Republic
of the
Supreme
Court
|
FELIMON MANGUIOB, Petitioner, - versus
- JUDGE PAUL T. ARCANGEL, RTC, BRANCH 12, DAVAO CITY and ALEJANDRA VELASCO, Respondents. |
G.R.
No. 152262
Present:
CORONA,
C.J.,
Chairperson, LEONARDO-DE CASTRO, BERSAMIN, DEL CASTILLO, and VILLARAMA, JR., JJ.
Promulgated: February 15, 2012 |
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D
E C I S I O N
LEONARDO-DE
CASTRO, J.:
This is a
petition for review on certiorari[1]
seeking to modify the August 31, 2001 Decision[2]
and January 25, 2002 Resolution[3]
of the Court of Appeals in CA-G.R. CV No. 64147, which affirmed with
modification the March 5, 1999 Decision[4]
of the Regional Trial Court (RTC) of Davao City, Branch 12 in Civil Case No. 23,313-94.
On May 3, 1994,
Felimon Manguiob (Manguiob) and Alejandra Velasco (Velasco) entered into a
partnership under the name of Baculin Enterprises, for the purchase and sale
of agricultural and forest products, and the operation of a general merchandise
store at Baculin, Baganga, Davao Oriental.[5] Velasco provided the capital requirements of
the partnership, including the warehouse and the store needed for the business,
while Manguiob, being the industrial
partner, managed the partnerships operations.[6]
On September 14,
1994, the partnership ceased to operate and was considered dissolved for all
intents and purposes.[7]
On December 12,
1994, Velasco filed a Complaint[8]
for Sum of Money, Accounting, and Damages against Manguiob, before the RTC,
Branch 12 of Davao City. Velasco alleged
that while Baculin Enterprises appeared to have flourished on record, the
actual cash on hand, which was mostly with Manguiob, did not reflect such
financial profitability. Thus, Velasco
decided to dissolve the partnership, as allowed in their Articles of Partnership,[9]
and had the records of the partnership audited.
Velasco claimed that her fears were confirmed when the audit report
showed that Baculin Enterprises made a net profit of at least ₱252,673.50 from May 1994 to September 14, 1994. According to Velasco, she was entitled to 60%
of this, amounting to ₱151,604.10,
while Manguiob was entitled to 40%, equivalent to ₱101,069.40.
Velasco also asked that Manguiob return the amount of ₱203,156.30, representing the balance of her ₱320,000.00 capital investment, as Manguiob returned only
the amount of ₱116,843.20 to her. Velasco
averred that Manguiob not only refused to return the above amounts, but also
refused to make an accounting of his management of Baculin Enterprises. Velasco further alleged that Manguiob, in bad
faith, had used the partnership funds to start his own buy and sell business
even before their partnership was dissolved.
Because of this, Velasco prayed for the trial court to direct Manguiob
to do the following:
1.
To
pay plaintiff the amount of ₱354,760.00
as plaintiffs contribution and share in the profits of the partnership;
2. To pay plaintiff the amount of
10% a month of ₱354,760.00 as unrealized profit
of the partnership;
3. To account for the money of the
partnership used for the personal business of the defendant;
4.
To
pay plaintiff the amount of ₱25,000.00
as attorneys fees. [10]
Velasco likewise prayed for the trial
court to grant her such other relief as may be warranted by the circumstances.[11]
Manguiob, in his Answer,[12]
denied having received ₱320,000.00 from Velasco and alleged that she only
infused the sum of ₱200,000.00 into their partnership. He contended that he did not have possession
of the partnerships cash, and that it was Velasco who had received the
proceeds of the deliveries he made to Interco Davao as shown by the various
receipts[13]
attached to his Answer. Manguiob also
averred that if the records of Baculin Enterprises had already been audited,
then that audit was not based on the records he had submitted to Velasco. Manguiob further claimed that it was not then
known if the partnership had gained profit, that there was no basis for the
return of Velascos capital investment, and that the amount of ₱116,843.20
was not part of Velascos capital investment but was the total amount of the
remittances he made to Velasco from the proceeds of his deliveries. Manguiob said Velascos monetary claim had no
basis especially since she was practically in control of the partnerships
finances.[14]
On October 18, 1995, Velasco and
Manguiob jointly submitted to the RTC a Partial
Stipulation of Facts and Statement of the Issues,[15]
with the pertinent section quoted as follows:
The
Facts
1.
That, the plaintiff and defendant established
a Partnership on May 3, 1994 to engage in the Buy and Sell of Agricultural
products and operation of a General Merchandise Store at Baculin, Baganga,
Davao Oriental, and for which purpose the parties executed an Articles of
Partnership, a copy of which is attached to the complaint as Annex A thereof;
2.
That,
the partnership has ceased to operate and [for] all intents and purposes
considered dissolved as of September 14, 1994;
3.
That,
as per records submitted by the defendant, from May 8, 1994 to September 9,
1994 the amount of copra purchased is ₱1,261,418.45 as shown in the statement, a copy of
which is hereto attached or Annex A hereof;
4.
That,
from May 31, 1994 up to September 10, 1994, the total copra sales amounted to ₱1,430,904.40, net of hauling
expenses, as shown in the statement attached hereto and marked as Annex B
hereof;
5.
That,
from May 1994 to September 14, 1994 the total sales of General Merchandise as
per records of defendant is ₱930,640.50
as shown in the statement hereto attached as Annex C hereof;
The
Issues
1.
How
much was the capital contribution of plaintiff in the Partnership?
2. How much of the proceeds from the
sales of copra from May 31, 1994 to August 24, 1994 were returned by plaintiff
to defendant[?]
3. How much net profit, if any, was
realized by the Partnership during its operation from May 1994 up to September
14, 1994[?]
4.
Are
the parties entitled to their respective claims for [damages][?]
On March 5,
1999, the RTC rendered its Decision, the dispositive portion of which reads:
WHEREFORE,
in view of the foregoing, judgment is hereby rendered in favor of the plaintiff
and against the defendant, ordering the latter to pay to the former the sum of ₱498,245.52, as the principal
account; plus interest thereon at the rate of 12% per annum from September 15,
1994 until the full account is paid, the sum of ₱25,000.00 as attorneys fees and
the costs of suit.
The
other claims of the parties are hereby denied.[16]
The RTC found that the capital
contributed by Velasco to the partnership was ₱400,000.00, as established
by clear, convincing, and competent evidence.[17] Anent the second issue, the RTC averred that
while Velasco may have received the proceeds of the sales of copra from May 31,
1994 to August 24, 1994, such proceeds were returned to Manguiob to be used in
the purchase of more copra and other merchandise for their business, as
evidenced by receipts[18]
signed by Manguiob or his wife. Thus,
the RTC said that except for the proceeds of the sales of copra on September
10, 1994, in the amount of ₱116,954.40, all the proceeds of the sales of
copra were either retained by, or returned to, [Manguiob].[19] As for the net profit earned by the
partnership, the RTC proclaimed that it was ₱191,999.98, as declared by
Manguiobs own accountant. Thus, the RTC
ruled that Velasco was entitled to the amount of ₱498,245.52 representing
her capital contribution less the proceeds from the copra sales made on
September 10, 1994, which she retained, plus her 60% share in the net profit.[20]
Manguiob appealed this decision to
the Court of Appeals, assigning the following errors:
I.
THAT
THE LOWER COURT GRAVELY ERRED IN ORDERING DEFENDANT TO PAY PLAINTIFF THE SUM OF
₱498,245.52 AS THE PROCEEDS OF
COPRA SALES WHICH THE PLAINTIFF HAD TAKEN FROM DEFENDANT AMOUNTED TO ₱453,859.10 AND THAT THE NET
INCOME OF THE PARTNERSHIP OF THE PLAINTIFF AND DEFENDANT AMOUNTED TO ₱191,999.88 TO WHICH PLAINTIFFS
SHARE IS 60% AND THE SHARE OF THE DEFENDANT FROM SAID NET INCOME IS 40% AND,
FURTHERMORE, THE TOTAL ASSETS IN THE POSSESSION OF THE PLAINTIFF AT THE CLOSURE
OF THE BUSINESS OF PLAINTIFF AND DEFENDANT, THE BACULIN MARKETING AS OF
SEPTEMBER 14, 1994 AND AVAILABLE FOR DISTRIBUTION, AMOUNTED TO ₱215,559.06;
II.
THAT
THE LOWER COURT GRAVELY ERRED IN ORDERING DEFENDANT TO PAY PLAINTIFF THE
INTEREST ON THE ALLEGED PRINCIPAL ACCOUNT OF ₱498,245.52 AT THE RATE OF 12% PER
ANNUM FROM SEPTEMBER 15, 1994 UNTIL THE FULL ACCOUNT IS PAID, AS THERE IS NO
WRITTEN STIPULATION AS TO THE PAYMENT OF INTEREST IN ACCORDANCE WITH ARTICLE
1956 OF THE NEW CIVIL CODE OF THE PHILIPPINES; AND
III. THAT THE LOWER COURT GRAVELY
ERRED IN ORDERING DEFENDANT TO PAY PLAINTIFF THE [AMOUNT] OF ₱25,000.00 AS ATTORNEYS FEES, AS
NO RIGHT TO SUCH FEE ACCRUE IN THE CASE AT BAR IN ACCORDANCE WITH ART. 2208 OF
THE NEW CIVIL CODE OF THE PHILIPPINES.[21]
On August 31,
2001, the Court of Appeals modified the RTCs decision with respect to the
amount due Velasco, the rate of interest imposable, and the award of attorneys
fees, to wit:
IN THE LIGHT OF ALL THE FOREGOING, the Decision appealed from is AFFIRMED with the following
modifications:
(1)
The Appellant is obliged to pay to Appellee the
amount of ₱401,640.97 with interest thereon
at the rate of 6% per annum computed from the time the Court a quos
Decision and, an interest at the rate of 12 per annum from the time of the
finality of this Decision up to the time that the obligation of the Appellant
to pay Appellee is paid in full:
(2)
The
award of attorneys fees is deleted.[22]
The Court of Appeals, after
analyzing the records, concluded that while Velasco withheld the total net
amount of ₱113,558.95, Manguiob received and retained a total of ₱432,067.05,
inclusive of the ₱400,000.00 capital infused by Velasco. The Court of Appeals agreed with the findings
of the RTC that the partnership generated a profit of ₱191,999.98, and
from this, held that Velasco was entitled to 60% or ₱115,199.92,
according to her agreement with Manguiob.
The Court of Appeals said that since Velasco retained ₱113,558.95
out of the ₱115,199.92 due her, Manguiob should only remit to her the
difference of ₱1,640.97, in addition to her ₱400,000.00 capital
investment.[23]
On October 11, 2001, Manguiob moved[24]
for the Court of Appeals to reconsider its Decision. This, however, was denied in a Resolution
dated January 25, 2002, to wit:
After
due consideration of the Motion for
Reconsideration of the Appellant and the Comment thereon of the Appellee, We find said motion
barren of merit and hereby deny the same.[25]
Manguiob is now positing the
following assignment of errors:
(1)
THE HONORABLE 13TH
DIVISION OF THE COURT OF APPEALS GRAVELY AND SERIOUSLY ERRED IN NOT CORRECTLY
CONSIDERING IN THE ASSAILED DECISION, THE NON-CASH ASSETS OF BACULIN (
MARKETING ) ENTERPRISE AS OF SEPTEMBER 14, 1994 AND THE JOINT VALUATION IN THE
AMOUNT OF ₱ 215,559.06 PLACED ON THE SAID
NON-CASH ASSETS BY THE CERTIFIED PUBLIC ACCOUNTANTS OF THE PETITIONER AND THE
PRIVATE RESPONDENT WHICH WERE DETERMINED BY BOTH ACCOUNTANTS IN COMPLIANCE WITH
ORDERS OF THE HONORABLE COURT A QUO, THE REGIONAL TRIAL COURT, 11TH
JUDICIAL REGION, BRANCH 12, DAVAO CITY.
(2)
THE HONORABLE 13TH
DIVISION OF THE COURT OF APPEALS SERIOUSLY ERRED IN NOT CONSIDERING THE
NON-CASH ASSETS OF BACULIN ( MARKETING ) ENTERPRISE VALUED AT ₱215,559.06 WHICH HAS BEEN IN THE
CUSTODY AND CONTROL OF THE PRIVATE RESPONDENT SINCE SEPTEMBER 14, 1994 AS
RETAINED BY THE PRIVATE RESPONDENT HERSELF.[26]
Manguiob says he does not wish to
further challenge the Court of Appeals computation, but asks that the value of
the non-cash assets, as determined by the parties accountants, pursuant to the
RTCs orders,[27] be
deducted from the amount he is obligated to return to Velasco, to wit:
Obligation of the petitioner per
Court of Appeals Decision ₱ 401,640.97
Less: Non Cash assets in the
custody
and control of Alejandra Velasco ₱
215,559.06
Obligations to be paid by the
petitioner to
private respondent as sought by
this petition ₱
186,081.91[28]
Velasco,
in her Comment,[29] says
that this petition is without merit and should be dismissed. She avers that while Manguiob claims that he
is before us on a question of law, i.e.,
the construction or interpretation of the documentary evidence submitted before
the RTC, he is in fact referring to matters of fact, which he was unable to
establish with competent proof during the trial of the case. Velasco further argues that the rulings of
the lower courts are with respect to her capital contribution and no evidence
was presented to prove the existence of any asset aside from the partnerships
net income of ₱191,999.98.
Discussion
The crux of the present controversy
boils down to the role of the value of the non-cash assets in the determination
of how much Manguiob should return to Velasco.
Both the RTC and the Court of
Appeals found that a partnership had indeed existed between Manguiob and
Velasco, and that it was dissolved, upon Velascos option, on September 14,
1994. The lower courts ordered Manguiob
to return to Velasco her capital contribution of ₱400,000.00, as
established during the trial and evidenced by receipts signed by Manguiob or
his wife; and the amount of ₱115,199.92, representing her 60% share in
the net profits, based on the income statement prepared by the parties
accountants, to wit:
BACULIN MARKETING
AMENDED INCOME STATEMENT
For the Period May 8, 1994 to
September 14, 1994
Exh. B
-----------------
Sales:
Copra
(Net of Hauling), Sch. 4 ₱
1,430,904.40
General Merchandise, Sch. 7 930,640.50
Charcoal
-----------------
T
o t a l ₱ 2,361,544.90
Less:
Cost of Sales:
Purchases:
Copra, Sch. 2
₱1,261,418.45
Gen. Mdse., Sch. 5 880,243.08
Charcoal 21,143.60
-----------------
Total Goods Available 2,162,805.13
Less: Inventory, end
Gen. Mdse. ₱
41,120.71
Charcoal
21,143.60 62,264.31
2,100,540.82
----------------- ----------------- -----------------
Gross
Profit ₱ 261,004.08
Less:
Operating Expenses: (see sch. 5)
Subsistence ₱ 9,083.00
Miscellaneous 13,503.50
Truck repairs 21,894.20
Freight & other expenses 7,332.50
Salaries and wages
12,550.00
Inauguration expenses 4,641.00 69,004.02
----------------- -----------------
Net Income, to capital ₱
191,999.88[30]
-----------------
Aside
from the foregoing, the parties accountants also submitted to the RTC a list
of the non-cash assets of the partnership as of September 14, 1994, its date of
dissolution:
BACULIN MARKETING
LIST OF NON-CASH ASSETS
(F. Manguiobs Report)
Sch.
8
Particulars Amount
Accounts Receivable ₱ 88,340.50
Inventories:
General
Mdse. ₱ 41,120.71
Charcoal 21,143.60 62,264.31
-----------------
Refundable deposit 30,265.00
Bodega equipment and facilities
34,689.25
-----------------
Total ₱215,559.06[31]
-----------------
Neither party questions the figures
jointly prepared by their respective accountants. Manguiob, nonetheless, insists that the value
of the non-cash assets, as determined by their accountants, should be deducted
from the amount he was adjudged to pay Velasco.
The lower courts, however, did not rule on how these non-cash assets should
be distributed between Velasco and Manguiob.
The issue raised by Manguiob is
clearly a question of fact, which not only requires a review of the evidence
already presented, but a reception of new evidence as well. A perusal of the records of the case shows
that no evidence was introduced or received for the purpose of ascertaining the
actual status of the non-cash assets despite the parties admission of their
existence, and their conformity to the values assigned to them by their
accountants. A proper resolution on the
distribution of the non-cash assets obviously necessitates, inter alia, a determination of the
proceeds or whereabouts of these non-cash assets.
This issue, unfortunately, is
factual matter, which is beyond the province of a Rule 45 petition, as
expressed under the version of Section 1, Rule 45 in force at the time Manguiob
filed this petition to wit:
Section 1. Filing of petition with Supreme Court. A party desiring
to appeal by certiorari from a judgment or final order or resolution of the
Court of Appeals, the Sandiganbayan, the Regional Trial Court or other courts
whenever authorized by law, may file with the Supreme Court a verified petition
for review on certiorari. The
petition shall raise only questions of law which must be distinctly set forth.[32]
The distinction between
a question of law and one of fact has long been settled. In Binay
v. Odea[33] we
said:
A
question of law arises when there is doubt as to what the law is on a certain
state of facts, while there is a question of fact when the doubt arises as to
the truth or falsity of the alleged facts.
For
a question to be one of law, the same must not involve an examination of the
probative value of the evidence presented by the litigants or any of them. The resolution of
the issue must rest solely on what the law provides on the given set of
circumstances. Once it is clear that the
issue invites a review of the evidence presented, the question posed is one of
fact. Thus, the test of whether a question is one of law or of fact is not the
appellation given to such question by the party raising the same; rather, it is
whether the appellate court can determine the issue raised without reviewing or
evaluating the evidence, in which case, it is a question of law; otherwise it
is a question of fact.[34]
Thus, since this Court is required
to review and evaluate the evidence on record, and even receive new evidence to
decide the issue of whether the value of the non-cash assets should be deducted
from what Manguiob was adjudged to pay Velasco, the issue then is definitely
one of fact, [35] and one
that is impermissible, as this Court is not a trier of facts.
Furthermore, records show that this
issue was not even submitted by the parties during the trial of the case
despite their conflicting allegations on these assets condition. In Keng
Hua Paper Products Co., Inc. v. Court of Appeals[36]
this Court held:
[A]n issue raised for the first
time on appeal and not raised timely in the proceedings in the lower court is
barred by estoppel. Questions raised on
appeal must be within the issues framed by the parties and, consequently,
issues not raised in the trial court cannot be raised for the first time on
appeal.[37]
It is settled that issues not
raised timely in the proceedings before the trial court cannot be considered on
review or appeal as to do so would be to trample on the basic rules of fair
play, justice, and due process.[38]
However, this Court noticed that
while both lower courts agreed on the values and figures the parties
accountants submitted to the RTC, they differed in the amount supposedly
retained by Velasco, and thus eventually deducted from the capital investment
Manguiob was ordered to return to her.
This Court is inclined to agree with the RTCs computation, except for the total amount, which is erroneously
higher by ₱100,000.00, to wit:
60% of ₱191,999.88 is ₱115,199.92
Capital Contribution ---- ₱400,000.00
Total ---- ₱515,199.92
Less Money in Plaintiffs
hands for sale of copra
on September 10, 1994 ---- ₱116,954.40
Net amount due to ---- ₱498,245.52[39]
Plaintiff
The above values and figures, save
for the erroneous total, were amply supported by the evidence on record. Moreover, Velasco herself, on several
occasions, admitted that she retained the amount of ₱116,954.40, contrary
to the Court of Appeals finding that she only withheld the amount of ₱113,558.95.[40]
Exhibit C, Velascos own
documentary evidence which she verified and signed, showed that she had
retained the amount of ₱116,954.40.
There is likewise an admission in
Velascos memorandum submitted to the RTC that she had in her possession the
amount of ₱116,954.40.
Thus, using the same figures that were definitely determined during the trial,
the amount due Velasco, from her capital contribution and share in the net
profits should be computed as follows:
₱400,000.00 Velascos
capital contribution
+ ₱115,199.92 Velascos 60% share in the net income
- ₱116,954.40 the proceeds of the sales of copra on
September 10, 1994, which Velasco retained (₱56,362.40 + ₱60,592.00)
= ₱398,245.52 Amount
due Velasco
As for the unchallenged rulings of
the Court of Appeals, including the deletion of the award of attorneys fees, we
find no reason to disturb the same.
WHEREFORE,
the Decision of the Court of Appeals in CA-G.R.
CV No. 64147 is hereby AFFIRMED with
the MODIFICATION that petitioner is obliged to pay private respondent the
amount of ₱398,245.52
representing the balance of the latters capital contribution plus her 60%
share in the net profits of Baculin Enterprises.
SO ORDERED.
Associate Justice
WE CONCUR:
Chief Justice
Chairperson
LUCAS P. BERSAMINAssociate Justice |
MARIANO C. DEL CASTILLO Associate Justice
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MARTIN S. VILLARAMA, JR. Associate Justice
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[1] Under
Rule 45 of the 1997 Rules of Court.
[2] Rollo, pp. 50-62; penned by Associate
Justice Romeo J. Callejo, Sr. with Associate Justices Renato C. Dacudao and
Perlita J. Tria Tirona, concurring.
[3] Id.
at 64.
[4] Id.
at 40-49.
[5] Id.
at 79.
[6] Id.
at 50.
[7] Id.
at 79.
[8] Id.
at 65-71.
[9] Records, pp. 84-85.
[10] Rollo, p. 68.
[11] Id.
[12] Id.
at 72-76.
[13] Records,
pp. 20-33.
[14] Rollo, pp. 72-75.
[15] Id.
at 79-80.
[16] Id.
at 49.
[17] Id.
at 45.
[18] Records,
pp. 91-95.
[19] Rollo, p. 47.
[20] Id.
at 46-49.
[21] CA
rollo, pp. 23-24.
[22] Rollo, p. 62.
[23] Id.
at 60.
[24] CA
rollo, pp. 80-83.
[25] Rollo, p. 64.
[26] Id.
at 24.
[27] Id.
at 77-78.
[28] Id.
at 23.
[29] Id.
at 114-120.
[30] Id.
at 82.
[31] Id.
at 91.
[32] Although
Section 1 of Rule 45 has been amended under A.M. No. 07-7-12-SC, effective December
4, 2007, the new text still requires that the petition shall only raise
questions of law, viz:
Section
1. Filing of petition with Supreme
Court. - A
party desiring to appeal by certiorari from a judgment, final order or
resolution of the Court of Appeals, the Sandiganbayan, the Court of Tax Appeals, the Regional Trial
Court or other courts, whenever authorized by law, may file with the Supreme
Court a verified petition for review on certiorari. The petition may include an application for a writ of preliminary injunction
or other provisional remedies and shall raise only questions of law, which must
be distinctly set forth. The petitioner
may seek the same provisional remedies by verified motion filed in the same
action or proceeding at any time during its pendency.
[33] G.R.
No. 163683, June 8, 2007, 524 SCRA 248.
[34] Id.
at 255-256.
[35] Hko Ah Pao v.
Ting, G.R. No. 153476, September 27, 2006, 503 SCRA
551, 559.
[36] 349
Phil. 925 (1998).
[37] Id. at 937.
[38] Cruz v. Fernando, 513 Phil. 280, 291 (2005).
[39] Records,
pp. 177-178.
[40] See TSN, February 12, 1996, pp. 27-29.