FIRST DIVISION
88 MART DUTY FREE, INC., G.R. No. 167357 Petitioner,
Present:
PUNO, C.J., Chairperson,
CARPIO,
- v e r s u s
- CORONA,
AZCUNA and
TINGA,
JJ.*
FERNANDO U. JUAN as
herein represented by
EDUARDO A. GONZALES,
Respondent. Promulgated:
November
25, 2008
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R E S O L U T I O N
CORONA, J.:
This
petition for review on certiorari under Rule 45 of the Rules of Court seeks to
set aside the March 11, 2005 decision[1] of the
Court of Appeals (CA) in CA-G.R. CV No. 72913.
In
June 1, 1995, petitioner 88 Mart Duty Free, Inc.’s chief executive officer and
general manager, Jean Lui, met respondent Fernando U. Juan at the latter’s
restaurant[2] in
Subic. They got to talking about business matters. Lui manifested interest in
the contents of a container van (consisting of assorted imported food items and
other non-perishable goods owned by respondent) as these were items which Lui
was selling at the 88 Mart. Subsequently, Lui agreed to purchase the whole
shipment for US$39,165.
That same day, respondent delivered
to David Manalo, Lui’s employee, the invoices, complete shipping documents and
packing list covering the items.
Thereafter,
the shipment was transferred in the name of petitioner, as per letter of SBMA[3] Port
Authority Officer-in-Charge Ferdinand L. Hernandez, addressed to Commissioner
of Customs Guillermo L. Parayno. The declaration of admission issued by the
SBMA Port Authority also showed that petitioner applied for the shipment’s entry
into the SBMA.
After
several days, respondent, through counsel, sent a letter to petitioner
demanding payment of the purchase price agreed upon. Despite receipt thereof,
petitioner refused to settle its obligations with respondent.
Respondent
then instituted a complaint for sum of money and damages with a prayer for the
issuance of a writ of preliminary attachment against petitioner and Lui in the
Regional Trial Court (RTC) of Olongapo City, Branch 75.[4]
Petitioner and Lui denied that there
was a perfected contract of sale between the parties. Lui claimed that he
manifested interest in only some of the items offered by respondent, namely the
Kool Aid and Vanilla Flintstones Cookies. However, he told respondent that he would
purchase those items subject to verification on the competitiveness of
respondent’s price list and the condition of the goods. Upon Lui’s discovery
that his other suppliers quoted lower prices for the same items, he told Manalo
to inform respondent that they were no longer interested in buying the goods.
According to Lui, respondent even signified his assent to their withdrawal from
the transaction by personally retrieving all the documents pertaining thereto.
Petitioner and Lui sought to justify
the turnover of the documents covering the goods to them as having been made in
pursuance of an arrangement between the parties. They explained that said
documents were delivered to them as Lui agreed to assist and accommodate
respondent in securing the required import permit. This was because petitioner
was authorized by the SBMA rules to import the subject shipment, tax- and duty-free.
Respondent, on the other hand, was not. According to petitioner and Lui,
respondent merely used petitioner’s name to facilitate the release of the
container van to enable Lui to see and inspect the contents thereof before
deciding on whether or not to purchase the goods.
During the course of the trial, the
RTC granted several applications and/or motions filed by respondent, one of
which ordered the issuance of a writ of preliminary attachment against
petitioner’s movable properties. Another RTC order allowed respondent to sell
the perishable goods at public auction. During the public auction, the highest
winning bid for the items fetched P165,000.
After trial on the merits, the court a
quo ruled in respondent’s favor. It held that there was a perfected
contract of sale entered into between the parties. It also found that the
contract was not subject to a suspensive condition. It reasoned that, if there
really was such a condition, why then did Lui allow the goods to be declared in
petitioner’s name even before he could determine the competitiveness of
respondent’s prices vis-à-vis the prices offered by their other suppliers?
Furthermore, Lui’s proferred theory of accommodation was lame. It was
inconceivable that an astute businessman like him would readily accede to such
an arrangement with a stranger.
The RTC, however, concluded that his
failure to abide by the contract was only because he belatedly realized that he
could not make any profit after comparing prices with his regular suppliers.
Thus, it refused to award moral and exemplary damages to respondent as fraud
was not established. Lastly, it held petitioner and Lui solidarily liable for
the obligation.
Petitioner and Lui moved for
reconsideration. It was denied.
On appeal, the CA affirmed the RTC’s
decision with modifications. The appellate court held that the turn-over of the
documents constituted a constructive delivery to petitioner of the goods
subject of the sale and a transfer to it of the ownership over said goods. With
the delivery of the goods, petitioner was bound to pay the purchase price
thereof. The CA also found that the RTC
properly issued the writ of preliminary attachment. According to the appellate
court, the grounds relied upon by the party seeking the issuance of said writ
need not be proved as it may be sought and issued ex parte.
However, the CA stated that Lui could
not be held solidarily liable with petitioner as there was no showing that the
former, as a corporate officer, acted in bad faith or with gross or inexcusable
negligence or that he acted outside the scope of his authority in dealing with
respondent. Furthermore, petitioner could not be made to pay the entire
purchase price as respondent was able to resell some of the goods at public sale
for P165,000. Thus, he could hold petitioner liable only for the
deficiency.
Hence, this petition.
The issues before us are:
(1) whether or not there was a perfected contract of sale and (2) whether or
not the issuance of the writ of preliminary attachment by the RTC was proper.
The petition is partly meritorious.
On the first issue, petitioner is clearly
asking us to consider a question of fact that had already been raised in and
satisfactorily established by the RTC and the CA. Time and again, we have held that the
jurisdiction of this Court in a petition for review on certiorari under Rule 45
is limited only to questions of law, save for certain exceptions,[5] none of
which is present in this case.
Petitioner tried to make it appear that
the issue pertaining to the contract of sale came within the purview of the
exceptions to the general rule by alleging that the lower courts “overlooked
certain facts, which, if properly considered, (would) justify a different
conclusion.”[6]
However, a perusal of the petition reveals that it was not so much about
certain facts being “overlooked” as it was about both courts’ decision to give
credence to respondent’s version of the facts.
Both the RTC and the CA competently
ruled on the issue of perfection of the contract of sale as they properly laid
down both the factual and legal bases for their respective decisions. Thus, we
see no reason to disturb their findings on the existence of a perfected
contract of sale.
However, on the alleged impropriety
of the issuance of the writ of preliminary attachment, the CA erred in holding
that it was properly issued. Although this matter could be considered a
question of fact, it, however, fell within the exceptions to the general rule. The
inference of the CA was manifestly mistaken.
We find nothing in the RTC and CA
decisions that justified the issuance of the writ of attachment.[7] In fact,
both the RTC and the CA ruled in their respective decisions[8] that
there was no fraud on petitioner’s part in incurring the obligation or in the
performance thereof. As such, petitioner’s liability was predicated only on the
non-fulfillment of its obligation under the contract of sale. Thus, the only
logical conclusion that can be drawn is that the same was improperly issued.[9]
It must be noted that petitioner
filed a supplemental reply and omnibus motion with leave of court to
discharge the preliminary attachment in this Court. With our finding that
the assailed writ was improperly issued, we thereby grant petitioner’s motion
to discharge the same.
WHEREFORE, the petition is partly GRANTED.
The March 11, 2005
decision of the Court of Appeals in CA-G.R. CV No. 72913 which affirmed the
decision of the Regional Trial Court is AFFIRMED WITH MODIFICATION in
that the writ of preliminary attachment issued by the Regional Trial Court is hereby
declared improper. Accordingly, the said writ of preliminary attachment is
hereby DISCHARGED but all other aspects of the CA decision are AFFIRMED.
SO ORDERED.
Associate Justice
WE CONCUR:
Chief Justice
Chairperson
Associate Justice Associate Justice
DANTE O. TINGA
Associate Justice
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
* As replacement of Justice Teresita J. Leonardo-De Castro who is on official leave per Special Order No. 539.
[1] Penned
by Associate Justice Perlita J. Tria Tirona (retired) and concurred in by
Associate Justices Delilah Vidallon-Magtolis (retired) and Jose C. Reyes, Jr.
of the Fourth Division of the Court of Appeals. Rollo, pp. 60-87.
[2] Nino
Di Roma Restaurant.
[3] Subic
Bay Metropolitan Authority.
[4] It was docketed as Civil Case No. 307-0-95. Rollo, pp. 101-107.
In support of his application for the issuance of a
writ of preliminary attachment, respondent alleged in his complaint:
“19. That the defendants are liable jointly and
severally for the actual loss and damages as prayed for in the instant action;
20. That the defendants are removing their property
and/or disposing of their properties with intent to defraud herein plaintiff;
21. That likewise defendants are guilty of fraud in
contracting the obligation and concealing its conversion for its personal gain;
22. That there is sufficient cause of action against
the defendants to warrant the issuance of a writ of preliminary attachment;
23. That in order to prevent this action to become moot and academic and/or nugatory by the fact that the defendants are removing their properties, concealing and/or disposing of their properties, it is imperative that a writ pf preliminary attachment be issued at the commencement of this action to act as security for the satisfaction of any judgment that may be rendered in the above-entitled case.”
[5] B & I Realty Co., Inc. v. Spouses Caspe, G.R. No. 146972, 29 January 2008.
[6] See Baricuatro v. CA., 382 Phil. 15, 24 (2000).
[7] The following are the grounds for the issuance of a writ of preliminary attachment:
SECTION 1. Grounds upon which attachment may issue. – At the commencement of the action or at any time before entry of judgment, a plaintiff or any proper party may have the property of the adverse party attached as security for the satisfaction of any judgment that may be recovered in the following cases:
(a) In an action for the recovery of a specified amount of money or damages, other than moral and exemplary, on a cause of action arising from law, contract, quasi-contract, delict or quasi-delict against a party who is about to depart from the Philippines with intent to defraud his creditors;
(b) In an action for money or property embezzled or fraudulently misapplied or converted to his own use by a public officer, or an officer of a corporation, or an attorney, factor, broker, agent, or clerk, in the course of his employment as such, or by any other person in a fiduciary capacity, or for a willful violation of duty;
(c) In an action to recover the possession of property unjustly or fraudulently taken, detained or converted, when the property, or any part thereof, has been concealed, removed, or disposed of to prevent its being found or taken by the applicant or an authorized person;
(d) In an action against a party who has been guilty of a fraud in contracting the debt or incurring the obligation upon which the action is brought, or in the performance thereof;
(e) In an action against a party who has removed or disposed of his property, or is about to do so, with intent to defraud his creditors; or
(f) In an action against a party who does not reside and is not found in the Philippines, or on whom summons may be served by publication.
[8] The RTC held:
x x x The existence of an alleged fraud in the transaction must be proved. It cannot be assumed. At most, the defendant Lui made a bad business judgment[,] hence, his refusal to pay the purchase price. x x x Rollo, pp. 88-94.
The CA impliedly agreed with the above finding of the RTC when, in its decision, it stated that it was affirming the factual findings of the RTC, except as to the latter’s findings on petitioner and Lui’s solidary liability to respondent and the amount of said liability. Furthermore, the CA even went on to state that respondent failed to prove his allegations (of fraud) in his application for issuance of the writ of preliminary attachment. Despite this declaration, the appellate court still held that such failure did not render the issuance of the writ improper.
[9] See Philippine National Construction Corporation v. Dy, G.R. No. 156887, 3 October 2005, 472 SCRA 1; Chiudian v. Sandiganbayan, G.R. No. 139941, 19 January 2001, 349 SCRA 745; and Uy v. CA, G.R. No. 95550, 23 November 1992, 215 SCRA 859.