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[G.R. No. 148985.August 13, 2001]

ILUSORIO vs. HON. REYES, et al.

SECOND DIVISION

Gentlemen:

Quoted hereunder, for your information, is a resolution of this Court dated AUG 13 2001.

G.R. No. 148985(Ramon K. Ilusorio v. Hon. Antonio C. Reyes and Baguio Country Club Corporation.)

On May 2, 1994, David G. de Padua executed a Deed of Assignment in favor of petitioner Ilusorio with regard to a penthouse unit (PH-1) in respondent Baguio Country Club Corporation's clubhouse. Sections 4 and 6 of the Deed of Assignment provide:

Section Four - Limitation on Occupancy

The occupancy of and right of residence in the (Penthouse) Unit shall be limited to the following: a. Assignee - the Assignee must be a member of Baguio Country Club in good standing; b. Family Members/Employees. The Assignee's immediate family members or in the case of a corporation, its employees and staff;

..

Section Six - Use of Premises

The (Penthouse Unit) shall be used only for residential purposes by the Assignee and his/her immediate family members or employees and staff in case of a corporation, and for no other purposes. (Emphasis added)

The question is whether under these stipulations, petitioner is prohibited from allowing guests other than members of his immediate family to use the penthouse in question. It appears that from 1995 until 1999, petitioner allowed such guests to use the penthouse for which reason BCCC, in a letter dated July 26, 1999, called Ilusorio's attention to par. 4 of the Deed of Assignment. On September 1999, BCCC disallowed the use of the said penthouse unit by a guest of petitioner.

Petitioner therefore brought Suit against BCCC in the Regional Trial Court, Branch 61, Baguio City for the "declaration of nullity of limitations and/or injunction and damages." Pending decision on his petition, Ilusorio sought the issuance of a preliminary injunction and/or temporary restraining order against BCCC. In an order dated January 12, 2000, the trial court denied petitioner's prayer for injunction and/or TRO. Its order was affirmed by the Court of Appeals. Petitioner filed a motion for reconsideration, but his motion was likewise denied. Hence this petition for review.

The petition has no merit. For a writ of preliminary injunction to issue, the party applying for the same must show that (a) he has a clear legal right to be protected; (b) the invasion of his right is substantial; and (c) there is an urgent and paramount necessity for the issuance of the writ to prevent serious damage (See Dionisio v. Ortiz, 204 SCRA 745 (1991)). In this case, petitioner has failed to show a clear legal right to allow the use of the penthouse unit in question to guests who are not members of his immediate family. To the contrary, pars. 4 and 6 of the Deed of Assignment clearly provide that the occupancy and residency of the said penthouse unit are limited to the assignee and/or the immediate members of his family.

Petitioner contends that the term "occupancy of and right of residence in the unit" in par. 4 denotes a "permanent or continuing act of use and possession" so that temporary or transient use of the unit by guests other than members of his immediate family is not covered by the limitation. This is untenable. As the Court of Appeals held, the phrase "right of residence" in par. 4 should be taken together with par. 6, which states that the unit shall be used only for residential purposes as opposed to commercial, business, or industrial uses. Thus, the length or duration of the use of the penthouse unit for residential purposes cannot alter the clear provision of the Deed that only the assignee and/or members of his immediate family are entitled to use the same.

Neither could the fact that for a period of nearly five years petitioner had been letting guests other than members of his family use the penthouse be taken as the parties' contemporaneous interpretation of par. 4. BCCC explained this was made possible because petitioner's guests presented letters of introduction and the club personnel were not aware of the limitations with regard to the use of the penthouse units. But in 1999, after the management of BCCC discovered petitioner's violations of par. 4, the management lost no time in calling his attention thereto.

Nor could petitioner invoke estoppel to prevent respondent corporation from enforcing the terms of the Deed of Assignment. Petitioner, while a member of BCCC, was also president and chief executive officer of Multinational Investment Bank Corporation, the BCCC finance agent which drew up the terms of the Deed. He was therefore aware of the limitations on the use of the penthouse units and cannot claim to have been misled by respondent corporation's apparent acquiescence to his repeated disregard of the limitations. It is settled that for the equitable doctrine of estoppel to apply, the party invoking such has been intentionally misled by the other party (See Cristobal v. Gomez, 50 Phil. 810 (1927)).

Petitioner's reliance on the Maintenance Agreements entered into annually by him and respondent corporation to support his application for injunction is likewise unavailing. As explained by BCCC:

[T]he Maintenance Agreements alluded to by petitioner are optional and voluntary agreements auxiliary to the Deed. Under said Maintenance Agreements, private respondent Club, for a fee, undertook to provide maintenance services for the [penthouse] unit .

[T]he purpose of the Maintenance Agreements was for Private Respondent Club to provide services corollary to the assignment of the unit, more specifically for housekeeping and repair work services. The provisions of said Maintenance Agreements do not have the effect of clarifying or amending the Deed. The Maintenance Agreements are servile to and should be consistent with the Limitations set forth in the Deed and do not in any way prove that petitioner was entitled to introduce guests who are not immediate members of the family. (CA Decision, pp. 17-18; Rollo, pp. 36-37)

Admittedly, the stipulations invoked by petitioner refer to "users and guests" who are authorized to avail themselves of the maintenance and other related services offered by the club. However, as correctly contended by respondent corporation, the Maintenance Agreements were meant to supplement the principal contract of Deed of Assignment and, therefore, they cannot override its terms and conditions.

Anent petitioner's contention that respondent corporation's act in prohibiting his guests from using the penthouse unit in question had adversely affected his goodwill and reputation as a business executive, suffice it to say that even if true, such act cannot justify the issuance of the writ prayed for by him. Petitioner is not prevented from entertaining guests at the lodging, dining, recreational, and other facilities of the club which can serve as venue for the conduct of his business affairs.

For the foregoing reasons, the court RESOLVED to DENY the petition for lack of showing that the Court of Appeals committed a reversible error.

Very truly yours,

(Sgd.) TOMASITA M. MAGAY-DRIS
Clerk of Court


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