G.R. No. 97255. August 12, 1994
SOLID HOMES, INC., PETITIONER, VS. HON. COURT OF APPEALS, INVESTCO, INC., ANGELA PEREZ STALEY, AND ANTONIO PEREZ, RESPONDENTS.
VITUG, J.:
An action for collection of sums of money, damages and attorney’s
fees was filed with the Regional Trial Court (Civil Case No. 40615) of Pasig by
private respondents Investco, Angela Perez Staley and Antonio Perez Jr. against
petitioner Solid Homes, Inc.
Private respondents averred that, on 07 September 1976, they
sold, under an agreement entitled “contract to sell and to buy,” to
Solid Homes six (6) parcels of land in Quezon City and Marikina, with an area
of 704,443 sq.m., for a total selling price of P10,211,075.00 payable (in
accordance with paragraph 1 thereof), as follows:
“a) P100,000.00, Philippine Currency, as part
down payment upon signing and execution of this contract receipt of which in
full is hereby acknowledged;
“b) P2,042,215.00, Philippine Currency, as down
payment payable on the following dates:
1. July 22, 1977 – P400,000.00
2. October 22, 1977 – 711,107.50
3. January 22, 1978 – 711,107.50
It is hereby agreed that
the above down payment included the first down payment of P199,000.00. Should the FIRST PARTY obtain titles to the
properties above-described after July 22, 1977, the due dates of the down
payment and all subsequent payments on the balance shall be adjusted
accordingly.
“c)
The balance of P8,188,860.00 shall be payable in ten (10) semi-annual
installments for a period of five (5) years and shall earn interest at the rate
of twelve (12%) per annum, the first installment to be due on July 22,
1978. The installment due together with
the Schedule of Payments attached hereto as Schedule ‘A’ and made an integral
part of this contract (Exh. A).[1]
The second paragraph of Exhibit “A” stipulated that
should Solid Homes fail to pay any of the installments on their respective due
dates, an interest of one percent (1%) per month on the defaulted amount would
be paid for up to two months or pro-rata thereof;
thereafter, should the installment due, as well as the interest thereon, still
remain unpaid, the entire balance of the purchase price would then become
immediately due and demandable. Such
due and demandable sum would be payable within thirty (30) days, counted from
the expiration of the 2-month period, without further need for judicial action.
Private respondents asserted that Solid Homes violated the terms
of the agreement by refusing to pay the balance of P4,800,282.91 and by failing
to negotiate a settlement with the tenants and squatters of the property
despite its receipt from Investco of P350,000.00 for that specific purpose.
The trial court rendered judgment on 14 February 1985; the
dispositive portion read:
“WHEREFORE, judgment is hereby rendered ordering the defendant
to pay the plaintiffs:
“1) The amount of
P4,800,282.91 with interest thereof at the rate of one percent per month from
February 23, 1981, until fully paid;
“2) The amount of
P99,559.00 representing cost of science and transfer taxes which defendant
credited to its account with interest at the legal rate from the filing of the
complaint;
“3) The amount of
P250,000.00 to cover attorney’s fees and litigation expenses.”[2]
On appeal, the Court of Appeals (CA-G.R. CV No. 13400), modified
the trial court’s judgment and rendered its own decision, dated 21 January
1991, resolving thusly:
“PREMISES CONSIDERED, the judgment of the trial court is
hereby modified by ordering defendant-appellant to pay plaintiff the amount of
P4,800,282.91 with interest thereon at the rate of one percent per month from
March 22, 1982. The amount of
attorney’s fees is hereby reduced from P250,000.00 to P50,000.00. The decision is AFFIRMED in all other
aspects.”[3]
In the instant petition for review, petitioner Solid Homes argues
(a) that the Court of Appeals should not have awarded attorney’s fees, there
being an absence of any special finding of fact to justify such award, and (b)
that it erred in declaring due and demandable the entire unpaid balance still
owing to private respondents.
The Second Division of this Court required respondents to comment
on the petition in its Resolution of 22 April 1991. Meanwhile, Atty. Alejandro Barin withdrew as counsel for
respondents Investco, Inc., Angela Perez Staley and Antonio Perez, Jr.[4]
We required private respondents to submit the name and address of their new
counsel; to this day, no compliance has yet been made. In our resolution, dated 01 December 1993,
we required the parties to move in the premises and to advise the Court whether
“supervening events may have rendered this case moot and academic.”[5]
Petitioner submitted its compliance and manifested thusly:
“In the meantime, on April 15, 1985 before judgment was
rendered by the RTC in Civil Case No. 40615 Investco, Inc. (respondent herein) sold the very same parcels
of land involved in said case, in favor of Armed Forces of the Philippines
Mutual Benefit Association, Inc. (AFPMBAI)
“Solid Homes, Inc. (herein petitioner) filed Civil Case No.
Q-46570 RTC Quezon City entitled ‘Solid Homes, Inc., plaintiff versus AFPMBAI,
Investco, Inc. and the Register of Deeds of Quezon City covering titles
registered in Quezon City and Civil Case No. 52999 Solid Homes, Inc., plaintiff
versus AFPMBAI, Investco, Inc., and Register of Deeds for Pasig covering titles
registered in Pasig, Metro Manila, both for nullification of the said second
deed of sale over the same properties involved in the instant case.
“Quezon City RTC Civil Case No. 46570 was decided in favor of
plaintiffs, Solid Homes, Inc.; on appeal, the Court of Appeals (CA G.R. No.
22365) reversed the decision; same was elevated to the Supreme Court where it
is pending in SC G.R. No. 100437.
“Pasig RTC, Civil Case No. 52999 was decided in favor of
plaintiff Solid Homes, Inc.; defendants appealed to the Court of Appeals (CA
G.R. No. 27398), which affirmed the RTC Decision; on the main cause of action
Petition for Review by this to this Honorable Court is pending under G.R. No.
104769.
“Under the circumstances, herein petitioner, in compliance
with the Resolution dated December 1, 1993, hereby manifests that supervening
events since the Petition herein was filed has not rendered this case as moot
and academic, considering that the issue involved is the amount to be paid in
SOLID HOMES, INC. as balance on the consideration of the original sale by
Investco, Inc. to it and the concomitant transfer of titles to the latter upon
payment thereof, whereas in G.R. No. 100437 and G.R. No. 104769, the issue is
whether the second buyer AFPMBAI had actual or constructive notice of the prior
sale by Investco, Inc. to herein Petitioner, Solid Homes, Inc.”[6]
As of this late
date, the Court has yet to hear from private respondents. Given the premises, and in order to permit
this case to be finally resolved and terminated, the required comment on the
petition for review should now be, as it is hereby, dispensed with.
Article 2208 of the Civil Code allows attorney’s fees to be
awarded by a court when its claimant is compelled to litigate with third
persons or to incur expenses to protect his interest by reason of an
unjustified act or omission of the party from whom it is sought. While judicial discretion is here extant, an
award thereof demands, nevertheless, a factual, legal or equitable
justification. The matter cannot and
should not be left to speculation and conjecture (Mirasol vs. De la Cruz, 84
SCRA 337; Stronghold Insurance Company Inc. vs. Court of Appeals, 173 SCRA
619).
In the case at bench, the records do not show enough basis for
sustaining the award for attorney’s fees and to adjudge its payment by
petitioner. On the contrary, the
appellate court itself has found that petitioner’s act of withholding payment
could not be said to be all that unjustified. The disagreement of the parties on the demandability of the amount still
due and the accrual date of interest has persisted largely because of
supervening circumstances and the perceived inexplicitness of the contract
itself. The decision of the appellate
court, has, in fact, reversed that of the trial court on the imposition of
interest from 23 February 1981, thus upholding, which we similarly find to be
in order, the position of petitioner that the accrual date should instead start
only on 28 March 1982.
Relative to the demandability of the entire unpaid balance, we
agree with, and so adopt as our own that of respondent court; viz:
“The amount actually paid on account of the contract to buy
and sell (Exh. A or 1) is not an area of controversy in the first cause of
action. The sum of P2,042,215.00
corresponding to the downpayment, as well as P4,084,430.00 with respect to the
first four semi-annual installments and a portion of the fifth installment, had
been received making a total of P6,126,645.00. It is conceded that a balance of P4,800,282.91 is left unpaid. The dispute is with respect to the period
when defendant had defaulted and, consequently, when payment of interest shall
begin. The plaintiffs claim that said
period should start on February 23, 1981; while the defendant contends that the
period must be adjusted should the titles be obtained by the plaintiff
corporation after July 22, 1977, as provided in Par. 1(b) of the contract to
sell and to buy. Considering that
titles were actually transferred to Investco, Inc. between March 21 to March
28, 1979, the defendant avers that the original schedule of payment must not be
followed and the 5th installment shall only be due on March 22, 1982.
“x x x
“It is undisputed that appellant Solid Homes had made a total
payment of P6,126,645.00 leaving a balance of P4,800,282.91, which refers to
the 6th to the 10th installments. Of
the 5th installment due on July 22, 1980, the following payments were made by appellant:
Oct. 30, 1980 to Nov. 10, 1980 P150,000.00
Nov. 18, 1980 to Dec. 10, 1980 270,000.00
Dec. 18, 1980 to Jan. 14, 1981 101,853.12
Jan. 20 to Feb. 12, 1981 95,000.00
Feb. 16 to Feb. 19, 1981 115,000.00
P731,853.12
“Thereafter, no further payment was made by appellant
contending that under the provisions of paragraph 1(b) of the contract, the
payment schedule should be adjusted. The said provision states as follows:
“Par. 1, sub-par. (b)
“‘Should the FIRST PARTY (plaintiff Investco) obtain titles to
the properties above-described after July 22, 1977, the due dates of the
downpayment and the subsequent payments on the balance shall be adjusted
accordingly.’
“Admittedly, the subject titles were obtained during the
period of March 21, to March 28, 1979, or after July 22, 1977 (Exhs. D to 1 and
Exhs. 2 to 10). Thus, implementing par.
1(b) of the Contract, the due dates of payments should have been adjusted as
follows:
“Due Dates
Per Contract Installment Adjusted
Schedule A Number Due Dates
Downpayment
July 22, 1977 March 28,
1979
October 22, 1977 June
08, 1979
January 22, 1978 September
28, 1979
Balance
July 22, 1978 No.
1 March 08, 1980
January 22, 1979 No.
2 September 28, 1980
July 22, 1979 No.
3 March 28, 1981
January 22, 1980 No.
4 September 28, 1981
July 22, 1980 No.
5 March 28, 1982
January 22, 1981 No.
6 September 28, 1982
July 22, 1981 No.
7 March 28, 1983
January 22, 1982 No. 8 September 28, 1983
July 22, 1982 No.
9 March 28, 1984
January 22, 1983 No.
10 September 28, 1984
“In view of the adjustment of due dates in accordance with
par. 1(b) of the Contract payments made should correspond to the adjusted
dates. Thus, the payment on the 4th
installment which is supposed to have been made on January 22, 1980, should be
credited on September 28, 1981, and the next payment on the 5th installment
which should have been made on July 22, 1981 under the contract would have to
be credited on March 28, 1981, the adjusted due date.”[7]
It is but proper, therefore, to indeed declare 28 March 1982 to
be the due date for the payment of the 5th installment. The total amount of P731,853.12,
representing payments for the 5th installment made by petitioner, should
rightly be credited on 28 March 1982, the adjusted due date. Since no payment appears to have been made
after 1981, petitioner should thereby be likewise held in default in the
payment of the 6th to the 10th installments. Under the terms of the contract, hereinbefore recited, petitioner’s
default has effectively activated the acceleration clause of the contract, and
we see no error on the part of the appellate court in ordering petitioner to
pay the entire unpaid balance of P4,800,282.91 with interest thereon at the
rate of 1% per month to be computed from 22 March 1982.
WHEREFORE, except on the award of attorney’s fees which is
hereby DELETED, the decision of the Court of Appeals is AFFIRMED. No costs.
SO ORDERED.
Bidin, Romero, and Melo,
JJ., concur.
Feliciano, J., (Chairman), in
the result.
[1]
Rollo, p. 38.
[2]
Rollo, p. 37.
[3]
Rollo, p. 44.
[4]
Rollo, p. 50, Compliance and Manifestation.
[5]
Rollo, p. 56.
[6]
Rollo, pp. 58-59.
[7]
Rollo, pp. 39-41.