MELANIA CALAQUIAN AND JOSEFINA CALAQUIAN-MIRANDA, PETITIONERS, VS. FILINVEST I HOMEOWNERS ASSOCIATION, INC., RESPONDENT.
DIAMANTE, F. N., J.:
Meantime, this Court would like to remind the herein parties that in a Resolution[4] dated May 8, 2014, this Court, without necessarily giving due course to the instant Petition, ordered the respondent, among others, to file its Comment (not a motion to dismiss) within ten (10) days from notice, and for petitioners to file a Reply within five (5) days from receipt of the Comment, if so minded. In the same Resolution, We explicitly announced that upon submission of the said pleadings or the expiration of the period for filing of the same, the present Petition will be deemed submitted for decision, unless this Court requires the filing of Memoranda from the parties. Considering that the respondent had submitted its “Comment (To Petitioner’s Petition for Review dated 12 November 2013)”[5] while the petitioners did not file a Reply thereto (as shown by the verification conducted by the Court of Appeals-Case Management Information System[6]), the present case is now deemed submitted for decision pursuant to this Court’s May 8, 2014 Resolution.
Moving on, the antecedents, as summarized by the OP, are simple, to wit:
“This resolves the appeal of Melania Calaquian and Josefina Calaquian-Miranda (appellants) from the 15 January 2008 Decision of the Housing and Land Use Regulatory Board (HLURB) – Board of Commissioners, which affirmed the 21 September 2001 Decision of the HLURB Homeowners’ Associations Adjudication Task Force (HOAATF). In the main, both decisions had ordered appellants to cease and desist from operating a general or sari-sari store in their residence in Filinvest I Quezon City.
Filinvest I Homeowners’ Association, Inc. (FILHAI) is a non-profit, non-stock corporation composed mainly of homeowners of Filinvest I in Batasan Hills, Capitol District, Quezon City. Its Board of Governors, in the exercise of its powers under the bylaws (sic), promulgated rules and regulations which, among others, prohibited the establishment, operation and management of general and/or sari-sari stores or any other business or commercial enterprise in any of the residential units, and authorized the operation of said enterprises only in three designated locations.
In its complaint filed with the HOAATF, FILHAI alleged that respondents violated said prohibition when they constructed on part of their residence a sari-sari store and continued to operate the same despite the demand for them to cease operations, to the detriment and prejudice not only of FILAHAI but also of the homeowners who operate their own stores at the designated locations within the subdivision. The prohibition is supposedly annotated on the certificate of title covering the property.
Appellants admitted having been in operation of a sari-sari store since 1981, which they transferred in 1995 to the space designated by FILHAI. In 1999, however, they transferred their business back to their residence because they allegedly could not cope with the rental. They posited that the measure was in restraint of trade and amounted to a restriction on the enjoyment of property; that they were unaware of the prohibition; that FILHAI was estopped from enforcing the measure because their business, licensed as it was by the city government whose regulations could never be subordinate to the association’s, had been in operation since 1981; that the establishment of the sari-sari store did not prejudice the rights of FILHAI but in fact even provided convenience to the other association members; that the enforcement of such arbitrary and oppressive regulation would deprive them of their livelihood; and that even when the limitation is annotated on the title, FILHAI nevertheless had no cause of action because it was not a party to the deed of sale executed by Filinvest Land, Inc. in their favor.
The HOAATF ruled in favor [of] FILHAI. On appeal, the HLURB Board of Commissioners affirmed and upheld the validity of the contested rules and regulations. It also pointed out that appellants are estopped by their own deed and admission from questioning the validity of the prohibition as well as from claiming unawareness thereof, because they had been operating their sari-sari store business in the places designated by FILHAI between 1995 and 1999.”[7]
When appealed, the OP rendered the now-assailed Decision and affirmed the January 15, 2008 Decision of the Housing Land and Use Regulatory Board-Board of Commissioners (HLURB-Board). In sustaining the validity of the Rules and Regulations issued by Filinvest I Homeowners’ Association, Inc. (FILHAI) concerning the operation of a sari-sari store within the subdivision, the OP declared that the measure imposed by FILHAI is a regulation and not a prohibition against the operation of general merchandise stores in the subdivision, hence, the petitioners’ claims for unfair competition, restraint in trade and curtailment of proprietary enjoyment is baseless. It added that FILHAI merely implemented the deed of restrictions annotated in the titles of all homeowners to which the latter had acceded upon the execution of the deeds of absolute sale in their favor. The OP pointed out that in accordance with the by-laws of FILHAI, it is authorized to promulgate Rules and Regulations and the same are valid as long as they are not contrary to existing laws or suffer from other substantive and procedural infirmities.
The OP continued to ratiocinate that with the petitioners’ admission (that between the year 1995 and 1999, they had actually rented one of the commercial spaces designated by FILHAI for their sari-sari store business), they are now estopped from questioning the validity of said Regulation. The OP also stressed that on July 28, 1999, the FILHAI demanded them to cease and desist from operation of their sari-sari store at their residence under pain of immediate legal action. Thereafter, they obtained a business permit from the Quezon City Government in relation with the present action and the same apparently only proves that they wanted to use their property for business, a violation of the intent of the deed of restrictions.
Both of the herein petitioners moved to reconsider the foregoing findings but was denied by the OP.[8] Thereafter, the present Petition was filed by Josefina only (sans the other petitioner Melania Calaquian) on grounds that the OP committed grave abuse of discretion when it: a) affirmed the decision of the HLURB-HOA Task Force–finding the same to be supported by substantial evidence and declaring reasonable the Rules and Regulations of FILHAI; and, b) stated that the findings of fact of the Administrative Agencies should be generally accorded great respect.[9]
In the main, Josefina wanted Us to rule on whether the FILHAI’s Rules and Regulations concerning the prohibition against the operation of a sari-sari store in the residential area within the subdivision is valid. In effect, she wanted to impress upon Us that the OP’s findings were misplaced considering that the authority of FILHAI’s Board of Governors to promulgate, adopt and prescribe Rules and Regulations cannot prevail over the provisions of the Constitution, Local Government Code (specifically the Zoning Ordinance of Quezon City) and Penal Laws.[10]
We are not impressed.
This Court is not unaware that FILHAI is properly registered with the Securities and Exchange Commission (SEC) as a non-profit, non-stock corporation. Although its corporate name had undergone a series of amendments, still, its purpose to promote and safeguard the best interests, well-being or welfare of the residents and owners of property units in Filinvest I, Quezon City, has remained. Noticeably, all homeowners in the said subdivision automatically become members of FILHAI. It did not escape Our attention that its affairs are managed and controlled by a seven (7)-member Board of Governors which is empowered to promulgate, adopt and prescribe Rules and Regulations concerning the use or occupancy of the properties within the subdivision. Relative to these powers, the FILHAI, through its Board of Governors, promulgated Rules and Regulations prohibiting the establishment, operation and management of general merchandise and/or sari-sari stores in any of the residential houses in the subdivision but authorized the operation of the same within designated areas only.
Undoubtedly, Josefina, as a homeowner, must abide by the Rules and Regulations issued by FILHAI. In this regard, We quote with approval the OP’s view on the matter when it said:
“xxx [t]he reasonableness of such rules and regulations will be measured only against the legitimate goals sought to be attained by the association. These goals are in fact clearly deducible from the pertinent portion of the assailed measure attached to the complaint: namely, the association’s concerns regarding a system of garbage disposal in store areas and the dispensation of alcoholic drinks therein, the use of store areas as places for drinking and as ‘hang-out’ places, and the noise produced in said places – all of which could hardly be regulated in store establishments located inside residential units without infringing on the homeowners’ proprietary rights.
Indeed, goals intended for the promotion of safety, security, peace, comfort and general welfare cannot be categorized as unreasonable. After all, the essence of community life is association and cooperation because without these, goals affecting the general welfare are hardly attainable. It is for this reason that modern subdivisions are imposing encumbrances upon titles of prospective lot buyers a limitation upon their ownership.”[11]
We find it necessary to remind Josefina that the so-called ‘Deed of Restrictions’ annotated in the titles of all homeowners (to which the latter had acceded upon the execution of the deeds of absolute sale) may partake the nature of a contract of adhesion. Time and again, a contract of adhesion is defined as one where one of the parties imposes a ready-made form of contract which the other party may accept or reject, but which the latter cannot modify. One party prepares the stipulation in the contract, while the other party merely affixes his signature or his ‘adhesion’ thereto, giving no room for negotiation and depriving the latter of the opportunity to bargain on equal footing. These types of contracts have nonetheless been declared as binding as ordinary contracts, the reason being that the party who adheres to the contract is free to reject it entirely.[12] In fine, such agreement is not per se inefficacious. Corollarily, should there be any ambiguity in a contract of adhesion, such ambiguity is to be construed against the party who prepared it. If, however, the stipulations are not obscure, but are clear and leave no doubt on the intention of the parties, the literal meaning of its stipulations must be held controlling.[13] Worth repeating is the fact that contracts of adhesion are not prohibited even as the courts remain careful in scrutinizing the factual circumstances and the situation of the parties concerned in the case to determine the respective claims of contending parties on their efficacy and enforceability.[14]
In the case at bench, when Josefina purchased the subject property located at Filinvest I in Batasan Hills, Capitol District, Quezon City, the deed of restrictions was normally made an addendum or supplement to the deed of absolute sale. We can safely assume that the deed of restrictions were pre-printed and duly annotated on the titles corresponding to the parcel of land purchased and Josefina had affixed her signature thereto to which she cannot feign ignorance of. The stipulations were plain and unambiguous which leave no room for interpretation. As such, Josefina was presumed to have full knowledge and to have acted with due care or, at the very least, to have been aware of the terms and conditions of the contract and that she had actually assented to the stipulations as there was never any objection interposed prior to the actual purchase of the subject property. Verily, she cannot now deny the existence and validity of FILHAI’s Rules and Regulations.
Not even the defense of Josefina that, FILHAI’s rules cannot prevail over provisions of zoning ordinance and penal laws, can shatter Our stand. We find the same misplaced and misleading. This Court is more convinced with the ratiocination put forward by the OP towards this issue:
“Let it be noted at the outset that the measure imposed by FILHAI is, properly, a regulation and not as prohibition against the operation of general merchandise stores in the subdivision in a way that might otherwise validate appellants’ claims of unfair competition, restraint in trade and curtailment of proprietary enjoyment. By designating places where enterprising homeowners may put up and operate their sari-sari store business, FILHAI did not impose an absolute ban on the operation of sari-sari stores in the subdivision; rather, it merely engaged in the implementation of the deed restriction annotated in the titles of all homeowners to which the latter had acceded upon the execution of the deeds of absolute sale in their favor.”[15]
We are likewise not inclined to lend credence to Josefina’s allegation that “[t]he mere fact that the local government of Quezon City has issued to the petitioner business permits, it goes to show that they (sic) were not violating any zoning regulations.”[16] Needless to say that We agree with the OP’s disquisition in this regard:
“xxx The January 18, 2001 business permit issued by the Quezon City government, belatedly obtained by appellants perhaps for purposes of the present litigation, actually fails to promote their cause because it evinces all the more their intent to utilize their property for business purposes—an activity that is not permitted by the deed restriction contained in their certificate of title.”[17]
We find the OP’s conclusion in accord with the evidence on record. A perusal of the facts and evidence presented does not convince this Court to deviate from its declaration and this Court is convinced that the lower tribunal properly appreciated the evidence submitted by both parties. To Us, the preceding quotation shows how this particular issue was properly particularized to meet Josefina’s query, and then correctly adjudicated on both evidential and legal grounds. To avoid repetitions, We opted to adopt the same.
Finally, well settled is the principle that by reason of the special knowledge and expertise of administrative agencies over matters falling under their jurisdiction, they are in a better position to pass judgment thereon; thus, their findings of fact in that regard are generally accorded great respect, if not finality, by the courts.[18] Here, in the absence of evidence to the contrary, We find no reason to depart from the findings of the OP.
WHEREFORE, the present Petition is hereby DENIED. The assailed Office of the President’s April 26, 2013 Decision and September 25, 2013 Resolution in O.P Case No. 08-B-062 (HLURB Case No. HOA-A-030515-0027/HLURB Case No. HOA-99-119) are AFFIRMED.
SO ORDERED.
Dimaampao, J. B., Chairperson and Manahan, C. S., JJ., concur.
[1] Rollo, pages 8-23
[2] Id. at 27-30
[3] Id. at 24-26
[4] Rollo, page 99
[5] Id. at 200-213
[6] Id. at 219
[7] OP’s Decision, unnumbered to page 2; Rollo, pages 27-28
[8] Rollo, pages 24-26
[9] Petition, page 8; Rollo, page 16
[10] Id. at pages 8-11; Id. at 16-19
[11] OP’s Decision, page 3, Rollo, page 29
[12] Provident Insurance Corp. v. Court of Appeals, et al., G.R. No. 118030, January 15, 2004
[13] Pilipino Telephone Corporation v. Delfino Tecson, G.R. No. 156966, May 7, 2004
[14] Pilipino Telephone Corporation v. Delfino Tecson, ibid.
[15] OP’s Decision, pages 2-3; Rollo, pages 28-29
[16] Petition, page 8; Id. at 16
[17] OP’s Decision, page 4; Id. at 30
[18] Solmayor, et al. v. Arroyo, G.R. No. 153817, March 31, 2006