home guaranty builders vs r-ii builders

7/24/2019 Home Guaranty Builders vs R-II Builders

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165 - Home Guaranty Builders vs. R-II Builders & NHA (2011

Home Guaranty (guarantor) v. R-II Builders (developer) & NHA (landowner/implementing ageny)

Amendment is not allowed w!ere t!e ourt !as no "urisdition over t!e original omplaint and t!e purpose

o# t!e amendment is to on#er "urisdition upon t!e ourt. Hene$ wit! "urisdition over t!e ase yet to

properly atta!$ %A erred in up!olding respondent R%'s admission o# respondent's R-II Builders' eond

Amended %omplaint despite non-payment o# t!e doet #ees #or its original omplaint and Amended and

upplemental %omplaint as well as t!e lear intent to evade payment t!ereo#.

*etition #or review under R+,

19 March 1993, aoint enture Agreement(JVA) was entered into between respondents NHA and R-

II Bi!ders "or the i#p!e#entation o" the $#o%e& Montain 'ee!op#ent and Rec!a#ation ro*ect

($M'R) which was a#ended and restated a"ter 11 #onths+

11 Ast 199, JVA was ai#ed at i#p!e#entin a .-phase conersion o" the $#o%e& Montain

'#psite /into a habitab!e hosin pro*ect inc!sie o" the rec!a#ation o" the area across Radia!

Road 10 (R-10)+

o R-II Bi!ders, as developer, was entit!ed to own 29 hectares o" rec!ai#ed !and and the .+3

hectare co##ercia! area at the $#o%e& Montain+

o NHA, as landowner/implementing ageny, was entit!ed to own the .,99. te#porar& hosin

nits areed to be bi!t in the pre#ises, the c!eared and "enced incinerator site consistin o"

hectares, 3,.0 nits o" per#anent hosin to be awarded to 4a!i5ed on site residents,the indstria! area consistin o" 3+. hectares and the open spaces, roads and "aci!ities within

the $#o%e& Montain Area+

.6 $epte#ber 199, NHA and R-II Bi!ders, a!onside petitioner Hosin 7arant& 8orporation

(H78) as guarantorand the NB as trustee, entered into anAsset *ool ormation rust

Agreementwhich proided the #echanics "or the i#p!e#entation o" the pro*ect+o bac% the pro*ect

anAsset *oolwas created+

he parties a!so e:ected a %ontrat o# Guarantywhereb& H78, pon the ca!! #ade b& NB and

conditions therein speci5ed, ndertoo% to redee# the re!ar $#o%e& Montain ro*ect

articipation 8erti5cates ($M8) pon #atrit& and to pa& the si#p!e interest thereon to the

e:tent o" ;+< per ann#+ he "oreoin aree#ents !ed to the secriti=ation o" the pro*ect

throh the issance o" ,.16 $M8s pon theAsset *ool, with a par a!e o" 1M each, c!assi5ed

and to be redee#ed b& the trstee or, in case o" ca!! on its arant&, b& H78+ .9 Janar& .001, sbse4ent to R-II Bi!ders> in"sion o" 300M into the pro*ect, the issance o" the

$M8s and the ter#ination o" NB?s serices, NHA, R-II Bi!ders and H78 areed on the instittion

o" !anters 'ee!op#ent Ban% ('B) as trustee+

. @ctober .00., a!! the Re!ar $M8s issed had reached #atrit& and, nredee#ed, a!read&

a#onted to an areate "ace a!e o" .+13 Bi!!ion+ he !ac% o" !i4id assets with which to

eect rede#ption o" the re!ar $M8s pro#pted 'B to #a%e a ca!! on H78?s arant& and to

e:ecte in the !atter?s "aor a0eed o# Assignment and %onveyane('A8) o" the entireAsset *ool+

!ro"edure#

R8 Mani!a Branch ., actin as $pecia! 8o##ercia! 8ort ($88)

1+ R-II Bi!ders 5!ed the co#p!aint aainst H78 and NHA contendin that H78?s "ai!re to redee# the

otstandin re!ar $M8s despite obtainin possession o" theAsset *oolba!!ooned the stip!atedinterests and #ateria!!& pre*diced its sta%e on the resida! a!es o" theAsset *ool+ 0eed o#

Assignment and %onveyane ('A8) sho!d be rescinded since 'B e:ceeded its athorit& in

e:ectin the sa#e prior to H78?s rede#ption and paent o" the aranteed $M8 Assessed

doc%et "ees correspondin to an action incapab!e o" pecniar& esti#ation, the co#p!aint soht the

rant o" the "o!!owin re!ie"sC

(a) R@Dpre!i#inar& and per#anent in*nction, en*oinin dispositionDs o" the properties in

theAsset *oolE

(b) the reso!tion or, in the a!ternatie, the n!!i5cation o" the 'A8E

(c) R-II Bi!ders> appoint#ent as trusteeprsant to R!e 9; o" the Rules o# %ourtE


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(d) H78?s rendition o" an accontin o" the assets and the cone&ance thereo" in "aor o" R-I

Bi!dersE (e) 00% in attorne&?s "ees+

.+ R8 issed the writ o" pre!i#inar& in*nction soht b& R-II Bi!ders+

3+ In the #eanti#e, H78, hain 5!ed its answer to the co#p!aint, went on be"ore the $8 to #oe "or

the condct o" a pre!i#inar& hearin on its aFr#atie de"enses which inc!ded sch ronds as

!ac% o" *risdiction, i#proper ene and the then pendenc& entit!ed raniso %!ave1 vs. National

Housing Aut!ority$ et al+, a case which cha!!ened, a#on other #atters, the a!idit& o" the JVA and

its sbse4ent a#end#ents+

+ R-II Bi!ders 5!ed a #otion to ad#it itsAmended and upplemental %omplaint which de!eted the

pra&er "or reso!tion o" the 'A8 initia!!& pra&ed "or in its oriina! co#p!aint+

+ Mani!a R8 Branch . issed a c!ari5cator& order ho!din that R-II Bi!ders? co#p!aint was an

ordinar& cii! action and not an intra-corporate controers& and that it did not hae the athorit& to

hear the case+

6+ 8ase was re-raGed to respondent Mani!a R8 Branch ..+

R8 Mani!a Br+ ..

1+ Issed the 19 Ma& .00; order which, hain deter#ined that the case is a rea! action, ad#itted the

a"oresaidAmended and upplemental %omplaint$ sb*ect to R-II Bi!ders? paent o" the /correct

and appropriate doc%et "ees+

.+ Bt instead o" pa&in doc%et "ees, R-II Bi!ders 5!ed a #otion to ad#it its eond Amended

%omplaint$on the rond that its preiosAmended and upplemental %omplainthad not &et beenad#itted in iew o" the non-paent o" the correct doc%et "ees there"or+ $aid eond Amended

%omplaintnotab!& resrrected R-II Bi!ders? case o" action "or reso!tion o" the 'A8, de!eted its

cases o" action "or accontin and cone&ance o" tit!e to andDor possession o" the entireAsset

*ool, redced the c!ai# "or attorne&?s "ees to 00%, soht its appoint#ent as Receier prsant

to R!e 9 o" the Rules o# %ourtand, a"ter an inentor& in said capacit&, pra&ed "or approa! o" the

!i4idation and distribtion o" theAsset *oolin accordance with the parties? aree#ents+

3+ H78 5!ed its opposition to the ad#ission o" R-II Bi!ders? eond Amended %omplainton the rond

that respondent R8 had no *risdiction to act on the case nti! paent o" the correct doc%et "ees

and that said p!eadin was intended "or de!a& and introdced a new theor& inconsistent with the

oriina! co#p!aint and theAmended and upplemental %omplaint+ 8!ai#in that R-II Bi!ders had

de5ed respondent cort?s 19 Ma& .00; order b& re"sin to pa& the correct doc%et "ees, H78

#oed "or the dis#issa! o" the case++ R-II Bi!ders a!so 5!ed an 2rgent 34-*arte 5otion #or Annotation o# 6is *endenson the tit!es o" the

properties in theAsset *ool, on the rond that H78 had so!d andDor was intendin to dispose o"

portions thereo", in io!ation o" the writ o" pre!i#inar& in*nction issed in the pre#ises+

+ Respondent R8 issed its 5rst assai!ed order dated 3 March .009 whichC (a) denied H78?s M'E (b)

ranted R-II Bi!ders? #otion to ad#it its eond Amended %omplaintE and, (c) noted R-II

Bi!ders? 2rgent 34-*arte 5otion #or Annotation o#6is *endens$to which the attention o" the Mani!a

Reister o" 'eeds was additiona!!& ca!!ed+

6+ ndanted, H78 5!ed its MR o" the "oreoin order, arin thatC (a) the case is rea! action and

the doc%et "ees paid b& R-II Bi!ders were ross!& insFcient becase the esti#ated a!e o"

properties in theAsset *oole:ceeds BE (b) a co#p!aint cannot be a#ended to con"er *risdiction

when the cort had noneE (c) the R8 sho!d hae si#p!& denied the 2rgent 34-*arte 5otion #or

Annotation o#6is *endensinstead o" renderin an adisor& opinion thereon+2+ R-II Bi!ders opposed the "oreoin #otion and on the theor& that theAsset *oolwas sti!! in daner

o" dissipation, 5!ed an rent #otion to reso!e its app!ication "or the appoint#ent o" a receier and

sb#itted its no#inees "or said position+

;+ Respondent R8 issed its second assai!ed order which (a) denied H78?s #otion "or

reconsiderationE (b) ranted R-II Bi!ders? app!ication "or appoint#ent o" receier and, "or said

prposeC iK appointed Att&+ 'ani!o 8oncepcion as Receier and, iiK directed R-II Bi!ders to post a

bond in the s# o" 10M+

8A or#er $pecia! i"teenth 'iision


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1+ H78 5!ed R!e 6 petition "or certiorari and prohibition i#ptin rae abse o" discretion aainst

the R8 "or not dis#issin the case and "or rantin R-II Bi!ders? app!ication "or receiership+

.+ etition denied and H78?s MR was denied "or !ac% o" #erit+ Hence, this petition+

Issues

1. L@N R8 a 4o had *risdiction to proceed with the case+ (N@ *risdiction)

A cort ac4ires *risdiction oer a case on!& pon the paent o" the prescribed 5!in and doc%et "ees+ R-

II Bi!ders? oriina! co#p!aint was initia!!& doc%eted be"ore R8 Mani!a Br+ ., a desinated $pecia!

8o##ercia! 8ort+ Lith H78?s 5!in o" a #otion "or a pre!i#inar& hearin on the aFr#atie de"enses

asserted in its answer and R-II Bi!ders? 5!in o" itsAmended and upplemental %omplaint, said cort

issed an order orderin the re-raGe o" the case pon the 5ndin that the sa#e is not an intra-corporate

dispte+ Lith its ac%now!eded !ac% o" *risdiction oer the case, R8 Mani!a Br+ . sho!d hae ordered

the dis#issa! o" the co#p!aint, since a cort withot sb*ect #atter *risdiction cannot trans"er the case to

another cort+

At the ti#e o" its srrender o" *risdiction, Br+ . had a!read& acted on the case and had in "act issed the

writ o" pre!i#inar& in*nction soht b& herein respondent R-II Bi!ders+ At that point, there was abso!te!&

no reason which co!d *sti"& a re-raGe o" the case considerin that the order that was spposed to hae

cased the re-raGe was not an inhibition o" the *de bt a dec!aration o" absence o" *risdiction+ A re-

raGe which cases a trans"er o" the case ino!es corts with the sa#e sb*ect #atter *risdictionE it

cannot ino!e corts which hae dierent *risdictions e:c!sie o" the other+ More apt in this case, a re-raGe o" a case cannot cre a *risdictiona! de"ect+

he *risdictiona!!& awed trans"er o" the case "ro# Branch ., the $88 to Branch .., the re!ar cort, is

topped b& another *risdictiona! de"ect which is the non-paent o" the correct doc%et "ees+ 7ranted that

R-II Bi!ders is not c!ai#in ownership o" theAsset *oolbecase its continin sta%e is, in the 5rst p!ace,

!i#ited on!& to the resida! a!e thereo", the cone&ance andDor trans"er o" possession o" the sa#e

properties soht in the oriina! co#p!aint andAmended and upplemental %omplaintboth presppose a

rea! action "or which appropriate doc%et "ees co#pted on the basis o" the assessed or esti#ated a!e o"

said properties sho!d hae been assessed and paid+

or "ai!re o" R-II Bi!ders to pa& the correct doc%et "ees "or its oriina! co#p!aint or, "or that #atter,itsAmended and upplemental %omplaintas directed in respondent R8>s 19 Ma& .00; order, it stands toreason that *risdiction oer the case had &et to proper!& attach+

2. ($%!IA' %N t)e admittin* o+ R-II Builder,s Second Amended Complaintis roer.

(N%

A!thoh the po!ic& in this *risdiction is to the eect that a#end#ents to p!eadins are "aored and

!ibera!!& a!!owed in the interest o" *stice, a#end#ent is not a!!owed where the cort has no *risdiction

oer the oriina! co#p!aint and the prpose o" the a#end#ent is to con"er *risdiction pon the cort+

Hence, with *risdiction oer the case &et to proper!& attach, 8A erred in pho!din respondent R8?s

ad#ission o" R-II Bi!ders? eond Amended %omplaintdespite non-paent o" the doc%et "ees "or its

oriina! co#p!aint andAmended and upplemental %omplaintas we!! as the c!ear intent to eade paent

thereo"+

In iew o" respondent R8?s non-ac4isition o" *risdiction oer the case, it c!ear!& had no athorit& to rant

the receiership soht b& R-II Bi!ders+ It needs pointin ot thoh that the pra&er "or receiership

c!ear!& indicates that the R-II Bi!ders soht the trans"er o" possession o" propert& consistin o" the assets

o" the JVA "ro# H78 to the "or#er?s na#ed Receier+ As a!read& noted, said trans"er o" possession was

soht b& respondent R-II Bi!ders since the er& start, oert!& at the 5rst two atte#pts, coert!& in the

!ast, the sccessie a#end#ents betra&in the de"t #aneerins to eade paent o" the correct doc%et

"ees+

A de"ision R/R and $ AI. R8 Branch ..?s .?s @rders are N''I3I.he

co#p!aint o" R-II Bi!ders 5rst be"ore Br+ . and therea"ter be"ore Br+ .. both o" the R8 Mani!a is

I4I.


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home guaranty builders vs r-ii builders

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