October 2009 - Philippine Supreme Court Decisions/Resolutions
Philippine Supreme Court Jurisprudence
G.R. No. 185066 - Philippine Charter Insurance Corporation v. Philippine National Construction Corporation
SECOND DIVISION
[G.R. NO. 185066 : October 2, 2009]
PHILIPPINE CHARTER INSURANCE CORPORATION, Petitioner, v. PHILIPPINE NATIONAL CONSTRUCTION CORPORATION, Respondent.
R E S O L U T I O N
BRION, J.:
Petitioner Philippine Charter Insurance Corporation (PCIC) submits the present motion for the reconsideration1 of our Resolution dated December 17, 2008, which denied due course to its Petition for Review on certiorari.2 It seeks to reinstate the petition and effect a reversal of the Court of Appeals (CA) Decision3 and Resolution4 dated January 7, 2008 and October 29, 2008, respectively, in CA-G.R. CV No. 86948. In its petition, the petitioner imputes reversible error on the appellate court for ruling that it is liable under PCIC Bond No. 27547 and under PCIC Bond No. 27546, as the latter bond was not covered by the complaint for collection of sum of money filed by respondent Philippine National Construction Corporation (PNCC).5
The facts, as drawn from the records, are briefly summarized below.
PNCC is engaged in the construction business and tollway operations. On October 16, 1997, PNCC conducted a public bidding for the supply of labor, materials, tools, supervision, equipment, and other incidentals necessary for the fabrication and delivery of 27 tollbooths to be used for the automation of toll collection along the expressways. Orlando Kalingo (Kalingo) won in the bidding and was awarded the contract.
On November 13, 1997, PNCC issued - in favor of Kalingo - Purchase Order (P.O.) No. 71024L for 25 units of tollbooths for a total of P2,100,000.00, and P.O. No. 71025L for two units of tollbooths amounting to P168,000.00. These issuances were subject to the condition, among others, that each P.O. shall be covered by a surety bond equivalent to 100% of the total down payment (50% of the total cost reflected on the P.O.), and that the surety bond shall continue in full force until the supplier shall have complied with all the undertakings and covenants to the full satisfaction of PNCC.
Kalingo, hence, posted surety bonds - Surety Bond Nos. 27546 and 27547 - issued by the PCIC and whose terms and conditions read:
Surety Bond No. 27546
To supply labor, materials, tools, supervision equipment, and other incidentals necessary for the fabrication and delivery of Two (2) Units Toll Booth at San Fernando Interchange SB Entry as per Purchase Order No. 71025L, copy of which is attached as Annex "A." This bond also guarantees the repayment of the down payment or whatever balance thereof in the event of failure on the part of the Principal to finish the project due to his own fault.
It is understood that the liability of the Surety under this bond shall in no case exceed the sum of P84,000.00, Philippine Currency.6
Surety Bond No. 27547
To supply labor, materials, tools, supervision equipment, and other incidentals necessary for the fabrication and delivery of Twenty-five (25) Units Toll Booth at designated Toll Plaza as per Purchase Order No. 71024L, copy of which is attached as Annex "A." This bond also guarantees the repayment of the down payment or whatever balance thereof in the event of failure on the part of the Principal to finish the project due to his own fault.
It is understood that the liability of the Surety under this bond shall in no case exceed the sum of P1,050,000.00, Philippine Currency.7
To illustrate, the PCIC surety bonds are in the amounts corresponding to down payments on each P.O., as follows:
Surety Bond No.
Purchase Order
Units Covered
Total Cost
Surety Amount (equivalent to 50% down payment)
Bond No. 27547
P.O. No. 71024L
25
P2,100,000
P1,050,000Bond No. 27546
P.O. No. 71025L
2
P168,000
P84,000
Both surety bonds also contain the following conditions: (1) the liability of PCIC under the bonds expires on March 16, 1998; and (2) a written extrajudicial demand must first be tendered to the surety, PCIC, within 15 days from the expiration date; otherwise PCIC shall not be liable thereunder and the obligee waives the right to claim or file any court action to collect on the bond. The following stipulation appears in the last paragraph of these bonds:
The liability of PHILIPPINE CHARTER INSURANCE CORPORATION under this bond will expire on March 16, 1998. Furthermore, it is hereby agreed and understood that PHILIPPINE CHARTER INSURANCE CORPORATION will not be liable for any claim not presented to it in writing within FIFTEEN (15) DAYS from the expiration of this bond, and that the Obligee hereby waives its right to claim or file any court action against the Surety after the termination of FIFTEEN (15) DAYS from the time its cause of action accrues.8 (Emphasis supplied.)
PNCC released two checks to Kalingo representing the down payment of 50% of the total project cost, which were properly receipted by Kalingo.9 Kalingo in turn submitted the two PCIC surety bonds securing the down payments, which bonds were accepted by PNCC.
On March 3, 4, and 5, 1998, Kalingo made partial/initial delivery of four units of tollbooths under P.O. No. 71024L. However, the tollbooths delivered were incomplete or were not fabricated according to PNCC specifications. Kalingo failed to deliver the other 23 tollbooths up to the time of filing of the complaint; despite demands, he failed and refused to comply with his obligation under the POs.
On March 9, 1998, six days before the expiration of the surety bonds and after the expiration of the delivery period provided for under the award, PNCC filed a written extrajudicial claim against PCIC notifying it of Kalingo's default and demanding the repayment of the down payment on P.O. No. 71024L as secured by PCIC Bond No. 27547, in the amount of P1,050,000.00. The claim went unheeded despite repeated demands. For this reason, on April 24, 2001, PNCC filed with the Regional Trial Court (RTC), Mandaluyong City a complaint for collection of a sum of money against Kalingo and PCIC.10 PNCC's complaint against PCIC called solely on PCIC Bond No. 27547; it did not raise or plead collection under PCIC Bond No. 27546 which secured the down payment of P84,000.00 on P.O. No. 71025L.
PCIC, in its answer, argued that the partial delivery of four out of the 25 units of tollbooth by Kalingo under P.O. No. 71024L should reduce Kalingo's obligation.
The RTC, by Decision of October 31, 2005, ruled in favor of PNCC and ordered PCIC and Kalingo to jointly and severally pay the latter P1,050,000.00, representing the value of PCIC Bond No. 27547, plus legal interest from last demand, and P50,000.00 as attorney's fees. Reconsideration of the trial court's decision was denied. The trial court made no ruling on PCIC's liability under PCIC Bond No. 27546, a claim that was not pleaded in the complaint.
On appeal, the CA, by Decision11 of January 7, 2008, held that the RTC erred in ruling that PCIC's liability is limited only to the payment of P1,050,000.00 under PCIC Bond No. 27547 which secured the down payment on P.O. No. 71024L. The appellate court held that PCIC, as surety, is liable jointly and severally with Kalingo for the amount of the two bonds securing the two POs to Kalingo; thus, the CA also held PCIC liable under PCIC Bond No. 27546 which secured the P84,000.00 down payment on P.O. No. 71025L.
Reconsideration having been denied by the appellate court in its Resolution12 of October 29, 2008, the PCIC lodged a Petition for Review on Certiorari 13 before this Court.
The Court, by Resolution of December 17, 2008, denied due course to the petition.14 Hence, the PCIC filed the present motion for reconsideration submitting the following issues for our resolution:
I. WHETHER THE APPELLATE COURT ERRED IN RULING THAT PCIC SHOULD ALSO BE HELD LIABLE UNDER BOND NO. 27546, COLLECTION UNDER WHICH WAS NOT SUBJECT OF RESPONDENT PNCC's COMPLAINT FOR COLLECTION OF SUM OF MONEY;
II. WHETHER THE CHECKS ISSUED IN "1997" BY RESPONDENT PNCC TO KALINGO WERE GIVEN 10 MONTHS PRIOR TO THE AWARD OF THE PROJECT AND AMOUNTS TO CONCEALMENT OF MATERIAL FACT VITIATING THE SURETY BONDS ISSUED BY THE PETITIONER; andcralawlibrary
III. WHETHER THE APPELLATE COURT ERRED IN HOLDING PETITIONER PCIC LIABLE FOR ATTORNEY'S FEES.
The second issue is a factual matter not proper in proceedings before this Court. The PCIC's position that the checks were issued 10 months prior to the award had already been rejected by both the RTC and the CA; both found that the year "1997" appearing on the checks was a mere typographical error which should have been written as "1998."15 Consequently, we shall no longer discuss the PCIC's allegation of material concealment; the factual findings of the RTC, as affirmed by the CA, are conclusive on us.
Our consideration shall focus on the remaining two issues.
The PCIC presents, as its first issue, the argument that "[w]hen the Court of Appeals rendered judgment on Bond No. 27546, which was not subject of respondent's complaint, on the ground that respondent was incorrect in not filing suit for Bond No. 27546, the Court of Appeals virtually acted as lawyer for respondent."16
We find the PCIC's position meritorious.
The issue before us calls for a discussion of a court's basic appreciation of allegations in a complaint. The fundamental rule is that reliefs granted a litigant are limited to those specifically prayed for in the complaint; other reliefs prayed for may be granted only when related to the specific prayer(s) in the pleadings and supported by the evidence on record. Necessarily, any such relief may be granted only where a cause of action therefor exists, based on the complaint, the pleadings, and the evidence on record.
Section 2, Rule 2 of the 1997 Rules of Civil Procedure defines a cause of action as the act or omission by which a party violates the right of another. It is the delict or the wrongful act or omission committed by the defendant in violation of the primary right of the plaintiff.17 Its essential elements are as follows:
1. A right in favor of the plaintiff by whatever means and under whatever law it arises or is created;
2. An obligation on the part of the named defendant to respect or not to violate such right; andcralawlibrary
3. Act or omission on the part of such defendant in violation of the right of the plaintiff or constituting a breach of the obligation of the defendant to the plaintiff for which the latter may maintain an action for recovery of damages or other appropriate relief.18
Only upon the occurrence of the last element does a cause of action arise, giving the plaintiff the right to maintain an action in court for recovery of damages or other appropriate relief.19
Each of the surety bonds issued by PCIC created a right in favor of PNCC to collect the repayment of the bonded down payments made on the two POs if contractor Kalingo defaults on his obligation under the award to fabricate and deliver to PNCC the tollbooths contracted for. Concomitantly, PCIC, as surety, had the obligation to comply with its undertaking under the bonds to repay PNCC the down payments the latter made on the POs if Kalingo defaults.
It must be borne in mind that each of the two bonds is a distinct contract by itself, subject to its own terms and conditions. They each contain a provision that the surety, PCIC, will not be liable for any claim not presented to it in writing within 15 days from the expiration of the bond, and that the obligee (PNCC) thereby waives its right to claim or file any court action against the surety (PCIC) after the termination of 15 days from the time its cause of action accrues. This written claim provision creates a condition precedent for the accrual of: (1) PCIC's obligation to comply with its promise under the particular bond, and of (2) PNCC's right to collect or sue on these bonds. PCIC's liability to repay the bonded down payments arises only upon PNCC's filing of a written claim - notifying PCIC of principal Kalingo's default and demanding collection under the bond - within 15 days from the bond's expiry date. PNCC's failure to comply with the written claim provision has the effect of extinguishing PCIC's liability and constitutes a waiver by PNCC of the right to claim or sue under the bond.
Liability on a bond is contractual in nature and is ordinarily restricted to the obligation expressly assumed therein. We have repeatedly held that the extent of a surety's liability is determined only by the clause of the contract of suretyship and by the conditions stated in the bond. It cannot be extended by implication beyond the terms of the contract.20 Equally basic is the principle that obligations arising from contracts have the force of law between the parties and should be complied with in good faith.21 Nothing can stop the parties from establishing stipulations, clauses, terms and conditions as they may deem convenient, provided they are not contrary to law, morals, good customs, public order, or public policy.22 Here, nothing in the records shows the invalidity of the written claim provision; therefore, the parties must strictly and in good faith comply with this requirement.
The records reveal that PNCC complied with the written claim provision, but only with respect to PCIC Bond No. 27547. PNCC filed an extrajudicial demand with PCIC informing it of Kalingo's default under the award and demanding the repayment of the bonded down payment on P.O. No. 71024L. Conversely, nothing in the records shows that PNCC ever complied with the provision with respect to PCIC Bond No. 27546. Why PNCC complied with the written claim provision with respect to PCIC Bond No. 27547, but not with respect to PCIC Bond No. 27546, has not been explained by PNCC. Under the circumstances, PNCC's cause of action with respect to PCIC Bond No. 27546 did not and cannot exist, such that no relief for collection thereunder may be validly awarded.
Hence, the trial court's decision finding PCIC liable solely under PCIC Bond No. 27547 is correct - not only because collection under the other bond, PCIC Bond No. 27546, was not raised or pleaded in the complaint, but for the more important reason that no cause of action arose in PNCC's favor with respect to this bond. Consequently, the appellate court was in error for including liability under PCIC Bond No. 27546.
PNCC insists that conformably with the ruling of the CA, it should be entitled to collection under PCIC Bond No. 27546, although collection thereunder was not specifically raised or pleaded in its complaint, because the bond was attached to the complaint and formed part of the records. Also, considering that PCIC's liability as surety has been duly proven before the trial and appellate courts, PNCC posits that it is entitled to repayment under PCIC Bond No. 27546.
PNCC might be alluding to Section 2(c), Rule 7 of the Rules of Court, which provides that a pleading shall specify the relief sought, but may add a general prayer for such further or other reliefs as may be deemed just and equitable. Under this rule, a court can grant the relief warranted by the allegation and the proof even if it is not specifically sought by the injured party;23 the inclusion of a general prayer may justify the grant of a remedy different from or together with the specific remedy sought,24 if the facts alleged in the complaint and the evidence introduced so warrant.25
We find PNCC's argument to be misplaced. A general prayer for "other reliefs just and equitable" appearing on a complaint or pleading normally enables the court to award reliefs supported by the complaint or other pleadings, by the facts admitted at the trial, and by the evidence adduced by the parties, even if these reliefs are not specifically prayed for in the complaint. We cannot, however, grant PNCC the "other relief" of recovering under PCIC Bond No. 27546 because of the respect due the contractual stipulations of the parties. While it is true that PCIC's liability under PCIC Bond No. 27546 would have been clear under ordinary circumstances (considering that Kalingo's default under his contract with PNCC is now beyond dispute), it cannot be denied that the bond contains a written claim provision, and compliance with it is essential for the accrual of PCIC's liability and PNCC's right to collect under the bond.
As already discussed, this provision is the law between the parties on the matter of liability and collection under the bond. Knowing fully well that PCIC Bond No. 27546 is a matter of record, duly proven and susceptible of the court's scrutiny, the trial and appellate courts must respect the terms of the bond and cannot just disregard its terms and conditions in the absence of any showing that they are contrary to law, morals, good customs, public order, or public policy. For its failure to file a written claim with PCIC within 15 days from the bond's expiry date, PNCC clearly waived its right to collect under PCIC Bond No. 27546. That, wittingly or unwittingly, PNCC did not collect under one bond in favor of calling on the other creates no other conclusion than that the right to collect under the former had been lost. Consequently, PNCC's cause of action with respect to PCIC Bond No. 27546 cannot juridically exist and no relief therefore may be validly given. Hence, the CA invalidly rendered judgment with respect to PCIC Bond No. 27546, and its award based on this bond must be deleted.
On the third issue, we hold that PCIC should be held liable for the attorney's fees PNCC incurred in bringing suit. PCIC's unjust refusal to pay despite PNCC's written claim compelled the latter to hire the services of an attorney to collect on PCIC Bond No. 27547.
WHEREFORE, premises considered, we SET ASIDE our Resolution of December 17, 2008 and GRANT the present motion for reconsideration. The Petition for Review on Certiorariis PARTLY GRANTED. The assailed Court of Appeals Decision of January 7, 2008 and Resolution of October 29, 2008 are hereby AFFIRMED with MODIFICATION, deleting petitioner PCIC's liability under PCIC Bond No. 27546. All other matters in the assailed Court of Appeals decision and resolution are AFFIRMED.
SO ORDERED.
Endnotes:
* Designated additional Member of the Second Division per Special Order No. 691 dated September 4, 2009.
** Designated Acting Chairperson of the Second Division per Special Order No. 690 dated September 4, 2009.
1 Rollo, pp. 59-68.
2 Under Rule 45 of the Rules of Court.
3 Penned by Associate Justice Monina Arevalo-Zenarosa, and concurred in by Associate Justice Conrado M. Vasquez, Jr. and Associate Justice Edgardo F. Sundiam; rollo, pp. 26-37.
4 Id., pp. 40-42.
5 Id., pp. 51-57.
6 CA Decision, id., p. 30.
7 Id., p. 31.
8 PCIC's Motion for Reconsideration, id., pp. 64-65.
9 The date appearing on the checks was erroneously placed as "26 January 1997." As clarified by the RTC, and affirmed by the CA, the year "1997" appearing on the checks was a mere typographical error which should have been written as "1998"; id., pp. 28 and 35.
10 Id., pp. 51-57.
11 Id., pp. 26-38.
12 Id., pp. 40-42.
13 Id., pp. 8-21.
14 Id., p. 58.
15 Id., pp. 28 and 35.
16 See Motion for Reconsideration, id., p. 59.
17 Ferrer v. Ferrer, G.R. No. 166496, November 29, 2006, 508 SCRA 570, 578-579; Danfoss, Incorporated v. Continental Cement Corporation, G.R. No. 143788, September 9, 2005, 469 SCRA 505, 511.
18 Agoy v. Court of Appeals, G.R. No. 162927, March 6, 2007, 517 SCRA 535, 541; Swagman Hotels and Travel, Inc. v. Court of Appeals, G.R. No. 161135, April 8, 2005, 455 SCRA 175, 183.
19 Zepeda v. China Banking Corporation, G.R. No. 172175, October 9, 2006, 504 SCRA 126, 131; Swagman Hotels and Travel, Inc. v. Court of Appeals, supra note 18.
20 Philippine Commercial & Industrial Bank v. Court of Appeals, G.R. No. L-34959, March 18, 1988, 159 SCRA 24, citing Zenith Insurance Corp. v. Court of Appeals, G.R. No. 57957, December 29, 1982, 119 SCRA 485.
21 CIVIL CODE, Article 1159.
22 Id., Article 1306.
23 De Guzman v. NLRC, G.R. No. 90856, July 23, 1992, 211 SCRA 723, 732.
24 Sps. Gutierrez v. Sps. Valiente, G.R. No. 166802, July 4, 2008, 557 SCRA 211, 225-226; BPI Family Bank v. Buenaventura, G.R. NOS. 148196 & 148259, September 30, 2005, 471 SCRA 431.
25 Eugenio, Sr. v. Velez, G.R. No. 85140, May 17, 1990, 185 SCRA 425, 432-433.
