ANTON v.
OLIVA (4-11-11) CONCLUSION:
ISSUE:
Whether or not the CA erred in holding
that, notwithstanding the absence of a
partnership between the Olivas and the
Antons, the latter have the obligation to
pay the former their shares of the net
profits of the three stores plus legal
interest on those shares until they have
been paid.
RULING:
The Court will not disturb the finding of
both the RTC and the CA that, based on
the terms of the MOAs and the
circumstances surrounding its
implementation, the relationship
between the Olivas and the Antons was
one of creditor-debtor, not of partnership.
APPLICATION:
Although the MOA denominated the
Olivas as partners. the amounts they
gave did not appear to be capital
contributions to the establishment of the
stores. Indeed, the stores had to pay the
amounts back with interests. Moreover,
the MOAs forbade the Olivas from
interfering with the running of the stores.
The CA correctly held, although the
Olivas were mere creditors, not partners,
the Antons agreed to compensate them
for the risks they had taken. The Olivas
gave the loans with no security and they
were to be paid such loans only if the
stores made profits. Had the business
suffered loses and could not pay what it
owed, the Olivas would have ultimately
assumed those loses just by themselves.
Still there was nothing illegal or immoral
about this compensation scheme. Thus,
unless the MOAs are subsequently
rescinded on valid grounds or the parties
mutually terminate them, the same
remain valid and enforceable.
The CA also correctly ruled that, since
the Olivas were mere creditors, not
partners, they had no right to demand
that the Antons make an accounting of
the money loaned out to them. Still, the
Olivas were entitled to know from the
Antons how much net profits the three
stores were making annually since the
Olivas were entitled to certain
percentages of those profits.
WHEREFORE, the Court DENIES the
petition and AFFIRMS the decision of the
CA with the following MODIFICATIONS:
1. The legal interest that petitioner Anton
shall pay respondent Oliva and the
substituted heirs of respondent on their
unpaid shares in the net profits of the
Pinoy Toppings stores shall be
computed at the rate of 6% per annum;
and
2. Petitioner Anton is to furnish
respondent Oliva and the substituted
legal heirs of respondent Corazon Oliva
copies of the monthly sales reports of all
three Pinoy Toppings stores until the
proper termination of their Memoranda of
Agreement.
PSB v. CASTILLO (5-30-11)
ISSUE:
WON the unilateral determination and
imposition of the increased rates is
violative of the principle of mutuality of
contracts under Article 1308 of the Civil
Code.
RULING:
YES. Art. 1308 provides that [t]he
contract must bind both contracting
parties; its validity or compliance cannot
be left to the will of one of them.[11]
APPLICATION:
Any stipulation regarding the validity or
compliance of the contract left solely to
the will of one of the parties is likewise
invalid.
Basic is the rule that there can be no
contract in its true sense without the
mutual assent of the parties. If this
consent is absent on the part of one who
contracts, the act has no more efficacy
than if it had been done under duress or
by a person of unsound mind. Similarly,
contract changes must be made with the
consent of the contracting parties. The
minds of all the parties must meet as to
the proposed modification, especially
when it affects an important aspect of
the agreement. Thus, any change must
be mutually agreed upon, otherwise, it
produces no binding effect.[18]
CONCLUSION:
WHEREFORE, the petition is PARTIALLY
GRANTED. The assailed Decision Court
of Appeals are AFFIRMED WITH
MODIFICATIONS, such that the award
for moral damages, exemplary damages,
attorneys fees, and litigation expenses
is DELETED, and the order of refund in
favor of respondents of interest
payments made in excess of 17% per
annum shall bear interest of 12% per
annum from the time of the filing of the
complaint until its full satisfaction.
CARABEO v. DINGCO (4-4-11)
ISSUE:
WON petition for review filed by Antonio
Carabeo, petitioners son,[7] faulting the
appellate court Appellate Court in holding
that the element of a contract, i.e., an
object certain is present in this case.
RULING:
No. Petition for review filed by
Antonio Carabeo, petitioners son,[7]
faulting the appellate court Appellate
Court in holding that the element of a
contract, i.e., an object certain is present
in this case is not correct.
APPLICATION:
The requirement that the sale must have
for its object a determinate thing is
satisfied as long as, at the time the
contract is entered into, the object of the
sale is capable of being made
determinate without necessity of a new
or further agreement between the
parties.
That the kasunduan did not specify the
technical boundaries of the property did
not render the sale a nullity. The
requirement that a sale must have for its
object a determinate thing is satisfied as
long as, at the time the contract is
entered into, the object of the sale is
capable of being made determinate
without the necessity of a new or further
agreement between the parties.[9] As
the portion of the kasunduan shows,
there is no doubt that the object of the
sale is determinate.
CONCLUSION:
WHEREFORE, the petition is DENIED.
BPI FAMILY SAVINGS BANK,
INC. V AVENIDO (12-7-11)
ISSUE:
Whether or not BPI Family is still
entitled to collect the deficiency
mortgage obligation from the
spouses Avenido, plus interest.
RULING:
Yes.
APPLICATION:
It is settled that if the proceeds of the
sale are insufficient to cover the debt in
an extrajudicial foreclosure of mortgage,
the mortgagee is entitled to claim the
deficiency from the debtor. While Act No.
3135, as amended, does not discuss the
mortgagees right to recover the
deficiency, neither does it contain any
provision expressly or impliedly
prohibiting recovery. If the legislature had
intended to deny the creditor the right to
sue for any deficiency resulting from the
foreclosure of a security given to
guarantee an obligation, the law would CONCLUSION:
expressly so provide. Absent such a
provision in Act No. 3135, as amended, WHEREFORE, the Petition is
the creditor is not precluded from taking hereby GRANTED. Avenido
action to recover any unpaid balance on are ORDERED to pay petitioner BPI
the principal obligation simply because Family Savings Bank, Inc. the deficiency
he chose to extrajudicially foreclose the of their mortgage obligation, plus legal
real estate mortgage. interest.