Philippine Supreme Court Jurisprudence


Philippine Supreme Court Jurisprudence > Year 1919 > August 1919 Decisions > G.R. No. 13791 August 7, 1919 - MARIA JACOBA FAUSTINA A. CRUZ v. VICENTE G. ALBERTO

039 Phil 991:




PHILIPPINE SUPREME COURT DECISIONS

EN BANC

[G.R. No. 13791. August 7, 1919. ]

MARIA JACOBA FAUSTINA CRUZ Y ALBERTO, Plaintiff-Appellant, v. VICENTE G. ALBERTO, Defendant-Appellee.

Gaston M. Ashe and Gibbs, McDonough & Johnson, for Appellant.

Kincaid & Perkins, for Appellee.

SYLLABUS


1. LANDLORD AND TENANT; EXTENSION OF TERM; CONSTRUCTION OF STIPULATION. — Where a contract of lease declares that it is extendible for six years "agreed upon by both parties," the lessee has the right to take for the additional period or to quit upon the expiration of the first term. In construing provisions of this character the tenant is favored, in case of uncertainty in the terms of the lease, and not the landlord.

2. CONTRACTS; INTERPRETATION; EXPERT WITNESSES. — Where a contract is expressed in non-technical terms and written in one of the official languages, its interpretation is for the court, and expert witnesses should not be heard upon the question of its legal meaning and effect.


D E C I S I O N


STREET, J. :


This is an action of unlawful detainer, originally instituted in the court of the justice of the peace of the city of Manila by the plaintiff, Maria Jacoba Faustina Cruz y Alberto, as owner of certain premises located in said city and at present occupied by the "Lux" theater, wherein she seeks to recover possession of the same from the defendant Vicente G. Alberto. The defendant bases his right to retain possession upon three leasehold contracts covering the property in question, whereby the plaintiff demised the premises for a term of years to the defendants. The execution of these three contracts is admitted by both parties; and the controversy is limited to the question whether, under said contracts, the defendant is entitled to hold for an additional term of six years after the end of the original term, which expired August 31,1916. The right to maintain the action, supposing the defendant to be unlawfully holding over after the determination of his rights under the contract of lease, is recognized in Section 80 of the Code of Civil Procedure. In the court of the justice of the peace, judgment was entered absolving the defendant from the complaint and the plaintiff appealed.

In the Court of First Instance judgment was likewise entered in favor of the defendant, and the plaintiff again appealed.

The question here presented is chiefly one of interpretation, arising upon the language used in paragraph (g) of the leasehold contract Exhibit A, which is as follows:jgc:chanrobles.com.ph

"That the term of this contract of lease shall be six years counted from the date of execution, and extendible for another six years agreed upon by both parties. (Que el termino de este contrato de arrendamiento, sera el de seis (6) años contados desde la fecha de su otorgamiento, y prorrogable a otros seis (6) años convenidos por ambas partes.)"

Exactly similar language is used in the second contract Exhibit B; while the words used in the third contract, Exhibit C, with reference to the extension of the lease, are these: Plus six years of extension agreed upon by both parties" ("mas seis (6) años de prorroga convenida por ambas partes").

It appears in evidence that, prior to the expiration of the original term, the defendant notified the plaintiff that he desired to take advantage of the clauses providing for the extension of the contracts for six years more, but was informed that the plaintiff was unwilling to concede such extension. The defendant appears to have invested about P20,000 in the improvement of the property and equipped it for the exhibition of cinematographic performances, for which purpose it is now used. Owing to the evident increased utility of the property resulting from the improvements placed upon it by the defendant, and also possibly to an appreciation in the value of the property in this neighborhood during the last few years, a reasonable rental, according to valuations current at the time of the trial, is greatly in excess of the amount named in the contract of lease.

In submitting the oral testimony, some slight effort was made on the part of the plaintiff to show that she had been deceived in some sense or other by the defendant at the time the first contract was made and that the written contracts failed to express the true intention of the parties. A preponderance of the evidence, however, plainly shows the words used in the contract were chosen by the contracting parties as a vehicle for the expression of their agreement, and they must be considered bound by those words in whatever sense may properly be ascribable to them.

It is contended on the part of the plaintiff-appellant that the expression "agreed upon by both parties" was used to denote that, while the parties were agreed upon a future extension of the lease, the same should not take place except by their mutual consent to be expressed in the future, that is to say, upon the expiration of the original term. These words, so it is insisted, do not refer to a past transaction but to some future agreement.

The trial judge held, on the contrary, that the phrase in question had the effect of conceding to the lessee a term of six full years in addition to the original term, being in practical effect equivalent to twelve years, if the lessee should elect, as he did, to have the term extended. In this connection his Honor noted that the words "agreed upon" are used adjectively in the contracts, as written in the original Spanish, to qualify "years" and "extension," respectively, and furthermore, that in the form of the perfect participle those qualifying words speak of something past and already determined.

We are of the opinion that the trial judge was entirely correct in his interpretation of the contracts in question; and though it must be admitted that this interpretation renders the words "agreed upon by both parties" superfluous, yet this does not involve any strain upon the meaning of the entire passage. If the interpretation which the appellant would have us adopt be true, the entire clause relative to the extension of the term would be superfluous, for if the extension is only to be effective upon a new agreement of the parties to be made at the expiration of the original term why should anything at all be said about an extension? Parties who are free to make one contract of lease are certainly free to make a new one when the old has expired without being reminded of their faculty to do so by the insertion of a clause of this kind in the first lease. This would not only be superfluous but nonsensical. The clause relative to the extension of the lease should, if possible, be so interpreted as to give it some force.

As we interpret the contracts before us, the parties meant to express the fact that they had already agreed that there might be an extension of the lease and had agreed upon its duration, thus giving the defendant the right of election to take for a second term or to quit upon the expiration of the original term. The clause in question has the same meaning as if the words "agreed upon by both parties" had been omitted and the passage had closed with a period after the word "years" in the first contract and after "extension in the third contract.

It has been held by this court that the word "extendible", standing without qualification in a contract of lease, means that the term of the lease may be extended and is equivalent to a promise to extend, made by the lessor to the lessee, and, as unilateral stipulation, obliges the promisor to fulfill his promise. (Legarda Koh v. Ongsiako, 36 Phil. Rep., 185). Such a stipulation is supported by the consideration which is at the basis of the contract of lease (16 R. C. L. pp. 883, 884) and obviously involves a mutuality of benefit or reciprocity, between the parties, notwithstanding the right of election is conceded solely to the lessee. As a general rule, in construing provisions of this character, the tenant is favored, where there is any uncertainty, and not the landlord, upon the principle that a grant should be taken most strongly against the grantor. (16 R.C.L., p. 884; 24 Cyc., 915.)

At the trial in the court below, the attorney for the plaintiff offered to introduce several witnesses, versed in the use of the Spanish language, who would have testified that the expression "and extendible for another six (6) years agreed upon by both parties" mean, in the Spanish language, that the term of the lease is for six years, which period may be extended for another six years if both parties to the contract agree thereto, that is, that the lease is only for six years and the extension for another six years is reserved for future agreement between the parties. The trial court refused to allow such testimony to be introduced on the ground that inasmuch as the contract was couched in non-technical terms and written in one of the official languages of the court, expert assistance was not needed in its interpretation. To this action of the court the plaintiff excepted and has assigned error thereon in this court. We agree that the testimony offered was rightly rejected. The question for decision is after all merely a question of law and of such a matter the court is the proper judge.

From what has been said it is evident that the judgment appealed from is correct, and the same must be affirmed. It is so ordered with costs against the Appellant.

Arellano, C.J., Torres, Avanceña and Moir, JJ., concur.

Separate Opinions


MALCOLM, J., dissenting:chanrob1es virtual 1aw library

The contract of lease contains the clause "convenidos por ambas partes." This is not a mere superfluity. It was used to denote that while the parties were agreed upon a future extension of the lease, the same would not take place except by their mutual consent. Consequently, the lease expired on August 31, 1916. Judgment should be reversed.




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