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Prof. Joselito Guianan Chan's The Labor Code of the Philippines, Annotated Labor Standards & Social Legislation Volume I of a 3-Volume Series 2019 Edition (3rd Revised Edition)
 

 
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UNITED STATES SUPREME COURT JURISPRUDENCE
 

 
PHILIPPINE SUPREME COURT JURISPRUDENCE
 

   
July-2009 Jurisprudence                 

  • A.C. No. 6121 - TRINIDAD H. CAMARA, ET AL. v. ATTY. OSCAR AMONDY REYES

  • A.C. No. 7199 Formerly CBD 04-1386 - Foodsphere, Inc. v. Atty. Melanio L. Mauricio, Jr.

  • A.C. No. 7815 - Dolores C. Belleza v. Atty. Alan S. Macasa

  • A.C. No. 8243 - Rolando B. Pacana, Jr. v. Atty. Maricel Pascual-Lopez

  • A.C. No. 8252 - Natividad Uy v. Atty. Braulio RG Tansisin

  • A.M. No. 02-8-207-MTCC - Re: Report on the Judicial Audit Conducted in the Municipal Trial Court in Cities, Branch 2, Cagayan De Oro City

  • A.M. No. 03-7-170-MCTC - Re: Report on the Judicial Audit in Municipal Circuit Trial Court, Jiminez-Sinacaban, Misamis Occidental/ Judge Pricilla Hernandez

  • A.M. No. 08-3-73-MeTC - Re: Report on the Judicial Audit Conducted at the Metropolitan Trial Court, Branch 55, Malabon City

  • A.M. No. 08-4-4-SC - Re: Request of the Police Director General Avelino I. Razon for authority to delegate the endorsement of application for search warrant

  • A.M. No. 2008-24-SC - Re: Fighting incident between two(2) SC shutle bus drivers, namely, Messrs. Edilbert L. Idulsa and Ross C. Romero

  • A.M. No. MTJ-06-1651 - Prosecutor Robert M. Visbal v. Judge Wenceslao B. Vanilla, MTCC, Br. 2, Tacloban City

  • A.M. No. MTJ-08-1709 Formerly A.M. OCA IPI No. 02-1225-MTJ - Lanie Cervantes v. Judge Heriberto M. Pangilinan, and Clerk of Court III Carmencita P. Baloco, etc.

  • A.M. No. P-03-1677 & A.M. No. P-07-2317 - Liberty M. Toledo v. Liza Perez, Court Stenographer III, Office of the Clerk of Court, RTC, Manila

  • A.M. No. P-06-2212 - Geronimo Francisco v. Sebastian Bolivar, etc.

  • A.M. No. P-06-2217 Formerly OCA IPI No. 06-2375-P - Concerned Employees of the Municipal Trial Court of Meycauayan, Bulacan v. Larizza Paguio-Bacani, Branch COC II, MTC, Meycauayan, Bulacan

  • A.M. No. P-06-2219 Formerly A.M. No. 06-7-392-RTC - Office of the Court Administrator v. Officer-in-charge and Legal Researcher Nilda Cinco, RTC, Br. 28, Catbalogan, Samar

  • A.M. No. P-06-2245 Formerly OCA IPI NO. 06-2373-P and A.M. NO. MTJ-09-1741 Formerly OCA IPI No. 06-1853-MTJ : July 31, 2009 - Judge Jaime L. Dojillo, Jr. v. Concepcion Z. Ching, etc.

  • A.M. No. P-08-2578 Formerly OCA I.P.I. No. 08-2924-P - Gaspar R. Dutosme v. Atty. Rey D. Caayona

  • A.M. No. P-09-2644 Formerly OCA IPI No. 08-2787-P - Edgardo A. Quilo v. Rogelio G. Jundarino, Sheriff III, Metropolitan Trail Court, Branch 19, Manila

  • A.M. No. P-08-2132 Formerly A.M. OCA IPI No. 07-2549-RTJ - Atty. Florencio Alay Binalay v. Judge Elias O. Lelina, Jr.

  • A.M. No. RTJ-08-2158 Formerly OCA IPI No. 04-2018-RTJ - Alfredo Favor v. Judge Cesar O. Untalan, RTC, Branch 149, Makati City

  • A.M. No. RTJ-09-2175 - Venancio Inonog v. Judge Francisco B. Ibay, Presiding Judge, Regional Trial Court, Branch 135, Makati City

  • A.M. No. RTJ-09-2183 Formerly A.M. OCA IPI No. 05-2346-RTJ - Concerned Lawyers of Bulacan v. Presiding Judge Pornillos, RTC Br. 10, Malolos City.

  • A.M. No. RTJ-09-2186 Formerly A.M. OCA-IPI No. 03-1893-RTJ and A.M. No. RTJ-09-2187 Formerly A.M. OCA IPI No. 04-1993-RTJ - Atty. Nelson T. Antolin, et al. v. Judge Alex L. Quiroz, et al.

  • G.R. No. 141888 - Melba Rose R. Sasot v. Amado Yuson, et al.

  • G.R. No. 147957 - Privatization Management Office v. Legaspi Towers 300, Inc.

  • G.R. No. 148600 - Atty. Emmanuel Pontejos v. Hon. Aniano Desierto and Restituto Aquino

  • G.R. No. 149763 - Eduardo J. Mari o, Jr. et al. v. Gil Y. Gamilla, et al.

  • G.R. No. 150228 - Bank of America NT & SA v. Philippine Racing Club

  • G.R. No. 151424 - Eagle Realty Corporation v. Republic of the Philippines, etc., et al.

  • G.R. No. 151973 - National Power Corporation v. Sps. Lorenzo L. Laohoo, et al.

  • G.R. No. 152263 - Arthur Zarate v. Regional Trial Court, Br. Gingoog City, Misamis Oriental

  • G.R. No. 152496 - Sps. German Anunciacion, et al. v. Perpetua M. Bocanegra, et al.

  • G.R. No. 155491 - Smart Communications, Inc., v. The City of Davao, represented by its Mayor Hon. Rodrigo Duterte and the Sangguniang Panlunsod of Davao City

  • G.R. No. 156946 - Secretary of Finance v. Oro Maura Shipping Lines

  • G.R. No. 157607 - Land Bank of the Philippines v. Rowena O. Paden

  • G.R. No. 159131 - Heirs of Toribio Waga, represented by Merba A. Waga v. Isabelo Sacabin

  • G.R. No. 159358 - Eureka Personnel and Management Corp., and Nari K. Gidwani v. The Hon. National Labor Relations Commission, et al.

  • G.R. No. 159624 - Cebu Mactan Members Center, Inc. v. Masahiro Tsukahara

  • G.R. NOS. 160243-52 - Romeo D. Lonzanida v. People of the Philippines

  • G.R. No. 160265 - Nely T. Co. v. People of the Philippines, et al.

  • G.R. No. 160380 - Sps. Eduardo & Leticia Monta o v. Rosalina Francisco, et al

  • G.R. No. 160772 - Hilario P. Soriano v. Ombudsman Simeon V. Marcelo, et al.

  • G.R. No. 161051 - Compania General de Tabacos De Filipinas and La Flor De La Isabela, inc. v. Hon. Virgilio A. Sevandal, et al.

  • G.R. No. 161062 - Republic of the Philippines v. Ferventino U, Tango

  • G.R. No. 161238 - Heirs of Jose G. Santiago, namely: Julia G. Santiago, et al. v. Aurea G. Santiago, et al.

  • G.R. No. 161748 - Spouses Francisco and Betty Wong and Spouses Joaquin and Lolita Wong v. City of Iloilo, et al.

  • G.R. No. 162074 - Cecilleville Realty and Service Corporation v. Spouses Tito Acu a, et al.

  • G.R. No. 162540 - Gemma T. Jacinto v. People of the Philippines

  • G.R. No. 162721 - Petronila Maylem v. Carmelita Ellano and Antonia Morciento

  • G.R. No. 162738 - Sps. Elizabeth S. Tagle Ernesto R. Tagle v. Hon. Court of Appeals, RTC, Quezon City, Branch 97, Sps. Federico and Rosamyrna Carandang and Shriff Carol Bulacan

  • G.R. No. 162836 - Cerefina Argallon-Jocson and Rodolfo Tuising v. Maria Cristina Fertilizer Corporation and/or Marcelo Steel Corporation

  • G.R. No. 164244 - National Housing Authority v. Reynaldo Magat

  • G.R. No. 164315 - Alcatel Philippines, Inc. v. Rene R. Relos

  • G.R. No. 164560 - Ana De Guia San Pedro, et al. v. Hon. Fatima G. Asdala (etc.), et al.

  • G.R. No. 164800 - Republic of the Philippines v. Estate of Alfonso Lim, Sr., et al.

  • G.R. No. 164817 - Digna A. Najera v. Eduardo J. Najera

  • G.R. No. 164968 - Gloria Ocampo, et al. v. Land Bank of the Philippines, et al.

  • G.R. No. 165448 - Ernesto Aquino v. People of the Philippines

  • G.R. No. 165568 - Government Service Insurance System v. Abraham Lopez

  • G.R. No. 165678 - Rosario Panuncio v. People of the Philippines

  • G.R. No. 165907 - Spouses Dominador R. Narvaez and Lilia W. Narvaez v. Spouses Rose Ogas Alciso and Antonio Alciso

  • G.R. No. 166198 - Marcelino A. Magdadaro v. Philippine National Bank

  • G.R. No. 166553 - Republic of the Philippines, represented by the National Power Corporation v. Sps. Ruperto and Sonia S. Libuano, et al.

  • G.R. No. 166640 - Herminio Mariano, Jr. v. Ildefonso C. Callejas and Edgar De Borja

  • G.R. No. 166705 - Mantle Trading Services, Incorporated and/or Bobby Del Rosario v. National Labor Relations Commission and Pablo S. Madriaga

  • G.R. No. 166734 - Mandy Commodities Co., Inc. v. The International Commercial Bank of China

  • G.R. No. 166988 - Heirs of Emiliano San Pedro, etc. v. Pablito Garcia and Jose Calderon

  • G.R. No. 167232 - D.B.T. Mar-Bay Construction Incorporated v. Ricaredo Panes, et al.

  • G.R. No. 167546 - Sonny Romero y Dominguez v. People of the Philippines

  • G.R. No. 167809 - Land Bank of the Philippines v. Josefina R. Dumlao, et al.

  • G.R. No. 168406 - Club Filipino, Inc. and Atty. Roberto F. De Leon v. Benjamin Bautista, et al.

  • G.R. No. 169519 - Irenorio B. Balaba v. People of the Philippines

  • G.R. No. 169700 - In the Matter of the Allowance of the Will of Moises F. Banayad Apolonia Banayad Frianela v. Servillano Banayad, Jr.

  • G.R. No. 169878 - People of the Philippines v. Jesus Obero

  • G.R. No. 170014 - Renita Del Rosario, et al. v. Makati Cinema Square Corporation

  • G.R. No. 170472 - People of the Philippines v. Jojo Musa y Santos, et al.

  • G.R. NOS. 170615-16 - The Repuclic of the Philippines, represented by the Office of the Ombudsman, Ma. Merceditas N. Gutierrez, in her capacity as the Ombudsman v. Rufino V. Maijares, Roberto G. Ferrera, Alfredo M. Ruba and Romeo Querubin.

  • G.R. No. 171275 - Victor Meteoro, et al. v. Creative Creatures, Inc.

  • G.R. No. 171386 - Gloria R. Motos and Martin Motos v. Real Bank (A Thrift Bank), Inc.

  • G.R. No. 171586 - National Power Corporation v. Province of Quezon and Municipality of Pabgilao

  • G.R. No. 171655 - People of the Philippines v. Pablo L. Estacio, Jr. and Maritess Ang

  • G.R. No. 171842 - Gloria S. Dy v. Mandy Commodities Co., Inc.

  • G.R. No. 171968 - XYST Corporation v. DMC Urban Properties Development, Inc., Fe Aurora C. Castro (Intervenor)

  • G.R. No. 172174 - Davao Contractors Development Cooperative (DACODECO), represented by Chairman of the Board Engr. L. Chavez v. Marilyn A. Pasawa.

  • G.R. No. 172212 - Rafael Rondina v. Court of Appeals formet special 19th Division, unicraft Industries International Corp., Inc. Robert Dino, Cristina Dino, Michael Lloyd Dino, Allan Dino and Mylene June Dino.

  • G.R. No. 172342 - LWV Construction Corporation v. Marcelo B. Dupo

  • G.R. No. 172574 - Noli Lim v. Angelito Delos Santos, etc., Denia R. Adoyo, et al., (Intervenors) Gloria Murillo, et al., (Protestants)

  • G.R. No. 172640 - Victoriano Dela Pe a, et al. v. Spouses Vicente Alonzo, et al.

  • G.R. No. 172796 - Sps. Artemio and Esperanza Aduan v. Levi Chong

  • G.R. No. 173252 - Unisource Commercial and Development Corporation v. Joseph Chung, et al.

  • G.R. No. 173654-765 - People of the Philippines v. Teresita Puig and Romeo Porras

  • G.R. No. 174154 - Jesus Cuenco v. Talisay Tourist Sprots Complex, Incorporated and Matias B. Aznar III

  • G.R. No. 174238 - Anita Cheng v. Souses William and Tessie Sy

  • G.R. No. 174364 - Northwest Airlines v. Delfin S. Catapang

  • G.R. No. 174370 - People of the Philippines v. Willy Mardo Ganoy y Mamayabay

  • G.R. No. 174610 - Soriamont Steamship Agencies, Inc., et al. v. Sprint Transport Services, inc. etc.

  • G.R. No. 174803 - Marywin Albano-Sales v. Mayor Reynolan T. Sales and Court of Appeals

  • G.R. No. 174830 - Isabelita Vda. De Dayao and Heirs of Vicente Dayao v. Heirs of Gavino Robles, namely: Placida vda. De Robles, et al.

  • G.R. No. 174986, G.R. NO. 175071 and G.R. NO. 181415 - Armand O. Raquel-Santos, et al. v. Court of Appeals, et al.

  • G.R. No. 175352 - Dante Liban, et al. v. Richard J. Gordon

  • G.R. No. 175551 - Republic of the Philippines represented by the Manila International Airport Authority (MIAA) v. Hon. Francisco G. Mendioal, etc.

  • G.R. No. 175677 and G.R. NO. 177133 - Spouses Azucena B. Corpuz and Renato S. Corpuz v. Citibank, N.A. et al.

  • G.R. No. 175910 - Atty. Rogelio E. Sarsaba v. Fe vda De Te, represented by her Attorney-in-Fact Faustino Casta eda

  • G.R. No. 177007 - Sansio Philippines, Inc. v. Sps. Alicia Leodegario Mogol, Jr.

  • G.R. No. 177181 - Rabaja Ranch and Development Corporation v. AFP Retirement and Separation Benefits System

  • G.R. No. 177430 and G.R. NO. 178935 - Rene M. Francisco v. People of the Philippines

  • G.R. No. 177594 - University of San Agustin, Inc. v. University of San Agustin Employees Union-FFW

  • G.R. No. 177624 - Modesta Luna v. Juliana P. Luna, et al.

  • G.R. No. 177728 - Jenie San Juan Dela Cruz, et al., etc., v. Ronald Paul S. Gracia, etc.

  • G.R. No. 177766 - People of the Philippines v. Claro Jampas

  • G.R. No. 177768 - People of the Philippines v. Charmen Olivo y Along, Nelson Danda y Sambuto and Joey Zafra y Reyes

  • G.R. No. 177847 - Laurence M. Sison v. Eusebia Cariaga

  • G.R. No. 178058 - People of the Philippines v. Jessie Maliao y Masakit, Norberto Chiong y Discotido and Luciano Bohol y Gamana, Jessie Maliao y Masakit(Accused-Appellant)

  • G.R. No. 178205 - People of the Philippines v. Leo Quemeggen, Juanito De Luna

  • G.R. No. 178330 - Martin T. Sagarbarria v. Philippine Business Bank

  • G.R. No. 178490 - Commissioner of Internal Revenue v. Bank of the Philippine Islands

  • G.R. No. 178760 - Carmen B. Dy-Dumalasa v. Domingo Sabado S. Fernandez, et al.

  • G.R. NOS. 178831-32, G.R. No. 179120, G.R. NOS. 179132-33 and G.R. NOS. 179240-41 - Limkaichong v. Comission on Election

  • G.R. No. 178976 - Abelardo P. Abel v. Philex Mining Corporation represented by Fernando Agustin

  • G.R. No. 179061 - Sheala P. Matrido v. People of the Philippines

  • G.R. No. 179154 - People of the Philippines v. Roger Perez and Danilo Perez

  • G.R. No. 179177 - Carlos N. Nisda v. Sea Serve Maritime Agency, et al.

  • G.R. No. 179187 - People of the Philippines v. Renato Talusan y Panganiban

  • G.R. No. 179430 - Jamela Salic Maruhom v. Commssion on Elections and Mohammad Ali "Mericano" A. Abinal

  • G.R. No. 179271 and G.R. No. 179295 - BANAT v. Commission on Election

  • G.R. No. 179512 - Eagle Star Security Services, Inc. v. Bonifacio L. Mirando.

  • G.R. No. 179546 - Coca-Cola Bottlers Phils, Inc. v. Alan M. Agito, Regolo S. Oca III, et al.

  • G.R. No. 179653 - United Muslim and Christian Urban Poor Association, Inc., etc. v. BRYC-V Development Corporation, etc., et al.

  • G.R. No. 179674 - Pyro Coppermining Corporation v. Mines Adjudication Board-Department of Environment and Natural Resources, et al.

  • G.R. No. 179807 - Ramy Gallego v. Bayer Philippines, Inc., et al.

  • G.R. No. 179937 - The People of the Philippines v. Gerald Librea y Camitan

  • G.R. No. 180043 - Commissioner of Internal Revenue v. Philippine Airline, Inc. (PAL)

  • G.R. No. 180055 and G.R. No. 183055 - Franklin M. Drilon, et al. v. Hon. Jose de Venecia, Jr., et al.

  • G.R. No. 180066 - Commissioner of Internal Revenue v. Philippine Airlines, Inc.

  • G.R. No. 180458 - Development Bank of the Philippines v. Family Foods Manufacturing Co. Ltd. and Spouses Juliano and Catalina Centeno

  • G.R. No. 180465 - Eric Dela Cruz and Paul M. Lacuata v. Coca-Cola Bottlers Phils.

  • G.R. No. 180528 - Civil Service Commission v. Nelia O. Tahanlangit

  • G.R. No. 180568 - Lydia Montebon a.k.a. Jingle Montebon v. The Honorable Court of Appeals, et al.

  • G.R. No. 180675 - Virgilio Bote v. San Pedro Cineplex Properties Corporation

  • G.R. No. 181235 - Banco De Oro-EPCI, Inc. v. John Tansipek

  • G.R. No. 181393 - Grandteq Industrial Steel Products, Inc. and Abelardo M. Gonzales v. Edna Margallo

  • G.R. No. 181478 - Eddie T. Panlilio v. Commission on Elections and Lilia G. Pineda

  • G.R. No. 181531 - National Union of Workers in Hotels Restaurant and Allied Industries-Manila Pavilion Hotel Chapter v. Secretary of Labor and Employment, et al.

  • G.R. No. 182420 - People of the Philippines v. Elsie Barba

  • G.R .No. 182454 - People of the Philippines v. Felix Wasit

  • G.R. No. 182485 - Sps. Henry O and Pacita Cheng v. Sps. Jose Javier and Claudia Dailisan

  • G.R. No. 182567 - Guillermo M. Telmo v. Luciano M. Bustamante

  • G.R. No. 182687 - People of the Philippines v. Warlito Martinez

  • G.R. No. 182941 - Roberto Sierra y Caneda v. People of the Philippines

  • G.R. No. 183105 - Erna Casals, et al. v. Tayud Golf and Country Club, et al..

  • G.R. No. 183819 - People of the Philippines v. Arsenio Cortez y Macalindong a.k.a. "Archie"

  • G.R. No. 184586 - Rafael Flauta, Jr., et al. v. Commission on Elections, et al.

  • G.R. No. 184801 - Jonas Taguiam v. Commission on Election, et al.

  • G.R. No. 184948 - Cong. Glenn A. Chong, Mr. Charles Chong, and Mr. Romeo Arribe v. Hon. Philip L. Dela Cruz, et al.

  • G.R. No. 185035 - Government Service Insurance System v. Salvador A. De Castro

  • G.R. No. 185063 - Sps. Lita De Leon, et al. v. Anita B. De Leon, et al.

  • G.R. No. 185095 - Maria Susan L. Ra ola, et al. v. Spouses Fernando & Ma. Concepcion M. Ra ola

  • G.R. No. 185220 - Laguna Metts Corporation v. Court of Appeals, Aries C. Caalam and Geraldine Esguerra

  • G.R. No. 185389 - People of the Philippines v. Benjie Resurrection

  • G.R. No. 185401 - Henry "June" Due as, Jr. v. House of Representatives Electoral Tribunal and Angelito "Jett" P. Reyes

  • G.R. NO. 186007 and G.R. No. 186016 - Salvador Divinagracia, Jr. v. Commission on Elections and Alex A. Centena

  • G.R. No. 187152 - People of the Philippines v. Teodulo Villanueva, Jr.

  • UDK-14071 - Martin Gibbs Fletcher v. The Director of Bureau of Corrections or his representative

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    G.R. No. 171968 - XYST Corporation v. DMC Urban Properties Development, Inc., Fe Aurora C. Castro (Intervenor)

      G.R. No. 171968 - XYST Corporation v. DMC Urban Properties Development, Inc., Fe Aurora C. Castro (Intervenor)

    PHILIPPINE SUPREME COURT DECISIONS

    SECOND DIVISION

    [G.R. NO. 171968 : July 31, 2009]

    XYST CORPORATION, Petitioner, v. DMC URBAN PROPERTIES DEVELOPMENT INC., Respondent,
    FE AURORA C. CASTRO, Intervenor.

    D E C I S I O N

    QUISUMBING, J.:

    Before us is a Petition for Review assailing the September 26, 2005 Decision1 and the March 13, 2006 Order2 of the Regional Trial Court (RTC) of Makati City, Branch 64 in Civil Case No. 95-063.

    The facts are as follows:

    DMC Urban Properties Development, Inc. and Citibank N.A. entered into an agreement whereby they agreed to take part in the construction of the Citibank Tower, an office condominium building located at Villar corner Valero Streets, Makati City. In said agreement, DMC was allocated the 18th floor of the Citibank Tower subject to the condition that DMC shall not transfer any portion of its allocated floor or rights or interests thereto prior to the completion of the building without the written consent of Citibank N.A.

    Subsequently, DMC gave authority to sell to several brokers, one of which is herein intervenor, Fe Aurora Castro. Through her effort, Castro found a prospective buyer, Saint Agen Et Fils Limited (SAEFL for brevity), a foreign corporation represented by William Seitz. Notwithstanding the fact that the construction of the Citibank Tower was not yet completed, DMC negotiated with Seitz for the sale of its allocated floor to SAEFL.

    In a letter dated September 14, 1994,3 SAEFL accepted DMC's offer to sell. The terms of said letter are reproduced below:

    (1) Property Description
    Location : 18th Floor, Citibank Tower
    Paseo de Roxas, Makati
    Metro Manila18th Floor,
    Gross Floor Area : 2,034 sq m
    Net Saleable Area : 1,866 sq m
    Net Usable Area : 1,678 sq m
    Selling Price : P53,500/ - psm of saleable area
    Total Price : P99,831,000/ - *
    Parking Slots : 22

    * VAT tax for the account of the buyer, except that if payment of 26% of the total price is made before 30 September 1994, then VAT, if any, shall be for the account of the seller.

    The balance of P6,822,552.97 due to Citibank is included and, hence, is to be deducted from the amount due to DMC-UPDI.

    (2) Payment Terms
    Reservation Fee : P1,000,000/ - good [until]
    26 September 1994
    Non-refundable but applicable to the down payment.
    26% - Upon signing of
    agreement but not later
    than first banking hour
    of the 28th of September 1994.
    : P24,956,060/ -
    24% - Due on 31 October 1994
    (via post-dated check)
    : P23,959,440/ -
    50% - Due on 30 November 1994
    (via post-dated check)
    : P43,092,947.03
    * For the Account of the Seller : Expanded Withholding Tax
    with BIR clearance to the buyer
    stating that the seller has paid
    capital gains tax.
    For the Account of the Buyer : Doc stamps; registration; and
    notarial and all other [similar] fees.

    On September 16, 1994,4 SAEFL, knowing that the consent of Citibank N.A. must first be obtained, sent another letter obliging DMC to cause Citibank N.A. to enter into a Contract to Sell with SAEFL as an additional condition to the payment of the P1,000,000.00 reservation fee.

    Soon after, Seitz was informed that the 18th floor is not available for foreign acquisition, so Seitz told DMC that he would instead use XYST Corporation, a domestic corporation of which he is a director and shareholder, to purchase the subject property. XYST then paid the reservation fee. However, DMC advised XYST that the signing of the formal document will not take place since Citibank N.A. opted to exercise its right of first refusal. Hence, the parties agreed that should Citibank N.A. fail to purchase the 18th floor on the agreed date, the same should be sold to XYST.

    Eventually, Citibank N.A. did not exercise its right of first refusal, but it reminded DMC that should the sale of the floor to any party materialize, it should be consistent with the documents adopted by the co-founders of the project. Hence, a copy of a pro-forma Contract to Sell was given to DMC, a copy of which was then forwarded to XYST.

    DMC then undertook to obtain the conformity of Citibank N.A. to the intended sale but DMC encountered problems getting Citibank N.A. to accept the amendments that XYST wanted on the pro-forma contract.ςηαñrοblεš νιr υαl lαω lιbrαrÿ

    For such failure, DMC allowed XYST and Citibank N.A. to negotiate directly with one another to facilitate the transaction, but to no avail. Citibank N.A. refused to concur with the amendments imposed by XYST on the pro-forma contract. Hence, DMC decided to call off the deal and return the reservation fee of P1,000,000.00 to XYST.

    A complaint for specific performance with damages was then filed by XYST against DMC. Trial ensued and on September 26, 2005, the RTC dismissed XYST's complaint. The dispositive portion of said decision reads:

    WHEREFORE, in view of the foregoing, judgment is rendered as follows:

    1. The Complaint for Specific Performance and Damages filed by plaintiff XYST CORPORATION against defendant DMC-URBAN PROPERTIES DEVELOPMENT, INC., is DISMISSED. Plaintiff XYST CORPORATION is hereby ordered to pay defendant DMC-URBAN PROPERTIES DEVELOPMENT, INC. the amount of P1,000,000.00 as attorney's fees; andcralawlibrary

    2. The counterclaim of defendant DMC-URBAN PROPERTIES DEVELOPMENT, INC. against the Intervenor Fe Aurora Castro is DISMISSED.

    SO ORDERED.5

    XYST's motion for reconsideration was likewise denied. Hence, the instant petition where XYST raises the following issues:

    I.

    DID THE TRIAL COURT ERR IN FINDING THAT THERE WAS NO PERFECTED CONTRACT TO SELL BETWEEN XYST AND DEFENDANT DMC BASED ON THE SEPTEMBER 14 AND 16, 1994 LETTER AGREEMENTS, AND THAT DMC CANNOT BE COMPELLED TO PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT?

    II.

    DID THE TRIAL COURT ERR IN ORDERING XYST TO PAY DMC ATTORNEY'S FEES?

    III.

    IS XYST ENTITLED TO ATTORNEY'S FEES AND EXEMPLARY DAMAGES.6

    Simply stated, in our view, there is one major legal issue for our resolution: whether there is a perfected contract between DMC and XYST. This issue of a legal nature assumes primordial significance because it justified direct resort by petitioner to this Court in a Petition for Review .

    XYST argues that there exists a perfected contract of sale between the parties. This was perfected from the moment there was a meeting of the minds upon the thing which is object of the contract and upon the price as manifested by the September 14, 1994 letter. Hence, upon the perfection of the contract, the parties may reciprocally demand performance. Further, XYST avers that the P1,000,000.00 reservation fee it paid is actually in the nature of earnest money or down payment and shall be considered as part of the price and as proof of the perfection of the contract.

    Conversely, DMC insists that a contract to sell was entered into by the parties. It avers that in the contract to sell, the element of consent is lacking, and since the acceptance made by XYST is not absolute, no contract of sale existed between the parties. It claims that the terms, conditions and amendments which XYST tried to impose upon DMC and Citibank N.A. were proof that indeed XYST had qualifiedly accepted DMC's offer.

    We find the petition of XYST Corporation bereft of merit.

    It is a fundamental rule that, being consensual, a contract is perfected by mere consent.7 From the moment of a meeting of the offer and the acceptance upon the object and the cause that would constitute the contract, consent arises.8 The essence of consent is the conformity of the parties on the terms of the contract, that is, the acceptance by one of the offer made by the other.9 However, the acceptance must be absolute; otherwise, the same constitutes a counter-offer10 and has the effect of rejecting the offer.11

    Equally important are the three stages of a contract: (1) preparation or negotiation, (2) perfection, and (3) consummation. Negotiation begins from the time the prospective contracting parties manifest their interest in the contract and ends at the moment of agreement of the parties. The perfection or birth of the contract takes place when the parties agree upon the essential elements of the contract. The last stage is the consummation of the contract wherein the parties fulfill or perform the terms agreed upon in the contract, culminating in the extinguishment thereof.12

    XYST and DMC were still in the negotiation stage of the contract when the latter called off the deal. The facts show that DMC as agreed undertook to obtain the conformity of Citibank N.A. However, Citibank N.A.'s consent to the intended sale cannot be obtained since it does not conform to the amendments made by XYST on the pro-forma Contract to Sell. By introducing amendments to the contract, XYST presented a counter-offer to which DMC did not agree. Clearly, there was only an offer and a counter-offer that did not sum up to any final arrangement containing the elements of a contract. No meeting of the minds was established. The rule on the concurrence of the offer and its acceptance did not apply because other matters or details'in addition to the subject matter and the consideration would still be stipulated and agreed upon by the parties.13

    Therefore, since the element of consent is absent, there is no contract to speak of. Where the parties merely exchanged offers and counter-offers, no agreement or contract is perfected.ςηαñrοblεš νιr υαl lαω lιbrαrÿ

    As to XYST's claim that the P1,000,000.00 reservation fee it paid is earnest money, we hold that it is not. Earnest money applies to a perfected sale. Here, no contract whatsoever was perfected since the element of consent was lacking. Therefore, the reservation fee paid by XYST could not be earnest money.

    Coming now to the issue of whether DMC is entitled to attorney's fees, the Court finds that the award of attorney's fees to DMC is not proper. Article 2208 of the Civil Code states that in the absence of a stipulation, attorney's fees cannot be recovered, except in any of the following circumstances:

    (1) When exemplary damages are awarded;

    (2) When the defendant's act or omission has compelled the plaintiff to litigate with third persons or to incur expenses to protect his interest;

    (3) In criminal cases of malicious prosecution against the plaintiff;

    (4) In case of a clearly unfounded civil action or proceeding against the plaintiff;

    (5) Where the defendant acted in gross and evident bad faith in refusing to satisfy the plaintiff's plainly valid, just and demandable claim;

    (6) In actions for legal support;

    (7) In actions for the recovery of wages of household helpers, laborers and skilled workers;

    (8) In actions for indemnity under workmen's compensation and employer's liability laws;

    (9) In a separate civil action to recover civil liability arising from a crime;

    (10) When at least double judicial costs are awarded;

    (11) In any other case where the court deems it just and equitable that attorney's fees and expenses of litigation should be recovered.

    In the instant case, none of the enumerated grounds for recovery of attorney's fees is present.

    WHEREFORE, this petition is DENIED. The September 26, 2005 Decision and March 13, 2006 Order of the Regional Trial Court of Makati City, Branch 64 in Civil Case No. 95-063 are hereby AFFIRMED with the modification that the award of attorney's fees in favor of DMC is deleted. Costs against petitioner.

    SO ORDERED.


    Endnotes:


    * Designated member of the Second Division per Special Order No. 658.

    ** Designated member of the Second Division per Special Order No. 635.

    *** Designated member of the Second Division per Special Order No. 664.

    1 Rollo, pp. 9-29. Penned by Judge Delia H. Panganiban.

    2 Id. at 30-31.

    3 Id. at 105-106.

    4 Id. at 107.

    5 Id. at 29.

    6 Id. at 436-437.

    7 Civil Code, Art. 1315.

    8 Insular Life Assurance Company, Ltd. v. Asset Builders Corporation, G.R. No. 147410, February 5, 2004, 422 SCRA 148, 160.

    9 Salonga v. Farrales, No. L-47088, July 10, 1981, 105 SCRA 359, 368.

    10 Civil Code,

    Art. 1319. 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. (Emphasis supplied.)

    x x x

    11 III J.C. Vitug, Civil Law, Obligations and Contracts, 116 (2003).

    12 Gateway Electronics Corporation v. Land Bank of the Philippines, G.R. NOS. 155217 and 156393, July 30, 2003, 407 SCRA 454, 459.

    13 Insular Life Assurance Company, Ltd. v. Asset Builders Corporation, supra at 161-162.

    G.R. No. 171968 - XYST Corporation v. DMC Urban Properties Development, Inc., Fe Aurora C. Castro (Intervenor)


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