Republic of the
Supreme Court
SECOND DIVISION
|
PENTACAPITAL INVESTMENT
CORPORATION, Petitioner,
- versus - MAKILITO B. MAHINAY, Respondent. x--------------------------------------------------x PENTACAPITAL
INVESTMENT CORPORATION, Petitioner, - versus - MAKILITO B. MAHINAY, Respondent. |
G.R. No.
171736 G.R. No.
181482 Present: CARPIO, J.,
Chairperson, NACHURA, PERALTA, ABAD, and MENDOZA, JJ. Promulgated: July 5,
2010 |
x------------------------------------------------------------------------------------x
DECISION
NACHURA, J.:
Before
us are two consolidated petitions for review on certiorari under Rule 45 of the Rules of Court filed by petitioner
Pentacapital Investment Corporation. In G.R. No. 171736, petitioner assails the
Court of Appeals (CA) Decision[1]
dated December 20, 2005 and Resolution[2]
dated March 1, 2006 in CA-G.R. SP No. 74851; while in G.R. No. 181482, it
assails the CA Decision[3]
dated
The Facts
Petitioner
filed a complaint for a sum of money against respondent Makilito Mahinay based
on two separate loans obtained by the latter, amounting to P1,520,000.00
and P416,800.00, or a total amount of P1,936,800.00. These loans
were evidenced by two promissory notes[5]
dated
In
his Answer with Compulsory Counterclaim,[7]
respondent claimed that petitioner had no cause of action because the
promissory notes on which its complaint was based were subject to a condition
that did not occur.[8] While
admitting that he indeed signed the promissory notes, he insisted that he never
took out a loan and that the notes were not intended to be evidences of
indebtedness.[9] By way
of counterclaim, respondent prayed for the payment of moral and exemplary
damages plus attorney’s fees.[10]
Respondent explained that he was the counsel of Ciudad Real
Development Inc. (CRDI). In 1994, Pentacapital Realty Corporation (Pentacapital
Realty) offered to buy parcels of land known as the Molino Properties, owned by
CRDI, located in Molino, Bacoor, P400.00 per sq m. As the Molino Properties were the subject of a pending
case, Pentacapital Realty paid only the down payment amounting to P12,000,000.00. CRDI allegedly instructed Pentacapital Realty
to pay the former’s creditors, including respondent who thus received a check
worth P1,715,156.90.[11] It was further agreed that the balance would
be payable upon the submission of an Entry of Judgment showing that the case
involving the Molino Properties had been decided in favor of CRDI.[12]
Respondent, Pentacapital Realty and
CRDI allegedly agreed that respondent had a charging lien equivalent to 20% of
the total consideration of the sale in the amount of P10,277,040.00.
Pending the submission of the Entry of Judgment and as a sign of good faith,
respondent purportedly returned the P1,715,156.90 check to Pentacapital
Realty. However, the Molino Properties continued to be haunted by the seemingly
interminable court actions initiated by different parties which thus prevented
respondent from collecting his commission.
On motion[13]
of respondent, the Regional Trial Court (RTC) allowed him to file a Third Party
Complaint[14] against
CRDI, subject to the payment of docket fees.[15]
Admittedly, respondent earlier
instituted an action for Specific Performance against Pentacapital Realty before
the RTC of Cebu City, Branch 57, praying for the payment of his commission on
the sale of the Molino Properties.[16] In an Amended Complaint,[17]
respondent referred to the action he instituted as one of Preliminary Mandatory
Injunction instead of Specific Performance. Acting on Pentacapital Realty’s
Motion to Dismiss, the RTC dismissed the case for lack of cause of action.[18] The
dismissal became final and executory.
With the dismissal of the aforesaid case,
respondent filed a Motion to Permit Supplemental Compulsory Counterclaim.[19] In
addition to the damages that respondent prayed for in his compulsory
counterclaim, he sought the payment of his commission amounting to P10,316,640.00,
plus interest at the rate of 16% per annum, as well as attorney’s fees
equivalent to 12% of his principal claim.[20]
Respondent claimed that Pentacapital Realty is a 100% subsidiary of petitioner.
Thus, although petitioner did not directly participate in the transaction
between Pentacapital Realty, CRDI and respondent, the latter’s claim against
petitioner was based on the doctrine of piercing the veil of corporate
fiction. Simply stated, respondent
alleged that petitioner and Pentacapital Realty are one and the same entity
belonging to the Pentacapital Group of Companies.[21]
Over the opposition of petitioner,
the RTC, in an Order[22]
dated August 22, 2002, allowed the filing of the supplemental counterclaim.
Aggrieved, petitioner sought recourse in the CA through a special
civil action for certiorari, seeking
to reverse and set aside the RTC Order. The case was docketed as CA-G.R. SP No.
74851. On December 20, 2005, the CA rendered the assailed Decision dismissing
the petition.[23] The
appellate court sustained the allowance of the supplemental compulsory counterclaim
based on the allegations in respondent’s pleading. The CA further concluded
that there was a logical relationship between the claims of petitioner in its
complaint and those of respondent in his supplemental compulsory
counterclaim. The CA declared that it
was inconsequential that respondent did
not clearly allege the facts required to pierce the corporate separateness of
petitioner and its subsidiary, the Pentacapital Realty.[24]
Petitioner now comes before us in
G.R. No. 171736, raising the following issues:
A.
WHETHER
RESPONDENT MAHINAY IS BARRED FROM ASSERTING THE CLAIM CONTAINED IN HIS
“SUPPLEMENTAL COMPULSORY COUNTERCLAIM” ON THE GROUNDS OF (1) RES JUDICATA, (2) WILLFUL AND DELIBERATE
FORUM SHOPPING, AND (3) FAILURE TO INTERPOSE SUCH CLAIM ON TIME PURSUANT TO
SECTION 2 OF RULE 9 OF THE RULES OF COURT;
B.
WHETHER
RESPONDENT MAHINAY’S SUPPLEMENTAL COMPULSORY COUNTERCLAIM IS ACTUALLY A
THIRD-PARTY COMPLAINT AGAINST PENTACAPITAL REALTY, THE INTRODUCTION OF WHICH
REQUIRES THE PAYMENT OF THE NECESSARY DOCKET FEES;
C.
ASSUMING
FOR THE SAKE OF PURE ARGUMENT THAT IT IS PROPER TO PIERCE THE CORPORATE VEIL
AND TO ALLOW RESPONDENT MAHINAY TO LODGE A “SUPPLEMENTAL COMPULSORY
COUNTERCLAIM” AGAINST HEREIN PETITIONER PENTACAPITAL INVESTMENT FOR AN ALLEGED
OBLIGATION OF ITS SUBSIDIARY, PENTACAPITAL REALTY, ON THE THEORY THAT THEY ARE
“ONE AND THE SAME COMPANY,” WHETHER PENTACAPITAL REALTY SHOULD HAVE AT LEAST
BEEN MADE A PARTY TO THE CASE AS RULED BY THIS HONORABLE COURT IN FILMERCO COMMERCIAL CO., INC. VS.
INTERMEDIATE APPELLATE COURT;
D.
WHETHER
RESPONDENT MAHINAY SHOULD BE ALLOWED TO PRESENT EVIDENCE ON HIS SO-CALLED
“SUPPLEMENTAL COMPULSORY COUNTERCLAIM” INASMUCH AS (1) RESPONDENT MAHINAY’S
PLEADINGS ARE BEREFT OF ANY ALLEGATIONS TO BUTTRESS THE MERGING OF PENTACAPITAL
REALTY AND PENTACAPITAL INVESTMENT INTO ONE ENTITY AND THE CONSEQUENT
IMPUTATION ON THE LATTER OF THE FORMER’S SUPPOSED LIABILITY ON RESPONDENT MAHINAY’S
SUPPLEMENTAL COMPULSORY COUNTERCLAIM, AND (2) THE INCIDENTS ALLEGEDLY
PERTAINING TO, AND WHICH WOULD THEREBY SUPPORT, THE PIERCING OF CORPORATE VEIL
ARE NOT EVIDENTIARY MATTERS MATERIAL TO THE PROCEEDINGS BEFORE THE COURT A QUO CONSIDERING THAT THE SAME ARE
BEYOND THE SCOPE OF THE PLEADINGS;
E.
WHETHER
THE DOCTRINE OF PIERCING THE CORPORATE VEIL MAY BE INVOKED AND APPLIED IN ORDER
TO EVADE AN OBLIGATION AND FACILITATE PROCEDURAL WRONGDOING; AND
F.
WHETHER
PETITIONER PENTACAPITAL INVESTMENT COMMITTED FORUM SHOPPING WHEN IT FILED THE
PRESENT PETITION DURING THE PENDENCY OF THE MOTION FOR RECONSIDERATION IT FILED
BEFORE THE COURT A QUO AND,
SUBSEQUENTLY, OF THE APPEAL BEFORE THE COURT OF APPEALS TO QUESTION THE
JUDGMENT OF THE COURT A QUO.[25]
There being no writ of injunction or
Temporary Restraining Order (TRO), the proceedings before the RTC continued and
respondent was allowed to present his evidence on his supplemental compulsory
counterclaim. After trial on the merits, the RTC rendered a decision[26]
dated March 20, 2006, the dispositive portion of which reads:
WHEREFORE, PREMISES CONSIDERED, plaintiff’s
complaint is hereby ordered dismissed for lack of merit. This court, instead,
finds that defendant was able to prove by a clear preponderance of evidence his
cause of action against plaintiff as to defendant’s compulsory and supplemental
counterclaims. That, therefore, this court hereby orders the plaintiff to pay
unto defendant the following sums, to wit:
1. P1,715,156.90
representing the amount plaintiff is obligated to pay defendant as provided for in the deed of sale and the supplemental agreement, plus interest at the
rate of 16% per annum, to be
computed from September 23, 1998 until the said amount shall have been fully paid;
2. Php 10,316,640.00 representing defendant’s
share of the proceeds of the sale of
the Molino property (defendant’s charging
lien) plus interest at the rate of 16% per annum, to be computed from September 23, 1998 until the said amount shall have been fully paid;
3. Php
50,000.00 as attorney’s fees based on quantum meruit;
4. Php
50,000.00 litigation expenses, plus costs of suit.
This court finds it unnecessary to rule on
the third party complaint, the relief prayed for therein being dependent on the
possible award by this court of the relief of plaintiff’s complaint.[27]
On appeal, the CA, in CA-G.R. CV No.
86939, affirmed in toto the above
decision. The CA found no basis for petitioner to collect the amount demanded,
there being no perfected contract of loan for lack of consideration.[28] As
to respondent’s supplemental compulsory counterclaim, quoting the findings of
the RTC, the appellate court held that respondent was able to prove by
preponderance of evidence that it was the intent of Pentacapital Group of
Companies and CRDI to give him P10,316,640.00 and P1,715,156.90.[29]
The CA likewise affirmed the award of interest at the rate of 16% per annum,
plus damages.[30]
Unsatisfied, petitioner moved for
reconsideration of the aforesaid Decision, but it was denied in a Resolution[31]
dated January 21, 2008. Hence, the present petition in G.R. No. 181482, anchored
on the following arguments:
A.
Considering
that the inferences made in the present case are manifestly absurd, mistaken or
impossible, and are even contrary to the admissions of respondent Mahinay, and
inasmuch as the judgment is premised on a misapprehension of facts, this
Honorable Court may validly take cognizance of the errors relative to the
findings of fact of both the Honorable Court of Appeals and the court a quo.
B.
Respondent
Mahinay is liable to petitioner PentaCapital Investment for the PhP1,936,800.00
loaned to him as well as for damages and attorney’s fees.
1.
The
Honorable Court of Appeals erred in concluding that respondent Mahinay failed to
receive the money he borrowed when there is not even any dispute as to the fact
that respondent Mahinay did indeed receive the PhP1,936,800.00 from petitioner
PentaCapital Investment.
2.
The
Promissory Notes executed by respondent Mahinay are valid instruments and are
binding upon him.
C.
Petitioner
PentaCapital Investment cannot be held liable on the supposed “supplemental
compulsory counterclaim” of respondent Mahinay.
1.
The
findings of fact as well as the conclusions arrived at by the Court of Appeals
in its decision were based on mistaken assumptions and on erroneous
appreciation of the evidence on record.
2.
There
is no evidence on record to support the merging of PentaCapital Realty and
petitioner PentaCapital Investment into one entity and the consequent
imputation on the latter of the former’s supposed liability on respondent
Mahinay’s supplemental compulsory counterclaim.
3.
Inasmuch
as the claim of respondent Mahinay is supposedly against PentaCapital Realty,
and considering that petitioner PentaCapital Investment is a separate, distinct
entity from PentaCapital Realty, the latter should have been impleaded as it is
an indispensable party.
D.
Assuming
for the sake of pure argument that it is proper to disregard the corporate
fiction and to consider herein petitioner PentaCapital Investment and its
subsidiary, PentaCapital Realty, as one and the same entity, respondent
Mahinay’s “supplemental compulsory counterclaim” must still necessarily fail.
1.
The
cause of action of respondent Mahinay, as contained in his “supplemental
compulsory counterclaim,” is already barred by a prior judgment (res judicata).
2.
Considering
that the dismissal on the merits by the RTC Cebu of respondent Mahinay’s
complaint against PentaCapital Realty for attorney’s fees has attained
finality, respondent Mahinay committed a willful act of forum shopping when he
interposed the exact same claim in the proceedings a quo as a supposed supplemental compulsory counterclaim against
what he claims to be “one and the same” company.
3.
Respondent
Mahinay’s supplemental compulsory counterclaim is actually a third party
complaint against PentaCapital Realty; the filing thereof therefore requires
the payment of the necessary docket fees.
E.
The
doctrine of piercing the corporate veil is an equitable remedy which cannot and
should not be invoked, much less applied, in order to evade an obligation and
facilitate procedural wrongdoing.[32]
Simply put, the issues for resolution
are: 1) whether the admission of respondent’s supplemental compulsory
counterclaim is proper; 2) whether respondent’s counterclaim is barred by res judicata; and (3) whether petitioner is guilty of forum-shopping.
The Court’s Ruling
Admission of Respondent’s
Supplemental Compulsory Counterclaim
The pertinent provision of the Rules
of Court is Section 6 of Rule 10, which reads:
Sec. 6. Supplemental
pleadings. – Upon motion of a party, the court may, upon reasonable notice
and upon such terms as are just, permit him to serve a supplemental pleading setting
forth transactions, occurrences or events which have happened since the date of
the pleading sought to be supplemented. The adverse party may plead thereto
within ten (10) days from notice of the order admitting the supplemental
pleading.
As a general rule, leave will be
granted to a party who desires to file a supplemental pleading that alleges any
material fact which happened or came within the party’s knowledge after the
original pleading was filed, such being the office of a supplemental pleading.
The application of the rule would ensure that the entire controversy might be settled
in one action, avoid unnecessary repetition of effort and unwarranted expense
of litigants, broaden the scope of the issues in an action owing to the light
thrown on it by facts, events and occurrences which have accrued after the
filing of the original pleading, and bring into record the facts enlarging or
charging the kind of relief to which plaintiff is entitled. It is the policy of
the law to grant relief as far as possible for wrongs complained of, growing
out of the same transaction and thus put an end to litigation.[33]
In his Motion to Permit Supplemental
Compulsory Counterclaim, respondent admitted that, in his Answer with
Compulsory Counterclaim, he claimed that, as one of the corporations composing
the Pentacapital Group of Companies, petitioner is liable to him for P10,316,640.00,
representing 20% attorney’s fees and share in the proceeds of the sale
transaction between Pentacapital Realty and CRDI. In the same pleading, he further admitted
that he did not include this amount in his compulsory counterclaim because he
had earlier commenced another action for the collection of the same amount
against Pentacapital Realty before the RTC of Cebu. With the dismissal of the
RTC-Cebu case, there was no more legal impediment for respondent to file the
supplemental counterclaim.
Moreover, in his Answer with
Compulsory Counterclaim, respondent already alleged that he demanded from
Pentacapital Group of Companies to which petitioner supposedly belongs, the
payment of his 20% commission. This, in fact, was what prompted respondent to
file a complaint before the RTC-Cebu for preliminary mandatory injunction for
the release of the said amount.
Given these premises, it is obvious that
the alleged obligation of petitioner already existed and was known to
respondent at the time of the filing of his Answer with Counterclaim. He should
have demanded payment of his commission and share in the proceeds of the sale
in that Answer with Compulsory Counterclaim, but he did not. He is, therefore, proscribed
from incorporating the same and making such demand via a supplemental pleading.
The supplemental pleading must be based on matters arising subsequent to the filing
of the original pleading related to the claim or defense presented therein, and
founded on the same cause of action.[34] Supplemental
pleadings must state transactions, occurrences or events which took place since
the time the pleading sought to be supplemented was filed.[35]
Even on the merits of the case, for
reasons that will be discussed below, respondent’s counterclaim is doomed to
fail.
Petitioner’s Complaint
In its complaint for sum of money,
petitioner prayed that respondent be ordered to pay his obligation amounting to
P1,936,800.00 plus interest and penalty charges, and attorney’s fees. This
obligation was evidenced by two promissory notes executed by respondent.
Respondent, however, denied liability on the ground that his obligation was
subject to a condition that did not occur. He explained that the promissory
notes were dependent upon the happening of a remote event that the parties
tried to anticipate at the time they transacted with each other, and the event
did not happen.[36] He
further insisted that he did not receive the proceeds of the loan.
To ascertain whether or not
respondent is bound by the promissory notes, it must be established that all
the elements of a contract of loan are present. Like any other contract, a
contract of loan is subject to the rules governing the requisites and validity
of contracts in general. It is elementary in this jurisdiction that what
determines the validity of a contract, in general, is the presence of the
following elements: (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.[37]
In this case, respondent denied
liability on the ground that the promissory notes lacked consideration as he
did not receive the proceeds of the loan.
We cannot sustain his contention.
Under
Article 1354 of the Civil Code, it is presumed that consideration exists and is
lawful unless the debtor proves the contrary.[38]
Moreover, under Section 3, Rule 131 of the Rules of Court, the following are
disputable presumptions: (1) private transactions have been fair and regular;
(2) the ordinary course of business has been followed; and (3) there was
sufficient consideration for a contract.[39] A
presumption may operate against an adversary who has not introduced proof to
rebut it. The effect of a legal presumption upon a burden of proof is to create
the necessity of presenting evidence to meet the legal presumption or the prima facie case created thereby, and
which, if no proof to the contrary is presented and offered, will prevail. The
burden of proof remains where it is, but by the presumption, the one who has
that burden is relieved for the time being from introducing evidence in support
of the averment, because the presumption stands in the place of evidence unless
rebutted.[40]
In
the present case, as proof of his claim of lack of consideration, respondent
denied under oath that he owed petitioner a single centavo. He added that he
did not apply for a loan and that when he signed the promissory notes, they
were all blank forms and all the blank spaces were to be filled up only if the
sale transaction over the subject properties would not push through because of
a possible adverse decision in the civil cases involving them (the properties).
He thus posits that since the sale pushed through, the promissory notes did not
become effective.
Contrary
to the conclusions of the RTC and the CA, we find such proof insufficient to
overcome the presumption of consideration. The presumption that a contract has
sufficient consideration cannot be overthrown by the bare, uncorroborated and
self-serving assertion of respondent that it has no consideration.[41] The alleged lack of consideration must be
shown by preponderance of evidence.[42]
As
it now appears, the promissory notes clearly stated that respondent promised to
pay petitioner P1,520,000.00 and P416,800.00, plus interests and
penalty charges, a year after their execution. Nowhere in the notes was it
stated that they were subject to a condition. As correctly observed by petitioner,
respondent is not only a lawyer but a law professor as well. He is, therefore,
legally presumed not only to exercise vigilance over his concerns but, more
importantly, to know the legal and binding effects of promissory notes and the
intricacies involving the execution of negotiable instruments including the
need to execute an agreement to document extraneous collateral conditions and/or agreements, if truly there were such.[43]
This militates against respondent’s claim that there was indeed such an
agreement. Thus, the promissory notes
should be accepted as they appear on their face.
Respondent’s
liability is not negated by the fact that he has uncollected commissions from
the sale of the Molino properties. As the records of the case show, at the time
of the execution of the promissory notes, the Molino properties were subject of
various court actions commenced by different parties. Thus, the sale of the
properties and, consequently, the payment of respondent’s commissions were put
on hold. The non-payment of his commissions could very well be the reason why
he obtained a loan from petitioner.
In Sierra v. Court of Appeals,[44]
we held that:
A promissory note is a solemn acknowledgment
of a debt and a formal commitment to repay it on the date and under the
conditions agreed upon by the borrower and the lender. A person who signs such
an instrument is bound to honor it as a legitimate obligation duly assumed by
him through the signature he affixes thereto as a token of his good faith. If
he reneges on his promise without cause, he forfeits the sympathy and
assistance of this Court and deserves instead its sharp repudiation.
Aside
from the payment of the principal obligation of P1,936,800.00, the
parties agreed that respondent pay interest at the rate of 25% from February
17, 1997 until fully paid. Such rate,
however, is excessive and thus, void.
Since the stipulation on the interest rate is void, it is as if there
was no express contract thereon. To be
sure, courts may reduce the interest rate as reason and equity demand.[45] In this case, 12% interest is reasonable.
The
promissory notes likewise required the payment of a penalty charge of 3% per
month or 36% per annum. We find such rates unconscionable. This Court has
recognized a penalty clause as an
accessory obligation which the parties attach to a principal obligation for the
purpose of ensuring the performance thereof by imposing on the debtor a special
prestation (generally consisting of the payment of a sum of money) in case the
obligation is not fulfilled or is irregularly or inadequately fulfilled.[46]
However, a penalty charge of 3% per month is unconscionable;[47]
hence, we reduce it to 1% per month or 12% per annum, pursuant to Article 1229
of the Civil Code which states:
Art.
1229. The judge shall equitably reduce the penalty when the principal
obligation has been partly or irregularly complied with by the debtor. Even if there has been no performance, the
penalty may also be reduced by the courts if it is iniquitous or unconscionable.[48]
Lastly,
respondent promised to pay 25% of his outstanding obligations as attorney’s
fees in case of non-payment thereof. Attorney’s fees here are in the nature of
liquidated damages. As long as said stipulation does not contravene law,
morals, or public order, it is strictly binding upon respondent. Nonetheless,
courts are empowered to reduce such rate if the same is iniquitous or
unconscionable pursuant to the above-quoted provision.[49]
This sentiment is echoed in Article 2227 of the Civil Code, to wit:
Art.
2227. Liquidated damages, whether intended as an indemnity or a penalty, shall
be equitably reduced if they are iniquitous or unconscionable.
Hence, we reduce the stipulated attorney’s fees from
25% to 10%.[50]
Respondent’s Counterclaim and Supplemental Counterclaim
The
RTC, affirmed by the CA, granted respondent’s counterclaims as it applied the
doctrine of piercing the veil of corporate fiction. It is undisputed that the
parties to the contract of sale of the subject properties are Pentacapital Realty
as the buyer, CRDI as the seller, and respondent as the agent of CRDI.
Respondent insisted, and the RTC and the CA agreed, that petitioner, as the
parent company of Pentacapital Realty, was aware of the sale transaction, and
that it was the former who paid the consideration of the sale. Hence, they
concluded that the two corporations should be treated as one entity.
Petitioner assails the CA Decision
sustaining the grant of respondent’s counterclaim and supplemental counterclaim
on the following grounds: first,
respondent’s claims are barred by res
judicata, the same having been adjudicated with finality by the RTC-Cebu in
Civil Case No. CEB-25032; second,
piercing the veil of corporate fiction is without basis; third, the case is dismissible for failure to implead Pentacapital
Realty as indispensable party; and last,
respondent’s supplemental counterclaim is actually a third party complaint
against Pentacapital Realty, the filing thereof requires the payment of the
necessary docket fees.
Petitioner’s
contentions are meritorious.
Res judicata means “a matter adjudged; a
thing judicially acted upon or decided; a thing or matter settled by judgment.”
It lays the rule that an existing final judgment or decree rendered on the
merits, without fraud or collusion, by a court of competent jurisdiction, upon
any matter within its jurisdiction, is conclusive of the rights of the parties
or their privies, in all other actions or suits in the same or any other
judicial tribunal of concurrent jurisdiction on the points and matters in issue
in the first suit.[51]
The requisites of res judicata are:
(1)
The
former judgment or order must be final;
(2)
It must
be a judgment on the merits;
(3)
It must
have been rendered by a court having jurisdiction over the subject matter and
the parties; and
(4)
There
must be between the first and second actions, identity of parties, subject
matter, and cause of action.[52]
These requisites are present in the
instant case. It is undisputed that respondent instituted an action for
Preliminary Mandatory Injunction against Pentacapital Realty, before the RTC of
Cebu City, docketed as Civil Case No. CEB-25032. On motion of Pentacapital
Realty, in an Order dated
Respondent’s supplemental
counterclaim against petitioner is anchored on the doctrine of piercing the
veil of corporate fiction. Obviously, after the dismissal of his complaint before the RTC-Cebu, he now proceeds
against petitioner, through a
counterclaim, on the basis of the same cause of action. Thus, if we follow
respondent’s contention that petitioner and Pentacapital Realty are one and the
same entity, the latter being a subsidiary of the former, respondent is barred
from instituting the present case based on the principle of bar by prior
judgment. The RTC-Cebu already made a definitive conclusion that Pentacapital
Realty is not a privy to the contract between respondent and CRDI. It also
categorically stated that it was CRDI which agreed to pay respondent’s commission
equivalent to 20% of the proceeds of the sale. With these findings, and
considering that petitioner’s alleged liability stems from its supposed
relation with Pentacapital Realty, logic dictates that the findings of the
RTC-Cebu, which had become final and executory, should bind petitioner.
It is well-settled that when material
facts or questions in issue in a former action were conclusively settled by a
judgment rendered therein, such facts or questions constitute res judicata and may not again be
litigated in a subsequent action between the same parties or their privies
regardless of the form of the latter.[54] Absolute
identity of parties is not required, and where a shared identity of interest is
shown by the identity of the relief sought by one person in a prior case and
the second person in a subsequent case, such was deemed sufficient.[55] There
is identity of parties not only when the parties in the cases are the same, but
also between those in privity with them.
No other procedural law principle is
indeed more settled than that once a judgment becomes final, it is no longer
subject to change, revision, amendment, or reversal, except only for correction
of clerical errors, or the making of nunc
pro tunc entries which cause no prejudice to any party, or where the
judgment itself is void. The underlying
reason for the rule is two-fold: (1) to avoid delay in the administration of
justice and thus make orderly the discharge of judicial business; and (2) to
put judicial controversies to an end, at the risk of occasional errors,
inasmuch as controversies cannot be allowed to drag on indefinitely and the
rights and obligations of every litigant must not hang in suspense for an
indefinite period of time.[56]
In
view of the foregoing disquisitions, we find no necessity to discuss the other
issues raised by petitioner.
Forum Shopping
For his part, respondent adopts the
conclusions made by the RTC and the CA in granting his counterclaims. He adds that the petition should be dismissed
on the ground of forum-shopping. He argues that petitioner is guilty of forum-shopping
by filing the petition for review (G.R. No. 181482), assailing the CA Decision
dated October 4, 2007, despite the pendency of G.R. No. 171736 assailing the CA
Decision dated
We
do not agree with respondent.
Forum-shopping is the act of a
litigant who repetitively availed of several judicial remedies in different
courts, simultaneously or successively, all substantially founded on the same
transactions and the same essential facts and circumstances, and all raising
substantially the same issues, either pending in or already resolved adversely
by some other court, to increase his chances of obtaining a favorable decision
if not in one court, then in another.[57]
What
is important in determining whether forum-shopping exists is the vexation
caused the courts and parties-litigants by a party who asks different courts
and/or administrative agencies to rule on the same or related causes and/or
grant the same or substantially the same reliefs, in the process creating the
possibility of conflicting decisions being rendered by the different fora upon
the same issues.[58]
Forum-shopping can be committed in
three ways: (1) by filing multiple cases
based on the same cause of action and with the same prayer, the previous case
not having been resolved yet (where the ground for dismissal is litis pendentia); (2) by filing multiple
cases based on the same cause of action and with the same prayer, the previous
case having been finally resolved (where the ground for dismissal is res judicata); and (3) by filing
multiple cases based on the same cause of action but with different prayers
(splitting of causes of action, where the ground for dismissal is also either litis pendentia or res judicata).[59]
More
particularly, the elements of forum-shopping are: (a) identity of parties or at
least such parties that represent the same interests in both actions; (b)
identity of rights asserted and reliefs prayed for, the relief being founded on
the same facts; (c) identity of the two preceding particulars, such that any
judgment rendered in the other action will, regardless of which party is
successful, amount to res judicata in
the action under consideration.[60]
These
elements are not present in this case. In G.R. No. 171736, petitioner assails
the propriety of the admission of respondent’s supplemental compulsory counterclaim;
while in G.R. No. 181482, petitioner assails the grant of respondent’s
supplemental compulsory counterclaim. In other words, the first case originated
from an interlocutory order of the RTC, while the second case is an appeal from
the decision of the court on the merits of the case. There is, therefore, no
forum-shopping for the simple reason that the petition and the appeal involve
two different and distinct issues.
WHEREFORE, premises considered, the
petitions are hereby GRANTED. The Decisions
and Resolutions of the Court of Appeals dated December 20, 2005 and March 1,
2006, in CA-G.R. SP No. 74851, and October 4, 2007 and January 21, 2008, in
CA-G.R. CV No. 86939, are REVERSED and
SET ASIDE.
Respondent
Makilito B. Mahinay is ordered to pay petitioner Pentacapital Investment
Corporation P1,936,800.00 plus 12% interest per annum, and 12% per annum penalty charge, starting February 17, 1997. He
is likewise ordered to pay 10% of his
outstanding obligation as attorney’s fees.
No pronouncement as to costs.
SO ORDERED.
ANTONIO
EDUARDO B. NACHURA
Associate
Justice
WE CONCUR:
ANTONIO T. CARPIO
Associate
Justice
Chairperson
|
DIOSDADO M. PERALTA Associate
Justice |
ROBERTO A. ABAD Associate
Justice |
JOSE CATRAL
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.
ANTONIO
T. CARPIO
Associate
Justice
Chairperson,
Second Division
C E R T I F I C A T I O N
Pursuant to Section 13, Article VIII of the Constitution
and the Division Chairperson's Attestation, 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.
RENATO
C. CORONA
Chief
Justice
[1] Penned by Associate Justice Mario L. Guariña III, with Associate Justices Roberto A. Barrios and Santiago Javier Ranada, concurring; rollo (G.R. No. 171736), pp. 75-82.
[2]
[3] Penned by Associate Justice Jose L. Sabio, Jr., with Associate Justices Noel G. Tijam and Myrna Dimaranan Vidal, concurring; rollo (G.R. No. 181482), pp. 114-142.
[4]
[5] Rollo (G.R. No. 181482), pp. 155-157.
[6]
[7]
[8]
[9]
[10]
[11]
[12]
[13]
[14]
[15]
[16]
[17]
[18]
[19]
[20]
[21]
[22]
[23] Supra note 1.
[24] Rollo (G.R. No. 171736), pp. 79-82.
[25]
[26] Penned by Judge Maria Rosario B. Ragasa, rollo (G.R. No. 181482), pp. 311-323.
[27]
[28] Rollo (G.R. No. 181482), p. 133.
[29]
[30]
[31] Supra note 4.
[32] Rollo (G.R. No. 181482), pp. 40-43.
[33] Lambino
v. Presiding Judge, RTC,
[34]
[35] De Rama v. Court of Appeals, 405 Phil. 531, 547 (2001).
[36] Rollo
(G.R. 181482), p. 176.
[37] Saguid v. Security Finance, Inc., G.R. No. 159467, December 9, 2005, 477 SCRA 256, 268; Santos v. Heirs of Jose P. Mariano & Erlinda Mariano-Villanueva, 398 Phil. 174 (2000).
[38] Saguid v. Security Finance, Inc., supra, at 270.
[39] Surtida
v. Rural Bank of Malinao (Albay), Inc., G.R. No. 170563,
[40]
[41]
[42] Surtida v. Rural Bank of Malinao (Albay), Inc., supra, at 520.
[43] Rollo (G.R. No. 181482), p. 59.
[44] G.R. No. 90270,
[45]
[46] Development Bank of the Philippines v. Family Foods Manufacturing Co., Ltd., G.R. No. 180458, July 30, 2009, 594 SCRA 461.
[47] See Ileana Dr. Maclinao v. Bank of the Philippine Islands, supra note 45.
[48] Emphasis supplied.
[49] Co v. Admiral United Savings Bank, G.R. No. 154740, April 16, 2008, 551 SCRA 472.
[50]
[51] Heirs of Panfilo F. Abalos v. Bucal, G.R. No. 156224, February 19, 2008, 546 SCRA 252, 271-272.
[52] The Estate of Don Filemon Y. Sotto v. Palicte, G.R. No. 158642, September 22, 2008, 566 SCRA 142, 150; Mallion v. Alcantara, G.R. No. 141528, October 31, 2006, 506 SCRA 336, 343-344.
[53] Rollo (G.R. No. 181482), pp. 168-170.
[54] Navarro v. Metropolitan Bank & Trust Company, G.R. Nos. 165697 & 166481, August 4, 2009, 595 SCRA 149.
[55] The Estate of Don Filemon Y. Sotto v. Palicte, supra note 52, at 152.
[56] Navarro v. Metropolitan Bank & Trust Company, supra note 54.
[57] Briones v. Henson-Cruz, G.R. No. 159130, August 22, 2008, 563 SCRA 69, 84.
[58] Collantes v. Court of Appeals, G.R. No. 169604, March 6, 2007, 517 SCRA 561, 568.
[59] Id. at 569; Ao-As v. Court of Appeals, G.R. No. 128464, June 20, 2006, 491 SCRA 339.
[60]