ALEX G. LEE, PETITIONER, VS. HON. SALVADOR P. DE GUZMAN, JR., REGIONAL TRIAL COURT OF MAKATI, BRANCH 142 AND MOTORCARS, INCORPORATED, RESPONDENTS.

On November 8, 1983, a free-lance salesman of respondent
Motorcars, Inc., (then Delta Motors Corporation) named Arsenio
Tumibay signed in behalf of Domingo Tupaz its Branch Manager in Makati,
a price quotation (Exhibit “A”) and delivered to petitioner Alex B. Lee for the
sale of one (1) unit Toyota Corolla Liftback, 1983
model, with the quoted price of P149,700.00 plus
miscellaneous expenses of P10,033.00.  On
the same date, petitioner Lee as customer, signed the
vehicle sales order (Exhibit “C”).  The
delivery of the subject vehicle was within the month of November, 1983.

In view of such order, petitioner Lee deposited the amount of
P1,000.00 on November 10, 1983 as required in the aforesaid price quotation, to
which Tumibay wrote petitioner the information that
the Motorcars Inc., had acknowledged receipt of the delivery receipt for
petitioner.  Thereupon, on December 15, 1983, petitioner’s
counsel, Atty. Doroteo A. Dadal,
wrote Mr. Nicolas O. Carranceja, Jr., Executive
Vice-President of Motorcars, demanding for delivery of
the said Toyota car.  The respondent
car company replied on December 19, 1983, through its counsel Atty. Benjamin S.
Benito, that due to the sudden change of prices by the car manufacturer, they
had decided to exercise the option contained in the vehicle sales order,
(Exhibit “C”) which states:

“Whenever deposits are made by customers for vehicles, parts and
services ordered, the sales for such vehicles, parts or services shall be at
the option of Motorcars, Inc., and refund of the deposits shall be made upon
request and without undue delay should such option be exercised.” (p. 21, Rollo)

The respondent car company thus offered
to refund petitioner’s deposit of P1,000.00.  Part of the vehicle sales order also reads, viz:

“This order is not valid unless signed and accepted by the dealer
principal, President, Executive Vice President or General Sales Manager of the delearship x x x” (supra)

The trial court rendered judgment in favor of respondent car
company ruling as follows:

“Exhibit ‘A’ is merely a quotation offered by defendant’s sales
representative.  Exhibit ‘C’, the vehicle
sales order, was not signed and accepted by defendant’s President, Executive
Vice President, nor its General Sales Manager, hence, not valid because it
exercised the option in Exh. ‘1’ beforestated, due to sudden change of prices by the car
manufacturer (Exh. ‘2’).  Exhibit ‘C’ which contains Exhibits
‘1’ and ‘1–A’, having been signed by plaintiff binds him alone.  There was no perfected contract in accordance
with Article 1318, Civil Code.” (p. 21, Rollo)

Petitioner was ordered to pay respondent
P5,000 for damages and attorney’s fees.

Expectedly dissatisfied with the aforesaid court’s ruling,
petitioner appealed to the Court of Appeals which reversed the decision appealed
from ruling that there was a perfected contract of sale, and that there was the
undisputed signature of one Mr. Domingo Tapas, the
branch manager of Motorcars.  Thereupon,
the Court of Appeals ordered respondent company to deliver to petitioner the
subject vehicle upon payment by the latter of the amount of P149,700.00 and the amount of P8,833.00 for Miscellaneous Expenses and/or Incidental
Charges.  Thus, respondent
appealed to this Court, docketed as G.R. No. 77992.

In this Court’s resolution dated August 31, 1987, through the Third Division, the decision
appealed from was affirmed, and the petition was denied.  This Court ruled:

“The issue of whether or not there was a perfected contract of sale
appears to have been correctly decided by the respondent court.  This Court also finds no reason to disturb
the ruling of the respondent court on the factual issue of whether or not the
branch manager could bind the petitioner.

“It appearing that the findings of fact of the respondent court are
supported by substantial evidence and there being no showing that its decision
is not in accord with law or jurisprudence, the COURT RESOLVED to DENY the
petition.” (p. 32, Rollo)

When the case was remanded to the trial Court, petitioner filed a
Motion for Writ of Execution.  Instead of
complying with the Order of the court, respondent company filed a motion to
quash writ of execution.  Said motion was
anchored on the premise that the obligation has become impossible to comply on
the ground that the Delta Motors Corporation has closed shop.  Petitioner opposed the quashal
of the Writ of execution and consequently, the motion to quash was denied.  An alias writ of execution was filed by petitioner, but respondent company continued to
defy the Order of the Court.  Petitioner filed
a motion for contempt of court for the stance of the respondent company was
contumacious in nature.  Respondent
company filed an opposition thereto reiterating the grounds relied on in the
Motion to quash writ of execution. 
Respondent trial court issued the questioned Order, dated August 10,
1989, which was adjudged favorably for the respondent company, which order as
alleged by the petition, was totally at war with the previous order granting
the alias writ of execution.

Hence, this petition for certiorari with
mandamus.

Two issues are presented by both parties for Our
consideration.  They are:

1.       Whether or not the
decision rendered by the Court of Appeals and affirmed by the Supreme Court is
capable of performance and can by judiciously executed; and

2.       Whether or not the
corporation officers are liable for contempt.

The Court takes notice of the fact that as alleged in the Comment
and Memorandum of respondent company and contained in the questioned order,
which is not disputed by the petitioner, that while the Motion for Contempt was
pending before the respondent trial court, petitioner indicated his willingness
to accept a second-hand car but failed to show its availability as the
classified ads refer to 1984 Models and could not be said that they are the
same models as what appears in Exhibit “C”, the sales order.  In addition, respondent car company even
offered the amount of P20,000 as a gesture to buy
peace.

It is the contention of the petitioner that the obligation is not
impossible for the 1983 Toyota cars
are still available in the market today. 
It is however the contention of respondent company that the obligation
is impossible for the car manufacturer had closed shop and no longer
manufacturing 1983 models of Toyota much less deliver the car specified in
Exhibit “C”.

The question is, should respondent
Motorcars be made liable to fulfill a seemingly impossible obligation?

It is well-settled that when after a judgment has become final
and executory, facts and circumstances transpire
which render its execution impossible or unjust, the interested party may ask a
competent court to stay its execution or prevent its enforcement.1

We find that respondent Court did not act with grave abuse of discretion
in denying the motion for contempt.

Unfortunately it is not possible for Motorcars to comply with the
writ of execution since admittedly, the then Delta Motors who manufactured 1983
models of Toyota Liftback had already closed shop,
but be this as it may, there is no question that indeed there was a perfected
contract of sale between petitioner Lee and private respondent Motorcars
pursuant to this Court’s (through the Third Division) resolution dated August
31, 1987.

The relief left for petitioner Lee is that found under Article
1170 of the Civil Code which provides: 
“(T)hose who in the performance of their
obligations are guilty of fraud, negligence or delay, and those who in any
manner contravene the tenor thereof, are liable for damages.”

The reply letter of private respondent company dated December 19, 1983 which said that
“due to the sudden change of prices by the car manufacturer, they have decided
to exercise the option x x x” did not relieve Motocars from the contract had entered into with petitioner Lee. 
There was therefore delay in the delivery of the subject vehicle which
entitles petitioner to be awarded damages. 
The records show that the subject vehicle should have been
delivered within the month of November, 1983 (Annex C, Records).

Considering the circumstances attendant to this case, a total amount of damages worth Fifty
Thousand Pesos (P50,000.00) would be
reasonable, twenty thousand pesos (P20,000.00) of which as temperate
damages^[1]
inclusive of attorney’s fees and the remaining
thirty thousand pesos (P30,000.00) as exemplary damages.^[2]

PREMISES CONSIDERED, insofar as the denial of the motion
for contempt by the lower court, dated August 10, 1989 is concerned, the
petition for certiorari with mandamus is hereby DISMISSED, but
the respondent is ordered to give to the petitioner the amount of damages
adverted to in the next preceding paragraph.

SO ORDERED.

Melencio-Herrera, (Chairman),
Padilla, Sarmiento, and
Regalado, JJ., concur.

1 Ocampo
v. Sanchez, 97 Phil. 473; Ang v.
Navarro, L-44909, January 31, 1978.

^[1]
Art. 2224.  Temperate or moderate damages, which are more
than nominal but less than compensatory damages, may be recovered when the
court finds that some pecuniary loss has been suffered but its amount can not,
from the nature of the case, be proved with certainty.

^[2]
Art. 2232.  In contracts and quasi-contracts, the court
may award exemplary damages if the defendant acted in a wanton, fraudulent, reckless, oppresive, or
malevolent manner.