24.tropical homes v. ca

8/9/2019 24.Tropical Homes v. CA

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SECOND DIVISION

[G.R. No. 111858. May 14, 1997]

TROPICAL HOMES, INC., petitioner, vs. THE HONORABLE COURT OFAPPEALS PEOPLE!S HOMESITE AN" HOUSINGCORPORATION,respondents.

" E C I S I O N

ROMERO, J.:

Assailed in this petition for review is the decision of the Court of Appeals datedSeptember 14 1!!" rendered in CA#$%&% CV "4!'! which affirmed in toto the awardb( the trial court of a sum of mone( with le)al interest li*uidated dama)es and costs of suit in favor of private respondent +EO+,E-s .O/ESI0E AND .OSIN$CO&+O&A0ION 2hereinafter 3+..C% 516

0he records reveal that on December 71 1!84 +..C sold twelve 217 parcels of land 2the properties in +ara9a*ue &i:al with an area of more or less one hundred21;; hectares and covered b( 0ransfer Certificates of 0itle 20C0s Nos% 11'<1<11'<1' 11'<1! 11'<7; 11'<7" 11'<74 11'<7= 11'<78 11'<7< 11'<7' 11'<7!issued in the name of +..C to petitioner for a consideration of +4%7; million whichamount was later reduced to +"%4= million when the former credited to the latter the

sum of +<=;;;;%;; representin) pa(ments b( petitioner-s predecessors#in#interestthe >etter ,ivin) Inc% and the Earthwealth 2+hil% ,td% to +..C% 0he contractstipulated amon) other thin)s that the +"%4= million would be paid in the followin)manner?

3@@@ @@@@@@

2) Upon the execution and registration of this final Deed of Sale with Mortgage, the

balance of P3,48,!"2# shall then be paid as follows$

a) P%,&2&,'! shall be paid upon the said signing and registration of this final Deedof Sale with Mortgage and the re(aining balance thereafter shall be paid within %8

(onths fro( signing of this contract and in eual a(orti*ation as follows$

%! P'&4,%++!+8 within the first six +) (onths-

2! P'&4,%++!+8 within the next six +) (onths-

http://sc.judiciary.gov.ph/jurisprudence/1997/may1997/111858.htm#_edn1






3! P'&4,%++!+8 within the last six +) (onths of the ter( of pa.(ent!

@@@@@@ @@@3

0he parties also a)reed 3that the failure on the part of the 0ropical to pa( the firstamorti:ation or installment as a)reed upon will render immediatel( due anddemandable the whole amount of the consideration herein and the +..C ma(thereafter foreclose its mort)a)e as hereinafter provided% In case of resort to courtaction to enforce its ri)hts the +..C shall further be entitled to li*uidated dama)ese*uivalent to 7= of the entire amount due without need of provin) actual dama)es inaddition to le)al interests and other le)al char)es that ma( be found due the +..C%3 5"6

+ursuant to their a)reement petitioner should have paid +..C the amountof +1<7<=;;%;; upon re)istration of the Deed of Absolute Sale with /ort)a)e 2thecontract with the &e)ister of Deeds of &i:al on Bebruar( 17 1!8= and the amountof +=<4188%8' not later than ul( 17 1!8=% +etitioner however onl( paid +..C the

amount of +1=;;;;%;; on December 71 1!84 and the amount of +1;;;;;;%;; on April 7; 1!8=% Several other pa(ments were later made but not in accordance with themanner of pa(ment stipulated in the contract%

Despite these breaches +..C suprisin)l( never foreclosed its mort)a)e on theproperties% +etitioner-s continuin) non#compliance with the terms of the contracthowever soon prompted +..C to mae a written demand dated September 7" 1!8=re*uirin) the former to pa( and settle its account amountin) to +11=1888%8' at thetime% 0his demand however apparentl( went unheeded as petitioner still failed tocompletel( settle its account and fulfill its undertain) under the contract althou)h itmade toen pa(ments from time to time% 0hus as of April 1= 1!8< petitioner-s accountalread( totalled +1'884=4%17 inclusive of all interests which accrued up to Au)ust 4

1!88 and in the period from Au)ust = 1!88 until April 1= 1!8< as shown b( >ill No% ="#8< dated April 1!8< reproduced below?

/ill 0o! '31+&, pril %2, %+&

o pa.(ent of balance of selling price of %,,! s! (! of Para5aue Propert.,

per attached state(ent, as follows$

Selling price of %,,! s! (! 6!!! P4,2,!

7ess$ (ounts paid b. arth1

wealth 9 /etter 7i:ing, ;nc! 666!

&',!

(ount transferred to





ropical <o(es, ;nc 666666 3,4',!

=;nterest up to ugust 4, %++ 66 %+,8%'!3

o t a l 66666666666666 3,''+,8%'!3

7ess$ otal paid 6666666666! %,&+',%+!2

Selling price unpaid as of

ug! 4, %++ 66666666!

%,&%,+4+!&3

=dd$ ;nterest accrued

ug! '>++1pril %'>+&)! 6666

&4,8&!3

otal account as of

pril %', %+& 66666666 P %,8++,4'4!%2

0?$ Dail. interest @ +A per

annu( on P%,&%,+4+!&3$

P24!'2!

+etitioner proposed to settle said total account with its approved $SIS loanof +1<14;;;%;; and with respect to the balance of +1=74=4%17 it offered as securit(two 27 time deposit certificates in the amount of +7;;;;;%;; conditioned upon therelease of the mort)a)e lien on its 0C0 No% 14;'7!%

pon +..C-s acceptance of this proposal petitioner transferred its $SIS creditmemo whereb( the proceeds of its $SIS loan in the amount of +1<14;;;%;; were

applied to its outstandin) account with +..C 0ropical then indorsed to +..CCertificate of 0ime Deposit Nos% 7174 and 7148 issued b( the Overseas >an of /anilaas securit( for the balance of +1=4771%77 +..C in turn released 0C0 No% 14;'7!from the mort)a)e% 0hereafter +..C authori:ed petitioner to secure a suret( bond to)uarantee the pa(ment of interest that ma( be found due upon adFudication b( the then$eneral Auditin) Office%



Ghen +..C subse*uentl( demanded pa(ment of the remainin) +1=4771%77however petitioner obFected claimin) that it had made an overpa(ment of +7!18<%7;because it was not liable to pa( interest on the unpaid balance of its account with+..C an alle)ation which was of course denied b( the latter% Gith no settlement insi)ht these conflictin) claims eventuall( reached the Office of the Auditor $eneral

which in a decision dated anuar( ' 1!<; reFected +..C-s claim to further pa(mentas well as petitioner-s claim for reimbursement or refund of alle)ed e@cess pa(ments% 546

Apparentl( dissatisfied with the decision +..C appealed to the Office of the+resident and successfull( secured a favorable modification of the said rulin) to theeffect that its acceptance of the $SIS credit memo did not wipe out its claim a)ainst0ropical for accrued interests%5=6 Despite denial of its motion for reconsideration anddemand to pa( b( +..C however petitioner obstinatel( refused to settle its obli)ationpromptin) +..C to file an action a)ainst petitioner on December 78 1!<4 for collection of its credit which it claimed had reached +718!=1%7" as of anuar( "11!<4 in addition to le)al interest on the principal sum of +1=4771%77% +etitioner admitted all the factual alle)ations in +..C-s complaint e@cept its liabilit( for li*uidated

dama)es and the amount of +1=4771%77 as well as the alle)ation that its unpaidaccount was alread( in the sum of +718!=1%7"% It ar)ued that the passa)e of +..C>oard &esolution No% ';1 BH 1!8=#1!88 2the resolution on April 14 1!88 586 constitutedan amendment of the contract as to the manner of pa(ment and that it had the effect of a valid waiver on the part of +..C to char)e an( accrued interest% As counterclaimpetitioner pra(ed for the pa(ment of +7!18!%7; representin) the sum it had alle)edl(overpaid to +..C%

After +..C filed its Answer to petitioner-s compulsor( counterclaim the &e)ional0rial Court of ue:on Cit( >ranch '< scheduled a pre#trial conference on /a( '1!<=% On said date +..C-s assistant )eneral mana)er and counsel appeared while

onl( petitioner-s counsel attended% 0he latter presented a Special +ower of Attorne(2S+A e@ecuted b( his client authori:in) him 32to appear for and in its behalf in theabove#captioned civil case in all circumstances where its appearance is re*uired and tobind it in all said instances%3 5<6 0he trial court however was not satisfied with thesufficienc( of the S+A and declared petitioner in default% Disma(ed b( the order of default petitioner filed a special civil action for certiorari before this Court *uestionin)the trial court-s alle)ed )rave abuse of discretion% Bor unnown reasons a decision)rantin) the writ pra(ed for was finall( rendered on Bebruar( 74 1!'! or after fourteen214 lon) (ears%5'6

Bollowin) this Court-s directive the trial Fud)e scheduled the case for pre#trial% On/arch 8 1!!; the parties a)reed to submit the case for Fud)ment on the pleadin)s%

Accordin)l( after their respective /emoranda had been filed the trial court rendered itsdecision5!6 on Au)ust 71 1!!1 the decretal portion of which states as follows?

BC<E?, Fudg(ent is hereb. rendered as pra.ed for in the co(plaint, ordering

the defendant %) to pa. to the plaintiff the a(ount of P2%+,'%!23, plus legal interest

in the a(ount of P%'4,22%!22, starting fro( Eebruar. %, %&4 until the ti(e of full

pa.(ent thereof- 2) to pa. to the plaintiff liuidated da(ages eui:alent to 2'A of
















the said a(ount of P2%+,'%!23 and the interest that ha:e accrued up to the filing of

the co(plaint- and to pa. costs of suit!

; ;S S? ?DD!B

A))rieved b( the decision of the court a quo petitioner elevated its case to theCourt of Appeals but met the same fate when the appellate court affirmed and virtuall(adopted the decision of the trial court% 51;6 +etitioner would now have this Court reversethe fore)oin) decisions%

Ge find no co)ent reason to disa)ree with the decisions of the trial and appellatecourts hence this petition must fail%

0he core of petitioner-s ar)uments is that the resolution constituted anabandonment or a waiver of le)al interest which would otherwise accrue or mi)ht haveaccrued under the terms of the contract% +rescindin) from this premise petitioner lo)icall( computed its liabilit( to +..C sans interest% It ar)ued that if the amount it had

alread( paid 2+1<8=18!%7; were added to its $SIS loan of +1<14;;;%;; which wascredited to its account with +..C the balance would be +"4<!18!%7; or +7!18!%7;more than the a)reed purchase price of +"4=;;;;%;; clearl( an overpa(ment for which it is entitled to a refund%

+etitioner-s flawed lo)ic is devoid of an( persuasive value% Contrar( to its posturethe terms of the resolution are bereft of an( cate)orical or even implicit indication that+..C abandoned or otherwise waived its ri)ht to collect le)al interest arisin) fromdefault as well as li*uidated dama)es% 0he resolution simpl( states?

BS?7GD, that in :iew of the sincere (anifestation of the ropical <o(es, ;nc! to

(eet its obligations with the P<<H in accordance with the conditions of the Hontract perfected on Dece(ber 2%, %+4 between the ropical <o(es, ;nc! and the P<<H,

and because the P<<H is cogni*ant of the tight (one. situation, the following

a(end(ents in the aforesaid Hontract as to the (anner of pa.(ent, are herein

incorporated$

%! hat the P<<H accepts an increased partial pa.(ent of P2',! fro(

the ropical <o(es, ;nc!

2! hat the P<<H Foins the ropical <o(es, ;nc! in negotiating with the IS;S

for a debit>credit of each otherJs account for the su( of P%,,!- but itis understood that the responsibilit. of securing the IS;S appro:al re(ains

with the ropical <o(es, ;nc! and which appro:al (ust be secured within a

period of ninet. ) da.s fro( date hereof!

3! hat with respect to the outstanding balance still due to the P<<H, the

P<<H hereb. stipulates that the sa(e be a(orti*ed in twel:e %2) eual





(onthl. install(ents, the first install(ent pa.(ent to begin on Ma. 2%,

%++!B"%%# Underscoring supplied)!

A careful readin) of the above resolution discloses petitioner-s continuin) obli)ationunder the contract% No new obli)ation was created b( the resolution which could have

superseded the ori)inal contract% Nowhere is there an e@plicit statement b( +..C of itsintent to abandon or waive an( interest accruin) in its favor% Instead what appearsunmistaable on its face is the patent intention of +..C to constitute the terms statedthereunder as mere amendments as re)ards the manner of payment which was tobe incorporated in the ori)inal contract% >( no stretch of the ima)ination can the termsbe construed as an abandonment or waiver b( respondent of pa(ments still due to it%

Evidentl( the parties to the contract merel( intended to restructure the pa(mentscheme of the outstandin) account still due and owin) to +..C% +a(ment of allaccrued interests was no lon)er mentioned since these were alread( covered b( thecontract as amended b( the resolution% 0he contract provided that failure on the part of petitioner to pa( the first amorti:ation or installment shall amon) other thin)s result inthe liabilit( to pa( additional le)al interest on the principal amount% 0his bein) the caseit would be superfluous to specif( that the outstandin) balance due includes accruedinterests% 0he omission of accrued interests contrar( to petitioner-s assertion stressesthe fact that +..C had no intention of abandonin) or waivin) them otherwise it wouldhave so stated in the resolution itself% Interest clauses are so vital in an( contractprovidin) for transfer of properties or monies that it would be recless to hold that themere failure to specificall( include such item in an a)reement ipso facto amounts to awaiver% A waiver to be valid and effective must in the first place be couched in clear and une*uivocal terms which leave no doubt as to the intention of a person to )ive up ari)ht or benefit which le)all( pertains to it% In the second place a waiver ma( notcasuall( be attributed to a person when the terms thereof do not e@plicitl( and clearl(

prove an intent to abandon a ri)ht vested in such person% 5176 0hese rules appl( with e*ualforce in the instant case%

+etitioner itself admitted in its Answer51"6 and reiterated in this petition5146 that it failedto compl( with its undertain) under the contract% Conse*uentl( it cannot e@pect andtheori:e now that its onl( outstandin) obli)ation is still the difference between thepurchase price of +"%4= million and the sum of all pa(ments it made to +..C% Onaccount of its multiple defaults and perennial breaches of the terms of its contract with+..C its obli)ation is no lon)er limited to the pa(ment of the principal but includespa(ment of le)al interest thereon as punitive dama)es% 51=6 0his is precisel( the reasonwh( we cannot a)ree with petitioner-s posture that upon pa(ment of a total

of +1<8=18!%7; it would now be obli)ated to pa( onl( +18'4'";%;; or the balanceof the purchase price which is +"%4= million% +etitioner-s computation is to sa( the leastbasicall( self#servin) and misleadin) premised as it is on an erroneous assumption thatwhat is onl( due to +..C is Fust the principal amount and that accrual of le)al interestpermanentl( ceased upon passa)e of the resolution%

0he amendment introduced b( the resolution is a remedial measure on the part of +..C to restructure the mode of pa(ments b( petitioner so that it could settle itsoutstandin) obli)ation in spite of its delin*uenc( in pa(ment% Ghat is actuall( sou)ht to














be amended is onl( that portion of the contract re*uirin) petitioner to mae adownpa(ment of +1<7<=;;%;; and to pa( three 2" e*ual amorti:ations within a periodof ei)hteen 21' months% /oreover the mode of pa(ment under the contract wasimpliedl( amended b( the parties upon +..C-s acceptance of petitionerJs proposalre)ardin) the application of its $SIS loan to the credit balance% .ad it been the true

intention of +..C to relin*uish its ri)ht to the interests it could have so declared inclear e@plicit and une*uivocal terms or in words which unmistaabl( reveal saidintention% >ut as earlier ruled no such intent was evident or ma( even be surmisedfrom the words of the resolution%

Neither can 0ropical rel( on novation in this particular case% 0he attendant facts donot mae out a case of novation% Article 17!7 of the Civil Code clearl( provides that 32inorder that an obli)ation ma( be e@tin)uished b( another which substitutes the same itis imperative that it be so declared in une*uivocal terms or that the old and newobli)ations be on ever( point incompatible with each other%3 5186 In the case at bar no newobli)ation was constituted which is intended to substitute the ori)inal contract% 0here isan outri)ht confirmation of the obli)ation still owin) b( petitioner to respondent% 0here is

liewise nothin) in the resolution which e@pressl( declares a substitution of contract or an incompatibilit( on ever( point between the resolution and the ori)inalcontract% ,iabilit( for accrued interests and an amendment on the manner of pa(mentare two entirel( different thin)s which are not at all inconsistent with each other% 0hefirst deals with acomponent or item of petitioner-s liabilit( irrespective of the manner inwhich that liabilit( is to be e@tin)uished while the second determines how a liabilit(under the contract whether it be for pa(ment of principal or interest ma( be satisfied%0he( can stand to)ether and even complement each other notwithstandin) a chan)e inthe mode of pa(ment%

In li)ht of the fore)oin) +..C-s computation of petitioner-s liabilit( is well#

supported% Since it is be(ond cavil that petitioner defaulted several times in itspa(ments prior to April 14 1!88 the date the resolution was passed and that interestarisin) from default accrued in accordance with the contract the resultin) outstandin)account has of necessit( to be )reater than the contracted obli)ation of +"%4= millionthe cap thereon representin) interest as shown b( >ill No% ="#8<% Such interestcontinued to accrue until April 14 1!88 as lon) as petitioner was in default% 0heresolution was a clear statement of the outstandin) balance of petitioner as of April 141!88 which balance was composed of the principal amount and interest a)ainst whichwas credited the a))re)ate amount of +7=;;;;%;; paid on April 1' and 1! 1!8851<6 pursuant to the resolution% At this point the runnin) of interest on whatever balancewas left after deductin) the amount of+7=;;;;%;; was suspended momentaril(because a new schedule of pa(ments was introduced to tae the place of the ori)inal1'#month amorti:ation period% It would onl( be upon default under the new schedule of pa(ments that interest would resume runnin) in accordance with the ori)inalcontract% >ut since it is not controverted that petitioner belatedl( paid +8=;;;%;; onune "; 1!88 and paid onl( +";;;;%;; on Au)ust 4 1!88 both of which were not inaccordance with the new pa(ment scheme interest continued to run a)ain up to April1= 1!8< when >ill No% ="#8< updated petitioner-s liabilit( as there is no showin) thatpetitioner ever made an( subse*uent pa(ment from Au)ust 4 1!88% 0hus the runnin)







of the interest havin) resumed petitioner-s total liabilit( ballooned to +1'884=4%17 asdetermined b( the said bill% Deductin) its approved $SIS loan of +1<14;;;%;; fromsaid amount leaves a remainder of +1=74=4%17% It is this latter amount which petitioner earlier acnowled)ed as its liabilit( but which it now claims to have been full( paid uponcreditin) the amount of +1<14;;;%;; pursuant to the terms of the

resolution% Considerin) however petitioner-s flawed interpretation of said resolutionliabilit( to pa( interest is in order and ampl( Fustified% 0his bein) the case its claim for refund must liewise fail for lac of an( le)al basis%

Aside from le)al interest the other items pra(ed for in private respondent-sComplaint should liewise be )ranted% 0his is necessaril( so since the instant case isbased on a Fud)ment on the pleadin)s% +roof of alle)ations in the Complaint as well asthe items pra(ed for is no lon)er re*uired% 0his rule holds true in this particular casealthou)h it appears that petitioner 3denied3 its liabilit( to pa( the amount of +718!=1%7"and le)al interest of +1=4771%77 51'6 because the same was not actuall( a denial butrather an admission of a fact which it however intended to ne)ate on the basis of itsinterpretation of the resolution% 0his is made apparent b( the petitioner-s use of the

phrase 3special and affirmative defenses3 in its Answer% nder Section = &ule 8 of the&ules of Court 3an affirmative defense is an alle)ation of new matter which whileadmittin) the material alle)ations of the complaint e@pressl( or impliedl( wouldnevertheless prevent or bar recover( b( the plaintiff%3 Gith the reFection of petitioner-stheor( however the same stands as a plain admission not covered b( the affirmativedefense relied upon% 0he followin) e@cerpt fromSantia)o v% >asilan ,umber Co%51!6 is inpoint?

Bs to the a(ount of da(ages awarded as a conseuence of this :iolation of plaintiffJs

rights, the lower court based its award fro( the allegations and pra.er contained in the

co(plaint! he defendant, howe:er, uestions this award for the reason that,

according to the defendant, the plaintiff, in (o:ing for Fudg(ent on the pleadings, did

not offer proof as to the truth of his own allegations with respect to the da(ages

clai(ed b. hi(, and ga:e no opportunit. for the appellant to introduce e:idence to

refute his clai(s! Ce find this obFection without (erit! ;t appears that when the

plaintiff (o:ed to ha:e the case decided on the pleadings, the defendant interposed no

obFection and has practicall. assented thereto! he defendant, therefore, is dee(ed to

ha:e ad(itted the allegations of fact of the co(plaint, so that there was no necessit.

for the plaintiff to sub(it e:idence of his clai(!B

.owever as a matter of clarification we would lie to draw attention to the later case of Eastern Shippin) ,ines Inc% v% Court of Appeals% 57;6 In that case we laid down thefollowin) rules with respect to the manner of computin) le)al interest%

B;! Chen an obligation, regardless of its source, i!e!, law, contracts, uasi1contracts,

delicts or uasi1delicts is breached, the contra:enor can be held liable for

da(ages! he pro:isions under itle KG;;; on JDa(agesJ of the Hi:il Hode go:ern in

deter(ining the (easure of reco:erable da(ages!









;;! Cith regard particularl. to an award of interest in the concept of actual and

co(pensator. da(ages, the rate of interest, as well as the accrual thereof, is i(posed,

as follows$

%! Chen the obligation is breached, and it consists in the pa.(ent of a su( of (one.,

i!e!, a loan or forbearance of (one., the interest due should be that which (a. ha:e been stipulated in writing! Eurther(ore, the interest due shall itself earn legal interest

fro( the ti(e it is Fudiciall. de(anded! ;n the absence of stipulation, the rate of

interest shall be %2A per annu( to be co(puted fro( default, i!e!, fro( Fudicial or

extraFudicial de(and under and subFect to the pro:isions of rticle %%+ of the Hi:il

Hode!

2! Chen an obligation, not constituting a loan or forbearance of (one., is breached,

an interest on the a(ount of da(ages awarded (a. be i(posed at the discretion of the

court at the rate of +A per annum! 0o interest, howe:er, shall be adFudged on

unliuidated clai(s or da(ages except when or until the de(and can be establishedwith reasonable certaint.! ccordingl., where the de(and is established with

reasonable certaint., the interest shall begin to run fro( the ti(e the clai( is (ade

Fudiciall. or extraFudiciall. rt! %%+, Hi:il Hode) but when such certaint. cannot be

so reasonabl. established at the ti(e the de(and is (ade, the interest shall begin to

run onl. fro( the date the Fudg(ent of the court is (ade at which ti(e uantification

of da(ages (a. be dee(ed to ha:e been reasonabl. ascertained)! he actual base for

the co(putation of legal interest shall, in an. case, be on the a(ount finall. adFudged!

3! Chen the Fudg(ent of the court awarding a su( of (one. beco(es final and

executor., the rate of legal interest, whether the case falls under paragraph % or paragraph 2, abo:e, shall be %2A per annum fro( such finalit. until its satisfaction,

this interi( period being dee(ed to be b. then an eui:alent to a forbearance of

credit!B

Inasmuch as the case at bar involves an obli)ation arisin) from a contract of saleand not a loan or forbearance of mone( we hold that the proper rate of le)al interest issi@ percent 28 per annum of the amount demanded% Such interest shall continue torun from the time of demand on Bebruar( 1 1!<4 in accordance with Article 1='! of theCivil Code5716 until the finalit( of this decision% 0he phrase 3continue to run3 is used

because prior to Bebruar( 1 1!<4 +..C had been consistentl( imposin) a si@ percent28 interest on the amount of +1=4771%77 on account of default% /oreover +..C-sclaim for interest is li*uidated% 0he amount claimed and the date of demand bein) bothcertain to arrive at the li*uidated amount would merel( be a matter of mathematicalcomputation% .owever pursuant to our )uidelines in Eastern when the Fud)ment of thecourt awardin) a sum of mone( as in this case becomes final and e@ecutor( the rateof interest shall increase to twelve percent 217 per annum from such finalit( until its






satisfaction this interim period bein) deemed to be e*uivalent to a forbearance of credit%

#HEREFORE premises considered the decision appealed from is hereb( ABBI&/ED with the modification that the rate of le)al interest which shall appl( is si@percent 28 per annum of the amount demanded from Bebruar( 1 1!<4 until the

finalit( of this decision% After this decision becomes final and e@ecutor( the applicablerate shall be twelve percent 217 per annum until its satisfaction%

SO OR"ERE".

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24.tropical homes v. ca

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