Republic of the
Supreme Court
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Mr. & Mrs. George R. Tan, |
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G.R. No. 153057 |
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Petitioners, |
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Present: |
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- versus - |
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PANGANIBAN,
CJ., Chairperson, |
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YNARES-SANTIAGO, |
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AUSTRIA-MARTINEZ, |
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G.V.T. Engineering Services, |
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CALLEJO,
SR. and |
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Acting through its Owner/ |
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CHICO-NAZARIO, JJ. |
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Manager Gerino
V. |
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Tactaquin, |
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Promulgated: |
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Respondent. |
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August 7,
2006 |
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D E C I S I O N
AUSTRIA-MARTINEZ,
J.:
Assailed in the present petition for
review on certiorari under Rule 45 of the Rules of Court is the June 29,
2001 Decision[1] of
the Court of Appeals (CA) in CA-G.R. CV No. 59699 affirming with modification
the Decision of the Regional Trial Court (RTC) of Quezon City, Branch 81 in
Civil Case No. Q-90-7405; and its Resolution[2]
promulgated on
The facts are as follows:
On P1,700,000.00. Since the
spouses Tan have no knowledge about building construction, they hired the
services of Engineer Rudy Cadag (Cadag) to supervise the said construction. In the course of the construction, the spouses
Tan caused several changes in the plans and specifications and ordered the
deletion of some items in G.V.T.’s scope of work. This brought about differences between the
spouses Tan and Cadag, on one hand, and Tactaquin, on the other. Subsequently,
the latter stopped the construction of the subject house.
On December 4, 1990, G.V.T., through
Tactaquin, filed a Complaint for specific performance and damages against the
spouses Tan and Cadag with the RTC of Quezon City contending that by reason of
the changes in the plans and specifications of the construction project ordered
by Cadag and the spouses Tan, it was forced to borrow money from third persons
at exorbitant interest; that several portions of their contract were deleted
but only to be awarded later to other contractors; that it suffered tremendous
delay in the completion of the project brought about by the spouses Tan’s delay
in the delivery of construction materials on the jobsite; that all the
aforementioned acts caused undue prejudice and damage to it.
In their Answer with Counterclaims,
the spouses Tan and Cadag alleged, among others, that G.V.T. performed several
defective works; that to avert further losses, the spouses Tan deleted some
portions of the project covered by G.V.T.’s contract and awarded other portions
to another contractor; that the changes ordered by the spouses Tan were agreed
upon by the parties; that G.V.T., being a mere single proprietorship has no
legal personality and cannot be a party in a civil action.
Trial ensued and the court a quo made
the following factual findings:
To begin with, it is not disputed that there was delay in the delivery of the needed construction materials which in turn caused tremendous delay in project completion. The documentary evidence on record shows that plaintiff, practically during the entire period that he was working on the project, complained to defendants about the non-delivery on time of the materials on the project site (Exhs. D, G, H, H-1, H-2, H-3, H-4, and H-5). Plaintiff’s request for prompt delivery of materials fell on deaf ears.
x x x x
Plaintiff’s losses as a result of the delay were aggravated by cancellation by defendants of major portions of the project such as skylight roofing, installation of cement tiles, soil poisoning and finishing among others, which were all included in the construction agreement but were assigned to other contractors (TSN, 9/6/91); Exh. I).
In
his testimony, defendant Cadag declared that thirteen (13) items in the
construction agreement were deleted mainly due to the lack of technical
know-how of the plaintiff, coupled with lack of qualified personnel; that he
immediately notified the plaintiff upon discovering the defective workmanship
(TSN, 5/26/93); and that he became aware of the imperfection in plaintiff’s
work as early as during the plastering of the walls (TSN, 10/12/97). The evidence is clear however that plaintiff’s
attention about the alleged faulty work was called for the first time only on
x x x x
It bears pointing out that defendant Cadag testified that
during the construction of the house of defendant spouses he was at the job
site everyday to see to it that the construction was being done according to
the plans and specifications (TSN, 9/31/94). He was assisted in the project by the other
supervising representatives of defendants spouses,
namely, Engr. Rogelio Menguito, Engr. Armando Menguito and Arch. Hans Palma who
went to the project site to attend the weekly meetings. It thus appears that there was a close
monitoring by the defendant of the construction by the plaintiff.[3]
On the
basis of the foregoing findings, the trial court concluded thus:
It is therefore the finding of this Court that defendants’ conclusions as to the workmanship and competence of plaintiff are unsupported and without basis and that their act of deleting several major items from plaintiff’s scope of work was uncalled for, if not done in bad faith. Defendants’s [sic] acts forced plaintiff to withdraw from the project.[4]
Accordingly,
the RTC rendered a Decision[5]
with the following dispositive portion:
WHEREFORE, judgment is hereby rendered as follows:
1. Ordering defendants Rodovaldo Cadag and spouses George and Susan Tan to pay plaintiff, jointly and severally:
a) the
sum of P366,340.00 representing the balance of the contract price;
b) the
amount of P49,578.56 representing the 5% retention fee;
c)
the amount of P45,000.00 as moral damages;
d)
the amount of P100,000.00 for and as attorney’s
fees; and
e)
the amount of P17,000.00
as litigation expenses.
2. Dismissing defendants’ counterclaims.
Costs against defendants.
IT IS ORDERED.[6]
Aggrieved by the trial court’s decision, the spouses Tan filed an appeal with the CA contending that the trial court erred in not dismissing the complaint on the ground that G.V.T. has no legal capacity to sue; in not finding that it was G.V.T. which caused the delay in the construction of the subject residential house; in awarding amounts in favor of G.V.T. representing the balance of the contract price, retention fee, moral damages and attorney’s fees; and in finding Cadag jointly and severally liable with the spouses Tan.
In its
Decision of
IN VIEW OF ALL THE FOREGOING, the appealed decision is hereby MODIFIED by deleting the awards for moral damages, attorney’s fees and litigation expenses and dismissing the case against appellant Rodovaldo Cadag. In all other respect, the challenged judgment is AFFIRMED. Costs against the appellant-spouses George and Susan Tan.
SO ORDERED.[7]
Both parties filed their respective
Motions for Partial Reconsideration but these were denied by the CA in its
Resolution of
Hence, herein petition by the spouses
Tan based on the following assignments of errors:
1.
RESPONDENT COURT OF APPEALS ERRED IN NOT FINDING THAT
PETITIONERS DID NOT VIOLATE THEIR CONSTRUCTION AGREEMENT WITH THE PRIVATE
RESPONDENT; HENCE, THEY CANNOT BE REQUIRED TO PAY THE AMOUNTS OF P366,340.00
REPRESENTING THE BALANCE OF THE CONTRACT PRICE OF P1,700,000.00 AND P49,578.56
REPRESENTING 5 PERCENT RETENTION FEE.
x x x x
2. RESPONDENT COURT OF APPEALS LIKEWISE ERRED IN NOT ABSOLVING THE PETITIONERS FROM LIABILITY TO PRIVATE RESPONDENT.
x x x x
3. RESPONDENT COURT OF APPEALS ALSO ERRED IN NOT
ORDERING THE DISMISSAL OF CIVIL CASE NO. Q-90-7405 FOR LACK
OF JURISDICTION ON THE PART OF THE
Petitioners contend that since
Tactaquin consented and acquiesced to the changes and alterations made in the
plan of the subject house he cannot complain and discontinue the construction
of the said house. Petitioners assert
that it would be highly unfair and unjust for them to be required to pay the
amount representing the cost of the remaining unfinished portion of the house
after it was abandoned by Tactaquin, for to do so would enable the latter to
unjustly enrich himself at their expense. With respect to the retention fee, petitioners
argue that this amount is payable only after the house is completed and turned
over to them. Since respondent never
completed the construction of the subject house, petitioners claim that they
should not be required to pay the retention fee. Petitioners also contend that respondent
failed to prove that it is entitled to actual damages.
As to the second assigned error,
petitioners contend that since the CA dismissed the complaint against Cadag it
follows that they should not also be held liable because they merely relied
upon and followed the advice and instructions of Cadag whom they hired to
supervise the construction of their house.
Anent the last assigned error,
petitioners argue that G.V.T., being a sole proprietorship, is not a juridical
person and, hence, has no legal personality to institute the complaint with the
trial court. Consequently, the trial
court did not acquire jurisdiction over the case and all proceedings conducted
by it are null and void. Petitioners
contend that they raised this issue in their Answer to the Complaint and in
their appeal to the CA.
In their Supplemental Petition,
petitioners contend that under their contract with G.V.T., the latter agreed to
employ only labor in the construction of the subject house and that petitioners
shall supply the materials; that it was error on the part of the CA and the
trial court to award the remaining balance of the contract price in favor of
respondent despite the fact that some items from the latter’s scope of work
were deleted with its consent. Petitioners argue that since the
above-mentioned items were deleted, it follows that respondent should not be
compensated for the work which it has not accomplished. Petitioners went further to claim that the
value of the deleted items should, in fact, be deducted from the original
contract price. As to the delay in the
construction of the subject house, petitioners assert that said delay was
attributable to respondent which failed to pay the wages of its workers who, in
turn, refused to continue working; that petitioners were even forced to pay the
workers’ wages for the construction to continue.
In its Comment, respondent contends
that the CA and the trial court are one in finding that petitioners are the
ones responsible for breach of contract, for unjustifiably deleting items
agreed upon and delaying delivery of construction materials, and that these findings
were never rebutted by contrary evidence. Respondent asserts that findings of fact of
the trial court especially when affirmed by the CA are conclusive on the
Supreme Court when supported by the evidence on record and that the Supreme
Court’s jurisdiction in cases brought before it from the CA via Rule 45 of the
Rules of Court is limited to reviewing errors of law.
As to the second assigned error,
respondent asserts that petitioners’ argument is fallacious because the court’s
ruling absolving Cadag from liability is based on the fact that the there is no
privity of contract between him and respondent. This, respondent argues, cannot be said with
respect to it and petitioners.
As to the last assigned error,
respondent quoted portions of this Court’s ruling in the case of Yao Ka Sin
Trading v. Court of Appeals[10],
as cited by the CA in its challenged Decision. In the said case, the Court basically held
that no one has been misled by the error in the name of the party plaintiff and
to send the case back to the trial court for amendment and new trial for the
simple purpose of changing the name of the plaintiff is not justified
considering that there would be, on re-trial, the same complaint, answer,
defense, interests, witnesses and evidence.
The Court finds the petition
without merit.
The Court
finds it proper to discuss first the issue regarding G.V.T.’s lack of legal
personality to sue.
Petitioners
raised the issue of G.V.T.’s lack of legal personality to be a party in a civil
action as a defense in their Answer with Counterclaims and, thus, are not
estopped from raising this issue before the CA or this Court.[11]
It is true that G.V.T. Engineering
Services, being a sole proprietorship, is not vested with a legal personality
to bring suit or defend an action in court. A perusal of the records of the present case
shows that respondent’s complaint filed with the trial court as well as its
Appellee’s Brief submitted to the CA and its Comment filed before this Court
are all captioned as “G.V.T. Engineering Services acting through its
owner/manager Gerino V. Tactaquin”. In
fact, the first paragraph of the complaint refers to G.V.T. as the plaintiff. On this basis, it can be inferred that G.V.T.
was the one which filed the complaint and that it is only acting through its
proprietor. However, subsequent
allegations in the complaint show that the suit is actually brought by Tactaquin. Averments
therein refer to the plaintiff as a natural person. In fact, one of the prayers in the complaint
is for the recovery of moral damages by reason of “his sufferings, mental
anguish, moral shock, sleepless nights, serious anxiety and besmirch[ed] reputation as an Engineer and Contractor.” It is settled that, as a rule, juridical
persons are not entitled to moral damages because, unlike a natural person, it
cannot experience physical suffering or such sentiments as wounded feelings,
serious anxiety, mental anguish or moral shock.[12]
From these, it can be inferred that it
was actually Tactaquin who is the complainant. As such, the proper caption should have been
“Gerino Tactaquin doing business under the name and
style of G.V.T. Engineering Services”, as is usually done in cases filed
involving sole proprietorships. Nonetheless,
these are matters of form and the Court finds the defect merely technical,
which does not, in any way, affect its jurisdiction.
This Court has held time and again that rules of procedure
should be viewed as mere tools designed to aid the courts in the speedy, just
and inexpensive determination of the cases before them.[13] Liberal construction of the rules and the
pleadings is the controlling principle to effect
substantial justice.[14]
In fact, this Court is not impervious to
instances when rules of procedure must yield to the loftier demands of substantial
justice and equity.[15]
Citing Aguam
v. Court of Appeals[16],
this Court held in Barnes v. Quijano[17]
that:
The
law abhors technicalities that impede the cause of justice. The court's
primary duty is to render or dispense justice. “A
litigation is not a game of technicalities.” “Lawsuits unlike
duels are not to be won by a rapier's thrust. Technicality, when it
deserts its proper office as an aid to justice and becomes its great hindrance
and chief enemy, deserves scant consideration from courts.” Litigations must be decided on their merits
and not on technicality. Every party litigant must be afforded the
amplest opportunity for the proper and just determination of his cause, free
from the unacceptable plea of technicalities. Thus, dismissal of appeals
purely on technical grounds is frowned upon where the policy of the court is to
encourage hearings of appeals on their merits and the rules of procedure ought not to be
applied in a very rigid, technical sense; rules of procedure are used only to help
secure, not override substantial justice. It is a far better and more
prudent course of action for the court to excuse a technical lapse and afford
the parties a review of the case on appeal to attain the ends of justice rather
than dispose of the case on technicality and cause a grave injustice to the
parties, giving a false impression of speedy disposal of cases while actually resulting
in more delay, if not a miscarriage of justice.[18]
More
importantly, there is no showing that respondent’s failure to place the correct
caption in the complaint or to amend the same later resulted in any prejudice
on the part of petitioners. Thus, this
Court held as early as the case of Alonso v. Villamor,[19]
that:
No one has been misled by the error in the name of the party plaintiff. If we should by reason of this error send this case back for amendment and new trial, there would be on the retrial the same complaint, the same answer, the same defense, the same interests, the same witnesses, and the same evidence. The name of the plaintiff would constitute the only difference between the old trial and the new. In our judgment there is not enough in a name to justify such action.[20]
In the same
manner, it would be an unjustifiable abandonment of the principles laid down in
the above-mentioned cases if the Court would nullify the proceedings had in the
present case by the lower and appellate courts on the simple ground that the
complaint filed with the trial court was not properly captioned.
Coming to
the merits of the case, the Court finds for the respondent.
As to the
first assigned error, respondent did not refute petitioners’ contention that he
gave his consent and acquiesced to the decision of petitioners to change or
alter the construction plan of the subject house. However, respondent contends that he did not
agree to the deletions made by petitioners of some of the items of work covered
by their contract. Both the trial and
appellate courts gave credence to respondent’s contention when they ruled that
petitioners were guilty of “deleting several major items from plaintiff’s
(herein respondent’s) scope of work”[21]
or “of unjustifiably deleting items agreed upon in the construction agreement
and delaying the delivery of construction materials”[22]
thereby forcing respondent to withdraw from the project. From these acts of petitioners, both the trial
and appellate courts made categorical findings that petitioners are the ones
guilty of breach of contract.
The Court upholds the factual
findings of the trial and appellate courts with respect to petitioners’
liability for breach of their contract with respondent. Questions of facts are beyond the pale of Rule
45 of the Rules of Court as a petition for review may only raise questions of
law.[23] Moreover, factual findings of the trial court,
particularly when affirmed by the Court of Appeals, are generally binding on
this Court.[24]
More so, as in this case, where
petitioners have failed to show that the courts below overlooked or disregarded
certain facts or circumstances of such import as would have altered the outcome
of the case.[25]
The Court, thus, finds no reason to set
aside the lower courts’ factual findings.
An
examination of the records shows that respondent, indeed, refused to give his
consent to the abovementioned deletions as evidenced by his letters dated
Having
resolved that petitioners are guilty of breach of contract, the next question
is whether they are liable to pay the amounts of P366,340.00
and P49,578.56, which supposedly represent the balance of the price of
their contract with respondent and 5% retention fee, respectively.
There is no
question that petitioners are liable for damages for having breached their
contract with respondent. 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. Moreover, the Court agrees with the trial
court that under Article 1234 of the Civil 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. In the
present case, it is not disputed that respondent withdrew from the project on P1,265,660.60.[30]
This was not disputed by petitioners. Hence, respondent was able to establish that
he has substantially performed his obligation in good faith.
It is also
established that a substantial part of the remaining items of work which were
supposed to be done by respondent were deleted by petitioners from his scope of
work and awarded to other contractors, thus, forcing him to withdraw from the
contract. These works include the
following: 1) soil poisoning; 2) T & G ceiling and flooring; 3) wood
parquet; 4) vitrified floor tiles; 5) glazed and unglazed tiles; 6) washout; 7)
marble flooring; 8) vinyl flooring; 9) plywood sheeting; 10) plain GI sheets; 11)
cement tiles; 12) skylights; 13) Fixtures electrical works; and, 14) Fixtures
and accessories and plumbing works.[31]
The Court
finds no cogent reason to depart from the ruling of the trial court, as
affirmed by the CA, that since petitioners are guilty of breach of contract by
deleting the above-mentioned items from respondent’s scope of work, the value
of the said items should be credited in respondent’s favor. It is established that if the above-mentioned
deleted items would have been performed by respondent, as it should have been
pursuant to their contract, the construction is already 96% completed.[32]
Hence, respondent should be paid 96% of
the total contract price of P1,700,000, or P1,632,000.00.
The Court agrees with the trial court
that since petitioners already paid respondent the total amount of P1,265,660.00, the former should be held liable to pay the
balance of P366,340.00.
As to the
5% retention fee which respondent seeks to recover, petitioners do not deny
that they have retained the same in their custody. The only contention petitioners
advance is that respondent is not entitled to recover this fee because it is
stipulated under their contract that petitioners shall only give them to
respondent upon completion of the project and the same is turned over to them. In the present case, respondent was not able
to complete the project. However, his
failure to complete his obligation under the contract was not due to his fault
but because he was forced to withdraw therefrom by reason of the breach committed
by petitioners. Nonetheless, as earlier
discussed, at the time that respondent withdrew from the contract, he has
already performed in good faith a substantial portion of his obligation. Considering that he was not at fault, the law
provides that he is entitled to recover as though there has been a strict and
complete fulfillment of his obligation.[33]
On this basis, the Court finds no error
in the ruling of the trial and appellate courts that respondent is entitled to
the recovery of 5% retention fee.
The Court
finds that respondent was only able to establish the amount of P20,772.05, which is the sum of all the retention fees
appearing in the bills presented by respondent in evidence.[34]
Settled is the rule that actual or
compensatory damages cannot be presumed but must be proved with reasonable
degree of certainty.[35]
A court cannot rely on speculations,
conjectures or guesswork as to the fact of damage but must depend upon
competent proof that they have indeed been suffered by the injured party and on
the basis of the best evidence obtainable as to the actual amount thereof.[36]
It must point out specific facts that
could provide the gauge for measuring whatever compensatory or actual damages
were borne.[37] Considering that the documentary evidence presented
by respondent to prove the sum of retention fees sought to be recovered totals
an amount which is less than that granted by the trial court, it is only proper
to reduce such award in accordance with the evidence presented.
As to the second assigned error, it is wrong for petitioners to argue that since Cadag, whom they hired to supervise the construction of their house, was absolved by the court from liability, they should not also be held liable.
The Court finds no error on the part of the CA in ruling that it is a basic principle in civil law, on relativity of contracts, that contracts can only bind the parties who had entered into it and it cannot favor or prejudice third persons. Contracts take effect only between the parties, their successors in interest, heirs and assigns.[38] Moreover, every cause of action ex contractu must be founded upon a contract, oral or written, either express or implied.[39] In the present case, the complaint for specific performance filed by herein respondent with the trial court was based on the failure of the spouses Tan to faithfully comply with the provisions of their contract. In other words, respondent’s cause of action was the breach of contract committed by the spouses Tan. Cadag is not a party to this contract. Neither did he enter into any contract with respondent regarding the construction of the subject house. Hence, considering that respondent’s cause of action was breach of contract and since there is no privity of contract between him and Cadag, there is no obligation or liability to speak about and thus no cause of action arises. Clearly, Cadag, not being privy to the transaction between respondent and the spouses Tan, should not be made to answer for the latter’s default.
Furthermore, Cadag was employed by the spouses Tan to supervise the construction of their house. Acting as such, his role is merely that of an agent. The essence of agency being the representation of another, it is evident that the obligations contracted are for and on behalf of the principal.[40] A consequence of this representation is the liability of the principal for the acts of his agent performed within the limits of his authority that is equivalent to the performance by the principal himself who should answer therefor.[41] In the present case, since there is neither allegation nor evidence that Cadag exceeded his authority, all his acts are considered as those of his principal, the spouses Tan, who are, therefore, the ones answerable for such acts.
WHEREFORE, the
petition is partly GRANTED. The
appealed Decision and Resolution of the Court of Appeals are AFFIRMED
with MODIFICATION whereby the amount of retention fee which petitioners
are ordered to pay is reduced from P49,578.56
to P20,772.05.
No costs.
SO ORDERED.
MA.
ALICIA AUSTRIA-MARTINEZ
Associate
Justice
WE CONCUR:
Chief Justice
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CONSUELO YNARES-SANTIAGO Associate Justice |
ROMEO J. CALLEJO, SR. Associate Justice |
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MINITA V. CHICO-NAZARIO Associate Justice |
C E R T I F I C A T I O N
Pursuant to Section 13, Article VIII of the
Constitution, it is hereby certified that the conclusions in the above Decision
were reached in consultation before the case was assigned to the writer of the
opinion of the Court’s Division.
ARTEMIO V. PANGANIBAN
Chief Justice
[1] Penned by Justice Conrado M. Vasquez, Jr. and concurred in by Justices Martin S. Villarama, Jr. and Sergio L. Pestaño.
[2]
[3] RTC Decision, original records, pp. 470-472.
[4]
[5] Penned by then Judge Wenceslao I. Agnir, Jr., now retired Justice of the Court of Appeals.
[6] RTC Decision, supra, pp. 475-476.
[7] CA records, p. 170.
[8]
[9] Rollo, pp. 14-18.
[10] G.R. No. 53820,
[11] Records, pp. 77, 82.
[12] Filipinas Broadcasting Network, Inc. v. Ago Medical and Educational Center-Bicol Christian College of Medicine, (AMEC-BCCM), G.R. No. 141994, January 17, 2005, 448 SCRA 413, 435.
[13] Sanchez v. Court of Appeals, 452 Phil. 665, 673 (2003).
[14]
[15] Remulla v. Manlongat, G.R.
No. 148189,
[16] 388 Phil. 587 (2000).
[17] G.R. No. 160753,
[18]
[19] 16 Phil. 315 (1910).
[20]
[21] RTC Decision, records, p. 472.
[22] CA Decision, CA rollo, p. 168.
[23] National Power Corporation v.
Court of Appeals, G.R. No. 106804,
[24]
[25] Metro Manila Transit Corporation v. Court of Appeals, 435 Phil. 129, 138 (2002).
[26] Exhibit “B,” Plaintiff’s Exhibits (separate folder), p. 31.
[27] Exhibit “B-1,” Plaintiff’s Exhibits, p. 32.
[28] Exhibit “H-5,” Plaintiffs Exhibits, p. 65.
[29] Exhibit “D,” Plaintiff’s Exhibits, p. 38.
[30] Exhibit “F,” Plaintiff’s Exhibits, p. 52.
[31] Exhibit “I,” Plaintiff’s Exhibits, p. 68.
[32]
[33] Civil Code, Article 1234, supra.
[34] Exhibits “L” to “L-24” which corresponds to item IV(a) of Defendants’ Exhibits “22-I,” “22-J,” “22-O,” “22-P,” “22-S,” “22-U,” “22-Z,” “22-BB,” “22-FF,” “22-JJ,” “22-MM,” “22-PP,” “22-TT,” “22-ZZ,” “22-FFF,” “22-III,” “22-LLL,” “22-PPP,” “22-CCCC,” “22-RRRR,” “22-SSSS,” “22-TTTTT,” “22-YYYYY” and “22-DDDDDD,” Defendants’ Additional Exhibits, separate folder, pp. 26, 27, 32, 33, 36, 38, 43, 45, 49, 53, 56, 59, 63, 69, 75, 78, 81, 85, 98, 113, 114, 141, 146 and 151.
[35] Saguid v. Security Finance, Inc.,
G.R. 159467,
[36] Lagon v. Hooven Comalco Industries, Inc., 402 Phil. 404, 424-425 (2001).
[37]
[38] Civil Code, Article 1311.
[39] Smith Bell and Company v. Court of Appeals, 335 Phil. 194, 202 (1997).
[40] Siredy Enterprises Inc. v. Court of Appeals, 437 Phil. 580, 592 (2002).
[41]