and upon returning it to him, it was already notarized. The RTC
ruled in favor of Enrico.
The spouses appealed to the CA which granted their appeal. Enrico filed an MR but was denied. Hence, this case.
ISSUE:
W/N the option to purchase was enforceable. NO
W/N the CA erred in disturbing the factual findings of the RTC as regards the contract. NO
HELD:
The Contract with an Option to Purchase remains unenforceable. An option is a contract by which the owner of the
property agrees with another person that the latter shall have the right to buy the formers property at a fixed price
within a certain time. It is a condition offered or contract by which the owner stipulates with another that the latter
shall have the right to buy the property at a fixed price within a certain time, or under, or in compliance with certain
terms and conditions; or which gives to the owner of the property the right to sell or demand a sale.
An option is not of itself a purchase, but merely secures the privilege to buy. It is not a sale of property but a sale of the right to
purchase. It is simply a contract by which the owner of the property agrees with another person that he shall have the right to
buy his property at a fixed price within a certain time. He does not sell his land; he does not then agree to sell it; but he does
sell something, i.e., the right or privilege to buy at the election or option of the other party. Its distinguishing characteristic is
that it imposes no binding obligation on the person holding the option, aside from the consideration for the offer.
It is also sometimes called an "unaccepted offer" and is sanctioned by Article 1479 of the Civil Code:
Art. 1479. A promise to buy and sell a determinate thing for a price certain is reciprocally demandable.
An accepted unilateral promise to buy or to sell a determinate thing for a price certain is binding upon the promissor if the
promise is supported by a consideration distinct from the price.
The second paragraph of Article 1479 provides for the definition and consequent rights and obligations under an option
contract. For an option contract to be valid and enforceable against the promissor, there must be a separate and distinct
consideration that supports it. In this case, there was none.
As to the other issue, Enricos insistence on the infallibility of the findings of the RTC seriously impairs the discretion of the
appellate tribunal to make independent determination of the merits of the case appealed before it. Certainly, the Court of
Appeals cannot swallow hook, line, and sinker the factual conclusions of the trial court without crippling the very office of
review. Although we have indeed held that the factual findings of the trial courts are to be accorded great weight and respect,
they are not absolutely conclusive upon the appellate court. However, it must be noted that in an appeal via Rule 41 to the CA,
the parties may raise both questions of fact and law.
Article 1326
Art. 1326. Advertisements for bidders are simply invitations to make proposals, and the advertiser is not
bound to accept the highest or lowest bidder, unless the contrary appears. (n)
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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judgment, qualified appellee to participate in the bidding, the Administrative Order would disqualify said party. This would be
an illegal interference on the power of the judiciary.
Article 1332
Art. 1332. When one of the parties is unable to read, or if the contract is in a language not understood
by him, and mistake or fraud is alleged, the person enforcing the contract must show that the terms
thereof have been fully explained to the former. (n)
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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To determine the degree of intimidation, the age, sex and condition of the person shall be borne in mind.
A threat to enforce one's claim through competent authority, if the claim is just or legal, does not vitiate
consent. (1267a)
DE LEON V. CA, 186 SCRA 345
Contracts; Statutory Construction; Ambiguous contract is construed against the party who caused the ambiguity.Besides,
the Letter-Agreement shows on its face that it was prepared by Sylvia, and in this regard, the ambiguity in a contract is to be
taken contra proferentem, i.e., construed against the party who caused the ambiguity and could have also avoided it by the
exercise of a little more care. Thus, Article 1377 of the Civil Code provides: The interpretation of obscure words or stipulations
in a contract shall not favor the party who caused the obscurity.
Same; Same; Consent; Art. 1335; Intimidation to vitiate consent, requisites.According to Article 1335, in order that
intimidation may vitiate consent and render the contract invalid, the following requisites must concur: (1) that the intimidation
must be the determining cause of the contract, or must have caused the consent to be given; (2) that the threatened act be
unjust or unlawful; (3) that the threat be real and serious, there being an evident disproportion between the evil and the
resistance which all men can offer, leading to the choice of the contract as the lesser evil; and (4) that it produces a reasonable
and well-grounded fear from the fact that the person from whom it comes has the necessary means or ability to inflict the
threatened injury. Applying the foregoing to the present case, the claim of Macaria that Sylvia threatened her to bring Jose
Vicente to court for support, to scandalize their family by baseless suits and that Sylvia would pardon Jose Vicente for possible
crimes of adultery and/or concubinage subject to the transfer of certain properties to her, is obviously not the intimidation
referred to by law. With respect to mistake as a vice of consent, neither is Macarias alleged mistake in having signed the
Letter-Agreement because of her belief that Sylvia will thereby eliminate inheritance rights from her and Jose Vicente, the
mistake referred to in Article 1331 of the Civil Code, supra. It does not appear that the condition that Sylvia will eliminate her
inheritance rights principally moved Macaria to enter into the contract. Rather, such condition was but an incident of the
consideration thereof which, as discussed earlier, is the termination of marital relations.
Same; Same; Same; Pari delicto; Article 1414 of the New Civil Code, exception to the pari delicto rule.In the ultimate
analysis, therefore, both parties acted in violation of the laws. However, the pari delicto rule, expressed in the maxims Ex dolo
malo non oritur actio and In pari delicto potior est conditio defendentis, which refuses remedy to either party to an illegal
agreement and leaves them where they are, does not apply in this case. Contrary to the ruling of the respondent Court that x
x x. [C]onsequently, intervenor appellees obligation under the said agreement having been annulled, the contracting parties
shall restore to each other that things which have been subject matter of the contract, their fruits and the price or its interest,
except as provided by law (Art. 1398, Civil Code). Article 1414 of the Civil Code, which is an exception to the pari delicto rule,
is the proper law to be applied.
Article 1338
Third, both Dr. Cerezo and Ceralde testified that Atty. Tandoc, the lawyer who allegedly drew up the deeds of sale in 1977,
read and explained in Pangasinense the contents of said deeds to the spouses. Ceralde, however, was not present when Atty.
Tandoc allegedly performed the said act. Surprisingly too, Atty. Tandoc was never presented as a witness. Even Attys.
Caguioa and Siapno, who notarized respectively the same deeds of sale, as well as the 1973 contract, were never called to
testify. No explanation whatsoever was given as to the failure of petitioners to present these two notaries public who notari zed
the deeds of sale in question.
Art. 1338. There is fraud when, through insidious words or machinations of one of the contracting
parties, the other is induced to enter into a contract which, without them, he would not have agreed to.
(1269)
The weight of the testimony of Dr. Cerezo is therefore undermined by this lapse on the part of petitioner. Only the two notaries
public could be examined and cross-examined on the accuracy of their translation of the contents of the documents written in
English into the dialect known to and understood by the vendors.
Contracts; Fraud; Definition of Fraud.As correctly pointed out by the appellate court, the strategem, the deceit, the
misrepresentations employed by Cuevas and Pucan are facts constitutive of fraud which is defined in Article 1338 of the Civil
Code as that insiduous words or machinations of one of the contracting parties, by which the other is induced to enter into a
contract which, without them, he would not have agreed to.
Fourth, the couple was not assisted by any of their children in the execution of the subject contracts. This circumstance is
strange and highly suspicious. Magdalena, respondent Faustino Landingins daughter by his first marriage, and Soledad
Landingin were then living with their parents. Like Amparo Francisco, their step-niece, they actually assisted the couple in their
correspondences and transactions (TSN, June 22, 1981, pp. 4, 15; Id., June 30, 1981, p. 17; Id., Sept. 10, 1981, pp. 3, 14; Id.,
October 21, 1982, pp. 3-4). However, neither of the sisters nor Amparo was invited to act as an instrumental witness, much
less informed of the execution of the contracts at petitioners house which is merely one meter away from their house (TSN,
Aug. 27, 1982, p. 18).
Fifth, there is no satisfactory showing that the consideration for the sale of the lots was ever paid to Agapita Ferrer and
respondent Faustino Landingin. Where it is claimed that the signature and thumbmark of the vendors were procured by the
vendees through fraud, undue influence and abuse of confidence, a showing that valuable consideration passed hands and
that the vendors benefitted therefrom, may help erase any thought that such sinister designs attended the transaction.
Indeed, all these facts and circumstances lend credence to the claim that the sale of the subject lots and the execution of the
deeds of sale were done surreptitiously and in fraud of the couple and their heirs (Aguinaldo v. Esteban, 135 SCRA 645
[1985]).
Article 1335
Same; Same; When fraud is employed to obtain the consent of the other party to enter into a contract, the resulting contract is
merely a voidable contract.When fraud is employed to obtain the consent of the other party to enter into a contract, the
resulting contract is merely a voidable contract, that is, a valid and subsisting contract until annulled or set aside by a
competent court. Thus, contrary to the assertion of petitioners the joint venture agreement and the deed of assignment which
they unknowingly signed are not void contracts. In fact, this Court has ruled upon a similar question in the case of Rivero vs.
Court of Appeals. In that particular case, this Court held that when one party was made to think by the other that the contract
he had signed was one of mortgage when in fact it was one of sale, the resulting contract is a voidable contract of sale.
Same; Same; Same; Court finds and so holds that no substantial reason exists to disturb the finding that private respondents
are indeed in good faith.While concededly there is a point in petitioners argument that [a] mortgagee in bad faith cannot
shed his bad faith color by the mere expedient of an auction sale of the same property where he himself is the highest bidder,
however, even if We consider the environmental circumstance of the present controversy, this Court finds and so holds that no
substantial reason exists to disturb the finding that private respondents are indeed in good faith.
Same; Same; Same; Same; Good faith refers to a state of the mind which is manifested by the acts of the individual
concerned.Good faith refers to a state of the mind which is manifested by the acts of the individual concerned. It consists of
the honest intention to abstain from taking an unconscionable and unscrupulous advantage of another. It is the opposite of
fraud, and its absence should be established by convincing evidence.
Art. 1335. There is violence when in order to wrest consent, serious or irresistible force is employed.
There is intimidation when one of the contracting parties is compelled by a reasonable and wellgrounded fear of an imminent and grave evil upon his person or property, or upon the person or property
of his spouse, descendants or ascendants, to give his consent.
Same; Same; Same; Same; Fact that private respondents did not investigate the title to the properties offered as collaterals
does not constitute convincing evidence to rebut the presumption that they are in good faith.While it is true that at the time
the real estate mortgage was executed, title was not yet registered in the name of the mortgagor, however, the evidence on
record does not disclose that the mortgagees were privy to or even aware of the fraud and deceit used by Pucan upon the
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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petitioner. Causal fraud or bad faith on the part of one of the contracting parties which allegedly induced the other to enter into
a contract must be proved by clear and convincing evidence. This petitioner failed to do.
Article 1345
Art. 1345. Simulation of a contract may be absolute or relative. The former takes place when the parties
do not intend to be bound at all; the latter, when the parties conceal their true agreement. (n)
HELD
The finding of the Court of Appeals that petitioner executed the contract of her own free will and choice and not from duress is
fully supported by the evidence. Such finding should not be disturbed (Martinez v. Hongkong & Shanghai Bank, 15 Phil. 252
[1910]).
Thereafter, on 11 July 1987, Mendoza executed a Deed of Sale with Assumption of Mortgage over the same parcel of land in
favor of petitioners spouses Payongayong in consideration of P50k. It is stated in the deed that Payongayong spouses bound
themselves to assume payment of the balance of the mortgage indebtedness of Mendoza to MESALA.
Private respondent did not commit any wrongful act or omission which violated the primary right of petitioner. Hence, petitioner
did not have a cause of action (State Investment House, Inc. v. Court of Appeals, 206 SCRA 348 [1992]).
However, on 7 December 1987, without knowledge of spouses Payongayong, Mendoza mortgaged the same property in favor
of respondents spouses Salvador to secure a loan of P758,000. This second mortgage was also duly annotated on Mendoza's
title.
Years later, on 28 November 1991, Mendoza executed a Deed of Absolute Sale over the same property in favor of spouses
Salvador in consideration of P50k. The sale was duly annotated on Mendoza's title.
Words and Phrases; Bad Faith; Bad Faith is essentially a state of mind affirmatively operating with furtive design or with some
motive of ill-will.Bad faith is essentially a state of mind affirmatively operating with furtive design or with some motive of ill-will.
It does not simply connote bad judgment or negligence. It imports a dishonest purpose or some moral obliquity and conscious
doing of wrong. Bad faith is thus synonymous with fraud and involves a design to mislead or deceive another, not prompted by
an honest mistake as to ones rights or duties, but by some interested or sinister motive.
Same; Dolo Causante; Dolo causante or causal fraud is basically a deception employed by one party prior to or simultaneous
to the contract in order to secure the consent of the other.In contracts, the kind of fraud that will vitiate consent is one where,
through insidious words or machinations of one of the contracting parties, the other is induced to enter into a contract which,
without them, he would not have agreed to. This is known as dolo causante or causal fraud which is basically a deception
employed by one party prior to or simultaneous to the contract in order to secure the consent of the other.
Civil Law; Words and Phrases; Caveat Emptor; As a buyer of the store and lease right in question appellee was charged with
the obligation of caution aptly expressed in the universal maxim caveat emptor.Public respondent Court of Appeals was
correct when it faulted petitioner for failing to exercise sufficient diligence in verifying first the status of private respondents
lease. We thus quote with approval the decision of the Court of Appeals when it ruled, thus: When appellant Angel C. Santos
said that the lease contract had expired but that it was impliedly renewed, that representation should have put appellee on
guard. To protect his interest, appellee should have checked with the lessor whether that was so, and this he failed to do; or he
would have simply deferred his decision on the proposed sale until Miss Madrigals arrival, and this appellee also failed to do.
In short, as a buyer of the store and lease right in questionor as a buyer of any object of commerce for that matterappellee
was charged with the obligation of caution aptly expressed in the universal maxim caveat emptor.
Same; Same; Same; The rule caveat emptor requires the purchaser to be aware of the supposed title of the vendor and he
who buys without checking the vendors title takes all the risks and losses consequent to such failure.Indeed, petitioner had
every opportunity to verify the status of the lease contract of private respondent with Susana Realty. As held by this Court in
the case of Caram, Jr. v. Laureta, the rule caveat emptor requires the purchaser to be aware of the supposed title of the
vendor and he who buys without checking the vendors title takes all the risks and losses consequent to such failure. In the
case at bench, the means of verifying for himself the status of private respondents lease contract with Susana Realty was
open to petitioner. Nonetheless, no effort was exerted by petitioner to confirm the status of the subject lease right. He cannot
now claim that he has been deceived.
Same; Same; Causal Fraud; Evidence; Causal fraud or bad faith on the part of one of the contracting parties which allegedly
induced the other to enter into a contract must be proved by clear and convincing evidence.In sum, we hold that under the
facts proved, private respondent cannot be held guilty of fraud or bad faith when he entered into the subject contract with
Thus, MESALA issued a Cancellation of Mortgage acknowleding that for sufficient and valuable consideration which it received
from Mendoza, it was cancelling and releasing the real estate mortgage over the property. The cancellation was annotated.
The spouses Salvador caused the cancellation of Mendoza's title and the issuance of a TCT in their name.
Upon knowledge of the sale to spouses Salvador, spouses Payongayong filed on 16 July 1993 a complaint for annulment of
deed of absolute sale and transfer certificate of title with recovery of possession and damages against Mendoza and spouses
Salvador before the RTC Quezon City. In their complaint, spouses Payongayong alleged that Mendoza maliciously sold to
spouses Salvador the property which was priorly sold to them and that the spouses Salvador acted in bad faith in acquiring it,
the latter having had knowledge of the existence of the Deed of Absolute Sale with Assumption of Mortgage between them
(spouses Payongayong) and Mendoza.
The RTC QC rule in favor of Mendoza and spouses Salvador. Payongayong spouses appealed to the CA which affirmed the
same.
ISSUE:
Whether the deed of sale executed by Mendoza in favor of spouses Salvador was simulated and therefore void - NO, It was
not a simulated sale
HELD:
Simulation occurs when an apparent contract is a declaration of a fictitious will, deliberately made by agreement of the parties,
in order to produce, for the purpose of deception, the appearance of a juridical act which does not exist or is different from that
which was really executed.
Its requisites are: a) an outward declaration of will different from the will of the parties; b) the false appearance must have been
intended by mutual agreement; and c) the purpose is to deceive third persons.
The basic characteristic then of a simulated contract is that it is not really desired or intended to produce legal effects or does
not in any way alter the juridical situation of the parties.
The cancellation of Mendozas certificate of title over the property and the procurement of one in its stead in the name of
respondents, which acts were directed towards the fulfillment of the purpose of the contract, unmistakably show the parties
intention to give effect to their agreement. The claim of simulation does not thus lie.
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That petitioners and respondents were forced to litigate due to the deceitful acts of the spouses Mendoza, this Court is not
unmindful. It cannot be denied, however, that petitioners failure to register the sale in their favor made it possible for the
Mendozas to sell the same property to respondents.
Under the circumstances, this Court cannot come to petitioners succor at the expense of respondents-innocent purchasers in
good faith. Petitioners are not without remedy, however. They may bring an action for damages against the spouses Mendoza.
1. NO. The Deed of Sale was void because it is simulated as the parties did not intend to be legally bound by it. As such, it
produced no legal effects and did not alter the juridical situation of the parties. It is only made to avoid tax purposes. The CA
also noted that Alfonso continued to exercise all the rights of an owner even after the execution of the Deed of Sale, as it was
undisputed that he remained in possession of the subject parcels of land and enjoyed their produce until his death.
HELD
The most protuberant index of simulation of contract is the complete absence of an attempt in any manner on the part of the
ostensible buyer to assert rights of ownership over the subject properties. Policronios failure to take exclusive possession of
the subject properties or, in the alternative, to collect rentals, is contrary to the principle of ownership. Such failure is a clear
badge of simulation that renders the whole transaction void.
Two veritable legal presumptions bear on the validity of the Deed of Sale: (1) that there was sufficient consideration for the
contract; and (2) that it was the result of a fair and regular private transaction. If shown to hold, these presumptions infer prima
facie the transaction's validity, except that it must yield to the evidence adduced.
It is well-settled in a long line of cases that where a 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 for lack of consideration. Thus, although the contract states that the
purchase price of P2,000.00 was paid by Policronio to Alfonso for the subject properties, it has been proven that such was
never in fact paid as there was no money involved. It must, therefore, follow that the Deed of Sale is void for lack of
consideration.
2. It is ABSOLUTELY SIMULATED OR VOID. A simulated contract of sale is without any cause or consideration, and is,
therefore, null and void; in such case, no independent action to rescind or annul the contract is necessary, and it may be
treated as non-existent for all purposes. A void or inexistent contract is one which has no force and effect from the beginning,
as if it has never been entered into, and which cannot be validated either by time or ratification. A void contract produces no
effect whatsoever either against or in favor of anyone; it does not create, modify or extinguish the juridical relation to which it
refers. Therefore, it was not necessary for the Heirs of Alfonso to first file an action to declare the nullity of the Deed of Sale
prior to executing the Deed of Extra-Judicial Partition.
The primary consideration in determining the true nature of a contract is the intention of the parties. If the words of a con tract
appear to contravene the evident intention of the parties, the latter shall prevail. Such intention is determined not only from the
express terms of their agreement, but also from the contemporaneous and subsequent acts of the parties. The true intention of
the parties in this case was sufficiently proven by the Heirs of Alfonso. The Heirs of Alfonso established by a preponderance of
evidence that the Deed of Sale was one of the four (4) absolutely simulated Deeds of Sale which involved no actual monetary
consideration, executed by Alfonso in favor of his children, Policronio, Liberato, and Prudencia, and his second wife, Valeriana,
for taxation purposes.
For guidance, the following are the most fundamental characteristics of void or inexistent contracts: 1) As a general rule, they
produce no legal effects whatsoever in accordance with the principle quod nullum est nullum producit effectum. 2) They are
not susceptible of ratification. 3) The right to set up the defense of inexistence or absolute nullity cannot be waived or
renounced. 4) The action or defense for the declaration of their inexistence or absolute nullity is imprescriptible. 5) The
inexistence or absolute nullity of a contract cannot be invoked by a person whose interests are not directly affected.
Valerio v. Refresca, 485 SCRA 494 (2006), is instructive on the matter of simulation of contracts: In absolute simulation,
there is a colorable contract but it has no substance as the parties have no intention to be bound by it. The main characteristic
of an absolute simulation is that the apparent contract is not really desired or intended to produce legal effect or in any way
alter the juridical situation of the parties. As a result, an absolutely simulated or fictitious contract is void, and the parties may
recover from each other what they may have given under the contract. However, if the parties state a false cause in the
contract to conceal their real agreement, the contract is relatively simulated and the parties are still bound by their real
agreement. Hence, where the essential requisites of a contract are present and the simulation refers only to the content or
terms of the contract, the agreement is absolutely binding and enforceable between the parties and their successors in
interest. Lacking, therefore, in an absolutely simulated contract is consent which is essential to a valid and enforceable
contract. Thus, where a person, in order to place his property beyond the reach of his creditors, simulates a transfer of it to
another, he does not really intend to divest himself of his title and control of the property; hence, the deed of transfer is but a
sham. Similarly, in this case, Alfonso simulated a transfer to Policronio purely for taxation purposes, without intending to
transfer ownership over the subject lands.
3. YES. It has been held in several cases that partition among heirs is not legally deemed a conveyance of real property
resulting in change of ownership. It is not a transfer of property from one to the other, but rather, it is a confirmation or
ratification of title or right of property that an heir is renouncing in favor of another heir who accepts and receives the
inheritance. It is merely a designation and segregation of that part which belongs to each heir. The Deed of Extra-Judicial
Partition cannot, therefore, be considered as an act of strict dominion. Hence, a special power of attorney is not necessary.
In fact, as between the parties, even an oral partition by the heirs is valid if no creditors are affected. The requirement of a
written memorandum under the statute of frauds does not apply to partitions effected by the heirs where no creditors are
involved considering that such transaction is not a conveyance of property resulting in change of ownership but merely a
designation and segregation of that part which belongs to each heir.
4. NO. Art. 1410. The action for the declaration of the inexistence of a contract does not prescribe. This is one of the most
fundamental characteristics of void or inexistent contracts. As the Deed of Sale is a void contract, the action for the declaration
of its nullity, even if filed 21 years after its execution, cannot be barred by prescription for it is imprescriptible. Furthermore, the
right to set up the defense of inexistence or absolute nullity cannot be waived or renounced. Therefore, the Heirs of Alfonso
cannot be precluded from setting up the defense of its inexistence.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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militated against defendant Glendas submission that the sale was legitimate and the consideration was paid. While the Deed
of Absolute Sale was notarized, it cannot justify the conclusion that the sale is a true conveyance to which the parties are
irrevocably and undeniably bound. Although the notarization of Deed of Absolute Sale, vests in its favor the presumption of
regularity, it does not validate nor make binding an instrument never intended, in the first place, to have any binding legal
effect upon the parties thereto (Suntay vs. Court of Appeals, G.R. No. 114950, December 19, 1995; cited in Ruperto Viloria vs.
Court of Appeals, et al., G.R. No. 119974, June 30, 1999).
Article 1350
Art. 1350. In onerous contracts the cause is understood to be, for each contracting party, the prestation
or promise of a thing or service by the other; in remuneratory ones, the service or benefit which is
remunerated; and in contracts of pure beneficence, the mere liberality of the benefactor. (1274)
Article 1346
Art. 1346. An absolutely simulated or fictitious contract is void. A relative simulation, 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. (n)
Civil Law; Contracts; Sales; As expressed in Gonzales v. Trinidad, 67 Phil. 682, consideration is "the why of the contracts, the
essential reason which moves the contracting parties to enter into the contract."As expressed in Gonzales v. Trinidad, 67
Phil. 682, consideration is "the why of the contracts, the essential reason which moves the contracting parties to enter into the
contract." The cause or the impelling reason on the part of private respondent in executing the deed of option as appearing in
the deed itself is the petitioners' having agreed to buy the 300 square meter portion of private respondents' land at P70.00 per
square meter "which was greatly higher than the actual reasonable prevailing price."
Same; Same; Same; The acceptance of an offer to sell for a price certain created a bilateral contract to sell and buy and upon
acceptance, the offeree, ipso facto assumes obligations of a vendee.In the instant case, the option offered by private
respondents had been accepted by the petitioner, the promisee, in the same document. The acceptance of an offer to sell for a
price certain created a bilateral contract to sell and buy and upon acceptance, the offeree, ipso facto assumes obligations of a
vendee (See Atkins, Kroll & Co. v. Cua Mian Tek, 102 Phil. 948). Demandability may be exercised at any time after the
execution of the deed.
Same; Same; Same; 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.A contract of sale is, under Article 1475 of the Civil Code," perfected at the moment
there is a meeting of minds upon the thing which is the object of the contract and upon the price. From that moment, the
parties may reciprocally demand performance, subject to the provisions of the law governing the form of contracts." Since
there was, between the parties, a meeting of minds upon the object and the price, there was already a perfected contract of
sale. What was, however, left to be done was for either party to demand from the other their respective undertakings under the
contract. It may be demanded at any time either by the private respondents, who may compel the petitioners to pay for the
property or the petitioners, who may compel the private respondents to deliver the property.
Same; Same; Same; Prescription; Failure of either parties to demand performance of the obligation of the other for an
unreasonable length of time renders the contract ineffective.However, the Deed of Option did not provide for the period
within which the parties may demand the performance of their respective undertakings in the instrument. The parties could not
have contemplated that the delivery of the property and the payment thereof could be made indefinitely and render uncertain
the status of the land. The failure of either parties to demand performance of the obligation of the other for an unreasonabl e
length of time renders the contract ineffective.
Same; Same; Same; Same; Actions upon a written contract must be brought within ten (10) years.Under Article 1144 (1) of
the Civil Code, actions upon a written contract must be brought within ten (10) years. The Deed of Option was executed on
November 11, 1971. The acceptance, as already mentioned, was also accepted in the same instrument. The complaint in this
case was filed by the petitioners on July 13, 1987, seventeen (17) years from the time of the execution of the contract. Hence,
the right of action had prescribed.
Article 1351
Art. 1351. The particular motives of the parties in entering into a contract are different from the cause
thereof. (n)
OLEGARIO V. CA, 238 SCRA 96
Civil Law; Sale; In a contract of sale, consideration is, as a rule, different from the motive of the parties.In a contract of sale,
consideration is, as a rule, different from the motive of the parties. Consideration is defined as some right, interest, benefit, or
advantage conferred upon the promisor, to which he is otherwise not lawfully entitled, or any detriment, prejudice, loss, or
disadvantage suffered or undertaken by the promisee other than to such as he is at the time of consent bound to suffer. As
contradistinguished, motive is the condition of mind which incites to action, but includes also the inference as to the existence
of such condition, from an external fact of a nature to produce such a condition. Under certain circumstances, however, the
motive of the parties may be regarded as the consideration when it predetermines the purpose of the contract. When they
blend to that degree, and the motive is unlawful, then the contract entered into is null and void.
Same; Same; The primary motive of Marciliano in selling the controverted 91-square meter lot to private respondents was to
illegally frustrate petitioners right of inheritance and to avoid payment of estate tax.In the case at bench, the primary motive
of Marciliano in selling the controverted 91-square meter lot to private respondents was to illegally frustrate petitioners right of
inheritance and to avoid payment of estate tax. This was unabashedly admitted by witness Susan Rivera, wife of private
respondent Manuel Rivera, on cross-examination.
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Under Article 1354 of the Civil Code, in regards to the agreement of the parties relative to the P6,000.00 obligation, "it is
presumed that it exists and is lawful, unless the debtor proves the contrary". No evidentiary hearing having been held, it has to
be concluded that defendants had not proven that the P6,000.00 obligation was illegal. Confirming the Trial Court's finding, we
view the P6,000.00 obligation as liquidated damages suffered by plaintiff, as of March 17, 1960, representing loss of interest
income, attorney's fees and incidentals.
Moreover, for sometime now, usury has been legally non-existent. Interest can now be charged as lender and borrower may
agree upon.
Article 1356
Art. 1356. Contracts shall be obligatory, in whatever form they may have been entered into, provided all
the essential requisites for their validity are present. However, when the law requires that a contract be
in some form in order that it may be valid or enforceable, or that a contract be proved in a certain way,
that requirement is absolute and indispensable. In such cases, the right of the parties stated in the
following article cannot be exercised. (1278a)
Labor Law; Illegal Dismissal; Loss of business due to fire; Failure of employer to make a report about the fire to his
establishment and the consequent dismissal of his employees, only an administrative matter and does not make the dismissal
of the employees illegal per se, but the employer may be subjected to administrative penalties or sanctions.Compliance with
the above rules is only an administrative matter and the failure to make a report does not make the dismissal illegal per se. But
the employer who fails to file such report may be subjected to such administrative penalties or sanctions as may be duly
provided. (Oceanic Bic Division (FFW) v. Romero, 130 SCRA 392, 405).
Same; Same; Same; Separation Pay; Perfected Contract; Where the employer offered the employees payment of separation
pay which offer was unconditionally accepted a contract was perfected; Contracts, though orally made are binding on the
parties.Lao Sok made an offer which was duly accepted by the private respondents. There was, therefore, a meeting of the
minds between two parties whereby one bound himself with respect to the other, to give something or to render some service
(Article 1305, Civil Code). By the unconditional acceptance of the offer that they would be paid separation pay, a contract was
therefore perfected. As held in the case of Herrera v. Auditor General, (102 Phil. 875): x x x Contracts in whatever form they
may have been entered into are binding on the parties unless form is essential for the validity and enforceability of that
particular contract. (See Lopez v. Auditor General, 20 SCRA 655).
Same; Same; Same; Same; Employer remiss in his obligation to his employees where the employer has other department
stores where he promised to absorb the workers; Cessation of business, not a case of, as the entire enterprise of the employer
consists of the operation of various department stores that did not really close down, and the fire closed only a division or unit
of the employees business; Law and equity dictate that workers be compensated for the loss of the jobs as they were kept
waiting that they would be reemployed if not paid their severance pay.Furthermore, it was also established that petitioner
Lao Sok has other department stores where he promised to absorb the salesladies. He was likewise remiss in this obligation.
There is merit in the Solicitor Generals submission that, in effect, the fire closed only a division or unit of Lao Soks business.
His entire enterprise consisting of the operation of various department stores did not really close down or cease. x x x Both the
law and equity dictate that private respondents must be compensated for the loss of their jobs considering that they were kept
waiting and hoping that they would be re-employed by the petitioner, if not paid their severance pay.
Article 1354
Art. 1354. Although the cause is not stated in the contract, it is presumed that it exists and is lawful,
unless the debtor proves the contrary. (1277)
LAW V. OLYMPIC SAWMILL, 129 SCRA 439
Facts:
On 7 September 1957, Liam Law loaned P10,000, without interest, to defendant Olympic Sawmill Co. and defendant Elino Lee
Chi, as managing partner. The loan became due on January 31, 1960 but was not paid on that date. Olympic Sawmill and Chi
asked for an extension of three months, or until April 30, 1960, within which to pay.
On 17 March 1960, the parties executed another loan document. The payment of the P10,000 was extended to 30 April 1960,
but the obligation was increased by P6,000.
Defendants again failed to pay so Law instituted a collection case. Olympic Sawmill and Chi admitted the P10,000 principal
obligation, but claimed that the additional P6,000 constituted usurious interest.
On June 26, 1961, the Trial Court rendered decision ordering defendants to pay plaintiff "the amount of P10,000.00 plus the
further sum of P6,000.00 by way of liquidated damages . . . with legal rate of interest on both amounts from April 30, 1960." It
is from this judgment that defendants have appealed. Defendants insist that the claim of usury should have been deemed
admitted by Law as it was "not denied specifically under oath."
Issue:
Whether P6,000 constituted usurious interest hence illegal NO
Civil Law; Sales; Property; Ostensible conveyance of the property was executed solely to prevent the property from being
levied upon in execution of the judgment or applied in satisfaction of an adjudicated liability which cannot be allowed.The
facts above detailed, considered conjointly, irresistibly conduce to the conclusion that Rufino Tamisin and Fermina Maluto
never intended to effect a genuine, bona fide transfer of property when they entered into the sale of April 10, 1953, a reality
made manifest and according to which the parties, vendors and vendees as well as their privies guided their actions, during
the period of twenty (20) years or so following the transaction. The Tamisins acts clearly show that they considered
themselves still the owners of the property and as never having parted therewith even after the sale, publicly and openly
proclaiming their title and demanding recognition thereof on several occasions. The Guicos, for their part, tacitly acquiesced, at
least never presented any opposition, to such assertions of title by the Tamisins until March 12, 1975, when it had already
become apparent that the latter had exhausted every possible recourse for the recovery of the property from the Odejars. All
indications, therefore, are that the ostensible conveyance was executed solely to prevent the property of the Tamisins from
being levied upon in execution of the judgment in Civil Case No. 9401, or ever applied in satisfaction of the Tamisins
adjudicated liability to the Odejars. Such a stratagem cannot be allowed to succeed.
Same; Same; Same; Same; Contracts; The sale in case at bar was absolutely simulated or fictitious and inexistent and void;
The action or defense for the declaration of the inexistence of a contract does not prescribe.The defect of the sale of April 10,
1953 thus produced effects transcending mere rescissibility. The sale could not be treated merely as a simple conveyance of
things under litigation x x entered into by the defendant without the knowledge and approval of the litigants or of competent
judicial authority, rescindible by action within four (4) years. It was in reality absolutely simulated or fictitious and hence
inexistent and void in contemplation of Article 1409 of the Civil Code, and this Courts early rulings in de Belen v. Collector of
Customs and Sheriff of Manila, 46 Phil. 241, Gonzales and Trinidad v. Trinidad and Ynares, 67 Phil. 682, and Onglengco v.
Ozaeta and Hernandez, 70 Phil. 43. Since, as Article 1411 of the Civil Code provides, the action or defense for the declaration
of the inexistence of a contract does not prescribe, the Odejars were not precluded from invoking such nullity, as they did,
even after the lapse of twenty-two years.
Held:
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All other contracts where the amount involved exceeds five hundred pesos must appear in writing, even a
private one. But sales of goods, chattels or things in action are governed by Articles, 1403, No. 2 and 1405.
(1280a)
PNB V. IAC, 189 SCRA 680
FACTS
Deloso is the incumbent Governor of Zambales, former Mayor of Botolan.
He was charged w/ violating Anti-Graft and Corrupt Practices Act, that while he was Mayor, he gave unwarranted benefits to 5
pvt individuals by issuing to them a tractor purchased by the municipality w/o any agreement as to payment of rentals, causing
injury to the municipality.
Deloso filed Demurrer to evidence. Demurrer was denied as regards 3 cases but granted as to 2.
Same; Agency; Special Power of Attorney; The revocation of a special power of attorney, although embodied in a private
writing, is valid and binding between the parties.While Article 1358 of the New Civil Code requires that the revocation of
Alcedos Special Power of Attorney to mortgage his property should appear in a public instrument: x x x nevertheless, a
revocation embodied in a private writing is valid and binding between the parties (Doliendo v. Depino, 12 Phil. 758; HawaiianPhilippines Co. vs. Hernaez, 45 Phil. 746) forThe legalization by a public writing and the recording of the same in the
registry are not essential requisites of a contract entered into, as between the parties, but mere conditions of form or
solemnities which the law imposes in order that such contract may be valid as against third persons, and to insure that a
publicly executed and recorded agreement shall be respected by the latter. (Alano, et al. vs. Babasa, 10 Phil. 511.)
Civil Law; Estoppel; A party may not go back on his own acts and representations to the prejudice of the other party who relied
upon them.We agree with the opinion of the appellate court that under the doctrine of promissory estoppel enunciated in the
case of Republic Flour Mills, Inc. vs. Central Bank, L-23542, August 11, 1979, the act and assurance given by the PNB to
Alcedo that we shall exclude the aforementioned lot [Lot No. 1402] as a collateral of Leticia de la VinaSepe in our
recommendation for her 1971-72 sugar crop loan (p. 37, Rollo) is binding on the bank. Having given that assurance, the bank
may not turn around and do the exact opposite of what it said it would not do. One may not take inconsistent positions
(Republic vs. Court of Appeals, 133 SCRA 505). A party may not go back on his own acts and representations to the prejudice
of the other party who relied upon them (Lazo vs. Republic Surety & Insurance Co., Inc., 31 SCRA 329.)
Sandiganbayans conclusions
There was no written agreement. There was no bond w/c is usually posted.
ISSUES
WON Deloso was correctly found guilty
HELD
NO. All 3 beneficiaries (Ferrer, Encarnacion, Lim) were presented and all declared that they rcvd tractors upon understanding
that theyd pay rentals and keep them in good repair. The facts they established are the same as those demonstrated by the
evidence of defense.
(3) The power to administer property, or any other power which has for its object an act appearing
or which should appear in a public document, or should prejudice a third person;
(4) The cession of actions or rights proceeding from an act appearing in a public document.
Articles 1370-1379
Art. 1370. If the terms of a contract are clear and leave no doubt upon the intention of the contracting
parties, the literal meaning of its stipulations shall control.
If the words appear to be contrary to the evident intention of the parties, the latter shall prevail over the
former. (1281)
Art. 1371. In order to judge the intention of the contracting parties, their contemporaneous and
subsequent acts shall be principally considered. (1282)
Art. 1372. However general the terms of a contract may be, they shall not be understood to comprehend
things that are distinct and cases that are different from those upon which the parties intended to agree.
(1283)
Art. 1373. If some stipulation of any contract should admit of several meanings, it shall be understood as
bearing that import which is most adequate to render it effectual. (1284)
Art. 1374. The various stipulations of a contract shall be interpreted together, attributing to the doubtful
ones that sense which may result from all of them taken jointly. (1285)
Art. 1375. Words which may have different significations shall be understood in that which is most in
keeping with the nature and object of the contract. (1286)
Art. 1376. The usage or custom of the place shall be borne in mind in the interpretation of the
ambiguities of a contract, and shall fill the omission of stipulations which are ordinarily established.
(1287)
Art. 1377. The interpretation of obscure words or stipulations in a contract shall not favor the party who
caused the obscurity. (1288)
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than the contents of the writing, except in the following cases: (a) Where a mistake or imperfection of the writing, or its failure
to express the true intent and agreement of the parties, or the validity of the agreement is put in issue by the pleadings; (b)
When there is an intrinsic ambiguity in the writing.
Same; Judgment; Award of money should include legal interest.
On the second cause of action, the judgment of the appellate court is correct insofar as it orders the respondent company to
return to the petitioner the latters deposit of P55,000.00 but should be modified to include payment of legal interest from
January 20, 1971 until fully paid and giving the option to petitioner either to receive the money or take delivery of 1,000 piculs
of export sugar from respondent company.
Article 1372
Art. 1372. However general the terms of a contract may be, they shall not be understood to comprehend
things that are distinct and cases that are different from those upon which the parties intended to agree.
(1283)
REPUBLIC V. CASTELLVI, 58 SCRA 336
Contracts; Construction of; General terms of contract cannot include things different from those intended by the parties.
However general the terms of a contract may be, they shall not be understood to comprehend things that are distinct and
cases that are different from those upon which the parties intended to agree.
Contracts; Construction of; Intention cannot prevail over the clear and express terms of the contract.Intention cannot prevail
over the clear and express terms of the lease contract. Intent is to be deduced from the language employed by the parties, and
the terms of the contract, when unambiguous, are conclusive in the absence of averment and proof of mistake or fraudthe
question being not what the intention was, but what is expressed in the language used. Moreover, in order to judge the
intention of the contracting parties, their contemporaneous and subsequent acts shall be principally considered.
Article 1377
Art. 1377. The interpretation of obscure words or stipulations in a contract shall not favor the party who
caused the obscurity. (1288)
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CABALIW V. SADORRA, 64 SCRA 310
(4) Those which refer to things under litigation if they have been entered into by the defendant without
the knowledge and approval of the litigants or of competent judicial authority;
(5) All other contracts specially declared by law to be subject to rescission. (1291a)
GUZMAN, BOCALING & CO. V. BONNEVIE, 206 SCRA 668
Same; Statute of frauds; Rescissible contracts; Contract of sale in question not voidable under statute of frauds but rescissible
under Articles 1380 to 1381(3).The petitioner argues that assuming the Contract of Sale to be voidable, only the parties
thereto could bring an action to annul it pursuant to Article 1397 of the Civil Code. It is stressed that private respondents are
strangers to that agreement and therefore have no personality to seek its annulment. The respondent court correctly held that
the Contract of Sale was not voidable but rescissible. Under Article 1380 to 1381(3) of the Civil Code, a contract otherwise
valid may nonetheless be subsequently rescinded by reason of injury to third persons, like creditors. The status of creditors
could be validly accorded the Bonnevies for they had substantial interests that were prejudiced by the sale of the subject
property to the petitioner without recognizing their right of first priority under the Contract of Lease.
Same; Rescissible contracts; Petitioner not deemed purchaser in good faith.A purchaser in good faith and for value is one
who buys the property of another without notice that some other person has a right to or interest in such property and pays a
full and fair price for the same at the time of such purchase or before he has notice of the claim or interest of some other
person in the property. Good faith connotes an honest intention to abstain from taking unconscientious advantage of another.
Tested by these principles, the petitioner cannot tenably claim to be a buyer in good faith as it had notice of the lease of the
property by the Bonnevies and such knowledge should have cautioned it to look deeper into the agreement to determine if it
involved stipulations that would prejudice its own interests.
SIGUAN V. LIM, 318 SCRA 725
Same; Contracts; Rescission; Accion Pauliana; Requisites; Words and Phrases; The action to rescind contracts in fraud of
creditors is known as accion pauliana.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.
Sale; Contracts; A sale of a parcel of land by the husband is deemed fraudulent if made about seven months after a judgment
was rendered against the vendor for support of his wife and the vendor has not paid any part of the judgment.For the heart of
the matter is that about seven months after a judgment was rendered against him in Civil Case No. 43192 of the Court of First
Instance of Manila and without paying any part of that judgment, Benigno Sadorra sold the only two parcels of land belonging
to the conjugal partnership to his son-in-law. Such a sale even if made for a valuable consideration is presumed to be in fraud
of the judgment creditor who in this case happens to be the offended wife.
Same; Same; Circumstances indicating sale of a parcel of land belonging to conjugal partnership is void.Furthermore, the
presumption established by the law in favor of petitioners is bolstered by other indicia of bad faith on the part of the vendor and
vendee. Thus (1) the vendee is the son-in-law of the vendor. x x x close relationship between the vendor and the vendee is
one of the known badges of fraud. (2) At the time of the conveyance, the vendee, Sotero, was living with his father-in-law, the
vendor, and he knew that there was a judgment directing the latter to give a monthly support to his wife Isidora and that his
father-in-law was avoiding payment and execution of the judgment. (3) It was known to the vendee that his father-in-law had
no properties other than those two parcels of land which were being sold to him. The fact that a vendor transfers all of his
property to a third person when there is a judgment against him is a strong indication of a scheme to defraud one who may
have a valid interest over his properties.
Same; Same; Fraud; Where sale of land is presumed fraudulent, transferee has burden of proving otherwise.On the part of
the transferee, he did not present satisfactory and convincing evidence sufficient to overthrow the presumption and evidence
of a fradulent transaction. His is the burden of rebutting the presumption of fraud established by law, and having failed to do
so, the fraudulent nature of the conveyance in question prevails.
Sale; Contracts; Conjugal assets; Wife may seek redress in courts for alienations prejudicial to her.The decision of the Court
of Appeals makes mention of Art. 1413 of the old Civil Code which authorizes the husband as administrator to alienate and
bind by onerous title the property of the conjugal partnership without the consent of the wife. x x x On this point, counsel for
petitioners rightly claims that the lack of consent of the wife to the conveyances made by her husband was never invoked nor
placed in issue before the trial court. What was claimed all along by plaintiff-petitioner was that the conveyances or deeds of
sale were executed by her husband to avoid payment of the monthly support adjudged in her favor and to deprive her of the
means to execute said judgment. In other words, petitioner seeks relief not so much as an aggrieved wife but more as a
judgment creditor. Art. 1413 therefore is inapplicable; but even if it were, the result would be the same because the very article
reserves to the wife the right to seek redress in court for alienations which prejudice her or her heirs.
Article 1397
Same; Same; Same; Same; While it is necessary that the credit of the plaintiff in the accion pauliana must exist prior to the
fraudulent alienation, the date of the judgment enforcing it is immaterialeven if the judgment be subsequent to the alienation,
it is merely declaratory, with retroactive effect to the date when the credit was constituted.The general rule is that rescission
requires the existence of creditors at the time of the alleged fraudulent alienation, and this must be proved as one of the bases
of the judicial pronouncement setting aside the contract. Without any prior existing debt, there can neither be injury nor fraud.
While it is necessary that the credit of the plaintiff in the accion pauliana must exist prior to the fraudulent alienation, the date of
the judgment enforcing it is immaterial. Even if the judgment be subsequent to the alienation, it is merely declaratory, with
retroactive effect to the date when the credit was constituted 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.
Same; Same; Same; Same; While it is necessary that the credit of the plaintiff in the accion pauliana must exist prior to the
fraudulent alienation, the date of the judgment enforcing it is immaterialeven if the judgment be subsequent to the alienation,
it is merely declaratory, with retroactive effect to the date when the credit was constituted.The general rule is that rescission
requires the existence of creditors at the time of the alleged fraudulent alienation, and this must be proved as one of the bases
of the judicial pronouncement setting aside the contract. Without any prior existing debt, there can neither be injury nor fraud.
While it is necessary that the credit of the plaintiff in the accion pauliana must exist prior to the fraudulent alienation, the date of
the judgment enforcing it is immaterial. Even if the judgment be subsequent to the alienation, it is merely declaratory, with
retroactive effect to the date when the credit was constituted. except when the party suffering damage has no other legal
means to obtain reparation for the same. The term subsidiary remedy has been defined as the exhaustion of all remedies by
the prejudiced creditor to collect claims due him before rescission is resorted to. It is, therefore, essential that the party asking
for rescission prove that he has exhausted all other legal means to obtain satisfaction of his claim. Petitioner neither alleged
nor proved that she did so. On this score, her action for the rescission of the questioned deed is not maintainable even if the
fraud charged actually did exist.
Article 1387
Art. 1387. 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.
Alienations by onerous title are also presumed fraudulent when made by persons against whom some
judgment has been issued. The decision or attachment need not refer to the property alienated, and
need not have been obtained by the party seeking the rescission.
In addition to these presumptions, the design to defraud creditors may be proved in any other manner
recognized by the law of evidence. (1297a)
Art. 1397. The action for the annulment of contracts may be instituted by all who are thereby obliged
principally or subsidiarily. However, persons who are capable cannot allege the incapacity of those with
whom they contracted; nor can those who exerted intimidation, violence, or undue influence, or
employed fraud, or caused mistake base their action upon these flaws of the contract. (1302a)
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Same; Same; Same; Privity of petitioner to the deed of sale being absent, it cannot assail the validity of the contract between
the GSIS and the corporation and the assignment of the deed by the corporation to its sister corporation.Petitioner is neither a
party nor a privy to the Deed of Conditional Sale and the assignment thereof: thus, it cannot assail the validity of the said
contracts.
Same; Same; Same; Same; Same; He may perhaps be entitled to exercise an action for nullity if he is prejudiced in his rights
with respect to one of the contracting parties.Mr. Justice Torres went on to indicate a possible qualification to the above
general principle, that is, a situation where a non-party to a contract could be allowed to bring an action for declaring that
contract null: He who is not the party obligated principally or subsidiarily in a contract may perhaps be entitled to exercise an
action for nullity, if he is prejudiced in his rights with respect to one of the contracting parties; but, in order that such be the
case, it is indispensable to show the detriment which positively would result to him from the contract in which he had no
intervention.
RATIO:
ACTS OF PARTIAL PERFORMANCE; EXCEPTIONS TO THE ABOVE STATED GENERAL RULE
American Jurisprudence in its title "Statute of Frauds" lists other acts of partial performance, such as possession, the making
of improvements, rendition of services, payment of taxes, relinquishment of rights, etc.
Thus, it is stated that "The continuance in possession MAY, in a proper case, be sufficiently referable to the parol
contract of sale to constitute a part performance thereof. Continued possession under an oral contract of sale, by one
already in possession as a tenant, has been held a sufficient part performance, where accompanied by other acts which
characterize the continued possession and refer it to the contract of purchase.
It is also stated that "The making of valuable permanent improvements on the land by the purchaser, in pursuance
of the agreement and with the knowledge of the vendor, has been said to be the strongest and the most unequivocal act
of part performance by which a verbal contract to sell land is taken out of the statute of frauds, and is ordinarily an
important element in such part performance. The entry into possession and the making of the improvements are held on
amount to such an alteration in the purchaser's position as will warrant the court's entering a degree of specific
performance."
Again, it is stated that "A tender or offer of payment, declined by the vendor, has been said to be equivalent to actual
payment, for the purposes of determining whether or not there has been a part performance of the contract. This is
apparently true where the tender is by a purchaser who has made improvements. But the doctrine now generally
accepted, that not even the payment of the purchase price, without something more, . . . is a sufficient part
performance.
And the relinquishment of rights or the compromise thereof has likewise been held to constitute part performance.
Same; Same; Same; Same; Same; Same; Respondent Gaw Ching does not fall within the possible exception recognized in
Ybaez v. Hongkong & Shanghai Bank.What is important for present purposes is that respondent Gaw Ching, admittedly a
stranger to the contract of sale of a piece of land between petitioners Malabanan and Senolos inter se, does not fall within the
possible exception recognized in Ybaez v. Hongkong & Shanghai Bank. In the first place, Gaw Ching had no legal right of
preemption in respect of the house and lot here involved. The majority opinion of the appellate court itself explicitly found that
the subject piece of land is located outside the Urban Land Reform Zones declared pursuant to P.D. No. 1517. Even
assuming, for purposes of argument merely, that the land here involved was in fact embraced in a declared Urban Land
Reform Zone (which it was not), Gaw Ching would still not have been entitled to a right of preemption in respect of the land
sold. In Santos v. Court of Appeals, this Court held that the preemptive or redemptive right of a lessee under P.D. No. 1517
exists only in respect of the urban land under lease on which the tenant or lessee had built his home and in which he had
resided for ten (10) years or more and that, in consequence, where both land and building belong to the lessor, the preemptive
or redemptive right was simply not available under the law.
Article 1403
Art. 1403. The following contracts are unenforceable, unless they are ratified:
(1) Those entered into in the name of another person by one who has been given no authority or legal
representation, or who has acted beyond his powers;
(2) Those that do not comply with the Statute of Frauds as set forth in this number. In the following
cases an agreement hereafter made shall be unenforceable by action, unless the same, or some note or
memorandum, thereof, be in writing, and subscribed by the party charged, or by his agent; evidence,
therefore, of the agreement cannot be received without the writing, or a secondary evidence of its
contents:
(a) An agreement that by its terms is not to be performed within a year from the making thereof;
(b) A special promise to answer for the debt, default, or miscarriage of another;
(c) An agreement made in consideration of marriage, other than a mutual promise to marry;
(d) An agreement for the sale of goods, chattels or things in action, at a price not less than five
hundred pesos, unless the buyer accept and receive part of such goods and chattels, or the
evidences, or some of them, of such things in action or pay at the time some part of the
purchase money; but when a sale is made by auction and entry is made by the auctioneer in his
sales book, at the time of the sale, of the amount and kind of property sold, terms of sale, price,
names of the purchasers and person on whose account the sale is made, it is a sufficient
memorandum;
It is enough to hold that the combination of all of them amounted to partial performance; and we do so line with the
accepted basis of the doctrine, that it would be a fraud upon the plaintiff if the defendant were permitted to oppose
performance of his part after he has allowed or induced the former to perform in reliance upon the agreement.
TAKE NOTE: "relinquishment" is not part performance, and that neither "surveying the land" nor tender of payment is
sufficient. The 4 precedents cited above are qualified.
As there was partial performance, the principle excluding parol contracts for the sale of realty, does not apply.
(e) An agreement of the leasing for a longer period than one year, or for the sale of real property
or of an interest therein;
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Carbonnel prays that she be declared owner of the land in question; that the sale to the Infantes be annulled; that Poncio
be required to execute the corresponding deed of conveyance in Carbonnel's favor; and that defendants be sentenced to
pay damages.
Defendants moved to dismiss said complaint upon the ground that Carbonnel's claim is unenforceable under the Statute of
Frauds.
Carbonnel introduced presented a witness to prove that Carbonnel and Poncio entered into a written agreement and that
Poncio signed the agreement. The witness testified that the written agreement showed that Carbonnel allowed Poncio to
stay in the lot that Carbonnel bought until one year without payment and if after one year Poncio could not find a place,
then Poncio can remain as long as he pays according to the agreement.
Carbonnel also took the witness stand. However, defense counsel moved to strike out the Carbonnels statement as
witness, invoking the Statute of Frauds.
ISSUE:
Whether the Statute of Frauds is applicable in this case No. Case remanded.
RATIO:
The Statute of Frauds is applicable only to executory contracts, not to contracts that are totally or partially performed.
A sufficient part performance by the purchaser under a parol contract for the sale of real estate removes the contract from
the operation of the statute of frauds.
Chief Justice Moran: "The reason is simple. In executory contracts there is a wide field for fraud because unless they be in
writing there is no palpable evidence of the intention of the contracting parties. The statute has precisely been enacted to
prevent fraud." However, if a contract has been totally or partially performed, the exclusion of parol evidence would
promote fraud or bad faith, for it would enable the defendant to keep the benefits already denied by him from the
transaction in litigation, and, at the same time, evade the obligations, responsibilities or liabilities assumed or contracted by
him thereby.
It is not enough for a party to allege partial performance in order to hold that there has been such performance and to
render a decision declaring that the Statute of Frauds is inapplicable. But neither is such party required to establish such
partial performance by documentary proof before he could have the opportunity to introduce oral testimony on the
transaction. Indeed, such oral testimony would usually be unnecessary if there were documents proving partial
performance. Thus, the rejection of any and all testimonial evidence on partial performance, would nullify the rule that the
Statute of Frauds is inapplicable to contracts which have been partly executed, and lead to the very evils that the statute
seeks to prevent.
The true basis of the doctrine of part performance is that it would be a fraud upon the plaintiff if the defendant were
permitted to escape performance of his part of the oral agreement after he has permitted the plaintiff to perform in reliance
upon the agreement. The oral contract is enforced in harmony with the principle that courts of equity will not allow the
statute of frauds to be used as an instrument of fraud. In other words, the doctrine of part performance was established for
the same purpose for which, the statute of frauds itself was enacted, namely, for the prevention of fraud, and arose from
the necessity of preventing the statute from becoming an agent of fraud for it could not have been the intention of the
statue to enable any party to commit a fraud with impunity.
When the party concerned has pleaded partial performance, such party is entitled to a reasonable chance to; establish by
parol evidence the truth of this allegation, as well as the contract itself. "The recognition of the exceptional effect of part
performance in taking an oral contract out of the statute of frauds involves the principle that oral evidence is admissible in
such cases to prove both the contract and the part performance of the contract".
If the evidence of record fails to prove clearly that there has been partial performance, then the Court should apply the
Statute of Frauds, if the cause of action involved falls within the purview thereof. If the Court is, however, convinced that the
obligation in question has been partly executed and that the allegation of partial performance was not resorted to as a
devise to circumvent the Statute, then the same should not be applied.
In the case at bar, Poncio admitted in his answer that plaintiff had offered several times to purchase his land. Carbonnel
and Poncio entered in a written agreement signed and read by Poncio. This agreement states that Poncio would stay in the
land sold by him to plaintiff for one year free of charge, and that, if he cannot find a place where to transfer his house
thereon, he may remain in said lot under such terms as may be agreed upon.
How shall we know whether there is any relation between the P247.26 entry therein and the partial payment of P247.26
allegedly made by plaintiff to Poncio on account of the price of his land, if we do not allow the plaintiff to explain it on the
witness stand? Without expressing any opinion on the merits of plaintiff's claim, it is clear, therefore, that she is entitled,
legally as well as from the viewpoint of equity, to an opportunity to introduce parol evidence in support of the allegations of
her complaint.
Case is remanded to the lower court.
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tears may have to elapse before the agreement is performed by the other party. But nothing less than full performance by one
party will suffice, and it has been held that, if anything remains to be done after the expiration of the year besides the mere
payment of money, the statute will apply. It is not therefore correct to state that Santiago Babao has fully complied with his part
within the year from the alleged contract in question.
Having reached the conclusion that all the parol evidence of appellee was submitted in violation of the Statute of Frauds, or of
the rule which prohibits testimony against deceased persons, we find unnecessary to discuss the other issues raised in
appellants' brief.
CABAGUE V. AUXILIO, 92:294
FACTS:
In the justice of the peace court of Basud, Camarines Norte, Felipe Cabague and his son Geronimo sued the defendant Matias
Auxilio and his daughter Socorro to recover damages resulting from defendants' refusal to carry out the previously agreed
marriage between Socorro and Geronimo.
The complaint alleged, in short: (a) that defendants promised such marriage to plaintiffs, provided the latter would improve the
defendants' house in Basud and spend for the wedding feast and the needs of the bride; (b) that relying upon such promises
plaintiffs made the improvement and spent P700; and (c) that without cause defendants refused to honor their pledged word.
The defendants moved to dismiss, arguing that the contract was oral, unenforceable under the rule of evidence hereinbefore
mentioned. And the court dismissed the case. On appeal to the Court of First Instance, the plaintiffs reproduced their complaint
and defendants reiterated their motion to dismiss. From an order of dismissal this appeal was perfected in due time and form.
It should be observed preliminarily that, under the former rules of procedure, when the complaint did not state whether the
contract sued on was in writing or not, the statute of frauds could be no ground for demurrer. Under the new Rules "defendant
may now present a motion to dismiss on the ground that the contract was not in writing, even if such fact is not apparent on the
face of the complaint. The fact may be proved by him." (Moran Rules of Court 2d ed. p. 139 Vol. I.)
ISSUE:
According to the Rules of Court parol evidence is not admissible to prove an agreement made upon the consideration of
marriage other than a mutual promise to marry. This litigation calls for application of that rule.
COURTS RULING:
There is no question here that the transaction was not in writing. The only issue is whether it may be proved in court.
Wherefore this expediente will be returned to the lower court for further proceedings in accordance with this opinion. So
ordered.
RATIONALE:
The understanding between the plaintiffs on one side and the defendants on the other, really involves two kinds of agreement.
One, the agreement between Felipe Cabague and the defendants in consideration of the marriage of Socorro and Geronimo.
Another, the agreement between the two lovers, as "a mutual promise to marry". For breach of that mutual promise to marry,
Geronimo may sue Socorro for damages. This is such action, and evidence of such mutual promise is admissible. However
Felipe Cabague's action may not prosper, because it is to enforce an agreement in consideration of marriage. Evidently as to
Felipe Cabague and Matias Auxilio this action could not be maintained on the theory of "mutual promise to marry". Neither
may it be regarded as action by Felipe against Socorro "on a mutual promise to marry."
Consequently, we declare that Geronimo may continue his action against Socorro for such damages as may have resulted
from her failure to carry out their mutual matrimonial promises.
Paras, C.J., Pablo, Padilla, Montemayor, Jugo, Bautista Angelo and Labrador, JJ., concur.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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to this Court that they are void contracts under Article 1409(1) of the Civil Code, whereas, in their Petition, they labelled the
contracts as unenforceable under Article 1403(1) of the Civil Code. The determination, therefore, of whether the questioned
contracts are void or merely unenforceable is important, because of the settled distinction that a void and inexistent contract
can not be ratified and become enforceable, whereas, an unenforceable contract may still be ratified and, thereafter, enforced.
The petitioners allege that the Contracts are void, citing Article 1409(1) of the Civil Code which provides that contracts whose
cause, object or purpose is contrary to law, morals, good customs, public order or public policy, are inexistent and void from
the beginning. In the case at bar, the contracts of agency were entered into for the management and operation of
BISTRANCO's business in Butuan City. Said Contracts necessarily imposed obligations and liabilities on the contracting
parties, thereby affecting the disposition of the assets and business of the company under receivership. But a perusal of the
Contracts in question would show that there is nothing in their cause, object or purpose which renders them void. The purpose
of the Contracts was to create an agency for BISTRANCO with Marciano Sanchez as its agent in Butuan City. Even as to the
other provisions of the Contracts, there is nothing in their cause or object which can be said as contrary to law, morals, good
customs, public order or public policy so as to render them void. On the other hand, paragraph 1, Article 1403 of the Civil Code
provides that contracts "entered into in the name of another person by one who has been given no authority or legal
representation, or who has acted beyond his powers" are unenforceable, unless they are ratified. In the case at bar, it is
undisputed that Atty. Adolfo Amor was entrusted, as receiver, with the administration of BISTRANCO and its business. But the
act of entering into a contract is one which requires the authorization of the court which appointed him receiver. Consequently,
the questioned Contracts can rightfully be classified as unenforceable for having been entered into by one who had acted
beyond his powers, due to Receiver Amor's failure to secure the court's approval of said Contracts.
Same; Same; Same; Facts showing that the unenforceable contracts were nevertheless deemed ratified in the case at bar.
Private respondent Sanchez filed his complaint in the lower court on 28 December 1979. But on 10 January 1980, copetitioner Benjamin G. Roa, as Executive Vice-President of BISTRANCO, still sent Sanchez three (3) separate letters with the
following contents: (1) reducing his passage commission from 10%, as he used to receive in the previous years, to 7% "as
stated in the agency contract dated 27 July 1976;" (2) advising Sanchez that in view of "his failure to post a bond or such other
securities acceptable to the company in the sum of P5,000.00 pursuant to par. 8 of the Contract executed by Sanchez the
plaintiff with BISTRANCO on 27 July 1976, we are recalling all unused passage tickets issued your agency" and reminding him
(Sanchez) also that "pursuant to par. 2 of aforementioned Contract, solicitation of cargo and passengers shall be undertaken
by you strictly in accordance with the scheduled rates of the Company"; and (3) informing Sanchez that "we (petitioners) are
abiding strictly with the terms of the contracts executed between Marciano C. Sanchez and Atty. Adolfo V. Amor in behalf of
BISTRANCO, etc. etc." The three (3) letters of Benjamin G. Roa in effect recognized and gave efficacy to the Contracts in
question. The declaration of Benjamin G. Roa that BISTRANCO did not have any knowledge about the Contracts before the
complaint was filed on 28 December 1979 is contradicted by his own testimony that, as early as 14 December 1979, he was
already looking for the contract, after he saw Exhibit "NN", wherein Sanchez requested the company "to abide with the terms
of the contract which will expire on July 1981". Besides, the pretended lack of knowledge of Benjamin G. Roa can not be
equated with BISTRANCO's. It should be noted that Roa started to work for BISTRANCO only on 27 April 1979, whereas, the
Contracts were executed in 1976. The people who were more in a position to know about the Contracts, like the company
officers and members of the board of directors at the time the Contracts were entered into, especially Antonio V. Cuenco, were
never presented as witnesses. Aside from this, the company cannot deny its ratification of the Contracts even before the time
of Benjamin G. Roa, because when Atty. Fulveo Pelaez succeeded Atty. Adolfo Amor as Receiver, he was represented by
BISTRANCO's shipping manager as having taken cognizance of these Contracts and sanctioned the acts of Sanchez as
shipping agent of BISTRANCO in Butuan City. This is shown by a letter, dated 15, February 1977, written by Capt. Federico
Reyes, the shipping manager of BISTRANCO at that time. The letter states that "the Receiver (Atty. Fulveo Pelaez) maintains
that the previous agency contract remains and (sic) basically the same except that the rates of the agency commission were
modified". Furthermore, it is clear that BISTRANCO received material benefits from the contracts of agency of Sanchez, based
upon the monthly statements of income of BISTRANCO upon which the commissions of Sanchez were based A perusal of the
Contracts will also show that there is no single provision therein that can be said as prejudicial or not beneficial to
BISTRANCO.
HERNANDEZ V. CA, 160 SCRA 821
Same, Same; Same; Validity of contract even though one of the parties entered into it against his better judgment.The
reasons given by the petitioner cannot operate against the validity of the contract in question. A contract is valid even though
one of the parties entered into it against his better judgment. (See Lagunzad v. Vda. de Gonzales, 92 SCRA 476; citing
Martinez v. Hongkong and Shanghai Bank, 15 Phil. 252).
Same; Same; Same; Co-owners share bound by effect of sale although he cannot dispose of a specific portion of the sale.
Finally, we agree with the lower courts holding that although as a co-owner, the petitioner cannot dispose of a specific portion
of the land, his share shall be bound by the effect of the sale.
Civil Procedure: Statute of Frauds: Not every agreement affecting land must be put in writing to attain enforceability.The
respondents reliance on the Statute of Frauds to secure a contrary judgment is misplaced. The Statute of Frauds finds no
application to this case. Not every agreement affecting land must be put in writing to attain enforceability. Under the Statute
of Frauds, Article 1403(2) (e) of the Civil Code, such formality is only required of contracts involving leases for longer than one
year, or for the sale of real property or of an interest therein. Hernandezs testimony is thus admissible to establish his
agreement with Fr. Garcia as to the boundary of their estates.
VICTORIA V. CA, 194 SCRA 19
Civil Law; Statute of Frauds; The principle of the Statute of Frauds applies only to executory contracts, not to contracts either
totally or partially performed.Apparently, the trial court relied on the Statute of Frauds principle which requires an agreement
for the sale x x x of real property or an interest therein (Art. 1403(e)) to be in writing. It overlooked the fact that this principle
applies only to executory contracts. As correctly observed by the Court of Appeals: The Statute of Frauds is applicable only to
executory contracts, not to contracts either totally or partially performed. Thus, where a contract of sale is alleged to be
consummated, it matters not that neither the receipt for the consideration nor the sale itself was in writing, because oral
evidence of the alleged consummated sale is not forbidden by the Statute of Frauds and may not be excluded in court. (Iigo
vs. Estate of Maloto, 21 SCRA (1901) 246)
MACTAN V. CA, 263 SCRA 736
Same; Same; Same; Status of contracts entered into without Court's approval.What then is the status of the Contracts which
Receiver Amor entered into with Sanchez, without the approval of the court which appointed him receiver? Even the
petitioners noticeably waver as to the exact status of these Contracts. The petitioners alleged in their Memorandum submitted
Evidence; Parol Evidence Rule; Contracts; Pleadings and Practice; A party may present evidence to modify, explain or add to
the terms of a written agreement if he puts in issue in his pleading the failure of the written agreement to express the true
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Same; Same; Same; Cross-examination on the contract is deemed a waiver of the defense of the Statute of Fraud.In any
event, petitioner cites Abrenica vs. Gonda (34 Phil. 739 [1916]) wherein it was held that contracts infringing the Statute of
Frauds are ratified when the defense fails to object, or asks questions on cross-examination. In the instant case, counsel for
respondents cross-examined petitioners witnesses at length on the contract itself, the purchase price, the tender of cash
payment, the authority of Aromin and Revilla, and other details of the litigated contract. Under the Abrenica rule (reiterated in a
number of cases, among them Talosig vs. Vda. De Nieba, 43 SCRA 472 [1972]), even assuming that parol evidence was
initially inadmissible, the same became competent and admissible because of the cross-examination, which elicited evidence
proving the evidence of a perfected contract. The cross-examination on the contract is deemed a waiver of the defense of the
Statute of Frauds (Vitug, Compendium of Civil Law and Jurisprudence, 1993 Revised Edition, supra, p. 563).
Same; Same; Same; An exception to the unenforceability of contracts pursuant to the Statute of Frauds is the existence of a
written note or memorandum evidencing the contract, which memorandum may be found in several writings, not necessarily in
one document.Moreover, under Article 1403 of the Civil Code, an exception to the unenforceability of contracts pursuant to
the Statute of Frauds is the existence of a written note or memorandum evidencing the contract. The memorandum may be
found in several writings, not necessarily in one document. The memorandum or memoranda is/are written evidence that such
a contract was entered into.
Article 1409
Art. 1409. The following contracts are inexistent and void from the beginning:
Same; Same; Same; A protest or objection against the admission of any evidence must be made at that proper time, and if not
so made, it will be understood to have been waived.More importantly, no objection was made by petitioner when private
respondents introduced evidence to show the right of repurchase granted by the NAC to Inez Ouano. It has been repeatedly
laid down as a rule of evidence that a protest or objection against the admission of any evidence must be made at the proper
time, and if not so made, it will be understood to have been waived.
Same; Same; Same; Statute of Frauds; In the case at bench, the deed of sale and the verbal agreement allowing the right of
repurchase should be considered as an integral whole the deed of sale is in itself the note or memorandum evidencing the
contract.Under Art. 1403 of the Civil Code, a contract for the sale of real property shall be unenforceable unless the same or
some note or memorandum thereof be in writing and subscribed by the party charged or his agent. Evidence of the agreement
cannot be received without the writing, or a secondary evidence of its contents. In the case at bench, the deed of sale and the
verbal agreement allowing the right of repurchase should be considered as an integral whole. The deed of sale relied upon by
petitioner is in itself the note or memorandum evidencing the contract. Thus, the requirement of the Statute of Frauds has been
sufficiently complied with.
Same; Same; Same; Same; The Statute of Frauds was enacted for the purpose of preventing fraud it should not be made
the instrument to further them.Moreover, the principle of the Statute of Frauds only applies to executory contracts and not to
contracts either partially or totally performed, as in this case, where the sale has been consummated; hence, the same is taken
out of the scope of the Statute of Frauds. As the deed of sale has been consummated, by virtue of which, petitioner accepted
some benefits thereunder, it cannot now deny the existence of the agreement. The Statute of Frauds was enacted for the
purpose of preventing fraud. It should not be made the instrument to further them.
(1) Those whose cause, object or purpose is contrary to law, morals, good customs, public order
or public policy;
(2) Those which are absolutely simulated or fictitious;
(3) Those whose cause or object did not exist at the time of the transaction;
(4) Those whose object is outside the commerce of men;
(5) Those which contemplate an impossible service;
(6) Those where the intention of the parties relative to the principal object of the contract cannot
be ascertained;
(7) Those expressly prohibited or declared void by law.
These contracts cannot be ratified. Neither can the right to set up the defense of illegality be waived.
RUBIAS V. BATILLER, 51 SCRA 120
Facts:
Domingo D. Rubias, a lawyer, filed a suit to recover the ownership and possession of certain portions of land located in Barrio
General Luna, Barotac Viejo, Iloilo which he bought from his father-in-law, Francisco Militante in 1956 against its present
occupant defendant, Isaias Batiller, who illegally entered said portions of the lot. Before the war with Japan, Francisco Militante
filed with the Court of First Instance of Iloilo an application for the registration of the title of the land. However, the record of the
case was lost before it was heard, so after the war, Francisco Militante filed a petition, wherein petitioner Rubias was the
counsel, to reconstitute the record of the case but it was dismissed. While on appeal, Militante sold the land to Rubias.
Respondent, on the other hand, claims that the land was originally owned and possessed by his great-grandfather, and since
succeeding his father, Batiller has the possession of the land, with actual, open, public, peaceful and continuous possession in
the concept of an owner, exclusive of any other rights and adverse to all other claimants. Defendant further claimed that the
sale of the land to petitioner was void and invoked Articles 1409 and 1491 of the Civil Code:
Art. 1409. The following contracts are inexistent and void from the beginning:
(7) Those expressly prohibited by law.
'ART. 1491. The following persons cannot acquire any purchase, even at a public auction, either in person of through
the mediation of another:
(5) Justices, judges, prosecuting attorneys, clerks of superior and inferior courts, and other officers and employees
connected with the administration of justice, the property and rights of in litigation or levied upon an execution
before the court within whose jurisdiction or territory they exercise their respective functions; this prohibition
includes the act of acquiring an assignment and shall apply to lawyers, with respect to the property and rights
which may be the object of any litigation in which they may take part by virtue of their profession.'
Issue:
Whether or not the contract of sale between petitioner and his father-in-law, Francisco Militante Sr., was void because it was
made when petitioner was the counsel of the latter in the land registration case.
Held:
The contract of sale between petitioner and his father-in-law was void and could produce no legal effect and cannot be ratified.
Rationale:
In Castans rationale, fundamental considerations of public policy render void and inexistent such expressly prohibited
purchase. Under Article 1491, paragraphs (4) and (5) of the Civil Code, such prohibited contracts are "inexistent and void from
the beginning." The nullity of such prohibited contracts is definite and permanent and cannot be cured by ratification. The
public interest and public policy remain paramount and do not permit of compromise or ratification.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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the parties to the contract. It is evident from the whole record of the case that the homestead had long been in the possessi on
of the vendees upon the execution of the first contract of sale on May 7, 1960; likewise, the amount of P415.00 had long been
paid to Agueda Garan on that same occasion. We find no evidence to the contrary.
HELD
Contracts are void and inexistent.
It cannot be claimed that there are two contracts: one which is undisputably null and void, and another, having been executed
after the lapse of the 5-year prohibitory period, which is valid. The second contract of sale executed on March 3, 1964 is
admittedly a confirmatory deed of sale. Even the petitioners concede this point. Inasmuch as the contract of sale executed on
May 7, 1960 is void for it is expressly prohibited or declared void by law [CA 141, Section 118], it therefore cannot be
confinned nor ratified.
Further, noteworthy is the fact that the second contract of sale over the said homestead in favor of the same vendee, petitioner
Potenciano Menil, is for the same price of P415.00. Clearly, the unvarying term of the said contract is ample manifestation that
the same is simulated and that no object or consideration passed between the parties to the contract. It is evident from the
whole record of the case that the homestead had long been in the possession of the vendees upon the execution of the first
contract of sale on May 7, 1960; likewise, the amount of P415.00 had long been paid to Agueda Garan on that same occasion.
We find no evidence to the contrary.
With respect to the Resolution of January 16, 1976 of the respondent appellate court, likewise assailed by petitioners, which
granted the motion for reconsideration of the Development Bank of the Philippines and declared the mortgage executed by
Potenciano Menil over the land in favor of said Bank to be valid. We hold that petitioners are liable for the payment of the
agricultural loan obtained by them from the Bank for which the land was mortgaged by them as security.
DIRECTOR OF LANDS V. ABABA, 88 SCRA 513
It is a fact that on January 17, 1941 when the deed of sale was executed, Eusebio Cruz was almost 100 years old and was in
a weak condition.
Leonardo Valle, son of the notary public, Ciriaco Valle, declared that Eusebio Cruz was already very old and could not answer
the question whether the signature on the deed of sale, Exhibit A, was his signature. The pertinent portion of the testimony of
Leonardo Valle reads:
Q
A
Q
A
Q
A.
Q
A
Q
A
Facts:
Adverse claimant is Atty. Alberto Fernandez who was previously hired by Maximo Abarquez as counsel in litigation against the
latters sister, Agripina Abarquez. The litigation was over two lots in Cebu that Maximo claims he rightfully inherited from his
parents but was fraudulently divested from by his sister when she made him sign a pacto de retro. Litigating as a pauper,
Maximo agreed to reimburse Atty. Fernandez for his services by agreeing to pay him on a contingent basis. This meant that,
should Maximo win the case against his sister, Atty. Fernandez would receive one-half (1/2) of whatever might be recovered in
the two lots that were subject of litigation. After Maximo won the case against his sister, and hence ownership of the two lots,
he inexplicably refused to give Atty. Fernandez his one-half share. Instead, Maximo (petitioner) offered the whole parcels of
land to petitioner-spouses Larrazabal. Upon hearing of this, Atty. Fernandez filed an adverse claim on the property on July
19,1965 with the Register of Deeds of Cebu. On July 25, 1965, Maximo and his wife, Anastacia, despite the adverse claim
annotated on the TCT, conveyed by deed of absolute sale three-fourths of the property to spouses Larrazabal. Petitionerspouses then petitioned the CFI of Cebu to remove the adverse claim on the TCT. Such petition was denied, hence the
present appeal by petitioner-spouses to the Supreme Court.
What did your father do when you arrived at the house of Eusebio Cruz in Calle Javier, Taytay, Rizal?
My father asked Eusebio Cruz whether the signature affixed in Exhibit A was his signature.
From whom did your father ask that question?
My father asked that question from Eusebio Cruz.
What did Eusebio Cruz answer to the question asked by your father if he ever answered anything?
Eusebio Cruz could hardly answer because he was already very old.
As a matter of fact, did Eusebio Cruz answer your father when your father asked him the question?
Eusebio Cruz could not answer. He could not understand him.
What happened after your father asked Eusebio Cruz and the latter could not answer?
Petitioners contend that a contract for contingent fee violates Article 1491 of the New Civil Code because it involves an
Delfin Cruz told my father that it was really the signature of Eusebio Cruz so that my father went home to have the document ratified at home.
assignment of a property subject of litigation. The article provides:
Eusebio Cruz could not talk, was very ill and was about to die when his thumbmark was affixed on the deed of sale, Exhibit A.
Delfin Cruz did not have any means of livelihood. He was only the houseboy of Eusebio Cruz.
It is obvious that on January 17, 1941 Delfin Cruz could not have raised the amount of P700.00 as consideration of the land
supposedly sold to him by Eusebio Cruz.
Although the deed of sale, Exhibit A, purports to convey a parcel of land with an area of only 26,577 square meters,
defendants, as heirs of Delfin Cruz, claim a much bigger land containing an area of 182,959 square meters assessed at
P4,310.00.The consideration of P700.00 is not only grossly inadequate but is shocking to the conscience. No sane person
would sell the land claimed by the defendants for only about P40.00 per hectare.
In view of the foregoing, this Court finds that Eusebio Cruz did not voluntarily affix his thumbmark on the deed of sale, Exhibit
A, and did not receive any consideration for said sale.
MENIL V. CA, 84 SCRA 413
Civil Law; Contracts of sale; Homesteads; Contract of sale of homestead within the 5-year prohibitory period is void and sale
cannot be confirmed nor ratified.It cannot be claimed that there are two contracts: One which is undisputably null and void,
and another, having been executed after the lapse of the 5-year prohibitory period, which is valid. The second contract of sale
executed on March 3, 1964 is admittedly a Confirmatory deed of sale. Even the petitioners concede this point. Inasmuch as
the contract of sale executed on May 7, 1960 is void for it is expressly prohibited or declared void by law [CA 141, Section 118],
it therefore cannot be confirmed nor ratified.
Same; Same; Same; Simulated contracts; The second contract of sale for the same homestead in favor of the same vendee
for the same price is ample manifestations that the second sale is simulated and that no object or consideration in the second
contract of sale has passed between the parties.Further, noteworthy is the fact that the second contract of sale over the said
homestead in favor of the same vendee, petitioner Potenciano Menil, is for the same price of P415.00. Clearly, the unvarying
term of the said contract is ample manifestation that the same is simulated and that no object or consideration passed between
Article 1491. The following persons cannot acquire by purchase even at a public or judicial auction, either in person or through
the mediation of another: xxx xxx (5) Justices, judges, prosecuting attorneys, clerks of superior and inferior courts , and other
officers and employees connected with the administration of justice, the property and right in litigation or levied upon an
execution before the court within whose jurisdiction or territory they exercise their respective functions; this prohibition includes
the act of acquiring by assignment and shall apply to lawyers, with respect to the property and rights which may be the object
of any litigation in which they may take part by virtue of their profession (italics supplied)
Issue:
Is the contract for a contingent fee prohibited by Article 1491 of the New Civil Code and the Canons of Professional Ethics thus
making the adverse claim of Atty. Fernandez null and void?
Held:
Article 1491 does not apply. A stipulation for payment through contingent fee is valid. For having purchased the property
with the knowledge of the valid adverse claim, petitioner-spouses are in bad faith. Consequently they are estopped from
questioning the validity of the adverse claim. The decision of the lower court denying the petition for the cancellation of the
adverse claim is AFFIRMED.
Rationale:
Article 1491 prohibits only the sale or assignment between lawyer and his client of property which is the subject of litigation. In
other words, for the prohibition to operate, the sale or assignment must take place during the pendency of the litigation
involving the property. A contract for a contingent fee is not covered by Art. 1491 because the transfer or assignment of the
property in litigation takes effect only after the finality of a favorable judgment.
Petitioners invoke Canon 10 of the Canons of Professional Ethics which prohibits a lawyer from purchasing any interest in the
subject matter of the litigation which he is conducting. Canon 13, however, allows for a reasonable contingent fee but should
always be subject to the supervision of a court. Only if it is shown that the contract for a contingent fee was obtained by any
undue influence or fraud of the attorney over his client will the court protect the aggrieved party. In this case, there is no iota of
proof to show that Atty. Fernandez had exerted any undue influence or fraud over his client, Maximo Abarquez, and the
compensation of one-half of the lots in question is not excessive nor unconscionable considering the contingent nature of the
attorneys fees. Thus, Atty. Fernandez claim should be respected. Indeed he has a better right than petitioner-spouses.
Additionally, the Court quoted Justice Malcolm who wrote on contingent fees:
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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this premise, it was flagrant error on the part of both the trial and appellate courts to have accorded the parties relief from their
predicament. Article 1412 of the Civil Code denies them such aid.
Same; Same; Same; Same; Same; Parties who entered into an illegal contract cannot seek relief from the courts and each
must bear the consequences of his acts.Ex pacto illicito non oritur actio [No action arises out of an illicit bargain] is the
time-honored maxim that must be applied to the parties in the case at bar. Having entered into an illegal contract, neither can
seek relief from the courts, and each must bear the consequences of his acts.
Same; Same; Same; Same; Defect of inexistence of contract permanent and incurable.The defect of inexistence of a contract
is permanent and incurable, and cannot be cured by ratification or by prescription. As this Court said in Eugenio v. Perdido,
the mere lapse of time cannot give efficacy to contracts that are null and void.
Same; Same; Same; In pari delicto rule, applicable in case at bar where parties entered into an illegal contract like the Kabit
system.The principle of in pari delicto is well known not only in this jurisdiction but also in the United States where common
law prevails. Under American jurisdiction, the doctrine is stated thus: The proposition is universal that no action arises, in
equity or at law, from an illegal contract; no suit can be maintained for its specific performance, or to recover the property
agreed to be sold or delivered, or damages for its violation. The rule has sometimes been laid down as though it was equally
universal, that where the parties are in pari delicto, no affirmative relief of any kind will be given to one against the other.
Although certain exceptions to the rule are provided by law, We see no cogent reason why the full force of the rule should not
be applied in the instant case.
Same; Prescription begins to run when there is failure to return the property in question.When the mortgages were
constituted, respondents Cresenciano Tongoy and Norberto Tongoy were still minors, while respondent Amado Tongoy
became of age on August 19, 1931, and Ricardo Tongoy attained majority age on August 12, 1935. Still, considering that such
transfer of the properties in the name of Luis D. Tongoy was made in pursuance of the master plan to save them from
foreclosure, the said respondents were precluded from doing anything to assert their rights. It was only upon failure of the
herein petitioner, as administrator and/or successor-in-interest of Luis D. Tongoy, to return the properties that the prescriptive
period should begin to run. As above demonstrated, the prescriptive period is ten years from the date of recording on May 5,
1958 of the release of mortgage in the Registry of Deeds.
Same; Same; Same; Equity; Equitable reasons will not control a settled rule of law or public policy, such as sale of a
homestead within the prohibited periodAt first blush, the equities of the case seem to lean in favor of the respondent Suralta
who, since 1957, has been in possession of the land which was almost acquired in an underhanded manner by the petitioners.
We cannot, however, gloss over the fact that the respondent Suralta was himself guilty of transgressing the law by entering, in
1957, into a transaction clearly prohibited by law. It is a long standing principle that equity follows the law. Courts exercising
equity jurisdiction are bound by rules of law and have no arbitrary discretion to disregard them. Equitable reasons will not
control against any well-settled rule of law or public policy (McCurdy v. County of Shiawassee, 118 N.W. 625). Thus, equity
cannot give validity to a void contract. If, on the basis of equity, we uphold the respondent Suraltas claim over the land which
is anchored on the contracts previously executed we would in effect foe giving life to a void contract.
Same; Same; Same; Land Registration; Where homestead was sold within the prohibited period, the original grantee shall be
entitled to issuance of the title thereon back to his name without prejudice to the Government filing an action for reversion.
There is another observation worthy of consideration. This Court has ruled in a number of cases that the reversion of a public
land grant to the government is effected only at the instance of the Government itself (Gacayan v. Leano, 121 SCRA 260;
Gonzalo Puyat & Sons, Inc. v. De las Ama and Alio, 74 Phil. 3), The reversion contemplated in the Public Land Act is not
automatic. The Government has to take action to cancel the patent and the certificate of title in order that the land involved
may be reverted to it (Villacorta v. Ulanday, 73 Phil. 655). Considering that this is an ordinary civil action in which the
Government has not been included as a party and in view of the settled jurisprudence, we rule against the automatic reversion
of the land in question to the State.
Civil Law; Transportation; Contracts; Illegal Contracts; Kabit system, concept of; Kabit system, contrary to public policy
and void and inexistent; Court cannot allow either of the parties to enforce an illegal contract but leaves them both where it
finds them. Unquestionably, the parties herein operated under an arrangement, commonly known as the kabit system,
whereby a person who has been granted a certificate of convenience allows another person who owns motor vehicles to
operate under such franchise for a fee. A certificate of public convenience is a special privilege conferred by the government.
Abuse of this privilege by the grantees thereof cannot be countenanced. The kabit system has been identified as one of the
root causes of the prevalence of graft and corruption in the government transportation offices. In the words of Chief Justice
Makalintal, this is a pernicious system that cannot be too severely condemned. It constitutes an imposition upon the good faith
of the government. Although not outrightly penalized as a criminal offense, the kabit system is invariably recognized as b
eing contrary to public policy and, therefore, void and inexistent under Article 1409 of the Civil Code. It is a fundamental
principle that the court will not aid either party to enforce an illegal contract, but will leave them both where it finds them. Upon
Same; Same; Same; Same; Same.We see, however, a distinguishing factor in this case that sets it apart from the above
cases. The original owners in this case, the respondent Palaos and his wife, have never disaffirmed the contracts executed
between them and the respondent Suralta. More than that, they expressly sustained the title of the latter in court and failed to
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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as 1940 the same had already been assigned by his sister Maria Roxas Lisao to PDCI. The assignment was duly registered
and annotated on the Original Certificate of Title of Maria on the basis of which Transfer Certificate of Title was issued in the
name of PDCI. Such annotation and issuance of title is notice to the whole world including respondent.
Same; Same; Same; Same; Assignment of the property was not a mere assignment in trust but an assignment of the entire
property in consideration of the shares of stocks.The contention of the respondent that the assignment to petitioner PDCI
was only an assignment in trust so that his sister Maria still remained to be the owner of the same property, the title being held
in trust by petitioner PDCI, is untenable. On the contrary, what appears from the record is that the assignment was not a mere
assignment in trust but an assignment of the entire property in consideration of the shares of stocks that Maria acquired from
the PDCI.
Same; Same; Same; Same; Quitclaim, deed and donation are null and void as the property can no longer be conveyed.Thus,
since what appears to have been conveyed by Maria to her brothers and sisters was no longer her property, the quitclaim,
deed and donation that she executed are null and void. As a matter of fact even prior to said conveyance, the property had
been mortgaged by PDCI to the NFPC who is certainly a mortgagee in good faith.
Same; Same; Same; Same; Statute of Frauds; Alleged verbal sale of the property is null and void; Sale of land, which is verbal,
is not a valid sale and not enforceable under the Statute of Frauds.Furthermore, the alleged verbal sale executed by the
donees brothers and sisters of Maria Roxas Lisao in favor of respondent Jose Roxas is also null and void not only because
they had no title to convey but also because the sale of the land, which is verbal, and the presentation of which was timely
objected to, are not enforceable under the statute of frauds. It is not a valid sale, and is inadmissible in evidence.
Same; Same; Same; Same; Property registered to respondent in bad faith.Note must be taken of paragraph 4 of the
quitclaim, deed and donation allegedly executed by Maria, wherein it is stated that Maria Roxas Lisao desires to donate the
land or its equivalent share of stocks that the PDCI may issue in acceptance thereof x x x, Obviously, private respondent
knew of the transfer of the said lot to PDCI in consideration of its shares of stocks. The quitclaim, deed and donation was
executed only in 1952 long after the property was assigned to PDCI. Said document was not even registered in the office of
the Register of Deeds. The Court of Appeals, therefore, erred in considering PDCI to have registered the property in its name
in bad faith.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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nd
relative to the disposal of effects or instruments of a crime" that Article 1411 makes "applicable to the things or the price of the
contract."
Code). Also, it was contended that the 2 agreement was not yet approved by the president; yet was taken possession of and
leased to 3rd parties with rent and profits obtained.
Considering the 2nd lease agreement to be void, petitioner should pay for the office space he had been occupying and to
account for and to return to the Republic, though the OGCC, all moneys he unjustly received, including those received from
such tenant-lessees as rentals, with interest at the legal rate until fully paid. Nullification of the contract was sought.
Civil Law; Contracts; If both parties have no fault or are not guilty, the restoration of what was given by each of them to the
other is consequently in order.The Court of Appeals, after an extensive discussion, found that there had been no bad faith
on the part of either party, and this remains uncontroverted as a fact in the case at bar. Correspondingly, respondent court
correctly applied the rule that if both parties have no fault or are not guilty, the restoration of what was given by each of them to
the other is consequently in order. This is because the declaration of nullity of a contract which is void ab initio operates to
restore things to the state and condition in which they were found before the execution thereof.
Same; Same; Purchaser is entitled to recover the money paid by him where the contract is set aside by reason of the mutual
material mistake of the parties as to the identity or quantity of the land sold.Therefore, the purchaser is entitled to recover
the money paid by him where the contract is set aside by reason of the mutual material mistake of the parties as to the identity
or quantity of the land sold. And where a purchaser recovers the purchase money from a vendor who fails or refuses to deliver
the title, he is entitled as a general rule to interest on the money paid from the time of payment.
Same; Same; The contract of loan executed between the parties is entirely different and discrete from the deed of sale they
entered into.In its legal context, the contract of loan executed between the parties is entirely different and discrete from the
deed of sale they entered into. The annulment of the sale will not have an effect on the existence and demandability of the
loan. One who has received money as a loan is bound to pay to the creditor an equal amount of the same kind and quality.
Same; Same; Fact that the annulment of the sale will also result in the invalidity of the mortgage does not have an effect on
the validity and efficacy of the principal obligation.The fact that the annulment of the sale will also result in the invalidity of
the mortgage does not have an effect on the validity and efficacy of the principal obligation, for even an obligation that is
unsupported by any security of the debtor may also be enforced by means of an ordinary action. Where a mortgage is not valid,
as where it is executed by one who is not the owner of the property, or the consideration of the contract is simulated or false,
the principal obligation which it guarantees is not thereby rendered null and void. That obligation matures and becomes
demandable in accordance with the stipulations pertaining to it.
LAO V. REPUBLIC, 479 SCRA 439 [2006]
DOCTRINE
The Anti-Graft and Corrupt Practices Act expressly declares null and void a contract which is grossly disadvantageous to the
government. It is null and void from the beginning.
I. FACTS:
2
GSIS is the registered owner of 3 parcels of land in Ermita with an area of around 821 m , a 5-storey building and
improvements. GSIS and the RP, through the Office of the Government Corporate Counsel (OGCC), entered into 2 contracts:
1.
A "lease-purchase" agreement on June 22, 1978 where GSIS agreed to transfer the property to the OGCC for P1.5
million, payable in equal yearly amortization-lease rentals of P100,000 for a period of 15 years.
On December 22, 1980, petitioner offered to purchase the property.
2.
On May 10, 1982, GSIS and petitioner executed a second "lease-purchase" agreement. GSIS agreed to sell the same
property to petitioner for P2,000,000, with a down payment of P200,000 and the balance payable within a period of 15
years at 12% interest per annum, compounded yearly.
Under this second contract, GSIS obligated itself to construct for the OGCC a 3-storey building on the Manila Bay
reclaimed area OR to make available another property acceptable to the OGCC, to be conveyed to the RP under the
same or mutually acceptable terms as those of the first contract. In the meantime, the OGCC was allowed to continue
occupying the second to the fifth floors of the building at an annual rental of P100,000, payable to petitioner.
Furthermore, petitioner was entitled to lease out the ground floor and collect the corresponding rentals.
Pres. Marcos and the Board of Trustees of GSIS approved the contract by signing their signatures on the same.
In 1989, after the overthrow of Marcos (in 1986), respondents filed before the RTC of Manila a complaint against petitioner
alleging that:
Upon petitioners behest and representations, then Pres. Marcos directed the transfer of the property to petitioner. By reason
of insidious machinations, the RP, through the OGCC, was forced, intimidated and coerced to execute a waiver of its rights
and interests to the property, and the BOT of the GSIS was likewise constrained to approve the offer of petitioner and to
execute the 2nd Lease-Purchase Agreement.
The 2nd Lease-Purchase Agreement is burdensome and grossly disadvantageous to the RP. Notwithstanding that the
property was already valued then at or about P10,000,000.00, they were sold for only P2,000,000.00, and, worse yet, payable
on a fifteen-year installment basis. Furthermore, the agreement obligated the GSIS to provide an office and parking space
equivalent to a 3-storey office building at its new building in the Manila Bay Area or some other acquired properties to house its
offices. The value of this obligation of the GSIS to the Republic, at the moment is worth at least (P20,000,000.00).
Since the terms of [the] second agreement are manifestly and grossly disadvantageous to the government the contract is
contrary to law, being violative of RA 3019, and the public officers responsible thereof are liable under Section 3(g) of [RA
3019]. Considering that the cause or consideration of the second contract is contrary to law, the same is void (Art. 1352, Civil
RTC ruled in favor of respondents and declared the 2nd lease-purchase agreement null and void. It also ordered the forfeiture
in favor of respondents of the purchase price paid by petitioner to GSIS as well as the rentals received by petitioner. The CA
affirmed.
II. ISSUE:
WON the 2nd contract valid as claimed by petitioner, or null and void as decided by the RTC and affirmed by the CA
III. HELD:
YES, Null and void. Decision affirmed.
IV. RATIO:
The second contract was null and void ab initio for being in contravention of Section 3(e) and (g) of RA 3019, otherwise known
as the "Anti-Graft and Corrupt Practices Act". Both the trial and appellate courts found that the second contract gave petitioner
unwarranted benefits and was grossly disadvantageous to the government. Under Article 1409(7) of the Civil Code, the
contract was null and void from the beginning.
The Agreement between [petitioner] and the GSIS which is the subject of the instant case had in fact transferred the
economic benefits which the Republic used to enjoy to [petitioner]. At the end of [15] years, [petitioner] shall become the
absolute owner of the subject property upon full payment of the [15] yearly amortizations. At bottom, however, is the fact that,
at least for the first [five] years of the [Agreement], [petitioner] shall not be shelling out of his own pocket the yearly
amortization since the same shall be covered by the annual rental coming from the OGCC and the other tenants thereof. In the
meantime, the Republic, thru the OGCC, shall not only be appropriating additional funds for its annual rental but worse, it was
stripped of the opportunity to become the absolute owner of the subject property. Add to this the difference between
consideration and the market value of the property (approx. 5-8 million).
On this respect, [respondents] assertion that the subject Agreement is at the behest of [petitioner] and is grossly
disadvantageous to the Republic had become self-evident. Some economic implications: the Republic would need to
appropriate additional funds to pay for its rentals and abandon the chance of becoming the owner of the subject
property which it uses for governmental purposes and the fact that the subject property was negotiated by the government
via a losing proposition.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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verbally agreed. The determinate subject matter is Lot No. 3, which is covered under TCT No. T-102563 and located at No. 39
10 de Julio Street (now Esteban Mayo Street), Lipa City, Batangas. The price agreed for the sale of the property was Five
Hundred Thousand Pesos (P500,000.00). It cannot be denied that the oral contract of sale entered into between the petitioner
and Alejandro was valid.
Constitution, which is an expression of public policy to conserve lands for the Filipinos. Said provision reads:
Article 1410
The litigated property is now in the hands of a naturalized Filipino. It is no longer owned by a disqualified vendee. Respondent,
as a naturalized citizen, was constitutionally qualified to own the subject property. There would be no more public policy to be
served in allowing petitioner Epifania to recover the land as it is already in the hands of a qualified person.
Art. 1410. The action or defense for the declaration of the inexistence of a contract does not
prescribe.
YANAS V. ACAYLAR, 136 SCRA 52
Civil Law; Sales; Badges of fraud and fictitiousness; Case at bar.We hold that the sale was fictitious and fraudulent. Among
the badges of fraud and fictitiousness taken collectively are the following: (1) the fact that the sale is in English, the alleged
vendor being illiterate; (2) the fact that his wife did not join in the sale and that her name is indicated in the deed as Maria S.
Yanas when the truth is that her correct name is Maria Aglimot Yanas; (3) the obvious inadequacy of P200 as price for a 13hectare land (P15.40 a hectare); (4) the notarization of the sale on the day following the alleged thumbmarking of the
document; (5) the failure to state the boundaries of the lot sold; (6) the fact that the governor approved it more than two years
after the alleged sale; (7) its registration more than three years later, and (8) the fact that the Acaylars were able to occupy
only four hectares out of the 13 hectares and were eventually forcibly ousted therefrom by the children and agents of the
vendor. It was not a fair and regular transaction done in the ordinary course of business.
Same; Same; Patent contradictions in the testimonies of the principal witnesses of the buyers fatal to their alleged ownership
of the land.The grave flaws in the evidence for defendants Acaylar are the patent contradictions in the testimonies of Antonio
L. Acaylar and lawyer Hamoy, their principal witnesses on the validity of the sale. Acaylar testified that he signed the deed of
sale and that one Tupas was an instrumental witness (12-13 tsn May 4, 1970). The truth is that Acaylar never signed the deed
and Tupas was not a witness. The instrumental witnesses were Hamoy and Paulino Empeynado. Hamoy at first testified on
November 20, 1968 that on August 7, 1950 he was a witness in the deed of sale (Exh. 2 and 6) executed by Yanas who had
requested him to look for a buyer of his lot (122-124 tsn). That means that Hamoy met Yanas in August, 1950. More than a
year later, or on June 22, 1970, Hamoy, testifying as a rebuttal witness for Acaylar, declared on direct and cross-examination
that he last saw Yanas in 1946 (103-106). He absurdly stated that his name appears as an instrumental witness in the deed of
sale but he testified; That is my name but I did not sign that (107)
Same; Same; Contracts; Action or defense for the declaration of inexistence of a contract does not prescribe.The fact that the
alleged sale took place in 1950 and the action to have it declared void or inexistent was filed in 1963 is immaterial. The action
or defense for the declaration of the inexistence of a contract does not prescribe (Art. 1410, Civil Code).
Article 1411
Art. 1411. When the nullity proceeds from the illegality of the cause or object of the contract, and the act
constitutes a criminal offense, both parties being in pari delicto, they shall have no action against each
other, and both shall be prosecuted. Moreover, the provisions of the Penal Code relative to the disposal
of effects or instruments of a crime shall be applicable to the things or the price of the contract.
This rule shall be applicable when only one of the parties is guilty; but the innocent one may claim what
he has given, and shall not be bound to comply with his promise. (1305)
Save in cases of hereditary succession, no private agricultural land shall be transferred or assigned except to individuals,
corporations, or associations, qualified to acquire or hold lands of the public domain.7
While, strictly speaking, Ong King Po, private respondents vendor, had no rights of ownership to transmit, it is likewise
inescapable that petitioner Epifania had slept on her rights for 26 years from 1936 to 1962. By her long inaction or inexcusable
neglect, she should be held barred from asserting her claim to the litigated property (Sotto vs. Teves, 86 SCRA 157 11978]).
GODINEZ V. FONG, 120 SCRA 223
Land Registration; Property; Sales; Contracts; A parcel of land sold to a Chinese citizen which the latter subsequently sold to a
Filipino Citizen can no longer be recovered by the vendor.The meaning of the above provision was fully discussed in
Krivenko v. Register of Deeds of Manila (79 Phil. 461) which also detailed the evolution of the provision in the public land laws,
Act No. 2874 and Commonwealth Act No. 141. The Krivenko ruling that under the Constitution aliens may not acquire private
or agricultural lands, including residential lands is a declaration of an imperative constitutional policy. Consequently,
prescription may never be invoked to defend that which the Constitution prohibits. However, we see no necessity from the
facts of this case to pass upon the nature of the contract of sale executed by Jose Godinez and Fong Pak Luenwhether void
ab initio, illegal per se, or merely prohibited.** It is enough to stress that insofar as the vendee is concerned, prescription is
unavailing. But neither can the vendor or his heirs rely on an argument based on imprescriptibility because the land sold in
1941 is now in the hands of a Filipino citizen against whom the constitutional prescription was never intended to apply. The
lower court erred in treating the case as one involving simply the application of the statute of limitations.
Same; Same; Same; Same; Same.From the fact that prescription may not be used to defend a contract which the
Constitution prohibits, it does not necessarily follow that the appellants may be allowed to recover the property sold to an alien.
As earlier mentioned, Fong Pak Luen, the disqualified alien vendee later sold the same property to Trinidad S. Navata, a
Filipino citizen qualified to acquire real property.
YAP V. GRAGEDA, 121 SCRA 244
Civil Law; Sales; Constitutional Law; Sale of a residential lot to a Chinese national who had been a naturalized Filipino cit izen
for 15 years at time of sale, valid; Ban on aliens from acquiring agricultural and urban lands under the 1935 Constitution, not
applicable; Reason; Case at bar.The rulings in Vasquez v. Li Seng Giap et al. (96 Phil. 447) and Sarosa Vda. de Bersabia v.
Cuenco (113 SCRA 547) sustain the petitioners contentions. We stated in Sarosa Vda. de Bersabia: There should be no
question that the sale of the land in question in 1936 by Epifania to Ong King Po was inexistent and void from the beginning
(Art. 1409 [7], Civil Code) because it was a contract executed against the mandatory provision of the 1935 Constitution, which
is an expression of public policy to conserve lands for the Filipinos. x x x But the factual set-up has changed. The litigated
property is now in the hands of a naturalized Filipino. It is no longer-owned by a disqualified vendee. Respondent, as a
naturalized citizen, was constitutionally qualified to own the subject property. There would be no more public policy to be
served in allowing petitioner Epifania to recover the land as it is already in the hands of a qualified person. Applying by analogy
the ruling of this Court in Vasquez vs. Giap and Li Seng Giap & Sons: x x x if the ban on aliens from acquiring not only
agricultural but also urban lands, as construed by this Court in the Krivenko case, is to preserve the nations lands for future
generations of Filipinos, that aim or purpose would not be thwarted but achieved by making lawful the acquisition of real estate
by aliens who became Filipino Citizens by naturalization.
PINEDA V. DE LA RAMA, 121 SCRA 671
Same; Same; Same; Civil Law; Obligations; Promissory note void ab initio where consideration for the note is to influence
public officers in the performance of their duties.Whether or not the supposed cash advances reached their destination is of
no moment. The consideration for the promissory noteto influence public officers in the performance of their dutiesis
contrary to law and public policy. The promissory note is void ab initio and no cause of action for the collection cases can arise
from it.
Mercantile Law; Negotiable Instruments Law; Presumption that a negotiable instrument is issued for a valuable consideration
only prima facie.The Court of Appeals reliance on the above provision is misplaced. The presumption that a negotiable
instrument is issued for a valuable consideration is only prima facie. It can be rebutted by proof to the contrary. (Bank of the
Philippine Islands v. Laguna Coconut Oil Co. et al., 48 Phil. 5).
Same; Same; Promissory notes; Grant of loan by a lawyer to a moneyed client without security and interest for the loan and
whom he had known only for 3 months, not believed; Case at bar.We agree with the trial court which believed Pineda. It is
indeed unusual for a lawyer to lend money to his client whom he had known for only three months, with no security for the loan
and no interest. Dela Rama testified that he did not even know what Pineda was going to do with the money he borrowed from
him. The petitioner had just purchased a hacienda in Mindoro for P210,000.00, owned sugar and rice lands in Tarlac of around
800 hectares, and had P60,000.00 deposits in three banks when he executed the note. It is more logical to believe that Pineda
would not borrow P5,000.00 and P4,300.00 five days apart from a man whom he calls a fixer and whom he had known for
only three months.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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of the contract, or ask for the fulfillment of what has been promised him. The other, who is not at fault,
may demand the return of what he has given without any obligation to comply his promise. (1306)
Upon discovery of the 'fraudulent steps' taken by Guan, Ong immediately executed an Affidavit of Adverse Claim. She
precisely asked the court that the sale of the Rizal property be declared as null and void; for the title to be cancelled; payment
of actual, moral and exemplary damages; and attorney's fees.
DONATION; CAUSE OR CONSIDERATION; LIBERALITY OF DONOR WHEN DEEMED "CAUSA".Under Article 1274, of
the Civil Code of 1889, liberality of the donor is deemed causa only in those contracts that are of "pure" beneficence; that is to
say, contracts designed solely and exclusively to procure the welfare of the beneficiary, without any intent of producing any
satisfaction for the donor; contracts, in other words, in which the idea of self-interest is totally absent on the part of the
transferor. For this very reason, the same Article 1274 provides that in remuneratory contracts, the consideration is the service
or benefit for which the remuneration is given; causa is not liberality in these cases because the contract or conveyance is not
made out of pure beneficence, but "solvendi animo".
Guan argued that that his wife could not have purchased the property because she had no financial capacity to do so; on the
other hand, he was financially capable although he was financially capable although he was disqualified to acquire the
property by reason of his nationality. Ong was in pari delicto being privy to the simulated sale.
In the present case, it is scarcely disputable that Lopez would not have conveyed the property in question had he known that
appellant would refuse to cohabit with him; so that the cohabitation was an implied condition to the donation, and being
unlawful, necessarily tainted the donation itself.
After examining the evidence adduced by both parties, the RTC found that the JP Rizal property was the paraphernal property
of the respondent. The trial court further held that the in pari delicto rule found in Articles 1411 and 1412 of the Civil Code was
not applicable to the present case, because it would apply only to existing contracts with an illegal cause or object, not to
simulated or fictitious contracts or to those that were inexistent due to lack of an essential requisite such as cause or
consideration.8 It likewise voided the Deed of Absolute Sale of the Rizal property for having been simulated and executed
during the marriage of the parties.9
The appellant seeks recovery of the disputed land on the strength of a donation regular on its face. To defeat its effect, the
appellees must plead and prove that the same is illegal. But such plea on the part of the Lopez heirs is not receivable, since
Lopez himself, if living, would be barred from setting up that plea; and his heirs, as his privies and successors in interest, can
have no better rights than Lopez himself.
ISSUE:
Whether or not the '[in] pari delicto' rule applies to the sale of the subject property?
HELD:
NO.
The principle of in pari delicto provides that when two parties are equally at fault, the law leaves them as they are and
denies recovery by either one of them. However, this principle does not apply with respect to inexistent and void
contracts. Said this Court in Modina v. Court of Appeals:21
Appellees, as successors of the late donor, being thus precluded from pleading the defense of immorality or illegal causa of
the donation, the total or partial ineffectiveness of the same must be decided by different legal principles. In this regard, the
Court of Appeals correctly held that Lopez could not donate the entirety of the property in litigation, to the prejudice of his wife
Maria Ngo, because said property was conjugal in character, and the right of the husband to donate community property is
strictly limited by law (Civil Code of 1889, Arts. 1409, 1415, 1413; Baello vs. Villanueva, 54 Phil. 213).
The text of the articles makes it plain that the donation made by the husband in contravention of law is not void in its entirety,
but only in so far as it prejudices the interest of the wife. In this regard, as Manresa points out (Commentaries, 5th Ed., pp.
650-651, 652-653), the law makes no distinction between gratuitous transfers and conveyances for a consideration.
CASTRO, J. (Majority)
Civil law; Contracts; Resolutory condition; Art. 1308, Civil Code.Article 1308 of the Civil Code creates no impediment to the
insertion in a contract for personal services of a resolutory condition permitting the cancellation of the contract by one of the
parties. Such a stipulation does not make either the validity or the fulfillment of the contract dependent upon the will of the
party to whom is conceded the privilege of cancellation; for where the contracting parties have agreed that such option shall
exist, the exercise of the option is as much in the fulfillment of the contract as any other act which may have been the subject
of the agreement. Indeed, the cancellation of a contract in accordance with conditions agreed upon beforehand is fulfillment.
(1) When the fault is on the part of both contracting parties, neither may recover what he has given by
virtue of the contract, or demand the performance of the other's undertaking;
Same; Lease contract; Validity of provision for rescission therein.A provision in a lease contract that the lessee, at any time
before he erected any building on the land may rescind the lease can hardly be regarded as a violation of Article 1308 of the
Civil Code.
(2) When only one of the contracting parties is at fault, he cannot recover what he has given by reason
Same; Consideration; Consideration need not pass at time of execution of contract.The consideration need not pass from
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one party to the other at the time a contract is executed because the promise of one is the consideration for the other.
Same; Validity of lease or option to buy real estate to an alien.A lease to an alien for a reasonable period is valid. So is an
option giving an alien the right to buy real property on condition that he is granted Philippine citizenship. Aliens are not
completely excluded by the Constitution from the use of lands for residential purposes. Since their residence in the Philippi nes
is temporary, they may be granted temporary rights such as a lease contract which is not forbidden by the Constitution. Should
they desire to remain here forever and share our fortune and misfortune, Filipino citizenship is not impossible to acquire.
Same; Same; When invalid.If an alien is given not only a lease of, but also an option to buy, a piece of land, by virtue of
which the Filipino owner cannot sell or otherwise dispose of his property, this to last for 50 years, then it becomes clear that
the arrangement is a virtual transfer of ownership whereby the owner divests himself in stages not only of the right to enjoy the
land (jus possidendi, jus utendi, jus fruendi, and jus abutendi), but also of the right to dispose of it (jus disponendi)rights the
sum total of which make up ownership It is just as if today the possession is transferred, tomorrow the use, the next day the
disposition, and so on, until ultimately all the rights of which ownership is made up are consolidated in an alien. If this can be
done, then the constitutional ban against alien landholding in the Philippines, as announced in Krivenko vs. Register of Deeds
(79 Phil. 461) is indeed in grave peril.
Same; Same; Same; Remedy of parties; Exception to pari delicto doctrine.It does not follow that because the parties are in
pari delicto they will be left where they are without relief. Article 1416 of the Civil Code provides as an exception to the rule of
in pari delicto that when the agreement is not illegal per se but is merely prohibited, and the prohibition by law is designed for
the protection of the plaintiff, he may, if public policy is thereby enhanced, recover what he had paid or delivered.
Same; Same; Same; Same; Sec. 5, Art. XIII of the Constitution is an expression of public policy.The constitutional provision
that save in cases of hereditary succession, no private agricultural land shall be transferred or assigned except to individuals,
corporations, or associations qualified to acquire or hold lands of the public domain in the Philippines is an expression of
public policy to conserve lands for the Filipinos.
FERNANDO, J., concurring:
Civil law; Contracts; Sale of real estate to aliens; Pari delicto rule in previous cases expresses extreme view.The statement
that the sales entered into prior to the Krivenko decision were at that time already vitiated by a guilty knowledge of the parties
may be too extreme a view. It appears to ignore a postulate of a constitutional system, wherein the words of the Constitution
acquire meaning through Supreme Court adjudication.
Same; Alien vendee is incapacitated to acquire or hold real estate since Nov. 15, 1935; Remedy of vendor.Alien-vendee is
incapacitated or disqualified to acquire and hold real estate. That incapacity and that disqualification should date from the
adoption of the Constitution on November 15, 1935. Alienvendee, therefore, cannot be allowed to continue owning and
exercising acts of ownership over said property, when it is clearly included within the constitutional prohibition. Alienvendee
should thus be made to restore the property with its fruits and rents to Filipino-vendor, its previous owner, if it could be shown
that, in the utmost good faith, he transferred his title over the same to alien-vendee, upon restitution of the purchase price, of
course.
AVILA V. CA, 145 SCRA 541
Civil Law; Property; Sale at public auction, Where the property was purchased atpublic auction; the sale is void as thepurchase
was prohibited under the Revised Administrative Code.While it is true that Marciana Avila, their mother and predecessor-ininterest, purchased the questioned property at a public auction conducted by the government; paid the purchase price; and
was issued a final bill of sale after the expiration of the redemption period, it is however, undisputed that such purchase was
prohibited under Section 579 of the Revised Administrative Code, as amended. x x x Thus, the sale to her of Lot 594 is void.
Same; Same; Same; Contracts; Void contract is inexistent from the beginning and cannot be ratified and the right to set up the
defense ofits illegality is not waivedOn the other hand, under Article 1409 of the Civil Code, a void contract is inexistent from
the beginning. It cannot be ratified neither can the right to set up the defense of its illegality be waived. (Arsenal, et al. vs. The
Intermediate Appellate Court, etal, G.R. No. 66696, July14,1986).
Same; Same; Same; Same; A party to an illegal transaction cannot recover what she has given by reason ofthe contract orask
forfulfillment of what has been promised her.Moreover, Marciana Avila was a party to an illegal transaction, and therefore,
under Art. 1412 of the Civil Code, she cannot recover what she has given by reason of the contract or ask f or the fulfillment of
what has been promised her.
Same; Same; Same; Same; Kabit system, although not outrightly penalized as a criminal offense, is contrary to public policy,
and is void and inexistent; Principle that the court will not aid either party to enforce an illegal contract.Although not outrightly
penalized as a criminal offense, the kabit system is invariably recognized as being contrary to public policy and, therefore, void
and inexistent under Article 1409 of the Civil Code. It is a fundamental principle that the court will not aid either party to enforce
an illegal contract, but will leave both where it finds them. Upon this premise it would be error to accord the parties relief from
their predicament. Article 1412 of the Civil Code denies them such aid.
Same; Same; Same; Same; Defect of inexistence of a contract is permanent and cannot be cured by ratification or by
prescription.The defect of inexistence of a contract is permanent and cannot be cured by ratification or by prescription. The
mere lapse of time cannot give efficacy to contracts that are null and void.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
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Code went into effect, and, moreover, it is evident that the Civil Code itself yields to the Usury Law when it comes to the
question of how much of the loan and interests paid by the borrower may be recovered by him, and the Usury Law is clear that
he may recover only all the interests, including, of course, the legal part thereof, with legal interest from the date of judicial
demand, without maintaining that he can also recover the principal he has already paid to the lender.
CASTRO,FERNANDO, and CONCEPCION, JJ., dissenting
Same; Same; Loan and usurious interest void.In a contract which is tainted with usury, that is, with a stipulation (whether
written or unwritten) to pay usurious interest, the prestation to pay such interest is an integral part of the cause of the contract.
It is also the controlling cause, for a usurer lends his money not just to have it returned but indeed to acquire inordinate gain.
Article 1957 of the Civil Code which declares the contract itselfnot merely the stipulation to pay usurious interestvoid,
necessarily regards the prestation to pay such usurious interest as an integral part of the cause, making it illegal.
Based on Compiled digests of 2011A, 2012D, Mark Calida doctrines and 2014A class notes. Updated digests by Abu, Almadro, Barron, Cabile, Carpena, Chan, Lacanlalay, Panganiban, Peamante.
108
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109