THIRD DIVISION
G.R. No. 182409, March 20, 2017
FELIX PLAZO URBAN POOR SETTLERS COMMUNITY ASSOCIATION, INC., Petitioner, v. ALFREDO LIPAT, SR. AND ALFREDO LIPAT, JR., Respondents.
D E C I S I O N
REYES, J.:
This is a petition for review on certiorari1 under Rule 45 of the Rules of Court assailing the Decision2 dated April 30, 2007 and Resolution3 dated March 17, 2008 of the Court of Appeals (CA) in CA-G.R. CV No. 85684 which granted the appeal of Alfredo Lipat, Sr. (Lipat Sr.) and Alfredo Lipat, Jr. (Lipat Jr.) (respondents) and accordingly dismissed the action for Specific Performance and Damages with Prayer for Preliminary Injunction filed by Felix Plazo Urban Poor Settlers Community Association, Inc. (petitioner) for lack of cause of action.
WHEREFORE, premises considered, the [petitioner] having proved by preponderance of evidence the enforceability of the [CTS], dated December 13, 1991, judgment is hereby rendered ordering the [respondents], to sell to [the petitioner] the properties] subject of this case, previously covered by TCT No. 12236 and 12237, upon payment by the [petitioner] of the selling price of P200.00 per square meter.Aggrieved, the respondents filed an appeal to the CA to assail the RTC decision in holding that the CTS dated December 13, 1991 they entered into with the petitioner is still in force and effect.18
SO ORDERED.17
WHEREFORE, the instant appeal is GRANTED. The assailed decision in CIVIL CASE No. RTC '97-3777 is REVERSED and SET ASIDE. The action for Specific Performance and Damages with Prayer for Preliminary Injunction filed by the [petitioner] against the [respondents] with the court a quo is hereby DISMISSED for lack of cause of action. No pronouncement as to costs.The CA held that the petitioner cannot exact fulfillment from the respondents without itself having first complied with what is incumbent upon it under the CTS. As shown in the records, the petitioner failed to make full payment of the purchase price. Further, records do not show that the petitioner ever attempted to at least, make the proper consignation of the amounts due to the court.21
SO ORDERED.20
- WHETHER OR NOT THE CA ERRED IN REVERSING THE TRIAL COURT'S DECISION THAT THE PETITIONER CAN OBLIGE THE RESPONDENTS TO SELL THE PROPERTIES COVERED BY THE CTS, THE CONTRACT BEING STILL EFFECTIVE;
- WHETHER OR NOT THE CA ERRED IN DECLARING THAT THE CAUSE OF ACTION IS PREMATURE AND IN DISREGARDING THE PAYMENTS AND EXPENSES MADE BY THE PETITIONER OVER THE PROPERTIES IN QUESTION; and
- WHETHER OR NOT THE CA ERRED IN NOT GRANTING THE MOTION FOR RECONSIDERATION DESPITE THE FACT THAT THE PETITIONER SHOWED PROOF OF READINESS TO PAY.24
Concededly, it is undisputed that the abovementioned contract is in the nature of a CTS. As such, the obligation of the seller to sell becomes demandable only upon the occurrence of the suspensive condition.29 In the present case, as correctly observed by the CA, the suspensive condition is the payment in full of the purchase price by the petitioner prior to the expiration of the 90-day period stipulated in their CTS, which the latter failed to do so. The relevant portion of the CA's decision reads:
- The Parties hereby agree that for and in consideration of the amount of TWO HUNDRED (P200.00) Pesos, [Philippine] Currency per square meter, the VENDOR shall sell, cede, convey and transfer unto the VENDEE, its assigns, or representative the above mentioned property;
x x x x
- The registration fee for the mortgage to secure the loan to be obtained by the vendee to finance the acquisition of the land shall be for the account of the VENDEE; [and]
- This Contract/Agreement shall automatically expire on the Ninetyth [sic] (90) th [sic] day commencing from the aforesaid date.28
As shown in the case at bar, the [petitioner] did not pay the full purchase price which is its obligation under the [CTS]. As the payment of the full purchase price is a positive suspensive condition the non-fulfillment of which prevents the perfection of a [CTS], it is indubitable that the subject [CTS] is ineffective and without force and effect. x x x.30In Spouses Garcia, et al. v. Court of Appeals, et al.,31 the Court emphasized that in a CTS, payment of the full purchase price is a positive suspensive condition, failure of which is not considered a breach of the same but an occurrence that prevents the obligation of the seller to transfer title from becoming effective.32 Here, there is no dispute that the petitioner failed to pay the full purchase price stipulated in the CTS on the date fixed therein. Thus, the respondents are within their rights to refuse to enforce the same.
SEC. 9. Evidence of written agreements. When the terms of an agreement have been reduced to writing, it is considered as containing all the terms agreed upon and there can be, between the parties and their successors-in-interest, no evidence of such terms other than the contents of the written agreement.In Norton Resources and Development Corporation v. All Asia Bank Corporation,33 the Court discussed the parol evidence rule in this manner:
However, a party may present evidence to modify, explain or add to the terms of the written agreement if he puts in issue in his pleading:
(a) An intrinsic ambiguity, mistake or imperfection in the written agreement; (b) The failure of the written agreement to express the true intent and agreement of the parties thereto; (c) The validity of the written agreement; or (d) The existence of other terms agreed to by the parties or their successors-in-interest after the execution of the written agreement.
The term "agreement" includes wills.
The "parol evidence rule" forbids any addition to or contradiction of the terms of a written instrument by testimony or other evidence purporting to show that, at or before the execution of the parties' written agreement, other or different terms were agreed upon by the parties, varying the purport of the written contract. When an agreement has been reduced to writing, the parties cannot be permitted to adduce evidence to prove alleged practices which, to all purposes, would alter the terms of the written agreement. Whatever is not found in the writing is understood to have been waived and abandoned. x x x.34 (Citation omitted)These rule and principle notwithstanding, the petitioner would have the Court rule that the CTS it executed with the respondents falls within the exceptions, more specifically that the written agreement failed to express the true intent and agreement of the parties considering that the same is also subject to the condition that all pending litigations relative to the subject properties are settled. This argument is untenable.
Likewise, a cause of action for specific performance does not arise where the [CTS] has been cancelled due to nonpayment of the purchase price. Smartnet obviously cannot demand title to the Valgoson Property because it did not pay the purchase price in full. For its part, Piltel also cannot insist on full payment since Smartnet's failure to pay resulted in the cancellation of the [CTS]. Indeed, in the case of Ayala Life Assurance, Inc. v. Ray Burton Devt. Corp., the Court rejected the seller's demand for full payment and instead ordered it to refund to the buyer all sums previously paid. The order to refund is correct based on the principle that no one should unjustly enrich himself at the expense of another.40 (Citations omitted)In the present case, however, since the records are insufficient to use as bases to properly compute all payments previously made by the petitioner to the respondents in connection with the CTS they executed dated December 13, 1991, the case should be remanded to the RTC for a detailed computation of the refund and to include the imposition of an interest at the rate of six percent (6%) per annum pursuant to the Court's ruling in Nacar v. Gallery Frames, et al..41
Endnotes:
1Rollo, pp. 3-33.
2 Penned by Associate Justice Amelita G. Tolentino, with Associate Justices Vicente Q. Roxas and Mariflor P. Punzalan-Castillo concurring; id. at 36-46.
3 Id. at 52-53.
4 Id. at 37.
5 Id.
6 Id. at 66.
7 Id.
8 Id.
9 Id. at 67.
10 Id. at 38.
11 Id. at 79.
12 Id. at 38.
13 Id.
14 Id. at 79-80.
15 Id. at 67.
16 Rendered by Judge Novelita Villegas-Llaguno; id. at 65-95.
17 Id. at 95.
18 Id. at 96-107.
19 Id. at 36-46.
20 Id. at 45.
21 Id. at 43-44.
22 Id. at 47-51.
23 Id. at 52-53.
24 Id. at 20-21.
25Skippers United Pacific, Inc. v. NLRC, 527 Phil. 248, 256 (2006).
26Treñas v. People, 680 Phil. 368, 378 (2012).
27Valarao v. Court of Appeals, 363 Phil. 495, 506 (1999).
28Rollo, p. 146.
29Chua v. Court of Appeals, 449 Phil. 25, 45 (2003).
30Rollo, p. 43.
31 633 Phil. 294 (2010).
32 Id. at 300.
33 620 Phil. 381 (2009).
34 Id. at 389-390.
35Ortañez v. CA, 334 Phil. 514, 519 (1997).
36Rollo, p. 104.
37 509 Phil. 628 (2005).
38 Id. at 647.
39 671 Phil. 557 (2011).
40 Id. at 568.
41 716 Phil. 267 (2013).