THIRD DIVISION
G.R. No. 205638, August 23, 2017
DEE HWA LIONG FOUNDATION MEDICAL CENTER AND ANTHONY DEE, Petitioners, v. ASIAMED SUPPLIES AND EQUIPMENT CORPORATION, Respondent.
D E C I S I O N
LEONEN, J.:
Generally, a petition for review under Rule 45 of the Rules of Court may only raise questions of law.
This is a Petition for Review on Certiorari1 filed under Rule 45 of the Rules of Court praying that the August 30, 2012 Decision2 and the January 23, 2013 Resolution3 of the Court of Appeals in CA G.R. CV No. 91410 be reversed and set aside.
On August 2, 2002, petitioner Dee Hwa Liong Foundation Medical Center (DHLFMC) and respondent Asiamed Supplies and Equipment Corporation (Asiamed) entered into a Contract of Sale.4 This Contract of Sale stated that DHLFMC agreed to purchase from Asiamed a GammaMed Plus Brachytherapy machine and a Gammacell Elan 3000 blood irradiator (collectively, the machines) for the price of P31,000,000.00. Regarding payment, the Contract of Sale provided:
1. PURCHASE PRICEThese machines were delivered on May 20, 2003 and July 17, 2003.6 A Sales Invoice7 and two (2) Delivery Invoices8 were signed by petitioner Anthony Dee (Anthony) and DHLFMC Vice President for Administration, Mr. Alejandro Mateo (Mateo).9 These invoices provided:
DEE HWA LIONO FOUNDATION MEDICAL CENTER agrees to purchase the equipment through ASIAMED SUPPLIES and EQUIPMENT CORPORATION at the total price of THIRTY ONE MILLION PESOS (P31,000,000.00) Philippine Currency ...
Such payment is to be made no later than (2) two working days upon delivery of the equipment and prior to the installation of the same.
....
5. BUYERS GUARANTEE
DEE HWA LIONG FOUNDATION MEDICAL CENTER warrants unto ASIAMED SUPPLIES & EQUIPMENT CORPORATION the genuineness, validity and enforceability of any check, note or evidence of obligation as forelisted and DEE HWA LIONG FOUNDATION MEDICAL CENTER, at the agreed payment terms[,] shall pay to ASIAMED SUPPLIES & EQUIPMENT CORPORATION the amount due.5
Interest of 12% per annum is to be charged on all overdue accounts, and a sum equal to 25% of the amount due is further charged but in no case shall be less than P50.00 for attorney's fees and cost of collection in case of suit.10On January 26, 2004, Asiamed filed a Complaint11 against DHLFMC and Anthony (petitioners) for sum of money, with prayer for issuance of a writ of preliminary attachment, before the Regional Trial Court, docketed as Civil Case No. 04108948. Asiamed alleged that DHLFMC agreed to pay the total purchase price of P31,000,000.00 no later than two (2) days from receiving the machines. Despite receiving the machines on May 20, 2003 and July 17, 2003, DHLFMC only paid the amounts of P3,500,000.00 on July 25, 2003, P1,000,000.00 on September 16, 2003, and P800,000.00 on October 30, 2003.12 Asiamed demanded payment, but DHLFMC refused to pay the balance.13
With the foregoing, there is no dispute [that] the parties entered into the Contract of Sale (Exh. "A" & Exh. "1"). The two medical equipment, Brachytherapy machine and Blood irradiator were delivered to [petitioners] who received them in good condition. [Asiamed]'s engineers installed said machine[s] properly in [petitioner] hospital. As [petitioners] did not pay the balance of P25.7 million, their lawyer resorted to dilatory schemes, like raising the issues of excessive levy and oppressive manner of attachment. The self serving testimonies of Atty. Estaris and Dr. Reyes are irrelevant to this case. Besides, there was no excessive levy as there are only 3 items pulled out by Special Sheriff Mariano (Exh. "32"). The bulk of [petitioners'] medical items were by constructive levy only and were enforced by Sheriff Viloria of Br. 7 (Exhs. "30" & "31"). The said items are still in the possession of [petitioner] hospital.18The dispositive portion stated:
WHEREFORE, judgment is hereby rendered against [petitioners] who are ordered to pay, jointly and severally, [respondent]:Thus, petitioners appealed to the Court of Appeals.
a) the sum of P25.7 million representing the balance of the purchase price with interest thereon at 12% per annum from October 28, 2003 until fully paid;
b) the sum of P2.5 million for attorney's fees; and
c) the costs of suit.
[Petitioners'] counterclaim is denied for lack of merit.
SO ORDERED.19
Lastly, We note that [petitioner] Anthony Dee had already passed away, without Us being informed by his counsel of such fact, in violation of Rule 3, section 16 of the Rules of Court. Thus, the [respondent] filed a Motion for Substitution of [petitioner] Anthony D. Dee praying that it be allowed to procure the appointment of an administrator for the Estate of Anthony Dee in accordance with the provisions of the Rules of Court. Considering that [petitioner] Anthony Dee's counsel has not given Us the name and address of his legal representative or representatives, We, therefore, grant [respondent]'s aforesaid motion.23 (Citation omitted)The dispositive portion of this Decision read:
WHEREFORE, premises considered, the assailed Decision of the court a quo is hereby AFFIRMED.Thus, on March 25, 2013, petitioners filed this present Petition assailing the Court of Appeals Decision and Resolution.25 In the Resolution dated July 8, 2013, this Court denied the petition for failure of petitioners to show any reversible error in the assailed Decision and Resolution.26
Further, [respondent]'s Motion for Substitution of Defendant-Appellant Anthony D. Dee is GRANTED. [Respondent] is hereby ORDERED to procure the appointment of an administrator for the estate of the deceased within thirty (30) days from notice hereof.
SO ORDERED.24
Interest of 12% per annum is to be charged on all overdue accounts, and a sum equal to 25% of the amount due is further charged but in no case shall be less than P50.00 for attorney's fees and cost of collection in case of [suit]. The herein listed below are shipped at the buyer's risk and cost of goods remain the property of ASIA MED SUPPLIES & EQUIPMENT CORP. until paid in full.40Petitioners claim that these are in the nature of contracts of adhesion. The delivery invoices were unilaterally prepared by respondent, without petitioners' conformity.41 These stipulations attempted to modify the Contract of Sale. However, petitioners insist that the delivery invoices cannot be deemed to have modified the Contract of Sale, considering that they lacked the informed consent of petitioner DHLFMC.42 In any case, the penalty stipulated in the delivery invoices was unconscionably high and should be reduced.43
A Before Mr. Dee went to the United States of America, there w[as a] series of talks between Mr. Dayao, between us and Mr. Dee. Mr. Dee, since he can no longer pay because of what happened to the bank that the loan was no longer approved, Mr. Dee wanted to return the machine. There was [a] series of talks that took place about the returning of the machine[,] sir.However, the above mentioned letter drafted by Reyes pertaining to the modification of the earlier agreement remained unsigned.67 Nonetheless, petitioners refer to the draft as evidence that rescission was being undertaken and argue that respondent's demand for the balance of the obligation was consequently premature.68
Q And what was the reaction of Mr. Dayao to this?
A Mr. Dayao is amenable provided he will no longer return the initial payment made by Mr. Dee.
Q So what happened?
A He caused me to make a letter pertaining to that kind of transaction[,] sir.66
It is important to remember, however, that [respondent]'s complaint alleged. among other things, that "[petitioner] DEE HWA LIONG FOUNDATION MEDICAL CENTER, is an entity representing itself to be a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines." In reply thereto, [petitioners] answered that "[petitioners] deny the allegations relating to the corporate circumstances of [petitioner] DHLFMC in paragraph no. 2 of the Complaint, ... the truth being that the [petitioners] never represented that [petitioner] DHLFMC is a corporate entity duly organized and existing under and by virtue of the laws of the Republic of the Philippines[.]" From the foregoing, it cannot be denied that the [petitioners) are estopped from raising a corporation's separate juridical personality as a defense to shield [petitioner] Anthony Dee from any liability.69 (Emphasis supplied, citations omitted)Petitioners do not dispute that they specifically denied the allegation regarding petitioner DHLFMC's corporate circumstances. Petitioners fail to show how the Court of Appeals appreciation of this specific denial is an error of law. Petitioners merely insist that petitioner Anthony was not shown to have acted in bad faith, and thus, cannot be held solidarily liable with petitioner DHLFMC.70 However, petitioners do not point to anything on record to counter their own specific denial that would establish DHLFMC's existence as a corporation with separate juridical personality. Thus, this argument must fail.
The 12% interest and 25% attorney's fees in case of litigation are explicitly sta[t]ed in the sales and delivery invoices. "Art. 1159. Obligations arising from contracts have the force of law between the contracting parties and should be complied with in good faith." (Civil Code of the Philippines). As there is no written agreement to rescind, [respondent] is not bound by [petitioners]' notice of rescission. "Art. 1308 - The contract must bind both contracting parties; the validity or compliance cannot be left to the will of one of them." (Ibid). All told, plaintiff has established a preponderance of evidence in its favor. Interest shall accrue from October 28, 2003 when formal demand was made while lawyer's fee will be toned down to about 10% of the amount due.72Both the Regional Trial Court and the Court of Appeals found that the delivery invoices formed part of the Contract of Sale. Petitioners claim that the delivery invoice receipts signed by petitioner Anthony and Mateo could not modify or be considered part of the Contract of Sale.
A contract need not be contained in a single writing. It may be collected from several different writings which do not conflict with each other and which, when connected, show the parties, subject matter, terms and consideration, as in contracts entered into by correspondence. A contract may be encompassed in several instruments even though every instrument is not signed by the parties, since it is sufficient if the unsigned instruments are clearly identified or referred to and made part of the signed instrument or instruments. Similarly, a written agreement of which there are two copies, one signed by each of the parties, is binding on both to the same extent as though there had been only one copy of the agreement and both had signed it.74 (Citations omitted)Petitioners claim that the delivery invoice receipts are contracts of adhesion and that they were unwittingly signed, without informed consent.75 However, it is not disputed that the delivery invoices provided for the interest and attorney's fees or that petitioner Anthony and Mateo signed these invoices.76 Thus, the Regional Trial Court and the Court of Appeals ruled that the parties mutually agreed to the interest and attorney's fees as a factual matter. Although petitioners allege that these invoices lacked petitioner DHLFMC's informed consent, there is no attempt to prove this. It is also not proven that the stipulations were somehow hidden or obscured such that DHLFMC could not have read them, making it impossible tor DHLFMC to agree to the terms. In any case, it is a question of fact, which is not proper for review in a petition for review. Absent any other factual or legal basis, the mere allegation that the documents were signed without the informed consent of petitioner DHLFMC will not suffice to cause this Court to review these documents.
Section 16. Death of party; duty of counsel. - Whenever a party to a pending action dies, and the claim is not thereby extinguished, it shall be the duty of his counsel to inform the court within thirty (30) days after such death of the fact thereof and to give the name and address of his legal representative or representatives. Failure of counsel to comply with this duty shall be a ground for disciplinary action.Petitioners fail to show how the application of the Rules of Court was an error of law. The only basis for petitioners' objection to the order requiring the appointment of an administrator for the estate of petitioner Anthony is a liberal interpretation of the rules.79 Thus, their argument fails.
The heirs of the deceased may be allowed to be substituted for the deceased, without requiring the appointment of an executor or administrator and the court may appoint a guardian ad litem for the minor heirs.
The court shall forthwith order said legal representative or representatives to appear and be substituted within a period of thirty (30) days from notice.
If no legal representative is named by the counsel for the deceased party, or if the one so named shall fail to appear within the specified period, the court may order the opposing party, within a specified time, to procure the appointment of an executor or administrator for the estate of the deceased and the latter shall immediately appear for and on behalf of the deceased. The court charges in procuring such appointment, if defrayed by the opposing party, may be recovered as costs.
Endnotes:
1Rollo, pp. 11-35.
2 Id. at 36-46, The Decision was penned by Associate Justice Agnes Reyes Carpio and concurred in by Associate Justices Rosalinda Asuncion-Vicente and Priscilla J. Baltazar-Padilla of the Eighth Division, Court of Appeals, Manila.
3 Id. at 7-8. The Resolution was penned by Associate Justice Agnes Reyes Carpio and concurred in by Associate Justices Rosalinda Asuncion-Vicente and Priscilla J. Baltazar-Padilla of the Eighth Division, Court of Appeals, Manila.
4 RTC records, pp. 13-16.
5 Id. at 14-15.
6 CA Rollo, p. 29.
7 RTC records, p. 29.
8 Id. at 30 and 31.
9Rollo, p. 216.
10 RTC records, pp. 30-31.
11 Id. at 1.
12 Id. at 3-5.
13 Id. at 5.
14 Id. at 155-156.
15 Id. at 45-46.
16Rollo, pp. 152-153.
17 Id. at 47-49.
18 Id. at 48.
19 Id. at 49.
20 Id. at 36-46.
21 Id. at 40-41.
22 Id. at 43-44.
23 Id. at 44-45.
24 Id. at 45.
25 Id. at 11.
26 Id. at 70.
27 Id. at 71-82.
28 Id. at 83.
29 Id. at 90-128.
30 Id. at 140-149.
31 Id. at 150.
32 Id. at 151-184.
33 Id. at 162.
34 Id. at 164.
35 Id. at 163.
36 Id. at 165-166.
37 Id. at 166.
38 Id. at 167.
39 Id. at 168.
40 Id. at 169.
41 Id. at 170.
42 Id. at 171.
43 Id. at 172.
44 Id. at 173.
45 Id. at 172-173.
46 Id. at 173.
47 Id. at 173-175.
48 Id. at 175.
49 Id. at 179.
50 Id. at 180.
51 Id. at 186-223.
52 Id. at 197.
53 Id.
54 Id. at 200.
55 Id. at 206.
56 Id. at 213.
57 Id. at 214.
58 Id. at 220.
59 Id. at 219.
60 Id. at 220.
61 Id. at 222.
62 RULES OF COURT, Rule 45, sec. 1.
63Pascal v. Burgos, G.R. No. 171722, January 11, 2016 12 [Per J. Leonen, Second Division].
64Rollo, p. 40.
65 Id. at 162.
66 Id. at 164-165.
67 Id. at 165.
68 Id.
69 Id. at 43-44.
70 Id. at 167-169.
71 Id. at 171-172.
72 Id. at 49.
73 351 Phil. 507 (1998) [Per J. Romero, Third Division].
74 Id. at 523.
75Rollo, p. 171.
76 Id. at 216-217.
77 Id. at 172.
78 Id. at 44-45.
79 Id. at 180.