FIRST
DIVISION
ROBLETT
INDUSTRIAL CONSTRUCTION CORPORATION,
Petitioner,
G. R. No. 116682
January 2, 1997
-versus-
COURT
OF APPEALS and CONTRACTORS EQUIPMENT
CORPORATION,
Respondents.
D
E C I S I O N
BELLOSILLO, J.:
On 23 September
1986 respondent Contractors Equipment
Corporation [CEC] instituted an action for a sum of money against
petitioner
Roblett Industrial Construction Corporation [RICC] before the Regional
Trial Court of Makati alleging that in 1985 it leased to the latter
various
construction equipment which it used in its projects. As a result RICC
incurred unpaid accounts amounting to P342,909.38. On 19 December
1985 RICC through its Assistant Vice President for Finance Candelario
S.
Aller Jr. entered into an Agreement[1]
with CEC where it confirmed petitioner's account. As an off-setting
arrangement
respondent received from petitioner construction materials worth
P115,000.00
thus reducing petitioner's balance to P227,909.38.
A day before the
execution of their Agreement
or on 18 December 1985, RICC paid CEC P10,000.00 in postdated checks
which
when deposited were dishonored. As a consequence, the latter debited
the
amount to petitioner's account of P227,909.38, thus, increasing its
balance
to P237,909.38. On 24 July 1986 Mariano R. Manaligod Jr., General
Manager
of CEC, sent a letter of demand to petitioner through its Vice
President
for Finance regarding the latter's overdue account of P237,909.38 and
sought
settlement thereof on or before 31 July 1986. In reply, petitioner
requested
for thirty [30] days to have enough time to look for funds to
substantially
settle its account.cralaw:red
Traversing the
allegations of respondent, Candelario
S. Aller Jr. declared that he signed the Agreement with the real
intention
of having proof of payment. In fact Baltazar Banlot, Vice President for
Finance of petitioner, claimed that after deliberation and audit it
appeared
that petitioner overpaid respondent by P12,000.00 on the basis of the
latter's
Equipment Daily Time Reports for 2 May to 14 June 1985 which reflected
a total obligation of only P103,000.00. He claimed however that the
Agreement
was not approved by the Board and that he did not authorize Aller Jr.
to
sign thereon.cralaw:red
On rebuttal,
Manaligod Jr. declared that petitioner
had received a statement of account covering the period from 28 March
to
12 July 1985 in the amount of P376,350.18 which it never questioned.
From
this amount P3,440.80, based on respondent's account with petitioner
and
P30,000.00, representing payments made by the latter, were deducted
thus
leaving a balance of P342,909.38 as mentioned in the Agreement.cralaw:red
On 19 December
1990 the trial court rendered judgment
ordering petitioner to pay respondent: (a) P237,909.38 plus legal
interest
from 31 July 1986 until full payment; (b) P2,000.00 as litigation
expenses;
(c) 20% of the sum due and payable as attorney's fees; and (d) cost of
suit.[2]
Its ruling is anchored on its finding that:
1. The Court finds the Agreement [Exhibit
"A,"
Exhibit "I"] between the parties valid and that it reflects the true
intention
of the parties. It must be emphasized that the same agreement was used
by plaintiff as the basis for claiming defendant's obligation of
P237,909.38
and also used by defendant as the same basis for its alleged payment in
full of its obligation to plaintiff. But while plaintiff treats the
entire
agreement as valid, defendant wants the court to treat that portion
which
treats of the offsetting of P115,000.00 as valid, whereas it considers
the other terms and conditions as "onerous, illegal and want of prior
consent
and Board approval." This Court cannot agree to defendant's contention.
It must be stressed that defendant's answer was not made under oath,
and
therefore, the genuineness and due execution of the agreement [Exhibit
"A," Exhibit "I"] which was the basis for plaintiff's claim is deemed
admitted
[Section 8, Rule 8, Rules of Court]. Such admission, under the
principle
of estoppel, is rendered conclusive upon defendant and cannot be denied
or disproved as against plaintiff [Art. 1431, Civil Code]. Either the
agreement
[Exhibit "A," Exhibit "I"] is valid or void. It must be treated as a
whole
and not to be divided into parts and consider only those provisions
which
favor one party [in this case the defendant]. Contracts must bind both
contracting parties, its validity or compliance cannot be left to the
will
of one of them [Art. 1308, New Civil Code].
Defendant further contends that the
agreement
did not reflect the real intention of the parties. However, when
plaintiff
wrote defendant in its letter dated July 24, 1986 [Exhibit "F"] that it
be given thirty [30] days to substantially settle the same, clearly, at
this point in time, defendant did not question its account with
plaintiff,
nor did it question the validity nor the contents of the Agreement
[Exhibit
"A," Exhibit "I"]. This Court is not convinced that the Agreement
[Exhibit
"A," Exhibit "I") does not reflect the true intention of the parties.
On
the contrary, it does.
2. To the issue that defendant has fully
paid
its obligation to plaintiff by way of offset for the P115,000.00
construction
materials received by plaintiff, this Court finds the contention of
defendant
without basis in fact. Defendant's presentation of evidence [Exhibits
"2,"
"2-A" up to "2-Z"] merely consists of daily time reports of plaintiff
consisting
of 191 hours only, the period May 2, 1985 to June 14, 1985 and does not
reflect the entire period of the lease agreement [Exhibit "L"], while
plaintiff
accurately reflects in Exhibits "I," "J, "K" and its submarkings the
entire
period, covered by the lease agreement [Exhibit "L"], which is from
March
28, 1985 to July 12, 1985 and correctly states the amount due plaintiff
from defendant in the amount of P376,350.18.[3]
On 29 July 1994
respondent Court of Appeals affirmed
the decision of the trial court.[4]
Petitioner imputes the following errors to respondent court: [1] in not
holding that, insofar as it fixed petitioner's alleged obligation to
respondent
at P342,909.38, the Agreement is unenforceable for being in the nature
of an unauthorized contract; and, [2] in not holding that petitioner's
obligation to respondent had been fully paid and that petitioner even
overpaid
respondent by P12,000.00.
As regards the
first error, petitioner asserts
that the Agreement is unenforceable for having been executed by
Candelario
S. Aller Jr. without authority.cralaw:red
Significantly, in
the proceedings before respondent
Court of Appeals, petitioner assigned a lone error allegedly committed
by the trial court, i.e., full payment, if not overpayment by
P12,000.00,
of the obligation referred to in the second issue raised in the
petition
therein. Quite obviously, having limited itself to that particular
issue
to the exclusion of any other, petitioner can no longer be permitted to
assail the finding of the trial court on the validity of the Agreement.[5]
As regards the
factual issue on the correctness
of the amount of petitioner's obligation, or whether it has been fully
paid, petitioner insists that from a perusal of Exhs. "2," "2-A" to
"2-Z"
all of which refer to respondent's Equipment Daily Time Reports for 2
May
to 14 June 1985, it was established that the equipment leased was
actually
used for only 191 hours. Multiplying 191 hours by the rental rate of
P540.00
per hour will amount to P103,140.00 which is petitioner's correct
rental
obligation to respondent. Taking into account the construction
materials
worth P115,000.00 received by respondent from petitioner an overpayment
of P12,000.00 more or less results. In the absence of any showing that
the trial court failed to appreciate facts and circumstances of weight
and substance that would have altered its conclusion, no compelling
reason
exists for this Court to impinge upon matters more appropriately within
its province.[6]
Consequently, we sustain the finding of the trial court that the
evidence
relied upon by petitioner is incomplete as it does not reflect the
entire
period of the lease agreement which, on the basis of respondent's
evidence,
covered the period of 28 March to 12 July 1985.cralaw:red
Furthermore,
estoppel in pais arises when
one, by his acts, representations or admissions, or by his own silence
when he ought to speak out, intentionally or through culpable
negligence,
induces another to believe certain facts to exist and such other
rightfully
relies and acts on such belief, so that he will be prejudiced if the
former
is permitted to deny the existence of such facts.[7]
This doctrine obtains in the present case. A statement of account for
P376,350.18
covering the period above mentioned was received from respondent by
petitioner
with nary a protest from the latter. Neither did petitioner controvert
the demand letter concerning the overdue account of P237,909.38; on the
contrary, it asked for ample time to source funds to substantially
settle
the account.cralaw:red
WHEREFORE, the
petition is DENIED. The decision
of respondent Court of Appeals dated 29 July 1994 affirming that of the
Regional Trial Court of Makati dated 19 December 1990 is AFFIRMED.
Costs
against petitioner.cralaw:red
SO ORDERED.cralaw:red
Padilla, Vitug,
Kapunan and Hermosisima, Jr.,
JJ., concur.cralaw:red
___________________________
Endnotes
[1]
Exh. "A," Records, pp. 5-6.
[2]
Decision penned by Judge Ignacio M. Capulong, NCJR, RTC Br. 134,
Makati, Metro Manila, Rollo, p. 25.
[3]
Rollo, p. 24.
[4]
Decision penned by Justice Serafin V. C. Guingona, concurred in by
Justices
Gloria C. Paras and Eubulo G. Verzola; Rollo, p. 38.
[5]
See Compañia Maritima v. Court of Appeals, G. R. No. 50900, 9
April
1985, 135 SCRA 593.
[6]
People v. Caras, G. R. No. 112731, 18 July 1994, 234 SCRA 199.
[7]
Panay Electric Co. v. Court of Appeals, G. R. No. 81939, 29 June 1989,
174 SCRA 500. |