THIRD DIVISION
VALENTIN
MOVIDO, G.R.
No. 172279
substituted by MARGINITO
MOVIDO,
Petitioner, Present:
CORONA, J., Chairperson,
VELASCO,
JR.,
- v e r s u s - NACHURA,
PERALTA
and
MENDOZA, JJ.
LUIS
REYES PASTOR,
Respondent.
Promulgated:
February
11, 2010
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D E C I S
I O N
CORONA, J.:
Respondent
Luis Reyes Pastor filed a complaint for specific performance in the Regional Trial
Court (RTC) of Imus, Cavite, praying that petitioner Valentin Movido[1] be
compelled to cause the survey of a parcel of land subject of their contract to
sell.
In
his complaint, respondent alleged that he and petitioner executed a kasunduan
sa bilihan ng lupa where the latter agreed to sell a parcel of land located
in Paliparan, Dasmariñas, Cavite with an area of some 21,000 sq. m. out of the
22,731 sq. m. covered by Transfer Certificate of Title (TCT) No. 362995 at P400/sq.
m. The agreement read:
xxx
1. Na si MOVIDO ang tunay at ganap na may-ari ng
isang (1) parselang lupa sa Paliparan, Dasmariñas, Cavite, na ang nasabing lupa
sakop ng TRANSFER CERTIFICATE OF TITLE No. T-362995, na ito ay lalong
mailalarawan ng tulad ng sumusunod:
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2. Na ipinagkakasundo ni MOVIDO na ipagbili kay
PASTOR ang 21,000 metro cuadrado humigit-kumulang, ng lupang nakalarawan sa
dakong taas sa halagang APAT NA RAANG PISO (P400.00) bawat metro
cuadrado o sa kabuuang halaga na WALONG MILYON AT APAT NA RAANG LIBONG PISO (P8,400,000.00),
na ang nasabing halaga ay babayaran ni PASTOR kay MOVIDO ng gaya ng sumusunod:
P500,000.00 – babayaran sa paglagda ng kasulatang ito;
P500,000.00 – babayaran sa loob ng tatlong (3) buwan mula sa petsa ng
unang bayad;
P1,000, 000.00 – babayaran sa loob ng tatlong (3) buwan mula sa petsa
ng ikalawang bayad;
P1,000, 000.00 – babayaran sa loob ng tatlong (3) buwan mula sa petsa
ng ikatlong bayad;
P1,000, 000.00 – babayaran sa loob ng tatlong (3) buwan mula sa petsa
ng ikaapat na bayad;
P1,000, 000.00 – babayaran sa loob ng tatlong (3) buwan mula sa petsa
ng ikalimang bayad;
P1,000, 000.00 – babayaran sa loob ng tatlong (3) buwan mula sa petsa
ng ikaanim na bayad;
P2,400, 000.00 – babayaran sa loob ng tatlong (3) buwan mula sa petsa
ng ikapitong bayad;
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P8,400, 000.00 – Kabuuan.
3. Na ang 1,731 metro cuadrado, humigit-kumulang, na hindi kasama sa bilihang ito ay nasasakop ni Leonardo Cuevas, na ito ay ipapasukat at ipapahiwalay ni MOVIDO sa kabuuan ng nasabing lupa bago matapos ang huling bayad ng bilihang ito;
4. Na si MOVIDO ang magbabayad ng lahat ng gastos
tungkol sa bilihang ito tulad ng capital gains tax, selyo dokumentaryo,
transfer tax, registration fees, bayad sa nagsasaka ng nasabing lupa, sampu
ng komisyon ng mga ahente. Ang babayaran ni MOVIDO na capital gains
tax ay hanggang sa ISANG DAANG PISO (P100.00) lamang;
5. Na kung si PASTOR ay hindi makabayad sa balance
sa takdang panahon, ang kalahati ng lahat ng kanyang naibayad ay mapopornada sa
kapakanan ni MOVIDO at ang kasulatang ito ay mawawalan ng bisa;
6. Na kasabay ng pagbabayad ng huling bayad, si MOVIDO ay lalagda sa kaukulang kasulatan ng ganap na bilihan (Deed of Absolute Sale) ng lupang dito ay tinutukoy.[2]
Respondent
further alleged that another kasunduan was later executed supplementing
the kasunduan sa bilihan ng lupa. It provided that, if a Napocor power
line traversed the subject lot, the purchase price would be lowered to P200/sq.
m. beyond the distance of 15 meters on both sides from the center of the power
line while the portion within a distance of 15 meters on both sides from the
center of the power line would not be paid. In particular, the kasunduan
provided:
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1. Na ipinagkasundo ni MOVIDO na ipagbili kay PASTOR ang kanyang lupa lupa sa Paliparan, Dasmariñas, Cavite na may sukat na 22731 metro kwadrado at sakop ng Transfer Certificate of Title No. T-362995.
2. Na kanilang napagkasunduan na kung sakali na ang
lupang tinutukoy ay pumailalim sa linya ng kuryente ng NAPOCOR, ang bahagi ng lupa
na hindi hihigit sa layo ng LABING LIMANG (15) METRO mula sa kailaliman ng
linya ng kuryente ay hindi pababayaran ni MOVIDO kay PASTOR, at ang bahagi ng
lupa na pumakabila sa linya ng kuryente mula sa Paliparan Road at hihigit ng
LABING LIMANG (15) METRO mula sa kailaliman ng linya ng kuryente ay pababayaran
ni MOVIDO kay PASTOR sa halagang DALAWANG DAANG PISO bawat metro kwadrado.[3] (italics
supplied)
Respondent
likewise claimed that petitioner undertook to cause the survey of the property
in order to determine the portion affected by the Napocor power line.
Lastly, respondent alleged that he already
paid petitioner P5 million out of the original purchase price of P8.4
million stated in the kasunduan sa bilihan ng lupa. He was willing and
ready to pay the balance of the purchase price but due to petitioner’s refusal
to have the property surveyed despite incessant demands, his unpaid balance could
not be determined with certainty.
In
his answer, petitioner alleged that the original negotiation for the sale of
his property involved the entire area of 22,731 sq. m. However, as respondent was
not sure whether a Napocor power line traversed the property, they then
executed the kasunduan. After respondent personally inspected the
property, a final agreement—the kasunduan sa bilihan ng lupa—was executed
where the area to be sold was 21,000 sq. m. for P400/sq. m. for a total
sum of P8.4 million. The final agreement also listed a schedule of
payments of the purchase price and included a penalty clause in case of default.
Petitioner
also charged respondent with delay in paying several installments due and did
not pay the 7th installment in the amount of P1 million. This
was allegedly a material breach because they agreed that the survey of the
property would only be done after respondent would have paid the 7th
installment. Due to respondent’s failure to fulfill his obligations, petitioner
claimed that he had no choice except to rescind the kasunduan sa bilihan ng
lupa. He, however, was willing to reimburse 50% of whatever respondent had paid
him so far.
After
hearing, the RTC[4]
ruled in favor of petitioner and held that the kasunduan preceded the kasunduan
sa bilihan ng lupa. Thus, the RTC dismissed the complaint of respondent for
lack of merit and/or cause of action. It also ordered the rescission of the kasunduan
sa bilihan ng lupa as well as the forfeiture of 50% of the amount already
paid by respondent (but ordered petitioner to return to respondent 50% of the
amount already paid). The RTC also directed respondent to pay petitioner P50,000 attorney’s fees and costs of suit.
On
appeal, the Court of Appeals (CA)[5] reversed
the RTC and held that the kasunduan sa bilihan ng lupa was the first
document executed by the parties, not the kasunduan. Thus, the CA ordered
respondent to pay the heirs of petitioner the balance of the purchase price in
the amount of P2,796,400. The CA also ordered that, upon complete
payment by respondent, Marginito Movido (the substitute of petitioner) should execute
the necessary deed of absolute sale in favor of respondent and comply with
petitioner’s other obligations under the kasunduan sa bilihan ng lupa.
Marginito
Movido’s motion for reconsideration did not have its desired result.[6] Hence,
this petition for review on certiorari,[7] where he
insists that it was the kasunduan, not the kasunduan sa bilihan ng
lupa, which was first executed by the parties. He likewise claims that the
failure of respondent to pay the 7th and 8th installments
of the purchase price gave petitioner the right to rescind the contract.
Misguided Search For Priority
In Time
The
issue of which of the two contracts was first executed by the parties is
immaterial to the resolution of this case. In the first place, both
contracts were executed and notarized on the same day, December 6, 1993.
More importantly, both contracts, even independent of the time of their
execution but, taken together, clearly spell out in full the respective rights
and obligations of the parties.
Indeed,
a reading of the kasunduan sa bilihan ng lupa and the kasunduan would
readily reveal that payment of the purchase price does not depend on the survey
of the property. In other words, the purchase price should be paid whether or
not the property is surveyed. The survey of the property is important only
insofar as the right of respondent to the reduction of the purchase price is
concerned.
On
the other hand, the survey of the property to determine the metes and bounds of
the 1,731 sq. m. portion that is excluded from the contract as well as the
portions covered by the kasunduan which will be subject to reduction of
the purchase price, is also not conditioned on the payment of any installment.
Petitioner simply has to do it. In fact, under the kasunduan sa bilihan ng
lupa, the survey should be done before the date of the last installment.
Hence, the survey could have been done anytime after the execution of the
agreement.
If
respondent pays a higher amount without the property being surveyed first (compared
to what he is liable to pay after the survey of the property) it will not be a
problem because the excess of the amount paid can easily be refunded to him.
Such would be the plain application of the provisions of the kasunduan. On
the other hand, petitioner cannot successfully reject respondent’s demand for
petitioner to perform his obligation to have the property surveyed. Under the kasunduan
sa bilihan ng lupa, petitioner is obligated to conduct the survey on or
before the due date of the last installment.
Corollary
to this, the CA erred when it proceeded to determine the remaining balance of
respondent by applying a reduced rate on certain portions of the property. In
effect, the CA disregarded the agreement of the parties that petitioner should first
cause the survey of the subject property in order to determine the area
excluded from the sale and the portion traversed by the Napocor power line.
Petitioner himself admitted that he had this obligation. Thus, the CA’s
application of a reduced price in the absence of a survey was without
factual or legal basis. It unduly infringed on the parties’ liberty to
contract.
There
are two options to resolve this impasse. First, respondent may be ordered to
pay his remaining balance in the kasunduan sa bilihan ng lupa
representing the 7th and 8th installments or the amount
of P3.4 million in which case Marginito will be ordered to immediately
conduct the survey of the property and thereafter to refund to respondent the
excess of the amount paid. Second, Marginito may be ordered to have the
property surveyed first within a reasonable period and thereafter respondent
will have to pay his corresponding balance (which, naturally, will be less than
P3.4 million).
Prudence dictates that the second option is better as it will prevent further conflict between the parties. Thus, we adopt the second option.
Impropriety
Of Rescission
Rescission
is only allowed when the breach is so substantial and fundamental as to defeat
the object of the parties in entering into the contract.[8] We find no
such substantial or material breach.
It
is true that respondent failed to pay the 7th and 8th
installments of the purchase price. However, considering the circumstances of
the instant case, particularly the provisions of the kasunduan, respondent
cannot be deemed to have committed a serious breach. In the first place,
respondent was not in default as petitioner never made a demand for payment.
Moreover,
the kasunduan sa bilihan ng lupa and the kasunduan should both be
given effect rather than be declared conflicting, if there is a way of
reconciling them. Petitioner and respondent would not have entered into either
of the agreements if they did not intend to be bound or governed by them.
Indeed, taken together, the two agreements actually constitute a single
contract pertaining to the sale of a land to respondent by petitioner. Their
stipulations must therefore be interpreted together, attributing to the
doubtful ones that sense that may result from all of them taken jointly.[9] Their
proper construction must be one that gives effect to all.[10]
In
this connection, the kasunduan sa bilihan ng lupa contains the general
terms and conditions of the agreement of the parties. On the other hand, the kasunduan
refers to a particular or specific matter, i.e., that portion of the
land that is traversed by a Napocor power line. As the kasunduan pertains
to a special area of the agreement, it constitutes an exception to the general
provisions of the kasunduan sa bilihan ng lupa, particularly on the
purchase price for that portion. Specialibus derogat generalibus.
Under
both the kasunduan sa bilihan ng lupa and the kasunduan,
petitioner undertook to cause the survey of the property in order to determine
the portion excluded from the sale, as well as the portion traversed by the
Napocor power line. Despite repeated demands by respondent, however, petitioner
failed to perform his obligation. Thus, considering that there was a breach on
the part of petitioner (and no material breach on the part of respondent), he
cannot properly invoke his right to rescind the contract.
WHEREFORE, the petition is hereby DENIED.
The July 18, 2005 decision of the Court of Appeals in CA-G.R. CV No. 67207 is AFFIRMED
with the MODIFICATION that Marginito Movido is ordered to cause the
survey of the subject lot within a period of three months in order to determine
the excluded portion of the sale and the portion traversed by the Napocor power
line. If he fails to do so, Luis Reyes Pastor is hereby authorized to have it done
with the cost of the survey charged to Marginito Movido.
Luis Reyes Pastor should thereafter
pay the balance of the purchase price, after which, Marginito should execute
the kasulatan ng ganap na bilihan ng lupa (deed of absolute sale) in
favor of Luis Reyes Pastor, reflecting as purchase price the amount actually
paid by the latter.
Costs against petitioner.
SO ORDERED.
Associate Justice
Chairperson
WE CONCUR:
Associate Justice Associate Justice
DIOSDADO M.
PERALTA JOSE C. MENDOZA
Associate Justice Associate Justice
A T T E S T A T I O N
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.
RENATO C. CORONA
Associate Justice
Chairperson
Pursuant to Section 13, Article VIII of
the Constitution, I certify 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.
Chief Justice
[1] Valentin Movido died on March 30, 2001 and was substituted by his son Marginito Movido. For purposes of this case, however, Valentin will be referred to as petitioner.
[2] Rollo, pp. 60-61.
[3] Id., p. 59.
[4] Decision dated December 16, 1999, penned by Judge Cesar A. Mangrobang. Rollo, pp. 62-74.
[5] Decision dated July 18, 2005, penned by Associate Justice Lucas P. Bersamin (now a member of the Supreme Court) and concurred in by Associate Justices Mariano C. del Castillo (now also a member of this Court) and Celia C. Librea-Leagogo of the Special Fourteenth Division of the Court of Appeals. Id., pp. 33-53.
[6] Id., pp. 56-57.
[7] Under Rule 45 of the Rules of Court. Id., pp. 10-31.
[8] Song Fo & Co. v. Hawaiian-Philippine Co., 47 Phil. 821 (1925).
[9] Article 1374, Civil Code.
[10] Section 12, Rule 130, Rules of Court.