CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. 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
SAGRADA ORDEN V. NACOCO, 91 SCRA 503
Art. 1159. Obligations arising from contracts have the force of law between the contracting parties and
should be complied with in good faith. (1091a)
DOCTRINE
Obligations must arise from any of the four sources of obligations, namely, law, contract or quasi-contract, crime, or
negligence.
PEOPLE’S CAR V. COMMANDO SECURITY, 51 SCRA 40
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.
Mini digest:
S owned the property, then the Japanse occupied the Phils and took his land from him (kunwari by Sale but there was threat
and duress) and then Americans came and took whatever is owned by the enemy (i.e. Japanese) then the US custodian
eventually let its public corp, C, occupy it. And then, C passed it on to N, another public corp. Then S asks for rentals from N
saying it was the true owner. SC says, no obligation to pay. The turn of events is none of the sources of obligation.
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.
People‘s Car Inc (People‘s) contracted Commonado Security Agency (Commonado) under a Guard Service Contract. A guard
under contract, while on duty, took out a customer‘s 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 it‘s 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, People‘s 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.
People‘s 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
Whether the award of P1,000.00 was proper.
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 we’re 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 Commondo‘s guards, not when the
guards deliberately disregarded his duty to safeguard People‘s property by taking a customer‘s car out on a joyride.
1
'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, Peñamante.
1
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
FGU V. SARMIENTO, 386 SCRA 312 [2002]
Facts:
GP Sarminento Trucking (GPS) is engaged in the business of hauling products only for Concepcion Industries, since 1988.
On June 18, 1994, GPS was supposed to transport 30 Condura Refrigerators from Concepcion's plant site in Alabang to
Central Luzon Appliances (store) in Dagupan using one of GPS's Isuzu Trucks. Unfortunately, while it was in McArthur
highway in Tarlac, the Isuzu Truck collided with an unidentified truck, thus it fell into a deep canal and the Condura Refs were
damaged.
FGU is the Insurer of the cargoes and after the incident, it paid the value of the covered cargoes to Concepcion Industries.
FGU then, as a subrogee of the rights of Concepcion sought reimbursement from GPS. FGU filed a complaint for damages
and breach of contract of carriage against GPS and its driver Lambert Eroles with the RTC in Makati. GPS filed a motion to
dismiss. GPS said that 1) it was not a common carrier/FGU failed to prove that it was a common carrier , 2) the cause of the
damage was purely accidental.
RTC granted motion to dismiss, saying law on Contract of Carriage (1735 of civil code) is not applicable, but instead, it should
be the laws on oblicon and quasi-delicts that should apply
- under oblicon rules, negligence or fault shall not be presumed, unlike in the rules on contract of carriage.
- under rules on quasi-delicts, negligence/fault may only be presumed if some conditions are met. i.e. the person driving a
motor vehicle is presumed to be negligent if at the time of the mishap he was violating any traffic violation.
- since FGU failed to prove negligence = motion to dismiss was granted
FGU appealed to CA. CA rejected appeal (affirmed RTC.) FGU appealed to SC.
Issues/Ruling:
1. WHETHER RESPONDENT GPS MAY BE CONSIDERED AS A COMMON CARRIER AS DEFINED UNDER THE LAW
AND EXISTING JURISPRUDENCE.= NO
2. WHETHER RESPONDENT GPS, EITHER AS A COMMON CARRIER OR A PRIVATE CARRIER, MAY BE PRESUMED
TO HAVE BEEN NEGLIGENT WHEN THE GOODS IT UNDERTOOK TO TRANSPORT SAFELY WERE SUBSEQUENTLY
DAMAGED WHILE IN ITS PROTECTIVE CUSTODY AND POSSESSION. = Presumed negligent as a Private Carrier
3. WHETHER THE DOCTRINE OF RES IPSA LOQUITUR IS APPLICABLE IN THE INSTANT CASE. = Not really since GPS
was already presumed negligent based on the failure to comply with contractual obligation.
Motion to dismiss upheld as regards the driver, but reversed as regards GPS. GPS ordered to pay FGU!
Ratio:
Even if the court adjudged GPS to be a Private carrier, it may not escape liability!
In this case, basis of FGU vs. GPS should be Culpa Contractual since there was a contract between GPS and
Concepcion.
o
What is needed to justify, prima facie, a corresponding right of relief
1.
the mere proof of the existence of the contract and
2.
the failure of its compliance justify

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 he‘s 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 don‘t know if we‘ll discuss Res Ipsa Loquitur, but I‘ll 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 it‘s a contractual obligation or a tort or whatever
2
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 it‘s latin for ―"a thing done between others"
2014A
It‘s a rule of Evidence(procedural, not substantive. Can‘t 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 latter‘s 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 person‘s 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.
 it‘s 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 defendant’s 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 o‘clock 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 carrier‘s 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 LRTA’s 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, Peñamante.
2
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
of the services of an outsider or an independent firm to undertake the task. In either case, the common carrier is not relieved of
its responsibilities under the contract of carriage.
===EXTRA OBLICON DOCTRINE===
Should Prudent be made likewise liable?
If at all, that liability could only be for tort under the provisions of Article 2176 and related provisions, in conjunction with Article
2180, of the Civil Code. The premise, however, for the employer’s liability is negligence or fault on the part of the
employee. Once such fault is established, the employer can then be made liable on the basis of the presumption juris tantum
that the employer failed to exercise diligentissimi patris families in the selection and supervision of its employees. The liability
is primary and can only be negated by showing due diligence in the selection and supervision of the employee, a
factual matter that has not been shown. Absent such a showing, one might ask further, how then must the liability of the
common carrier, on the one hand, and an independent contractor, on the other hand, be described? It would be solidary. A
contractual obligation can be breached by tort and when the same act or omission causes the injury, one resulting in
culpa contractual and the other in culpa aquiliana, Article 2194 of the Civil Code can well apply. In fine, a liability for
tort may arise even under a contract, where tort is that which breaches the contract. Stated differently, when an act
which constitutes a breach of contract would have itself constituted the source of a quasi-delictual liability had no
contract existed between the parties, the contract can be said to have been breached by tort, thereby allowing the
rules on tort to apply.
L.G. FOODS V. AGRAVIADOR, 503 SCRA 170 [2006]
FACTS:
Charles Vallereja, a 7-year old son of the spouses Florentino Vallejera and Theresa Vallejera, was hit by a Ford Fiera van
owned by the petitioners and driven at the time by their employee, Vincent Norman Yeneza y Ferrer. Charles died as a result
of the accident. In time, an Information for Reckless Imprudence Resulting to Homicide was filed against the driver.
Unfortunately, before the trial could be concluded, the accused driver committed suicide, evidently bothered by conscience
and remorse. On account thereof, the MTCC dismissed the criminal case.
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.
COURT’S 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
CAMINOS V. PEOPLE, 587 SCRA 348 [2009]
FACTS:
On June 21, 1988, at about 7:45PM, two vehicles collided at the intersection of Ortigas Avenue and Columbia Street in
Mandaluyong. A Volkswagen Karmann Ghia driven by Arnold Litonjua (Arnold) was turning left at the intersection of Ortigas
and Columbia when the vehicle of petitioner Caminos (employed as a company driver by Fortune Tobacco Inc.), a Mutsibishi
Super Saloon suddenly rammed the former‘s vehicle.
Arnold immediately called the attention of Patrolman Santos, who was at the police outpost in front of the Philippine Overseas
Employment Administration (POEA) Building. He interrogated the parties and made a sketch of the resulting scenepetitioner‘s vehicle was able to keep its momentum and direction while Arnold‘s car was lodged at the outer lane of Ortigas
Avenue. Arnold recounted that the force of the crash caused his vehicle to turn 180° until it stopped. The sketch was signed by
both of the parties.
A Traffic Accident Incident Report (TAIR) revealed that Arnold‘s car, which had no ―right of way‖, was turning left while
petitioner‘s car was ―going straight‖ and was ―exceeding the lawful speed‖. It was also found that the vision of the drivers was
obstructed by the flower bed at the center island and that the road was wet.
Petitioner was charged with Reckless Imprudence resulting in Damage to Property. He entered a ―not guilty plea‖.
Arnold’s story
Arnold testifies that his vehicle was at full stop at the
intersection when the incident happened. He showed that his
car has not yet invaded that portion of the road beyond the
median line of the island and that the petitioner‘s vehicle
came swerving from the outer lane of the road to the left
towards Arnold‘s vehicle.
Petitioner’s story
Petitioner claims that it is Arnold‘s 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 Arnold‘s car who bumped
into his.
Arnold‘s father testified that estimation report show that
repair costs would amount to almost P140K.
The trial court ruled in favor of Arnold and convicted petitioner. It also ordered the petitioner to pay the amount necessary to
repair Arnold‘s vehicle. It found that the testimony of Arnold was more consistent with the physical evidence as well as the
sketch and TAIR. CA affirmed the decision of the trial court but modified the damages awarded to Arnold. The appellate court
said that Arnold was reckless as he neglected to look out before entering the lane. His contributory negligence warranted
mitigation of the civil penalty.
ISSUE:
Whether or not CA erred in affirming RTC decision finding petitioner guilty for reckless imprudence? NO
HELD:
Petition is DENIED.
RATIONALE:
Evidence showed that petitioner was speeding when the incident occurred. Speeding is indicative of imprudent behavior.
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
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 motorist‘s 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 Arnold‘s car, the award assessed and ordered by the trial court must stand.
Aside from the entry in the TAIR, which noted petitioner‘s speed to be beyond what is lawful, the physical evidence on record
likewise seems to negate petitioner‘s contention. The photographs taken of Arnold‘s car clearly show that the extent of the
damage. The fact that the hood of Arnold‘s 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 Avenue—when in fact
Arnold had already established his turn to the left on the inner lane and into the opposite lane—clearly demonstrate that the
force of the collision had been created by a speed way beyond what petitioner‘s estimation.
CANGCO V. MRR, 38:768
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 accused‘s 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 accused‘s 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 petitioner‘s 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
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:

Petitioner‘s 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.

Respondent‘s 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 Petitioner‘s complaint and sustained the private respondent‘s 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 Viron‘s 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 Viron‘s 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 respondent‘s 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 employer‘s 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 one‘s 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.
CEREZO V. TUASON, 426 SCRA 167 [2004]
FACTS:
On 26 June 1993, a Country Bus Lines passenger bus collided with a tricycle in Mabalacat, Pampanga. On 1 October 1993,
tricycle driver Tuazon filed a complaint for damages against Mrs. Cerezo, as owner of the bus line, her husband Attorney Juan
Cerezo (―Atty. Cerezo‖), and bus driver Danilo A. Foronda (―Foronda‖).
On 30 May 1995, the trial court ruled in Tuazon‘s favor. The trial court made no pronouncement on Foronda’s liability
because there was no service of summons on him. The trial court held Mrs. Cerezo solely liable for the damages sustained by
Tuazon arising from the negligence of Mrs. Cerezo‘s employee, pursuant to Article 2180 of the Civil Code.
The Cerezo spouses filed before the CA a petition for certiorari under Section 1 of Rule 65. The petition questioned whether
the trial court acquired jurisdiction over the case considering there was no service of summons on Foronda, whom the Cerezo
spouses claimed was an indispensable party. Court of Appeals denied the petition for certiorari.
The Cerezo spouses filed before the Court of Appeals on 6 July 1999 a petition for annulment of judgment under Rule 47 with
prayer for restraining order. Atty. Valera and Atty. Dionisio S. Daga represented Mrs. Cerezo in the petition. The petition
prayed for the annulment of the 30 May 1995 decision of the trial court and for the issuance of a writ of preliminary injunction
enjoining execution of the trial court‘s decision pending resolution of the petition. The Court of Appeals denied the petition for
annulment of judgment.
The lower court admits the fact that no summons was served on defendant Foronda. Thus, jurisdiction over the person of
defendant Foronda was not acquired, for which reason he was not held liable in this case. However, it has been proven that
jurisdiction over the other defendants was validly acquired by the court a quo.
ISSUE:
W/N Danilo A. Foronda whose negligence is the main issue is an indispensable party whose presence is compulsory but
[whom] the lower court did not summon (NO, Foronda is not an indispensable party). Consequently the court did not acquire
jurisdiction over the present case. (NO, court acquired jurisdiction).
HELD:
Mrs. Cerezo contends that the basis of the present petition for annulment is lack of jurisdiction. Mrs. Cerezo asserts that the
trial court could not validly render judgment since it failed to acquire jurisdiction over Foronda. Mrs. Cerezo points out that
there was no service of summons on Foronda. Moreover, Tuazon failed to reserve his right to institute a separate civil action
for damages in the criminal action. Such contention betrays a faulty foundation. Mrs. Cerezo‘s contention proceeds from the
point of view of criminal law and not of civil law, while the basis of the present action of Tuazon is quasi-delict under the Civil
Code, not delict under the Revised Penal Code.
The same negligent act may produce civil liability arising from a delict under Article 103 of the Revised Penal Code,
or may give rise to an action for a quasi-delict under Article 2180 of the Civil Code. An aggrieved party may choose
between the two remedies. An action based on a quasi-delict may proceed independently from the criminal action.
There is, however, a distinction between civil liability arising from a delict and civil liability arising from a quasi-delict.
3
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
The choice of remedy, whether to sue for a delict or a quasi-delict, affects the procedural and jurisdictional issues of
the action.
Tuazon chose to file an action for damages based on a quasi-delict. In his complaint, Tuazon alleged that Mrs. Cerezo,
―without exercising due care and diligence in the supervision and management of her employees and buses,‖ hired Foronda as
her driver. Tuazon became disabled because of Foronda‘s ―recklessness, gross negligence and imprudence,‖ aggravated by
Mrs. Cerezo‘s ―lack of due care and diligence in the selection and supervision of her employees, particularly Foronda.‖
The trial court thus found Mrs. Cerezo liable under Article 2180 of the Civil Code. Article 2180 states in part:
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.
Contrary to Mrs. Cerezo‘s assertion, Foronda is not an indispensable party to the case. An indispensable party is one whose
interest is affected by the court‘s action in the litigation, and without whom no final resolution of the case is possible. However,
Mrs. Cerezo‘s liability as an employer in an action for a quasi-delict is not only solidary, it is also primary and direct. Foronda
is not an indispensable party to the final resolution of Tuazon‘s action for damages against Mrs. Cerezo.
The responsibility of two or more persons who are liable for a quasi-delict is solidary. Where there is a solidary obligation on
the part of debtors, as in this case, each debtor is liable for the entire obligation. Hence, each debtor is liable to pay for the
entire obligation in full. Where the obligation of the parties is solidary, either of the parties is indispensable, and the other is not
even a necessary party because complete relief is available from either. Therefore, jurisdiction over Foronda is not even
necessary as Tuazon may collect damages from Mrs. Cerezo alone.
Moreover, an employer‘s liability based on a quasi-delict is primary and direct, while the employer‘s liability based on a delict is
merely subsidiary. The words ―primary and direct,‖ as contrasted with ―subsidiary,‖ refer to the remedy provided by law for
enforcing the obligation rather than to the character and limits of the obligation. Although liability under Article 2180 ori ginates
from the negligent act of the employee, the aggrieved party may sue the employer directly. When an employee causes
damage, the law presumes that the employer has himself committed an act of negligence in not preventing or avoiding the
damage. This is the fault that the law condemns. While the employer is civilly liable in a subsidiary capacity for the
employee‘s criminal negligence, the employer is also civilly liable directly and separately for his own civil negligence in failing
to exercise due diligence in selecting and supervising his employee. The idea that the employer‘s liability is solely subsidiary
is wrong.
The action can be brought directly against the person responsible (for another), without including the author of the act. The
action against the principal is accessory in the sense that it implies the existence of a prejudicial act committed by the
employee, but it is not subsidiary in the sense that it cannot be instituted till after the judgment against the author of the act or
at least, that it is subsidiary to the principal action; the action for responsibility (of the employer) is in itself a principal action.
Thus, there is no need in this case for the trial court to acquire jurisdiction over Foronda. The trial court‘s acquisition of
jurisdiction over Mrs. Cerezo is sufficient to dispose of the present case on the merits.
*ADDITIONAL: In contrast, an action based on a delict seeks to enforce the subsidiary liability of the employer for the criminal
negligence of the employee as provided in Article 103 of the Revised Penal Code. To hold the employer liable in a subsidiary
capacity under a delict, the aggrieved party must initiate a criminal action where the employee‘s delict and corresponding
primary liability are established. If the present action proceeds from a delict, then the trial court‘s jurisdiction over Foronda is
necessary. However, the present action is clearly for the quasi-delict of Mrs. Cerezo and not for the delict of Foronda.
We hold that the trial court had jurisdiction and was competent to decide the case in favor of Tuazon and against Mrs. Cerezo
even in the absence of Foronda. Contrary to Mrs. Cerezo‘s contention, Foronda is not an indispensable party to the present
case. It is not even necessary for Tuazon to reserve the filing of a separate civil action because he opted to file a civil action
for damages against Mrs. Cerezo who is primarily and directly liable for her own civil negligence.
L.G. FOODS V. AGRAVIADOR, 503 SCRA 170 [2006]
FACTS:
Charles Vallereja, a 7-year old son of the spouses Florentino Vallejera and Theresa Vallejera, was hit by a Ford Fiera van
owned by the petitioners and driven at the time by their employee, Vincent Norman Yeneza y Ferrer. Charles died as a result
of the accident. In time, an Information for Reckless Imprudence Resulting to Homicide was filed against the driver.
Unfortunately, before the trial could be concluded, the accused driver committed suicide, evidently bothered by conscience
and remorse. On account thereof, the MTCC dismissed the criminal case.
The mafter, 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.
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.
COURT’S 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. McGee‘s 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, Peñamante.
6
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
the recommended amount was sent to Del Monte Produce; the latter then issued a subrogation receipt
McGee.
[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 Court‘s 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 vessel‘s 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 vessel‘s 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 foreman‘s 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.
RAMOS V. CA, 321 SCRA 584 [1999]
FACTS:

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
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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, Peñamante.
7
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
1.
The accident is of a kind which ordinarily does not occur in the absence of someone's 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.

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
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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.
DR. HOSAKA’S NEGLIGENCE AS THE HEAD OF THE SURGICAL TEAM

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.
HOSPITAL’S 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.
NOGALES V. CAPITOL MEDICAL CENTER, 511 SCRA 204 [2006]
Facts:
Corazon Nogales, the wife of petitioner Rogelio Nogales, was then pregnant with her 4th child on December 1975. She was
under the exclusive prenatal care of Dr. Estrada. While on her last trimester of pregnancy, Dr. Estrada noted that she had
complications in pregnancy. Around the midnight of May 1976, Corazon experienced mild labor pains so the Nogales spouses
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, Peñamante.
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visited Dr. Estrada in his home. After examination, the latter suggested that she be admitted to Capitol Medical Center.
Corazon was admitted at 2:30am.
Upon admission, Rogelio executed and signed the ―Consent on Admission Agreement‖ and ―Admission Agreement‖. Corazon
was then brought to the labor room. Corazon was then subjected to different medical procedures administered by herein
respondents as she went through labor.
When Corazon‘s condition became worse and she was bleeding profusely, Rogelio was made to sign a "Consent to
Operation.‖
On May 1980, the petitioners filed a complaint for damages against herein defendants for the death of Corazon charging them
with negligence in the selection and supervision of defendant physicians and hospital staff. For failing to file their answers even
after summons, Dr. Estrada, Dr. Enriquez and Nurse Dumlao was declared to be in default. CMC, Dr. Villaflor, Dr. Uy, Dr.
Espinola, and Dr. Lacson filed their respective answers denying and opposing the allegations in the complaint. Subsequently,
trial ensued.
After 11 years of trial, the trial court ruled that only Dr. Estrada was liable for damages holding the other doctors and nurse to
be acting under the command of Dr. Estrada or that the allegations against them were mere conjectures. As for CMC, the
plaintiffs had agreed that CMC had no hand or participation in the hiring of Dr. Estrada.
Petitioners appealed saying that the others should have been held liable as well but the CA affirmed the decision of the TC.
Hence, this petition. Take note that the petitioners filed a Manifestation stressing that the subject matter of the petition is the
liability of CMC.
Issue:
W/N CMC is vicariously liable for the negligence of Dr. Estrada. YES
Held:
WHEREFORE, the Court PARTLY GRANTS the petition. The Court finds respondent Capitol Medical Center vicariously liable
for the negligence of Dr. Oscar Estrada. The amounts of P105,000 as actual damages and P700,000 as moral damages
should each earn legal interest at the rate of six percent (6%) per annum computed from the date of the judgment of the trial
court. The Court affirms the rest of the Decision dated 6 February 1998 and Resolution dated 21 March 2000 of the Court of
Appeals in CA-G.R. CV No. 45641.
Ratio:
Since Dr. Estrada did not appeal the decision of the Court of Appeals which affirmed the ruling of the trial court finding Dr.
Estrada solely liable for damages, the issue as to his negligence is already final.
Petitioners maintain that CMC is vicariously liable for Dr. Estrada's negligence based on Article 2180 in relation to Article 2176
of the Civil Code.4
That in allowing Dr. Estrada to practice and admit patients at CMC, it should be liable for Dr. Estrada's malpractice. Rogelio
claims that he knew Dr. Estrada as an accredited physician of CMC, though he discovered later that Dr. Estrada was not a
salaried employee of the CMC. Rogelio further claims that he was dealing with CMC, whose primary concern was the
treatment and management of his wife's condition. Dr. Estrada just happened to be the specific person he talked to
representing CMC. Moreover, the fact that CMC made Rogelio sign a Consent on Admission and Admission Agreement and a
Consent to Operation printed on the letterhead of CMC indicates that CMC considered Dr. Estrada as a member of its medical
staff.
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.
PROFESSIONAL SERVICES V. AGANA, 513 SCRA 478 [2007]
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 Natividad‘s 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, Peñamante.
9
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
managed to extract by hand a piece of gauze measuring 1.5 inches in width. He then assured her that the pains would soon
vanish.
Dr. Ampil‘s assurance did not come true. Instead, the pains intensified, prompting Natividad to seek treatment at the
Polymedic General Hospital. While confined there, Dr. Ramon Gutierrez detected the presence of another foreign object in her
vagina -- a foul-smelling gauze measuring 1.5 inches in width which badly infected her vaginal vault. A recto-vaginal fistula had
formed in her reproductive organs which forced stool to excrete through the vagina. Another surgical operation was needed to
remedy the damage. Thus, in October 1984, Natividad underwent another surgery.
On November 12, 1984, Natividad and her husband filed with the RTC, Branch 96, Quezon City a complaint for damages
against the Professional Services, Inc. (PSI), owner of the Medical City Hospital, Dr. Ampil, and Dr. Fuentes. They alleged that
the latter are liable for negligence for leaving two pieces of gauze inside Natividad‘s body and malpractice for concealing their
acts of negligence.
Meanwhile, Enrique Agana also filed with the Professional Regulation Commission (PRC) an administrative complaint for
gross negligence and malpractice against Dr. Ampil and Dr. Fuentes. The PRC Board of Medicine heard the case only with
respect to Dr. Fuentes because it failed to acquire jurisdiction over Dr. Ampil who was then in the United States.
On February 16, 1986, pending the outcome of the above cases, Natividad died and was duly substituted by her above-named
children (the Aganas).
On March 17, 1993, the RTC rendered its Decision in favor of the Aganas, finding PSI, Dr. Ampil and Dr. Fuentes liable for
negligence and malpractice.
Aggrieved, PSI, Dr. Fuentes and Dr. Ampil interposed an appeal to the Court of Appeals.
Meanwhile, on January 23, 1995, the PRC Board of Medicine rendered its Decision in the administrative case dismissing the
case against Dr. Fuentes. The Board held that the prosecution failed to show that Dr. Fuentes was the one who left the two
pieces of gauze inside Natividad‘s body; and that he concealed such fact from Natividad.
On September 6, 1996, the Court of Appeals rendered its Decision, ruling that the case against Dr. Juan Fuentes be dismissed
and with the pronouncement that Dr. Ampil be liable to reimburse Professional Services, Inc., whatever amount the latter will
pay or had paid to the Spouses Agana.
Only Dr. Ampil filed a motion for reconsideration, but it was denied in a Resolution. Hence, the instant petition.
PSI alleged in its petition that the Court of Appeals erred in holding that: (1) it is estopped from raising the defense that Dr.
Ampil is not its employee; (2) it is solidarily liable with Dr. Ampil; and (3) it is not entitled to its counterclaim against the Aganas.
PSI contends that Dr. Ampil is not its employee, but a mere consultant or independent contractor. As such, he alone should
answer for his negligence.
2014A
But the Ramos pronouncement is not our only basis in sustaining PSI‘s 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 hospital‘s 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 hospital‘s
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 Hospital‘s 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.
Held/Rationale (on issue #3 which is the relevant issue)
In this jurisdiction, the statute governing liability for negligent acts is Article 2176 of the Civil Code, which reads: 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 quasi-delict and is
governed by the provisions of this Chapter.
A derivative of this provision is Article 2180, the rule governing vicarious liability under the doctrine of respondeat superior,
thus: 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…The owners and managers of an establishment or enterprise are likewise
responsible for damages caused by their employees in the service of the branches in which the latter are employed or on the
occasion of their functions. 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… 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.‖
A prominent civilist [Tolentino] commented that professionals engaged by an employer, such as physicians, dentists, and
pharmacists, are not "employees" under this article because the manner in which they perform their work is not within the
control of the latter (employer). In the context of the present case, "a hospital cannot be held liable for the fault or negligence of
a physician or surgeon in the treatment or operation of patients."
The nature of the relationship between the hospital and the physicians is rendered inconsequential in view of our categorical
pronouncement in Ramos v. Court of Appeals that for purposes of apportioning responsibility in medical negligence cases, an
employer-employee relationship in effect exists between hospitals and their attending and visiting physicians.
Ramos v. CA held: ―In the first place, hospitals exercise significant control in the hiring and firing of consultants and in the
conduct of their work within the hospital premises. We rule that 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. "
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
Nora‘s blood pressure. Her blood pressure was frequently monitored with the use of a sphygmomanometer.
o While petitioner was massaging Nora‘s 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 ½ by 3 ½ 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 Nora‘s 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, Nora‘s 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 Nora‘s 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, Nora‘s 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 attorney‘s 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
WON petitioner is liable for the injury suffered by respondent Nora Go.  YES! They are liable! The SC affirmed the award
given by the CA.
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 someone‘s 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 Nora‘s 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 surgeon‘s control. In this particular case, it can be logically inferred that petitioner, the senior consultant in charge
during the delivery of Nora‘s baby, exercised control over the assistants assigned to both the use of the droplight and the
taking of Nora‘s blood pressure. Hence, the use of the droplight and the blood pressure cuff is also within petitioner‘s exclusive
control.
Third, the gaping wound on Nora‘s 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
Petitioner‘s defense that Nora‘s 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 Nora‘s wound was caused by the blood pressure cuff,
then the taking of Nora‘s 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
petitioner‘s negligence.
We note, however, that petitioner has served well as Nora‘s 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 Nora‘s wound before
infection and other complications set in is also indicative of petitioner‘s good intentions. Also, the fact that Nora was suffering
from a critical condition when the injury happened, such that saving her life became petitioner‘s 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 Vivian‘s husband and Vivian‘s
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 Vivian‘s 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, Peñamante.
11
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE

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).

In this case, the computation for loss of earning capacity is as follows:




Net
Earning
Capacity
=
Life
Expectancy
[2/3 (80-age at the time
of death)]
x
Gross Annual Income
(GAI)
Reasonable
Necessary
(80% of GAI)
and
Expenses
X
=
[2/3 (80-65)]
x
P1,000,000.00
-
P800,000.00
X
=
2/3 (15)
x
P200,000.00
-
P100,000.00(Living
Expenses)
X
=
30/3
x
P100,000.00
X
=
10
x
P100,000.00
X
=
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.
LI V. SPS SOLIMAN, 651 SCRA 18 [2012]
DOCTRINE:
The type of lawsuit which has been called medical malpractice or, more appropriately, medical negligence, is that type of
claim which a victim has available to him or her to redress a wrong committed by a medical professional which has caused
bodily harm. In order to successfully pursue such a claim, a patient must prove that a health care provider, in most cases a
physician, either failed to do something which a reasonably prudent health care provider would have done, or that he or she
did something that a reasonably prudent provider would not have done; and that that failure or action caused injury to the
patient.
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.
Doctrine of Informed Consent: From a purely ethical norm, informed consent evolved into a general principle of law that a
physician has a duty to disclose what a reasonably prudent physician in the medical community in the exercise of reasonable
care would disclose to his patient as to whatever grave risks of injury might be incurred from a proposed course of treatment,
so that a patient, exercising ordinary care for his own welfare, and faced with a choice of undergoing the proposed treatment,
or alternative treatment, or none at all, may intelligently exercise his judgment by reasonably balancing the probable risks
against the probable benefits.
Proficiency in diagnosis and therapy is not the full measure of a physician’s responsibility. It is also his duty to warn of the
dangers lurking in the proposed treatment and to impart information which the patient has every right to expect. Indeed, the
patient’s reliance upon the physician is a trust of the kind which traditionally has exacted obligations beyond those associated
with armslength transactions The physician is not expected to give the patient a short medical education, the disclosure rule
only generally informing the patient in nontechnical terms as to what is at stake; the therapy alternatives open to him, the goals
expectably to be achieved, and the risks that may ensue from particular treatment or no treatment – information a reasonable
person needs to accept or reject a recommended medical procedure.
In a malpractice action based upon the doctrine of informed consent, four essential elements must be proven:
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
4)
Plaintiff was injured by the proposed treatment
QUICK FACTS:
Spouses Soliman‘s daughter underwent knee amputation, which necessitated adjuvant chemotherapy to minimize the chances
of recurrence and prevent the disease from spreading to other parts of the body. 11 days after the administration of the first
cycle of the chemotherapy regimen, spouses Soliman‘s daughter died. Medical malpractice is proved base on lack/impaired
informed consent, and reasonable expert testimony subject a breach of duty causing gross injury to its patient.
FACTS:
Name of petitioner- Dr. Rubi Li
Name of respondent- Spouses Reynaldo and Lina Soliman
o
o
o
o
o
o
o
o
Spouses Soliman‘s 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, Angelica‘s 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. Luke‘s 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 daughter‘s 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. Li‘s assistants in handling
Angelica‘s case), Dr. Arriete, and SLMC.

They were charged with negligence and disregard of Angelica‘s 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 Angelica‘s 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, Peñamante.
12
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
o
o
o
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
patient‘s 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 victim‘s
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 physician‘s 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 patient‘s 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
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 patient‘s 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 patient‘s 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 Angelica‘s 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 patient‘s 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 patient‘s 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 Angelica‘s 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 material—infection, 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 ponencia‘s 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.
CERENO V. CA, 682 SCRA 18 [2012]
FACTS:
Raymond was a victim of a stabbing incident and was subsequently rushed to the emergency room of Bicol Regional Medical
Center (BRMC), he was attended to by Nurse Balares and Dr. Realuyo. After giving initial medical treatment to Raymond, Dr.
Realuyo recommended that the undergo ―emergency exploratory laparotomy,‖ to which he asked Raymond‘s parents to
procure 500 cc of type ―O‖ blood required for the operation. Raymond was wheeled into an operating room. Because there
were no other available anesthesiologists available to assist in the operation, the doctors (Drs. Zafe and Cereno) decided to
defer the operation. They likewise conducted an examination on Raymond and found that the latter‘s blood pressure was
normal and ―nothing in him was significant.‖
During the operation and after they opened Raymond‘s thoracic cavity and, they found a puncture at the inferior pole of the l eft
lung, evacuated about 3,200 cc of blood. In his testimony, Dr. Cereno stated that considering the loss of blood suffered by
Raymond, he did not immediately transfuse blood because he had to control the bleeders first. While the operation was ongoing, Raymond suffered a cardiac arrest and was later on pronounced dead.
Claiming that there was negligence on the part of those who attended to their son, the parents of Raymond filed a complaint
for damages against Balares, Realuyo, Zafe and Cereno. The trial court dismissed the case against Balares and Realuyo for
lack of merit, but ordered Zafe and Cereno to pay damages. The trial court found petitioners negligent in not immediately
conducting surgery on Raymond. The trial court held that had the surgery been performed promptly, Raymond would not have
lost so much blood and would have survived.
ISSUE:
Whether petitioners were grossly negligent in the performance of their duties.
HELD:
No. The type of lawsuit which has been called medical malpractice or, more appropriately, medical negligence, is that type of
claim which a victim has available to him or her to redress a wrong committed by a medical professional which has caused
bodily harm. In order to successfully pursue such claim, a patient must prove that a health care provider, in most cases a
physician, either failed to do something which a reasonably prudent provider would not have done; and that the failure or
action caused injury to the patient. The complainant must prove:
1)
That the health care provider, either by his act or omission, had been negligent, and
2)
That such act or omission proximately caused the injury complained of.
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, Peñamante.
13
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
There is nothing in the testimonies, or any evidence on the record for that matter, which shows that the petitioners were aware
of a protocol (i.e., keeping a standby anesthesiologist available on call), and that there is no evidence that proves that such
protocol is being practiced by the hospital‘s surgeons at all. But even if it assumed that the petitioners were aware of such
protocol, their failure to request for assistance of a standby anesthesiologist was reasonable when taken in the proper context.
In this case considering that Dr. Tatad (the anesthesiologist that was unable to assist) was busy in another operation, the
Court ruled that it is reasonable that petitioners decided to wait for her to finish the prior surgery and not call the standby
anesthesiologist anymore. There is no evidence to show that a prudent surgeon faced with similar circumstances would decide
otherwise.
Further, Dr. Cereno aptly explained that the delay in the transfusion of blood before and during the operation was because
they did not then see the need to administer such transfusion. During the operation, however, Dr. Cereno discovered the 3,200
cc of blood stocked in Raymond‘s thoracic cavity due to the puncture on his lung. Even then, immediate blood transfusion was
not feasible because Dr. Cereno had to control the bleeders.
In medical negligence cases, it is settled that the complainant has the burden of establishing breach of duty on the part of the
doctors or surgeons. It must be proven that such breach of duty has a causal connection to the resulting death of the patient. A
verdict in malpractice action cannot be based on speculation or conjecture. Causation must be proven within a reasonable
medical probability based on competent expert testimony. (In the case of Cruz v. Court of Appeals, it was held that ―[d]octors
are protected by a special law. They are not guarantors of care. They do not even warrant a good result. They are not insurers
against mishaps or unusual consequences. Furthermore, they are not liable for honest mistake of judgment…‖
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)
AGCAOILI V. GSIS, 165 SCRA 1
DOCTRINE
Since GSIS did not fulfill that obligation, and was not willing to put the house in habitable state, it cannot invoke Agcaoili’s
suspension of payment of amortizations as cause to cancel the contract between them. It is axiomatic that (i)n 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.
FACTS
Gsis sued Marcelo Agcaoili for the purchase of the house and lot in the GSIS Housing Project at Nangka, Marikina, Rizal, but
said application was subject to the condition that the latter should forthwith occupy the house. Agcaoili lost no time in
occupying the house but he could not stay in it and had to leave the very next day because the house was nothing more than a
shell, in such a state that civilized occupation was not possible: ceiling, stairs, double walling, lighting facilities, water
connection, bathroom, toilet kitchen, drainage, were inexistent. Agcaoili did however asked a homeless friend, a certain
Villanueva, to stay in the premises as some sort of watchman, pending the completion of the construction of the house. He
thereafter complained to the GSIS but to no avail.
Subsequently, the GSIS asked Agcaoili to pay the monthly amortizations of P35.56 and other fees. He paid the first monthly
amortizations and incidental fees, but refused to make further payments until and unless the GSIS completed the housing unit.
Thereafter, GSIS cancelled the award and required Agcaoili to vacate the premise. The house and lot was consequently
awarded to another applicant. Agcaoili reacted by instituting suit in the Court of First Instance of Manila for specific
performance and damages. The judgment was rendered in favor of Agcaoili. GSIS then appealed from that judgment.
ISSUE:
Was the cancellation by GSIS of the award in favor of petitioner Agcaoili just and proper?
RULING:
NO. It was 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. There would be no sense to require the awardee to immediately occupy and live in a shell of a house,
structure consisting only of four walls with openings, and a roof. GSIS had an obligation to deliver to Agcaoili a reasonably
habitable dwelling in return for his undertaking to pay the stipulated price.
Since GSIS did not fulfill that obligation, and was not willing to put the house in habitable state, it cannot invoke Agcaoili‘s
suspension of payment of amortizations as cause to cancel the contract between them. It is axiomatic that ―In reciprocal
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 petitioner‘s 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 petitioner‘s warehouse in
North Harbor, Manila. Petitioner‘s warehouseman accepted the items. The sales invoices both contain the notation ―subject to
verification‖ under which the signature of Eric Go, petitioner‘s 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
1991. Instead of paying, petitioners sent a letter to respondent on March 12, 1991 offering to pay only P150,000 for the
cylinder liners since they claimed that the cylinder liners were delivered late and due to the scrapping of the M/V Dadiangas
Express, petitioner would have to sell the cylinder liners in Singapore and pay the balance from the proceeds of said sale.
Respondent then sent another demand letter on March 27, 1991. After that letter, respondent filed a case with the Makati RTC
for sum of money and damages.
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 Noah‘s Arc Merchandising (Noah‘s 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 Noah‘s 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.
Court’s 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.
ASJ CORP. V. SPOUSES EVANGELISTA, 545 SCRA 300 [2008]
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, Peñamante.
15
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
These delays were tolerated by San Juan, who just carried over the balance.
On February 3, 1993, respondent Efren went to the hatchery to pick up the chicks and by-products, but San Juan refused to
release them for failure to settle accrued service fees on several previous setting reports. Nevertheless, San Juan accepted
10,245 more eggs and P15k in cash as partial payment.
On February 10, 1993, Efren returned to the hatchery to pick up the chicks and by-products, but San Juan again refused.
Respondent Maura, with her son Anselmo, that afternoon tendered P15k, and tried to claim the chicks and by-products. She
explained that her inability to pay was because she was hospitalized. San Juan accepted the amount, but insisted on the full
settlement of accounts before releasing the chicks and by-products.
Believing firmly that the total value of the eggs delivered was more than sufficient to cover the outstanding balance, Maura
promised to settle their accounts only upon proper accounting by San Juan. San Juan disliked the idea and threatened to
impound their vehicle and detain them at the hatchery compound if they should come back unprepared to fully settle their
accounts with him.
2014A
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 PSE‘s 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 latter‘s assets.
As of August 11, 1998, Finvest‘s 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 Finvest‘s request, with the warning that,
should Finvest fail to meet the deadline, PSE might exercise its right to sell Finvest‘s 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 Finvest‘s 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 RTC‘s 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 Juan‘s 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:

Respondent‘s 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 Finvest‘s 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 Finvest‘s 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 PSE‘s plan to sell Finvest‘s 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 Finvest‘s 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
Finvest‘s petition. The CA opined that paragraph 5(a) of the Pledge Agreement, giving PSE the right to sell Finvest‘s 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 Finvest‘s 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
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Issue:
Should the Court enjoin PSE from enforcing its and excercising its right under the pledge agreement? In the present petition,
PSE insists that Finvest’s liability for fines, penalties and charges has been established, determined and substantiated, hence,
liquidated.
HELD:
YES, the COURT MUST ENJOIN! PSE‘s petition is without merit.
Article 1159 of the Civil Code provides that contracts have the force of law between the contracting parties and should be
complied with in good faith. Being the primary law between the parties, the contract governs the adjudication of their rights
and obligations. A court has no alternative but to enforce the contractual stipulations in the manner they have been agreed
upon and written.
The Pledge Agreement between PSE and Finvest was entered into pursuant to PSE‘s by-laws which requires a member to
pledge its membership seat to secure the payment of all debts or obligations due PSE and its other members arising out of, or
in connection with, the present or future contracts of such member with PSE and its members. In case of default in the
payment of obligations, the Pledge Agreement explicitly grants PSE the right to sell Finvest‘s pledged seat.
Article 2112 of the Civil Code also gives the pledgee the same right to sell the thing pledged in case the pledgor‘s obligation is
not satisfied in due time.
Under the law on contracts, mora solvendi or debtor‘s default is defined as a delay in the fulfillment of an obligation, by reason
of a cause imputable to the debtor. There are three requisites necessary for a finding of default. First, the obligation is
demandable and liquidated; second, the debtor delays performance; and third, the creditor judicially or extrajudicially requi res
the debtor‘s performance.
***
The findings of fact of both the trial court and the CA plainly show that the parties were negotiating to determine the exact
amount of Finvest‘s obligations to PSE, during which period PSE repeatedly moved the deadlines it imposed for Finvest to pay
the fines, penalties and charges, apparently to allow for more time to thresh out the details of the computation of said
penalties. In the middle of those talks, PSE unceremoniously took steps to sell the pledged seat at public auction, without
allowing the negotiations to come to a conclusion. This sudden decision of PSE deprived Finvest a sporting chance to settle its
accountabilities before forfeiting its seat in the stock exchange. Without that seat, Finvest will lose its standing to trade and do
business in the stock exchange.
A debt is liquidated when the amount is known or is determinable by inspection of the terms and conditions of relevant
documents. Under the attendant circumstances, it cannot be said that Finvest‘s debt is liquidated. At the time PSE left the
negotiating table, the exact amount of Finvest‘s fines, penalties and charges was still in dispute and as yet undetermined.
Consequently, Finvest cannot be deemed to have incurred in delay in the payment of its obligations to PSE. It cannot be made
to pay an obligation the amount of which was not fully explained to it. The public sale of the pledged seat would, thus, be
premature.
2014A
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.
CRUZ V. GRUSPE, 693 SCRA 415 [2013]
Facts:
Cruz operated a mini bus where his driver Davin caused a collision against a Toyota Corolla car owned by Gruspe. The
following day, Cruz and a certain Leonardo Ibias went to Gruspe‘s office and apoligized for the incident, and executed a Joint
Affidavit of Undertaking promising jointly and severally to replace the damaged car in 20 days with the same model or of
the same quality; or alternatively, they would pay the cost of Gruspe‘s car amounting to Php 350k, with interest of 12% per
month for any delayed payment beyond the agreed date (November).
Both of them failed to pay.
J PLUS ASIAN UTILITY, GR 199650, 26 JUNE 2013
DOCTRINE
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 nonfulfillment of an obligation with respect to time. Article 1169 of the Civil Code provides: 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. x x x x 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.
The contractor’s default in this case pertains to his failure to substantially perform the work on account of tremendous delays in
executing the scheduled work activities. Where a party to a building construction contract fails to comply with the duty imposed
by the terms of the contract, a breach results for which an action may be maintained to recover the damages sustained
thereby, and of course, a breach occurs where the contractor inexcusably fails to perform substantially in accordance with the
terms of the contract.
FACTS:
Petitioner, under the name and style of Seven Shades of Blue Trading and Services, entered into a Construction Agreement
for a 72-storey condominium/hotel in Boracay for P42,000,000 and to be completed within a year from day after the signing of
the agreement. A 20% downpayment (P8,400,000) was made, and the balance will be paid based on the actual work finished
every month. Petitioner paid up to the 7th month‘s billings. An evaluation and status report showed that after seven months,
the project remains to be one-third complete, and that there was an overpayment made by Petitioner. After demands and
arbitration, petitioner filed a claim for the unrecouped downpayment (or over payment) and damages.
In its answer, Respondent argued that the performance bond merely guaranteed the 20% down payment and not the entire
obligation under the Construction Agreement. Since the value of the project‘s accomplishment already exceeded the said
amount, respondent‘s obligation under the performance bond had been fully extinguished. As to the claim for alleged
overpayment, respondent contended that it should not be credited against the 20% down payment which was already
exhausted and such application by petitioner is tantamount to reviving an obligation that had been legally extinguished by
payment.
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 Leonardo‘s 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, Peñamante.
17
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
In the construction or interpretation of an instrument, the intention of the parties is primordial and is to be pursued. If the terms
of the document are clear and leave no doubt on the intention of the contracting parties, the literal meaning of its stipulations
shall control. If the words appear to be contrary to the parties‘ evident intention, the latter shall prevail over the former. A
simple reading of the terms of the Joint Affidavit of Undertaking readily discloses that it contains stipulations characteristic of a
contract.
The Court also held that the date of demand is material in computing for the amount due. ―In order that the debtor may be in
default[,] it is necessary that the following requisites 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.‖13
Default generally begins from the moment the creditor demands the performance of the obligation. In this case, demand could
be considered to have been made upon the filing of the complaint on November 19, 1999, and it is only from this date that the
interest should be computed.
Article 1170
Article 1170. 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. (1101)
ARRIETA V. NARIC, 10 SCRA 79
Facts:
On May 19, 1952, Arrieta participated in the public bidding called by the NARIC for the supply of 20,000 metric tons of
Burmese rice. As her bid was the lowest, she was awarded the contract for the same. Accordingly, Arrieta and NARIC entered
into a Contract of Sale of Rice, under the terms of which the former obligated herself to deliver to the latter 20,000 metric tons
of Burmess Rice at $203.00 per metric ton, CIF Manila. In turn, the defendant corporation committed itself to pay for the
imported rice "by means of an irrevocable, confirmed and assignable letter of credit in U.S. currency in favor of the plaintiffappellee and/or supplier in Burma, immediately." Despite the commitment to pay immediately however, it was only on July 30,
1952, or a full month from the execution of the contract, that the defendant corporation, thru its general manager, took the first
to open a letter of credit by forwarding to the Philippine National Bank its Application for Commercial Letter Credit.
On the same day, Mrs. Paz P. Arrieta thru counsel, advised the appellant corporation of the extreme necessity for the
immediate opening of the letter credit since she had by then made a tender to her supplier in Rangoon, Burma and in
compliance with the regulations in Rangoon this 5% will be confiscated if the required letter of credit is not received by them
before August 4, 1952.
2014A
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 Arrieta‘s 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 Consolacion‘s death to the rest of the respondents (her father and her siblings)
in Indiana, USA, through petitioner‘s Dagupan office, which accepted it after payment of fees or charges by Sofia. However,
only Sofia was present during Consolacion‘s 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
attorney‘s 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
intermittently fell. Due to the heavy downpour, the water in the reservoir of the Angat Dam was rising perilously at the rate of
sixty (60) centimeters per hour. To prevent an overflow of water from the dam, since the water level had reached the danger
height of 212 meters above sea level, the defendant corporation caused the opening of the spillway gates.
Due to the opening of the spillway, an extraordinary large volume of water rushed out of the gates and caused the materials of
Engineering Construction to be lost.
Issue:
WON the destruction and loss of the ECI's equipment and facilities were due to force majeure – NO
WON NPC is liable for damages – YES
Ratio:
NPC was undoubtedly negligent because it opened the spillway gates of the Angat Dam only at the height of typhoon
"Welming" when it knew very well that it was safer to have opened the same gradually and earlier, as it was also undeniable
that NPC knew of the coming typhoon at least four days before it actually struck. And even though the typhoon was an act of
God or what we may call force majeure, NPC cannot escape liability because its negligence was the proximate cause of the
loss and damage.
Thus, if upon the happening of a fortuitous event or an act of God, there concurs a corresponding fraud, negligence, delay or
violation or contravention in any manner of the tenor of the obligation as provided for in Article 1170 of the Civil Code, which
results in loss or damage, the obligor cannot escape liability.
The principle embodied in the act of God doctrine strictly requires that the act must be one occasioned exclusively by the
violence of nature and human agencies are to be excluded from creating or entering into the cause of the mischief. When the
effect, the cause of which is to be considered, is found to be in part the result of the participation of man, whether it be from
active intervention or neglect, or failure to act, the whole occurrence is thereby humanized, as it was, and removed from the
rules applicable to the acts of God. (1 Corpus Juris, pp. 1174-1175).
LEGASPI OIL V. CA, 224 SCRA 213
Facts:
Respondent Bernard Oseraos, acting through his authorized agents, had several transactions with Legaspi Oil Co. for the sale
of copra to the latter. The price at which Oseraos (appellant) sells the copra depends on the prevailing market price when the
contract is entered into. One of his authorized agents, Jose Llover, had previous transactions with Legaspi Oil (appellee) for
the sale and delivery of copra. The records show that he concluded 2 sales: 1) 70 tons of copra at P95.00 per 100 kilos; and 2)
30 tons of P102.00 per 100 kilos. Later on, another designated agent signed a contract in behalf of appellant for the sale of
100 tons of copra at P79.00 per 100 kilos with the delivery terms of 25 days effective December 15, 1975. At this point, it must
be noted that the price of copra had been fluctuating (going up and down), indicating its unsteady position in the market.
On February 16, 1976, appellant's agent Jose Llover signed a contract for the sale of 100 tons of copra at P82.00 per 100 kilos
with delivery terms of 20 days effective March 8, 1976. As compared to appellant's transaction on November 6, 1975, the
current price agreed upon is slightly higher than the last contract. In all these contracts though, the selling price had always
been stated as "total price" rather than per 100 kilos. However, the parties had understood the same to be per 100 kilos in their
previous transactions.
After the period to deliver had lapsed, appellant sold only 46,334 kilos of copra thus leaving a balance of 53,666 kilos.
Accordingly, letter demands were made upon appellant to deliver the balance with a final warning that failure to deliver will
mean cancellation of the contract, the balance to be purchased at open market and the price differential to be charged against
appellant. On October 22, 1976, since there was still no compliance, Legaspi Oil exercised its option under the contract and
purchased the undelivered balance from the open market at the prevailing price of P168.00 per 100 kilos, or a price differential
of P86.00 per 100 kilos, a net loss of P46,152.76 chargeable against appellant. Legaspi Oil then filed a complaint against
Oseraos for breach of a contract and for damages. The CFI rendered a decision holding Oseraos liable for damages. Oseraos
appealed to respondent Court which thereafter rendered a reversal decision, ordering the dismissal of the complaint. Hence,
this petition for certiorari.
Issue:
Whether or not private respondent Oseraos is liable for damages arising from fraud or bad faith in deliberately breaching the
contract of sale entered into by the parties.
Held:
Yes, Oseraos is liable for breach of contract. Petition is granted.
Rationale:
Oseraos is guilty of fraud in the performance of his obligation under the sales contract whereunder he bound himself to deliver
to petitioner 100 metric tons of copra within twenty (20) days. Within the delivery period, Oseraos delivered only 46,334
kilograms of copra to petitioner, leaving an undelivered balance of 53,666 kilograms. Despite the demands made by Legaspi
Oil, Oseraos was unable to comply, forcing petitioner to buy on the open market at a much higher price. Under the foregoing
undisputed circumstances, the actuality of private respondent's fraud cannot be gainsaid.
In general, fraud may be defined as the voluntary execution of a wrongful act, or a wilfull omission, knowing and
intending the effects which naturally and necessarily arise from such act or omission; the fraud referred to in Article
1170 of the Civil Code of the Philippines is the deliberate and intentional evasion of the normal fulfillment of
obligation; it is distinguished from negligence by the presence of deliberate intent, which is lacking in the latter. The conduct
of private respondent clearly manifests his deliberate fraudulent intent to evade his contractual obligation for the price of copra
had in the meantime more than doubled from P82.00 to P168 per 100 kilograms. Under Article 1170 of the Civil Code of the
2014A
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 latter’s 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, Manuel‘s
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 MTLC‘s 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 Ester‘s refusal was unjustified and unreasonable, Manuel‘s 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
2014A
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.
RCBC V. CA, 305 SCRA 449
DOCTRINE
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. Toyota salesperson Jorge Geronimo testified that he even verified whether private respondent had
signed all the checks and in fact returned three or four unsigned checks to him for signing.
FACTS:
Private respondent Atty. Felipe Lustre purchased a Toyota Corolla from Toyota Shaw, Inc. for which he made a down payment
and thus issued 24 postdated checks. To secure the balance, private respondent executed a promissory note and a contract of
chattel mortgage over the vehicle in favor of Toyota Shaw, Inc. The contract of chattel mortgage, in paragraph 11 thereof,
provided for an acceleration clause stating that should the mortgagor default in the payment of any installment, the whole
amount remaining unpaid shall become due. In addition, the mortgagor shall be liable for 25% of the principal due as
liquidated damages.
Petitioner‘s 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.
METROBANK V. CA, 237 SCRA 761
FACTS:
Isabel Katigbak was the president and director of the Rural Bank of Padre Garcia (RBPG), owning up to 65% of the shares
thereof. Petitioner bank received a credit memo from the Central Bank that its demand deposit account was credited with
P304,000 for the account of RBPG. Katigbak issued two checks from the said account amounting to P25,000 each. When the
checks were presented for clearing, they were returned with the annotation ―DAIF – TNC‖ (Drawn Against Insufficient Funds –
Try Next Clearing), they were redeposited later on but was likewise dishonored. One of the payees (Dr. Felipe Roque)
demanded payment for the dishonored check, to which Antonio Katigbak, an officer of RBPG paid P50,000. Katigbak had to
cut her vacation short to attend to the matter, to which she received insulting replies from officers of petition bank (ex. Bakit
kayo nag-issue ng tseke na wala namang pondo, Three Hundred Thousand na.)
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 petitioner‘s 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 respondent‘s 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 bank‘s 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 petitioner‘s 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.
6
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.
MITSUBISHI V. MITSUBISHI, 698 SCRA 599 [2013]
DOCTRINE
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
As part of American personal injury law, the collateral source rule was originally applied to tort cases wherein the defendant is
prevented from benefitting from the plaintiff’s receipt of money from other sources. Under this rule, if an injured person
receives compensation for his injuries from a source wholly independent of the tortfeasor, the payment should not be deducted
from the damages which he would otherwise collect from the tortfeasor. In a recent Decision by the Illinois Supreme Court, the
rule has been described as „an established exception to the general rule that damages in negligence actions must be
compensatory. The Court went on to explain that although the rule appears to allow a double recovery, the collateral source
will have a lien or subrogation right to prevent such a double recovery.
In Mitchell v. Haldar, 883 A.2d 32, 37-38 (Del. 2005), the collateral source rule was rationalized by the Supreme Court of
Delaware: The collateral source rule is predicated on the theory that a tortfeasor has no interest in, and therefore no right to
benefit from monies received by the injured person from sources unconnected with the defendant. According to the collateral
source rule, a tortfeasor has no right to any mitigation of damages because of payments or compensation received by the
injured person from an independent source. The rationale for the collateral source rule is based upon the quasi-punitive nature
of tort law liability. It has been explained as follows: The collateral source rule is designed to strike a balance between two
competing principles of tort law: (1) a plaintiff is entitled to compensation sufficient to make him whole, but no more; and (2) a
defendant is liable for all damages that proximately result from his wrong. A plaintiff who receives a double recovery for a
single tort enjoys a windfall; a defendant who escapes, in whole or in part, liability for his wrong enjoys a windfall. Because the
law must sanction one windfall and deny the other, it favors the victim of the wrong rather than the wrongdoer. Thus, the
tortfeasor is required to bear the cost for the full value of his or her negligent conduct even if it results in a windfall for the
innocent plaintiff. (Citations omitted)
As seen, the collateral source rule applies in order to place the responsibility for losses on the party causing them. Its
application is justified so that „the wrongdoer should not benefit from the expenditures made by the injured party or take
advantage of contracts or other relations that may exist between the injured party and third persons.‰ Thus, it finds no
application to cases involving no-fault insurances under which the insured is indemnified for losses by insurance companies,
regardless of who was at fault in the incident generating the losses. Here, it is clear that MMPC is a no-fault insurer. Hence, it
cannot be obliged to pay the hospitalization expenses of the dependents of its employees which had already been paid by
separate health insurance providers of said dependents.
2014A
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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 attorney‘s 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."
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7
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
7
―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, Peñamante.
21
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
make United Construction and Juan F. Nakpil & Sons liable for the damages. The CA affirmed the decision but lowered the
award of damages. All parties appealed the decision to the SC.
(During the case, it was further it by 2 more earthquakes which led to its eventual demolition)
Issue:
Whether or not an act of God hich caused the failure of the building, exempts from liability, parties who are otherwise liable
because of their negligence. (It does not exempt the parties)
Rationale:
The general rule is that no person shall be responsible for events which could not be foreseen or which though foreseen, were
inevitable.
An act of God has been defined as an accident, due directly and exclusively to natural causes without human intervention,
which by no amount of foresight, pains or care, reasonably to have been expected, could have been prevented. There is no
dispute that the earthquake of August 2, 1968 is a fortuitous event or an act of God.
To exempt the obligor from liability under Article 1174 of the Civil Code, for a breach of an obligation due to an "act of God,"
the following must concur:
(a) the cause of the breach of the obligation must be independent of the will of the debtor;
(b) the event must be either unforseeable or unavoidable;
(c) the event must be such as to render it impossible for the debtor to fulfill his obligation in a normal manner; and
(d) the debtor must be free from any participation in, or aggravation of the injury to the creditor.
Thus, if upon the happening of a fortuitous event or an act of God, there concurs a corresponding fraud, negligence, delay or
violation or contravention in any manner of the tenor of the obligation, which results in loss or damage, the obligor cannot
escape liability.
The negligence of the United Construction and Juan F. Nakpil & Sons was established beyond dispute both in the lower court
and in the Intermediate Appellate Court. Defendant United Construction Co., Inc. was found to have made substantial
deviations from the plans and specifications. and to have failed to observe the requisite workmanship in the construction as
well as to exercise the requisite degree of supervision; while the Juan F. Nakpil & Sons were found to have inadequacies or
defects in the plans and specifications prepared by them. As correctly assessed by both courts, the defects in the construction
and in the plans and specifications were the proximate causes that rendered the PBA building unable to withstand the
earthquake in 1968. For this reason the defendant and third-party defendants cannot claim exemption from liability.
It is well settled that the findings of facts of the Court of Appeals are conclusive on the parties and on this court unless it falls
upon one of the exemptions. It is evident that the case at bar does not fall under any of the exceptions The records show that
the lower court spared no effort in arriving at the correct appreciation of facts by the referral of technical issues to a
Commissioner chosen by the parties whose findings and conclusions remained convincingly unrebutted by the
intervenors/amicus curiae who were allowed to intervene in the Supreme Court.
One who negligently creates a dangerous condition cannot escape liability for the natural and probable consequences thereof,
although the act of a third person, or an act of God for which he is not responsible, intervenes to precipitate the loss.
The destruction was not purely an act of God. Truth to tell hundreds of ancient buildings in the vicinity were hardly affected by
the earthquake. Only one thing spells out the fatal difference; gross negligence and evident bad faith, without which the
damage would not have occurred.
2014A
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, attorney‘s fees and expenses of
litigation.
After trial, the CFI rendered judgment dismissing Quisumbing‘s and Loeffler‘s complaint withcosts against them.
Quisumbing and Loeffler appealed to the Court of Appeals. The Court affirmed the trial court‘s 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.‖
BACHELOR EXPRESS V. CA, 188 SCRA 216
QUISUMBING V. CA, 189 SCRA 605
Facts:
Norberto Quisumbing, Sr. and Gunther Loeffler were among the passengers of PAL‘s Fokker ‗Friendship‘ PIC-536 plane in its
flight of 6 November 1968 which left Mactan City at about 7:30 in the evening with Manila for its destination. After the plane
had taken off, Florencio O. Villarin, a Senior NBI Agent who was also a passenger of the said plane, noticed a certain ‗Zaldy,‘ a
suspect in the killing of Judge Valdez, seated at the front seat near the door leading to the cockpit of the plane. A check by
Villarin with the passenger‘s ticket in the possession of flight Stewardess Annie Bontigao, who was seated at the last seat right
row revealed that ‗Zaldy‘ had used the name ‗Cardente,‘ one of his aliases known to Villarin. Villarin also came to know from
the stewardess that ‗Zaldy had three companions on board the plane.
V i l l a r i n t h e n scribbled a note addressed to the pilot of the plane requesting the latter to contact NBI duty agents in Manila
for the said agents to ask the Director of the NBI to send about 6 NBI agents to meet the plane because the
suspect in the killing of Judge Valdez was on board. The said note was handed by Villarin to the stewardess who in turn gave
the same in the pilot. After receiving the note, the pilot of the plane, Capt. Luis Bonnevie, Jr., came out of the cockpit and sat
beside Villarin at the rear portion of the plane and explained that he could not send the message because it would be heard by
all ground air craft stations. Villarin, however, told the pilot of the danger of commission of violent acts on board the plane
by the notorious ‗Zaldy‘ and his three companions.
Soon thereafter an exchange of gunshots ensued between Villarin and ‗Zaldy‘ and the latter‘s companions. ‗Zaldy‘ announced
to the passengers and the pilots in the cockpit that it was hold-up and ordered the pilot not to send any SOS. The hold-uppers
divested the passengers of their belongings. Specifically, Norberto Quisumbing, Sr. and Gunther Loeffler were divested of
valuables. As a result of the incident, Quisumbing, Sr. suffered shock, because a gun had been pointed at him by one of the
hold-uppers. Upon landing at the Manila International Airport, Zaldy and his three companions succeeded in escaping.
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
WON the deaths of the two passengers were due to a fortuitous event hence Bachelor Express should not be liable? NO.
RATIO:
There is no question that Bachelor Express, Inc. is a common carrier. Hence, from the nature of its business and for reasons
of public policy Bachelor Express, Inc. is bound to carry its passengers safely as far as human care and foresight can provide
using the utmost diligence of very cautious persons, with a due regard for all the circumstances.
In the case at bar, Beter and Rautraut were passengers of a bus belonging to petitioner Bachelor Express, Inc. and, while
passengers of the bus, suffered injuries which caused their death. Consequently, pursuant to Article 1756 of the Civil Code,
petitioner Bachelor Express, Inc. is presumed to have acted negligently unless it can prove that it had observed extraordinary
diligence in accordance with Articles 1733 and 1755 of the New Civil Code.
Bachelor Express, Inc. denies liability for the death of Beter and Rautraut on its posture that the death of the said passengers
was caused by a third person who was beyond its control and supervision. In effect, the petitioner, in order to overcome the
presumption of fault or negligence under the law, states that the vehicular incident resulting in the death of passengers Beter
and Rautraut was caused by force majeure or caso fortuito over which the common carrier did not have any control.
Article 1174 of the present Civil Code states:
Except in cases expressly specified by law, or when it is otherwise declared by stipulations, 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.
In the case of Lasam v. Smith (45 Phil. 657 [1924]), we defined "events" which cannot be foreseen and which, having been
foreseen, are inevitable in the following manner:
... The Spanish authorities regard the language employed as an effort to define the term 'caso fortuito' and hold that the two
expressions are synonymous.
The antecedent to Article 1105 is found in Law II, Title 33, Partida 7, which defines caso fortuito as (An event that takes place
by incident and could not have been foreseen. Examples of this are destruction of houses, unexpected fire, shipwreck,
violence of robbers ...)
Escriche defines caso fortuito as an unexpected event or act of God which could neither be foreseen nor resisted, such as
floods, torrents, shipwrecks, conflagrations, lightning, compulsion, insurrections, destruction of buildings by unforeseen
accidents and other occurrences of a similar nature.
In discussing and analyzing the term caso fortuito the Enciclopedia Juridica Española says: 'In a legal sense and,
consequently, also in relation to contracts, a caso fortuito presents 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
the 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 the debtor to fulfill his obligation in
a normal manner. And (4) the obligor (debtor) must be free from any participation in the aggravation of the injury resulting to
the creditor. (5) Enciclopedia Juridica Española, 309)
As will be seen, these authorities agree that some extraordinary circumstance independent of the will of the obligor or of hi s
employees, is an essential element of a caso fortuito. ...
The running amuck of the passenger was the proximate cause of the incident as it triggered off a commotion and panic among
the passengers such that the passengers started running to the sole exit shoving each other resulting in the falling off the bus
by passengers Beter and Rautraut causing them fatal injuries. The sudden act of the passenger who stabbed another
passenger in the bus is within the context of force majeure.
However, in order that a common carrier may be absolved from liability in case of force majeure, it is not enough that
the accident was caused by force majeure. The common carrier must still prove that it was not negligent in causing
the injuries resulting from such accident.
This principle was reiterated in a more recent case, Batangas Laguna Tayabas Co. v. Intermediate Appellate Court (167
SCRA 379 [1988]), wherein we ruled:
2014A
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.
SIA V. CA, 222 SCRA 24
DOCTRINE
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, Peñamante.
23
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
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
College‘s building was partly ripped off and blown away, landing on and destroying portions of the roofing of private
respondents Dimaano‘s 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 bank‘s
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)
Whether the obligation is one of lease or of deposit?
Whether SBTC bank failed to render the required diligence?
Whether the flood was a fortuitous event?
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 depositary‘s 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)
Lower court awarded damages. CA affirmed but reduced damages.
Issue:
WON the damage of the respondent‘s house resulting from the impact of the falling portions of the school building‘s roof ripped
off was due to fortuitous event and not the negligence or fault of petitioner? YES
Held:
There is no question that a typhoon or storm is a fortuitous event, a natural occurrence which may be foreseen but is
unavoidable despite any amount of foresight, diligence or care. In order to be exempt from liability arising from any adverse
consequence engendered thereby, there should have been no human participation amounting to a negligent act. In other
words; the person seeking exoneration from liability must not be guilty of negligence. Negligence, as commonly understood, is
conduct which naturally or reasonably creates undue risk or harm to others. It may be the failure to observe that degree of
care, precaution, and vigilance which the circumstances justify demand, or the omission to do something which a prudent and
reasonable man, guided by considerations which ordinarily regulate the conduct of human affairs, would
do. From these premises, we proceed to determine whether petitioner was negligent, such that if it were not, the damage
caused to private respondents' house could have been avoided?
At the outset, it bears emphasizing that a person claiming damages for the negligence of another has the burden of proving
the existence of fault or negligence causative of his injury or loss. The facts constitutive of negligence must be affirmatively
established by competent evidence, not merely by presumptions and conclusions without basis in fact. Private respondents, in
establishing the culpability of petitioner, merely relied on the aforementioned report submitted by a team which made an ocul ar
inspection of petitioner‘s school building after the typhoon. As the term imparts, an ocular inspection is one by means of actual
sight or viewing. What is visual to the eye through is not always reflective of the real cause behind.
Petitioners obtained a permit from the city building official before the construction of its building. Having obtained both building
permit and certificate of occupancy is prima facie evidence of the regular and proper construction of subject school building.
When part of its roof needed repairs of the damage inflicted by typhoon Saling, the city engineer gave the go-signal for such
repairs without any deviation from the original design. It subsequently authorized the use of the entire fourth floor of the same
building. These only prove that subject building suffers from no structural defect.
Petitioner presented its vice president for finance and administration who testified that an annual maintenance inspection and
repair of subject school building were regularly undertaken. Petitioner was even willing to present its maintenance supervisor
to attest to the extent of such regular inspection but private respondents agreed to dispense with his testimony and simply
stipulated that it would be corroborative of the vice president‘s narration. Besides, no complaint regarding any defect on the
same structure has ever been lodged before his office prior to the institution of the case at bench. It is a matter of judicial
notice that typhoons are common occurrences in this country. If subject school building‘s roofing was not firmly anchored to its
trusses, obviously, it could not have withstood long years and several typhoons even stronger than ―Saling.‖
Petitioner has not been shown negligent or at fault regarding the construction and maintenance of its school building in
question and that typhoon ―Saling‖ was the proximate cause of the damage suffered by private respondents‘ house.
MINDEX V. MORILLO, 379 SCRA 144
Facts
Averbal agreement was entered into between Ephraim Morillo and Mindex Resources Corporation (MINDEX) for the lease of
the former‘s 6 x 6 ten-wheeler cargo truck for use in MINDEX‘s mining operations in Oriental Mindoro.
YES. However, the element of not aggravating the damage or injury under fortuitous event (Art. 1170) is absent.
SBTC‘s 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.
SOUTHEASTERN V. CA, 292 SCRA 422
Facts:
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, Peñamante.
24
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Issue:
Whether or not the CA gravely erred in finding that petitioner was negligent considering that the facts show, as admitted by the
respondent, that the burning of the truck was a fortuitous event.
Ruling
The Petition is partly meritorious; the award of attorney‘s fees should be deleted.
Petitioner’s Negligence
Both the RTC and the CA found petitioner negligent and thus liable for the loss or destruction of the leased truck. Contrary to
its allegations, petitioner has not adequately shown that the RTC and the CA overlooked or disregarded significant facts and
circumstances that, when considered, would alter the outcome of the disposition. Article 1667 of the Civil Code holds lessees
responsible for the deterioration or loss of the thing leased, unless they prove that it took place without their fault.
Fortuitous Event
In order for a fortuitous event to exempt one from liability, it is necessary that one has committed no negligence or
misconduct that may have occasioned the loss. 10 An act of God cannot be invoked to protect a person who has failed
to take steps to forestall the possible adverse consequences of such a loss. One’s negligence may have concurred
with an act of God in producing damage and injury to another; nonetheless, showing that the immediate or proximate
cause of the damage or injury was a fortuitous event would not exempt one from liability. When the effect is found to be
partly the result of a person‘s participation -- whether by active intervention, neglect or failure to act -- the whole occurrence is
humanized and removed from the rules applicable to acts of God. 11
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)
SIGUAN V. LIM, 318 SCRA 725
FACTS:
A criminal case was filed against Lim with RTC-Cebu city for issuing 2 bouncing checks in the amounts of P300,000
andP241,668, respectively to Siguan. Meanwhile, on 2 July 1991, a Deed of Donation conveying the following parcels of land
and purportedly executed by Lim on 10 August 1989 in favor of her children, Linde, Ingrid and Neil, was registered with the
Office of the Register of Deeds of Cebu City. New transfer certificates of title were thereafter issued in the names of the
donees. On 23 June 1993, petitioner filed an accion pauliana against Lim and her children before RTC-Cebu City to rescind
the questioned Deed of Donation and to declare as null andvoid the new transfer certificates of title issued for the lots covered
by the questioned Deed.
Petitioner contends that sometime in July 1991, Lim, through a Deed of Donation, fraudulently transferred all her real property
to her children in bad faith and in fraud of creditors, including her; that Lim conspired and confederated with her children in
antedating the questioned Deed of Donation, to petitioner's and other creditors' prejudice; and that Lim, at the time of the
fraudulent conveyance, left no sufficient properties to pay her obligations.On the other hand, as regards the questioned Deed
of Donation, Lim maintained that it was not antedated but was made in good faith at a time when she had sufficient property.
Finally, she alleged that the Deed of Donation was registered only on 2 July 1991because she was seriously ill.
PAY V. PALANCA, 57 SCRA 618 - AKI
FACTS:
George Pay, petitioner, is the creditor of the late Justo Palanca who died in 1963. The latter and his wife, respondent Rosa
Gonzalez vda. de Palanca, issued a promissory note in 1952, in the amount of P26,900 with interest of 12% per annum. The
PN contained the following: For value received from time to time since 1947, we [jointly and severally promise to] pay to Mr.
[George Pay] at his office at the China Banking Corporation the sum of [Twenty Six Thousand Nine Hundred Pesos]
(P26,900.00),with interest thereon at the rate of 12% per annum upon receipt by either of the undersigned of cash paymen
tfrom the Estate of the late Don Carlos Palanca or u p o n d e m a n d .
ISSUE:
W/N a creditor is barred by prescription in his attempt to collect on a promissory note executed more than fifteen years earlier
with the debtor sued promising to pay either upon receipt by him of his share from a certain estate or upon demand
HELD:
YES, the creditor is barred from collecting. The SC ruling is based on Article 1179 of the Civil Code, which provides: "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."
From the manner in which the promissory note was executed, it would appear that petitioner was hopeful that the satisfaction
of his credit could he realized either through the debtor sued receiving cash payment from the estate of the late Carlos
Palanca presumptively as one of the heirs, or, as expressed therein, "upon demand." There is nothing in the record that would
indicate whether or not the first alternative was fulfilled. What is undeniable is that on August 26, 1967, more than fifteen years
after the execution of the promissory note on January 30, 1952, this petition was filed. The defense interposed was
prescription. Its merit is rather obvious. Article 1179 of the Civil Code provides: "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." This used to
be Article 1113 of the Spanish Civil Code of 1889.
The obligation being due and demandable (payable on demand), it would appear that the filing of the suit after fifteen years
was much too late. For again, according to the Civil Code, which is based on Section 43 of Act No.190, the prescriptive period
for a written contract is that of ten years.*N.B. This case was decided in 1974, but for some reason the SC cited the Civil Code
provision on CONTRACTS when in fact the NIL was already effective (as of June 2,1911). Nevertheless, the ruling is
consistent with Sec. 7(a) of the NIL, which states, ―An instrument is payable on demand, where it is expressed to be payable
on demand, or at sight, or on presentation...‖
Article 1182
Art. 1182. When the fulfillment of the condition depends upon the sole will of the debtor, the conditional
obligation shall be void. If it depends upon chance or upon the will of a third person, the obligation shall
take effect in conformity with the provisions of this Code. (1115)
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.
SMITH BELL V. SOTELO MATTI, 44:874
FACTS:
In August 1918, petitioner and defendant entered into contracts of sale under the following terms, which petitioner delivered on
the following dates:
Item
Price
Delivery as in the Contract
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
2 steel tanks
P21,000 (total)
―within three or four months‖
2 expellers
P25,000 each
2 electric motors
P2,000 each
To be shipped from San
Francisco in September
1918, or as soon as possible
―Approximate delivery within
90 days. – This is not
guaranteed.‖
2014A
April 27, 1919 (defendant
claims non-delivery)
October 26, 1918
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:
February 27, 1919
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 plaintiff‘s 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 plaintiff‘s 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 not—the 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. Sotelo‘s acts were binding upon its principal.
SECURITY BANK V. CA, 249 SCRA 206
FACTS
Ysmael C. Ferrer was contracted by herein petitioners Security Bank and Trust Company (SBTC) and Rosito C. Manhit to
construct the building of SBTC in Davao City for the price of P1,760,000.00. The contract dated 4 February 1980 provided that
Ferrer would finish the construction in two hundred (200) working days. Respondent Ferrer was able to complete the
construction of the building on 15 August 1980 (within the contracted period) but he was compelled by a drastic increase in the
cost of construction materials to incur expenses of about P300,000.00 on top of the original cost. The additional expenses
were made known to petitioner SBTC thru its Vice-President Fely Sebastian and Supervising Architect Rudy de la Rama as
early as March 1980. Respondent Ferrer made timely demands for payment of the increased cost. Said demands were
supported by receipts, invoices, payrolls and other documents proving the additional expenses.
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
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. Luna‘s 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..
TAYAG V. CA, 219 SCRA 480
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 vendor‘s 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.
Leyva only paid parts of the obligation.
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.
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 Leyva‘s
argument that they constructively fulfilled the obligation which is rightfully due to him. (Trivia: It was Celerina, Juan‘s sister, that
paid the bank to complete such obligation).
ISSUE/S
(1) Whether the spouses Bonrostro‘s 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 RTC‘s 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 Leyva‘s 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."
SPS. BONROSTRO V. SPS. LUNA, GR 172346, 24 JULY 2013
However, Art. 1186 speaks of a situation where it is the obligor who voluntarily prevents fulfillment of the condition, not the
DOCTRINE
Art. 1186 speaks of a situation where it is the obligor who voluntarily prevents fulfillment of the condition, not the obligee.
Moreover, the mere intention to prevent the happening of the condition or the mere placing of ineffective obstacles to its
compliance, without actually preventing fulfillment is not sufficient for the application of Art. 1186. Two requisites must concur
for its application, to wit: (1) intent to prevent fulfillment of the condition; and, (2) actual prevention of compliance.
FACTS
8
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
obligee. Moreover, the mere intention to prevent the happening of the condition or the mere placing of ineffective obstacles to
its compliance, without actually preventing fulfillment is not sufficient for the application of Art. 1186. Two requisites must
concur for its application, to wit: (1) intent to prevent fulfillment of the condition; and, (2) actual prevention of compliance.
Here, Sps. Luna is not the obligor but the obligee, and their actions were only sought to ensure and not defeat the fulfillment of
the contract. Their payment (1) avoided the cancellation of both the contract of sale, and consequently, the contract to sell; and
(2) avoid the penalty for unpaid amortizations equivalent to 1/10th of 1% per day of delay shall be imposed for all payments
made after due date (3% monthly or 36% per annum rate of interest).
Under the circumstances and considering that the spouses Bonrostro are obviously in delay in complying with their obligation
to pay the amortizations due from February 1993 to January 1995 for which the spouses Luna paid P214,492.62,45 the CA
correctly ordered the reimbursement to the latter of the said amount with interest. "Delay in the performance of an obligation is
looked upon with disfavor because, when a party to a contract incurs delay, the other party who performs his part of the
contract suffers damages thereby." As discussed, the spouses Luna obviously suffered damages brought about by the failure
of the spouses Bonrostro to comply with their obligation on time. "And, sans elaboration of the matter at hand, damages take
the form of interest x x x."
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 DBP‘s 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.
LIM V. DBP, GR 177050, 1 JULY 2013
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 bank‘s 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 bank‘s 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 bank‘s Regional Credit Committee.
Paragraph 11 of the Mortgage contract requires this
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 DBP‘s
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 DBP‘s 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 obligation was not extinguished or discharged.
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 UFC‘s 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, UFC‘s 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
2014A
preparation of Mafran, but the request was denied. In spite of this, Tirso did not compel or force Magdalo to accede to said
request.
BALANE CASE NOTE/SUMMARY
Whether the suit for rescission under Art. 1191 primary or subsidiary.
Subsequently, due to the alleged scarcity and high prices of raw materials, the UFC‘s 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.
CANU V. GALANG, 459 SCRA 80
UFC contended that the Private Respondents are not entitled to rescission because it was Magdalo who had been remiss in
the compliance of his contractual obligation to cede and transfer to UFC the formula for Mafran sauce. UFC argued that the
right to rescind a reciprocal obligation is not absolute and can be demanded only if one is ready, willing and able to comply
with his own obligation and the other is not. UFC contends that a suit for rescission is primary, and can only be resorted to
when there is no other remedy, which is not the case here.
ISSUE:
(1) Whether Magdalo is entitled to rescind the Bill of Assignment.
(2) Whether the remedy of rescission is primary or subsidiary.
HELD:
(1) Yes. UFC violated the Bill of Assignment by terminating the services of Magdalo without lawful and justifiable cause. The
general rule is 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 a contract is substantial depends upon the attendant circumstances. In this case the dismissal of Magdalo as the permanent
chief chemist of the corporation is a fundamental and substantial breach of the Bill of Assignment. He was dismissed without
any fault or negligence on his part. Thus, apart from the legal principle that the option to demand performance or ask for
rescission of a contract belongs to the injured party, the fact remains that the Private Respondents had no alternative but to file
the action for rescission and damages.
Magdalo would not have agreed to the other terms of the Bill of Assignment were it not for the basic commitment of UFC to
appoint him as its second vice-president and chief chemist on a permanent basis; that in the manufacture of Mafran sauce and
other food products he would have "absolute control and supervision over the laboratory assistants and personnel and in the
purchase and safeguarding of said products;" and that only by all these measures could Magdalo preserve effectively the
secrecy of the formula, prevent its proliferation, enjoy its monopoly, and, in the process afford and secure for himself a li fetime
job and steady income.
The salient provisions of the Bill of Assignment, namely: the transfer to the corporation of only the use of the formula; the
appointment of Magdalo as second vice-president and chief chemist on a permanent status, the obligation of Magdalo to
continue research on the patent to improve the quality of the products of the corporation, and the need of absolute control and
supervision over the laboratory assistants and personnel and in the purchase and safekeeping of the chemicals and other
mixtures used in the preparation of said product are so interdependent that violation of one would result in virtual nullification of
the rest.
(2) The SC majority impliedly said the remedy of rescission is subsidiary to the existence of any other remedy or recourse in
law. They stated, however, as no other remedy was available to Magdalo, he can resort to rescission.
JBL Reyes, concurring:
I would like to add that the argument of petitioner, that the rescission demanded by the respondent-appellee, Magdalo
Francisco, should be denied because under Article 1383 of the Civil Code of the Philippines rescission can not be demanded
except when the party suffering damage has no other legal means to obtain reparation, is predicated on a failure to distingui sh
between a rescission for breach of contract [faith] under Article 1191 of the Civil Code and a rescission by reason of lesion or
economic prejudice, under Article 1381, et seq. The rescission on account of breach of stipulations is not predicated on injury
to economic interests of the party plaintiff but on the breach of faith by the defendant, that violates the reciprocity between the
parties. It is not a subsidiary action, and Article 1191 may be scanned without disclosing anywhere that the action for
rescission thereunder is subordinated to anything other than the culpable breach of his obligations by the defendant. This
rescission is in principal action retaliatory in character, it being unjust that a party be held bound to fulfill his promises when the
other violates his. As expressed in the old Latin aphorism: "Non servanti fidem, non est fides servanda." Hence, the reparation
of damages for the breach is purely secondary.
On the contrary, in the rescission by reason of lesion or economic prejudice, the cause of action is subordinated to the
existence of that prejudice, because it is the raison d'etre as well as the measure of the right to rescind. Hence, where the
defendant makes good the damages caused, the action cannot be maintained or continued, as expressly provided in Articles
1383 and 1384. But the operation of these two articles is limited to the cases of rescission for lesion enumerated in Article
1381 of the Civil Code of the
Philippines, and does not apply to cases under Article 1191.
It is probable that the petitioner's confusion arose from the defective technique of the new Code that terms both instances as
rescission without distinctions between them; unlike the previous Spanish Civil Code of 1889, that differentiated "resolution" for
breach of stipulations from "rescission" by reason of lesion or damage. But the terminological vagueness does not justify
confusing one case with the other, considering the patent difference in causes and results of either action.
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
UP V. DE LOS ANGELES, 35 SCRA 102
FACTS:
On November 2, 1960, UP and ALUMCO entered into a logging agreement whereby the latter was granted exclusive authority
to cut, collect and remove timber from the Land Grant for a period starting from the date of agreement to December 31, 1965,
extendible for a period of 5 years by mutual agreement.
On December 8, 1964, ALUMCO incurred an unpaid account of P219,362.94. Despite repeated demands, ALUMCO still failed
to pay, so UP sent a notice to rescind the logging agreement. On the other hand, ALUMCO executed an instrument entitled
―Acknowledgment of Debt and Proposed Manner of Payments. It was approved by the president of UP, which stipulated the
following:
3. In the event that the payments called for are not sufficient to liquidate the foregoing indebtedness, the balance
outstanding after the said payments have been applied shall be paid by the debtor in full no later than June 30,
1965.
5. In the event that the debtor fails to comply with any of its promises, the Debtor agrees without reservation that
Creditor shall have the right to consider the Logging Agreement rescinded, without the necessity of any judicial
suit…ALUMCO continued its logging operations, but again incurred an unpaid account.
On July 19,1965, UP informed ALUMCO that it had, as of that date, considered rescinded and of no further legal effect the
logging agreement, and that UP had already taken steps to have another concessionaire take over the logging operation.
ALUMCO filed a petition to enjoin UP from conducting the bidding. The lower court ruled in favor of ALUMCO, hence, this
appeal.
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
ISSUE:
Can petitioner UP treat its contract with ALUMCO rescinded, and may disregard the same before any judicial pronouncement
to that effect?
RULING:
Yes. In the first place, UP and ALUMCO had expressly stipulated that upon default by the debtor, UP has the right and the
power to consider the Logging Agreement of December 2, 1960 as rescinded without the necessity of any judicial suit. As to
such special stipulation and in connection with Article 1191 of the Civil Code, the Supreme Court, stated in Froilan vs. Pan
Oriental Shipping. Co:
―There is nothing in the law that prohibits the parties from entering into agreement that violation of the terms of the contract
would cause cancellation thereof, even without court intervention. In other words, it is not always necessary for the injured
party to resort to court for rescission of the contract.‖
The party who deems the contract violated may consider it resolved or rescinded, and act accordingly, without
previous court action, but it proceeds at its own risk. For it is only the final judgment of the corresponding court that
will conclusively and finally settle whether the action taken was or was not correct in law. But the law definitely does not
require that the contracting party who believes itself injured must first file suit and wait for a judgment before taking
extrajudicial steps to protect its interest. Otherwise, the party injured by the other's breach will have to passively sit and watch
its damages accumulate during the pendency of the suit until the final judgment of rescission is rendered when the law itself
requires that he should exercise due diligence to minimize its own damages (Civil Code, Article 2203).
In fact, even without express provision conferring the power of cancellation upon one contracting party, the Supreme Court of
Spain, in construing the effect of Article 1124 of the Spanish Civil Code (of which Article 1191 of our own Civil; Code is
practically a reproduction), has repeatedly held that, a resolution of reciprocal or synallagmatic contracts may be made
extrajudicially unless successfully impugned in court.
BALANE CASE NOTE
Can a party unilaterally rescind a contract extrajudicially?
YES, but this extrajudicial rescission is done at the party‘s own risk, as the rescission is always subject to judicial review at the
instance of the other party.
The court can rule either of two ways:
Court rules rescission is proper, court will rule that it retroacts to the date of rescission
Court rules rescission is improper, court will declare that there was no rescission in the first place.
See also: LUZON BROKERAGE V MARITIME, 43 SCRA 93
Later decisions have ruled otherwise, saying there is need for a judicial decree and it is the judicial decree that is the
operative act of rescission. (See below EDS MANUFACTURING V. HEALTH CHECK).
DEL CASTILLO V. SPOUSES MATIAS, 419 SCRA [?]
Under damages.
ZULUETA V. MARIANO, 111 SCRA 206
2014A
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.
BALANE CASE NOTE
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.
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 Zulueta‘s 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;
PALAY INC V. CLAVE, 124 SCRA 638
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Ruling:
As held in previous jurisprudence, the judicial action for the rescission of a contract is not necessary where the contract
provides that it may be revoked and cancelled for violation of any of its terms and conditions. However, even in the cited cases,
there was at least a written notice sent to the defaulter informing him of the rescission. A written notice is indispensable to
inform the defaulter of the rescission. Hence, the resolution by petitioners of the contract was ineffective and inoperative
against private respondent for lack of notice of resolution (as held in the U.P. vs. Angeles case). The act of a party in treating a
contract as cancelled should be made known to the other.
Later, RA 6551 6551 entitled "An Act to Provide Protection to Buyers of Real Estate on Instalment Payments,‖ emphasized the
indispensability of notice of cancellation to the buyer when it specifically provided:
Sec. 3(b) ... the actual cancellation of the contract shall take place after thirty days from receipt by the buyer of the notice of
cancellation or the demand for rescission of the contract by a notarial act and upon full payment of the cash surrender value to
the buyer. (Emphasis supplied).
Moreover, there was no waiver on the part of the private respondent of his right to be notified under paragraph 6 of the
contract since it was a contract of adhesion, a standard form of petitioner corporation, and private respondent had no freedom
to stipulate. Finally, it is a matter of public policy to protect buyers of real estate on instalment payments against onerous and
oppressive conditions. Waiver of notice is one such onerous and oppressive condition to buyers of real estate on instalment
payments.
As a consequence of the resolution by petitioners, rights to the lot should be restored to private respondent or the same should
be replaced by another acceptable lot but since the property had already been sold to a third person and there is no evidence
on record that other lots are still available, private respondent is entitled to the refund of instalments paid plus interest at the
legal rate of 12% computed from the date of the institution of the action. It would be most inequitable if petitioners were to be
allowed to retain private respondent's payments and at the same time appropriate the proceeds of the second sale to another.
Onstott not personally liable
Onstott was made liable because he was then the President of the corporation and the controlling stockholder but there was
no sufficient proof that he used the corporation to defraud private respondent. He cannot, therefore, be made personally liable
just because he "appears to be the controlling stockholder". Mere ownership by a single stockholder or by another corporation
is not of itself sufficient ground for disregarding the separate corporate personality.
Finally, there are no badges of fraud on the petitioners' part. They had literally relied, albeit mistakenly, on paragraph 6 (supra)
of the contract when it rescinded the contract to sell extrajudicially and had sold it to a third person.
Petitioner Palay, Inc. is liable to refund to respondent Dumpit the amount of P13,722.50, with interest at twelve (12%) p.a. from
November 8, 1974, the date of the filing of the Complaint.
ANGELES V. CALASANZ, 135 SCRA 323
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.
BALANE CASE NOTE
You cannot unilaterally rescind without giving notice to the other party.
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
2014A
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 it‘s 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].
ONG V. CA, 310 SCRA 1
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 Ong‘s 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.
PILIPINAS BANK V. IAC, 151 SCRA 546
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 latter‘s 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 Bank‘s 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. Hacienda‘s 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, Peñamante.
32
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
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.
FIL-ESTATE V. VERTEX, 698 SCRA 272 [2013]
FACTS:
FEGDI is a stock corporation whose primary business is the development of golf courses. FELI is also a stock corporation, but
is engaged in real estate development. FEGDI was the developer of the Forest Hills Golf and Country Club (Forest Hills) and,
in consideration for its financing support and construction efforts, was issued several shares of stock of Forest Hills.
Sometime in August 1997, FEGDI sold, on installment, to RS Asuncion Construction Corporation (RSACC) one Class "C"
Common Share of Forest Hills for P1,100,000.00. Prior to the full payment of the purchase price, RSACC sold, on February
11, 1999 the Class "C" Common Share to respondent Vertex Sales and Trading, Inc. (Vertex). RSACC advised FEGDI of the
sale to Vertex and FEGDI, in turn, instructed Forest Hills to recognize Vertex as a shareholder. For this reason, Vertex enjoyed
membership privileges in Forest Hills.
Despite Vertex‘s full payment, the share remained in the name of FEGDI. Seventeen (17) months after the sale (or on July 28,
2000), Vertex wrote FEDGI a letter demanding the issuance of a stock certificate in its name. FELI replied, initially requested
Vertex to first pay the necessary fees for the transfer. Although Vertex complied with the request, no certificate was issued.
This prompted Vertex to make a final demand on March 17, 2001. As the demand went unheeded, Vertex filed on January 7,
2002 a Complaint for Rescission with Damages and Attachment against FEGDI, FELI and Forest Hills. It averred that the
petitioners defaulted in their obligation as sellers when they failed and refused to issue the stock certificate covering the
subject share despite repeated demands. On the basis of its rights under Article 1191 of the Civil Code, Vertex prayed for the
rescission of the sale and demanded the reimbursement of the amount it paid (or P1,100,000.00), plus interest. During the
pendency of the rescission action (or on January 23, 2002), a certificate of stock was issued in Vertex‘s name, but Vertex
refused to accept it.
ISSUE/S:
Given the parties‘ arguments, the sole issue for the Court to resolve is whether the delay in the issuance of a stock certificate
can be considered a substantial breach as to warrant rescission of the contract of sale.
THE COURT’S RULING
The petition lacks merit. Physical delivery is necessary to transfer ownership of stocks.
2014A
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 GPI‘s earlier petition based
on technical defects, this notwithstanding Sps. Fajardo's full payment of the purchase price and prior demand for delivery of
title. 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.
Section 63 of the Corporation Code provides:
SEC. 63. Certificate of stock and transfer of shares. - The capital stock of stock corporations shall be divided into shares for
which certificates signed by the president or vice-president, countersigned by the secretary or assistant secretary, and sealed
with the seal of the corporation shall be issued in accordance with the by-laws. Shares of stock so issued are personal
property and may be transferred by delivery of the certificate or certificates indorsed by the owner or his attorney-in-fact or
other person legally authorized to make the transfer. No transfer, however, shall be valid, except as between the parties, until
the transfer is recorded in the books of the corporation showing the names of the parties to the transaction, the date of the
transfer, the number of the certificate or certificates and the number of shares transferred.
No shares of stock against which the corporation holds any unpaid claim shall be transferable in the books of the corporation.
In this case, Vertex fully paid the purchase price by February 11, 1999 but the stock certificate was only delivered on January
23, 2002 after Vertex filed an action for rescission against FEGDI.
GOTESCO V. SPS. FAJARDO, 692 SCRA 319 [2013]
FACTS:
Sps. Fajardo entered into a Contract to Sell with petitioner-corporation Gotesco Properties, Inc. (GPI) for the purchase of a lot
in Evergreen Executive Village, a subdivision project owned and developed by GPI located at Novaliches, Caloocan City. The
subject lot is a portion of a bigger lot covered by Transfer Certificate of Title (TCT) No. 244220 (mother title). Under the
contract, Sps. Fajardo undertook to pay the purchase within a 10-year period, including interest at the rate of nine percent
(9%) per annum while GPI, on the other hand, agreed to execute a final deed of sale (deed) in favor of Sps. Fajardo upon full
payment of the stipulated consideration.
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 1191.1âwphi1 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.
REYES V. ROSSI, 691 SCRA 57 [2013]
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, Peñamante.
33
CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Facts:
Petitioner Reyes and Advanced Foundation, represented by respondent Ettore Rossi, executed a deed of conditional sale
involving the purchase by Reyes of equipment consisting of a Dredging Pump. The parties agreed therein that Reyes would
pay the sum of P3,000,000.00 as down payment, and the balance of P7,000,000.00 through four post-dated checks. Reyes
complied, but he requested the restructuring of his obligation under the deed of conditional sale by replacing the four postdated checks with nine post-dated checks that would include interest accruing on the unpaid portion of the obligation.
Reyes issued and delivered the following nine postdated checks drawn against the United Coconut Planters Bank. Rossi
deposited three of the post-dated checks but two of the checks were denied payment ostensibly upon Reyes‘ instructions to
stop their payment, while the third was dishonored for insufficiency of funds. Rossi likewise deposited two more checks but the
checks were returned with the notation Account Closed stamped on them. He did not anymore deposit the three remaining
checks on the assumption that they would be similarly dishonored.
Reyes commenced an action for rescission of contract and damages and sought judgment declaring the deed of conditional
sale "rescinded and of no further force and effect," and ordering Advanced Foundation to return the down payment with legal
interest and to pay to him attorney‘s fees, and various kinds and amounts of damages.
Rossi charged Reyes with five counts of estafa and five counts of violation of Batas Pambansa Blg. 22 for the dishonor of the
checks.
Reyes submitted his counter-affidavit claiming that the checks had not been issued for any valuable consideration; that he had
discovered from the start of using the dredging pump involved in the conditional sale that the Caterpillar diesel engine
powering the pump had been rated at only 560 horsepower instead of the 1200 horsepower; that welding works on the pump
had neatly concealed several cracks; that he had written to Advanced Foundation complaining about the misrepresentations
on the specifications of the pump and demanding documentary proof of Advanced Foundation‘s ownership of the pump; that
he had caused the order to stop the payment of three checks; that Advanced Foundation had replied to his letter saying that
the pump had been sold to him on an as is, where is basis.
The Assistant City Prosecutor handling the preliminary investigation recommended the dismissal of the charges of estafa and
the suspension of the proceedings relating to the violation of Batas Pambansa Blg. 22 based on a prejudicial question which
the City Prosecutor of Makati approved.
Issues
W/N the civil action for rescission of the contract of sale raised a prejudicial question that required the suspension of the
criminal prosecution for violation of Batas Pambansa Blg. 22.
Ruling
The petition for review is without merit.
The action for the rescission of the deed of sale on the ground that Advanced Foundation did not comply with its obligation
actually seeks one of the alternative remedies available to a contracting party under Article 1191 of the Civil Code, to wit:
Article 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 fulfilment and the rescission of the obligation, with the payment of damages in
either case. He may also seek rescission, even after he has chosen fulfilment, if the latter should become impossible.
The court shall decree the rescission claimed, unless there be just cause authorizing the fixing of a period.
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.
Article 1191 of the Civil Code recognizes an implied or tacit resolutory condition in reciprocal obligations. The condition is
imposed by law, and applies even if there is no corresponding agreement thereon between the parties. The explanation for this
is that in reciprocal obligations a party incurs in delay once the other party has performed his part of the contract; hence, the
party who has performed or is ready and willing to perform may rescind the obligation if the other does not perform, or is not
ready and willing to perform.19
It is true that the rescission of a contract results in the extinguishment of the obligatory relation as if it was never created, the
extinguishment having a retroactive effect. The rescission is equivalent to invalidating and unmaking the juridical tie, leaving
things in their status before the celebration of the contract. 20 However, until the contract is rescinded, the juridical tie and the
concomitant obligations subsist.
Accordingly, we agree with the holding of the CA that the civil action for the rescission of contract was not determinative of the
guilt or innocence of Reyes. We consider the exposition by the CA of its reasons to be appropriate enough, to wit:
A careful perusal of the complaint for rescission of contract and damages reveals that the causes of action advanced by
respondent Reyes are the alleged misrepresentation committed by the petitioner and AFCSC and their alleged failure to
comply with his demand for proofs of ownership. On one hand, he posits that his consent to the contract was vitiated by the
fraudulent act of the company in misrepresenting the condition and quality of the dredging pump. Alternatively, he claims that
the company committed a breach of contract which is a ground for the rescission thereof. Either way, he in effect admits the
validity and the binding effect of the deed pending any adjudication which nullifies the same.
Indeed, under the Jaw on contracts, vitiated consent does not make a contract unenforceable but merely voidable, the remedy
of which would be to annul the contract since voidable contracts produce legal effects until they are annulled. On the other
2014A
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.
EDS MANUFACTURING V. HEALTH CHECK, GR 162802, OCT. 9, 2013
Facts:
Healthcheck (HCI) is a health maintenance organization that provides health and medical insurance to its clients. It maintains a
network of accredited hospitals and medical clinics, one of which is the De La Salle University Medical Center (DLSUMC)
located at Dasmariñas, Cavite. Eds Manufacturing (EMI) entered into a one-year contract with HCI for the insurance coverage
of the former‘s employees. After two months within the program, problems began to arise as HCI‘s accreditation with DLSUMC
was suspended because of the financial crisis. It happened again in two more instances and with other hospitals, prompting
EMI to rescind the agreement. However, EMI‘s failed to collect the HMO cards and surrender them to HCI as stipulated in the
agreement in order for the latter to finalize the reconciliation of the accounts. Thus, EMI employees were still using HCI‘s
services beyond the pre-termination date. HCI reminded EMI that it would consider the agreement ongoing and subsisting until
the cards are surrendered. Without responding to this reminder, EMI sent two letters demanding the payment of the premiums
that remained unutilized from the date the agreement was rescinded.
Pre-empting EMI‘s threats of legal action, HCI instituted the present action based on the unlawful pre-termination of the
agreement and EMI‘s failure to submit to a joint reconciliation of accounts and deliver such assets belonging to HCI. EMI
responded by alleging that HCI reneged on its duty to provide adequate medical coverage after paying the premium in full and
interposed a counterclaim for damages and unutilized premiums. The trial court ruled in favor of HCI. The same was reversed
on appeal, stating that although HCI substantially breached its obligations, EMI did not validly rescind the agreement. Thus,
the CA dismissed both the complaint by HCI and the counterclaim of EMI.
The trial court ruled in favor of HCI. It found that EMI‘s rescission of the Agreement on September 3, 1998 was not done
through court action or by a notarial act and was based on casual or slight breaches of the contract. Moreover, despite the
announced rescission, the employees of EMI continued to avail of HCI‘s services until March 1999. The services rendered by
HCI from May 1998 to March 1999 purportedly came to a total of P10,149,821.13. The court deducted from this figure the
premium paid by EMI, leaving a net payable to HCI of P1,323,513.63, in addition to moral damages and attorney‘s fees. EMI‘s
counterclaims, on the other hand, were dismissed for lack of merit. 3
On appeal, the CA reversed the decision of the Regional Trial Court (RTC) of Pasig City and ruled that although Healthcheck
International, (HCI) substantially breached their agreement, it also appears that Eds Manufacturing, Inc. (EMI) did not validly
rescind the contract between them. Thus, the CA dismissed the complaint filed by HCI, while at the same time dismissing the
counterclaim filed by EMI.
ISSUE:
WON there was a valid rescission of the agreement between the parties.
HELD:
No. The general rule is that rescission (more appropriately, resolution) of a contract will not be permitted for a slight or casual
breach, but only for such substantial and fundamental violations as would defeat the very object of the parties in making the
agreement.
In his concurring opinion in Universal Food Corporation v. Court of Appeals, Justice J.B.L. Reyes clarifies:
It is probable that the petitioner‘s confusion arose from the defective technique of the new Code that terms both
instances as "rescission" without distinction between them; unlike the previous Spanish Code of 1889 that
differentiated between "resolution" for breach of stipulations from "rescission" by reason of lesion or damage. But
the terminological vagueness does not justify confusing one case with the other, considering the patent difference
in causes and results of either action.
Thus, the rescission referred to in Article 1191, more appropriately referred to as resolution, is on the breach of faith by one
of the parties which is violative of the reciprocity between them.
In the present case, it is apparent that HCI violated its contract with EMI to provide medical service to its employees in a
substantial way. As aptly found by the CA, there was gross denial of services to EMI‘s employees at a time when the delivery
was crucial to their health and lives. However, although a ground exists to validly rescind the contract between the parties, it
appears that EMI failed to judicially rescind the same. In Iringan v. Court of Appeals, the SC reiterated the rule that in the
absence of a stipulation, a party cannot unilaterally and extrajudicially rescind a contract.
Clearly, a judicial or notarial act is necessary before a valid rescission can take place, whether or not automatic
rescission has been stipulated. It is to be noted that the law uses the phrase "even though" emphasizing that when no
stipulation is found on automatic rescission, the judicial or notarial requirement still applies.
But in the SC‘s view, even if Article 1191 were applicable, petitioner would still not be entitled to automatic rescission. The
requirement for the right to resolve reciprocal obligations under the old provision has been retained in the third paragraph of
Article 1191, which states that "the court shall decree the rescission claimed, unless there be just cause authorizing the fi xing
of a period." Consequently, 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.
The party entitled to rescind should apply to the court for a decree of rescission. The right cannot be exercised solely on a
party‘s own judgment that the other committed a breach of the obligation. The operative act which produces the resolution
of the contract is the decree of the court and not the mere act of the vendor. Since a judicial or notarial act is required by
law for a valid rescission to take place, the letter written by respondent declaring his intention to rescind did not operate to
validly rescind the 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
What is more, it is evident that EMI had not rescinded the contract at all. The reports submitted by show entries as late as
March 1999 (beyond pre-termination), signifying that EMI employees were availing of the services until the contract period
were almost over. The continued use by them of their privileges under the contract, with the apparent consent of EMI, belies
any intention to cancel or rescind it, even as they felt that they ought to have received more than what they got.
2014A
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, he‘s entitled to specific performance by ordering delivery of balance w/12% per
annum interest from Apr. 28, 1965 & if such can‘t be done, to rescind mortgage.
Court issued TRO.
CASE NOTE: HARMONIZING UP CASE WITH EDS MARKETING:
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 Tolentino‘s 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 it‘s 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)
Issues & Ratio:
1.WON ISB‘s defenses in its failure to fulfill its obligation are acceptable – NO
In reciprocal obligations such as in this case, obligation/promise of each party is the consideration for that of the other. When
one party has performed or is ready & willing to perform his part, the other party who has not yet performed or is not ready &
willing incurs in delay (CC Art. 1169). Thus, consideration for Tolentino‘s promise to pay was ISB‘s obligation to furnish P80k
loan. Oblig began when Tolentino executed real estate mortgage and it lasted until Central Bank issued Resolution No. 967
w/c made it legally impossible for ISB to furnish the balance. Resolution No. 1049 can‘t interrupt ISB‘s default in complying
w/its oblig since it did not prohibit bank from releasing the loan balance of loan agreements previously contracted.
Fact that Tolentino demanded & accepted the refund of pre-deducted 6-month interest of P4,800 can‘t 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 can‘t 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 can‘t rely merely on the customer‘s 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 can‘t 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
CENTRAL BANK V. CA, 139 SCRA 46
But only for the P63k balance w/c ISB failed to deliver.
CASE SUMMARY
Tolentino made a loan from Island Savings Bank secured by a mortgage. The Bank did not release the whole amount but only
a portion thereof. Later, the Bank experienced liquidity problems and the Monetary Board of Central Bank prohibited it from
making new loans and much later, from doing business in the Philippines. Thereafter, the Acting Superintendent of Central
Bank took charge of its assets. Upon expiration of the loan term, the Bank filed extrajudicial foreclosure of the mortgage. W as
there a perfected contract of loan when only a portion of the amount was delivered?
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, he‘s not entitled to recission since he‘s 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, ISB’s liability for damages is offset by Tolentino’s liability for
damages in the form of penalties & surcharges.
FACTS
Apr 28, 1965: Tolentino‘s 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 gov‘t 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 ISB‘s assets.
Aug. 1, 1968: due to Tolentino‘s 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, they‘re 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 Tolentino‘s real estate mortgage can‘t 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 debtor‘s 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 there‘s partial failure of consideration, the mortgage becomes unenforceable
to the extent of such failure.
The mortgage can‘t 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. 2089‘s 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
2014A
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.
CHAVES V. GONZALES, 32 SCRA 547
FACTS:
In the early part of July, 1963, the plaintiff delivered to the defendant, who is a typewriter repairer, a portable typewriter for
routine cleaning and servicing. The defendant was not able to finish the job after some time despite repeated reminders made
by the plaintiff. The defendant merely gave assurances, but failed to comply with the same. In October, 1963, the defendant
asked from the plaintiff the sum of P6.00 for the purchase of spare parts, which amount the plaintiff gave to the defendant.
On October 26, 1963, after getting exasperated with the delay of the repair of the typewriter, the plaintiff went to the house of
the defendant and asked for the return of the typewriter. The defendant delivered the typewriter in a wrapped package. On
reaching home, the plaintiff examined the typewriter returned to him by the defendant and found out that the same was
in shambles, with the interior cover and some parts and screws missing. On October 29, 1963, the plaintiff sent a letter
to the dependant formally demanding the return missing parts, the interior cover and the sum of P6.00 (Exhibit D). The
following day, the defendant returned to the plaintiff some of the missing parts, the interior cover and the P6.00.
On August 29, 1964, the plaintiff had his typewriter repaired by Freixas Business Machines, and the repair job cost him a total
of P89.85, including labor and materials
On August 23, 1965, the plaintiff commenced this action before the City Court of Manila, demanding from the defendant the
payment of P90.00 as actual and compensatory damages, P100.00 for temperate damages, P500.00 for moral damages, and
P500.00 as attorney's fees.
"In his answer as well as in his testimony given before this court, the defendant made no denials of the facts narrated above,
except the claim of the plaintiff that the typewriter was delivered to the defendant through a certain Julio Bocalin, which the
defendant denied allegedly because the typewriter was delivered to him personally by the plaintiff.
"The repair done on the typewriter by Freixas Business Machines with the total cost of P89.85 should not, however, be fully
chargeable against the defendant. The repair invoice, Exhibit C, shows that the missing parts had a total value of only P31.10.
Judgment was rendered ordering the defendant to pay the plaintiff the sum of P31.10, and the costs of suit.
The error of the court a quo, according to the plaintiff-appellant, Rosendo O. Chaves, is that it awarded only the value of the
missing parts of the typewriter, instead of the whole cost of labor and material that went into the repair of the
machine, as provided for in Article 1167 of the Civil Code, reading as follows:
"Art. 1167. If a person obliged to do something fails to do it, the same shall be executed at his cost.
"This same rule shall be observed if he does it in contravention of the tenor of the obligation. Furthermore, it may be decreed
that what has been poorly done be undone."
On the other hand, the position of the defendant-appellee, Fructuoso Gonzales, is that he is not liable at all, not even for the
sum of P31.10 because his contract with plaintiff-appellant did not contain a period, so that plaintiff appellant did not
contain a period, so that plaintiff-appellant should have first filed a petition for the court to fix the period, under
Article 1197 of the Civil Code, within which the defendant-appellee could be held liable for breach of contract.
HELD:
The appealed judgment states that the "plaintiff delevered to the defendant... a portable typewriter for routine cleaning and
servicing"; that the "defendant was not able to finish the job after some time despite repeated reminders made by the
plaintiff"; that the "defendant merely gave assurances, but failed to comply with the same"; and that "after getting exasperated
with the delay of the repair of the typewriter," the plaintiff went to the house of the defendant and asked for its return, which
was done. The inferences derivable from these findings of fact are that the appellant and the appellee had a perfected
contract for cleaning and servicing a typewriter; that, they intended that the defendant was to finish it at some future
time, although such time was not specified; and that such time had, passed without the work having been
accomplished, for the defendant returned the typewriter cannibalized and unrepaired, which in itself is a breach of his
obligation, without demanding that he should be given more time to finish the job, or compensation for the work he
had already done. The time for compliance having evidently expired, and there being a breach of contract by nonperformance, it was academic for the plaintiff to have first petitioned the court to fix a period for the performance of
the contract before filing his complaint in this case. Defendant cannot invoke Article 1197 of the Civil Code for he
virtually admitted nonperformance by returning the typewriter that he was obliged to repair in a non-working
condition, with essential parts missing. The fixing of a period would thus be a mere formality and would serve no
purpose that to delay (cf. Tiglao, et al. v. Manila Railroad Co., 98 Phil. 181).
It is clear that the defendant-appellee contravened the tenor of his obligation because he not only did not repair the
typewriter but returned it "in shambles," according to the appealed decision. For such contravention, as appellant
contends, he is liable under Article 1167 of the Civil Code, jam quot, for the cost of executing the obligation in a proper
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.
ENCARNACION V. BALDOMAR, 77:470
FACTS:
Vicente Singson Encarnacion leased his house to Jacinta Baldomar and her son, Lefrando Fernando upon a month-to-month
basis. After Manila was liberated in the last war, Singson Encarnacio notified Baldomar and her son Fernando to vacate the
house because he needed it for his office as a result of the destruction of the building where he had his office before. Despite
the
demand,
Baldomar
and
Fernando
continued
their
occupancy.
The defense of Baldomar and Fernando was that the contract with Singson Encarnacion authorized them to continue
occupancy indefinitely while they should faithfully fulfill their obligation with respect to payment of rentals. Singson Encarnacion
contended that the lease had always and since the beginning been upon a month-to-month basis.
ISSUE:
Was it
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
that a term be fixed by the courts under the provisions of article 1128 with respect to obligations which, as is the present, are
terminable at the will of the obligee.
ISSUES:
Whether or not the parties have agreed upon the duration of the lease, and that the lease depends upon the will of the lessee.
HELD:
YES, the parties have agreed upon a term hence Art. 1581 is inapplicable. The legal term cannot be applied under Art 1581 as
it appears that there was actually an agreement between the parties as to the duration of the lease, albeit implied that the
lease is to be dependent upon the will of the lessee. It would be absurd to accept the argument of the plaintiff that the contract
was terminated at its notice, given this implication.
Interestingly, the contract should not be understood as one stipulated as a life tenancy, and still less as a perpetual lease since
the terms of the contract express nothing to this effect, even if they implied this idea. If the lease could last during such time as
the lessee might see fit, because it has been so stipulated by the lessor, it would last, first, as long as the will of the lessee —
that is, all his life; second, during all the time that he may have succession, inasmuch as he who contracts does so for himself
and his heirs. (Art. 1257 of the Civil Code.) The lease in question does not fall within any of the cases in which the rights and
obligations arising from a contract cannot be transmitted to heirs, either by its nature, by agreement, or by provision of law.
Moreover, being a lease, then it must be for a determinate period. (Art. 1543.) By its very nature it must be temporary, just as
by reason of its nature, an emphyteusis must be perpetual, or for an unlimited period. (Art. 1608.)
The duration of the lease does not depend solely upon the will of the Lessee (defendant).
It cannot be concluded that the termination of the contract is to be left completely at the will of the lessee simply because it has
been stipulated that its duration is to be left to his will.
The Civil Code has made provision for such a case in all kinds of obligations. In speaking in general of obligations with a term
it has supplied the deficiency of the former law with respect to the "duration of the term when it has been left to the will of the
debtor," and provides that in this case the term shall be fixed by the courts. (Art. 1128, sec. 2.) In every contract, as laid down
by the authorities, there is always a creditor who is entitled to demand the performance, and a debtor upon whom rests the
obligation to perform the undertaking. In bilateral contracts the contracting parties are mutually creditors and debtors. Thus, in
this contract of lease, the lessee is the creditor with respect to the rights enumerated in article 1554, and is the debtor with
respect to the obligations imposed by articles 1555 and 1561. The term within which performance of the latter obligation is due
is what has been left to the will of the debtor. This term it is which must be fixed by the courts.
The only action which can be maintained under the terms of the contract is that by which it is sought to obtain from the judge
the determination of this period, and not the unlawful detainer action which has been brought — an action which presupposes
the expiration of the term and makes it the duty of the judge to simply decree an eviction. To maintain the latter action it is
sufficient to show the expiration of the term of the contract, whether conventional or legal; in order to decree the relief to be
granted in the former action it is necessary for the judge to look into the character and conditions of the mutual undertakings
with a view to supplying the lacking element of a time at which the lease is to expire.
2014A
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.
LIM V. PEOPLE, 133 SCRA 333
Facts:
... The appellant is a businesswoman. On January 10, 1966, the appellant went to the house of Maria Ayroso and proposed to
sell Ayroso's tobacco. Ayroso agreed to the proposition of the appellant to sell her tobacco consisting of 615 kilos at P1.30 a
kilo. The appellant was to receive the overprice for which she could sell the tobacco. This agreement was made in the
presence of plaintiff's sister, Salud G. Bantug. Salvador Bantug drew the document, Exh. A, dated January 10, 1966.
XxxThis is to certify that I have received from Mrs. Maria de Guzman Vda. de Ayroso. of Gapan, Nueva Ecija, six hundred
fifteen kilos of leaf tobacco to be sold at Pl.30 per kilo. The proceed in the amount of Seven Hundred Ninety Nine Pesos and
50/100 (P 799.50) will be given to her as soon as it was sold.xxx
Whether or not the Honorable Court of Appeals was legally right in holding that the foregoing document (Exhibit "A") "fixed a
period" and "the obligation was therefore, immediately demandable as soon as the tobacco was sold" (Decision, p. 6) as
against the theory of the petitioner that the obligation does not fix a period, but from its nature and the circumstances it can be
inferred that a period was intended in which case the only action that can be maintained is a petition to ask the court to fi x the
duration thereof
Issue:
Whether the receipt, Exhibit "A", is a contract of agency to sell or a contract of sale of the subject tobacco between petitioner
and the complainant, Maria de Guzman Vda. de Ayroso, thereby precluding criminal liability of petitioner for the crime charged.
Held:
Contract of agency,
The lower court‘s 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.
PHILBANKING V. LUI SHE, 21 SCRA 53
ARANETA INC V. PHIL. SUGAR ESTATES, 20 SCRA 330
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 Justina‘s 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 Justina‘s properties.
Issue:
WON the contracts were freely entered into? YES
while the seller for its part will —
Construct streets on the NE and NW and SW sides of the land herein sold so that the latter will be a block
surrounded by streets on all four sides; and the street on the NE side shall be named "Sto. Domingo Avenue;"
The buyer, Philippine Sugar Estates Development Co., Ltd., finished the construction of Sto. Domingo Church and Convent,
but the seller, Gregorio Araneta, Inc., which began constructing the streets, is unable to finish the construction of the street in
the Northeast side named (Sto. Domingo Avenue) because a certain third-party, by the name of Manuel Abundo, who has
been physically occupying a middle part thereof, refused to vacate the same; hence, on May 7, 1958, Philippine Sugar Estates
Development Co., Lt. filed its complaint against J. M. Tuason & Co., Inc., and instance, seeking to compel the latter to comply
with their obligation, as stipulated in the above-mentioned deed of sale, and/or to pay damages in the event they failed or
refused to perform said obligation.
Both defendants J. M. Tuason and Co. and Gregorio Araneta, Inc. answered the complaint, the latter particularly setting up the
principal defense that the action was premature since its obligation to construct the streets in question was without a definite
period which needs to he fixed first by the court in a proper suit for that purpose before a complaint for specific performance
will prosper.
The lower court rendered a decision giving defendant Gregorio Araneta, Inc., a period of two (2) years from notice hereof,
within which to comply with its obligation under the contract. Defendant Gregorio Araneta, Inc. presented a motion to
reconsider the above quoted order, which motion, plaintiff opposed.
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Gregorio Araneta, Inc. contended mainly that the relief granted, i.e., fixing of a period, under the amendatory decision of July
16, 1960, was not justified by the pleadings and not supported by the facts submitted at the trial of the case in the court below
and that the relief granted in effect allowed a change of theory after the submission of the case for decision.
Ruling on the above contention, the appellate court declared that the fixing of a period was within the pleadings and that there
was no true change of theory after the submission of the case for decision since defendant-appellant Gregorio Araneta, Inc.
itself squarely placed said issue by alleging in paragraph 7 of the affirmative defenses contained in its answer which reads —
7. Under the Deed of Sale with Mortgage of July 28, 1950, herein defendant has a reasonable time within which
to comply with its obligations to construct and complete the streets on the NE, NW and SW sides of the lot in
question; that under the circumstances, said reasonable time has not elapsed;
ISSUE:
WON fixing a period for Araneta fulfill the obligation was justified
HELD: NO
RATIO:
The decision of the Court of Appeals, affirming that of the Court of First Instance is legally untenable. The fixing of a period by
the courts under Article 1197 of the Civil Code of the Philippines is sought to be justified on the basis that petitioner (defendant
below) placed the absence of a period in issue by pleading in its answer that the contract with respondent Philippine Sugar
Estates Development Co., Ltd. gave petitioner Gregorio Araneta, Inc. "reasonable time within which to comply with its
obligation to construct and complete the streets." Neither of the courts below seems to have noticed that, on the
hypothesis stated, what the answer put in issue was not whether the court should fix the time of performance, but
whether or not the parties agreed that the petitioner should have reasonable time to perform its part of the bargain. If
the contract so provided, then there was a period fixed, a "reasonable time;" and all that the court should have done was to
determine if that reasonable time had already elapsed when suit was filed if it had passed, then the court should declare that
petitioner had breached the contract, as averred in the complaint, and fix the resulting damages. On the other hand, if the
reasonable time had not yet elapsed, the court perforce was bound to dismiss the action for being premature. But in no case
can it be logically held that under the plea above quoted, the intervention of the court to fix the period for
performance was warranted, for Article 1197 is precisely predicated on the absence of any period fixed by the parties.
Even on the assumption that the court should have found that no reasonable time or no period at all had been fixed (and the
trial court's amended decision nowhere declared any such fact) still, the complaint not having sought that the Court should
set a period, the court could not proceed to do so unless the complaint in as first amended; for the original decision
is clear that the complaint proceeded on the theory that the period for performance had already elapsed, that the
contract had been breached and defendant was already answerable in damages.
2014A
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.
RONQUILLO V. CA, 132 SCRA 274
All that the trial court's amended decision says in this respect is that "the proven facts precisely warrant the fixing of such a
period," a statement manifestly insufficient to explain how the two period given to petitioner herein was arrived at.
It must be recalled that Article 1197 of the Civil Code involves a two-step process. The Court must first determine that
"the obligation does not fix a period" (or that the period is made to depend upon the will of the debtor)," but from the
nature and the circumstances it can be inferred that a period was intended" (Art. 1197, pars. 1 and 2). This preliminary
point settled, the Court must then proceed to the second step, and decide what period was "probably contemplated by
the parties" (Do., par. 3). So that, ultimately, the Court can not fix a period merely because in its opinion it is or should be
reasonable, but must set the time that the parties are shown to have intended. As the record stands, the trial Court appears to
have pulled the two-year period set in its decision out of thin air, since no circumstances are mentioned to support it. Plainly,
this is not warranted by the Civil Code.
In this connection, it is to be borne in mind that the contract shows that the parties were fully aware that the land described
therein was occupied by squatters, because the fact is expressly mentioned therein. As the parties must have known that they
could not take the law into their own hands, but must resort to legal processes in evicting the squatters, they must have
realized that the duration of the suits to be brought would not be under their control nor could the same be determined in
advance. The conclusion is thus forced that the parties must have intended to defer the performance of the obligations under
the contract until the squatters were duly evicted, as contended by the petitioner Gregorio Araneta, Inc.
The Court of Appeals objected to this conclusion that it would render the date of performance indefinite. Yet, the
circumstances admit no other reasonable view; and this very indefiniteness is what explains why the agreement did not specify
any exact periods or dates of performance.
It follows that there is no justification in law for the setting the date of performance at any other time than that of the eviction of
the squatters occupying the land in question; and in not so holding, both the trial Court and the Court of Appeals committed
reversible error. It is not denied that the case against one of the squatters, Abundo, was still pending in the Court of Appeals
when its decision in this case was rendered.
In view of the foregoing, the decision appealed from is reversed, and the time for the performance of the obligations of
petitioner Gregorio Araneta, Inc. is hereby fixed at the date that all the squatters on affected areas are finally evicted
therefrom.
Facts: INDIVIDUALLY AND JOINTLY IS SOLIDARY CASE
Ernesto Ronquillo (―Ronquillo‖) was one of four defendants in a Civil Case filed by respondent Antonio So (―So‖) for the
collection of P118,498.98, the value of the check issued by the said defendant in payment for foodstuffs delivered to and
received by them. The said checks were dishonored by the drawee bank.
The lower court rendered a decision based on the compromise agreement by the parities. The agreement reduced the claim to
P110,000 and bound the defendants to initially pay P55,000 of the debt before December 24, 1978. The defendants agreed to
pay the balance ―individually and jointly‖ within a period of six months or before June 30, 1980.
So filed a Motion for Execution on the ground that the defendants failed to make the initial payment of P55,000 as provided i n
the abovementioned decision. Ronquillo opposed the motion for execution alleging that his inability to make the payment was
due to So‘s own act of making himself inaccessible.
Ronquillo tendered the amount of P13,750 as his share of the P55,000 initial payment. Another defendant, Pilar Tan (―Tan‖)
offered to pay the same amount. Because So refused to accept their payments, demanding the full initial payment. Ronquillo
and Tan deposited the amount with the court. The court ordered the issuance of a writ of execution for the balance of the ini tial
amount payable to the two other defendants.
So sought the reconsideration of the Order and prayed for the execution of the decision in its entirety against all defendants,
jointly and severally. So opposed the motion arguing that the lower court held that the liability of the 4 defendants was not
expressly declared to be solidary, consequently each defendant is obliged to pay only his own pro-rata or 1/4 of the amount
due and payable.
A writ of execution was issued by the court for the payment of P82,500 [P55,000 (balance from the whole debt) + 27500
(unpaid shares of initial payment from two other defendants or P13,750 + P13750)] against the properties of the defendants
including Ronquillo, ―singly or jointly liable.‖ The sheriff issued a notice for the sale of certain furniture and appliances found in
Ronquillo‘s residence to satisfy the sum of P82,500.
Issue:
W/N the liability of the 4 defendants including Ronquillo solidary.
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, Peñamante.
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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.
MALAYAN INSURANCE V. CA, 165 SCRA 536
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 Choy‘s Willy‘s 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 o‘clock 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 attorney‘s 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 Malayan‘s 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, Peñamante.
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its implementation.
On 14 October 1982, RCBC pursued its claims with the Trial Court and filed, unopposed, a Motion for Summary Judgment in
CV-42333, a motion for extension to file said opposition having been earlier withdrawn. RCBC contended that respondents
PBM and Ching had not denied their indebtedness to RCBC and, therefore, no genuine issue was raised in the pleadings.
On 25 November 1982, the CFI rendered such summary judgment** in RCBC's favor, declaring:
WHEREFORE, judgment is hereby rendered against the defendants (PBM and Ching) in favor of plaintiff (RCBC)
ordering defendants to pay plaintiff jointly and severally the following:
a) P7,982,649.08 inclusive of interest, service charges and penalties as of August 7, 1981 on
account of their liability in solidum arising from the trust receipts and comprehensive surety
agreements plus such other additional amount by way of interest, service charges and penalties
from August 7,1981 until fully paid; and
b) P10,000.00 as attorney's fees.
With costs against the defendants.
SO ORDERED (p. 192, Original Record).
On appeal, respondent Court of Appeals,*** ruling that it was precipitate and improper for the lower Court to have continued
with the proceedings despite the SEC Order of suspension, set aside the lower Court Decision and ordered it to hold in
abeyance the determination of the merits invoked in CV-42333 pending the outcome of SEC Case No. 2250. On 6 October
1988, the Appellate Court denied RCBC's Motion for Reconsideration.
Hence, this Petition for Review, to which we gave due course on 31 May 1989, and required the filing of Memoranda by the
parties, the last of which was submitted on 27 July 1989.
RCBC takes the position that the SEC injunctive Order pertains and affects only PBM, the corporation under rehabilitation, and
that its right, as creditor, to proceed against respondent Ching, as Surety, is not affected by said Order. In fine, RCBC avers
that to hold the injunctive Order applicable to both respondents PBM and Ching is to deprive RCBC of its right to proceed
against the Surety based on the latter's separate and independent undertaking.
PBM and Ching counter that the liabilities incurred by PBM were corporate in character and, hence, as a corporate officer,
Alfredo Ching cannot be held liable therefor; that the pendency of SEC Case No. 2250 and the rendition of an Order therein on
26 April 1988 implementing respondent PBM's rehabilitation plan must necessarily benefit the Surety, inasmuch as payment of
PBM obligations must be made pursuant to that plan; and that the liability of the Surety can not be more than what would
remain after payment of all the obligations of the principal. Moreover, they continue, it is usual for majority stockholders to act
as co-signors with their respective corporations where promissory notes, collaterals or guaranty or security agreements are
involved. Respondent Ching's action may, it is claimed, be classified as a corporate act.
ISSUE:
Will a Securities and Exchange Commission (SEC) Order suspending, during the pendency of a rehabilitation proceeding,
payment of all claims against the principal debtor bar or preclude the creditor from recovering from the surety?
HELD:
NO. 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).
That there exists a Comprehensive Surety Agreement between RCBC and respondent Ching is admitted. There is no
escaping the attendant liability that binds respondent Ching, as Surety. He is charged as an original promissor by virtue of his
primary obligation under the Suretyship Agreement. That Agreement is bare of words imputing to respondent Ching any
liability other than that of a Surety who binds himself to insure a debt in his personal capacity, lacking consideration therefor
notwithstanding (p. 94, Original Record). That respondent Ching acted for and on behalf of respondent PBM as part of its
usual corporate procedure is not supported by the evidence nor the pleadings on record, nor the Agreement itself .We can not
give any additional meaning to the plain language of the subject agreement. It is basic that the parties are bound by the terms
of their contract, which is the law between them. 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.
Neither can respondent Ching seek refuge behind the SEC injunctive Order. Under Section 3 of P.D. 902-A, as amended by
P.D. 1758, the Commission is given absolute jurisdiction, supervision and control only over corporations or associations, which
are grantees of a primary franchise and/or a license or permit issued by the government to operate in the Philippines. The SEC
injunctive Order can not effect a suspension of payment of respondent Surety's due and demandable obligation, it being clear
therefrom that the rehabilitation receivers were limited "to tak(ing) custody and control over all the existing assets and property
of PBM." Nothing in said Order puts respondent Ching within its scope.
2014A
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
Solidary Obligation distinguished from joint obligation
QUIOMBING V. CA, 189 SCRA 325
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
The concept of the solidary obligation requires a brief restatement. Distinguishing it from the joint obligation, Tolentino
makes the following observations in his distinguished work on the Civil Code: A joint obligation is one in which each of the
debtors is liable only for a proportionate part of the debt, and each creditor is entitled only to a proportionate part of the credit.
A solidary obligation is one in which each debtor is liable for the entire obligation, and each creditor is entitled to demand the
whole obligation. Hence, in the former, each creditor can recover only his share of the obligation, and each debtor can be
made to pay only his part; whereas, in the latter, each creditor may enforce the entire obligation, and each debtor may be
obliged to pay it in full.
The same work describes the concept of active solidarity thus: The essence of active solidarity consists in the authority of
each creditor to claim and enforce the rights of all, with the resulting obligation of paying every one what belongs to him; there
is no merger, much less a renunciation of rights, but only mutual representation.
(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.
INCIONG V. CA, 257 SCRA 578
DOCTRINE
Where the promissory note expressly states that the three signatories therein are jointly and severally liable, any one, some or
all of them may be proceeded against for the entire obligation - the choice is left to the solidary creditor to determine against
whom he will enforce collection.
FACTS
Baldomero Inciong, Jr. executed a promissory note for P50,000.00 together with Rene C. Naybe and Gregorio D. Pantanosas
on February 3, 1983, holding themselves jointly and severally liable to private respondent Philippine Bank of Communications
[PBC/the bank], Cagayan de Oro City branch. The promissory note was due on May 5, 1983.
The due date expired without the promissors having paid their obligation, consequently several letters of demand were sent via
telegram (on November 14, 1983; June 8, 1984), with the final letter of demand sent by registered mail on December 11, 1984
to Rene C. Naybe. Since both obligors did not respond to the demands made, the bank filed on January 24, 1986 a complaint
for collection of the sum of P50,000.00 against the three obligors.
The complaint was initially dismissed on On November 25, 1986, for failure to prosecute the case. On reconsideration,
January 9, 1987, the lower court reversed and required the sheriff to serve the summonses. On January 27, 1987, the lower
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
attorneyÊs 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 latter‘s 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 petitioner‘s 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. Petitioner‘s 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-maker’s of the promissory note did not release Inciong’s 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, Peñamante.
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Petitioner signed the promissory note as a solidary co-maker and not as a guarantor. This is patent even from the first
sentence of the promissory note.10
A solidary or joint and several obligation is one in which each debtor is liable for the entire obligation, and each creditor is
entitled to demand the whole obligation. On the other hand, Article 2047 of the Civil Code states: By guaranty a person, called
the guarantor, binds himself to the creditor to fulfill the obligation of the principal debtor in case the latter should fail to do so.
If a person binds himself solidarily with the principal debtor, the provisions of Section 4, Chapter 3, Title I of this Book shall be
observed. In such a case the contract is called a suretyship.
While a guarantor may bind himself solidarily with the principal debtor, the liability of a guarantor is different from that of a
solidary debtor. Thus, Tolentino explains: A guarantor who binds himself in solidum with the principal debtor under the
provisions of the second paragraph does not become a solidary co-debtor to all intents and purposes. There is a difference
between a solidary co-debtor and a fiador in solidum (surety). The latter, outside of the liability he assumes to pay the debt
before the property of the principal debtor has been exhausted, retains all the other rights, actions and benefits which pertain
to him by reason of the fiansa; while a solidary co-debtor has no other rights than those bestowed upon him in Section 4,
Chapter 3, Title I, Book IV of the Civil Code
Section 4, Chapter 3, Title I, Book IV of the Civil Code states the law on joint and several obligations. Under Art. 1207 thereof,
when there are two or more debtors in one and the same obligation, the presumption is that the obligation is joint so that each
of the debtors is liable only for a proportionate part of the debt. There is a solidary liability only when the obligation expressly
so states, when the law so provides or when the nature of the obligation so requires.
Because the promissory note involved in this case expressly states that the three signatories therein are jointly and severally
liable, any one, some or all of them may be proceeded against for the entire obligation. The choice is left to the solidary
creditor to determine against whom he will enforce collection. Consequently, the dismissal of the case against Judge
Pantanosas may not be deemed as having discharged petitioner from liability as well. As regards Naybe, suffice it to say that
the court never acquired jurisdiction over him. Petitioner, therefore, may only have recourse against his co-makers, as
provided by law.
2014A
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)
PNB v. Independent Planters, 122 SCRA 113
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Nevertheless, damages shall be paid if the obligor refuses to pay the penalty or is guilty of fraud in the
fulfillment of the obligation.
The penalty may be enforced only when it is demandable in accordance with the provisions of this
Code. (1152a)
BACHRACH V. ESPIRITU, 52 PHIL. 346
DOCTRINE
Article 1152 of the Civil Code permits the agreement upon a penalty apart from the interest. Should there be such an
agreement, the penalty, as was held in the case of Lopez vs. Hernaez (32 Phil., 631), does not include the interest, and as
such the two are different and distinct things which may be demanded separately. The penalty is not to be added to the
interest for the determination of whether the interest exceeds the rate fixed by the law, since said rate was fixed only for the
interest.
When the obligation has been partly performed, article 1154 of the Civil Code authorizes the court to reduce the penalty
imposed therein.
FACTS:
This is a consolidated case(Cases no. 28497 and 28948) involving two separate sale transactions. One made in Feb. 18, 1925
(case 28498), when the defendant earlier bought a truck on installment from the petitioner and said truck was mortgaged
together with the two others (no. 77197 & 92744 in the the subsequent sale transaction dated July 28, 1925. The said two of
the other trucks were also purchased (but already paid previously) from the plaintiff.
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 attorney‘s fees.
Petitioner Corporation questions the award of P20,000.00 nominal damages and P5,000.00 attorney‘s 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
owner‘s 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 Corporation‘s 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.
PAMINTUAN V. CA, 94 SCRA 556
The appellants contend that trucks 77197 and 92744 were not mortgaged, because, when the defendant signed the mortgage
deeds these trucks were not included in those documents, and were only put in later, without defendant's knowledge.
Appellants also alleged that on February 4, 1925, the defendant sold his rights in said trucks Nos. 77197 and 92744 to the
intervenor, and that as the latter did not sign the mortgage deeds, such trucks cannot be considered as mortgaged. But there
is positive proof that they were included at the time the defendant signed these documents. Besides, there were presented two
of defendant's letters to Hidalgo, an employee of the plaintiff's written a few days before the transaction, acquiescing in the
inclusion of all his White trucks already paid for, in the mortgage (Exhibit H-I).
ISSUE:
Whether the 25% penalty upon the debt in addition to the 25% p.a. is usurious. (NOTE: Art. 1226 would be whether a penalty
clause be allowed to be imposed separately from the interest.)
Ruling:
No (NOTE: yes on Art. 1226), Article 1152 of the Civil Code permits the agreement upon a penalty apart from the interest.
Should there be such an agreement, the penalty, as was held in the case of Lopez vs. Hernaez (32 Phil., 631), does not
include the interest, and which may be demanded separately. The penalty is not to be added to the interest for the
determination of whether the interest exceeds the rate fixed by the law, since said rate was fixed only for the interest. But
considering that the obligation was partly performed, and making use of the power given to the court by article 1154 of the Civil
Code, this penalty is reduced to 10 per cent of the unpaid debt. The penalty is however reduced from 25 % upon the sum
owed, the defendants need pay only 10 % thereon as penalty. (Judgment appealed from is affirmed in all other respects).
BALANE NOTE
Is not a penal clause because the interest imposed is even lower than the legal rate of interest, ―that‘s not a penalty, that‘s a
reward!‖
ROBES-FRANCISCO V. CFI, 86 SCRA 59
DOCTRINE
A contract of sale which stipulate payment of interest at 4% per annum in case vendor fails to issue a certificate of title to
vendee is not a penal clause because even without it vendee would be entitled to interest at the legal rate of 6% per annum.—
The foregoing argument of petitioner is totally devoid of merit. We would agree with petitioner if the clause in question were to
be considered as a penal clause. Nevertheless, for very obvious reasons, 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. It is therefore inconceivable that the aforecited
provision in the deed of sale is a penal clause which will preclude an award of damages to the vendee Millan. In fact the clause
is so worded as to work to the advantage of petitioner corporation.
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
company‘s 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, 1960·140 cases, size 48
inches by 50 yards.
November 14, 1960·258 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
(3) Firm Offers Nos. 329 and 343 for
175,000 and 18,440 yards valued at
$22,445 and $2,305, respectively, and
(4) Firm Offer No. 330 for 26,000 yards
valued at $5,200.
November 15, 1960·11 cases out of
352 cases.
November 15, 1960·10 cases out of
100 cases.
November 15, 1960·30 cases out of
100 cases.
(2) 37 cases containing 18,440 yards
valued at $2,305;
(3) 60 cases containing 30,000 yards
valued at $5,400 and
(4) 83 cases containing 40,850 yards
valued at $5,236.97.
TOTAL : 339,440 yards with an
aggregate value of $47,000 (pp. 4-5
and 239-40, Record on Appeal).
TOTAL : 449 cases out of 1,044 cases.
[224,150 yards valued at P163,047.87,
of inferior quality]
TOTAL: 115,290 yards valued
$18,141.9 or P102,502.13.
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 company‘s 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 attorney‘s 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 Tolentino‘s 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.
COUNTRY BANKERS V. CA, 201 SCRA 458
DOCTRINE/S
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.—A provision which calls for the forfeiture of the remaining deposit still in the possession
of the lessor, without prejudice to any other obligation still owing, in the event of the termination or cancellation of the
agreement by reason of the lessee’s 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. 199–200) 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.
Exceptions to the rule that the penalty shall substitute the indemnity for damages and the payment of interests in case of noncompliance with the principal obligation.—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).
FACTS
Oscar Ventanilla Enterprises Corporation (OVEC), as lessor, and Enrique F. Sy, as lessee, entered into a lease agreement
over the Avenue, Broadway and Capitol Theaters and the land on which they are situated in Cabanatuan City; including their
air-conditioning systems, projectors and accessories needed for showing the films or motion pictures. The term of the lease
was for six (6) years commencing from June 13, 1977 and ending June 12, 1983. After more than two (2) years of operati on of
the Avenue, Broadway and Capitol Theaters, the lessor OVEC made demands for the repossession of the said leased
properties in view of the Sy‘s arrears in monthly rentals and non-payment of amusement taxes. On August 8, 1979, OVEC and
Sy had a conference and by reason of Sy‘s request for reconsideration of OVEC‘s demand for repossession of the three (3)
theaters, the former was allowed to continue operating the leased premises upon his conformity to certain conditions imposed
by the latter in a supplemental agreement dated August 13, 1979.
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, Sy‘s 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 lessee‘s 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Sy filed an action for reformation of the lease agreement, damages and injunction. He regained possession and operation of
the theaters.
Sy argued that
(1)
(2)
(3)
(4)
the amount of deposit—P600,000.00 as agreed upon, P300,000.00 of which was to be paid o1n June 13,
1977 and the balance on December 13, 1977—was 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 it‘s ―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 Sy‘s filing of a
P500,000.00 bond supplied by Country Bankers Insurance Corporation (CBISCO).
OVEC alleged in its answer by way of counterclaims,
(1)
that by reason of Sy‘s violation of the terms of the subject lease agreement, OVEC became authorized to
enter and possess the three theaters in question and to terminate said agreement and the balance of the
deposits given by Sy to OVEC had thus become forfeited;
(2)
that OVEC would be losing P50,000.00 for every month that the possession and operation of said three
theaters remain with Sy and that OVEC incurred P500,000.00 for attorney‘s service.
The RTC held that Sy is not entitled to the reformation of the lease agreement; that the repossession of the leased premises
by OVEC after the cancellation and termination of the lease and forfeiture of the cash deposit was in accordance with the
lease agreement and the law applicable thereto.
The RTC further held that Sy was not entitled to the writ of preliminary injunction issued in his favor after the commencement
of the action and that the injunction bond filed by Sy is liable for whatever damages OVEC may have suffered by reason of the
injunction. The lessor was deprived of the possession and enjoyment of the leased premises and also suffered damages as a
result of the filing of the case by Sy and his violation of the terms and conditions of the lease agreement. Hence, it held that
OVEC is entitled to recover the said damages in addition to the arrears in rentals and amusement tax delinquency of Sy and
the accrued interest thereon:
OVEC finally regained the possession of the three (3) theaters under lease at the end of November, 1980, and
Sy‘s unpaid rentals and amusement tax liability amounted to P289,534.78.,
To pay P10,000.00 every month from February to November, 1980 or the total amount of P100,000.00 with
interest on each amount of P1 0,000.00 from the time the same became due; This P10,000.00 portion of the
monthly lease rental was supposed to come from the remaining cash deposit of Sy but with the
consequent forfeiture of the remaining cash deposit of P290,000.00, there was no more cash deposit
from which said amount could be deducted.
Attorney‘s fees equivalent to 10% of the amounts above-mentioned.
Through the injunction bond liable to pay the sum of P10,000.00 every month from February to November, 1980.
The amount represents the supposed increase in rental from P50,000.00 to P60,000.00 in view of the offer of
one RTG Productions, Inc. to lease the three theaters involved for P60,000.00 a month.
On appeal to the CA, the court affirmed and declared as lawful: the cancellation of the lease agreement, the forfeiture clause;
ordered the payment of unremitted amusement tax, with interest at 12%/year in line with the lease agreement; the unpaid
monthly lease rentals, increase in rentals plus interest; and attorney‘s fees.
The court found no ambiguity in the provisions of the lease agreement. It held that the provisions are fair and reasonable and
therefore, should be respected and enforced as the law between the parties. It held that the cancellation or termination of the
agreement prior to its expiration period is justified as it was brought about by Sy‘s own default in his compliance with the terms
of the agreement and not ―motivated by fraud or greed.‖ It also affirmed the award to OVEC of the amount of P1 00,000.00
chargeable against the injunction bond posted by CBISCO, which was soundly and amply justified by the trial court.
2014A
other obligation still owing, in the event of the termination or cancellation of the agreement by reason of the lessee‘s 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. 199–200) 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 attorney‘s
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‖.
HEIRS OF MANUEL UY V. MEER CASTILLO, 697 SCRA 294 [2013]
DOCTRINE
In the absence of a showing that they expressly reserved the right to pay the penalty in lieu of the performance of their
obligation under the Kasunduan, respondents were correctly ordered by the RTC to execute and deliver a deed of conveyance
over their 60% share in the subject parcels in favor of petitiOners. Considering that the Kasunduan stipulated that respondents
would retain a portion of their share consisting of 1,750 square meters, said disposition should, however, be modified to give
full effect to the intention of the contracting parties. Since the parties also fixed liquidated damages in the sum of P50,000.00 in
case of breach, we find that said amount should suffice as petitioners' indemnity, without further need of compensation for
moral and exemplary damages. In obligations with a penal clause, the penalty generally substitutes the indemnity for damages
and the payment of interests in case of non-compliance.68 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 damages69
FACTS:
Respondent Mauricia Meer (together with her husband Felipe Castillo) owned four parcels of land located in Mayao, Lucena
City. Upon the death of Felipe, a deed of extrajudicial partition was made in favor of his heirs. Utilized as security for the
payment of a tractor purchased by Mauricia‘s nephew, Santiago Rivera, from Bormaheco, Inc., it appears, however, that the
subject properties were subsequently sold at a public auction where Insurance Corporation of the Philippines (ICP) tendered
the highest bid. Having consolidated its title, ICP likewise sold said parcels in favor of Philippine Machinery Parts
Manufacturing Co., Inc. (PMPMCI) which, in turn, caused the same to be titled in its name.
The respondent Court likewise found no merit in OVEC‘s 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Viewed in the light of the autonomous nature of contracts enunciated under Article 1306 of the Civil Code, on the other hand,
we find that the Kasunduan was correctly found by the RTC to be a valid and binding contract between the parties.
Obligations arising from contracts, after all, have the force of law between the contracting parties who are expected to abide in
good faith with their contractual commitments, not weasel out of them. Moreover, when the terms of the contract are clear and
leave no doubt as to the intention of the contracting parties, the rule is settled that the literal meaning of its stipulations should
govern. In such cases, courts have no authority to alter a contract by construction or to make a new contract for the parties.
Since their duty is confined to the interpretation of the one which the parties have made for themselves without regard to its
wisdom or folly, it has been ruled that courts cannot supply material stipulations or read into the contract words it does not
contain. Indeed, courts will not relieve a party from the adverse effects of an unwise or unfavorable contract freely entered into.
An accessory undertaking to assume greater liability on the part of the obligor in case of breach of an obligation, the foregoing
stipulation is a penal clause which serves to strengthen the coercive force of the obligation and provides for liquidated
damages for such breach. ―The obligor would then be bound to pay the stipulated indemnity without the necessity of proof of
the existence and the measure of damages caused by the breach.‖
2014A
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
respondent’s 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 debtor‘s 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)
LO V. CA, 411 SCRA 523 [2003]
FACTS:
At the core of the present controversy are two parcels of land with an office building constructed thereon, located at Bo.
Potrero, Malabon, Metro Manila.
Petitioner acquired the subject parcels of land in an auction sale from the Land Bank of the Philippines (Land Bank).
Private respondent National Onion Growers Cooperative Marketing Association, Inc., an agricultural cooperative, was the
occupant of the disputed parcels of land under a subsisting contract of lease with Land Bank. The lease was valid until
December 31, 1995.
Upon the expiration of the lease contract, petitioner demanded that private respondent vacate the leased premises and
surrender its possession to him. Private respondent refused on the ground that it was, at the time, contesting petitioner‘s
acquisition of the parcels of land in question in an action for annulment of sale, redemption and damages.
On February 23, 1996, petitioner filed an action for ejectment before the Metropolitan Trial Court and asked, inter alia, for the
imposition of the contractually stipulated penalty of P5,000 per day of delay in surrendering the possession of the property to
him. On September 3, 1996, the trial court decided the case in favor of petitioner.
On appeal to the Regional Trial Court of Malabon, the MTC decision was affirmed in toto. The Court of Appeals rendered its
assailed decision affirming the decision of the trial court, with the modification that the penalty imposed upon private
respondent for the delay in turning over the leased property to petitioner was reduced from P 5,000 to P 1000 per day.
ISSUE:
W/N the CA erred in reducing the penalty awarded by the trial court, the same having been stipulated by the parties in their
Contract of Lease?
HELD:
NO. The petition has no merit.
Generally, courts are not at liberty to ignore the freedom of the parties to agree on such terms and conditions as they see fit as
long as they are not contrary to law, morals, good customs, public order or public policy. Nevertheless, courts may equitably
reduce a stipulated penalty in the contract if it is iniquitous or unconscionable, or if the principal obligation has been
partly or irregularly complied with.
This power of the courts is explicitly sanctioned by Article 1229 of the Civil Code which provides:
Article 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.
The question of whether a penalty is reasonable or iniquitous is addressed to the sound discretion of the court and
depends on several factors, including, but not limited to, the following: the type, extent and purpose of the penalty, the
nature of the obligation, the mode of breach and its consequences, the supervening realities, the standing and
relationship of the parties.
In this case, the stipulated penalty was reduced by the appellate court for being unconscionable and iniquitous. As
provided in the Contract of Lease, private respondent was obligated to pay a monthly rent of P30,000. On the other hand, the
Art. 1231. Obligations are extinguished:
(1) By payment or performance:
(2) By the loss of the thing due:
(3) By the condonation or remission of the debt;
(4) By the confusion or merger of the rights of creditor and debtor;
(5) By compensation;
(6) By novation.
Other causes of extinguishment of obligations, such as annulment, rescission, fulfillment of a resolutory
condition, and prescription, are governed elsewhere in this Code. (1156a)
BALANE NOTE, OTHER CASES WHERE OBLIGATIONS ARE EXTINGUISHED
(7) annulment
(8) rescission
(9) fulfillment of a resolutory condition
(10) prescription
(11) death
(12) renunciation
(13) compromise
(14) arrival of resolutory term
(15) mutual dissent or mutual disistance (See saura v. DBP)
(16) unilateral withdrawal
(17) change of civil status
(18) rebus sic stantibus [Art 1267] – fortuitious event
(19) want of interest (see Tiu v. Platinum)
Non-involvent clause is invalid and no longer operable when the employer changes the nature of their business.
A chef previously subject of the clause, if during the period stated in the contract that he should not be involved
the employer changes his/her business, is no longer bound.
(20) judicial insolvency
SAURA V. DBP, 44 SCRA 445
Source: http://lextheorica.blogspot.com/2012/02/credit-transactions-digest.html
FACTS
Saura applied to the Rehabilitation Finance Corporation (RFC), before its conversion into DBP, for an industrial loan to be
used for construction of factory building, for payment of the balance of the purchase price of the jute machinery and equipment
and as additional working capital. In Resolution No.145, the loan application was approved to be secured first by mortgage on
the factory buildings, the land site, and machinery and equipment to be installed.
The mortgage was registered and documents for the promissory note were executed. The cancellation of the mortgage was
requested to make way for the registration of a mortgage contract over the same property in favor of Prudential Bank and Trust
Co., the latter having issued Saura letter of credit for the release of the jute machinery. As security, Saura execute a trust
receipt in favor of the Prudential. For failure of Saura to pay said obligation, Prudential sued Saura.
After 9 years after the mortgage was cancelled, Saura sued RFc alleging failure to comply with tits obligations to release the
loan proceeds, thereby prevented it from paying the obligation to Prudential Bank.
The trial court ruled in favor of Saura, ruling that there was a perfected contract between the parties ad that the RFC was guilty
of breach thereof.
ISSUE
Whether or not there was a perfected contract between the parties.
HELD
The Court held in the affirmative. Article 1934 provides: An accepted promise to deliver something by way of
commodatum or simple loan is binding upon the parties, but the commodatum or simple loan itself shall not be perfected until
delivery of the object of the contract.
There was undoubtedly offer and acceptance in the case. When an application for a loan of money was approved by resolution
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
of the respondent corporation and the responding mortgage was executed and registered, there arises a perfected consensual
contract
2014A
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, Peñamante.
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2014A
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 Cañoso, 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 Cañoso "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 Cañoso.
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
PRESBITERO V. CA, 217 SCRA 372
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 vendor‘s 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.
Leyva only paid parts of the obligation.
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, attorney‘s 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 Leyva‘s
argument that they constructively fulfilled the obligation which is rightfully due to him. (Trivia: It was Celerina, Juan‘s 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, Peñamante.
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obligors to respect the stipulation in permitting private respondent to assume the loan with the Philippine Veterans Bank whi ch
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 Leyva‘s 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 substantial
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.
Article 1235
Art. 1235. When the obligee accepts the performance, knowing its incompleteness or irregularity, and
without expressing any protest or objection, the obligation is deemed fully complied with. (n)
AZCONA V. JAMANDRE, 151 SCRA 317
Same; Same; Where landlord signs a receipt for P7,000.00 as rental payment ―as per contract‖ he cannot ask for cancellation
of the lease on the ground that the lessee did not pay the full rent of P 7,200.00 fixed in the contract. The landlord should have
made an express reservation for the deficiency. Rent deemed reduced to P 7,000.00.—After a study of the receipt as signed
by the petitioner and witnessed for the respondent, this Court has come to the conclusion, and so holds, that the amount of
P7,000.00 paid to by the respondent and received by the petitioner represented payment in full of the rental for the agricultural
year 1961–62. The language is clear enough: ―The amount of SEVEN THOUSAND PESOS (P7,000.00), Philippine Currency,
as payment for the rental corresponding to crop year 1961–62 . . . to the rental due on or before January 30, 1961, as per
contract.‖ The conclusion should be equally clear. The words ―as per contract‖ are especially significant as they suggest that
the parties were aware of the provisions of the agreement, which was described in detail elsewhere in the receipt. The rental
stipulated therein was P7,200.00. The payment being acknowledged in the receipt was P7,000.00 only. Yet no mention was
made in the receipt of the discrepancy and, on the contrary, the payment was acknowledged ―as per contract.‖ We read this as
meaning that the provisions of the contract were being maintained and respected except only for the reduction of the agreed
rental.
Same; Same; Same.—It seems to us that this meaning was adequately conveyed in the acknowledgment made by the
petitioner that this was ―payment for the rental corresponding to crop year 1961–62―and ―corresponds to the rentals due on or
before January 30, 1961, as per contract.‖ On the other hand, if this was not the intention, the petitioner does not explain why
he did not specify in the receipt that there was still a balance of P200.00 and, to be complete, the date when it was to be paid
by the respondent.
PAGSIBIGAN V. CA, 221 SCRA 202
Contracts; Loan agreement with real estate mortgage; Acceleration clause; Effect of acceptance of delayed payments.—There
is no question that the respondent bank has the right to foreclose the mortgage upon the first default of petitioner on May 3,
1977, but the records show that it did not. When it received payment of petitioner on July 6, 1977, which had been 2 months
and 3 days delayed, it applied P154.80 to the principal, P210.00 to interest, and only P25.20 to penalty. From this act of
receiving delayed payment, it is clear that the respondent bank had waived its right under the acceleration clause so that
instead of claiming penalty charges on the entire amount of P4,500.00, it only computed the penalty based on the defaulted
amortization payment which is P1,018.14. If it computed the penalty charge at 19% of the entire amount of P4,500.00 which
would have been due and demandable by virtue of the acceleration clause, the penalty charges would be much more than
P25.20.
Same; Same; Application of payments; Waiver.—We also noticed that in Exhibit ―D-3‖, the receipt which the respondent bank
issued to petitioner for the August 26, 1978 partial payment, it waived its right under Article 1253 of the Civil Code on
Application of Payments when it applied the payment to the principal instead of the interest. Thus, on that date the outstanding
obligation of petitioner was already reduced to P3,558.21 after she had paid a total of P2,200.00 over a period of nine months
from the time the loan was obtained.
Same; Same; Substantial performance under Art. 1234 of the New Civil Code.—We hold that the payment amounting to
P8,650.00 for the balance of P3,558.20 as of August 26, 1978 plus the P1,000.00 it was asked to pay on April 24, 1984 would
at the very least constitute substantial performance. Article 1234 of the Civil Code, provides: ―Article 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.‖ Petitioner in this case has the right to move for the cancellation of the mortgage and
the release of the mortgaged property, upon payment of the balance of the loan. Definitely, it would not be in the amount
demanded by the respondent bank, which the trial court held to be P29,554.81.
Article 1240
Art. 1240. 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. (1162a)
ARANAS V. TUTAAN, 127 SCRA 828
Facts:
2014A
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 court‘s 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 latter‘s 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, Peñamante.
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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.
2014A
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.
CATHAY PACIFIC V. VAZQUEZ, 399 SCRA 207 [2003]
DOCTRINE:
Same; Same; Same; Upgrading; Airline passengers have every right to decline an upgrade and insist on the accommodation
they had booked, and if an airline insists on the upgrade, it breaches its contract of carriage with the passengers.—We note
that in all their pleadings, the Vazquezes never denied that they were members of Cathay‘s Marco Polo Club. They knew that
as members of the Club, they had priority for upgrading of their seat accommodation at no extra cost when an opportunity
arises. But, just like other privileges, such priority could be waived. The Vazquezes should have been consulted first whether
they wanted to avail themselves of the privilege or would consent to a change of seat accommodation before their seat
assignments were given to other passengers. Normally, one would appreciate and accept an upgrading, for it would mean a
better accommodation. But, whatever their reason was and however odd it might be, the Vazquezes had every right to decline
the upgrade and insist on the Business Class accommodation they had booked for and which was designated in their boarding
passes. They clearly waived their priority or preference when they asked that other passengers be given the upgrade. It should
not have been imposed on them over their vehement objection. By insisting on the upgrade, Cathay breached its contract of
carriage with the Vazquezes.
FACTS:
In respondents‘ return flight to Manila from Hongkong, they were deprived of their original seats in Business Class with their
companions because of overbooking. Since respondents were privileged members, their seats were upgraded to First Class.
Respondents refused but eventually persuaded to accept it. Upon return to Manila, they demanded that they be indemnified in
the amount of P1million for the ―humiliation and embarrassment‖ caused by its employees. Petitioner‘s Country Manager failed
to respond. Respondents instituted action for damages. The RTC ruled in favor of respondents. The Court of Appeals affirmed
the RTC decision with modification in the award of damages.
ISSUE:
Whether or not the petitioners (1) breached the contract of carriage, (2) acted with fraud and (3) were liable for damages.
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
attorney‘s 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)
FILINVEST V. PHIL. ACETYLENE, 111 SCRA 421
FACTS:
Phil. Acetylene (Defendant) purchased a vehicle through a Deed of Sale from Alexander Lim payable on installment. The
balance is to be paid under a promissory note with the said vehicle as the subject of a chattel mortgage to secure the
obligation. Subsequently, Lim assigned his rights to the vehicle to appellee corporation (Filinvest). Phil. Acetylene defaulted
after it failed to pay nine (9) successive installments. The petitioner through a demand letter informed the defendant to make
the full payment plus interests and charges or return the mortgaged property. As a result, the defendant returned the vehicle
together with the document "Voluntary Surrender with Special Power of Attorney To Sell" by appellant on March 12, 1973 and
confirmed to by Filinvest‘s vice-president.
Filinvest then informed appellant thru a letter that it cannot sell the vehicle due to its unpaid taxes in the amount of P70,122.
On the last portion of the said letter, appellee requested the appellant to update its account by paying the instalments in
arrears and accruing interest in the amount of P4,232.21 on or before April 9, 1973. On May 8, 1973, appellee, in a letter,
offered to deliver back the motor vehicle to the appellant but the latter refused to accept it, so the appellee instituted an action
for collection of a sum of money with damages in the CFI of Manila.
Phil. Acetylene argued that appellee has no cause of action against it since its obligation towards the appellee was
extinguished when it returned the mortgaged property, and that assuming that the return of the property did not extinguish its
obligation, it was nonetheless justified in refusing payment since the appellee is not entitled to recover the same due to the
breach of warranty committed by the original vendor-assignor Alexander Lim.
ISSUE:
Whether or not the return of the mortgaged motor vehicle to the appellee by virtue of a voluntary surrender by the appellant
totally extinguished and/or cancelled the obligation
RULING:
No. No dacion en pago here since there‘s nothing in the evidence to show that Filinvest consented or intended that the mere
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, Peñamante.
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delivery to and acceptance by him of the vehicle be construed as actual payment or more specifically, dacion en pago. The
mere return of the mortgaged motor vehicle by the mortgagor (herein appellant) to the mortgagee, (appellee), does not
constitute dation in payment or dacion en pago in the absence, express or implied of the true intention of the parties. Dacion
en pago, (according to Manresa) is the transmission of the ownership of a thing by the debtor to the creditor as an accepted
equivalent of the performance of obligation. 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. 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 debtor's debt. As such, the essential elements of a contract of sale, namely, consent, object certain, and cause or
consideration must be present. In its modern concept, what actually takes place in dacion en pago is an objective novation of
the obligation where the thing offered as an accepted equivalent of the performance of an obligation is considered as the
object of the contract of sale, while the debt is considered as the purchase price. In any case, common consent is an essential
prerequisite, be it sale or innovation to have the effect of totally extinguishing the debt or obligation.
The evidence fails to show that Filinvest consented, or at least intended, that the mere delivery to, and acceptance by him, of
the mortgaged motor vehicle be construed as actual payment, more specifically dation in payment or dacion en pago. The fact
that the mortgaged motor vehicle was delivered to him does not necessarily mean that ownership thereof, as juridically
contemplated by dacion en pago, was transferred from appellant to appellee. In the absence of clear consent of appellee to
the proferred special mode of payment, there can be no transfer of ownership of the mortgaged motor vehicle from appellant to
appellee. If at all, only transfer of possession of the mortgaged motor vehicle took place, for it is quite possible that appellee,
as mortgagee, merely wanted to secure possession to forestall the loss, destruction, fraudulent transfer of the vehicle to third
persons, or its being rendered valueless if left in the hands of the appellant.
Finally the Voluntary Surrender with SPA to Sell executed reveals that the possession of the mortgaged motor vehicle was
voluntarily surrendered by the appellant to the appellee authorizing the latter to look for a buyer and sell the vehicle in behalf of
the former who retains ownership thereof, and to apply the proceeds of the sale to the mortgage indebtedness, with the
undertaking of the appellant to pay the difference, if any, between the selling price and the mortgage obligation. With the
stipulated conditions as stated, the appellee, in essence was constituted as a mere agent to sell the motor vehicle which was
delivered to the appellee, not as its property. There is no estoppel on part of Filinvest to demand payment from the unpaid
obligation since it never accepted the mortgaged motor vehicle in cull satisfaction of the mortgaged debt.
2014A
HELD:
No, the petitioner‘s 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 debtor‘s 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 petitioner‘s warranty under the
assignment. Therefore, it necessary for the petitioner to make good its warranty and pay the obligation.
CITIZENS SURETY V. CA, 162 SCRA 738
There is no dation in payment when there is no obligation to be extinguished.—The transaction could not be dation in payment.
As pointed out in the concurring and dissenting opinion of Justice Edgardo L. Paras and the dissenting opinion of Justice
Mariano Serrano when the deed of assignment was executed on December 4, 1959, the obligation of the assignor to refund
the assignee had not yet arisen. In other words, there was no obligation yet on the part of the petitioner, Citizens‘ Surety and
Insurance Co., to pay Singer Sewing Machine Co. There was nothing to be extinguished on that date, hence, there could not
have been a dation in payment.
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).
LO V. KJS, 413 SCRA 182
FACTS:
Respondent KJS Eco-Framework System is a corporation engaged in the sale of steel scaffoldings, while petitioner Sonny Lo,
doing business under the name of San‘s Enterprises, is a building contractor.
1. In February 1990, petitioner ordered scaffolding equipments from the respondent amounting to P540, 425.80. He paid a
down payment of P150,000 and the balance was to be paid in 10 monthly installments
2. However, Lo was only able to pay the first 2 monthly installments due to financial difficulties despite demands from the
respondent
3. In October 1990, petitioner and respondent executed a deed of assignment whereby petitioner assigned to respondent his
receivables of P335,462.14 from Jomero Realty Corp
4. But when respondent tried to collect the said credit from Jomero Realty Corp, the latter refused to honor the deed of
assignment because it claimed that the petitioner was also indebted to it. As such, KJS sent Lo a demand letter but the latter
refused to pay, claiming that his obligation had been extinguished when they executed the deed of assignment
5. Subsequently, respondent filed an action for recovery of sum of money against petitioner.
6. Petitioner argued that his obligation was extinguished with the execution of the deed of assignment of credit. Respondent
alleged that Jomero Realty Corp refused to honor the deed of assignment because it claimed that the petitioner had
outstanding indebtedness to it
7. The trial court dismissed the complaint on the ground that the assignment of credit extinguished the bligation
8. Upon appeal, CA reversed the trial court decision and held in favor of KJS. CA held that
a. Petitioner failed to comply with his warranty under the deed
b. The object of the deed did not exist at the time of the transaction, rendering it void under Art 1409 NCC
c. Petitioner violated the terms of the deed of assignment when he failed to execute and do all acts necessary to effectually
enable the respondent to recover the collectibles
ISSUE:
WON the deed of assignment extinguished the petitioner‘s obligation
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 attorney‘s 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, Peñamante.
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The legal principle, in any event, is that "the creditor cannot be compelled partially to receive the presentations in which the
obligation consists" unless "there is an express stipulation to that effect," in much the same way that the debtor may not "be
required to make partial payments.
Article 1249
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.
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 the abeyance. (1170)
DBP V. SIMA WEI, 219 SCRA 736
Facts:
Sima Wei acquired a loan from Development Bank of Rizal. He executed and delivered to the former a promissory note,
engaging to pay the petitioner Bank or order the amount of P1,820,000.00 on or before June 24, 1983 with interest at 32% per
annum.
Sima Wei made partial payments on the note, leaving a balance of P1,032,450.02. On November 18, 1983, Sima Wei issued
two crossed checks payable to petitioner Bank drawn against China Banking Corporation, bearing respectively the serial
numbers 384934, for the amount of P550,000.00 and 384935, for the amount of P500K. The said checks were allegedly
issued in full settlement of the drawer‘s account evidenced by the promissory note.
These two checks were not delivered to the Development Bank. For reasons not shown, these checks came into the
possession of respondent Lee Kian Huat, who deposited the checks without the Development‘s indorsement (forged or
otherwise) to the account of respondent Plastic Corporation, at the Balintawak branch, Caloocan City, of the Producers Bank.
The Branch Manager of the Balintawak branch of Producers Bank, relying on the assurance of respondent Samson Tung,
President of Plastic Corporation, that the transaction was legal and regular, instructed the cashier of Producers Bank to accept
the checks for deposit and to credit them to the account of said Plastic Corporation, inspite of the fact that the checks were
crossed and payable to petitioner Bank and bore no indorsement of the latter. Hence, Development filed the complaint for sum
of money against Wei and/or Kian Huat, Uy, Tung, Plastic Corporation and the Producers Bank.
Bank alleged that its cause of action was not based on collecting the sum of money evidenced by the negotiable instruments
stated but on quasi-delict — a claim for damages on the ground of fraudulent acts and evident bad faith of the alternative
respondents.
2014A
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 Cashier‘s 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 —
4
and Roman Catholic Bishop of Malolos, Inc. vs.
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 drawer‘s 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 respondent‘s 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
respondent‘s 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 respondent‘s 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 respondent‘s 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, attorney‘s 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 cashier‘s check from BPI. On March 31, 1993, respondent and Rodrigo Cawili went to
petitioner‘s branch at Shaw Boulevard where Elma Capistrano, the branch manager, personally attended to them. Upon
Elma‘s instructions, Lita Sagun, the bank teller, prepared BPI Cashier‘s 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 petitioner‘s 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
2014A
the cashier‘s check but it was dishonored. Elma informed him that Marissa‘s 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 action—a period of almost 25 years—which 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 bigger—nay three-fold more—than 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 cashier‘s check. In International Corporate Bank v. Spouses
Gueco, this Court held that a cashier‘s check is really the bank‘s 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. Señeris, this Court took judicial notice of the "wellknown and accepted practice in the business sector that a cashier‘s check is deemed as cash." This is because the mere
issuance of a cashier’s 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 cashier‘s
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)

VELASCO V. MERALCO, 42 SCRA 556
FACTS:
This is a Motion for Reconsideration sought by both parties emanating from a decision of the Supreme Court regarding an
abatement complaint filed by Velasco against MERALCO. In the main case, Velasco bought three lots, two of which he sold to
MERALCO for the latter‘s construction of a substation. A sound was emanating from said substation which Velasco made as a
basis for abatement.
In this MR, Velasco alleges that that the damages awarded him are inadequate considering the present high cost of living, and
calls attention to Article 1250 of the present Civil Code.

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.
FILIPINO PIPE & FOUNDRY CORP V. NAWASA, 161 SCRA 32
FACTS






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, Peñamante.
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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.
DEL ROSARIO V. SHELL, 164 SCRA 556
Facts:
On September 20, 1960 the parties entered into a Lease Agreement whereby the plaintiff- appellant leased a parcel of land
known as Lot No. 2191 of the cadastral Survey of Ligao, Albay to the defendant-appellee Shell at a monthly rental of Two
Hundred Fifty Pesos (P250.00).
Paragraph 14 of said contract of lease provides:
―14. In the event of an official devaluation or appreciation of the Philippine Peso the rental specified herein shall be
adjusted in accordance with the provisions of any law or decree declaring such devaluation or appreciation as may
specifically apply to rentals."
On November 6, 1965, President Diosdado Macapagal promulgated Executive Order No. 195 changing the par value (official
quoted exchange rate) of the Peso.
By reason of this Executive Order No. 195, plaintiff-appellant demanded from the defendant-appellee ailieged increase in the
monthly rentals from P250.00 a month to P487.50 a month.
On January 16, 1967, plaintiff-appellant filed a complaint (Civil Case No. 68154) with the CFI of Manila, Branch XVII praying
that defendant-appellee be ordered to pay the monthly rentals as increased by reason of Executive Order 195 and further
prayed that plaintiff-appellant be paid the following amounts: The difference between P487.50 and P250.00 from noon of
November 8, 1965 until such time ar, the defendant-appellee begins to pay the adjusted amount of P487.50 a month.
The court ruled against Del Rosario, reasoning that the Peso did not devalue but its par value merely changed.
Issue:
W/N petitioner Del Rosario is entitled to the increased rentals based on the contract.
Held:
Yes. In the case at bar, while no express reference has been made to metallic content, there nonetheless is a reduction in par
value or in the purchasing power of Philippine currency.
(a)
Sloan and Zurcher‘s classic treatise, "A Dictionary of Economics," 1951 ed. pp. 80-81, defines devaluation (as applied
to a monetary unit) as.
"a reduction in its metallic content as determined by law 2 resulting in "the lowering of the value of one nation‘s
currency in terms of the currencies of other nations" (Emphasis supplied)
Samuelson and Nordhaus, writing in their book, "Economics" (Singapore, Mc-Graw Hill Book Co., 1985, p. 875)
"when a country‘s of official exchange rate 3 relative to gold or another currency is lowered, as from $35 an
ounce of gold to $38, we say the currency has been devalued."
(b)
Upon the other hand, "depreciation" (opposite of "appreciation" the term used in the contract), according to Gerardo P.
Sicat in his "Economics" (Manila: National Book Store, 1983, p. 636).
"occurs when a currency‘s value falls in relation to foreign currencies."
(c)
It will be noted that devaluation is an official act of the government (as when a law is enacted thereon) and refers to a
reduction in metallic content; depreciation can take place with or without an official act, and does not depend on metallic
content (although depreciation may be caused by devaluation).
Even assuming there has been no official devaluation as the term is technically understood, the fact is that there has been a
diminution or lessening in the purchasing power of the peso, thus, there has been a "depreciation" (opposite of
"appreciation"). Moreover, when laymen unskilled in the semantics of economics use the terms "devaluation" or
"depreciation" they certainly mean them in their ordinary signification decrease in value. Hence as contemplated by
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.
SANGRADOR V. VALDERAMA, 168 SCRA 215
Facts:
Sps Valderrama obtained a loan from Manuel Asencio in the amount of 500k. It was secured by a real estate mortgage on the
spouses‘ house and lot. Foreseeing that they would not be able to pay the loan and redeem their property upon maturity of the
loan, the defendants scouted around for money-lenders who would be willing to lend them money with which to pay off their
mortgage to Asencio. Through the help of a loan broker, Wilson Jesena, they were able to obtain on April 6, 1984 a
P1,000,000 loan from the plaintiff Teresita Sangrador, who is an aunt of Jesena, on the security of the same property which
they redeemed from Asencio. The loan is evidenced by promissory note (Exh. B) dated April 6, 1 984 providing for the
payment of P1,400,000 to the creditor eight months after date wherein they promise to jointly and severally pay Sangrador.
There was also a stipulation that if there is a default, 20 percentum of the amount due will be paid.
Another stipulation said that ―in the event that an extraordinary inflation of the Philippine Peso should supervene between now
and eight (8) months after date, then the value of the Philippine Peso at the time of the establishment of this obligation, shall
be the basis of payment pursuant to Art. 1250, and for this purpose, we hereby acknowledge the official exchange rate of the
Philippine Peso to the US Dollar at P14.002 to $1. The corresponding adjustment in the value of the Philippine Peso shall be
made in the event that at the time of the maturity of this obligation, the rate of exchange will have changed as a result of the
supervening inflation. We further agree that the official rate of exchange as set by the Central Bank of the Philippines for
private transactions, shall be the basis of this adjustment.‖
When the defendants failed to pay the sum stated in the promissory note, a complaint for foreclosure was instituted. The
defendants in their answer denied that the loan was P1,400,000. They alleged that it was only P1,000,000.00 and that the
additional P400,000 represented usurious interest. The trial court rendered judgment directing the foreclosure, and ordering
defendants to pay the amount stated in the obligation plus sum pursuant to the escalation clause. In default of the payment,
the mortgaged properties would be sold at public auction.
Issue:
WON the escalation clause is valid? NO / WON there is a cause for extraordinary inflation? NO
Ratio:
The disputed amount of P400,000.00 was a hidden interest that the petitioners had required the respondents to pay at the
maturity of the loan, but said amount of P400,000.00 was not received by or delivered to the respondents. This conclusion is
strengthened by the fact that the promissory note and the deed of real estate mortgage, strangely enough, do not contain any
express stipulation on interest, or rate of interest, when the loan involved therein is in the substantial amount of allegedl y
P1,400,000.00.
Despite having no interest ceiling on loans, if no interest rate is expressly stipulated in the agreement, Circular 905 of the BSP
is controlling which provides:
Section 1. The rate of interest, including commissions, premiums, fees and other charges on a loan
or forbearance of any money, goods, or credits, regardless of maturity and whether secured or
unsecured, that may be charged or collected by any person, whether natural or juridical, shall not
be subject to any ceiling prescribed under or pursuant to the Usury law, as amended.
Section 2. The rate of interest for the loan or forbearance of any money, goods or credits and the
rate allowed in judgments, in the absence of express contract as to such rate of interest, shall
continue to be twelve per cent (1 2%) per annum.
The rate of interest for loans or forbearance of money, in the absence of express contract as to such rate of interest, shall
continue therefore to be twelve per cent (12%) per annum.
In Filipino Pipe and Foundry Corporation vs. National Waterworks and Sewerage Authority, this Court held:
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 of said
currency, and such decrease or increase could not have been reasonably foreseen or was
manifestly beyond the contemplation of the parties at the time of the establishment of the
obligation.
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.
Since petitioners failed to prove the supervening of extraordinary inflation between 6 April 1984 and 7 December 1984—no
proofs were presented on how much, for instance, the price index of goods and services had risen during the intervening
period—an extraordinary inflation cannot be assumed; consequently, there is no reason or basis, legal or factual, for adjusting
the value of the Philippine Peso in the settlement of respondents' obligation.
TELANGTAN V. US LINES, 483 SCRA 458 [2006]
FACTS:
Telengtan which is a domestic corporation in the Philippines hired U.S. Lines for to ship cargo from overseas. During the
period material to this case the provisions of Far East Conference Tariff No. 12 were made applicable to Philippine
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
containerized cargo, which required the payment of demurrage charges if the consignee fails to take delivery of the
containerized cargo within the 10-day free period. US Lines filed a case against Telengtan seeking payment of demurrage
charges plus interest and damages because petitioner failed to withdraw its goods from the containers wherein the goods had
been shipped. Telengtan on the other hand disclaims liability saying they never entered into any agreement on demurrage.
Aside from this respondent claims that there should be a re-computation of the award based on the currency at the time of the
obligation to account for devaluation of the peso.
ISSUE:
1. WON Telengtan was liable for demurrage charges – yes
2. WON there should be devaluation of the peso – No.
HELD:
1. The court held that petitioner is in fact liable for demurrage charges for failing to remove its goods during the ten day free
period. Furthermore, as shown by evidence, the appellant is used to paying demurrage charges because it is its practice not to
get its cargo from the carrier immediately upon notification of its arrival.
2. Art. 1250 of the CC states that in case there is extraordinary inflation or deflation of the currency stipulated, the value at the
time of the establishment of the obligation shall be basis of payment unless there is an agreement to the contrary.
Extraordinary inflation or deflation, as the case may be, exists when there is an unusual increase or decrease in the
purchasing power of the Philippine peso which is beyond the common fluctuation in the value of said currency, and such
increase or decrease could not have been reasonably foreseen or was manifestly beyond the contemplation of the parties at
the time of the establishment of the obligation. Extraordinary inflation can never be assumed; he who alleges the existence of
such phenomenon must prove the same. In this case the SC said there was no extraordinary inflation, even if the price of
goods rose during the intervening period the increase cannot be said to be extraordinary. Furthermore, absent an official
pronouncement by competent authorities of the existence of extraordinary inflation during a given period as here, the effects of
extraordinary inflation cant apply.
2014A
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.
GOBONSENG V. CA, 246 SCRA 472
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:
RAPANUT V. CA, 246 SCRA 323
FACTS
On November 29, 1985, petitioner and private respondent executed a Deed of Conditional Sale with Mortgage. Under the
contract, private respondent agreed to sell to petitioner a parcel of land in San Rafael, Pasay City, payable in monthly
installments of P500.00 to be paid not later than the fifth day of every month and in semi-annual installments of P1,000.00 to
be paid on June 30 and December 31 of every year, "with an interest of 10% per annum on the remaining balance until the full
amount is paid"
In April 1986, petitioner and private respondent entered into a Supplemental Agreement with the following stipulations:
WHEREAS, the VENDOR/MORTGAGEE is willing to sell said portion of her lots to the VENDEE/MORTGAGOR for a
total price of P37,485.00 payable in monthly installments of P500.00 with an interest of 10% per annum on the
remaining balance until the full amount is paid.
Payments of the monthly installments of P500.00 shall be made not later than the fifth day of every month without need
of demand starting January, 1986. Failure to pay any of the monthly installments when due for three months, shall be
sufficient cause for rescission of this contract and all payments made shall be applied as corresponding rentals.
Petitioner, thus, had been making the P500.00 monthly installment payments until he received a letter dated February 13,
1990 from private respondent' s counsel informing him that for his failure to pay the monthly installments plus 10% per
annum interest on the balance, the Deed of Conditional Sale with Mortgage and the Supplemental Agreement were rescinded
"as of receipt hereof," and that payments made were considered rentals. The letter further demanded that petitioner vacate the
premises within 15 days from receipt thereof.
Respondent filed a complaint against petitioner in the Regional Trial Court of Pasay City for rescission of the Deed of
Conditional Sale with Mortgage and Supplemental Agreement which the court granted.
The controversial provision in the Supplemental Agreement reads: ". . . the VENDOR/MORTGAGEE is willing to sell said
portion of her lot to the VENDEE/MORTGAGOR for a total price of P37,485.00 payable in monthly installments of P500.00
with an interest of 10% per annum on the remaining balance until the full amount is paid"
Private respondent's view is that the 10% interest must be paid every year and posits that the P500.00 monthly installments
include the 10% interest.
Issue:
W/N the 10% interest must be paid every year and the P500.00 paid by petitioner monthly inludes the 10% interest.
(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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Ratio:
Consignation is the act of depositing the thing due with the court or judicial authorities whenever the creditor cannot accept or
refuses to accept payment and it generally requires a prior tender of payment. In order that consignation may be effective, the
debtor must first comply with certain requirements prescribed by law. The debtor must show (1) that there was a debt due; (2)
that the consignation of the obligation had been made because the creditor to whom tender of payment was made refused to
accept it, or because he was absent or incapacitated, or because several persons claimed to be entitled to receive the amount
due (Art. 1176, Civil Code); (3) that previous notice of the consignation had been given to the person interested in the
performance of the obligation (Art. 1177, Civil Code); (4) that the amount due was placed at the disposal of the court (Art.
1178, Civil Code); and (5) that after the consignation had been made the person interested was notified thereof (Art. 1178,
Civil Code). Failure in any of these requirements is enough ground to render a consignation ineffective.
Recapitulating the above testimony of the Bank Comptroller, it is clear that the bank did not send notice to Soco that the
checks will be deposited in consignation with the Clerk of Court (the first notice) and also, the bank did not send notice to Soco
that the checks were in fact deposited (the second notice) because no instructions were given by its depositor, the lessee, to
this effect, and this lack of notices started from September, 1977 to the time of the trial, that is June 3, 1980
The reason for the notification to the persons interested in the fulfillment of the obligation after consignation had been made,
which is separate and distinct from the notification which is made prior to the consignation, is stated in Cabanos vs. Calo, G.R.
No. L-10927, October 30, 1958, 104 Phil. 1058. thus: "There should be notice to the creditor prior and after consignation as
required by the Civil Code. The reason for this is obvious, namely, to enable the creditor to withdraw the goods or money
deposited. Indeed, it would be unjust to make him suffer the risk for any deterioration, depreciation or loss of such goods or
money by reason of lack of knowledge of the consignation."
Also the fourth requisite that Francisco failed to prove is the actual deposit or consignation of the monthly rentals except the
two cashier's checks referred to in Exhibit 12. As indicated earlier, not a single copy of the official receipts issued by the Clerk
of Court was presented at the trial of the case to prove the actual deposit or consignation. The copy of the receipts were only
presented in the MR, and the date of payment on the receipt was 2 years late than the actual demand.
ALFONSO V. CA, 168 SCRA 545
Facts:
Danilo and Luzviminda C. Basco are the owners of an apartment building located in Grace Park, Caloocan City, having
acquired it by purchase from Pacifico Vibar and Antonia Mapay Vibar. A unit (fourth door) of the aforesaid apartment bearing
the number 275 was being rented out by the former owners to Roland Alfonso at a monthly rental of P 185.00, while the other
suits were being rented out to different lessees. The new owners were also the former lessees of a ground floor unit located at
the back of the apartment building. After the new owners had purchased the property from the former owners, or on March 19,
1984, spouses Basco sent to Alfonso a letter demanding him and other lessees to vacate the premises. Alfonso refused and
sent by registered mail his rental payment which was rejected by the spouses who proposed to give the Alfonso a period of
one (1) year from April 1, 1984 or up to March 31, 1985 within which to stay at the premises free from rental in exchange for
the voluntary surrender of the premises.
Despite the offer, Alfonso refused to vacate the premises; spouses then filed a complaint for ejectment. Alfonso, through
counsel, prayed that the rentals be ordered deposited in court. The spouses, on the other hand, contended that the deposit of
the rentals cannot render ineffective the provision of BP25 which allows the ejectment of a lessee in case of arrears in
payment of rent for three (3) months at one time, provided, that in case of refusal by the lessor to accept payment of the rental
agreed upon, the lessee shall either deposit by way of consignation, the amount in Court or in a bank in the name of and with
notice to the lessor.
2014A
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 Leyva‘s
argument that they constructively fulfilled the obligation which is rightfully due to him. (Trivia: It was Celerina, Juan‘s 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 Leyva‘s 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 lessor‘s 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.
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: 3K upon agreement, 10K ten days after the agreement, 10K representing vendor‘s indebtedness to Phil
Veterans Banko and 27K payable within one year from execution of contract.
Leyva only paid parts of the obligation.
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, Manuel‘s
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
On July 16, 1989, Manuel went to the house of MTLC‘s 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.
2014A
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.‖
W/N the loan to MTLC was extinguished through payment or performance.
Held:
YES. PETITION Granted.
Rationale:
While Ester‘s refusal was unjustified and unreasonable, Manuel‘s 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.
BONROSTRO V. LUNA, GR 172346, 24 JULY 2013
FACTS:
Respondent Constancia Luna, as buyer, entered into a Contract to Sell with Bliss Development Corporation (Bliss) involving a
house and lot of New Capitol Estates in Diliman, Quezon City. Barely a year after, Constancia, this time as the seller, entered
into another Contract to Sell with petitioner Lourdes Bonrostro concerning the same property.
Immediately after the execution of the said second contract, the spouses Bonrostro took possession of the property. However,
except for the P200,000.00 down payment, Lourdes failed to pay any of the stipulated subsequent amortization payments.
Constancia and her husband, respondent Juan Luna filed before the RTC a Complaint for Rescission of Contract and
Damages against the spouses Bonrostro praying for the rescission of the contract, delivery of possession of the subject
property, payment by the latter of their unpaid obligation, and awards of actual, moral and exemplary damages, litigation
expenses and attorney‘s fees.
In their Answer the spouses Bonrostro averred that they were willing to pay their total balance to the spouses Luna after they
sought from them a 60-day extension to pay the same. However, during the time that they were ready to pay the said amount,
Constancia and her lawyer, Atty. Arlene Carbon (Atty. Carbon), did not show up at their rendezvous. Claiming that they are still
willing to settle their obligation, the spouses Bonrostro prayed that the court fix the period within which they can pay the
spouses Luna. The spouses Bonrostro likewise asserted that they paid Bliss, the developer of New Capitol Estates, the
amount of P46,303.44. Later during trial, Lourdes testified that Constancia instructed Bliss not to accept amortization
payments from anyone.
The RTC rendered its Decision focusing on the sole issue of whether the spouses Bonrostro‘s delay in their payment of the
installments constitutes a substantial breach of their obligation under the contract warranting rescission. The 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 and even wrote Atty. Carbon about this; (3) gave Constancia a down payment of
P200,000.00; and, (4) made payment to Bliss.
The CA concluded that there being no cancellation effected in accordance with the procedure prescribed by law, the contract
therefore remains valid and subsisting. However, the CA modified the RTC Decision with respect to interest, viz:
SPS. CACAYORIN V. AFPMBAI, 696 SCRA 311 [2013]
Civil Law; Consignation; Under Article 1256 of the Civil Code, the debtor shall be released from responsibility by the
consignation of the thing or sum due, without need of prior tender of payment, when the creditor is absent or unknown, or
when he is incapacitated to receive the payment at the time it is due, or when two or more persons claim the same right to
collect, or when the title to the obligation has been lost.―Under Article 1256 of the Civil Code, the debtor shall be released
from responsibility by the consignation of the thing or sum due, without need of prior tender of payment, when the creditor is
absent or unknown, or when he is incapacitated to receive the payment at the time it is due, or when two or more persons
claim the same right to collect, or when the title to the obligation has been lost. Applying Article 1256 to the petitioners‘ case as
shaped by the allegations in their Complaint, the Court finds that a case for consignation has been made out, as it now
appears that there are two entities which petitioners must deal with in order to fully secure their title to the property: 1) the
Rural Bank (through PDIC), which is the apparent creditor under the July 4, 1994 Loan and Mortgage Agreement; and 2)
AFPMBAI, which is currently in possession of the loan documents and the certificate of title, and the one making demands
upon petitioners to pay. Clearly, the allegations in the Complaint present a situation where the creditor is unknown, or that two
or more entities appear to possess the same right to collect from petitioners. Whatever transpired between the Rural Bank or
PDIC and AFPMBAI in respect of petitioners‘ loan account, if any, such that AFPMBAI came into possession of the loan
documents and TCT No. 37017, it appears that petitioners were not informed thereof, nor made privy thereto.
Same; Same; Article 1256 authorizes consignation alone, without need of prior tender of payment, where the ground for
consignation is that the creditor is unknown, or does not appear at the place of payment; or is incapacitated to receive the
payment at the time it is due; or when, without just cause, he refuses to give a receipt; or when two or more persons claim the
same right to collect; or when the title of the obligation has been lost.―The lack of prior tender of payment by the petitioners is
not fatal to their consignation case. They filed the case for the exact reason that they were at a loss as to which between the
two―the Rural Bank or AFPMBAI―was entitled to such a tender of payment. Besides, as earlier stated, Article 1256
authorizes consignation alone, without need of prior tender of payment, where the ground for consignation is that the creditor
is unknown, or does not appear at the place of payment; or is incapacitated to receive the payment at the time it is due; or
when, without just cause, he refuses to give a receipt; or when two or more persons claim the same right to collect; or when
the title of the obligation has been lost.
Article 1266
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Art. 1266. The debtor in obligations to do shall also be released when the prestation becomes legally or
physically impossible without the fault of the obligor. (1184a)
2014A
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.
PNCC V. CA, 272 SCRA 183
PEOPLE V. FRANKLIN, 39 SCRA 363
Bail bond; Article 1266, New Civil Code, does not apply to a, surety upon a, bail bond.—Art. 1266, New Civil Code, does not
apply to a surety upon a bail bond, as said Article speaks of a relation between a debtor and creditor, which does not exist in
the case of a surety upon a bail bond, on one hand, and the State, on the other. For while sureties upon a bail bond (or
recognizance) can discharge themselves from liability by surrendering their principal, sureties on ordinary bonds or commercial
contracts, as a general rule, can only be released by payment of the debt or performance of the act stipulated.
Same; Obligations of surety.—In the eyes of the law a surety becomes the legal custodian and jailer of the accused, thereby
assuming the obligation to keep the latter at all times under surveillance, and to produce and surrender him to the court the
latter's demand.
Same; Where negligent so as to justify forfeiture of its bond.—A forfeiture of a bail bond is justified by failure to produce the
accused in court by reason of her obtaining a Philippine Passport and leaving for the United States. For it was the surety
company's duty to do every thing and take all steps necessary to prevent that departure , which could have been accomplished
by seasonably informing the Department of Foreign Affairs and other agencies of the Government of the fact that the accused
whose provisional liberty it had posted a bail bond, was facing a criminal charge in a particular court of the country.
IMMACULATA V. NAVARRO, 160 SCRA 211
Facts
This case is a Motion for Reconsideration on a decision rendered by the court denying Immaculata‘s petition to set aside a
decision in another civil case. In the latter case, Victoria filed for specific performance in order to compel Immaculata to
execute a document registrable with the Register of Deeds. This case was regarding the sale of a 5000 sqm parcel of land
allegedly sold by Immaculata in favor of Victoria. In that case, a judgment in default was entered against Immaculata. Thus,
Immaculata sought to annul said judgment on the ground that the court did not acquire jurisdiction over the person of
Immaculata because he was mentally ill and did not receive the summons. On certiorari, the court ruled that Immaculata was
barred by res judicata and that his wife, his then guardian ad litem, received the alias summons and that, assuming there was
no proper service of summons, he voluntarily submitted himself when he filed a petition to set aside judgment.
In this MR, Immaculata is seeking the court to consider a point inadvertently missed by the court in its 1986 this decision. (The
resolution of this MR was in 1988) Immaculata alternatively prayed therein that, in case the validity of the sale is upheld, he be
allowed to legally redeem the parcel of land previously obtained through a free patent.
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 petitioner‘s 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 petitioner‘s 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)
PNCC V. NLRC, 193 SCRA 401
Civil Law; Contracts; The non-renewal of private respondent’s permit had the effect of resolving or rendering cancellable the
employment contract.—Appraising the second employment contract between petitioner and private respondent in terms of
Philippine law, there are three (3) reasons why petitioner cannot be held liable under that contract for breach thereof under the
circumstances of this case. The first reason relates to paragraph 13 of the second contract, quoted earlier. It will be seen that
the renewal of private respondent‘s Residence and Work permit constituted a condition to his continued employment in Saudi
Arabia. That condition was resolutory in nature, that is, the non-renewal of private respondent‘s permit had the effect of
resolving, or rendering cancellable, that contract.
Same; Same; Same; An obligor shall be released from his obligation when the prestation has become legally or physically
impossible without fault on his part.—The second reason is found in the rule that an obligor shall be released from his
obligation when the prestation has become legally or physically impossible without fault on his part. The supervening
impossibility of performance, based upon some factor independent of the will of the obligor, releases the obligor from his
obligation after restitution of what he may have received, if any, in advance from the other contracting party; the obligor i ncurs
no liability for damages for his inability to perform.
Same; Same; Same; Paragraph 13 of the second contract expressly envisaged the possibility that renewal of the residence
and work permit of private respondent could be denied by the concerned authorities for any reason in which case the contract
would be cancelled.—There is a third and final reason why private respondent cannot hold petitioner liable for breach of the
second contract of employment. Paragraph 13 of the second contract expressly envisaged the possibility that renewal of the
Residence and Work permit of private respondent could ―be denied by the concerned authorities for any reason,‖ in which
case, the contract would be ―cancelled.‖ Private respondent was, of course, aware that his original permit was about to expire
when he left for Saudi Arabia the second time. He must or should have been also alerted by the second contract of
employment to the possibility of non-renewal of his Residence and Work permit and the ensuing cancellability of the contract.
LAGUNA V. MANABAT, 58 SCRA 650
Facts:
A contract was executed whereby the Biñan Transpo. Co. leased to the Laguna-Tayabas Bus Company at a monthly rental of
P2,500.00 its certificates of public convenience over the lines known as Manila-Biñan, Manila-Canlubang and Sta. RosaManila, and to the Batangas Transportation Company its certificate of public convenience over the line known as ManilaBatangas Wharf, together with one "International" truck, for a period of five years, renewable for another similar period, to
commence from the approval of the lease contract by the Public Service Commission (PSC). The PSC provisionally approved
the lease contract on condition that the lessees should operate on the leased lines in accordance with the prescribed time
schedule and that such approval was subject to modification or cancellation.
Sometime after the execution of the lease contract, the plaintiff Biñan was declared insolvent, and Manabat was appointed as
its assignee. From time to time, the defendants paid the lease rentals. However, while case was pending rentals accrued.
Batangas Transpo and Laguna-Tayabas Bus Co. separately filed with the PSC a petition for authority to suspend the operation
on the lines covered by the certificates of public convenience leased to each of them by Biñan. They alleged as reasons the
reduction in the amount of dollars allowed by the Monetary Board of the Central Bank of the Philippines for the purchase of
spare parts needed in the operation of their trucks, the alleged difficulty encountered in securing said parts, and their
procurement at exorbitant costs, thus rendering the operation of the leased lines prohibitive. Further, that the high cost of
operation, coupled with the lack of passenger traffic on the leased lines resulted in financial losses. For these reasons they
asked permission to suspend the operation of the leased lines.
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Lessees Batangas and Laguna, then pleaded for a reduction of the rentals on the ground that the subject matter of the lease
was allegedly not used by them as a result of the suspension of operations on the lines authorized by PSC.
2014A
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.
OCCENA V. JABSON, 73 SCRA 637
Facts:
Private respondent Tropical Homes, Inc. entered into a subdivision contract with petitioners wherein respondent guaranteed
petitioners (as landowners of a 55,330 square meter parcel of land in Davao City) an amount equivalent to 40% of all cash
receipts from the sale of the subdivision lots. Respondent filed a complaint for modification of the terms and conditions of the
contract with petitioners, alleging that:
•
―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
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, Peñamante.
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respondent for the use of its posts in Naga City and in the other places where petitioners use private respondent's posts, P10
per post, per month; and 2) private respondent to pay petitioner the monthly dues of all its telephones at the same rate being
paid by the public. The peculiar circumstances of the present case necessitates exercise of our equity jurisdiction. We are not
making a new contract for the parties, but we find it necessary to do so in order not to disrupt the basic and essential services
being rendered by both parties to the public and to avoid unjust enrichment by appellant at the expense of plaintiff.
OTHER ISSUES:
On the issue of prescription, petitioners allege that private respondent‘s cause of action already prescribed as the action was
filed more than 10 years from the execution of the contract. However, the 10-year period when the right of action accrues is
not necessarily the date of execution of the contract. Private the right of action arose only after said contract had already
become disadvantageous due to subsequent events and conditions, which must be sometime during the latter part of 1982 or
in 1983 when Atty. General was asked by private respondent's Board of Directors to study said contract as it already appeared
disadvantageous is erroneous.
Regarding the last issue, petitioners allege that there is nothing purely potestative about the prestations of either party
because petitioner's permission for free use of telephones is not made to depend purely on their will, neither is private
respondent's permission for free use of its posts dependent purely on its will. Petitioners' allegations must be upheld in this
regard. A potestative condition is a condition, the fulfillment of which depends upon the sole will of the debtor, in which case,
the conditional obligation is void. Based on this definition, the provision in the contract, to wit: ―(a) That the term or period of
this contract shall be as long as the party of the first part (petitioner) has need for the electric light posts of the party of the
second part (private respondent)…‖ is a potestative condition. However, the other conditions in the same provision, to wit: ―…it
being understood that this contract shall terminate when for any reason whatsoever, the party of the second part (private
respondent) is forced to stop, abandoned (sic) its operation as a public service and it becomes necessary to remove the
electric light post (sic)‖ which are casual conditions since they depend on chance, hazard, or the will of a third person. In sum,
the contract is subject to mixed conditions, that is, they depend partly on the will of the debtor and partly on chance, hazard or
the will of a third person, which do not invalidate the aforementioned provision.
2014A
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)
YAM V. CA, 303 SCRA 1
MAGAT V. CA, 337 SCRA 298
Facts:
Guerrero, President of Guerrero Transport Services [GTS], won a bid to "provide radio-controlled taxi service within the U.S.
Naval Base for not more than one year. At the birth of Martial Law, Marcos issued LOI No. 1 seizing and controlling all
privately owned newspapers, magazines… and other media of communication. Thus, the Radio Control Office issued an
Administrative Circular suspending the acceptance and processing of applications for radio station permits and to own or
possess radio transmitters or transceivers, Except: 1. Aeronautical Stations; 2. Aeronautical Fixed Stations; 3. Aircraft
Stations; 4. Coastal Stations; and 5. Ship Stations.
Guerrero and Magat, the General Manager of Spectrum Electronic Laboratories, executed a letter-contract for the purchase of
transceivers. It appears though that Magat is also ordering the transceivers from a Japanese supplier. Thus, Magat told
Guerrero that should the contract be cancelled, the Japanese firm would forfeit 30% of the deposit and charge a cancellation
fee in an amount not yet known and that Guerrero shall bear the loss. Further, should the contract be canceled, Magat would
demand an additional amount equivalent to 10% of the contract price.
Unable to get a letter of credit from the Central Bank due to the refusal of the Philippine government to issue a permit to import
the transceivers, Guerrero commenced operation of the taxi cabs within Subic Naval Base, using radio units borrowed from the
U.S. government. Magat thus canceled his order with his Japanese supplier and sued Guerrero. Latter claims the contract is
void because it was a contraband.
The RTC and CA decided in favor of the heirs of Magat and ordered Guerrero to pay temperate, moral and exemplary
damages, and attorney's fees. Hence, this appeal.
Issue:
1. Was the contract for the purchase of radio transceivers void? No, valid.
2. Were the transceivers subject of the contract banned contraband items prohibited by the LOI and the Administrative Circular
to import? No. Not contraband.
Held:
While contract is valid, no exemplary moral and actual damages should be awarded.
Ratio:
1. As to the validity of the contract: "Contraband" generally refers to "any property which is unlawful to produce or possess." It
refers to goods which are exported and imported into a country against its laws.
The contract was not void ab initio. Nowhere in the LOI and Admin. Circular is there an express ban on the importation of
transceivers. The LOI and Administrative Circular did not render "radios and transceivers" illegal per se. The Administrative
Circular merely ordered the Radio Control Office to suspend the "acceptance and processing . . . . of applications . . . for
permits to possess, own, transfer, purchase and sell radio transmitters and transceivers . . . " Therefore, possession and
importation of the radio transmitters and transceivers was legal provided one had the necessary license for it. Transceivers
were not prohibited but merely regulated goods. The LOI and Administrative Circular did not render the transceivers outside
the commerce of man. They were valid objects of the contract. Thus, the contract was valid.
The law provides that "[w]hen the service (required by the contract) has become so manifestly beyond the contemplation of the
parties, the obligor may also be released therefrom, in whole or in part." Here, Guerrero's inability to secure a letter of credit
and to comply with his obligation was a direct consequence of the denial of the permit to import. For this, he cannot be faulted.
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
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, Peñamante.
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2014A
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.
TRANS-PACIFIC V. CA, 235 SCRA 494
Contracts; Obligations; Evidence; Presumptions of Payment; Original Copies of Documents; Duplicate originals are admissible
as evidence.—Applying the legal presumption provided by Art. 1271 of the Civil Code, the trial court ruled that petitioner has
fully discharged its obligation by virtue of its possession of the documents (stamped ―PAID‖) evidencing its indebtedness.
Respondent court disagreed and held, among others, that the documents found in possession of Trans-Pacific are mere
duplicates and cannot be the basis of petitioner‘s claim that its obligation has been fully paid. Accordingly, since the
promissory notes submitted by petitioner were duplicates and not the originals, the delivery thereof by respondent bank to the
petitioner does not merit the application of Article 1271 (1st par.) of the Civil Code. Respondent court is of the view that the
provision must be construed to mean the original copy of the document evidencing the credit and not its duplicate. The
pronouncement of respondent court is manifestly groundless. It is undisputed that the documents presented were duplicate
originals and are therefore admissible as evidence. Further, it must be noted that respondent bank itself did not bother to
challenge the authenticity of the duplicate copies submitted by petitioner. A duplicate copy of the original may be admitted in
evidence when the original is in the possession of the party against whom the evidence is offered, and the latter fails to
produce it after reasonable notice, as in the case of respondent bank.
Same; Same; Same; Same; The presumption created by Art. 1271 of the Civil Code is not conclusive but merely prima
facie.—The presumption created by the Art. 1271 of the Civil Code is not conclusive but merely prima facie. If there be no
evidence to the contrary, the presumption stands. Conversely, the presumption loses its legal efficacy in the face of proof or
evidence to the contrary. In the case before us, we find sufficient justification to overthrow the presumption of payment
generated by the delivery of the documents evidencing petitioners indebtedness.
Same; Same; Same; Same; Private documents; Where several originals are made out of a private document, the intendment
of the law would thus be to refer to the delivery only of the original original rather than to the original duplicate of which the
debtor would normally retain a copy.—It may not be amiss to add that Article 1271 of the Civil Code raises a presumption, not
of payment, but of the renunciation of the credit where more convincing evidence would be required than what normally wou ld
be called for to prove payment. The rationale for allowing the presumption of renunciation in the delivery of a private
instrument is that, unlike that of a public instrument, there could be just one copy of the evidence of credit. Where several
originals are made out of a private document, the intendment of the law would thus be to refer to the delivery only of the
original original rather than to the original duplicate of which the debtor would normally retain a copy. It would thus be absurd if
Article 1271 were to be applied differently.
The nature of the award of damages – attorney‘s 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.
PNB V. ONG ACERO, 148 SCRA 166
FACTS:
A savings account of Isabela is being claimed by ACEROS and PNB. The ACEROS are judgment creditors of Isabela who
seek to enforce against said savings account the final and executory judgment rendered in their favor. PNB on the other hand
claims that since ISABELA was at some point in time both its debtor and creditor-ISABELA's deposit being deemed a loan to it
(PNB)-there had occurred a mutual set-off between them, which effectively precluded the ACEROS' recourse to that deposit.
The controversy was decided by the Intermediate Appellate Court adversely to the PNB. It is this decision that the PNB would
have this Court reverse.
The ACEROS' claim to the bank deposit is more specifically founded upon the garnishment thereof by the sheriff, effected in
execution of the partial judgment rendered by the CFI at Quezon City in their favor on November 18, 1979.
On the other hand, PNB's claim to the two-million-peso deposit in question is made to rest on an agreement between it and
ISABELA in virtue of which, according to PNB: (1) the deposit was made by ISABELA as "collateral" in connection with its
indebtedness to PNB as to which it (ISABELA) had assumed certain contractual undertakings; and (2) in the event of
ISABELA's failure to fulfill those undertakings, PNB was empowered to apply the deposit to the payment of that indebtedness.
Isabela subsequently failed to fulfill the undetakings hence PNB‘s claims
Its theory thereon based on a mutual set-off, or compensation, between it and ISABELA — in accordance with Articles 1278 et
al. of the Civil Code — that PNB intervened in the action between the ACEROS and ISABELA on or about February 28, 1980
and moved for reconsideration of the Order of February 15, 1980.
ISSUE:
WON PNB was correct in asserting that compensation automatically took place between them hence the P2M cannot be
subject to garnishment. NO
Article 1278
Art. 1278. Compensation shall take place when two persons, in their own right, are creditors and
debtors of each other. (1195)
GAN TION V. CA, 28 SCRA 235
DOCTRINE
An award for attorney's fees is a proper subject of legal compensation, it being an award of damages to the client and not the
counsel.
The litigant, not his counsel, is the judgment creditor who may enforce the judgment for attorney's fees for execution.
FACTS
Ong Wan Sieng leased was a tenant in certain premises owned by Gan Tion. In 1961 the latter filed an ejectment case against
the former, alleging non-payment of rents for August and September of that year, at P180 a month, or P360 altogether. The
defendant denied the allegation and said that the agreed monthly rental was only P160, which he had offered to but was
refused by the plaintiff. The plaintiff obtained a favorable judgment in the municipal court (of Manila), but upon appeal the
Court of First Instance, on July 2, 1962, reversed the judgment and dismissed the complaint, and ordered the plaintiff to pay
the defendant the sum of P500 as attorney's fees. That judgment became final.
On October 10, 1963 Gan Tion served notice on Ong Wan Sieng that he was increasing the rent to P180 a month, effective
November 1st, and at the same time demanded the rents in arrears at the old rate in the aggregate amount of P4,320.00,
corresponding to a period from August 1961 to October 1963.
In the meantime, over Gan Tion's opposition, Ong Wan Sieng was able to obtain a writ of execution of the judgment for
attorney's fees in his favor. Gan Tion went on certiorari to the Court of Appeals, where he pleaded legal compensation,
claiming that Ong Wan Sieng was indebted to him in the sum of P4,320 f or unpaid rents, The appellate court accepted the
petition but eventually decided for the respondent, holding that although "respondent Ong is indebted to the petitioner for
unpaid rentals in an amount of more than P4,000.00," the sum of P500 could not be the subject of legal compensation, it being
a "trust fund for the benefit of the lawyer, which would have to be turned over by the client to his counsel." In the opinion of
said Court, the requisites of legal compensation, namely, that the parties must be creditors and debtors of each other in their
own right (Art. 1278, Civil Code) and that each one of them must be bound principally and at the same time be a principal
creditor of the other (Art. 1279), are not present in the instant case, since the real creditor with respect to the sum of P500 was
the defendant's counsel.
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, Peñamante.
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Even if it be assumed that such an assignment had indeed been made, and PNB had been really authorized to apply the P2M
deposit to the satisfaction of ISABELA's indebtedness to it, nevertheless, since the record reveals that the application was
attempted to be made by PNB only on February 26, 1980, that essayed application was ineffectual and futile because at that
time, the deposit was already in custodia legis, notice of garnishment thereof having been served on PNB on January 9, 1980
(pursuant to the writ of execution issued by the Court of First Instance on December 23, 1979 for the enforcement of the partial
judgment in the ACEROS' favor rendered on November 18,1979).
One final factor precludes according validity to PNB's arguments. On the assumption that the P 2M deposit was in truth
assigned as some sort of "collateral" to PNB — although as PNB insists, it was not in the form of a pledge — the agreement
postulated by PNB that it had been authorized to assume ownership of the fund upon the coming into being of ISABELA s
indebtedness is void ab initio, it being in the nature of a pactum commisoruim proscribed as contrary to public policy.
FRANCIA V. IAC, 162 SCRA 753
Facts:
On October 15, 1977, a 125 square meter portion of Francia's property was expropriated by the Republic of the Philippines for
the sum of P4,116.00 representing the estimated amount equivalent to the assessed value of the aforesaid portion.
Since 1963 up to 1977 inclusive, Francia failed to pay his real estate taxes. Thus, on December 5, 1977, his property was sold
at public auction by the City Treasurer of Pasay City pursuant to Section 73 of Presidential Decree No. 464 known as the Real
Property
Tax
Code
in
order
to
satisfy
a
tax
delinquency
of
P2,400.00.
Issue:
May compensation take place?
Ruling:
There can be no off-setting of taxes against the claims that the taxpayer may have against the government. A person cannot
refuse to pay a tax on the ground that the government owes him an amount equal to or greater than the tax being collected.
The
collection
of
a
tax
cannot
await
the
results
of
a
lawsuit
against
the
government.
A claim for taxes is not such a debt, demand, contract or judgment as is allowed to be set-off under the statutes of set-off,
which are construed uniformly, in the light of public policy, to exclude the remedy in an action or any indebtedness of the state
or
municipality
to
one
who
is
liable
to
the
state
or
municipality
for
taxes.
Government and taxpayer are not mutually creditors and debtors of each other under Article 1278 of the Civil Code and a
claim for taxes is not such a debt, demand, contract or judgment as is allowed to be set-off.
MONDRAGON V. SOLA, 689 SCRA 18 [2013]
Civil Law; Obligations; Compensation; Legal Compensation; Compensation is a mode of extinguishing to the concurrent
amount the obligations of persons who in their own right and as principals are reciprocally debtors and creditors of each other.
Legal compensation takes place by operation of law when all the requisites are present, as opposed to conventional
compensation which takes place when the parties agree to compensate their mutual obligations even in the absence of some
requisites.—We find that petitioner‘s act of withholding respondent‘s service fees/commissions and applying them to the
latter‘s outstanding obligation with the former is merely an acknowledgment of the legal compensation that occurred by
operation of law between the parties. Compensation is a mode of extinguishing to the concurrent amount the obligations of
persons who in their own right and as principals are reciprocally debtors and creditors of each other. Legal compensation
takes place by operation of law when all the requisites are present, as opposed to conventional compensation which takes
place when the parties agree to compensate their mutual obligations even in the absence of some requisites. Legal
compensation requires the concurrence of the following conditions: (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.
2014A
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 Doña 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 petitioner‘s 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
petitioner‘s 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 one‘s 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.‖
SYCIP V. CA, 134 SCRA 317
Obligations and Contracts; Criminal Law; Compensation cannot take place where, with respect to the money involved in the
estafa case, the complainant was merely acting as agent of another. In set-off the two persons must in their own right be
creditor and debtor of each other.—In this third and fourth assigned errors, petitioner contends that respondent Court of
Appeals erred in not applying the provisions on compensation or setting-off debts under Articles 1278 and 1279 of the New
Civil Code, despite evidence showing that Jose K. Lapuz still owed him an amount of more than P5,000.00 and in not
dismissing the appeal considering that the latter is not legally the aggrieved party. This contention is untenable. Compensation
cannot take place in this case since the evidence shows that Jose K. Lapuz is only an agent of Albert Smith and/or Dr. Dwight
Dill. Compensation takes place only when two persons in their own right are creditors and debtors of each other, and that each
one of the obligors is bound principally and is at the same time a principal creditor of the other. Moreover, as correctly pointed
out by the trial court, Lapuz did not consent to the off-setting of his obligation with petitioner‘s obligation to pay for the 500
shares.
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;
CIA. MARITIMA V. CA, 135 SCRA 593
Obligations; Compensation cannot take place where one of the debts is not liquidated as when there is a running interest still
to be paid thereon.—More, the legal interest payable from February 3, 1951 on the sum of P40,797.54, representing useful
expenses incurred by PAN-ORIENTAL, is also still unliquidated since interest does not stop accruing ―until the expenses are
fully paid.‖ Thus, we find without basis REPUBLlC‘s allegation that PAN-ORIENTAL‘s claim in the amount of P40,797.54 was
extinguished by compensation since the rentals payable by PAN-ORIENTAL amount to P59,500.00 while the expenses reach
only P40,797.54. Deducting the latter amount from the former, REPUBLIC claims that P 18, 702.46 would still be owing by
PAN-ORIENTAL to REPUBLIC. That argument loses sight of the fact that to the sum of P40,797.54 will still have to be added
the legal rate of interest ―from February 3, 1951 until fully paid.‖
(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. (1196)
REPUBLIC V. DE LOS ANGELES, 98 SCRA 103
INTERNATIONAL CORPORATE BANK V. IAC, 163 SCRA 296
Obligations and Contracts; Foreclosure of Mortgage; Requisites of Legal Compensation under Art. 1279 of Ciuil Code.—
Petitioner contends that after foreclosing the mortgage, there is still due from private respondent as deficiency the amount of
P6.81 million against which it has the right to apply or set off private respondent's money market claim ofPl,062,063.83. The
argument is without merit. As correctly pointed out by the respondent Court of Appeals—"Compensation shall take place when
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
two persons, in their own right, are creditors and debtors of each other. (Art. 1278, Civil Code). 'When all the requisites
mentioned in Art. 1279 of the Civil Code are present, compensation takes effect by operation of law, even without the consent
or knowledge of the debtors.' (Art. 1290, Civil Code). Article 1279 of the Civil Code requires among others, that in order that
legal compensation shall take place, 'the two debts be due' and 'they be liquidated and demandable.' Compensation is not
proper where the claim of the person asserting the set-off against the other is not clear nor liquidated; compensation cannot
extend to unliquidated, disputed claim arising from breach of contract. (Compania General de Tabacos vs. French and Unson,
39 Phil. 34; Lorenzo & Martinez vs. Herrero, 17 Phil. 29). "There can be no doubt that petitioner is indebted to private
respondent in the amount ofPl,062,063.83 representing the proceeds of her money market investment. This is admitted. But
whether private respondent is indebted to petitioner in the amount of P6.81 million representing th$ deficiency balance after
the foreclosure of the mortgage executed to secure the loan extended to her, is vigorously disputed. This circumstance
prevents legal compensation from taking place." (CA Decision, Rollo, pp. 112-113).
2014A
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."
ONG V. CA, 177 SCRA 402
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 Ong‘s 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.
PIONEER INSURANCE V. CA, 180 SCRA 126
COULDN’T FIND CASE.
SILAHIS MARKETING V. IAC, 180 SCRA 21
FACTS:
On various dates in October, November and December, 1975, Gregorio de Leon doing business under the name and style of
Mark Industrial Sales sold and delivered to Silahis Marketing Corporation various items of merchandise covered by several
invoices in the aggregate amount of P22,213.75 payable within thirty (30) days from date of the covering invoices.
Allegedly due to Silahis' failure to pay its account upon maturity despite repeated demands, de Leon filed a complaint for the
collection of the said accounts including accrued interest thereon in the amount of P661.03 and attorney's fees of P5,000.00
plus costs of litigation.
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 assignee’s 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 equities—i.e., the defenses—which 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 petitioner‘s 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)
MINDANAO PORTLAND CEMENT V. CA, 120 SCRA 930
Civil Law; Obligations; Compensation; Automatic compensation, requisites of, present; Extinguishment of two debts arising
from final and executory judgments due to compensation by operation of law; Case at bar.—It is clear from the record that both
corporations, petitioner Mindanao Portland Cement Corporation (appellant) and respondent Pacweld Steel Corporation
(appellee), were creditors and debtors of each other, their debts to each other consisting in final and executory judgments of
the Court of First Instance in two (2) separate cases, ordering the payment to each other of the sum of P10,000.00 by way of
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, Peñamante.
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attorney‘s fees. The two (2) obligations, therefore, respectively offset each other, compensation having taken effect by
operation of law and extinguished both debts to the concurrent amount of P10,000.00, pursuant to the provisions of Arts. 1278,
1279 and 1290 of the Civil Code, since all the requisites provided in Art. 1279 of the said Code for automatic compensation
―even though the creditors and debtors are not aware of the compensation‖ were duly present.
2014A
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.
LAND BANK V. CA, 181 SCRA 610
DOCTRINE
A party cannot unilaterally novate the printed terms of a bond agreement by placing a notation on the application form for its
issuance, without showing proof that there has been either novation in the subject matter of the bond agreement or (partial)
subrogation of the creditor (obligee).
FACTS
Spouses Suarez were former owners of agricultural lands that was subjected to the Operation Land Transfer (OLT) under
Presidential Decrees Nos. 2 and 127. As part of the financing support for OLT, Land Bank of the Philippines (‖Bank‖) issued 3
Land Bank Interim Bond Certificates registered in the name of Sps. Suarez as partial payment for their agricultural lands
(Serial Nos. A-02918-F for the amount of P241,160.00; A-02915-F for P309,440.00; and A- 03058-F for P72,740.00) with a
maturity of 25 years from date of issue and bear interest at the rate of 6% per annum, tax-free and payable semi- annually on
May 20 and November 20 of each year.
On 17 March 1975, Sps. Suarez requested the Bank to convert their bonds from registered bonds to bearer bonds, in
preparation for their intended delivery or transfer to third parties. For this purpose, respondents were required to fill up three (3)
sets of LBP Form No. 64· Request for Transfer/ Redenomination of Bonds. In each of said LBP forms, respondents
themselves inserted the following notation·
NOTE: It is understood that the interest from November 21, 1974 to March 17, 1975 shall accrue to the
transferor.
This notation was typed in by a clerk of the Bank at the exclusive request of Sps. Suarez, and was done not in response to any
question posed by the LBP Form 64 nor to fill in any blank line required by LBP Form 64 to be filled up. The LBP Forms 64
were processed and signed by the manager of Bank‘s Cash Department, Mr. Bajada. Thereafter and upon the surrender by
respondents of their registered bonds, 8 new bearer bonds with different denominations but of equivalent aggregate face value
were issued by the Bank to the Spouses Suarez. The new bonds were covered by the same terms and conditions as the prior
registered bonds.
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 Bank‘s 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 government‘s 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.
REYES V. CA, 264 SCRA 35
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 attorney‘s 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, 1974·May 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 concerned—the
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 petitioner‘s and respondent Eleazar‘s agreement that
BERMIC would directly settle its obligation with the real owners of the funds—the 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-MBAI‘s consent to the new agreement between petitioner and respondent Eleazar much less an
indication of AFP-MBAI‘s 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 concerned—the 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, Peñamante.
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2014A
no novation if no new contract was executed by the parties.
Same; Same; Same; Novation is never presumed—there must be an express intention to novate.—The fact that respondent
Eleazar made payments to AFP-MBAI and the latter accepted them does not ipso facto result in novation. There must be an
express intention to novate—animus novandi. Novation is never presumed. Article 1300 of the Civil Code provides inter alia
that conventional subrogation must be clearly established in order that it may take effect.
Obligations; Novation; It is a rule that novation by substitution of debtor must always be made with the consent of the
creditor.—This contention is bereft of any legal and factual basis. Just like in the first questioned resolution, no novation took
place in this case. A thorough examination of the records shows that no hard evidence was presented which would expressly
and unequivocably demonstrate the intention of respondent AFP-MBAI to release petitioner from her obligation to pay under
the contract of sale of securities. It is a rule that novation by substitution of debtor must always be made with the consent of
the creditor.
Same; Same; The mere circumstance of the creditor receiving payments from a third party who acquiesced to assume the
obligation of the debtor when there is clearly no agreement to release the debtor from her responsibility does not constitute
novation—at most, it only creates a juridical relation of co-debtorship or suretyship on the part of the third party to the
contractual obligation of the debtor, and the creditor can still enforce the obligation against the debtor.—The consent of the
creditor to a novation by change of debtor is as indispensable as the creditor‘s consent in conventional subrogation in order
that a novation shall legally take place. The mere circumstance of AFP-MBAI receiving payments from respondent Eleazar
who acquiesced to assume the obligation of petitioner under the contract of sale of securities, when there is clearly no
agreement to release petitioner from her responsibility, does not constitute novation, at most, it only creates a juridical relation
of co-debtorship or suretyship on the part of respondent Eleazar to the contractual obligation of petitioner to AFP-MBAI and the
latter can still enforce the obligation against the petitioner.
QUINTO V. PEOPLE, 305 SCRA 708
Civil Law; Contracts; Novation; Novation may be extinctive or modificatory; Essential requisites for extinctive novation to
exist.—Novation, in its broad concept, may either be extinctive or modificatory. It is extinctive when an old obligation is
terminated by the creation of a new obligation that takes the place of the former; it is merely modificatory when the old
obligation subsists to the extent it remains compatible with the amendatory agreement. An extinctive novation results either by
changing the object or principal conditions (objective or real), or by substituting the person of the debtor or subrogating a third
person in the rights of the creditor (subjective or personal). Under this mode, novation would have dual functions—one to
extinguish an existing obligation, the other to substitute a new one in its place—requiring a conflux of four essential requisites:
(1) a previous valid obligation; (2) an agreement of all parties con cerned to a new contract; (3) the extinguishment of the old
obligation; and (4) the birth of a valid new obligation.
Same; Same; Same; Novation is never presumed.—Novation is never presumed, and the animus novandi, whether totally or
partially, must appear by express agreement of the parties, or by their acts that are too clear and unequivocal to be mistaken.
Same; Same; Same; Extinguishment of the old obligation by the new one is a necessary element of novation which may be
effected either expressly or impliedly.—The extinguishment of the old obligation by the new one is a necessary element of
novation which may be effected either expressly or impliedly. The term ―expressly‖ means that the contracting parties
incontrovertibly disclose that their object in executing the new contract is to extinguish the old one. Upon the other hand, no
specific form is required for an implied novation, and all that is prescribed by law would be an incompatibility between the two
contracts. While there is really no hard and fast rule to determine what might constitute to be a sufficient change that can bring
about novation, the touchstone for contrariety, however, would be an irreconcilable incompatibility between the old and the
new obligations.
Same; Same; Same; Two ways which could indicate the presence of novation; Test of incompatibility is whether or not the two
obligations can stand together, each one having its independent existence.—There are two ways which could indicate, in fine,
the presence of novation and thereby produce the effect of extinguishing an obligation by another which substitutes the same.
The first is when novation has been explicitly stated and declared in unequivocal terms. The second is when the old and the
new obligations are incompatible on every point. The test of incompatibility is whether or not the two obligations can stand
together, each one having its independent existence. If they cannot, they are incompatible and the latter obligation novates the
first. Corollarily, changes that breed incompatibility must be essential in nature and not merely accidental. The incompatibility
must take place in any of the essential elements of the obligation, such as its object, cause or principal conditions thereof;
otherwise, the change would be merely modificatory in nature and insufficient to extinguish the original obligation.
Same; Same; Same; There are two forms of novation by substituting the person of the debtor, depending on whose initiative it
comes from, to wit: expromision and delegacion.—There are two forms of novation by substituting the person of the debtor,
depending on whose initiative it comes from, to wit: expromision and delegacion. In the former, the initiative for the change
does not come from the debtor and may even be made without his knowledge. Since a third person would substitute for the
original debtor and assume the obligation, his consent and that of the creditor would be required. In the latter, the debtor offers,
and the creditor accepts, a third person who consents to the substitution and assumes the obligation, thereby releasing the
original debtor from the obligation; here, the intervention and the consent of all parties thereto would perforce be necessary. In
either of these two modes of substitution, the consent of the creditor, such as can be seen, is an indispensable requirement.
FOUNDATION SPECIALISTS V. BETONVAL, 596 SCRA 697 [2009]
Facts:
FSI (buyer) and Betonval (seller) entered into a contract of sale of cement. The provisions of the contract state that:
(a) for FSI to supply the cement to be made into ready mixed concrete;
(b) for FSI to pay Betonval within seven days after presentation of the invoices plus 30% interest p.a. in case of
overdue payments and
(c) a credit limit of P600,000 for FSI.
FSI failed to pay on time since it was having financial difficulties. As an accommodation to FSI, Betonval extended the seven
day credit period to 45 days. After a while, Betonval demanded again (P2,349,460) and informed FSI that further defaults
would leave it no other choice but to impose the stipulated interest for late payments and take appropriate legal action to
protect its interest. FSI in turn replied that it was still verifying the correctness of Betonval‘s claims but nevertheless sent
Betonval a proposed schedule of payments devised with a liability for late payments fixed at 24% p.a. FSI eventually paid
P1,114,203.34, which is the principal amount without interest.
Betoval filed case in RTC + attached properties of FSI. Betonval won, but FSI was awarded damages because of the wrongful
attachment of their properties. Thus Betonval and FSI appealed (but FSI didn‘t pay docket fees so their appeal was
dismissed). CA ruled that FSI should pay Betonval the value of unpaid ready mixed concrete at 24% p.a. with the aggregate
sum to further earn an annual interest rate of 12% from the finality of this decision, until full payment. FSI appealed to SC.
FSI is claiming that since Betonval gave them a 45 day credit extension, and only claimed 24% interest when they filed the
case in court, the provisions of the contract were waived. Therefore, the interest should only be 6% because their contract
stipulated no interest since it was novated (extinctive novation).
Issue:
W/N contract was novated such that interest is now 24% p.a. instead of 30% as stipulated
Held:
Rate should be 24%
Ratio:
Novation is one of the modes of extinguishing an obligation. It is done by the substitution or change of the obligation by a
subsequent one which extinguishes the first, either by changing the object or principal conditions, or by substituting the person
of the debtor, or by subrogating a third person in the rights of the creditor. Novation may either be
1. Extinctive novation

never presumed;

there must be an express intention to novate;

has the twin effects of,
o
first, extinguishing an existing obligation and,
o
second, creating a new one in its stead.
•
presupposes a confluence of four essential requisites:
(1) a previous valid obligation,
(2) an agreement of all parties concerned to a new contract,
(3) the extinguishment of the old obligation, and
(4) the birth of a valid new obligation.
2. Modificatory
•
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 wasn‘t 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, Peñamante.
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Art. 1292. In order that an obligation may be extinguished by another which substitute the same, it is
imperative that it be so declared in unequivocal terms, or that the old and the new obligations be on
every point incompatible with each other. (1204)
2014A
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.
FUA V. YAP, 74:287
We concur in the theory that appellants liability under the judgment in civil case No. 42125 had been extinguished by the
settlement evidenced by the mortgage executed by them in favor of the appellee on December 16, 1933. Although said
mortgage did not expressly cancel the old obligation, this was impliedly novated by reason of incompatibly resulting from the
fact that, whereas the judgment was for P1,538.04 payable at one time, did not provide for attorney's fees, and was not
secured, the new obligation is or P1,200 payable in installments, stipulated for attorney's fees, and is secured by a mortgage.
The appellee, however, argues that the later agreement merely extended the time of payment and did not take away his
concurrent right to have the judgment executed. This court not have been the purpose for executive the mortgage, because it
was therein recited that the appellants promised to pay P1,200 to the appellee as a settlement of the judgment in civil case No.
42125 (en forma de transaccion de la decision . . . en el asunto civil No. 42125). Said judgment cannot be said to have been
settled, unless it was extinguished.
Upon the issue of whether the agreement extinguished the judgment and plaintiff's right to an execution thereunder, this Court
held:
A final judgment is one of the most solemn obligations incurred by parties known to law. The Civil Code, in
article 1156, provides the method by which all civil obligations may be extinguished. One of the methods
recognized by said code for the extinguishment of obligations is that by novation. (Civil Code, arts. 1156, 1203,
1213.) In order, however, that an obligation shall be extinguished by another obligation (novation) which
substitutes it, the law requires that the novation or extinguishment shall be expressly declared or that the old
and the new obligations shall be absolutely incompatible. (Civil Code, art. 1204.) In the present case, the
contract referred to does not expressly extinguish the obligations existing in said judgment. Upon the contrary,
it expressly recognizes the obligation existing between the parties in said judgment and expressly provides a
method by which the same shall be extinguished which method is, as is expressly indicated in said contract,
by monthly payments. The contract, instead of containing provisions "absolutely incompatible" with the
obligations of the judgment, expressly ratifies such obligations and contains provisions for satisfying them.
The said agreement simply gave the plaintiff a method and more time for the satisfaction of said judgment. It
did not extinguish the obligations contained in the judgment, until the terms of said contract had been fully
complied with. Had the plaintiff continued to comply with the conditions of said contract, he might have
successfully invoked its provisions against the issuance of an execution upon said judgment. The contract
and the punctual compliance with its terms only delayed the right of the defendant to an execution upon the
judgment. The judgment was not satisfied and the obligations existing thereunder still subsisted until the
terms of the agreement had been fully complied with. The plaintiff was bound to perform the conditions
mentioned in said contract punctually and fully, in default of which the defendant was remitted to the original
rights under his judgment. (pp. 159-160.)
I see no reason why this decision cannot be made to control in the instant case. Here, as in the Zapanta case, there was an
agreement providing for the manner of payment of the obligation under the judgment. In both cases plaintiff has by express
stipulation, the option to enter an independent suit against defendant should the latter fail to comply with the terms of the
settlement. If, in the Zapante case plaintiff alternative right to execute the judgment has been upheld. I perceive no cogent
reason why plaintiff in the instant case would be denied a like option to merely execute the judgment and be compelled,
instead, to enter an independent suit on the terms of the settlement The spirit of the new Rules which frowns upon multiplicity
of suits lends additional argument against the majority view.
The majority maintains that here there is an implied novation by "reason of incompatibility resulting from the fact that, whereas
the judgment was for P1,538.04 payable at one time, did not provide for attorney's fees, and was not secured, the new
obligation is for P1,200 payable in installments, stipulates for attorney's fees, and is secured by a mortgage." With respect to
the amount, it should be noted that, "while the obligation under the judgment was reduced to P1,200, there was, however, a
stipulation to the effect that the discount would be recoverable in the event of appellants' default to comply with the terms of
the agreement. And as to attorney's fees and the security by way of mortgage, the stipulation therefor contained in the
agreement is of no moment, for it is merely incidental to, and anticipatory of, a suit which appellee may choose to take against
appellants. Far, therefore, from extinguishing the obligation under the judgment, the agreement ratifies it and provides merely
a new method and more time for the judgment debtor to satisfy it. If the judgment debtor fail to comply with the terms of the
agreement, the judgment creditor shall be deemed remitted to his original rights under the judgment which he may choose to
execute or enter, instead, a separate suit on the terms of the settlement. This is the ratio decidendi in the Zapanta case; this is
the ratio decidendi here.
MILLAR V. CA, 38 SCRA 642
Facts:
Eusebio Millar obtained a favorable judgment from the CFI in a collection case against Antonio Gabriel. After the remand of the
CA of the case, the petitioner moved ex parte for the execution of the judgment. The respondent, however, pleaded with the
petitioner to release the jeep under an arrangement whereby the respondent, to secure the payment of the judgment debt,
agreed to mortgage the vehicle in favor of the petitioner. The petitioner agreed to the arrangement; thus, the parties, on
February 22, 1957, executed a chattel mortgage on the jeep. It was stipulated that upon failure to pay the first instalment, a
writ of execution would be obtained against respondent Gabriel.
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.
SANDICO V. PIGUING, 42 SCRA 322
Judgments; Interpretation of parties as embodied in a subsequent agreement.—–No doubt exists that the parties entered into
the agreement, fully aware of the judgment of the appellate court ordering the respondent to comply with two obligations, to wit,
payment of a sum of money and recognition of the easement. The receipt evidencing the agreement, aside from providing for
the reduction of the money judgment, provides for the reconstruction of the irrigation canal. Such constitutes the interpretation
accorded by the parties to that part of the dispositive portion of the appellate court‘s judgment condemning the respondent to
recognize the easement. This stipulation—– one wherein the respondent clearly recognizes his obligation ―to reconstruct the
irrigation canal‖—– embodied in precise and clear terms in the receipt binds the said respondent, a signatory to the said
receipt, and requires from him full compliance.
Same; Reduction of money judgment by subsequent agreement of parties; Effect of.—We adjudge the respondent‘s judgment
debt as having been fully satisfied. We see no valid objection to the petitioners and the respondent entering into an agreement
regarding the monetary obligation of the latter under the judgment of the Court of Appeals, reducing the same from P6,000 to
P4,000. The payment by the respondent of the lesser amount of P4.000, accepted by the petitioners without any protest or
objection and acknowledged by them as ―in full satisfaction of the money judgment‖ in civil case 1554, completely extinguished
the judgment debt and released the respondent from his pecuniary responsibility.
Same; Contempt of court for failure to execute judgment; Section 9, Rule 39 of the Rules of Court in connection with Section
10 of the same Rule.—–Section 9 refers to a judgment directing the performance of a specific act which the said judgment
requires the party or person to personally do because of his personal qualifications and circumstances. Section 10 refers to a
judgment requiring the execution of a conveyance of land or the delivery of deeds or other documents or the performance of
any other specific act susceptible of execution by some other person or in some other way provided by law with the same
effect. Under section 10, the court may designate some other person todo the act ordained to be done by the judgment, the
reasonable cost of its performance chargeable to the disobedient party. The act, when so done, shall have the same effect as
if performed by the party himself. In such an instance, the dis-obedient party incurs no liability for contempt. Under section 9,
the court may resort to proceedings for contempt in order to enforce obedience to a judgment which requires the personal
performance of a specific act other than the payment of money, or the sale or delivery of real or personal property.
Civil law; Obligations and contracts; Novation.—Novation results in two stipulations—one to extinguish an existing obligation,
the other to substitute a new one in its place. Fundamental it is that novation effects a substitution or modification of an
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, Peñamante.
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obligation by another or an extinguishment of one obligation by the creation of another. Additionally, to sustain novation
necessitates that the same be so declared in unequivocal terms—– clearly and unmistakably shown by the express agreement
of the parties or by acts of equivalent import—– or that there is complete and substantial incompatibility between the two
obligations.
Remedial law; Writ of execution; Grounds for the quashal of the writ of execution.—Courtshave jurisdiction to entertain motions
to quash previously issued writs of execution because courts have the inherent power, for the advancement of justice, to
correct the errors of their ministerial officers and to control their own processes. However, this power, well circumscribed, to
quash the writ, may be exercised only in certain situations, as when it appears that (a) the writ has been improvidently issued,
or (b) the writ is defective in substance, or (c) the writ has been issued against the wrong party, or (d) the judgment debt has
been paid or otherwise satisfied, or (e) the writ has been issued without authority, or (f) there has been a change in the
situation of the parties which renders such execution inequitable, or (g) the controversy has never been submitted to the
judgment of the court, and, therefore, no judgment at all has ever been rendered thereon.
2014A
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 indemnitor’s 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.
BALILA V. IAC, 155 SCRA 262
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
petitioner‘s 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.
COCHINGYAN V. R&B SURETY, 151 SCRA 339
PEOPLE’S BANK V. SYVEL’S, 164 SCRA 247
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
achieved—an 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]).
NPC V. DAYRIT, 125 SCRA 849
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 Code—which 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 surety’s consent would deprive the latter of his right to pay the creditor and to be immediately subrogated to the
creditor’s 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 surety‘s consent would deprive the surety of his right to pay the
creditor and to be immediately subrogated to the creditor‘s 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 achieved—an 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
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
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 ri ghts of
the creditor. Novation, unlike other modes of extinction of obligations, is a juridical act with a dual function, namely, it
extinguishes an obligation and creates a new one in lieu of the old. It can be objective, subjective, or mixed. Objective novation
occurs when there is a change of the object or principal conditions of an existing obligation while subjective novation occurs
when there is a change of either the person of the debtor, or of the creditor in an existing obligation. When the change of the
object or principal conditions of an obligation occurs at the same time with the change of either in the person of the debtor or
creditor a mixed novation occurs.
Same; Same; Same; Novation will not be allowed unless it is clearly shown by express agreement, or by acts of equal
import.—The well settled rule is that novation is never presumed. Novation will not be allowed unless it is clearly shown by
express agreement, or by acts of equal import. Thus, to effect an objective novation 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 new one. In the same vein, to effect a subjective novation by a change in the person of the debtor it is necessary that the
old debtor be released expressly from the obligation, and the third person or new debtor assumes his place in the relation.
There is no novation without such release as the third person who has assumed the debtor‘s obligation becomes merely a codebtor or surety.
Same; Same; Same.—The attendant facts herein do not make a case of novation. There is nothing in the records to show the
unequivocal intent of the parties to novate the three loan agreements through the execution of PN No. BDS-3065. The
provisions of PN No. BDS-3065 yield no indication of the extinguishment of, or an incompatibility with, the three loan
agreements secured by the real estate mortgages over TCT No. 105233. On its face, PN No. BDS-3065 has these words
typewritten: ―secured by REM‖ and ―9. COLLATERAL. This is wholly/partly secured by: (x) real estate‖ which strongly negate
petitioners‘ asseveration that the consolidation of the three loans effected the discharge of the mortgaged real estate property.
Same; Same; Same; Novation arising from a purported change in the person of the debtor must be clear and express as it is
never presumed.—Neither can it be validly contended that there was a change or substitution in the persons of either the
creditor (Metrobank) or more specifically the debtors (petitioners) upon the consolidation of the loans in PN No. BDS 3605.
The bare fact of petitioners‘ conversion from a partnership to a corporation, without sufficient evidence, either testimonial or
documentary, that they were expressly released from their obligations, did not make petitioner AJAX, with its new corporate
personality, a third person or new debtor within the context of a subjective novation. If at all, petitioner AJAX only became a codebtor or surety. Without express release of the debtor from the obligation, any third party who may thereafter assume the
obligation shall be considered merely as co-debtor or surety. Novation arising from a purported change in the person of the
debtor must be clear and express because, to repeat, it is never presumed. Clearly then, from the aforediscussed points,
neither objective nor subjective novation occurred here.
Same; Same; Mortgage; Action to foreclose a mortgage is usually limited to the amount mentioned in the mortgage, but where
the intent of contracting parties is manifest that the mortgaged property shall also answer for future loans or advancements
then the same is not improper as it is valid and binding between the parties.—An action to foreclose a mortgage is usually
limited to the amount mentioned in the mortgage, but where on the four corners of the mortgage contracts, as in this case, the
intent of the contracting parties is manifest that the mortgaged property shall also answer for future loans or advancements
then the same is not improper as it is valid and binding between the parties. For merely consolidating and expediently making
current the three previous loans, the loan of P1.0 million under PN BDS No. 3605, secured by the real estate property, was
correctly included in the foreclosure‘s bid price. The inclusion of the unsecured loan of P970,000.00 under PN BDS NO. 3583,
however, was found to be improper by public respondent which ruling we shall not disturb for Metrobank‘s failure to appeal
therefrom. Nonetheless, the inclusion of PN BDS No. 3583 in the bid price did not invalidate the foreclosure proceedings. As
correctly pointed out by the Court of Appeals, the proceeds of the auction sale should be applied to the obligation pertaining to
PN BDS No. 3605 only, plus interests, expenses and other charges accruing thereto. It is Metrobank‘s duty as mortgagee to
return the surplus in the selling price to the mortgagors.
CRUZ V. CA, 293 SCRA 239
Doctrine:
Contracts constitute the law between the parties. They must be read together and interpreted in an manner that reconciles
and gives life to all of them. The intent of the parties, as shown by the clear language used, prevails over post
facto explanations that find no support from the words employed by the parties of from their contemporary and subsequent
acts showing their understanding of such contracts. Furthermore, a subsequent agreement cannot novate or change by
implication a previous one, unless old and new contracts are, on every point, incompatible with each other. Finally, collateral
facts may be admitted in evidence when a rational similarity exists between the conditions giving rise to the fact offered and
the circumstances surrounding the issue or fact to be proved.
Facts:
A notarized deed of partial partition and a memorandum of agreement were executed by the Cruz children and their mother on
lands in Taytay. The MOA states that ―despite the execution of this Deed of Partial Partition and the eventual disposal or sale
of their respective shares, the contracting parties herein covenanted and agreed among themselves and by these presents do
hereby bind themselves to one another that they shall share alike and received equal shares from the proceeds of the sale of
any lot or lots allotted to and adjudicated in their individual names by virtue of this deed of partial partition; That this Agreement
shall continue to be valid and enforceable among the contracting parties herein up to and until the last lot covered by the Deed
of [P]artial [P]artition above adverted to shall have been disposed of or sold and the proceeds thereof equally divided and their
respective shares received by each of them.‖
The documents were registered and annotated in the TCTs of the properties involved.
Meanwhile, Sps Malolos filed a complaint against one of the Cruz children for sum of money. The case was decided in favor of
the spouses thus the sheriff of the court levied upon the lands in question. For failure to redeem the property, the Malolos
2014A
asked for the owner‘s 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)
RODRIGUEZ V. REYES, 37 SCRA 195
Civil law; Mortgage; Caveat emptor; Mortgage is merely an encumbrance on the property.—The maxim ―caveat emptor‖
applies only to execution sales, and this was not one such. The mere fact that the purchaser of an immovable has notice that
the required realty is encumbered with a mortgage does not render him liable for the payment of the debt guaranteed by the
mortgage, in the absence of stipulation or condition that he is plain: the mortgage is merely an encumbrance on the property,
entitling the mortgagee to have the property foreclosed, i.e., sold, in case the principal obligor does not pay the mortgage debt,
and apply the proceeds of the sale to the satisfaction of his credit. Mortgage is merely an accessory undertaking for the
convenience and security of the mortgage creditor, and exists independently of the obligation to pay the debt secured by it.
The mortgagee, if he is so minded, can waive the mortgage security and proceed to collect the principal debt by personal
action against the original mortgagor.
Same; Obligations and contracts; Novation; Buyer cannot obligate himself to replace the debtor in principal obligation nor do
so in law without creditor’s consent.—By buying the property covered by TCT No. 48979 with notice that it was mortgaged,
respondent Dualan only undertook either to pay or else allow the land‘s being sold if the mortgage creditor could not or did not
obtain payment from the principal debt when the debt matured. Nothing else. Certainly the buyer did not obligate himself to
replace the debtor in the principal obligation, and he could not do so in law without the creditor‘s consent. Article 1293 of the
Civil Code governs.
Same; Same; Same; Obligation to discharge the mortgage indebtedness.—The obligation to discharge the mortgage
indebtedness remained on the shoulders of the original debtors and their heirs since the record is devoid of any evidence of
contrary intent.
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Same; Same; Liability of respondent to discharge mortgage by paying or settling with the mortgage creditor when original
mortgagors fail to satisfy the debt.—Upon the other hand, the orders complained of, in so far as they require the vendors-heirs
to clear the title to the land sold to respondent Dualan, when the latter did it with full knowledge that the same was subject to a
valid and subsisting mortgage, is plainly erroneous. In submitting his bid, Dualan is presumed to know, and in fact did know,
that the property was subject to a mortgage lien that such encumbrance would make him, as purchaser, eventually liable to
discharge mortgage by paying or settling with the mortgage creditor, should the original mortgagors fail to satisfy the debt.
Normally, therefore, he would have taken this eventuality into account in making his bid, and offer a lower amount for the lot
than if it were not encumbered. If he intended his bid to be understood as conditioned upon the property being conveyed to
him free from encumbrance, it was his duty to have so stated in his bid, or at least before depositing the purchase price. He did
not do so, and the bid must be understood and taken to conform to the normal practice of the buyer‘s taking the mortgaged
property subject to the mortgage. Consequently, he may not demand that the vendors should discharge the encumbrance
aforesaid.
Same; No meeting of the minds on the bidding is belied by the conduct.—The claim that there was no meeting of the minds is
not only inconsistent with petitioners‘ own argument on the main issue, but, is belied by their conduct. The fact is that an offer
to sell was advertised, a bidding was conducted, and the winning bidder deposited the price. A rebidding would have been
proper had all the parties agreed to it, but did not. Instead, the petitioners authorized their lawyer to negotiate for the
redemption of the property, thereby implying that they have accepted the validity of the sale and that their questioning it row is
but an afterthought.
Same; Annulling of the sale for the participation of the respondent’s counsel.—The third ground relied upon in the petition for
annuling the sale is the participation of Atty. Ambrosio Padilla in the auction sale on behalf of respondent Bualan while still the
counsel of record for respondent Benipayo. The ground lacks merit, for the reason that petitioners have not shown that they
were in any way prejudiced, and they had, by their conduct, accepted the validity of the sale.
Article 1305
Art. 1305. A contract is a meeting of minds between two persons whereby one binds himself, with
respect to the other, to give something or to render some service. (1254a)
BATCHELDER V. CB, 44 SCRA 45
Taken from http://www.scribd.com/doc/104366840/George-DIGEST.
DOCTRINE
Monetary Board resolutions do not create contracts between Central Bank and dollar earner - Considering the fundamental
meaning of „contracts under the Civil Law and the nature of the administrative authority of the Monetary Board to promulgate
rules and regulations governing the monetary and banking system of the Philippines, the Monetary Board Resolutions Nos.
857 dated June 17, 1960 and 695 dated April 28, 1961 are not contracts that give rise to obligations which must be fulfilled by
the Central Bank in favor of affected parties. These resolutions merely lay down a general policy on the utilization of the dollar
earnings of Filipino and resident. American contractors undertaking projects in U.S. military bases.
FACTS:
Monetary Board Resolution No. 857 requires Filipino and American resident contractors for constructions in U.S. military bases
in the Philippines to surrender to the Central Bank their dollar earnings under their respective contracts but were entitled to
utilize 90% of their surrendered dollars for importation at the preferred rate of commodities for use within or outside said U.S.
military bases. Resolution 695 moreover, denies their right to reacquire at the preferred rate ninety per cent (90%) of the
foreign exchange the sold or surrendered earnings to Central Bank for the purpose of determining whether the imports against
proceeds of contracts entered into prior to April 25, 1960 are classified as dollar-to-dollar transactions or not. George
Batchelder, an American Citizen permanently residing in the Philippines who is engaged in the Construction Business,
surrendered to the Central Bank his dollar earnings amounting to U.S. $199,966.00. He compels Central Bank of the
Philippines to resell to him$170,210.60 at the preferred rate of exchange of two Philippine pesos for one American dollar, more
specifically P2.00375 which was denied by the court. He then contended that said decision failed to consider that if there was
no contract obligating the bank to resell to him at the preferred rate, the judgment of the lower court canand should
nevertheless be sustained on the basis of there being such an obligation arising from law.
ISSUE:
Whether or not Central Bank has the obligation arising from law to resell theUS$154,094.56 to Batchelder at the preferred rate.
Otherwise stated
Whether or not the issuance of a monetary policy by the Central Bank, thereafter implemented by the appropriate resolutions,
as to the rate of exchange at which dollars after being surrendered and sold to it could be re-acquired, creates a contractual
obligation.
2014A
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)
REPUBLIC V. PLDT, 26 SCRA 620
HELD:
NO.
Central Bank was intended to attain basic objectives in the field of currency and finance.
―It shall be the responsibility of the Central Bank of the Philippines to administer the monetary and banking system of the
Republic. It shall be the duty of the Central Bank to use the powers granted to it under this Act to achieve the following
objectives: (a) to maintain monetary stability in the Philippines; (b) to preserve the international value of the peso and the
convertibility of the peso into other freely convertible currencies; and (c) to promote a rising level of production, employment
and real income in the Philippines." It is, of course, true that obligations arise from 1) law; 2) contracts; 3) quasi-contracts;4)
acts or omissions punished by law and 5) quasi-delicts. One of the sources an obligation then is a law. A legal norm could so
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 RCA‘s 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.

PLDT then gave notice to RCA to terminate the contract.

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, Peñamante.
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



BOT then entered into an agreement w/ RCA for a service where BOT would convey radio-telephone calls received by
RCA‘s 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.
CUI V. ARELLANO UNIVERSITY, 2 SCRA 205
FACTS:
Cui, before the schoolyear 1948-1949 took up preparatory law course in Arellano University. After he finished, he enrolled in
the College of Law of the same university. He finished his law studies up to and including the 1 st semester of 4th year. During
all the years he studied there, his uncle was the dean of the College of Law and legal counsel of the said university. Cui
enrolled for the last semester of law but failed to pay his tuition because his uncle severed his connection with Arellano and
instead accepted deanship and chancellorship of the Abad Santos University College of Law. Cui then left Arellano and
instead enrolled in that school. During all his years in Arellano, he was awarded scholarship grants for scholastic merit, so that
his semestral tuition fees were returned to him after the end of each semester.
st
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 Cui‘s 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.
2014A
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.
SAURA V. SINDICO, 107:336
FACTS:
Saura and Sandico were contesting for nomination as the official candidate for the Nacionalista Party for the 4 th district of
Pangasinan. They entered into a pledge that said: Each aspirant shall respect the result of the aforesaid convention, i.e., no
one of us shall either run as a rebel or independent candidate after losing in said convention. Saura was elected to represent
the Nacionalista Party in the elections, however, Sindico, in disregard of the convenant, still filed her CoC and actively
campaigned for the position.
Saura filed a suit for recovery of damages. RTC dismissed stating that (1) the subject matter of the contract, being a public
office, is not within the commerce of man; and (2) the "pledge" was in curtailment of the free exercise of elective franchise and
therefore against public policy.
ISSUE:
W/N the contract is valid (NO)
RATIO:
Among those that may not be the subject matter (object) of contracts are certain rights of individuals, which the law and public
policy have deemed wise to exclude from the commerce of man. Among them are the political rights conferred upon citizens,
including, but not limited to, one's right to vote, the right to present one's candidacy to the people and to be voted to public
office, provided, however, that all the qualifications prescribed by law obtain. Such rights may not, therefore, be bargained
away curtailed with impunity, for they are conferred not for individual or private benefit or advantage but for the public good
and interest.
LEAL V. IAC, 155 SCRA 394
Civil Law; Contracts; Contracts are generally binding between the parties, their assigns and heirs; Under Art 1255 of the Civil
Code of Spain, parts, clauses and conditions which are contrary to public order are null and void.—Contracts are generally
binding between the parties, their assigns and heirs; however, under Art. 1255 of the Civil Code of Spain, which is applicable
in this instance, pacts, clauses, and conditions which are contrary to public order are null and void, thus, without any binding
effect.
Same; Same; Same; Same; The equivalent provision in the Civil Code of the Philippines of Art. 1255 of the Civil Code of Spain
is Art. 1306; Public order and public policy, interpreted.—Parenthetically, the equivalent provision in the Civil Code of the
Philippines is that of Art. 1306, which states: ‗That 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.‖ Public order signifies the public weal-public policy. Essentially, therefore, public order and public policy mean one and
the same thing. Public policy is simply the English equivalent of ―orden publico‖ in Art. 1255 of the Civil Code of Spain.
Same: Same; Sale; Land Registration; Annotation on title; Prohibition to sell property to third parties which is indefinite and
unlimited as to time, which shall continue to be applicable even beyond the lifetime of the original parties to the contract, is a
nullity.—One such condition which is contrary to public policy is the present prohibition to sell to third parties, because the
same virtually amounts to a perpetual restriction on the right of ownership, specifically the owner‘s right to freely dispose of his
properties. Thus, we hold that any such prohibition, indefinite and unlimited as to time, so much so that it shall continue to be
applicable even beyond the lifetime of the original parties to the contract, is, without doubt, a nullity. In the light of this
pronouncement, we grant the petitioners‘ prayer for the cancellation of the annotations of this prohibition at the back of their
Transfer Certificates of Title.
Same; Same; Same; Redemption; Right to redeem must be expressly stipulated in the contract of sale to have legal
existence.—The law provides that for conventional redemption to take place, the vendor should reserve, in no uncertain terms,
the right to repurchase the thing sold. Thus, the right to redeem must be expressly stipulated in the contract of sale in order
that it may have legal existence.
Same; Same; Same; Same; Same; Interpretation; Absence of any express or implied grant of a right of repurchase in the
contract; Phrase ―in case of sale,‖ interpreted in case at bar.—In the case before us, we cannot find any express or implied
grant of a right to repurchase, nor can we infer, from any word or words in the questioned paragraph, the existence of any
such right. The interpretation in the resolution (Justice Sison) is rather strained. The phrase ―in case of sale‖ should be
construed to mean ―should the buyers wish to sell‖ which is the plain and simple import of the words, and not ―the buyers
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, Peñamante.
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should sell,‖ which is clearly a contorted construction of the same phrase.
Same; Same; Same; Same; Prescription; Under Art. 1508 of the Civil Code of Spain (Art 1606 of New Civil Code), the right to
redeem or repurchase in the absence of an express agreement as to time, shall last four years from the date of the contract;
Alleged right to repurchase in case at bar had expired as it was made only after 25 years from the date of the contract.—In the
respondent court‘s resolution, it is further ruled that the right to repurchase was given birth by the condition precedent provided
for in the phrase ―siempre y cuando estos ultimos pueden hacer la compra‖ (when the buyer has money to buy). In other
words, it is the respondent court‘s contention that the right may be exercised only when the buyer has money to buy. If this
were so, the second paragraph of Article 1508 would apply—there is agreement as to the time, although it is indefinite,
therefore, the right should, be exercised within ten years, because the law does not favor suspended ownership. Since the
alleged right to repurchase was attempted to be exercised by Vicente Santiago only in 1966, or 25 years from the date of the
contract, the said right has undoubtedly expired.
PAKISTAN INTERNATIONAL AIRLINES V. OPLE, 190 SCRA 90
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.
2014A
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 latter‘s 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.
NON V. DAMES, 185 SCRA 523
Schools and Universities; Constitutional Law; Due Process; Imposition of sanctions on students requires observance of
procedural due process.·There are withal minimum standards which must be met to satisfy the demands of procedural due
process; and these are, that (1) the students must be informed in writing of the nature and cause of any accusation against
them; (2) they shall have the right to answer the charges against them, with the assistance of counsel, if desired; (3) they shall
be informed of the evidence against them; (4) they shall have the right to adduce evidence in their own behalf; and (5) the
evidence must be duly considered by the investigating committee or official designated by the school authorities to hear and
decide the case. Moreover, the penalty imposed must be proportionate to the offense committed.
Same; Same; Contracts; Contracts between school and students not ordinary; It is impressed with public interest.·The Court,
in Alcuaz, anchored its decision on the „termination of contract‰ theory. But it must be repeatedly emphasized that the
contract between the school and the student is not an ordinary contract. It is imbued with public interest, considering the high
priority given by the Constitution to education and the grant to the State of supervisory and regulatory powers over all
educational institutions.
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, Peñamante.
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Same; Same; Same; A school cannot refuse to enrol a student on the simple ground that his contract expires every end of a
semester. ·Respondent school cannot justify its actions by relying on Paragraph 137 of the Manual of Regulations for Private
Schools, which provides that „[w]hen a student registers in a school, it is understood that he is enrolling . . . for the entire
semester for collegiate courses,‰ which the Court in Alcuaz construed as authority for schools to refuse enrollment to a
student on the ground that his contract, which has a term of one semester, has already expired. The „termination of contract‰
theory does not even find support in the Manual. Paragraph 137 merely clarifies that a college student enrolls for the entire
semester. It serves to protect schools wherein tuition fees are collected and paid on an installment basis, i.e. collection and
payment of the downpayment upon enrollment and the balance before examinations. Thus, even if a student does not
complete the semester for which he was enrolled, but has stayed on for more than two weeks, he may be required to pay his
tuition fees for the whole semester before he is given his credentials for transfer.
Same; Same; Same; Exclusion of a student for academic deficiency where the real cause of action for doing so is related to
possible breach of discipline·staging of a mass action and rally· violates tenets of fair play.·On the other hand, it does not
appear that the petitioners were afforded due process, in the manner expressed in Guzman, before they were refused reenrollment. In fact, it would appear from the pleadings that the decision to refuse them re-enrollment because of failing grades
was a mere afterthought. It is not denied that what incurred the ire of the school authorities was the student mass actions
conducted in February 1988 and which were led and/or participated in by petitioners. Certainly, excluding students because of
failing grades when the cause for the action taken against them undeniably related to possible breaches of discipline not only
is a denial of due process but also constitutes a violation of the basic tenets of fair play.
Same; Same; Same; Enrolment in another school no bar for readmission.·With regard to petitioner Emmanuel Barba who
respondents claim has enrolled in Ago Foundation, such fact alone, if true, will not bar him from seeking readmission in
respondent school. Same; Same; Same; Penalty to be imposed on student for breach of discipline must be commensurate to
offense committed.· But the penalty that could have been imposed must be commensurate to the offense committed and, as
set forth in Guzman, it must be imposed only after the requirements of procedural due process have been complied with. This
is explicit from the Manual of Regulations for Private Schools, which provides in Paragraph 145 that „[n]o penalty shall be
imposed upon any student, except for cause as defined in this Manual and/or in the schoolÊs rules and regulations duly
promulgated and only after due investigation shall have been conducted.‰ But this matter of disciplinary proceedings and the
imposition of administrative sanctions have become moot and academic. Petitioners, who have been refused readmission or
re-enrollment and who have been effectively excluded from respondent school for four (4) semesters, have already been more
than sufficiently penalized for any breach of discipline they might have committed when they led and participated in the mass
actions that, according to respondents, resulted in the disruption of classes. To still subject them to disciplinary proceedings
would serve no useful purpose and would only further aggravate the strained relations between petitioners and the officials of
respondent school which necessarily resulted from the heated legal battle here, in the Court of Appeals and before the trial
court.
MELENCIO-HERRERA, J., Concurring:
Schools and Universities; Contracts: The „termination of contract‰ doctrine should be overturned.·In other words, I agree with
Mme. Justice Cortes that the „termination of contract doctrine‰ should be overturned for being a doctrinal error. It is now clear
(it was quoted out of context before) that paragraph 137 of the Manual of Regulations for Public Schools falls under Section VII
on Tuition and Other Fees and is intended merely to protect schools wherein tuition fees are collected and paid on installment
basis. It cannot be construed to mean that a student shall be enrolled for only one semester.
2014A
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 P‘s 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.
LLORIN V. CA, 218 SCRA 436
Civil Law; Contracts; Escalation clause; Requisites for validity.
·xxx For a stipulation on an escalation clause to be valid, it should specifically provide (1) that there can be an increase in
interest if increased by law or by the Monetary Board, and (2) it must include a provision for reduction of the stipulated interest
in the event that the applicable maximum rate of interest is reduced by law or by the Monetary Board. The purpose of the law
in mandating the inclusion of a de-escalation clause is to prevent one-sidedness in favor of the lender which is considered
repugnant to the principle of mutuality of contracts. xxx xxx x x x. The inescapable conclusion is that a de-escalation clause is
an indispensable requisite to the validity and enforceability of an escalation clause in the contract. In other words, in the
absence of a corresponding de-escalation clause, the escalation clause shall be considered null and void.
PADILLA, J., Concurring:
Schools and Universities; The school may still refuse re- enrollment on other grounds.·It would indeed appear that, consistent
with this constitutional priority given to education, par. 107 of the Manual of Regulations for Private Schools should be
underscored. It provides that every student has the right to enroll in any school college or university upon meeting its specific
requirements and reasonable regulations; x x x and that „the student is presumed to be qualified for enrollment for the entire
period he is expected to complete the course, without prejudice to his right to transfer.‰ It should be stressed, however, that
this right of students to enroll is not designed to leave schools completely helpless to deny enrollment or re-enrollment. For,
par. 107 itself of the Manual of Regulations for Private Schools still recognizes the right of the school to refuse enrollment in
case of academic deficiency or violation of disciplinary regulations of the school.
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.
SARMIENTO, J., Concurring:
Schools and Universities; Mere fact that student rally disrupted classes is not a ground for imposition of disciplinary action.·To
be sure, the school may punish students for breach of discipline, as, say, for breaking chairs or window panes or for disrupting
classes in the course of a demonstration, but they may be penalized for those actions alone and not because of the content of
their speech or the vociferousness with which it was said. Moreover, violations of school discipline must be judged on a case
to case basis and measured depending on gravity before school authorities may legitimately act. I do not think that the fact that
a demonstration has disrupted ongoing classes is a ground for penalizing students taking part therein because a
demonstration, from its very nature, is likely to disrupt classes. The school must convincingly show that the demonstrators had
deliberately turned to lawlessness, say, by barricading the schoolgate or the classroom entrances or otherwise prevented nondemonstrating students or members of the faculty from attending a class or finishing one by threats or intimidation. Only in that
sense may school heads validly invoke „disruption of classes.
PALANCA V. CA, 238 SCRA 593
DE LUNA V. ABRIGO, 181 SCRA 150
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, Peñamante.
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increased proportionately on the basis of the present value of P6.72 to US$1.00,‰ the obligee was given the right to demand
payment of the balance of the purchase price „in an amount of money of the Philippines measured‰ by a foreign coin or
currency.
Same; Same; Same; Same; Congress passed R.A. 529, having in mind the preservation of the value of the Philippine
peso.·Congress passed Republic Act No. 529, having in mind the preservation of the value of the Philippine peso. A currency
has value because people are willing to accept it in exchange for goods and services and in payment for debts. Thus, despite
the fact that money has no value as a commodity, it has value to those willing to use it as a medium of exchange (Cargill,
Money, The Financial System and Monetary Policy 18 [2nd ed., 1983]; Grubel, The International Monetary System 185 [3rd
ed.]). If goods and services are available in return for a definite medium of exchange, the value of all goods and services
necessarily will be measured in terms of that medium. But hese functions of money are not capable of performance if there is
no confidence in the currency (Nusbaum, Money in the Law 3-4 [1939 ed.]). If instead of the Philippine currency, the people
would use a foreign currency as the mode of payment or as basis for measuring the amount of money to be paid in Philippine
currency, such usage would adversely affect the confidence of the public on the Philippine monetary system.
Same; Same; Same; Same; The liberalization of the foreign exchange regulations did not repeal or in any way amend R.A.
529. ·The liberalization of the foreign exchange regulations on receipts and disbursements of residents arising from both nontrade and trade transactions (Resolution of the Monetary Board dated August 7, 1992; Central Bank Circulars No. 1353, Series
of 1992; No. 1318 dated January 3, 1992; No. 1338 dated April 28, 1992; No. 1348 dated July 28, 1992) did not repeal or in
any way amend R.A. No. 529. In essence, the said Circulars of the Central Bank merely allowed the free sale and purchase of
foreign exchange outside the banking system and other transactions involving foreign currency previously subject to Central
Bank control.
2014A
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 school‘s 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.
ERMITAÑO V. CA, 306 SCRA 218
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 Ermitaño applied for a credit card from BPI Express Card, with Manuelita, his wife as extension card holder. One day,
Manuelita‘s 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 Manuelita‘s 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 Manuelita‘s 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 Manuelita‘s 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 card‘s 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.
DUNCAN V. GLAXO, 438 SCRA 343 [2004]
FACTS:
Tecson was hired by Glaxo as medical representative in 1995. He signed a contract of employment which stipulates, among
others, that he agrees to study and abide by existing company rules; to disclose to management any existing or future
relationship by consanguinity or affinity with co-employees or employees of competing drug companies and should
management find that such relationship poses a possible conflict of interest, to resign from the company.
Tecson was initially assigned to market Glaxo‘s products in the Camarines Sur-Camarines Norte sales area. Subsequently,
Tecson entered into a romantic relationship with Bettsy, an employee of Astra Pharmaceuticals, a competitor of Glaxo. Bettsy
was Astra‘s Branch Coordinator in Albay. Even before they got married, Tecson received several reminders from his District
Manager regarding the conflict of interest which his relationship with Bettsy might engender. Still, love prevailed, and Tecson
married Bettsy in September 1998.
In November 1999, Glaxo transferred Tecson to the Butuan City-Surigao City-Agusan del Sur sales area. Tecson asked Glaxo
to reconsider its decision, but his request was denied. Tecson defied the transfer order and continued acting as medical
representative in the Camarines Sur-Camarines Norte sales area. Because the parties failed to resolve the issue at the
grievance machinery level, they submitted the matter for voluntary arbitration. Glaxo offered Tecson a separation pay of onehalf (½) month pay for every year of service, or a total of P50,000.00 but he declined the offer. On November 15, 2000, the
National Conciliation and Mediation Board (NCMB) rendered its Decision declaring as valid Glaxo‘s policy on relationships
between its employees and persons employed with competitor companies, and affirming Glaxo‘s right to transfer Tecson to
another sales territory.
Aggrieved, Tecson filed a Petition for Review with the Court of Appeals assailing the NCMB Decision.
ISSUE:
W/N Glaxo‘s policy prohibiting its employees from marrying an employee of a competitor company is valid? Yes.
W/N the Court of Appeals erred in not finding that Tecson was constructively dismissed when he was transferred to a new
sales territory, and deprived of the opportunity to attend products seminars and training sessions? No.
RATIO:
As noted earlier, the challenged policy has been implemented by Glaxo impartially and disinterestedly for a long period of time.
In the case at bar, the record shows that Glaxo gave Tecson several chances to eliminate the conflict of interest brought about
by his relationship with Bettsy. When their relationship was still in its initial stage, Tecson‘s supervisors at Glaxo constantly
reminded him about its effects on his employment with the company and on the company‘s interests. After Tecson married
Bettsy, Glaxo gave him time to resolve the conflict by either resigning from the company or asking his wife to resign from
Astra. Glaxo even expressed its desire to retain Tecson in its employ because of his satisfactory performance and suggested
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, Peñamante.
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that he ask Bettsy to resign from her company instead. Glaxo likewise acceded to his repeated requests for more time to
resolve the conflict of interest. When the problem could not be resolved after several years of waiting, Glaxo was constrained
to reassign Tecson to a sales area different from that handled by his wife for Astra. Notably, the Court did not terminate
Tecson from employment but only reassigned him to another area where his home province, Agusan del Sur, was included. In
effecting Tecson‘s transfer, Glaxo even considered the welfare of Tecson‘s family. Clearly, the foregoing dispels any suspicion
of unfairness and bad faith on the part of Glaxo.
Glaxo has the right to guard its trade secrets, manufacturing formulas, marketing strategies, and other confidential programs
from competitors. The prohibition against personal marital relationships with employees of competitor companies upon Glaxo‘s
employees is reasonable under the circumstances because relationships of that nature might compromise the interests of the
company. Also, the said policy has been implemented by Glaxo impartially and disinterestedly for a long period of time; Glaxo
also gave Tecson several chances to eliminate the conflict of interest. When the problem cannot be solved after several years,
it was constrained to reassign Tecson, and in doing so, it even considered the welfare of Tecson‘s family. There was no
unfairness or bad faith.
STAR PAPER V. SIMBOL, 487 SCRA 228 [2006]
FACTS:
At bar is a Petition for Review on Certiorari of the Decision of the Court of Appeals reversing the decision of the NLRC which
affirmed the ruling of the Labor Arbiter. The following facts were presented:
2014A
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.
(a) The respondents were all regular employees of the company;
(b) On October 27, 1993, Simbol was hired by the company. He met Alma Dayrit, also an employee of the company. He
married her on June 27, 1998. Prior to the marriage, Ongsitco advised the couple that should they decide to get married, one
of them should resign pursuant to a company policy promulgated in 1995. Simbol resigned on June 20, 1998.
(c) On February 5, 1997, Comia was hired by the company. She met Howard Comia, a co-employee whom she married on
June 1, 2000. Ongsitco likewise reminded them pursuant to the aforementioned company policy. Comia resigned on June 30,
2000.
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 employee‘s 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.
ACOL V. PCCCI, 496 SCRA 422 [2006]
(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 respondent‘s 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 Manuel‘s 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)
W/N the stipulation was valid? No.
(c) The private respondents are to pay petitioners‘ attorney‘s 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, Peñamante.
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Article 1306 of the Civil Code
11
prohibits contracting parties from establishing stipulations contrary to public policy.
AZNAR V. CITIBANK, 519 SCRA 287 [2007]
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 Aznar‘s 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 Aznar‘s card, Citibank‘s Credit Card Department Head, Dennis Flores, presented Warning
Cancellation Bulletins which contained the list of its canceled cards covering the period of Aznar‘s 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 Citibank‘s 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 agency‘s 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
attorney‘s 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.

Accordingly, petitioner Macalinao is ordered to pay respondent BPI the following:
(1) The amount of one hundred twelve thousand three hundred nine pesos and fifty-two centavos (PhP
112,309.52) plus interest and penalty charges of 2% per month from January 5, 2004 until fully paid;
(2) PhP 10,000 as and by way of attorney‘s fees; and
(3) Cost of suit.
CASTRO V. TAN, 605 SCRA 231 [2009]
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
Facts:
Angelina and her husband Ruben Tan loaned P30,000 from the Spouses Castro and mortgaged their house and lot as
security. Spouses Tan agreed to pay within 6 months, with an interest rate of 5% per month, compounded monthly. Barely 7
months later, Ruben Tan died and Angelina failed to pay. She offered to pay Spouses Castro the principal amount plus a
portion of the interest but Spouses Castro refused and demanded payment of the total accumulated sum of P359,000.
Spouses Castro foreclosed the mortgage. Angelina failed to redeem the property. Angelina filed a Complaint for Nullification of
Mortgage and Foreclosure and/or Partial Rescission of Documents and Damages in the RTC, alleging that the interest rate
imposed was unconscionable. The RTC did not declare the mortgage & foreclosure void but reduced the interest to 12% per
annum. The CA ruled that Angelina could redeem the property by paying the P30,000 with 12% interest per annum.
Issue:
W/N freedom to contract is absolute, thus leaving the parties to stipulate an unconscionable interest. – NO.
Held:
The interest stipulated is unconscionable and should be equitably reduced to the legal rate of 12% per annum.
Rationale:
Freedom of contract is not absolute. The same subject to reasonable legislative regulation aimed at the promotion of public
health, morals, safety and welfare. One such legislative regulation is found in Article 1306 of the Civil Code which allows the
contracting parties 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."
The compounded interest rate of 5% per month, is iniquitous and unconscionable. Being a void stipulation, it is deemed
inexistent from the beginning. The debt is to be considered without the stipulation of the iniquitous and unconscionable interest
rate. Accordingly, the legal interest of 12% per annum must be imposed in lieu of the excessive interest stipulated in the
agreement.
TIU V. PLATINUM PLANS, 517 SCRA 101
FACTS:
Platinum Plans Philippines, Inc. is a domestic corporation engaged in the pre-need industry. From 1987 to 1989, Tiu Daisy B.
Tiu was its Division Marketing Director.
In 1993, Platinum re-hired Tiu as Senior AVP and Territorial Operations Head in charge of its Hongkong and Asean operations
and executed a contract of employment valid for five years. In 1995, Tiu stopped reporting for work. After a couple of months,
she became the VP for Sales of Professional Pension Plans, Inc., a pre-need company.
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.
HEIRS OF MANUEL UY V. MEER CASTILLO, 697 SCRA 294 [2013]
Viewed in the light of the autonomous nature of contracts enunciated under Article 1306 of the Civil Code, on the other hand,
we find that the Kasunduan was correctly found by the RTC to be a valid and binding contract between the parties. Already
partially executed with respondents‘ receipt of P1,000.00 from Manuel upon the execution thereof, the Kasunduan simply
concerned the sale of the former‘s 60% share in the subject parcel, less the 1,750-square meter portion to be retained, for the
agreed consideration of P180,000.00. As a notarized document that carries the evidentiary weight conferred upon it with
respect to its due execution, the Kasunduan was shown to have been signed by respondents with full knowledge of its
contents, as may be gleaned from the testimonies elicited from Philip and Leovina.
Although Philip had repeatedly claimed that respondents had been forced to sign the Agreement and the Kasunduan, his
testimony does not show such vitiation of consent as would warrant the avoidance of the contract. He simply meant that
respondents felt constrained to accede to the stipulations insisted upon by Atty. Zepeda and Manuel who were not otherwise
willing to push through with said contracts.
At any rate, our perusal of the record shows that respondents‘ main objection to the enforcement of the Kasunduan was the
perceived inadequacy of the P180,000.00 which the parties had fixed as consideration for 60% of the subject parcels. Rather
than claiming vitiation of their consent in the answer they filed a quo, respondents, in fact, distinctly averred that the
Kasunduan was tantamount to unjust enrichment and ―a clear source of speculative profit‖ at their expense since their
remaining share in said properties had ―a current market value of P9,594,900.00, more or less.‖ In their 22 March 1993 letter to
petitioners, respondents also cited prices then prevailing for the sale of properties in the area and offered to sell their 60%
share for the price of P500.00 per square meter or a total of P15,991,500.00. In response to petitioners‘ insistence on the price
originally agreed upon by the parties, respondents even invoked the last paragraph of the Kasunduan to the effect that the
parties agreed to enter into such other stipulations as would be necessary to ensure the fruition of the sale.
In the absence of any showing, however, that the parties were able to agree on new stipulations that would modify their
agreement, we find that petitioners and respondents are bound by the original terms embodied in the Kasunduan. Obligations
arising from contracts, after all, have the force of law between the contracting parties who are expected to abide in good faith
with their contractual commitments, not weasel out of them. Moreover, when the terms of the contract are clear and leave no
doubt as to the intention of the contracting parties, the rule is settled that the literal meaning of its stipulations should govern. In
such cases, courts have no authority to alter a contract by construction or to make a new contract for the parties. Since their
duty is confined to the interpretation of the one which the parties have made for themselves without regard to its wisdom or
folly, it has been ruled that courts cannot supply material stipulations or read into the contract words it does not contain.
ADVOCATES V. BSP, 688 SCRA 530 [2013]
Platinum sued Tiu for damages for violation of the non-involvement clause in her contract of employment which states that
during her employment with Platinum and for the next TWO (2) years thereafter, she cannot engage with any corporation
belonging to the same pre-need industry. Breach thereof would amount to 100,000.00.
Tiu countered that the non-involvement clause was unenforceable for being against public order or public policy.
ISSUE/HELD:
Is the non-involvement clause valid? Yes.(So Tiu must pay Platinum damages.)
RATIO:
A non-involvement clause is not necessarily void for being in restraint of trade as long as there are reasonable limitations as to
time, trade, and place.
In this case, the non-involvement clause has a time limit: two years from the time Tiu‘s employment with Platinum ends. It is
also limited as to trade, since it only prohibits Tiu from engaging in any pre-need business akin to Platinum‘s.
More significantly, since Tiu was the Senior Assistant Vice-President and Territorial Operations Head in charge of Platinum‘s
Hongkong and Asean operations, she had been privy to confidential and highly sensitive marketing strategies of Platinum‘s
business. To allow her to engage in a rival business soon after she leaves would make Platinum‘s trade secrets vulnerable
especially in a highly competitive marketing environment. In sum, we find the non-involvement clause not contrary to public
welfare and not greater than is necessary to afford a fair and reasonable protection to Platinum.
FREEDOM TO CONTRACT DOCTRINE:
In any event, Article 1306 of the Civil Code provides that parties to a contract 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.
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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
2014A
Tandra, 81 Phil. 404 [1948]; Arroyo vs. Azur. 76 Phil. 493 [1946]; and Perez vs. Pomar, 2 Phil. 682 [1903]).
DAVID V. MOECI, GR 194785, 11 JULY 2012
Stipulation of 24% per annum reduced to legal interest. Interest rate was seen as a penalty.
Article 1307
Art. 1307. Innominate contracts shall be regulated by the stipulations of the parties, by the provisions
of Titles I and II of this Book, by the rules governing the most analogous nominate contracts, and by
the customs of the place. (n)
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)
CORPUS V. CA, 98 SCRA 424
LAO LIM V. CA, 191 SCRA 150
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 attorney’s fees is based on
the law of contracts’ concept of facio ut des (I do and you give).—WE find respondent David‘s position meritorious. While there
was no express agreement between petitioner Corpus and respondent David as regards attorney‘s fees, the facts of the case
support the position of respondent David that there was at least an implied agreement for the payment of attorney‘s fees.
Petitioner s act of giving the check for P2,000.00 through his aforestated April 18, 1962 letter to respondent David indicates
petitioner‘s commitment to pay the former attorney‘s 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 attorney‘s
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 petitioner‘s
father, the late Rafael Corpus, were also close friends. Thus, the absence of an express contract for attorney‘s fees between
respondent David and petitioner Corpus is no argument against the payment of attorney‘s fees, considering their close
relationship which signifies mutual trust and confidence between them.
Same; Same; Same.—Moreover, the payment of attorney‘s 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; Attorney’s 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 attorney’s 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, Peñamante.
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CIVIL LAW REVIEW II (OBLIGATIONS AND CONTRACTS) | ATTY. R.F. BALANE
made by the lower courts on the increase in interest rates are not proper.
Issue:
WON the unilateral increase in interest rates made by PNB is proper? NO
Ratio:
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. However, contrary to the stubborn insistence of petitioner bank,
the said law and circular did not authorize either party to unilaterally raise the interest rate without the other's consent.
It is basic that there can be no contract in the true sense in the absence of the element of agreement, or of mutual assent o f
the parties. If this assent is wanting on the part of the one who contracts, his 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. In the case of loan contracts,
it cannot be gainsaid that the rate of interest is always a vital component, for it can make or break a capital venture. Thus, any
change must be mutually agreed upon, otherwise, it is bereft of any binding effect.
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:
Sampaguita‘s 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
d‘adhésion, ―where the parties do not bargain on equal footing, the weaker party‘s [the debtor‘s] 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 other‘s 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.
FLORENDO V. CA, 265 SCRA 678
Contracts; Loans; Interest; Escalation clauses are valid stipulations in commercial contracts to maintain fiscal stability and to
retain the value of money in long term contracts.—In Banco Filipino Savings v. Mortgage Bank vs. Navarro, this Court in
essence ruled that in general there is nothing inherently wrong with escalation clauses. In IBAA vs. Spouses Salazar, the
Court reiterated the rule that escalation clauses are valid stipulations in commercial contracts to maintain fiscal stability and to
retain the value of money in long term contracts.
Same; Same; Same; Usury; By virtue of CB Circular 905, the Usury Law has been rendered ineffective.—We have already
mentioned (and now reiterate our holding in several cases) that by virtue of CB Circular 905, the Usury Law has been
rendered ineffective. Thus, petitioners' contention that the escalation clause is violative of the said law is bereft of any merit.
Same; Same; Same; The unilateral determination and imposition of increased interest rates by the herein respondent bank is
obviously violative of the principle of mutuality of contracts.—On the other hand, it will not be amiss to point out that the
unilateral determination and imposition of increased interest rates by the herein respondent bank is obviously violative of the
principle of mutuality of contracts ordained in Article 1308 of the Civil Code.
SAMPAGUITA BUILDERS V. PNB, 435 SCRA 565
Mini digest:
Sampaguita loaned money from PNB. PNB unilaterally increased rates of interest in the loan w/o informing Sampaguita. PNB
claimed they were authorized to do it as there was a clause in the agreement that they may do so. Besides, Usury law was no
longer in force = SC said NO! PNB cannot do so; it will violate mutuality of contracts under 1308. Besides, SC may intervene
when amount of interest is unconscionable.
Facts:
Sampaguita secured a loan from PNB in an aggregate amount of 8M pesos, mortgaging the properties of Sampaguita‘s
president and chairman of the board. Sampaguita also executed several promissory notes due on different dates (payment
dates). The first promissory note had 19.5% interest rate. The 2 nd and 3rd had 21.5%. a uniform clause therein permitted PNB
to increase the rate ―within the limits allowed by law at any time depending on whatever policy it may adopt in the future x x x,‖
without even giving prior notice to petitioners. There was also a clause in the promissory note that stated that if the same is not
paid 2 years after release then it shall be converted to a medium term loan – and the interest rate for such loan would apply.
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 wasn‘t
signed by the parties, a part of the contract wasn‘t 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)
VELASCO V. CA, 95 SCRA 616
Later on, Sampaguita defaulted on its payments and failed to comply with obligations on promissory notes. Sampaguita thus
requested for a 90 day extension to pay the loan. Again they defaulted, so they asked for loan restructuring. It partly paid the
loan and promised to pay the balance later on. AGAIN they failed to pay so PNB extrajudicially foreclosed the mortgaged
properties. It was sold for 10M. PNB claimed that Sampaguita owed it 12M so they filed a case in court asking sampaguita to
pay for deficiency.
RTC found that Sampaguita was automatically entitled to the debt relief package of PNB and ruled that the latter had no cause
of action against the former. CA reversed, saying Sampaguita was not entitled, thus ordered them to pay the deficiency –
Appeal = Went to SC. Sampaguita claims the loan was bloated so they don‘t really owe PNB anymore, but it just overcharged
them!
ISSUES/RULING:
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 thereto—by
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, Peñamante.
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subject to the reservation that it could seek indemnity from Laigo.
Same; Same; Mortgages; GSIS benefited, as buyer of the mortgaged subdivision in the constructions made by petitioners
while the same was owned by Laigo Realty Corp. It has to pay for the said improvements as GSIS is in law the owner of said
houses presently.—And in the Joint Manifestation filed by the parties with the trial court as late as February 20, 1976, GSIS
made it clear that ―defendant (GSIS) up to the present has not collected from the house owners of the 63 houses built by the
plaintiffs notwithstanding the foreclosure proceedings and consolidation of ownership.‖ Again, it is thus obvious that GSIS
assumed ownership of the houses built by petitioners and was benefited by the same, and the fact that it has not collected any
payment from the ―house owners‖ for the construction of the houses respectively occupied by them is of no moment insofar as
its liability to petitioners is concerned. Surely, it is not pretended that those ―house owners‖ would be allowed to enrich
themselves at the expense of petitioners. Indeed, the term ―house owners‖ is inappropriate, if only because in Paragraph 16 of
its Comment on the petition herein, GSIS unequivocally states that ―GSIS foreclosed the properties including all improvements
(the houses) in 1970‖ and, thereby, became the owner of said houses.
Same; Same; Same; Same.—Upon the foregoing factual premises, the legal issue that arises is whether or not GSIS is liable
to the petitioners for the cost of the materials and labor furnished by them in construction of the 63 houses now owned by the
GSIS and for the construction of which no payment has been made on the balance due petitioners. Our considered view is and
We so hold that even in equity alone, GSIS should pay the petitioners. After all, it admits it has not collected from the ones who
appear to be the buyers thereof, albeit it must be collecting the installments on the lots. All it has to do then is to pass on to
them what it has to pay petitioners. In all, GSIS is, under the peculiar circumstances of this case, the owner of said houses.
Same: Same; Liability of houseowner to laborers and materialmen.—Laigo admittedly has not paid petitioners. The ―bouncing‖
checks issued by it in their favor is mentioned by GSIS itself in its statement of the facts. We hold that upon this premise, it is a
fair construction of the Deed of Quitclaim aforementioned, that GSIS can be held liable to petitioners, without prejudice to its
securing corresponding indemnity from Laigo. It is obvious from the terms of said deed that GSIS contemplated the possibility
of its being liable for Laigo‘s account, otherwise, there was no need for the reservation. This is one such liability. In this
connection, while, indeed, Article 1729 refers to the laborers and materialmen themselves, under the peculiar circumstances of
this case, it is but fair and just that petitioners be deemed as suing for the reimbursement of what they have already paid the
laborers and materialmen as otherwise they (petitioners) would be unduly prejudiced while either Laigo, GSIS or the occupants
of the houses would enrich themselves at their expense. It is a bad law that would allow such a result.
Same; Same; Obligations; Article 1311 of the Civil Code on privity of contracts is not applicable where the situation
contemplated falls under Art. 1727 on liability of houseowner to laborers and materialmen.—At this juncture, We need to add
only that Article 1311 of the Civil Code which GSIS invokes is not applicable where the situation contemplated in Article 1729
obtains. The intention of the latter provision is to protect the laborers and the materialmen from being taken advantage of by
unscrupulous contractors and from possible connivance between owners and contractors. Thus, a constructive vinculum or
contractual privity is created by this provision, by way of exception to the principle underlying Article 1311 between the owner,
on the one hand, and those who furnish labor and/or materials, on the other. As a matter of fact, insofar as the laborers are
concerned, by a special law, Act No. 3959, they are given added protection by requiring contractors to file bonds guaranteeing
payment to them. And under Article 2242 of the Civil Code, paragraphs (3) and (4), claims of laborers and materialmen,
respectively, enjoy preference among the creditors of the owner in regard to specific immovable property.
2014A
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.
BONIFACIO BROS. V. MORA, 20 SCRA 261
Contracts; Contracts take effect only between the parties thereto; Exception.—Contracts take effect only between the parties
thereto, except in some specific instances provided by law where the contract contains some stipulation in favor of a third
person which is known as a stipulation pour autrui or a provision in favor of a third person not a party to the contract. Under
this doctrine, a third person is allowed to avail himself of a benef it granted to him by the terms of the contract, provided that
the contracting parties have clearly and deliberately conferred a favor upon such person. Consequently, a third person, not a
party to the contract, has no action against the parties thereto, and cannot generally demand the enforcement of the same.
Same; Stipulation pour autrui; When a third person has an enforceable interest in the contract.—The question of whether a
third person has an enforceable interest in a contract must be settled by determining whether the contracting parties intended
to tender him such an interest by deliberately inserting terms in their agreement with the avowed purpose of conferring a favor
upon such third person. The fairest test to determine whether the interest of a 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.
Same; Insurance; Nature of insurance policy.—A policy of insurance is a distinct and independent contract between the
insured and insurer. A third person has no right in law or equity to the proceeds of an insurance unless there i s a contract or
trust, expressed or implied, between the insured and third person.
Same; Interpretation of clause in insurance contract regarding repair of damaged vehicle.—The clause in an insurance policy,
authorizing the owner of the damaged vehicle to contract for its repair does not mean that the repairman is entitled to collect
the cost of repair out of the proceeds of the insurance. It merely establishes the procedure that the insured has to follow i n
order to be entitled to indemnity for repair.
Same; Meaning of loss in insurance.—The word "loss" in insurance law embraces injury or damage. A loss may be total or
partial.
Same; When mortgagee of damaged car, as beneficiary, is preferred to the repairman with respect to insurance proceeds.—
Where the mortgagee is the beneficiary in a car insurance, it has a better right than the repairman to the insurance proceeds.
FLORENTINO V. ENCARNACION, 79 SCRA 192
Action; Mortgagor, after the mortgaged property was already sold, becomes a mere necessary party, in an action by labor
contractor against new owner to recover cost of houses constructed on the subdivision.—GSIS contends that Laigo should
have been joined as defendant in this case. While petitioners could have done so, they were not under such obligation
mandatorily. Under the circumstances, of this case, Laigo is only a necessary party, not an indispensable one. And to allay
GSIS, its right to secure reimbursement from Laigo is hereby reserved.
KAUFFMAN V. PNB, 42:182
FACTS
George B. Wicks, treasurer of the Company, requested that a telegraphic transfer of $45,000 be made to the plaintiff in New
York City. Wicks drew and delivered a check for the amount of P90,355.50, total cost of said transfer, including exchange and
cost of message which was accepted by the officer selling the exchange in payment of the transfer in question. As evidence of
this transaction a document was made out and delivered to Wicks, which is referred to by the bank‘s assistant cashier as its
official receipt.
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 bank‘s 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 beneficiary’s 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, Peñamante.
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limit; such third person has all the time until the stipulation is revoked. Here, We find that the Church accepted the stipulation in
its favor before it is sought to be revoked by some of the co-owners, namely the petitioners-appellees herein. It is not disputed
that from the time of the death of Dona Encarnacion Florentino in 1941, as had always been the case since time immemorial,
up to a year before the filing of their application in May 1964, the Church had been enjoying the benefits of the stipulation. The
enjoyment of benefits flowing therefrom for almost seventeen years without question from any quarters can only be construed
as an implied acceptance by the Church of the stipulation pour autrui before its revocation.
Same; Action; A party to a contract pour autrui may also bring an action for its enforcement in the same manner as the
beneficiary thereof.—That one of the parties to a contract pour autrui is entitled to bring an action for its enforcement or to
prevent its breach is too clear to need any extensive discussion. Upon the other hand, that the contract involved contained a
stipulation pour autrui amplifies this settled rule only in the sense that the third person for whose benefit the contract was
entered into may also demand its fulfillment provided he had communicated his acceptance thereof to the obligor before the
stipulation in his favor is revoked.
Land Registration; Jurisdiction; In special and exceptional circumstances, the kind registration has authority and jurisdiction
adjudge the conflicting interests of the parties before it without need of requiring the filing of a separate action, such as the
annotation on the torrens title being applied for of a stipulation pour autrui.—Firstly, the otherwise rigid rule that the jurisdiction
of the Land Registration Court, being special and limited in character and proceedings thereon summary in nature, does not
extend to cases involving issues properly litigable in other independent suits or ordinary civil actions, has time and again been
relaxed in special and exceptional circumstances. x x x From these cases, it may be gleaned and gathered that the peculiarity
of the exceptions is based not alone on the fact that Land Registration Courts are likewise the same Court of First Instance,
but also the following premises: (1) Mutual consent of the parties or their acquiescence in submitting the aforesaid issues for
determination by the court in the registration proceedings; (2) Full opportunity given to the parties in the presentation of their
respective sides of the issues and of the evidence in support thereto; (3) Consideration by the court that the evidence already
of record is sufficient and adequate for rendering a decision upon these issues. In the case at bar, the records clearly show
that the second and third premises enumerated above are fully met. With regards to the first premise, the petitionersappellants cannot claim that the issues anent Exhibit 0-1 were not put in issue because this is contradictory to their stand
before the lower court where they took the initial step in praying for the court‘s determination of the merits of Exhibit 0-1 as an
encumbrance to be annotated on the title to be issued by such court. On the other hand, the petitioners-appellees who had the
right to invoke the limited jurisdiction of the registration court failed to do so but met the issues head-on. Secondly, for this very
special reason, We will uphold the actuation of the lower court in determining the conflicting interests of the parties in the
registration proceedings before it. This case has been languishing in our courts for thirteen long years. To require that it be
remanded to the lower court for another proceeding under its general jurisdiction is not in consonance with our avowed policy
of speedy justice.
2014A
(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
Compañia 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.
BANK OF AMERICA V. IAC, 145 SCRA 419
CAPITAL INSURANCE V. CENTRAL AZUCARERA, 221 SCRA 98
Mercantile Law; Banks; Contracts; Restitution; No restitution of amount sent by a foreign bank thru telex with apatent ora latent
ambiguity payable to another person where the person credited by the local bank is the proper beneficiary and the account
number is correct.—It is our considered opinion that, in the tested telex, considered either as a patent ambiguity or as a latent
ambiguity, the beneficiary is Minami. The mention of Account No. 24506–01–7, as well as the name of Minami, has to be given
more weight than the mention of the name of ACTC. BANKAMERICA could not have very well disregarded that account
number. It could also be that the mention of ACTC‘s name was a further identification of Minami, to prevent payment to a
possible another ―Toshiyuko Minami‖ who may not be connected with ACTC. On the other hand, it should be difficult to
concede that, in the tested telex, Account No. 24506–01–7 was erroneously written and should be substituted by Account No.
19842–01–2 in the name of ACTC.
Same; Same; Same; Stipulation pour autrui; Contract between foreign bank and a local bank asking the latter topay an amount
to a beneficiary, is a stipulation pour autrui.—In Vargas Plow Factory, Inc. vs. Central Bank, it was held that ―the opening of a
letter of credit in favor of the exporter becomes ultimately but the result of a stipulation pour autrui‖ (27 SCRA 84 [1969]).
Similarly, when KYOWA asked BANKAMERICA to pay an amount to a beneficiary (either ACTC or Minami), the eontract was
between KYOWA and BANKAMERICA and it had a stipulation pour autrui.
Same; Same; Same; Same; Absence of protest by the alleged true beneficiary means that the beneficiary ofthe amount is
correct; Identity of the beneficiary should be in accordance with the identification by the foreign bank and cannot be questioned
by one not a party to the arrangement between the foreign bank and the local bank.—It should be recalled that the tested telex
originated from KYOWA at the behest of Tokyo Tourist Corporation with whom ACTC had business dealings. Minami, on the
other hand, was the liaison officer of ACTC in Japan. As the entity responsible for the tested telex was Tokyo Tourist
Corporation, it can reasonabiy be eoncluded that if it had intended that the US$23,595.00 should be credited to ACTC, upon
leaming that the amount was credited to Minami, it should have gone, together with the representatives of ACTC, in protest to
KYOWA and lodged a protest. Since that was not done, it could well be that Tokyo Tourist Corporation had really intended its
remittance to be credited to Minami The identity of the beneficiary should be in accordance with the identification made by
KYOWA, and ACTC cannot question that identification as it is not a party to the arrangement between KYOWA and
BANKAMERICA (see Manila Railroad Co. vs. Compania Trasatlantica, 38 Phil. 875 [1918]).
MARIMPERIO V. CA, 156 SCRA 368
Civil Law; Contracts; Art. 1311 of Civil Code; A party who has not taken part in the contract, cannot sue or be sued for the
performance or cancellation thereof, unless he has a real interest affected thereby.·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
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 partiesÊ conflicting interpretation of paragraphs 9 & 10. Judicial determination of the
partiesÊ 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, PNBÊs 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 PNBÊs 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, Peñamante.
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Remedial Law; Civil Procedure; Indispensable or necessary party; PISO is not an indispensable or necessary party without
whom no final determination can be had of the action for specific performance with damages.—Complete relief by private
respondents against petitioners may be had even if PISO/Central Bank were not impleaded as party defendant in the original
case. PISO is not an indispensable or necessary party without whom no final determination can be had of the action for
specific performance with damages. (Sec. 7, Rule 3, Rules of Court).
Same; Same; Amendments by leave of court; Substantial amendment; The amendment sought by private respondents which
is to include a new party defendant at a late stage in the proceeding is not a formal but a substantial one.—Moreover, the
amendment sought by private respondents, which is to include a new party defendant at a late stage in the proceeding is not a
formal but a substantial one. Private respondents will have to present additional evidence on the PISO second mortgage. The
effect would be to start trial anew with the parties recasting their theories of the case. The correct amount of the second
mortgage owed by petitioners to PISO bank (apparently a controverted point), would have to be litigated and this could be time
consuming.
MANDARIN VILLA V. CA, 257 SCRA 538
FACTS:
In the evening of 19 Oct 1989, private respondent de Jesus hosted a dinner for his friends at the petitioner‘s restaurant, the
Mandarin Villa Seafoods Village in Mandaluyong City. After dinner, the waiter handed to de Jesus the bill amounting to
P2,658.50. De Jesus offered his BANKARD credit card to the waiter for payment. Minutes later, the waiter returned and
audibly informed that said credit card had expired. De Jesus demonstrated that the card had yet to expire on Sept 1990, as
embossed on its face. De Jesus approached the cashier who again dishonored such card. De Jesus offered his BPI express
credit card instead and this was accepted, honored and verified. The incident triggered the filing of a suit for damages by
private respondent. Following trial, judgment was rendered in favor of De Jesus. Bankard on appeal contends that it cannot be
faulted for its cashier's refusal to accept private respondent's BANKARD credit card, the same not being a legal tender. It
argued that De Jesus‘ offer to pay by means of credit card partook of the nature of a proposal to novate an existing obligation
(originally to pay with money) for which Bankard, as creditor, must first give its consent otherwise there will be no binding
contract between them.
ISSUE and HELD:
WON Bankard may be obliged to accept the credit card. YES.
RATIO:
We note that Mandarin Villa Seafood Village is affiliated with Bankard. In fact, an "Agreement" entered into by petitioner and
Bankard provides that it shall honor credit cards presented by its holders as long as the same has not yet expired. While
respondent (card holder) is not a party to the said contract, the above stipulation is POUR ATRUI and under Article 1311 of the
Civil Code, private respondent may demand its fulfillment provided he communicated his acceptance to the petitioner before its
revocation. In this case, private respondent's offer to pay by means of his Bankard credit card constitutes not only an
acceptance of the said stipulation but also an explicit communication of his acceptance to the obligor.
In addition, the record shows that petitioner posted a logo inside Mandarin Villa Seafood Village stating that "Bankard is
accepted here‖. This representation is conclusive upon the estblishment which it cannot deny or disprove as against the
respondent card holder, the party relying thereon. Mandarin Villa, therefore, cannot disclaim its obligation to accept private
respondent's Bankard credit card without violating the equitable principle of estoppel.
Minor issue (on negligence of Mandarin Villa)
The SC ruled that Mandarin Villa was indeed negligent. The test for determining the existence of negligence i n a case may be
stated as follows: did the defendant in doing the alleged negligent act use the reasonable care and caution which an ordinary
prudent person would have used in the same situation? If not, then he is guilty of negligence. In the case at bar, the Point of
Sale Guidelines which outlined the steps that petitioner must follow under the circumstances reveals that whenever the words
CARD EXPIRED flashes on screen, petitioner should check card‘s expiry date as embossed in the card itself. If unexpired,
petitioner should honor the card. Clearly, it has not yet expired in 19 Oct 1989 when the same was dishonored by petitioner.
Hence, petitioner did not use the reasonable care and caution which an ordinary prudent person would have used in the same
situation and as such, petitioner is guilty of negligence.
The humiliation and embarrassment of private respondent was brought about by the fact of dishonor by petitioner of private
respondent‘s valid BANKARD. Hence, petitioner‘s negligence is the proximate cause of private respondent‘s damage.
SUMMA INSURANCE V. CA, 253 SCRA 175
Arrastre Service; Common Carriers; Warehousemen; The relationship between the consignee and the arrastre operator is
much akin to that existing between the consignee or owner of shipped goods and the common carrier, or that between a
depositor and a warehouseman.—Petitioner was subrogated to the rights of the consignee. The relationship therefore between
the consignee and the arrastre operator must be examined. This relationship is much akin to that existing between the
consignee or owner of shipped goods and the common carrier, or that between a depositor and a warehouseman. In the
performance of its obligations, an arrastre operator should observe the same degree of diligence as that required of a common
carrier and a warehouseman as enunciated under Article 1733 of the Civil Code and Section 3(b) of the Warehouse Receipts
Law, respectively. Being the custodian of the goods discharged from a vessel, an arrastre operator‘s duty is to take good care
of the goods and to turn them over to the party entitled to their possession.
Same; Contracts; Stipulations Pour Autrui; In the performance of its job, an arrastre operator is bound by the
management contract it had executed with the Bureau of Customs which is a sort of a stipulation pour autrui which is also
binding on the consignee (and the insurer, as successor-in-interest of the consignee)—indeed, upon taking delivery of the
cargo, a consignee tacitly accepts the provisions of the management contract, including those which are intended to limit the
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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.
BALUYOT V. CA, 311 SCRA 29
FACTS:
This is a case between Petitioners Baluyot, Benito, et. al, residents of Brgy. Cruz-na-Ligas, and Cruz-na-Ligas Homeowner‘s
Association against UP and the Quezon City Government.
Petitioners allege that they have been in open, continuous, and adverse possession over the lands where Brgy. Cruz-na-Ligas
is situated while UP is assailing that the lands are registered in their name. The issue between the ownership over the lands
have been the subject of numerous disputes, both administratively and judicially. Finally, the Association and UP was able to
make an agreement that the latter will donate 9.2 hectares of land to the petitioners, which was later on increased to 15.8. The
execution of the agreement failed to formalize, however, when the petitioners demanded a larger area.
Eventually, UP backed-out from the arrangement and negotiated with the Quezon City Government instead. They executed a
deed of donation with the Quezon City Government stating that the former will donate the land to QC who in turn will make the
necessary improvements over the land, and after 3 years, QC will donate the land to the petitioners.
QC failed to comply with some of the provisions of the donation, however, which forced UP to revoke the donation. Petitioners
in this case then filed an action for specific performance with a prayer for a Preliminary Injunction against UP. Trial Court
denied the prayer for injunction assailing that the petitioners were not parties to the deed of donation, thus they have no cause
of action against UP to require its enforcement. CA affirmed that petitioners have no cause of action.
ISSUE/HELD:
Whether petitioners have a cause of action?
Yes, they have. The donation was executed in their favor.
RATIONALE:
We find all the elements of a cause of action contained in the amended complaint of petitioners. While, admittedly, petitioners
were not parties to the deed of donation, they anchor their right to seek its enforcement upon their allegation that they are
intended beneficiaries of the donation to the Quezon City government. Art. 1311, second paragraph, of the Civil Code
provides:
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.
Under this provision of the Civil Code, the following requisites must be present in order to have a stipulation pour autrui:[15
(1) there must be a stipulation in favor of a third person;
(2) the stipulation must be a part, not the whole of the contract;
(3) the contracting parties must have clearly and deliberately conferred a favor upon a third person, not a mere
incidental benefit or interest;
(4) the third person must have communicated his acceptance to the obligor before its revocation; and
(5) neither of the contracting parties bears the legal representation or authorization of the third party.
The allegations in the following paragraphs of the amended complaint are sufficient to bring petitioners action within the
purview of the second paragraph of Art. 1311 on stipulations pour autrui:
1. Paragraph 17, that the deed of donation contains a stipulation that the Quezon City government, as donee, is
required to transfer to qualified residents of Cruz-na-Ligas, by way of donations, the lots occupied by them;
2. The same paragraph, that this stipulation is part of conditions and obligations imposed by UP, as donor, upon
the Quezon City government, as donee;
3. Paragraphs 15 and 16, that the intent of the parties to the deed of donation was to confer a favor upon
petitioners by transferring to the latter the lots occupied by 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, Peñamante.
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4. Paragraph 19, that conferences were held between the parties to convince UP to surrender the certificates of
title to the city government, implying that the donation had been accepted by petitioners by demanding fulfillment
thereof[16 and that private respondents were aware of such acceptance; and
5. All the allegations considered together from which it can be fairly inferred that neither of private respondents
acted in representation of the other; each of the private respondents had its own obligations, in view of conferring
a favor upon petitioners.
The amended complaint further alleges that respondent UP has an obligation to transfer the subject parcel of land to the city
government so that the latter can in turn comply with its obligations to make improvements on the land and thereafter transfer
the same to petitioners but that, in breach of this obligation, UP failed to deliver the title to the land to the city government and
then revoked the deed of donation after the latter failed to fulfill its obligations within the time allowed in the contract.
For the purpose of determining the sufficiency of petitioners cause of action, these allegations of the amended complaint must
be deemed to be hypothetically true. So assuming the truth of the allegations, we hold that petitioners have a cause of action
against UP.
UY V. CA, 314 SCRA 69
FACTS:
Uy and Roxas are agents authorized to sell eight (8) parcels of land. They offered said properties to National Housing
Authority (NHA) to be used for housing. NHA Board of Directors passed a resolution approving the acquisition. Of the eight (8)
properties, only five (5) were paid for by NHA upon knowing from the DENR that the others were located in a landslide prone
area. NHA passed a resolution cancelling the purchase of the three (3) parcels of land.
Petitioners filed a complaint for damages against NHA. RTC ruled that though cancellation of the contract was justified,
petitioners were entitled to damages. CA reversed the lower court‘s decision. CA ruled that petitioners were mere attorneys-infact, thus not real parties-in-interest.
Petitioners assailed the CA decision. They argued that they were not suing in behalf of their principals but in their own name
as agents. Their claim is based on ―unrealized income‖ and loss incurred due to the cancellation of the contract.
ISSUES:
1.
2.
Are petitioners the real parties-in-interest? NO
Was NHA justified in cancelling the contract? YES
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 party‘s 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
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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. Mamaril‘s vehicle was the negligent act of security guards Peña 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, Peña and Gaddi failed to refute Sps. Mamaril‘s 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 Peña 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 latter‘s negligence cannot be imputed against BSP but should be attributed to AIB, the true employer of
Peña 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 Peña and Gaddi as to make the
former liable for the latter‘s 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 person―the 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, Peñamante.
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object of the contract in such a condition as to render it fit for the use intended; (2) to make on the same during the lease all
the necessary repairs in order to keep it suitable for the use to which it has been devoted, unless there is a stipulation to the
contrary; and (3) to maintain the lessee in the peaceful and adequate enjoyment of the lease for the entire duration of the
contract.‖ In relation thereto, Article 1664 of the same 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.‖ Here, BSP was not remiss in its obligation to provide Sps. Mamaril a suitable parking space for their jeepneys as it
even hired security guards to secure the premises; hence, it should not be held liable for the loss suffered by Sps. Mamaril.
Same; Contracts; Contracts of Adhesion; Contracts of adhesion are not void per se. It is binding as any other ordinary contract
and a party who enters into it is free to reject the stipulations in its entirety. If the terms thereof are accepted without objection,
then the contract serves as the law between them.―Anent Sps. Mamaril‘s claim that the exculpatory clause: ―Management
shall not be responsible for loss of vehicle or any of its accessories or article left therein‖ contained in the BSP issued parking
ticket was void for being a contract of adhesion and against public policy, suffice it to state that contracts of adhesion are not
void per se. It is binding as any other ordinary contract and a party who enters into it is free to reject the stipulations in its
entirety. If the terms thereof are accepted without objection, as in this case, where plaintiffs-appellants have been leasing
BSP‘s parking space for more or less 20 years, then the contract serves as the law between them. Besides, the parking fee of
P300.00 per month or P10.00 a day for each unit is too minimal an amount to even create an inference that BSP undertook to
be an insurer of the safety of plaintiffs-appellants‘ vehicles.
Same; Damages; Actual Damages; Actual damages must be proved with reasonable degree of certainty and a party is entitled
only to such compensation for the pecuniary loss that was duly proven.―On the matter of damages, the Court noted that while
Sonia P. Mamaril testified that the subject vehicle had accessories worth around P50,000.00, she failed to present any receipt
to substantiate her claim. Neither did she submit any record or journal that would have established the purported P275.00 daily
earnings of their jeepney. It is axiomatic that actual damages must be proved with reasonable degree of certainty and a party
is entitled only to such compensation for the pecuniary loss that was duly proven. Thus, absent any competent proof of the
amount of damages sustained, the CA properly deleted the said awards.
2014A
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 Endencia‘s 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. Daywalt‘s 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)
BEL-AIR V. DIONISIO, 174 SCRA 589
Land Titles; Automatic membership in the respondent Bel-Air Association duly annotated on petitioner’s Transfer Certificate of
Title.—There is no dispute that Transfer Certificate of Title No. 81136 covering the subject parcel of land issued in the name of
the petitioner contains an annotation to the effect that the lot owner becomes an automatic member of the respondent Bel-Air
Association and must abide by such rules and regulations laid down by the Association in the interest of the sanitation, security
and the general welfare of the community. It is likewise not disputed that the provision on automatic membership was
expressly annotated on the petitioner‘s Transfer Certificate of Title and on the title of his predecessor-in-interest.
Same; Same; Purchasers of registered land bound by the annotations found at the back of the Certificate of Title.—Thus, in
the case of Tanchoco v. Aquino, (154 SCRA 1 [1987]), we ruled that purchasers of a registered land are bound by the
annotations found at the back of the certificate of title covering the subject parcel of land.
Same; Same; Same; Petitioner’s contention that he has no privity of contract with respondent association, not persuasive.—In
effect, the petitioner‘s contention that he has no privity of contract with the respondent association is not persuasive. When the
petitioner voluntarily bought the subject parcel of land it was understood that he took the same free of all encumbrances
except the notations at the back of the certificate of title, among them, that he automatically becomes a member of the
respondent association.
Same; Same; Same; Same; Dues are not in the concept of property tax.—The mode of payment as well as the purposes for
which the dues are intended clearly indicate that the dues are not in the concept of a property tax as claimed by the petitioner.
They are shares in the common expenses for necessary services. A property tax is assessed according to the value of the
property (Philippine Transit Association v. Treasurer of the City of Manila, et al., 83 Phil. 722 [1949]) but the basis of the
sharing in this case is the area of the lot.
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. Compañia 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 (defendant‘s 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 passenger’s 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 petitioner‘s 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)
DAYWALT V. CORP DE PP AGUSTINOS, 39:587
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, Peñamante.
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―Such provisions have been held to be a part of the contract of carriage, and valid and binding upon the passenger regardless
of the latter‘s lack of knowledge or assent to the regulation‖. It is what is known as a contract of ―adhesion‖, in regards which it
has been said that contracts of adhesion wherein one party imposes a ready made form of contract on the other, as the plane
ticket in the case at bar, are contracts not entirely prohibited.
The one who adheres to the contract is in reality free to reject it entirely; if he adheres, he gives his consent. And as held in
Randolph v. American Airlines, 103 Ohio App. 172, 144 N.E. 2d 878; Rosenchein vs. Trans World Airlines, Inc., 349 S.W. 2d
483, ―a contract limiting liability upon an agreed valuation does not offend against the policy of the law forbidding one from
contracting against his own negligence.‖ Considering, therefore, that petitioner had failed to declare a higher value for his
baggage, he cannot be permitted a recovery in excess of P100.00. Besides, passengers are advised not to place valuable
items inside their baggage but ―to avail of our V-cargo service‖ (Exh. ―1‖). It is likewise to be noted that there is nothing in the
evidence to show the actual value of the goods allegedly lost by petitioner.
2014A
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)
VELASCO V. CA, 51 SCRA 439
Sales; A definite agreement on manner of payment essential to a binding contract of sale.—It is not difficult to glean from the
aforequoted averments that the petitioners themselves admit that they and the respondent still had to meet and agree on how
and when the down-payment and the installment payments were to be paid. Such being the situation, it cannot, therefore, be
said that a definite and firm sales agreement between the parties had been perfected over the lot in question. Indeed, this
Court has already ruled before that a definite agreement on the manner of payment of the purchase price is an essential
element in the formation of a binding and enforceable contract of sale. The fact, therefore, that the petitioners delivered to the
respondent the sum of P10,000.00 as part of the down-payment that they had to pay cannot be considered as sufficient proof
of the perfection of any purchase and sale agreement between the parties under article 1482 of the new Civil Code.
WELDON V. CA, 154 SCRA 618
Civil Law; Contracts; Only an absolute or unqualified acceptance of a definite offer manifests the consent necessary to perfect
a contract—The first proposal submitted by Weldon Construction for rendering service under a contract of supervision (Exhibit
"A") is simply that, a proposal. It never attained perfection as the contract between the parties. Only an absolute or unqualified
acceptance of a definite offer manifests the consent necessary to perfect a contract (Article 1319, New Civil Code). The
advance payment of P10,000.00 Pesos was not an unqualified acceptance of the offer contained in the first proposal (Exhibit
"A") as in fact an entirely new proposal (Exhibit "4") was submitted by Weldon Construction subsequently. If, as claimed by the
petitioner, the parties had already agreed upon a contract of supervision under Exhibit "A," why then was a second proposal
made? Res ipsa loquitur. The existence of the second proposal belies the perfection of any contract arising from the first
proposal.
Same; Same; Once a contract is shown to have been consummated or fully performed by the parties thereto, its existence and
binding effect can no longer be disputed—Petitioner's position is untenable. Once a contract is shown to have been
consummated or fully performed by the parties thereto, its existence and binding effect can no longer be disputed. It is
irrelevant and immaterial to dispute the due execution of a contract. i.e. the date of signing by one of the parties, if both of
them have in fact performed their obligations thereunder and their respective signatures and those of their witnesses appear
upon the face of the document. Thus, even assuming that the Building Contract in Exhibit "5" was signed by the private
respondent only after the Gay Theater building had been completed and the stipulated price of P600,000.00 Pesos fully paid,
such fact can no longer negate the binding effect of that agreement if its existence and especially, its consummation can be
established by other evidence, e.g by the contemporaneous acts of the parties and their having performed their respective
obligations pursuant to the agreement.
Same; Same; Absence of written authority by the owner for the changes in the plan and specifications of the building and of
written agreement between the parties on the additional price bars recovery of additional cost.—ln the case before this Court,
the records do not yield any written authority for the changes made on the plans and specifications of the Gay Theater building.
Neither can there be found any written agreement on the additional price to be paid for said "extra works." While the trial court
may have found in the instant case that the private respondent admitted his having requested the "extra works" done by the
contractor (Record on Appeal, p. 66 [C.F.I. Decision]), this does not save the day for the petitioner. The private respondent
claims that the contractor agreed to make the additions without additional cost. Expectedly, the petitioner vigorously denies
said claim of the private respondent. This is precisely a misunderstanding between parties to a construction agreement which
the lawmakers sought to avoid in prescribing the two requisites under Article 1724 (Report of the Code Commission, p. 148).
And this case is a perfect example of a tedious litigation which had ensued between the parties as a result of such
misunderstanding. Again, this is what the law endeavors to prevent (San Diego vs. Sayson, supra.).
MARIA CRISTINA V. CA, 273 SCRA 152
Contracts; 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.—Whether deemed to be an offer or an acceptance, the letter obviously is far
SANCHEZ V. RIGOS, 45 SCRA 368
FACTS:
In an instrument entitled "Option to Purchase," executed on April 3, 1961, defendant-appellant Severina Rigos "agreed,
promised and committed ... to sell" to plaintiff-appellee Nicolas Sanchez for the sum of P1,510.00 within two (2) years from
said date, a parcel of land situated in the barrios of Abar and Sibot, San Jose, Nueva Ecija. It was agreed that said option shall
be deemed "terminated and elapsed," if ―Sanchez shall fail to exercise his right to buy the property" within the stipulated
period. On March 12, 1963, Sanchez deposited the sum of Pl,510.00 with the CFI of Nueva Ecija and filed an action for
specific performance and damages against Rigos for the latter‘s refusal to accept several tenders of payment that Sanchez
made to purchase the subject land.
Defendant Rigos contended that the contract between them was only ―a unilateral promise to sell, and the same being
unsupported by any valuable consideration, by force of the New Civil Code, is null and void." Plaintiff Sanchez, on the other
hand, alleged in his compliant that, by virtue of the option under consideration, "defendant agreed and committed to sell" and
"the plaintiff agreed and committed to buy" the land described in the option. The lower court rendered judgment in favor of
Sanchez and ordered Rigos to accept the sum Sanchez judicially consigned, and to execute in his favor the requisite deed of
conveyance. The Court of Appeals certified the case at bar to the Supreme Court for it involves a question purely of law.
ISSUE:
Was there a contract to buy and sell between the parties or only a unilateral promise to sell?
HELD:
The Supreme Court affirmed the lower court‘s decision. The instrument executed in 1961 is not a "contract to buy and sell," but
merely granted plaintiff an "option" to buy, as indicated by its own title "Option to Purchase." The option did not impose upon
plaintiff Sanchez the obligation to purchase defendant Rigos' property. Rigos "agreed, promised and committed" herself to sell
the land to Sanchez for P1,510.00, but there is nothing in the contract to indicate that her aforementioned agreement, promise
and undertaking is supported by a consideration "distinct from the price" stipulated for the sale of the land. The lower cour t
relied upon Article 1354 of the Civil Code when it presumed the existence of said consideration, but the said Article only
applies to contracts in general.
However, it is not Article 1354 but the Article 1479 of the same Code which is controlling in the case at bar because the latter‘s
2nd paragraph refers to "sales" in particular, and, more specifically, to "an accepted unilateral promise to buy or to sell." Since
there may be no valid contract without a cause or consideration, the promisor is not bound by his promise and may,
accordingly, withdraw it. Pending notice of its withdrawal, his accepted promise partakes, however, of the nature of an offer to
sell which, if accepted, results in a perfected contract of sale. Upon mature deliberation, the Court reiterates the doctrine laid
down in the Atkins case and deemed abandoned or modified the view adhered to in the Southwestern Company case
NATINO V. IAC, 197 SCRA 323
Sales; Mortgage; Redemption; A commitment by the bank to resell a property within a specified period, although accepted by
the party in whose favor it was made, is considered an option not supported by consideration distinct from the price, and
therefore, not binding upon the promissor.—Even if Mrs. Brodeth is to be understood to have promised to allow the petitioners
to buy the property at any time they have the money, the Bank was not bound by the promise not only because it was not
approved or ratified by the Board of Directors but also because, and more decisively, it was a promise unsupported by a
consideration distinct from the re-purchase price. x x x Thus in Rural Bank of Parañaque Inc. vs. Remolado, et al., a
commitment by the bank to resell a property, within a specified period, although accepted by the party in whose favor it was
made, was considered an option not supported by a consideration distinct from the price and, therefore, not binding upon the
promissor. Pursuant to Southwestern Sugar and Molasses Co. vs. Atlantic Gulf and Pacific Company, it was void.
SERRA V. CA, 229 SCRA 60
Obligations and Contracts; Contracts of adhesion; These types of contracts are as binding as ordinary contracts.—A contract
of adhesion is one wherein a party, usually a corporation, prepares the stipulations in the contract, while the other party merely
affixes his signature or his ―adhesion‖ thereto. These types of contracts are as binding as ordinary contracts. Because in reality,
the party who adheres to the contract is free to reject it entirely. Although, this Court will not hesitate to rule out blind
adherence to terms where facts and circumstances will show that it is basically one-sided. We do not find the situation in the
present case to be inequitable. Petitioner is a highly educated man, who, at the time of the trial was already a CPA-Lawyer,
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, Peñamante.
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and when he entered into the contract, was already a CPA, holding a respectable position with the Metropolitan Manila
Commission. It is evident that a man of his stature should have been more cautious in transactions he enters into, particularly
where it concerns valuable properties. He is amply equipped to drive a hard bargain if he would be so minded to.
Same; Sales; Arts. 1324 and 1479 of the Civil Code explained.—Article 1324 of the Civil Code provides that when an offeror
has allowed the offeree a certain period to accept, the offer may be withdrawn at anytime before acceptance by
communicating such withdrawal, except when the option is founded upon consideration, as something paid or promised. On
the other hand, Article 1479 of the Code provides that an accepted unilateral promise to buy and sell a determinate thing for a
price certain is binding upon the promisor if the promise is supported by a consideration distinct from the price.
Same; Same; In a unilateral promise to sell, where the debtor fails to withdraw the promise before the acceptance by the
creditor, the transaction becomes a bilateral contract to sell and to buy and the parties may reciprocally demand
performance.—In a unilateral promise to sell, where the debtor fails to withdraw the promise before the acceptance by the
creditor, the transaction becomes a bilateral contract to sell and to buy, because upon acceptance by the creditor of the offer
to sell by the debtor, there is already a meeting of the minds of the parties as to the thing which is determinate and the price
which is certain. In which case, the parties may then reciprocally demand performance. Jurisprudence has taught us that an
optional contract is a privilege existing only in one party—the buyer. For a separate consideration paid, he is given the right to
decide to purchase or not, a certain merchandise or property, at any time within the agreed period, at a fixed price. This being
his prerogative, he may not be compelled to exercise the option to buy before the time expires.
Same; Same; Consideration separate from the price, explained.—On the other hand, what may be regarded as a
consideration separate from the price is discussed in the case of Vda. de Quirino v. Palarca wherein the facts are almost on all
fours with the case at bar. The said case also involved a lease contract with option to buy where we had occasion to say that
―the considerat