REPUBLIC OF THE PHILIPPINES

SUPREME COURT
MANILA

SILVER FILMS, INC.,

Petitioner,

- versus - G.R. No. 1234567

LORENZO GARCIA, (CA-GR CV No. 54389)

Respondent.

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PETITION FOR REVIEW ON CERTIORARI

Petitioner, by his counsel and to this Honorable Supreme Court most respectfully alleges
that:
NATURE OF THE PETITION

1. This is a petition for review under Rule 42 of the Rules of Court, a mode of appeal
from a judgment of the Court of Appeals, rendered in the exercise of its appellate
jurisdiction.
2. Final judgment or order of the Court of Appeals in an appeal from the final judgment or
order of a Regional Trial Court may be appealed to the Supreme Court through Petition
for Review under this rule, where the appeal involves pure questions of law.

THE PARTIES

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3. Petitioner Silver Films, Inc. (Silver Films) is a domestic corporation engaged in film
production and distribution. It holds office at 10th Floor, Prime Building, Ermita, Manila,
represented by his counsel of record, Atty. Andres Rizal, with office address at 403
McKinley Village, Taguig City.
4. Respondent Lorenzo Garcia (Garcia) is a Filipino, of legal age and a resident of Manila
City. He can be served with the processes of the Court thru his counsel of record, Atty.
Maria Leila B. Penera with office address at 5/F Rivera Santos Building, 54 Antonio
Luna Street, Sta. Cruz, Manila.

MATERIAL DATES
5. This case o r i g i n a t e d from the Regional Trial Court (RTC Branch 107, Manila)
docketed as Civil Case No. 30012, from which the judge rendered an Order on 24
October 2004 approving the 17 June 2003 amendment entered by the parties as a
Compromise Agreement.
6. Petitioner filed its Motion to Dismiss on the ground that the dispute between the
parties had already been settled and amicably resolved as per amendment to the 2000 and
2002 Contract dated 17 June 2003. RTC noted that the Amendment dated 17 June
2003 was the basis of petitioner Silver Films, Inc.s Motion to Dismiss, it resolved
to render a compromise judgment in favor of respondent.
7. The RTC, for the resolution of motions filed by petitioner Silver Films, Inc. rendered
on its 06 March 2005 Order a judgment terminating the proceedings of the case and
denying the Motion for Reconsideration and Motion to Defer Filing of Answer for
having become moot and academic, while upholding the compromise judgment on its 24
October 2004 Order.
8. On 05 June 2005 (on the case docketed as CA-G.R. No. 54389), the Court of Appeals
affirmed the 24 October 2004 Order of the RTC which ruled that the amendment dated
17 June 2003 between Brenda Simon and petitioner Silver Films, Inc. was a
compromise agreement, and was ratified when respondent Garcia expressed his
conformity through his 03 July 2004 Manifestation.

STATEMENT OF THE MATTERS INVOLVED

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9. Actor Lorenzo Garcia and Brenda Simon Garcias talent manager, sued Silver
Films, Inc. for rescission of the actors movie contract and for damages. Before filing an
answer, Silver Films, Inc. entered into an amendment of contracts with Simon
maintaining the contract but providing for payment of a substantial sum of money
and a parcel of land in Quezon City. Garcia claimed no authorization of the agreement
for what he wanted was for the producer to release him from the contract.
10. As the case dragged on, Garcia got involved in a film festival scandal that tainted his
image. When Silver Films, Inc. offered to release him from his contract, he suddenly had
a change of heart. He told the court that he would now accept the agreement signed by
his talent manager, on the condition that it will be considered as a compromise
agreement.
11. Over the objections of Silver Films, Inc., the trial court rendered judgment on the Civil
Case No. 30012 approving the compromise agreement and directing the producer
to pay. Court of Appeals in its Decision dated 05 June 2005 affirmed the trial courts
judgment and made the following rulings:

First. Since there was consent of all parties, there was an Amendment
or Compromise Agreement to the contract signed by Simon and Silver
Films representative to which amendment Garcia through his Manifestation
expressed his conformity.

Second. The compromise agreement was perfected and is binding on the

parties and may not later be disowned simply because of a change of mind of
Silver Films and/or Simon by claiming, in their Opposition/Reply to Garcias
Manifestation, that after the 2000 National Film Festival fiasco in which
Garcia was involved, the relationship between the parties had become bitter to
render compliance with the terms and conditions of the amendment no longer
possible and consequently release Garcia from the 2000 and 2002 contracts.

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12. Silver Films, Inc. implores the Court to rectify the above rulings for not only do they
contravene the law, they are also irrational and unjust.

THE FACTS AND THE CASE

13. Brenda Simon and Lorenzo Garcia filed with the lower court a Complaint dated 27
May 2003 which sought the rescission of the 2002 Agreement entered into with
petitioner Silver Films, Inc.
14. While the case was pending, a renegotiation between Garcia, represented by Simon, and
Silver Films, Inc. took place which resulted in an amendment dated 17 June 2003
that superseded all terms and conditions embodied in their previous contracts.
15. Silver Films, Inc. and Simon separately filed Motions to Dismiss on the ground that the
dispute involving the parties had already been settled through said Amendment.
16. Garcia opposed the Motions to Dismiss, alleging that he did not authorize Simon to
represent him in the renegotiation of the agreements.
17. Subsequently, Garcia, in a Manifestation dated 03 July 2004, expressed his willingness
to honor the terms and conditions of the Amendment dated 17 June 2003 on the
supposition that it shall be considered a Compromise Agreement.
18. Silver Films, Inc. and Simon opposed Garcias proposal to treat the said Amendment as a
Compromise Agreement. Instead, Silver Films, Inc. suggested that the terms and
conditions to the Agreement reached by the parties during the preliminary conference
held on 23 June 2004 be adhered to, i.e., Silver Films, Inc. shall release Garcia from his
contractual commitments.
19. The trial court in the case docketed as Civil Case No. 30012, rendered an order dated 24
October 2004, treating the Addendum to the 2000 and 2002 Contracts dated 17 June
2003 as a Compromise Agreement and denying all pending motions, including the
Motions to Dismiss separately filed by Silver Films and Simon.
20. Silver Films, Inc. filed a Motion for Reconsideration of the order dated 24 October
2004. The lower court, however, rendered an Order dated 06 March 2005 which
denied the Motion for Reconsideration filed by Silver Films, Inc. and ruled in favor of
Garcia, stating that:

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 A compromise agreement was entered into by the parties through the
Amendment dated 17 June 2003. xxx.

21. Silver Films, Inc. appealed the decision to the Court of Appeals and the case was
docketed as CA-G.R. CV No. 54389. Silver Films, Inc. filed its appellants brief. In
response, Garcia filed his appellees brief.
22. On 05 June 2005 the Court of Appeals affirmed the decision of the trial court,
hence, this petition.

QUESTIONS OF LAW

Petitioner Silver Films Inc. presents the following questions of law:

1.
WHETHER OR NOT THE ADDENDUM SUBMITTED BY SILVER FILMS, INC. TO
SERVE AS BASIS FOR ITS MOTION TO DISMISS CAN BE USED IN RENDERING
JUDGMENT ON A COMPROMISE AGREEMENT.

2.
WHETHER OR NOT THERE IS A BASIS IN FACT AND IN LAW FOR A
COMPROMISE AGREEMENT THERE BEING NO SUCH AGREEMENT BETWEEN THE
PARTIES.

3.
WHETHER OR NOT THERE HAS BEEN MEETING OF THE MINDS BETWEEN THE
PARTIES THAT ELEVATED THE PREVIOUSLY REJECTED ADDENDUM TO THE
LEVEL OF A JUDGMENT ON A COMPROMISE.

REASONS FOR ALLOWING THE PETITION

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 I.
RENDERING A JUDGMENT ON COMPROMISE BASED ON THE ADDENDUM
SUBMITTED TO MERELY SERVE AS A BASIS FOR MOTION TO DISMISS IS
UNTENABLE.

If the motion to dismiss filed by Silver Films, Inc. has been denied, then the basis thereof
addendum dated 17 June 2003, cannot be used as the basis for judgment on compromise. In
fact, the RTC stated in its 24 October 2004 Order that it agrees with Silver Films, Inc. that
indeed no formal compromise agreement was submitted by the parties for the approval of the
court. However, it was urged to believe that there was a settlement of dispute between the
parties in view of the Amendment dated 17 June 2003 which in fact was used as a basis for
asking the dismissal of the complaint.

The lower Court erred in denying the motion to dismiss filed pursuant to the Amendment and in
treating the rejected Amendment as the Compromise Agreement itself. The denial of the motion
to dismiss amounts to a rejection of the Amendment, hence, this indisputable circumstance
bars the trial court from treating the rejected Amendment as the Compromise Agreement.

II.
RENDERING JUDGMENT ON A COMPROMISE AGREEMENT WHEN THE
PARTIES DID NOT AGREE IS ERRONEOUS.

The Court of Appeals affirmed the ruling of the trial court which ruled that the agreement
entered into by Silver Films and Brenda Simon, and later on ratified by Garcia is a
compromise agreement. This is despite the facts that Simon and Silver Films did not treat it to
be a compromise, and that defendant initially disapproved such agreement for being grossly
disadvantageous to him, and that he did not give his manager the consent to represent him in
such agreement. In its 06 March 2004 Order, the trial court held that:

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 A compromise agreement was entered into by parties through the Amendment
dated 17 June 2003. A perusal of the Amendment dated 17 June 2003 shows
that it was duly signed by plaintiff Simon as agent of plaintiff Garcia and
defendant Silver Films, Inc. and their respective counsel. Though the terms
thereof are disadvantageous to him, plaintiff Garcia ratified the same. Thus, for
all intents and purposes, the subject amendment has all the attributes of a
compromise agreement though not denominated as such.

A compromise agreement is a contract whereby the parties, by making reciprocal concessions,

avoid litigation or put an end to one already commenced. As a contract, a compromise
agreement must have the following indispensable elements: (a) consent (b) Object certain
which is the subject matter of the contract And (c) cause of the obligation which is established.
Civil Code of the Philippines, Art. 1318.

There are two kinds of compromise agreements, the judicial, which puts an end to a pending
litigation, and the extrajudicial, which is to avoid litigation. As a contract, a compromise
agreement is perfected by mutual consent. A judicial compromise, however, while binding
between the parties upon its execution, is not executory until it is approved by the court and
reduced to a judgment.

From the collection of facts, both parties executed an agreement dated 17 June 2003 which was
to operate as an addendum to the 2000 and 2002 contracts between them. The agreement
was signed by a representative of Silver Films, Inc. and by Simon purportedly acting for and in
behalf of respondent Garcia. This addendum was rejected by Garcia and this rejection
terminated the offer.

In relation to this addendum prior to the rejection of Garcia, a preliminary conference was held
by the trial court but failed to produce settlement between the parties, which simply shows
that there is no agreement to begin with. Thus, when respondent later filed his Manifestation on
03 July 2004 stating that he was, in the end, willing to honor the addendum provided that it be
considered as a compromise agreement, there was nothing to still accept.

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Even assuming that an extrajudicial compromise agreement existed, Silver Films, Inc. has not
given consent to such. Or even assuming that a judicial compromise existed, the approval of
the court would be untenable because it did not become binding between the parties
upon its execution, because it was not amenable to Silver Films. This makes the decision
of the courts erroneous in rendering Garcias offer as a valid compromise agreement.

The intent of Silver Films, Inc. to disregard all the previous agreements including the
addendum which was not even settled in court, is clearly shown in the new 23 June 2004
contract it entered with Simon, which seeks to release Garcia from all his contractual
commitments. Conclusively, the parties indeed did not agree to such compromise agreement.

III.
RENDERING A JUDGMENT THAT THERE HAS BEEN MEETING OF THE
MINDS BETWEEN THE PARTIES THAT ELEVATED THE PREVIOUSLY
REJECTED ADDENDUM TO THE LEVEL OF A JUDGMENT ON A COMPROMISE
AGREEMENT IS ERRONEOUS.

The Court of Appeals rendered judgment on a compromise when such compromise has not
been perfected by the acceptance of all the parties. It ruled that:

"In the instant case, there was an Amendment to the contract signed by
Simon and Silver Films' representative to which addendum Garcia
through his Manifestation expressed his conformity. There was, therefore,
consent of all the parties.

Consent is defined as the concurrence of the wills of the contracting parties with respect to the
object and the cause which shall constitute the contract. It is the meeting of the minds between
all the parties regarding the contract. It was stated on the facts of the case that said 17 June
2003 agreement entered by Silver Films and Brenda Simon was to be treated as an
amendment to the prior 2000 and 2002 contracts.

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However, such agreement was not settled in court which means that no agreement existed.
Also, it was never meant and agreed by them to be a compromise agreement. In the first place,
respondent Garcia did not approve such agreement and he communicated his disapproval about
it. Therefore, there was no concurrence of the wills or meeting of the minds of all the parties
concerned on the assailed agreement and consequently, no compromise agreement can be
executed.

Consent is manifested by the meeting of the offer and the acceptance upon the thing and the

cause which are to constitute the contract. The offer must be certain and the acceptance
absolute. A qualified acceptance constitutes a counter-offer.

The condition that Garcia will ratify the agreement provided that it should be considered as a
compromise agreement constitutes a counter offer. Meaning, the original offer ceased to
exist, and the new qualified offer in the part of Garcia will only constitute a valid
agreement if accepted by Silver Films, Inc. It is undisputed that Silver Films did not consent to
such offer making the counter offer as good as null, and must be equally treated as that of the
rejected addendum.

We can therefore arrive that the addendum is inexistent so is the compromise agreement that is
invoked by Garcia. Hence, the court erred in treating the proposed addendum as a
compromise agreement that will enable Garcia to maintain his uphold contract.

Garcias contention that he did not give his manager the consent to represent him in the 17 June
2003 agreement would make the addendum unenforceable. Consequently, it would make
the compromise agreement unenforceable as well.

Even honoring the Manifestation of Garcia will not support the erroneous ruling, because of the
absence of his consent in the addendum which is the basis of the compromise agreement he
seeks to uphold. It is a rule that consent could be given not only by the party himself but by

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anyone duly authorized and acting for and in his behalf. However, by Garcias own admission,
the addendum was entered into without his knowledge and consent.

Provisions of the Civil Code which govern defective contracts provide that a contract entered
into in the name of another by one who ostensibly might have but who, in reality, had no
real authority or legal representation, or who, having such authority, acted beyond his powers,
would be unenforceable. Unenforceable contracts are susceptible of ratification however it
should have been made before its revocation by the other contracting party. Silver Films, Inc.
revoked the addendum thereby invalidating Garcias ratification, when the producer expressed
its willingness to release respondent from all his contractual agreements during the preliminary
conference held on 23 June 2003.

PRAYER

WHEREFORE, premises considered, it is most respectfully prayed that the RTC Order dated
24 October, 2004 and the CA Decision dated 5 June 2005 appealed from be reversed and set
aside and the case be DISMISSED. Petitioner prays for cost of the suit and for other reliefs as
may be deemed just or equitable.

Taguig City for Manila, March 30, 2016

ANDRES RIZAL Counsel for Petitioner

403 McKinley Village, Taguig City
PTR No. 21453
IBP No. 02602 Roll No. 01034
MCLE Compliance No. 16-0021563
Email: andresrizal@gmail.com
Tel and Fax

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Copy furnished by registered mail due to distance and lack of material time and personnel at the
time of service.

Mayer LawOffices
Atty. Katy Mayer
9/F Victory 1 Condominium,
4520 Kalaw St. Manila

Regional TrialCourt
RTC 107
Manila

Court of Appeals
Manila

Andres Rizal

VERIFICATION AND CERTIFICATION

I, Atty Jessica Pearson, of legal age and with office address at Bridgestone Bldg,
Roxas Boulevard, Manila, after having sworn in accordance with law, depose and state that:

1. I am the General Counsel and Corporate Secretary of Silver Films, duly empowered to
cause the filing of this petition on its behalf under a board resolution, copy here attached

2. I have read the foregoing petition and the facts stated in it are true based on the
authentic record of the case

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3. I have not theretofore commenced any action or filed any claim involving the same issues
in any court, tribunal, or quasi-judicial agency
4. To the best of my knowledge, no such action or claim is pending therein and
5. If I should thereafter learn that the same or a similar action or claim has been filed or
pending, I shall report that fact within (5) days therefrom to this Court.

JESSICA
PEARSON

SUBSCRIBED AND SWORN to before me this 30th day of March 2016 in Quezon City.
Affiant exhibited to me his LTO Drivers License No. N10-86-253798, expiring on January 1,
2020.

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