G.R. No. L-31471. November 12, 1987
ROMANA TEODORO AND ELINO CLARETE, PETITIONERS, VS. THE HONORABLE COURT OF APPEALS, AND ISABEL ARIOLA, RESPONDENTS.
SARMIENTO, J.:
The petitioners assail
the decision of the Court of Appeals* reversing the judgment of the then Court of
First Instance of Rizal** in this appeal by way of certiorari. The
facts, as
found by the respondent Court of
Appeals, are as follows:
xxx xxx xxx
In 1948, Isabel Ariola leased from the
Manila Railroad Company a parcel of land with an area of about 270 square meters
situated in Pasig, Rizal,
and designated as Parcel 5-A in
the list of said company. Sometime in
1953, the Manila Railroad Company sold four parcels of its property in Pasig, including that leased to Isabel Ariola,
to one Alfonso San Lorenzo, who in turn assigned his rights in favor of E.C.
Herrera & Company, subject to the condition that “the purchaser would
recognize the rights of the present occupants of the said properties to
purchase the respective parcels that they are now occupying at a reasonable
price to be agreed upon by the parties, and/or continue occupying said parcels
of land on rental basis the rates of which should be the same rental rates the
Manila Railroad Company is charging them until such time as final adjustment is
worked out between the occupants and the purchasers, which occupants are
indicated in the attached list duly signed by both parties” (Exh. D). On November
20, 1957, the E.C. Herrera & Company, pursuant to the above condition, sold
to Isabel Ariola, who is listed as one of the
occupants, a portion of about 176 square meters of the land originally leased
to her by the Manila Railroad Company, for and in consideration of the sum of
P1,903.00. Thereafter, Isabel Ariola was issued
Transfer Certificate of Title No. 54930 of the Registry of Deeds of Rizal covering the lot sold to her, which is designated as
Lot No. 8-B-47 of Subdivision Plan Psd-43425.
On November 29, 1957, Romana Teodoro and her
husband, Elino Clarete,
filed a complaint against Isabel Ariola and the E.C.
Herrera & Company for the cancellation of Transfer Certificate of Title No.
54930 and the issuance of another title in their favor, with damages, alleging
that sometime in December, 1948, by virtue of a verbal agreement between them
and defendant Ariola, they constructed a three-storey
residential building on a portion of about 71 square meters of the lot leased
by Ariola from the Manila Railroad Company; that on
January 9, 1954, in confirmation
of the verbal agreement, they and defendant Ariola
entered into a written contract whereby said defendant assigned her rights and interests on all the portion of land on which
their house had been erected and an additional portion adjacent thereto, or a
total of 80 square meters; that the Manila Railroad Company gave its
conformity to and duly recognized said written agreement; that in the year
1956, through fraud and intimidation, defendant Ariola
was able to purchase from defendant E.C. Herrera & Company the lot leased
to her, including that portion on which their house stands, resulting in the issuance of TCT No. 54930 in her favor; that to protect their interest, they filed
an affidavit of adverse claim, which was duly recorded in the Office of the
Register of Deeds of Rizal; and that, by reason of
said “fraud and misrepresentations” and “in order to
protect” their rights and interests, they suffered damages and incurred attorney’s
fees all amounting to P2,800.00.
In her answer, defendant Isabel Ariola
denied the material averments of the complaint, claiming by way of special
defenses that -?
“1. In the year
1948 the plaintiffs and the answering defendant agreed to construct, and in
fact they constructed a three (3) story house on the parcel of land leased by
the Manila Railroad Company to the answering defendant, the plaintiffs
contributing about P6,500.00 representing one-half (1/2) of the cost and expenses
incurred in the construction of said three (3) story house and the herein
defendant contributed the other one-half in the amount of about P6,500.00.
“2. In the year
1952, when the herein defendant learned for the first time that the house which
she owns in common with the plaintiff had been declared in the name of Romana Teodoro only, she demanded
from the plaintiff the cancellation of the tax declaration in the name of Romana Teodoro so that another
tax declaration which would include the herein defendant as owner of one-half (1/2) of the same may be obtained from the Office of
the Provincial Assessor of Rizal, but instead of
complying with this demand plaintiffs told the herein defendant that there was
no necessity for changing the tax declaration because they never intended to
appropriate the said house to themselves and they will always recognize the
defendant as part owner of the same.
“3. Sometime before January 9,
1954, the herein defendant offered to purchase from the plaintiffs their share
in the house mentioned above, but plaintiffs made a counter-offer to buy the share of the herein defendant in the
said house provided that the lease of the land over which the house stands
should be transferred to them to which proposition herein defendant acceded
resulting in the execution of the document Annex ‘A’ of the complaint, where
it is clearly stated that the agreement
transfering the lease to the plaintiffs of the land
mentioned in the penultimate paragraph hereof would only be valid and effective
if the same shall be approved by the Rental Division of the Manila Railroad
Company.
“4. The validity of
the transfer of the lease embodied in the Annex ‘A’ being subject to the
approval of the Manila Railroad Co., plaintiffs agreed to sell to the defendant
their share in the house jointly owned by them in case the Manila Railroad
Company will not approve and recognize the said transfer.
“5. The terms
and conditions of the document, Annex ‘A’ of the complaint, particularly that
portion relating to the transfer of the lease to the plaintiffs, were not
approved by the Manila Railroad Company.”
At the pre-trial conference held on October 7, 1959, during which
the lawyer for defendant E.C. Herrera & Company informed the court that the
plaintiffs did not appear in the list of occupants furnished by the Manila Railroad Company and that in the year 1955,
when defendant E.C. Herrera & Company initiated ejectment
proceedings against occupants who were not up-to-date in the payment of their
rentals, only defendant Isabel Ariola appeared as occupant of the lot in question, the court a quo made the observation that “this will
then be a case of specific performance”. Taking a cue, the plaintiffs,
on June 14, 1960,
filed a “Motion to Admit Amended Complaint”. The amendments sought to be introduced by the
plaintiffs were the elimination of E.C. Herrera as a party defendant and the change of the action from cancellation of title
to specific performance by the inclusion of the following allegations:
“10. That it has
been further agreed between the plaintiffs and defendant that in case of any
future sale that might be made of the said parcel of land in favor of the
occupants thereof, said defendant would purchase and register the same in her
favor, under the condition that immediately thereafter, said defendant should
sell unto the plaintiffs, that portion containing
an area of 80.0 square meters more or less as mentioned in Par. 7
hereof, as agreed to be assigned to them as per Annex ‘A’ at
the same rate purchased.
xxx xxx xxx
“15. That on or
about November 20, 1957, defendant purchased from E.C. Herrera & Company,
the whole parcel of land occupied by the respective houses of the plaintiffs
and defendant comprising an area of 176 square more or less, for and in
consideration of the sum of P1,903.00 or at the rate of P10.812 per
square meter, and for which Transfer Certificate of Title No. 54930-Rizal, has been issued in the name of
the defendant, Isabel Ariola.
“16. That
immediately after the plaintiffs have learned that the above-mentioned Transfer
Certificate of Title has been issued in favor of the defendant, they (plaintiffs) requested said defendant to sell
unto them the area of 80.0 square meters as promised by said
defendant, at the same rate as that purchased in the sum of P per square meter.
“17. That despite the repeated requests and
demands made by the plaintiffs on the said defendant to sell unto them the said
area of 80.0 square meters as promised, defendant, for some reason or
other, failed to do so, to the damage and prejudice of the plaintiffs.
The court a quo, in its order of June 21, 1960, denied the above motion, but upon
motion of the plaintiffs it reconsidered said order and admitted the amended
complaint.
Answering the amended complaint,
defendant Isabel Ariola reiterated her defenses set
forth in her original answer and, in addition, averred as follows:
“6. She had not entered into any contract with the plaintiffs
either verbal or oral, promising to sell any land much less the land in dispute, neither has there been any act
ratifying or confirming the same. As a
matter of fact in the plaintiffs’ complaint in Civil Case No. 4790 and in Civil
Case No. 4770, both in the Court of First Instance of Rizal,
now amended, and in I.S.N. 3203?Provincial Fiscal of Rizal
together with all the documentary evidences and testimonies, nowhere could it
be found that there is anything said or intimated that there
has been a promise to sell or intention to sell made by the defendant to the
plaintiffs of the disputed land. All
these were under the solemnity of oaths as
well as the change of fraud from fraud to no fraud at all in Civil Case
No. 4770 drawn artistically to achieve their aims. And if really there has been a promise as
what they are now claiming, plaintiffs never wanted and never would want to be
late to claim the promise to the land in dispute after twelve (12) years more
or less, that is, since 1948 when the verbal agreement was entered and was
confirmed in writing in 1954. The alleged
agreement to sell was made in 1948 and not in January, 1954 as this is the date
when the verbal contract in 1948 was reduced to writing as confirmation.
“7. The action has no basis in law and in fact because:
(a)
The complaint states no cause of action.
(b) The
claim in which the action or suit is founded is unenforce
able under the Statute of Frauds; and
(c) The cause of action is barred by the Statute
of Limitations.
“8. After the
construction of of the three-story house in 1948,
there has been an understanding and agreement between the plaintiffs and the
defendant herein that if and when the assignment of lease by the defendant to
the plaintiffs would not be approved by the Manila Railroad Company, the
three-story house owned in common by both the plaintiffs and the defendant
would have to pay P50.00 a month to the defendant for the occupancy of the land
in question and that the rentals
collected on the three?story house, be divided between them, accounting
and liquidation would have to be made to effect reimbursement by defendant to
the plaintiffs by paying the latter their share which is one-half of the money
spent for the three?story house, more or less P6,500.00, deducting of
course all true and valid deductions with depreciations.”[1]
On April
29, 1965, the trial
court rendered judgment in favor of the petitioners. The dispositive
portion thereof states as follows:
xxx xxx xxx
IN VIEW OF THE ABOVE CONSIDERATIONS, this Court orders defendant
Isabel Ariola to reconvey
to spouses Romana Teodoro
and Elino Clarete the
portion of 80 square meters of the lot now titled under Transfer Certificate of
Title No. 54930 of Rizal
on which plaintiffs’ house stands upon payment to her of the amount
corresponding to the 80 square meters at the rate of P10.82 or a total of Eight
Hundred Sixty Five Pesos and Sixty Ctvos.
(P865.60). All other claims of
plaintiffs for damages are hereby denied.
With costs against defendant.
SO ORDERED.[2]
In finding for the
petitioners, Judge Muñoz Palma held:
xxx xxx xxx
We are inclined to believe and we do believe that there was indeed
a verbal understanding or agreement between the plaintiffs and the defendant that in the event defendant shall acquire the
entire lot by purchase that portion of 80 square meters occupied by plaintiffs’
house will be conveyed to the latter.
Had there been no such assurance the plaintiffs surely would not
have undertaken the construction on that lot of a three-storey house of strong
materials which for taxation purposes is assessed at a little less than P6,000.00.
As a matter of fact,
Isabel Ariola in the document, Exh.
“A”, divested herself of any interest on that portion of 80 square
meters occupied by plaintiffs’ house when she transferred to plaintiffs the
lease of said area. With that
understanding existing between the parties a relationship of trust was created
between them so that when Isabel Ariola purchased the
entire lot from E.C. Herrera and Company she did so in trust for the plaintiffs
herein insofar as that portion of 80 square meters was concerned. We should not overlook the fact that in the
very deed of purchase between the Manila Railroad Company and Alfonso Lorenzo
the rights of the occupants to purchase the portions occupied by them was
recognized, and although in the list of occupants attached to said deed of
purchase Romana Teodoro did
not appear as one of them, the
truth, however, is that it was known to Isabel Ariola
that not she alone was occupying that particular lot, and that she had conveyed
to Romana Teodoro whatever
rights she had over the 80 square meters portion originally leased by her from
the Manila Railroad Company. Defendant’s
pretension that the last paragraph in Exh.
“A” is not binding because the transfer of her rights was not
approved by the Manila Railroad Company is utterly without legal justification.
Defendant loses sight of the fact that on the date of the
execution of Exh. “A” the consent of the
Manila Railroad Company was not necessary because at that time it was no longer
the owner of the property in question by reason of its conveyance to Alfonso
San Lorenzo.[3]
xxx xxx xxx
The Court of Appeals, in
rendering a reversal, ruled:
xxx xxx xxx
x x x [I]t is
obvious that when the plaintiffs constructed the house in 1948, there was no understanding or promise on the part of the
defendant that she would sell the lot in question if she acquired it from the lessor, the alleged verbal agreement having been entered
into, according to plaintiff Elino Clarete, only in 1953, or five years after the construction
of the house on the lot in question.
Moreover, if there was such
a verbal agreement
entered into in 1953, we see no reason why it was not included in the written
contract, Exhibit A, which was executed by and between the plaintiffs and the
defendant on January 9, 1954. Said written contract was supposed to be a confirmation of the previous
agreement between the parties, and yet it did not mention anything about a
promise on the part of the
defendant to sell the lot in question to the plaintiffs. To our mind, this circumstance belies the
pretension of the plaintiffs, for a written contract is presumed to embody all
the previous and contemporaneous agreements between the parties thereto.
Another factor that would militate against the claim of the
plaintiffs is that, in their original petition or complaint, nothing whatsoever
was said about the alleged promise of the defendant to sell the lot in question
to them. For if there was indeed such a promise or understanding, the
plaintiffs would never have failed to allege the same, it being a material fact essential to their
cause of action.[4]
Upon the facts, we agree
with the respondent Court that “the basic issue [is] whether or not there
was indeed a verbal agreement between the plaintiffs and the defendant whereby
the latter undertook to buy the lot in question from the Manila Railroad Company and thereafter to resell the same to
the former.”[5]
We hold that upon the
same facts, the respondent Court erred in reversing the trial court.
An examination of the
records discloses indeed, an understanding, albeit oral, between the parties in
which the private respondent Isabel Ariola agreed to
deliver the 80-square meter portion of the property acquired by her in favor of
the petitioner Romana Teodoro. This is implicit from the “Kasunduan,” Exhibit “A”, in which Ariola averred:
xxx xxx xxx
Na, ako’y may inarrendahang lupa ng Manila Railroad Company na may sukat na 270 metros cuadrados (humigit kumulang) at kilala sa tawag na
Parcela 5-A sa talaan ng tanggapan
ng Rental Division, M.R.R. Co., at ang nasabing lupa
ay bahagi ng Pasig old station grounds of TITLE NO. 4399 Lalawigan Rizal.
Na, noong buwan ng
Diciembre, 1948 pinahintulutan
ko na makapagtayo
ng bahay si Romana Teodoro,
at ang nasabing bahay ay may sukat na 71 metros cuadrados (humigit kumulang) materiales fuertes, tatlong palapag ng nasabing
bahay, simula sa nakaraang Enero
1949 hanggang Diciembre,
1955, o sa loob ng pitong (7) taong
simula noong na itayo ang
nasabing bahay, na wala akong
dapat pagbayaran maliban sa consumo
ng tubig at ilaw na aking
magagamit;
Na, bilang arendadora ng nasabing
lupa, ako ang mananagot sa
maging kaupahan ng buong Parcela
No. 5-A sa Manila Railroad Company at kailan ay hindi ko isasama sa
ano mang pananagutan sa pagkakautang sa kaupahan ng nasabing
lupa ang nagmamayare na si ROMANA TEODORO.[6]
xxx xxx xxx
DAHIL DITO, simula sa Enero
1, 1954, ang lupa na nasasakop ng
buong kabahayan ni Romana Teodoro,
kasama ang patio na magkakaroon ng sukat na
80 metros cuadrados (humigit
kumulang) ay inililipat ko ang arendamiento
sa nasabing ROMANA TEODORO,
o sa kaniyang taga-pagmana, at ang kaupahan ng bahaging
ito ng Parcela Blg. 5-A ay siya (Romana Teodoro)
ang mananagot sa Manila Railroad Company at a-awasin
naman sa aking, at ang nalalabing
sukat na kinatitirikan ng bahay ko at kiosko
ako naman ang magbabayad, ang lahat ng
ito ay sa pagsangayon ng tanggapan ng Rental Division,
Manila Railroad Company.[7]
xxx xxx xxx
As found by the trial
court, this is an admission that she had no more rights over the properties as
a result of her earlier promise to part therewith eventually.
Her attempts furthermore
to repudiate the clear terms of Exhibit “A”,[8] as well as the proprietary claims she now
lays over the building constructed by Teodoro,[9] betray an effort on her part to falsify the
provisions of Exhibit “A” itself, a document she had herself
prepared, if not to evade her obligations based on her promise altogether. We cannot say, under these circumstances,
that she had acted in the best of faith in dealing with Teodoro.
We do not find the
respondent Court’s reliance upon the provisions of Section 7, of Rule 130, of
the Rules of Court well-taken.[10] There are recognized instances where the court may peer behind the bare wordings of a written
agreement, to wit: (1) where a mistake or imperfection of the writing, or its
failure to express the true intent and agreement of the parties, or the
validity of the agreement is put on issue by the pleadings; and (2) when there
is an intrinsic ambiguity in the writing.[11] Precisely, it is the claim of the
petitioners that Exhibit “A”
did not embody the true
intention of the parties, that is, that Ariola would
eventually cede the property in favor of Teodoro.
As we noted, however, Ariola submits otherwise, and her version is that she did
not enter into any oral agreement with Teodoro with
respect to the 80-square meter lot in question.
To be sure, it is the parties’ word against the other, and it is in such
a situation that a cautious appreciation of the evidence assumes vital
weight. In the case at bar, the trial
court found that such an oral promise was indeed made by Ariola,
and the trial court, by virtue of its office as a trier of facts, is in a better
position to judge matters pertaining to credibility of witnesses and their
testimonies. Accordingly, we defer to
the inferior court’s findings of fact.
And while as a rule, this
Court is bound by the findings of the Court of Appeals in matters of fact, that
rule is subject to well-settled exceptions, amongst them: (1) when the same are grounded entirely on
speculation, surmise, and conjecture; (2) the inference made is manifestly
mistaken; (3) the Court of Appeals committed a grave abuse of discretion; (4)
its judgment is based on a misapprehension of facts; (5) it went beyond the
issues of the case and its findings contravene admissions of the
parties; (6) its findings of fact are contrary to those of the trial court; (7)
the same are conclusions without citation of specific evidence; (8) the facts
set forth in the appellant’s brief are not disputed by the appellee;
and (9) when the findings of fact of the Court of Appeals are not supported by
the evidence or contradicted in fact by the evidence on record.[12]
In the instant appeal, there is a clear disagreement between the respondent
appellate court’s factual findings and those of the trial court. But as
we stated, we must yield to the
conclusions of the latter. In Roque v. Buan,[13] we held:
xxx xxx xxx
If the decision of the Court of Appeals on the controversial matter
suffers, as it does, from some ambiguity, the doubt should be resolved to
sustain the trial court in the light of the familiar and accepted rule that
“the judge who tries a case in the court below, has vastly superior
advantage for the ascertainment of truth and the detection of falsehood over an
appellate court sitting as a court of review.
The appellate court can merely follow with the eye, the cold words of
the witness as transcribed upon the record, knowing at the same time, from
actual experience, that more or less, of what the witness actually did say, is
always lost in the process of transcribing.
But the main
difficulty does not lie here.
There is an inherent impossibility of determining with any degree of
accuracy what credit is justly due to a witness from merely reading the words
spoken by him, even if there was no doubt as to the identity of the words.” (Moran, Comments on the Rules of
Court.)[14]
xxx xxx xxx
We find immaterial, for
purposes of this appeal, the apparent lapse of the petitioner, Elino Clarete, in stating that
“[o]ur verbal contract started since 1953,”[15] in contrast to the petitioners’ averment
that the agreement existed since 1948. The
claims are not necessarily at war with each other. For whether in 1953 or 1948, the existence of
the agreement is not negated.
That the petitioners did
not allege about the oral contract in their original complaint is not fatal to
the cause of the petitioners. It was for
that reason — the omission of that allegation — that the complaint was
amended. Be that as it may, the
amendment resulted in the abandonment of the first complaint.[16] The same cannot therefore be the basis of
any judgment.
We reject, finally, the
respondent Court of Appeals insofar as it holds that Isabel Ariola’s
promise (to sell) does not bind Romana Teodoro “because it is not supported by a
consideration distinct from the price”[17] pursuant to the provisions of Article 1479
of the new Civil Code.[18] That consideration is expressed in Exhibit
“A”, under which the petitioners shouldered all rental expenses
payable by Ariola for her occupation of the
property. This should be distinguished
from a sublease arrangement in which the sublessee’s responsibility as and for rents due the
lessor is subsidiary.[19] But here, the petitioners bound themselves
primarily to answer for those rents.
That is enough consideration to support Ariola’s
promise.
WHEREFORE, the Decision appealed from is REVERSED and
SET ASIDE. The private respondent,
Isabel Ariola, her heirs and assigns, are ordered to reconvey to the petitioners the portion of 80 square meters
of that parcel covered by Transfer Certificate of Title No. 54930 of the
Register of Deeds of Rizal on which the petitioners’
house stands upon payment to them of P865.60.
No costs.
IT IS SO ORDERED.
Melencio-Herrera, Paras,
and Padilla, JJ., concur.
Yap, J., (Chairman), no part; law firm counsel for Petitioner.
* Alvendia,
Carmelino, J.; Enriquez, Juan and Serrano, Eulogio, JJ., Concurring.
** Muñoz-Palma,
Cecilia, Presiding Judge.
[1]
Rollo,
36-42.
[2]
Id., 36.
[3]
Id., Record on Appeal, 159-160.
[4]
Id., 46-47; emphasis in original.
[5]
Id., 8-9.
[6]
Id.
[7]
Id.
[8]
In her answer (Record on Appeal, 134), she
alleged that the assignment of rights under Exhibit “A” was subject
to approval by the Manila Railroad Company, although there is nothing there
that requires such an approval.
[9]
She likewise claimed in her answer (id.,
128) that the building was property owned in common between her and Teodoro.
[10]
SEC. 7.
Evidence of written agreements.
– When the terms of an agreement
have been reduced to writing, it is to be considered as containing all such terms, and, therefore,
there can be, between the parties and their successors in interest, no evidence
of the terms of the agreement other than the contents of the writing, except in
the following cases:
(a) Where a mistake or imperfection
of the writing, or its failure to express the true intent and agreement of the
parties, or the validity of the agreement is put in issue by the pleadings;
(b) When there is an intrinsic ambiguity in the writing.
The term “agreement” includes wills.
[11]
Supra.
[12]
Ramos v. Pepsi-Cola Bottling Company of the Philippines,
No. L-22533, February 9, 1967,
19 SCRA 289 (1967); Roque v. Buan, No. L-22459, October
31, 1967, 21 SCRA 642 (1967); Tolentino v.
De Jesus, No. L-32797, March 27, 1974,
56 SCRA 167 (1974); Alsua-Betts v. Court of
Appeals, Nos. L-46430-31, July 30,
1979, 92 SCRA 332 (1979); Macadangdang v.
Court of Appeals, No. L-49542, September
12, 1980, 100 SCRA 72 (1980).
[13]
Supra.
[14]
At 648.
[15]
Rollo, 46.
[16]
Ruymann and Ferris v. Director of Lands, 34
Phil. 428 (1916).
[17]
Rollo, id., 47.
[18]
Art. 1479. A promise to buy and sell a determinate thing for a price certain is reciprocally demandable.
An accepted unilateral promise to buy or to sell a determinate thing
for a price certain is binding upon the promissor if
the promise is supported by a consideration distinct from the price.
[19]
CIVIL CODE, art. 1652.