ALEXANDER
“ALEX” MACASAET, G.R. No.
172446
Petitioner,
Present:
QUISUMBING,
J.,
- versus - Chairperson,
CARPIO,
CARPIO
MORALES,
TINGA,
and
VELASCO,
JR., JJ.
R.
TRANSPORT CORPORATION,
Respondent.
Promulgated:
x-----------------------------------------------------------------------------------x
Tinga,
J.:
This
petition seeks the reversal of the Decision[1] of
the Court of Appeals dated
First,
the factual background.
On
P12,000,000.00)
and assume the existing mortgage obligation on the said buses in favor of Phil.
Hino Sales Corporation. Accordingly, R.
Transport delivered to Macasaet two (2) passenger buses.
Despite repeated demands, however, Macasaet
failed to pay the stipulated purchase price.
This prompted R. Transport to file a complaint seeking the issuance of a
writ of replevin, praying for judgment declaring R. Transport as the lawful
owner and possessor of the passenger buses and ordering Macasaet to remit the
amount of P660,000.00 representing the income generated by the two buses
from
Prior to the execution of the
contract, “Special Trip Contract” was entered into by the parties on P10,000.00
a day per bus or a total of P280,000.00 for the duration of one week,
from 15-22 October 1995.[8] Respondent’s
finance officer testified that the purpose of the contract was to support the
delivery of the first two buses pending formal execution of the deed of sale.[9]
On P12,000,000.00.
The sheriff recovered the two buses and delivered them to R. Transport
on
For his defense, petitioner alleged
that he had paid respondent the full consideration of P12,000,000.00 and
had agreed to assume the mortgage obligation in favor of Phil. Hino Sales
Corporation. He claimed ownership over
the four passenger buses, including the two buses already delivered to him. He
further contended that he had already remitted P120,000.00 to respondent
as partial payment of the mortgage obligation.
Petitioner admitted that he had been earning at least P7,000.00
per day on each of the buses.[12] For
his counterclaim, he prayed for the return of the bus units seized and the
immediate delivery of the other two units, as well as for payment of damages.[13]
In
its Decision[14] dated
WHEREFORE,
in view of the foregoing, the Court hereby renders judgment in favor of the
defendant and against plaintiff, dismissing the Complaint as regards the claim
for recovery of the unpaid rentals of the two (2) passenger buses which were
used by the defendant from
SO ORDERED. [15]
The
trial court observed that there was no basis for the payment of unpaid rentals because
respondent failed to formally offer in evidence the records of operational
expenses incurred by the buses delivered to petitioner
and marked as Exhibits
“W,” “W-1” to “W-3.”[16] The trial court did not bother to give a
definitive ruling on the issues related to the counterclaim for specific
performance of the deed of sale on the ground that the issuance of a writ of
replevin effectively disposed of the cause of action in the principal
complaint, which is recovery of possession.
The trial court was likewise silent
with respect to the status of the deed of sale.[17]
Dissatisfied
with the RTC’s refusal to award rentals, respondent filed a petition for review
before the Court of Appeals asserting its right as an owner to the fruits of
the two passenger buses, over the fruits thereof, i.e., the income derived from their use. The Court of Appeals, in its Decision dated
Unlike the RTC, the Court of Appeals
ruled that the deed of sale was not perfected, thus, respondent retained
ownership over the buses. It further
ordered petitioner to remit the income from the passenger buses in the amount
of P7,000.00 per day for the period between P120,000.00 which had already been
remitted to respondent.[18]
Macasaet filed a motion for reconsideration which
the appellate court denied.
Hence, the instant petition raising
this sole issue: Is Section 34 of Rule
132 of the Rules of Court which states that “the court shall consider no
evidence which has not been formally offered” applicable in the case at bar?[19] However, other interrelated issues have to be
looked into to resolve the controversy.
Petitioner argues in the main that
there was no legal and factual basis for the Court of Appeals to order the
remittance of income. He harps on the fact that there was no lease agreement
alleged in respondent’s complaint to support its claim for unpaid rentals. He reiterates the trial court’s finding that
the exhibits tending to prove the rentals were not formally offered in
evidence. Moreover, no other competent evidence was presented to substantiate
its claim for unpaid rentals.[20] Respondent, in its comment, merely parrots
the ruling of the Court of Appeals, petitioner notes.[21]
Crucial to the resolution of the case
is the continuing efficacy of the deed of sale, which in turn is the basis in
determining the ownership of the buses.
Respondent, on the other hand, claims that the contract was never
consummated for lack of consideration and because of the subsequent disapproval
of the security finance needed for petitioner to assume the mortgage
obligation. On the other hand, petitioner
asserts ownership over the subject buses by virtue of payment of the stipulated
consideration for the sale.
The appellate court
declared that the non-perfection of the deed of sale precluded petitioner from
possessing and enjoying the buses, including the income thereof. Explained the appellate court:
True,
the plaintiff-appellant and the defendant-appellee have no agreement as to the
payment of rentals for the subject passenger buses, since what was actually
agreed upon by the parties herein, was not the lease, but the sale of the
subject buses to the defendant-appellee in the amount of P12,000,000.00,
with assumption of mortgage, as evidenced by the Deed of Sale with
Assumption of Mortgage.
It was pursuant to this Deed
of Sale with Assumption of Mortgage that the subject two passenger buses
were delivered by the plaintiff-appellant to the defendant-appellee in October,[sic]
1995. The said contract was the basis of
the defendant-appellee’s possession and enjoyment of the subject property,
which includes entitlement to the income thereof.
However, the aforementioned
contract of sale has never been perfected.
Firstly, the court a quo found that no payment has been
made by the defendant-appellee, for otherwise, it could not have upheld the
plaintiff-appellant’s possession over the subject buses.[22]
The Court of Appeals erred in stating
that the deed of sale was not perfected, for it was. There was no consummation, though. However, the rescission or resolution of the deed
of sale is in order.
The essential requisites of a
contract under Article 1318 of the New Civil Code are: (1) consent of the
contracting parties; (2) object certain which is the subject matter of the
contract; and (3) cause of the obligation which is established. Thus, contracts, other than real contracts are
perfected by mere consent which is manifested by the meeting of the offer and
the acceptance upon the thing and the cause which are to constitute the contract.
Once perfected, they bind other contracting parties and the obligations arising
therefrom have the force of law between the parties and should be complied with
in good faith. The parties are bound not only to the fulfillment of what has
been expressly stipulated but also to the consequences which, according to
their nature, may be in keeping with good faith, usage and law.[23]
Being a consensual contract, sale is
perfected at the moment there is a meeting of minds upon the thing which is the
object of the contract and upon the price.
From that moment, the parties may reciprocally demand performance,
subject to the provisions of the law governing the form of contracts.[24] A
perfected contract of sale imposes reciprocal obligations on the parties
whereby the vendor obligates himself to transfer the ownership of and to
deliver a determinate thing to the buyer who, in turn, is obligated to pay a
price certain in money or its equivalent.[25] Failure of either party to comply with his
obligation entitles the other to rescission as the power to rescind is implied
in reciprocal obligations.[26]
Applying these legal precepts to the
case at bar, we hold that respondent has the right to rescind or cancel the deed
of sale in view of petitioner’s failure to pay the stipulated consideration. Montecillo
v. Reynes,[27] cited by the appellate court, is
particularly instructive in distinguishing the legal effects of “failure to pay
consideration” and “lack of consideration:”
x x x Failure to pay the consideration is different from lack of consideration. The former results in a right to demand the fulfillment or cancellation of the obligation under an existing contract, while the latter prevents the existence of a valid contract.
Where the deed of sale states that the purchase price has been paid but
in fact has never been paid, the deed of sale is null and void ab initio for lack of consideration. x x
x [28]
The Court of Appeals however failed
to consider that in the instant case, there was failure on the part of petitioner
to pay the purchase price and to complete the assumption of mortgage. The latter argued before the lower court that
payment was in fact made and counterclaimed for the immediate delivery of the
two other passenger buses and payment of damages.[29] However, this claim remained a claim and was
not substantiated.
While
the Court of Appeals relied on the text of the deed of sale which adverts to
payment of the purchase price,[30]
the non-payment of the purchase price was no longer an issue at the appellate
level. Respondent presented strong evidence that petitioner did not pay the
purchase price, and that paved the way for the issuance of a writ of
replevin. Petitioner did not challenge
the finding of the trial court before the Court of Appeals and this Court. He did not also controvert the
non-consummation of the assumption of mortgage at any level of the proceedings.
Non-payment of the purchase price of
property constitutes a very good reason to rescind a sale for it violates the
very essence of the contract of sale.[31] While
it is preferable that respondent instead should have filed an action to resolve
or cancel the deed as the right to do so must be invoked judicially,[32]
this shortcoming was cured when the complaint itself made out a case for rescission
or resolution for failure of petitioner to comply with his obligation to pay
the full purchase price. The complaint
relevantly alleged:
x x x x
3. (a) That on
3. (b) That the plaintiff and the defendant in said Deed of Sale with
Assumption of Mortgage x x x hereof
agreed that the price of the sale of the above-described motor vehicles is in
the sum of PESOS TWELVE MILLION (P12,000,000.00), Philippine Currency,
with the stipulation that the defendant as Vendee will assume the existing
mortgage of the above-described motor vehicle with PHIL. HINO SALES CORPORATION
and consequently, will assume the balance of the remaining obligation due to
PHIL. HINO SALES CORPORATION as agreed
upon in the said Deed of Sale with Assumption of Mortgage;
3. (c) That pursuant to said Deed of Sale with Assumption of Mortgage,
the plaintiff delivered to the defendant at Calapan, Oriental Mindoro, the
first two (2) motor vehicles x x x withholding the other two (2) passenger buses
pending the payment by the defendant to the plaintiff of the purchase price of
the sale of PESOS TWELVE MILLION (P12,000,000.00), Philippine currency
and assumption of mortgage by said defendant obligating himself to pay the
remaining balance of the obligation due to the PHIL. HINO SALES CORPORATION
constituted over the above-described motor vehicles;
3. (d) That inspite of repeated demands made by the plaintiff to the defendant to pay the purchase price of the sale x x x the defendant, in evident bad faith, refused and failed and continue to refuse and fail to pay the plaintiff the purchase price of the said vehicles;
x x x x
4. b.) That the plaintiff-applicant is the owner of the two (2) buses claimed as above-described and is entitled to the rightful possession thereof x x x
4. c.) That the above-described two (2) units of passenger buses are
wrongfully detained by the defendant pretending that he is the owner under the
Deed of Sale with Assumption of Mortgage which pretension is false because the
defendant has not paid the plaintiff any single centavo out of the PESOS TWELVE
MILLION (P12,000,000.00), Philippine currency, the purchase price of the
sale of the four (4) passenger buses,[33]
x x x x
As previously noted, petitioner did
not pay the full purchase price as stipulated in the contract whereas
respondent complied with its obligation when it delivered the two buses to petitioner.
A necessary consequence of rescission
is restitution with payment of damages. Article 1191 provides:
x x x x
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 has chosen fulfillment, if the latter should become impossible.
x
x x x
Also, corollary to the rescission of
the contract of sale is the recovery of possession of the object thereof. Thus,
petitioner’s possession over the passenger buses became unlawful when upon
demand for return, he wrongfully retained possession over the same.
In
ordering petitioner to remit to respondent the income derived from the
passenger buses, the appellate court ratiocinated thus:
Although
the parties herein did not agree on the rentals for the use of the property,
the fact that the defendant-appellee was able to use the two passenger buses
for the months of October, [sic] 1995 to January, [sic] 1996, and
has derived income therefrom, was acknowledged by the court a quo and
the defendant-appellee himself.
Under
such circumstances, it is but fair that the defendant-appellee be made to pay
reasonable rentals for the use of the two passenger buses from the time that
they were delivered, until they were seized from him. It would be against the equitable
proscription against unjust enrichment for the defendant-appellee to keep the
income from a property over which he has no legal right. It would be unfair to excuse the
defendant-appellee from the payment of reasonable rentals because he enjoyed
and made use of the subject passenger buses.
It is a basic rule in law that no one shall unjustly enrich himself at
the expense of another. Niguno non deue enriquecerse tortizamente
condaño de otro.
Thus,
a modification of the decision of the court a
quo is in order.
In
view of the plaintiff-appellant’s failure to substantiate its claim for the
unpaid rentals amounting to P660,000.00, we could not grant the same.
However,
we deem it just for the defendant-appellee to remit the plaintiff-appellant the
income he derived from the subject passenger buses in the amount of P7,000.00
per day within the period that they were in the defendant-appellant’s
possession, that is from October 16, 1997 to January 16, 1995, minus the amount
of P120,000.00 which the defendant-appellee already remitted to the
plaintiff-appellant.[34]
It
can be inferred from this decision that the appellate court did not consider petitioner
liable for the unpaid rentals when it noted that respondent had failed to support
its claim over it. Instead, it concluded
that he was liable to respondent for damages, in the form of reasonable rentals
for the use of the passenger buses.
However,
with respect to the amount of damages, we differ from the award of the
appellate court. Settled is the rule
that actual damages must be proved with reasonable degree of certainty. A party
is entitled only up to such compensation for the pecuniary loss that he has
duly proven. It cannot be presumed. Absent proof of the amount of actual
damages sustained, the court cannot rely on speculations, conjectures, or
guesswork as to the fact and amount of damages, but must depend upon competent
proof that they have been suffered by the injured party and on the best
obtainable evidence of the actual amount thereof.[35]
The appellate court arrived at the amount of P7,000.00
per day as income for the use of the two passenger buses due to respondent on
the basis of the allegations in the answer of petitioner.[36] The award cannot be sustained because no
evidence was produced to support this averment made by petitioner. Petitioner did not present any record or
journal that would have evidenced the earnings of the passenger buses for said
period. Bare allegations would not
suffice.
Since
the amount of damages awarded by the Court of Appeals was founded merely on
speculations, we turn to the provisions of the Special Trip Contract. In said contract, the rental is fixed at P10,000.00
per day for each bus. This duly executed
contract was presented, marked and formally offered in evidence. The fact that
Macasaet voluntarily signed the contract evinced his acquiescence to its terms,
particularly the amount of rentals.
Therefore, the amount of P1,460,000.00 is deemed reasonable
compensation for the use of the passenger
buses, computed as follows:
Amt of rentals
per bus: P10,000.00
x No. of buses: 2
__________
Amt of rentals
per day: P 20,000.00
x No. of days (16 Oct-2 Jan) 79
____________
P1,580,000.00
- Payment by
Macasaet 120,000.00
____________
TOTAL P1,460,000.00
Since the amount awarded
as damages in the form of reasonable rentals is more than the amount of rentals
specified in the complaint, additional filing fees corresponding to the
difference between the amount prayed for in the complaint and the award based
on the evidence should be assessed as a lien on the judgment, as mandated by
Section 2, Rule 141 of the Rules of Court, to wit:
SEC. 2. Fees in lien. —
Where the court in its final judgment awards a claim not alleged, or a relief
different from, or more than that claimed in the pleading, the party concerned
shall pay the additional fees which shall constitute a lien on the judgment in satisfaction
of said lien. The clerk of court shall
assess and collect the corresponding fees.[37]
WHEREFORE,
the petition is DENIED. However, the decision
of the Court of Appeals is MODIFIED in that petitioner is ORDERED to pay
respondent damages in the form of reasonable rentals in the amount of P1,460,000.00
with interest at 12% per annum from the finality of this decision, with a lien
thereon corresponding to the additional filing fees adverted to above. The Clerk of Court of the Regional Trial Court
of Makati is directed to assess and collect the additional filing fees.
SO
ORDERED.
DANTE O. TINGA
Associate Justice
WE CONCUR:
LEONARDO A. QUISUMBING
Associate Justice
Chairperson
ANTONIO T. CARPIO CONCHITA CARPIO MORALES
Associate Justice 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, Second Division
CERTIFICATION
Pursuant to Section 13, Article VIII
of the Constitution, and the Division Chairperson’s Attestation, it is hereby
certified 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.
REYNATO S. PUNO
Chief Justice
[1]Rollo,
pp. 26-35. Penned by Associate Justice Amelita G. Tolentino, and concurred in
by Associate Justices Eliezer R. De los
[5]Records, Vol. 1, p. 2. Hino EK100-305604, Hino EK100-305607, Hino EK100-305632, and Hino EK100-305903.
[23]Manila Metal Container Corporation v. PNB, G.R. No. 166862, 20
December 2006, 511 SCRA 444, 463-464, citing Gomez v. Court of Appeals,
395 Phil. 115, 125-126 (2000) and Article 1315 of the New Civil Code.
[26]Civil Code , Art. 1191, as
differentiated from rescission of rescissible contracts under Art. 1380. In rescission under Art. 1191, the only
ground is failure of one of the parties with comply with what is incumbent upon
him, while in rescission under Article 1380, there are several grounds such as
lesion, fraud and others expressly specified by law. See Jurado,
Comments and Jurisprudence on Obligations and Contracts (1993), p. 498.
[35]Saguid v. Security Finance, Inc., G.R. No. 159467, 9 December 2005, 477 SCRA 256, 275 citing Sabio v. International Corporate Bank, Inc., G.R. No. 132709, 04 September 2001, 364 SCRA 385; Padillo v. Court of Appeals, G.R. No. 117907, 29 November 2001, 371 SCRA 27; and Manufacturers Building, Inc. v. Court of Appeals, G.R. No. 116847, 16 March 2001, 354 SCRA 521.
[37]Nestle Phils. v. FY Sons, Incorporated.,
G.R. No. 150780, 5 May 2006, 489 SCRA 624, 634, citing Benguet Electric Cooperative, Inc. v. Court of Appeals, 378 Phil.
1137, 1150-1151 (1999), citing Ayala
Corporation v. Madayag, G.R. No. 88421, 30 January 1990, 181 SCRA 687; Ng Soon v. Alday, G.R. No. 85879, 29
September 1989, 178 SCRA 221.