G.R. No. 194664, June 15, 2016
FLORITA LIAM, Petitioner, v. UNITED COCONUT PLANTERS BANK, Respondent.
D E C I S I O N
This is a Petition for Review on Certiorari1 under Rule 45 of the Rules of Court seeking to annul and set aside the Decision2 dated September 24, 2010 of the Court of Appeals (CA) in CA-G.R. SP No. 112195 holding that United Coconut Planters Bank (UCPB) was wrongly impleaded in Florita Liam's (Liam) complaint for specific performance before the Housing and Land Use Regulatory Board (HLURB).
WHEREFORE, premises considered, it is hereby ordered that:Upon the appeal filed by PPGI and UCPB, the above ruling was affirmed with modification by the HLURB Board of Commissioners in a Decision19 dated May 22, 2008, thus:chanRoblesvirtualLawlibrary
1. UCPB give [Liam] the privilege to choose among the available units at Palm Tower, San Antonio Village, or in the alternative[,] to maintain the previous unit subject of the Contract to Sell;
2. The Realty Tax must be [for] the account of the respondent UCPB, the unit being in the possession of the respondent;
3. The Capital Gains Tax having been waived, [the] documentary stamp tax must also be charged to respondent UCPB.
It is so ordered.18cralawred
WHEREFORE, premises considered, the appeal is PARTIALLY GRANTED. Accordingly[,] the judgment appealed from is MODIFIED to read as follows:In so ruling, the HLURB Board of Commissioners ratiocinated that Liam cannot complain about the lower purchase price of other units or demand for the amendment of the stipulated price in her Contract to Sell with PPGI. Liam and PPGI have long agreed on the purchase price before the lower price of the other units was even advertised. Liam was, however, held entitled to a refund because the unit was not completed within the period stipulated in the contract.21ChanRoblesVirtualawlibrary
1. Ordering the parties to continue with their contract and upon [Liam's] full payment of the purchase price of P2,614,652.66, ordering respondent UCPB to deliver [U]nit 603 of HongKong Tower and to execute the corresponding deed of sale in [Liam's] favor. In the alternative, at the option of [Liam], [UCPB] is ordered to refund to her the total installment payments made with interest at 6% per annum until fully paid reckoned from the filing of the complaint.
2. Declaring that the [R]ealty [T]ax must be for the account of the respondent UCPB, the unit being in the possession of the respondent.
3. Declaring that [Liam] is liable for the payment of the documentary stamp tax.
WHEREFORE, premises considered, the appeal is DISMISSED. The Decision dated May 22, 2008 rendered by the Board of Commissioners of the Housing and Land Use Regulatory Board is hereby AFFIRMED.On UCPB's motion for reconsideration, the OP reiterated its findings in a Resolution26 dated December 10, 2009, by stressing that since PPGI assigned all its rights and interests to UCPB, the latter is deemed subrogated to and bound by exactly the same conditions to which PPGI was bound under the contract to sell. Thus, UPCB is obligated to return the payments of Liam after the project was not completed on time.
IN VIEW OF THE FOREGOING, the assailed 7 May 2009 Decision of the Office of the President is hereby REVERSED and SET ASIDE.Liam moved for the reconsideration30 of the foregoing judgment but her motion was denied in the Resolution31 dated December 3, 2010 of the CA. Hence, the present petition submitting the following issues for resolution, viz:chanRoblesvirtualLawlibrary
WHETHER OR NOT THE HONORABLE SUPREME COURT, ALBEIT NOT A TRIER OF FACTS, BUT BEING THE FINAL ARBITER OF ANY JUSTIFIABLE CONTROVERSIES, HAS THE POWER AND AUTHORITY TO REVIEW THE FACTS AND EVIDENCE OBTAINING IN THIS CASE DUE TO THE EXISTENCE OF WELL RECOGNIZED EXCEPTIONS TO THE RULE[;]
WHETHER OR NOT THE [CA] ERRED IN REVERSING AND SETTING ASIDE THE DECISIONS OF THE OFFICES A QUO[;]
WHE[T]HER OR NOT THE [CA] ERRED IN NOT HOLDING THAT THE DECISION OF THE HLURB HAS BECOME FINAL AND EXECUTORY BY THE [UCPB'S] FAILURE TO POST THE REQUIRED APPEAL BOND PURSUANT TO SECTION 2 OF RULE XVI[,] IN RELATION [TO SECTION] 1 OF RULE XVIII, OF THE RULES OF PROCEDURE OF THE [HLURB] BOARD OF COMMISSIONERS.32cralawred
A question of law arises when there is doubt as to what the law is on a certain state of facts, while there is a question of fact when the doubt arises as to the truth or falsity of the alleged facts. For a question to be one of law, the same must not involve an examination of the probative value of the evidence presented by the litigants or any of them. The resolution of the issue must rest solely on what the law provides on the given set of circumstances. Once it is clear that the issue invites a review of the evidence presented, the questioned posed is one of fact. Thus, the test of whether a question is one of law or of fact is not the appellation given to such question by the party raising the same; rather, it is whether the appellate court can determine the issue raised without reviewing or evaluating the evidence, in which case, it is a question of law; otherwise, it is a question of fact.35 (Italics in the original)cralawredThus, the petition is the proper subject of the Court's review under Rule 45 of the Rules of Court.
"This agreement was implemented through the Deed of Sale/Assignment whereby the parties reiterated and emphasized that they intended an assignment of PPGI's receivables thus giving UCPB the right to run after the former's condominium buyers with outstanding balances under a Contract to Sell, like herein petitioner Liam."43 The operative provisions of the Deed of Sale/Assignment provide thus:chanRoblesvirtualLawlibrary
Section 1.01 In partial settlement of FIRST PARTY'S [PPGI] outstanding and/or maturing obligation with SECOND PARTY [UCPB], to the extent of P1,160,965,734.33, FIRST PARTY has offered the following modes of settlement, viz:chanRoblesvirtualLawlibrary
a. Absolute Sale over unsold condominium units/parking spaces of Makati Prime City (hereinafter referred as "MPC) including all existing and future improvements thereon situated at St. Pauls Road, Antonio Village, Makati City, and covered by Condominium Certificates of Titles (CCTs) registered with the Register of Deeds for Makati City, the technical description of which are listed in Annex "A" and made integral part hereof; x x x x c. Sale of outstanding receivables due or payable to SECOND PARTY over 538 "MPC" sold units and 176 "KIENER" sold units, from Buyers who have purchased said units and the Assignment of Rights and Interests arising out of the units pertinent [to] Contract to Sell (CTS) as evidenced by pertinent and individual Contracts to Sell (CTS), hereto attached as Annex "C; x x x x42 (Emphasis supplied)
WHEREAS, under the terms and conditions of the Memorandum of Agreement, the FIRST PARTY [PPGI] had agreed to sell, transfer, convey and set over unto SECOND PARTY [UCPB], all the Accounts Receivables accruing from FIRST PARTY'S Makati Prime City Condominium Project ("MPC" for brevity) and Kiener Hills Condominium Project ("KIENER" for brevity), as enumerated in a list hereto attached as Annexes "A" and "B", respectively and forms an integral part hereof, together with all the incidental rights, titles, interests and participations over the units covered by the Contracts to Sell from which the Accounts] Receivables have arisen;"The primary consideration in determining the true nature of a contract is the intention of the parties. If the words of a contract appear to contravene the evident intention of the parties, the latter shall prevail. Such intention is determined not only from the express terms of their agreement, but also from the contemporaneous and subsequent acts of the parties."45 However, if the terms of a contract are clear and leave no doubt upon the intention of the contracting parties, the literal meaning of its stipulations shall control.46ChanRoblesVirtualawlibrary
WHEREAS, the parties have agreed that the consideration of this [Deed of Sale/Assignment] shall be the aggregate amount of PESOS: SEVEN HUNDRED FORTY-EIGHT MILLION (P748,000,000.00), Philippine currency broken down as follows:
x x x x
NOW, THEREFORE, for and in consideration of the foregoing premises and the aggregate amount of PESOS : SEVEN HUNDRED FORTY-EIGHT MIL[L]ION (P748,000,000.00) Philippine currency, FIRST PARTY [PPGI] hereby sells, transfers, conveys and set over as by these presents it has assigned, transferred, conveyed and set over unto SECOND PARTY [UCPB] all Accounts Receivables accruing from FIRST PARTY'S "MPC" and "KIENER" as enumerated in a list hereto attached as Annexes "A" and "B" respectively together with the assignment of all its rights, titles, interests and participations over the units covered by or arising from the Contracts to Sell from which the Accounts Receivables have arisen, under the following terms and conditions:
1. The FIRST PARTY hereby sells, transfers, conveys, assigns and sets over unto the SECOND PARTY [HLURB]:chanRoblesvirtualLawlibrary
- all the Account Receivables or moneys due which may grow due upon the said receivables pursuant to the list attached as Annexes "A" and "B";
- all its rights and interest arising from or out of the Contract to Sell of its respective receivable[s]/condominium unit.
x x x x44
This refers to your purchase of Unit #603 of Hongkong Tower, [MPC], a project of [PPGI], the development of which has been partially financed by [UCPB] wherein the rights, title and interest over the said unit(s); which includes among others your installment payments have been assigned to them.The absence of Liam's consent to the transactions between PPGI and UCPB affirms their nature as assignment of credit. As already mentioned, the consent of the debtor is not essential in assignment of credit. What the law requires is merely notice to him. A creditor may, therefore, validly assign his credit and its accessories without the debtor's consent. The purpose of the notice is only to inform the debtor that from the date of the assignment, payment should be made to the assignee and not to the original creditor.48ChanRoblesVirtualawlibrary
In connection with Section 18 of Presidential Decree No. 957, x x x, we hereby direct your goodself to remit all payments under your Contract to Sell directly to [UCPB] x x x.
This payment arrangement shall in no way cause any amendment of the other terms and conditions, nor the cancellation of the Contract to Sell you have executed with PPGI.47cralawred
In UCPB v. O'Halloran, docketed as CA.-G.R. S.P. No. 101699, respondent O'Halloran's accounts with Primetown were also assigned by Prirnetown to UCPB, under the same Agreement as in this case. Since Primetown failed to deliver the condominium units upon full payment of the purchase price, O'Halloran likewise sued both Primetown and UCPB for cancellation of the contracts to sell, and the case eventually reached the CA. The CA held UCPB liable to refund the amount it actually received from O'Halloran. The CA held that there is no legal, statutory or contractual basis to hold UCPB solidarily liable with Primetown for the full reimbursement of the payments made by O'Halloran. The CA found that based on the Agreement, UCPB is merely the assignee of the receivables under the contracts to sell to the extent that the assignment is a manner adopted by which Primetown can pay its loan to the bank. The CA held that the assignment of receivables did not make UCPB the owner or developer of the unfinished project to make it solidarily liable with Primetown. The CA decision dated 23 July 2009 in C.A.-G.R. S.P. No. 101699 became final and executory upon Entry of Judgment on 17 August 2009 for O'Halloran and 18 August 2009 for UCPB.Following our pronouncement in the case of Chin Kong Wong Choi, which finds application in the present case, UCPB should not be held liable for the obligations and liabilities of PPGI under its contract to sell with Liam, considering that the bank is a mere assignee of the rights and receivables under the Agreement it executed with PPGI. There being no other grounds to hold UCPB solidarity liable with PPGI, the instant petition must be denied for lack of merit.
In UCPB v. Ho, docketed as C.A.-G.R. S.P. No. 113446, respondent Ho was similarly situated with O'Halloran and Spouses Choi. Upon reaching the CA, the CA considered the Agreement between UCPB and Primetown as an assignment of credit, because: 1) the parties entered into the Agreement without the consent of the debtor; 2) UCPB's obligation "to deliver to the buyer the title over the condominium unit upon their full payment" signifies that the title to the condominium unit remained with Primetown; 3) UCPB's prerogative "to rescind the contract to sell and transfer the title of condominium unit to its name upon failure of the buyer to pay the full purchase price" indicates that UCPB was merely given the right to transfer title in its name to apply the property as partial payment of Primetown's obligation; and 4) the Agreement clearly states that the assignment is limited to the receivables and does not include "any and all liabilities which [Primetown] may have assumed under the individual contract to sell." Thus, the CA ruled that UCPB was a mere assignee of the right of Primetown to eollect on its contract to sell with Ho. The CA, then, applied the ruling in UCPB v. O'Halloran in finding UCPB jointly liable with Primetown only for the payments UCPB had actually received from Ho.
On 4 December 2013, this Court issued a Resolution denying Ho's petition for review for failure to show any reversible error on the part of the CA. On 2 April 2014, this Court likewise denied the motion for reconsideration with finality. Thus, the 9 May 2013 Decision of the Special Fifteenth Division of the CA in CA-G.R. SP No. 113446 became final and executory.52 (Citations omitted and emphasis in the original)cralawred
Sec. 2. Contents of the Appeal Memorandum. - The appeal memorandum shall state the date when the appellant received a copy of the decision, the grounds relied upon, the arguments in support thereof, and the relief prayed for.Evidently, the HLURB Rules of Procedure mandates the posting of an appeal bond only in cases where the appealed judgment involves a monetary award. The Decision dated August 16, 2007 of HLURB Arbiter Torres was not a judgment for a specific sum of money. Instead, it ordered UCPB to give Liana the privilege to choose among the available units at Palm Tower, San Antonio Village, or in the alternative, to maintain the previous unit subject of the Contract to Sell.55ChanRoblesVirtualawlibrary
In addition, the appellant shall attach to the appeal memorandum the following:
- Affidavit of service of the appeal memorandum executed jointly by the appellant and his counsel, which substantially complies with Supreme Court Circular No. 19-91, stating in essence the date of such service, copies of the registry return receipt shall likewise be attached;
- A verified certification jointly executed by the appellant and his counsel in accord with Supreme Court Circular No. 28-91 as amended, attesting that they have not commenced a similar, related or any other proceeding involving the same subject matter or causes of action before any other court or administrative tribunal in the Philippines; and
- In case of money judgment, an appeal bond satisfactory to the Board equivalent to the amount of the award excluding interests, damages and attorney's fees.54 (Emphasis ours)
1Rollo, pp. 9-34.
2 Penned by Presiding Justice Andres B. Reyes, Jr., with Associate Justices Japar B. Dimaampao and Jane Aurora C. Lantion concurring; id. at 248-261.
3 Id. at 85-90.
4 Id. at 282-292.
5 Id. at 293-297.
6 Id. at 91.
7 Id. at 92.
8 Id. at 93-94.
9 Id. at 96-97.
10 Id. at 98.
11 Id. at 101.
12 Id. at 103-104.
13 Id. at 78-84.
14 Id. at 37-43.
15 Id. at 44-45.
16 Id. at 105-110.
17 Id. at 138-139.
18 Id. at 139.
19 Composed of Commissioner and Chief Executive Officer Rornulo Q. Fabul, Commissioner Jesus Y. Pang and Ex-Officio Commissioner Joel I. Jacob; id. at 166-170.
20 Id. at 169-170.
21 Id. at 168-169.
22 Id. at 169.
23 Id. at 171-183.
24 Id. at 72-76.chanrobleslaw
25 Id. at 76.
26 Id. at 77.
27 Id. at 48-68.
28 Id. at 248-261.
29 Id. at 261.
30 Id. at. 262-269.
31 Id. at 277-278.
32 Id. at 19.
33See Licaros v. Gatmaitan, 414 Phil. 857, 873 (2001).
34See Engr. Dueñas v. Guce-Africa, 618 Phil. 10, 19 (2009).
35 Id., citing Velayo-Fong v. Sps. Velayo, 539 Phil. 377, 386-387 (2006).
36Spouses Serfino v. Far East Dank and Trust Company, Inc., 697 Phil. 51, 57 (2012), citing Aquintey v. Sps. Tibong, 540 Phil. 422, 446 (2006).
37Licaros v. Gaimaitan, supra note 33, at 866-867.
38 Id. at 867.
39Starbright Sales Enterprises, Inc. v. Philippine Realty Corporation et al., 679 Phil. 330, 336 (2012).
40Licaros v. Gaimaitan, supra note 33, at 867-868.
41 Id. at 868.
42Rollo, pp. 285-286.
43 Id. at 290.
44 Id. at 293-294.
45Spouses Villaceran, et al. v. De Guzman, 682 Phil. 426, 435 (2012).
46 CIVIL CODE OF THE PHILIPPINES, Article 1370.
47Rollo, p. 91.
48Project Builders, Inc. v. Court of Appeals, 411 Phil. 264, 274 (2001).
49 G.R. No. 207747, March 11, 2015, 753 SCRA 153.
50 CA-G.R. SP No. 101699, July 23, 2009.
51 CA-G.R. SP No. 113446, May 9, 2013.
52Chin Kong Wong Choi v. UCPB, supra note 49, at 163-165.
53 The Rules of Procedure in effect at the time the appeal to the HLURB Board of Commissioners was filed. Currently, the 2011 HLURB Rules of Procedure is in effect.
54 The rule was cited as a reference in Peña v. GSIS, 533 Phil. 670, 678 (2006).
55Rollo, p. 139.