FIRST
DIVISION
UNIWIDE HOLDINGS, INC., G.R. No.
168522
Petitioner,
Present:
PUNO,
C.J., Chairperson,
SANDOVAL-GUTIERREZ,
- v e r s u s
- CORONA,
AZCUNA and
LEONARDO-DE CASTRO, JJ.
JANDECS TRANSPORTATION
CO., INC.,
Respondent. Promulgated:
December
19, 2007
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R E S O L U T I O N
CORONA, J.:
Petitioner Uniwide
Holdings Inc. filed a petition for review for certiorari under Rule 45 of the
Rules of Court assailing the decision[1] of the Court of Appeals (CA) dated February 16, 2005 in CA-G.R. CV No.
78931 entitled Jandecs Transportation Co., Inc. v. Uniwide Holdings, Incorporated. In a resolution dated
August 17, 2005,[2]
we denied the petition for failure to show that the CA committed reversible
error. Thereafter, petitioner filed a “Motion to Suspend Proceedings with
Motion for Reconsideration” calling this Court's attention to the order of
suspension of payments and approval of its rehabilitation plan by the
Securities and Exchange Commission (SEC).[3]
The antecedent facts follow.
In
January 1997, petitioner and respondent Jandecs
Transportation Co., Inc. entered into a contract of “Assignment of Leasehold
Rights” under which the latter was to operate food and snack stalls at
petitioner's Uniwide Coastal Mall in Parañaque City. The contract was for a period of 18 years,
commencing October 1, 1997 up to September 30, 2015, for a consideration of P2,460,630.15. The parties also agreed that respondent's
stalls would be located near the movie houses and would be the only stalls to
sell food and beverages in that area.
On February 7, 1997, respondent paid the
contract price in full. Petitioner, however, failed to turn over the stall
units on October
1, 1997 as agreed upon. Respondent sought the rescission of the
contract and the refund of its payment. Petitioner refused both.
On
July 23, 1999, respondent filed a complaint in the Regional Trial Court (RTC),
Branch 257 of Parañaque City, for breach of contract,
rescission of contract, damages and issuance of a writ of preliminary attachment.
In the complaint,[4]
respondent claimed that, despite full payment, petitioner (1) failed to deliver
the stall units on the stipulated date; (2) opened its own food and snack
stalls near the cinema area and (3) refused to accommodate its request for the
rescission of the contract and the refund of payment.
In its answer,[5]
petitioner admitted respondent's full payment of the contract price but denied
that it was bound to deliver the stalls on October 1, 1997. According to
petitioner, the contract was clear that it was to turn over the units only upon
completion of the mall. It likewise claimed that, under the contract, it had
the option to offer substitute stalls to respondent which the latter, however,
rejected.
After trial, the RTC ruled in favor
of respondent. It held:
It is not disputed that [petitioner] had failed to [turn over] the
units leased to [respondent]. Since the term of the contract is for 18 years to
commence on October 1, 1997 to September 30, 2015, it is understood that
[petitioner] was obliged to deliver to [respondent] the leased units on October
1, 1997. [Petitioner's] failure to deliver the leased units as provided in the
contract obviously constitutes breach thereof.
[Respondent] had paid [petitioner]
the full consideration of P2,460,680.15 for the
leasehold rights. While [respondent] had fully complied with [its] obligation,
[petitioner] has not performed its part of the obligation to deliver to
[respondent] the 2 units leased. Hence, [respondent] has the right to rescind
the contract. The power to rescind obligations is implied in reciprocal ones,
in case one of the obligors should not comply with what is incumbent upon him
(Art. 1191, Civil Code).[6]
xxx xxx xxx
WHEREFORE, finding the act of [respondent] in rescinding the
Assignment of Leasehold Rights proper, the same is declared valid and lawful.
Accordingly, [petitioner] is ordered to return to [respondent] the amount of P2,460,630.15 plus interest at the legal rate and to pay
[respondent] the amount of P30,000.00 for attorney's fees.
SO ORDERED.[7]
Aggrieved, petitioner appealed the
decision to the CA. Except for the award of attorney's fees which it found to
be bereft of any basis, the CA upheld the RTC decision
saying:
UPON THE VIEW WE TAKE OF THIS CASE, THUS, the Decision of the Regional
Trial Court, Parañaque City, Branch 257 in Civil Case
No. 99-0268 dated March 12, 2003 is hereby AFFIRMED, with the sole modification
that the award of attorney's fees to [respondent] be DELETED. Costs shall also
be taxed against [petitioner].
SO ORDERED.[8]
Petitioner filed a partial motion for
reconsideration (MR) of the CA decision but it was denied as well.[9] Hence,
it filed the petition for review on certiorari which we denied on August 17,
2005.[10]
Thereafter, petitioner filed the “Motion to Suspend Proceedings with Motion for
Reconsideration.”
In its motion to suspend the
proceedings, petitioner prays that the action in this Court be held in abeyance
in view of the SEC's order of suspension of payments and approval of its
rehabilitation plan.[11] In its
MR, on the other hand, it insists that we should find (1) the rescission
decreed by the lower courts erroneous and (2) the order for refund of the P2,460,630.15 (with legal interest) to respondent
unwarranted.
Suspension of
Proceedings
When Warranted
The relevant law dealing with the suspension of payments for
money claims against corporations under rehabilitation is Presidential Decree
(PD) No. 902-A,[12]
as amended. The term “claim” under said
law refers to debts or demands of pecuniary nature.[13] It is
the assertion of rights for the payment of money.[14] The raison d' être behind
the suspension of claims pending rehabilitation was explained in the case of BF Homes, Inc. v. CA[15]:
...the
reason for suspending actions for claims against the corporation should not be
difficult to discover. It is not really to enable the management committee or
the rehabilitation receiver to substitute the [corporation] in any pending
action against it before any court, tribunal, board or body. Obviously, the
real justification is to enable the management committee or the rehabilitation
receiver to effectively exercise its/his powers free from any judicial or
extra-judicial interference that might unduly hinder or prevent the “rescue” of
the debtor [corporation]. To allow such other action to continue would only add
to the burden of the management committee or rehabilitation receiver, whose
time, effort and resources would be wasted in defending claims against the
corporation instead of being directed toward its restructuring and
rehabilitation.
In Philippine Air Lines [(PAL)], Incorporated
v. Zamora,[16] we said that “all actions for
claims against a corporation pending before any court, tribunal or board shall ipso jure be
suspended in whatever stage such actions may be found upon the appointment by
the SEC of a management committee or a rehabilitation receiver.”
However, we would still find no cogent reason
to reverse our August 17, 2005 resolution denying petitioner's appeal even if
the proceedings here were to be suspended in the meantime. And such suspension
would not at all affect our position that the MR should be denied as well.
Right of Rescission
When Available
Article
1191 of the Civil Code provides:
The
power to rescind obligations is implied in reciprocal ones, in case one of the
obligors should not comply with what is incumbent upon him.
The injured party may
choose between the fulfillment and the
rescission of the obligation, with the payment of damages in either case. He may also seek rescission,
even after he had chosen
fulfillment, if the latter should become impossible.
xxx xxx xxx
From
the foregoing, the right of rescission is implied in every reciprocal
obligation where one party fails to perform what is incumbent upon him while
the other is willing and ready to comply. Certainly, petitioner's failure to
deliver the units on the commencement date of the lease on October 1, 1997 gave
respondent the right to rescind the contract after the latter had already paid
the contract price in full.
Furthermore,
respondent's right to rescind the contract cannot be prevented by the fact that
petitioner had the option to substitute the stalls. Even if petitioner had that
option, it did not, however, mean that it could insist on the continuance of
the contract by forcing respondent to accept the substitution. Neither did it
mean that its previous default had been obliterated completely by the exercise
of that option.
However, so as not to run counter to or
depart from the well-established doctrines in BF Homes, Inc. and PAL, and considering further the SEC's
appointment of a receivership committee,[17] we will
defer the entry of judgment in this case even after this resolution attains
finality. In effect, the execution of the RTC decision (which the CA and this
Court have affirmed) is suspended until further advice from us.
One final note. Petitioner's extreme bad faith in dealing with respondent
was too glaring for the Court to ignore. Petitioner’s lack of
good and honest intentions, as well as the evasive manner by which it was able to
frustrate respondent's claim for a decade, should not go unsanctioned.
Parties in a contract cannot be allowed to engage in double-dealing schemes to
dupe those who transact with them in good faith.
WHEREFORE,
premises considered, the motion for reconsideration of
our August 17, 2005 resolution is DENIED
with finality. However, the
motion for suspension of proceedings is GRANTED
and the entry of judgment held in abeyance until further orders of this Court.
Accordingly, petitioner Uniwide Holdings, Inc. is
hereby DIRECTED to make a quarterly
report to this Court on the status of its ongoing rehabilitation.
Treble costs against petitioner.
SO ORDERED.
Associate Justice
WE CONCUR:
Chief Justice
Chairperson
Associate Justice Associate Justice
TERESITA J. LEONARDO-DE CASTRO
Pursuant to Section
13, Article VIII of the Constitution, I certify that the conclusions in the
above resolution had been reached in consultation before the case was assigned
to the writer of the opinion of the Court’s Division.
Chief Justice
[1] Penned by Associate Justice Renato C. Dacudao (retired), with the concurrence of Associate Justices Edgardo F. Sundiam and Japar B. Dimaampao, Thirteenth Division of the Court of Appeals. Rollo, pp. 46-59.
[2] Id., p. 168.
[3] Petitioner previously filed a
“Petition for the Declaration of Suspension Payment, Formation and Appointment
of a Rehabilitation Receiver/Committee and Approval of Rehabilitation Plan” in
the SEC claiming its inability to pay its creditors.
[4] Rollo, pp. 67-78.
[5] With opposition to the application for issuance of a writ of preliminary attachment. Id., pp. 106-111.
[6] Decided by Judge Rolando G. How. Id., p. 118.
[7] Id., p. 119.
[8] Supra at note 1.
[9] CA Resolution dated June 10, 2005. Rollo, pp. 61-62.
[10] Supra at note 2.
[11] SEC Decision dated 11 April 2000.
[12] Reorganization of the Securities and Exchange Commission.
[13] See Section 6 (c) of PD No. 902-A, as amended. See also Sobrejuanite v. ASB Development Corporation, G.R. No. 165675, 30 September 2005, 471 SCRA 763.
[14] Sobrejuanite v. ASB Development Corporation, id.
[15] G.R. No. 76879 and G.R. No. 77143, 3 October 1990, 190 SCRA 262.
[16] Supra.
[17] SEC Decision, supra at note 11.