|
UNIWIDE
SALES, INC., Petitioner, -versus- MIRAFUENTE & NG, INC.,
Respondent. |
G.R. No. 172454 Present: QUISUMBING, J., Chairperson, CARPIO, CARPIO MORALES, TINGA, and VELASCO, JR., JJ. Promulgated: |
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D E C I S I O N
CARPIO MORALES, J.:
Uniwide Sales, Inc. (petitioner) and Mirafuente
and Ng, Inc. (respondent), represented by Architect Robert Mirafuente,
forged on December 13, 1993 a “DESIGN SERVICES: Architectural Services Agreement”[1]
(the agreement) whereby petitioner engaged respondent “to plan and design the
proposed UNIWIDE SALES MALL” located at a 10-hectare lot along Roxas Boulevard,
Parañaque for a consideration of Two Million Five Hundred
Thousand (P2,500,000) Pesos “for Architectural Design Service only.” The pertinent portions of the agreement read:
ARTICLE 1 SCOPE OF WORK
That the scope of work to be
done by the Architect, as herein authorized by the Owner, for the subject
Project herein referred to consist of professional services for the preparation,
planning, design and documentation for architectural drawings of the project.
The work is deemed ninety five percent (95%) complete upon submission of
complete working drawings and documents for construction. The last five
percent (5%) consist of task required during the construction phase as
stipulated in this contract.
x x
x x
ARTICLE 2 ARCHITECT FEES AND MANNER OF PAYMENTS
·
The Owner shall pay the Architect TWO MILLION FIVE HUNDRED THOUSAND PESOS
(P2,500,000.00) as compensation for the Architectural Design Service only.
x x
x x
·
Payments of the Architectural Design Fee shall be made in accordance with
the following schedule:
Signing of this Agreement Ten
percent (10%)
Schematic Design Phase Fifteen
percent (15%)
Pro-rata to completed phase
Design Development
Phase Thirty Five Percent (35%)
Pro-rata to completed phase
Construction Document Phase Thirty Five Percent (35%)
Pro-rata to completed phase
Construction Phase Five Percent
(5%)
Pro-rata to contractor’s
payment
_____________________________________________________
TOTAL
One Hundred Percent 100%
x x
x x
x x
x x
ARTICLE 5 OTHER EXPENSES CHARGEABLE TO OWNER
x x
x x
x x
x x[2]
(Emphasis in the original; italics and underscoring supplied)
The
agreement contained no provision within which respondent was to accomplish its
services.
By letter of
x x
x x
. . . copies of the Master
Plans (e.g. Ground, Second and Third) of the latest plans of above project
showing all the changes we have agreed including the changes made from last
meeting with your interior design group at City Garden Restaurants.[3]
In the same
letter, respondent informed that it had “submitted the same plans together
with the complete package of all Architectural plans (1 set) to Arch. Rene De
Guzman on
Petitioner, however, through its
consultant Asian Technicon Managers &
Consultants, Inc., by letter of
Subject: THE COASTAL MALL
PROJECT
NOTICE OF
CONTRACT TERMINATION
1. Further to our verbal
instruction given to you on 08 August 1995 that all your works be put
on-hold, the Owner has finally decided to stop all the
works immediately and terminate your Consultancy Services for the
preparation, planning, design and documentation for Architectural drawings of
the Project.
2. We hereby serve this Notice
of Termination with immediate effect and the Owner will be very grateful to
receive from you (if any) all documents and data that have been developed for
this project.
3. To properly close the
contract, you are requested to submit your final statement of account
relative to this project. Your usual cooperation is appreciated.[4]
(Emphasis and underscoring supplied )
Respondent
thereafter sent petitioner a letter of P400,000.00) representing full
payment for the Change Order requested by Owner.” It also sent another letter of even date following
up its “billing amounting to FOUR HUNDRED THIRTY SEVEN THOUSAND FIVE HUNDRED
PESOS (P437,500.00) representing full payment for the Construction Document
Phase-Architectural Design Fee.”[5] These letters were telefaxed
to petitioner on
As respondent’s demands were not acted
upon by petitioner, respondent, by letter of P437,500 and P400,000, respectively. Through its Chairman of the Board Jimmy Gow, petitioner replied by letter of
Dear Arch. Mirafuente:
I refer to your letter of
Please be advised that we are still in the process
of reconciling our records. We would, therefore, appreciate it if you
can provide us with the supporting documents for said amount.
We will revert to you as soon as we receive your inputs
and our records have been reconciled.
Thank you and may you have a Merry Christmas![6]
(Emphasis and underscoring supplied)
Its demands for the payment of its
services having remained unheeded, respondent filed on February 27, 1996 with
the Regional Trial Court (RTC) of Pasig a complaint
for sum of money – P437,500 representing payment due on the “Construction
Document Phase” of the project, and P400,000 representing payment due on
the “Change Order,” plus interest thereon at the rate of 24% per annum from August
9, 1995 until petitioner pays its obligation; attorney’s fees equivalent to 25% of the
amounts due and demandable; and costs of
suit.[7]
Branch 155 of the Pasig
RTC found for respondent by Decision of
1. PhP837,500.00 representing
the total amount of unpaid architectural fees owing to the plaintiff, plus
legal interest of 6% per annum from the date of extra-judicial demand until the
finality of the herein Decision;
2. Peso equivalent of 25% of
the amount due and collectible as and by way of attorney’s fees; and,
3. The costs of suit.[8]
On appeal, the Court of Appeals, by
Decision of
In
affirming the trial court’s decision, the appellate court found that respondent
submitted to petitioner the complete and final set of architectural designs,
plans and specifications prior to the termination of its services,[10]
but the termination appeared to be a mere ploy of petitioner to avoid its
obligation to pay respondent’s fees.[11]
The
appellate court went on to note that petitioner never presented any proof showing
that it was dissatisfied with respondent’s services,[12]
for if it was, it could have, early on, terminated the same without waiting for
respondent to complete its undertakings under the agreement.
The
appellate court even noted that at the time petitioner terminated respondent’s
services, the construction of the mall had already begun.[13]
Hence, the present petition,
petitioner faulting the appellate court:
1.
. . . IN HOLDING THAT THE PETITIONER WAS NOT ABLE TO SUFFICIENTLY PROVE
ITS DEFENSE AGAINST THE CLAIM OF THE RESPONDENT.
2.
. . . IN HOLDING THAT THE RESPONDENT WAS ABLE TO SUBMIT TO THE PETITIONER
THE COMPLETE AND FINAL SET OF ARCHITECTURAL DESIGNS, PLANS AND SPECIFICATIONS
PRIOR TO THE TERMINATION OF ITS SERVICES BY THE PETITIONER.
3.
. . . [IN] DECID[ING] THE CASE IN A WAY NOT IN ACCORD WITH LAW AND THE
APPLICABLE DECISIONS OF THE SUPREME COURT.[14]
Petitioner urges this Court to take
exception to the rule that in a petition filed under Rule 45, such as the one
at bar, only questions of law are allowed for, so petitioner contends, the
inference made by the Court of Appeals from its findings of fact is manifestly erroneous
or absurd.[15]
Petitioner insists
that respondent failed to fulfill its obligations under the agreement, hence,
it is justified in refusing to heed respondent’s monetary claims.[16]
Specifically,
petitioner alleges that despite its verbal agreement with respondent that the
plans should be submitted within six (6) months from the signing of the agreement,[17]
respondent complied with it only after a year and a half. And petitioner emphasizes that when respondent
transmitted the architectural design and plans on
The petition fails.
The resolution of the petition hinges
on a determination of whether the termination of the agreement by petitioner was
made prior to respondent’s compliance with its undertakings
thereunder.
By petitioner’s
own admission, the petition raises a factual issue which is beyond the ambit of
the present petition under Rule 45.
Both the trial
and appellate courts found that the architectural design prepared by respondent
was delivered to petitioner before the termination of the agreement. Absent any
sufficient and convincing evidence to the contrary, such finding binds this
Court as it is supported by sufficient evidence.
Albeit this Court entertains factual
determination of a case brought to it via Rule 45 under certain circumstances, e.g. (a) where there is grave abuse of discretion;
(b) when the finding is grounded entirely on speculations, surmises or
conjectures; (c) when the inference made is manifestly mistaken, absurd or
impossible; (d) when the judgment of the Court of Appeals was based on a
misapprehension of facts; (e) when the factual findings are themselves conflicting;
(f) when the Court of Appeals, in making its findings, went beyond the issues
of the case and the same are contrary to the admissions of both appellant and appellee; (g) when the Court of Appeals manifestly
overlooked certain relevant facts not disputed by the parties and which, if
properly considered, would justify a different conclusion; (h) where the
findings of fact of the Court of Appeals are contrary to those of the trial
court; (i) where the findings of fact are mere
conclusions without citation of specific evidence on which they are based; and
(j) where the findings of fact of the Court of Appeals are premised on the
absence of evidence and are contradicted by the evidence on record,[18]
the petition at bar does not present any similar or analogous circumstance.
As noted earlier, the agreement forged
by the parties does not provide for a period within which respondent has to
accomplish its undertakings thereunder. Petitioner claims, however, that there was a
verbal agreement with respondent that the architectural design should be
finalized and approved by petitioner within six (6) months from signing of their
written agreement. Why the parties did not incorporate in the
agreement this alleged period within which respondent had to accomplish its
services escapes comprehension.
At any
rate, if indeed the parties verbally agreed to a period of six months for
respondent to comply with its undertakings, why did not petitioner immediately seek
the enforcement of such alleged verbal agreement when the period expired on
But even assuming
that there was indeed such verbal agreement, petitioner is estopped
from enforcing the same, it having continued to deal with petitioner on the project
even after the expiration of the six-month period by, inter alia, recommending revisions of the
design and paying respondent’s services for the first two phases of the project
schedule.[19]
As for petitioner’s
claim that it had, in June 1995, verbally ordered respondent to stop and cease
all its activities relating to the design[20]
of the mall, albeit it sent the formal notice of termination on August 22, 1995
which was received by respondent the following day, August 23, 1995, the same
fails. The notice of termination does
not refer to a verbal advice of termination in June 1995. Instead, it refers to an
In fact, the
Petitioner was to later claim that it terminated
the services of respondent due to “material deficiencies in the architectural
design proposals” submitted on
Additionally, if indeed petitioner
verbally terminated the agreement as early as June 1995, why did it still send
a representative to attend the meeting with respondent’s representatives on
Even petitioner’s witness Jaime Rioflorido of Asian Technicon,
the project manager for the mall, admitted that at the time said company took
over as project manager in July 1995, “[he] saw that the substructure works,
meaning the bored piles [sic],
were substantially completed.”[22]
Such admission shows that the mall project
had been started by petitioner using the plan prepared by respondent for, as said
witness declared, the new architect was appointed only in November 1995.[23]
Without doubt, respondent had discharged
its obligation under the agreement prior to the termination of its services by
petitioner on
For
petitioner to terminate the agreement after respondent had complied with its
obligation under the agreement violates Article 1159 of the New Civil Code
which provides that “[o]bligations arising from
contracts have the force of law between the contracting parties and should be
complied with in good faith.”
WHEREFORE, the Court of Appeals
Decision of
Costs against petitioner.
SO ORDERED.
CONCHITA CARPIO MORALES
Associate Justice
WE CONCUR:
LEONARDO A.
QUISUMBING
Associate Justice
Chairperson
|
ANTONIO T. CARPIO Associate Justice |
DANTE O. TINGA Associate
Justice |
PRESBITERO J. VELASCO, JR.
Associate Justice
ATTESTATION
I attest
that the conclusions in the above Decision had been reached in consultation
before the case was assigned to the writer of the opinion of the Court’s
Division.
LEONARDO
A. QUISUMBING
Associate Justice
Chairperson
CERTIFICATION
Pursuant to
Section 13, Article VIII of the Constitution, and the Division Chairperson’s
Attestation, I certify 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.
REYNATO
S. PUNO
Chief Justice
[1] Records, Vol. 1, p. 7.
[2]
[3]
[4]
[5]
[6]
[7]
[8] Records, Vol. II, pp. 105-106.
[9] CA rollo, pp. 21-228; penned by Justice Vicente S.E. Veloso, concurred in by Justices Juan Q. Enriquez, Jr. and Amelita G. Tolentino.
[10] Rollo, p. 16.
[11]
[12] Ibid.
[13]
[14]
[15]
[16]
[17]
[18] Fuentes v. Court of Appeals, G.R. No. 109849, February 26, 1997, 268 SCRA 703, 709; vide also Bank of the Philippine Islands v. Court of Appeals, G.R. No. 160890, November 10, 2004, 441 SCRA 637, 642-643 citing PAL, Inc. v. Court of Appeals, G.R. No. 127473, December 8, 2003, 417 SCRA 196, 204-205; Rizal Commercial Banking Corporation v. Alfa RTW Manufacturing Corporation, G.R. No. 133877, November 14, 2001, 368 SCRA 611, 617 citing Siguan v. Lim, G.R. No. 134685, November 19, 1999, 318 SCRA 725.
[19] Records, Vol. 1, pp. 122-124.
[20] Rollo, p. 32.
[21] Records, Vol. 1, p. 324; Exhibit “I.”
[22] TSN,
[23] TSN,