Ang Yu Asuncion v CA (GR No.

109125, Dec 2, 1994)

FACTS:

Petitioners Ang Yu Asuncion are lessees of residential spaces owned by the Unjiengs since 1935.
In 1986, the Unjiengs informed Petitioners Ang Yu Asuncion that the property was being sold and that Petitioners
were being given priority to acquire them (Right of First Refusal).
They agreed on a price of P5M but they had not yet agree on the terms and conditions. Later, the petitioners found
out that the property was already about to be sold, thus they instituted this case for Specific Performance [of the right
of first refusal].

RTC: Case dismissed. No Contract of Sale since Unjiengs offer was never accepted by the Petitioners as they did not
agree upon the terms and conditions of the proposed sale. Nonetheless, should Unjieng subsequently offer their
property for sale at a price of P11-million or below, petitioners will have the right of first refusal.

CA: affirmed RTC Decision

In 1990, the property was sold to Private Respondent De Buen Realty. The title to the property was transferred into
the name of De Buen and demanded that the Petitioners vacate the premises.
Because of this, Petitioners filed a motion for execution of the CA judgement.

CA: At first, CA directed the Sheriff to execute an order directing the Unjiengs to issue a Deed of Sale in the Petitioners
favour and nullified the sale to De Buen Realty. However upon appeal, CA reversed their decision.

ISSUE:

WON the Contract of Sale was perfected by the grant of a Right of First Refusal

RULING:

Right of First Refusal cannot be deemed a perfected contract of sale under Article 1458 of the Civil Code.
In a right of first refusal, while the object might be made determinate, the exercise of the right, however, would be
dependent not only on the grantors eventual intention to enter into a binding juridical relation with another but also
on terms, including the price, that obviously are yet to be later firmed up.
Prior thereto, it can at best be so described as merely belonging to a class of preparatory juridical relations governed
not by contracts (since the essential elements to establish the vinculum juris or juridical tie would still be indefinite
and inconclusive), but by, among other laws of general application, the pertinent scattered provisions of the Civil Code
on human conduct.
The proper action for violation of the right of first refusal is to file an action for damages and NOT writ of execution
since there is none to execute
Dela Rama v Mendiola (GR No. 135394 April 29, 2003)

A subject matter is the item with respect to which the controversy has arisen, or concerning which the wrong has been
done, and it is ordinarily the right, the thing, or the contract under dispute. A cause of action, is an act or omission of
one party in violation of the legal right of the other. Its elements are the following: (1) the legal right of plaintiff; (2) the
correlative obligation of the defendant, and (3) the act or omission of the defendant in violation of said legal right.
Causes of action are identical when there is an identity in the facts essential to the maintenance of the two actions, or
where the same evidence will sustain both actions. If the same facts or evidence can sustain either, the two actions are
considered the same, so that the judgment in one is a bar to the other.

FACTS:

Petitioner sold to the government on expropriation a parcel of land, for use in the construction of the EDSA Extension
Project. The sale was subject to the reconveyance to petitioner of any unused portion of the property after the project
is completed.
Petitioner entered into a Contract to Sell with respondent Titan Construction Corporation a parcel of land adjacent to
the one expropriated. Petitioner failed to comply with his obligations thus respondent filed a complaint for rescission
or annulment of contract
Parties entered into a compromise agreement w/c the RTC approved
Pursuant to the compromise judgment, petitioner executed a deed of absolute sale in favor of respondent. He also
executed an Agreement to Sell and Buy wherein respondent paid.
Thereafter, the office of the President reconveyed the unused portion of the property to the petitioner
This prompted respondent Titan to file a case praying the Deed of Reconveyance be declared void considering that
petitioners had waived any and all rights over the land by virtue of their Deed of Agreement to Sell and Buy. This was
denied by the RTC. This was referred to CA and petitioner filed a Motion to Dismiss based on Forum Shopping. This
case was however permanently dismissed upon respondents motion to withdraw petition.
Meanwhile, respondent filed an action for specific performance based on the compromise agreement and petitioner
likewise filed a Motion to Dismiss based on Forum Shopping. The motion to dismiss was denied by the RTC.

ISSUE: WON the specific performance case is barred by the petition for declaratory relief case on the ground of res
judicata.

RULING:

One essential condition of Res Judicata is there must be, between the two cases, identity of parties, subject matter
and causes of action.
It is clear that there is identity of parties in the two cases. The declaratory relief case was filed by respondent Titan
against Executive Secretary, DPWH Secretary, and petitioner. On the other hand, the specific performance case was
filed by respondent Titan against petitioner Dela Rama.
Although the public respondents in the declaratory relief case were not impleaded in the specific performance case,
only a substantial identity is necessary to warrant the application of res judicata.

The subject matters and causes of action of the two cases are likewise identical. Both the first and second actions
involve the same real property.
It is true that the first case was a special civil action for declaratory relief while the second case was a civil action for
specific performance. The philosophy behind the rule on res judicata prohibits the parties from litigating the same
issue more than once.
The issue involved in the declaratory relief case was the same in the specific performance case. Clearly, respondents
ultimate objective in instituting the two actions was to have the property reconveyed in its favor.
Bachrach Corp v CA (GR NO 128349 Sep 25, 1998)

FACTS:

Petitioner entered into 2 lease contracts with the government, covering 2 properties, then under the control of the
Director of Lands.
Pres. Aquino at that time transferred the authority to respondent PPA who increased the rental rates to 1500%.
Bachrach refused to pay for the said rental rate increase.
PPA initiated unlawful detainer proceedings against Bachrach for not paying rent.

MeTC: Ordered the eviction of the petitioner for non-payment of rent.

RTC affirmed MeTC, which was also affirmed by CA.

Bachrach filed a motion for reconsideration, but was put on hold, pending the submission of a compromise agreement
Parties failed to submit a compromise agreement so CA denied Bachrachs appeal.

CAs decision in the ejectment case became final and executory.

Before the judgement was final and the MR was still pending, Bachrach filed a case against PPA for specific
performance for refusing to honor a compromise agreement perfected by the parties.
PPA filed for writ of execution, however Bachrach filed for the issuance of temporary restraining order, to which PPA
answered with a motion to dismiss. However, the RTC granted Bachrachs TRO.

ISSUE:

WON the case for specific performance should be barred by the unlawful detainer case on the ground of res judicata.

RULING:

NO. There are four (4) essential conditions which must concur in order that res judicata may effectively apply,

1. The judgment sought to bar the new action must be final

2. the decision must have been rendered by a court having jurisdiction over the subject matter and the parties;
3. the disposition of the case must be a judgment or order on the merits; and
4. There must be between the first and second action identity of parties, identity of subject matter, and identity of
causes of action.

The final condition requiring an identity of parties, of subject matter and of causes of action, particularly the last two,
i.e., subject matter and cause of action, presents a problem.
According to the Supreme Court, the ultimate test in ascertaining the identity of causes of action is said to be to look
into whether or not the same evidence fully supports and establishes both the present cause of action and the former
cause of action.
In the affirmative, the former judgment would be a bar; if otherwise, then that prior judgment would not serve as such
a bar to the second.
The evidence needed to establish the cause of action in the unlawful detainer case would be the lease contract and
the violation of that lease by Bachrach. In the specific performance case, what would be consequential is evidence of
the alleged compromise agreement and its breach by PPA.
Pelayo v Lauron (GR No 4089 January 12, 1909)

FACTS:

Petitioner Pelayo is a physician. He was called to the house of the respondents to render medical assistance to their
daughter in-law who was about to give birth.
Pelayo performed an operation after consultation with the attending physician.
Pelayo rendered his services which amounts to 500.
However, respondents refused to pay claiming that their daughter in-law died as a consequence of childbirth, and that
when she was still alive, she lived separately from them. They pray that they be absolved from the said complaint.

RULING:

According to article 1089 of the Civil Code, obligations are created by law, by contracts, by quasicontracts, and by illicit
acts and omissions, or by those in which any kind of fault or negligence occurs.
Obligations arising from law are not presumed. Those expressly determined in the code are the only demandable
ones. Obligations arising from contracts have legal force between the contracting parties and must be fulfilled in
accordance with their stipulations. (Arts. 1090 and 1091.)
The rendering of medical assistance in case of illness is comprised among the mutual obligations to which spouses are
bound by way of mutual support.
The defendants were not, nor are they now, under any obligation by virtue of any legal provision, to pay the fees
claimed, nor in consequence of any contract entered into between them and the plaintiff from which such obligation
might have arisen.
Although the in-laws are the ones who called for the petitioners services, it is the obligation of the husband to furnish
his wife the indispensable medical services.
De la Cruz v Northern Theatrical Enterprises (GR No. L-7089 - Aug 21, 1954)

FACTS:

Petitioner De la Cruz is a guard in respondent NTEs movie house

During his duty, a man attacked him with a bolo when he refused to let him in the movie house. Petitioner defended
himself, shot the man, resulting to his death.
Thereafter, De la Cruz was charged twice with homicide but was acquitted of both criminal charges.
For both charges, De la Cruz employed a lawyer to defend him.
Dela Cruz then seeks reimbursement from NTE for the expenses and also for damages.

ISSUE:

W/N Plaintiff De la Cruz is considered an agent of the corporation and as such entitled to reimbursement for expenses
incurred in connection with agency

RULING:

No, Plaintiff is mere employee

The relationship between the Movie Corporation and De la Cruz was not that of principal and agent because the
principle of representation as a characteristic of agency was in no way involved.
De la Cruz is a mere employee hired to perform a certain specific duty or task, that of acting as a special guard and
staying at the main entrance of the movie house to stop gate crashers and to maintain peace and order within the
premises.

Sub issue: W/N an employee may recover damages against his employer when in his line of duty, performs an act
resulting in his incurring expenses caused not directly by reason of his performance of his duty, but rather by a 3rd party
not employed by his employer.

Ruling: No

Although the employer has a moral obligation to give employee legal assistance to aid the latter in his case, he has no
legal obligation to do so.

If the employer is not legally obliged to give legal assistance to employee and provide him with a lawyer, naturally said
employee may not recover the amount he may have paid a lawyer hired by him.

Damages suffered by plaintiff by reason of expenses incurred by him in remunerating his lawyer is not caused by his act
of shooting to death the gate crasher but rather by filing the charge of homicide which made it necessary for him to
defend himself with the aid of counsel.
Manzano v Lazaro (GR No 173320

FACTS:

Manzano hired Lazaro to be his campaign manager during 1998

Ran for Vice Mayor and won the elections
Stipulated in the contract that if he wins Lazaro gets a 200,000 pesos bonus pay
Manzano refused to pay the said bonus assailing material breach of contact due to Lazaros alleged incompetence and
misrepresentation as election campaign expert

Issue: WON petitioner Manzano can annul that specific stipulation on the contract on the ground of vitiated consent.

Ruling:

No. Vitiated consent does not unenforce/annul but merely voids the contract.

In this case, Manzano could have annulled contract by the court decree. But, no action was taken by Manzano to annul
the profession service. His claim of material breach of this contract by reason of Lazaros failure to perform duties were
uncorroborated and self-serving statement based on the evidences presented.

Moreover, he has IMPLIEDLY RATIFIED the contract by merely accepting and retaining the benefits. As such he is bound
by the stipulations in the contract and should comply with them in good faith. According to Article 1390 of Contracts
may be voided even no damage to contracting parties: (1) incapable of giving consent (2) consent is vitiated by mistake,
violence, intimidation, undue influence or fraud. Petitioner was made to pay 220,000 plus 30k for legal fees to
respondent, Lazaro

Golangco Corp vs. PCIB

Facts:

- WGCC and PCIB entered into a contract, the former to construct tower for the PCIB.

- Included is the application of granitite wash-off finish on the exterior of the building

- With concurrence of PCIBs consultant , the turnover was done by the Contractor WGCC

- In 1993, Stipulated in the contract that WGCC will answer defects within one year after turnover and has
deposited a bond with Malayan Insurance

- In 1994 a little over a year granitite washed off, PCIB made to hire another company to fix it and now after
WGCC to hold them answerable for the damage

Issue: WoN Petitioner WGCC is liable for defects by virtue of one year defects liability period of the contract.

Ruling :

No. The contract is clear and is considered a law that would govern both parties. The contracting parties clearly
stipulated their terms and conditions as they deem convenient as long as they do not contradict the Law, morals, good
costums, public order and public policy. In this case the PCIB can no longer hold WGCC accountable since the one-year
liability period had prescribed. The court cannot countenance an interpretation from PCIB that undermines its own
contractual stipulation that itself freely and validly agreed upon.
Dio vs. St Ferdinand Memorial Park

Facts:

-Dio entered a contract with SFMI. Purchase a land for interment.

-Ownership was made subject to the rules and regulation

-particularly argued herein is Rule 69: Mausoleum building should be constructed by Park Personnel

-Dio had loved one already interred in the Park and had always hired external contractors in building the niches and
improving them

-This time with est. cost of 60K mausoleum plan, she asked SFMP consent through the President, her plan was approved
but was told personnels of the park has to construct it for 100K

-Dio alleged no knowledge of the Rule 69 upon purchasing the lot. She claims that it is contrary to law to insist such rule.

Issue: WoN, Petitioner had knowledge of Rule 69 and whether the said rule is valid and binding upon petitioner.

Ruling:

Yes. In view of foregoing evidences, under the deed of Sale and Certificate of Perpetual Care petitioner agreed to be
bound not only by the existing rules but by future rules and regulation of the Park. The contract of adhesion wherein
one party imposes readymade form of contract is not against the law. It is as binding as ordinary contracts. The reason
being that the party who adheres to the contract is FREE to reject it entirely. Stringent treatment to such will only
prosper if done with one disadvantage party (example;. ignorant, indigent, mentally weak, tender age, handicap).
Petition denied.
NHA v CA GR No. 156437 (March 1, 2004)

FACTS:

Respondent Church seeks to acquire a lot in Cavite from Petitioner NHA. NHA approved the application hence Church
possessed the lands and made improvements.
Subsequently, NHA passed a resolution approving the sale for P700 per square meter or a total of P430,500. Church
gave a check worth P55,350 insisting that this was the agreed price. NHA averred saying the price of the properties
have changed. The Church made demands to the petitioner but the latter refused to accept the payment.

RTC: No valid contract of sale.

CA: affirmed but ruled for NHA to execute the sale of the said lots to Church for P700 per square meter as the NHA is
estopped from fixing a different price considering that the NHA resolution is still in effect. Also, in the basis of equity,
Church is allowed to purchase the property as he had been occupying the lot.

RULING:

Regarding Equity,

NHAs resolution regarding the price was not accepted by Church. Hence, the contract is inexistent. As such, it is
without force and effect from the very beginning, as if it had never been entered into. Equity cannot give validity to a
void contract, and this rule should apply with equal force to inexistent contracts.
NHA is not estopped from selling the subject lots at a price equal to their fair market value, even if it failed to expressly
revoke Resolution No. 2126.
However, Church despite knowledge that its intended contract of sale with the NHA had not been perfected
proceeded to introduce improvements on the land. On the other hand, NHA knowingly granted Church temporary use
of the subject properties and did not prevent the Church from making improvements thereon. Thus both the Church
and NHA, who both acted in bad faith shall be treated as if they were both in good faith.

Hence, Art 448 shall apply.

the owner of the land in which anything has been built, sown or planted in good faith, shall have the right to
appropriate as his own the works, sowing or planting, after payment of the indemnity provided for in articles 546 and
548, or to oblige the one who built or planted to pay the price of the land, and the one who sowed, the proper rent.
However, the builder or planter cannot be obliged to buy the land and if its value is considerably more than that of the
building or trees. In such case, he shall pay reasonable rent, if the owner of the land does not choose to appropriate
the building or trees after proper indemnity. The parties shall agree, on case of disagreement, court shall fix.
Tiu Peck v CA GR No. 104404 (May 6, 1993)

FACTS:

Petitioner Tiu Pecks father owned and operated Argentina Trading (buy and sell of hardware, lumber and general
merchandise). PR Tan King and Conchita Rubiato worked under him. However, the business permit was under
Conchitas name.
Sometime after his fathers death, both eventually became partners to the business.
Eventually both parties decided to end their business and entered into an agreement on Aug 31, 1983.
Tiu Peck took possession of the lumber and hardware business including the lot, building and merchandise therein.
Tan King and Conchita took possession of the piggery business including the lot, improvements and all the hogs
therein.
After 3 years, Tan and Conchita demanded the partition of the land where the lumber and hardware business was
located, and the land where the piggery business was located.
RTC ruled

RULING:

It cannot be said there was a business partnership between the parties absent the required public instrument
constituting the partnership and recorded in SEC
Hence, the parties are deemed co-owners of the real properties and the business they are engaged into. Nonetheless,
whether co-owners or partners as the case may be, the subject lands belong to both parties.
There is no question that both parties voluntarily entered into the agreement to apportion their business, whether as
partners or co-owners.
The agreement is the law between them. The facts that after signing the agreement both parties immediately took
possession of their respective shares is the most compelling evidence that there was indeed a binding partition of the
properties.
PR have no justification to refuse delivery of the land where the lumber and hardware business was located after they
agreed to the partition and thereafter took possession of the piggery business and operated it for 3 years, before
changing their minds and seeking a new partition.
Hence the Agreement on the On the Apportionment of Partnership Businesses, dated 31 August 1983, is hereby
declared valid.
The land title where the lumber and hardware was located belongs to the petitioner. The land and all improvements
devoted to the piggery business belongs to the PR.