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[G.R. No. 137884.
THE INSULAR LIFE ASSURANCE CO., LTD., vs. TOYOTA BEL-AIR, INC.
THIRD DIVISION
Gentlemen:
Quoted hereunder, for your information, is a
resolution of this Court dated
G.R. No. 137884(The Insular Life Assurance Co., Ltd., vs. Toyota Bel-Air, Inc.)
This is a Petition for Review on
Certiorari of the Decision
1
Rollo, 30.of the Regional Trial Court
2
Penned by Judge Oscar
B. Pimentel.of
Makati City,
Branch 148 in Civil Case No. 98-2075 dated
On January 28, 1998, petitioner
Insular Life Assurance Company Ltd. filed an action for unlawful detainer
against the herein respondent, Toyota Bel Air, Inc. in the Metropolitan Trial
Court of Makati City. On
On
"WHEREAS, in a certain action for "EJECTMENT" of the following described premises to wit: "Parcel of Land and Building located at Pasong Tamo, Makati City under TCT No. 64737 the Registry of Deeds of Rizal lately tried before me wherein the above parties were plaintiff/s and the defendant/s judgment was rendered on the 3rd day of July 1998 , that plaintiff/s and all persons claiming under him/her/them have restitution of the premises from April 15, 1997 until possession of the subject premises and also that he/she/they recover the sum of P585,640.00 a month from April 15, 1997 until possession of the subject premises is surrendered to plaintiff; to recover the sum of P50,000.00 as and for attorney's fees; P20,000.00 as expenses of litigation and costs of suit." 7 Rollo, 123.
The Deputy Sheriff of the Makati
MTC executed the writ by levying on property belonging to the respondent
consisting of cars, office equipment,. furniture, service machines and real
property. The auction of the levied properties was scheduled on
Four days prior to the auction
sale, the respondent filed a petition for certiorari with prayer for injunctive
relief with the Regional Trial Court of. Makati
charging the MTC with grave abuse of discretion in issuing the Writ of
Execution. The respondent alleged that the order contained in the writ of
execution differed from the dispositive portion of the decision it sought to
execute. The respondent claimed that unlike the writ of execution, the
dispositive portion of the MTC decision did not specify that the payment of
P585,640.00 should be counted from
Meanwhile, during the pendency
of the respondent's petition, the petitioner filed a "Motion to Clarify
Decision Dated
"WHEREFORE, premises considered, the court hereby clarify its
decision dated
On September 30, 1998, the RTC
rendered its decision in favor of the respondent and quashed the writ of
execution issued by the MTC on the ground that the same was void and at the
same time ordered the respondent to consignate the amount of P1,171,280.00 in
favor of the herein petitioner as reasonable rentals from July 3 to September
8, 1998 and to consignate in Court the amount of P585,640.00 a month
representing monthly rentals thereafter. The RTC ruled that the clarificatory
order issued by the MTC did not cure the ambiguity in the decision of the MTC
since it only ordered the respondent to pay P585,640.00 until possession
of the property is surrendered to the petitioner considering that it omitted
the phrase "a month" which originally stated in the decision.
The ruling of the RTC prompted
the petitioner to file a "Second Motion to Clarify Decision Dated
"2. To pay reasonable compensation at the rate of P585,640.00
a month as of
Motion for Reconsideration of the decision was denied 12 Rollo, 267.hence this petition.
Instead of filing comment to the
petition, the respondent submitted a Manifestation and Motion
13
Rollo,
276. with this Court alleging that the parties have been negotiating
towards an amicable settlement and that the parties have executed a written
Agreement
14
Rollo, 278. dated May 7, 1999, after
the signing of which Agreement, whereunder the respondent bound itself to pay
the petitioner eight million (P8,000,000.00) pesos, three (3) Toyota
vehicles with an agreed valuation of one and a half million (P1,500,000.00)
pesos were already delivered to the petitioner pursuant to said agreement.
However, the respondent claimed that since there were some proposed changes to
the agreement's terms and conditions namely, 1. The petitioner wants the surety
bond submitted by the respondent to be changed to any of petitioner's
accredited bonding companies; and 2. The effectivity of the payment of the
monthly installments should begin from the time the issue of the surety bond
shall have been finally agreed upon and not on
Subsequently, the petitioner filed a Manifestation and Motion praying that since the respondent had yet to file comment to the petition, the respondent should be considered as having waived the filing thereof and that the petition should be given due course. 15 Rollo, 294.
The respondent filed a reply to the petitioner's motion and alleged that it was still in the process of fulfilling the terms of the agreement and prayed that the agreement entered into by the parties be considered as its comment to the petition for review. 16 Rollo, 297.
On
According to the petitioner, considering that the respondent never complied with all the stated preconditions and considering further that the petitioner did not issue a certification of occurrence of all the conditions for a compromise, the petitioner deemed the Agreement as abandoned and disregarded and thus voided for noncompliance of the stated preconditions. The petitioner further alleged that the respondent was not negotiating for a compromise settlement in good faith and that it was merely intending to delay the outcome of the present petition.
In answer, the respondent filed a comment to the petitioner's motion and averred that it was not negotiating in bad faith and in fact, its liability was already reduced by more than fifty (50%) percent of the total compromised amount of eight million (P8,000,000.00) pesos. 17 Rollo, 325.
Both parties were then ordered to file their respective memoranda.
In it's memorandum, the petitioner prayed for the resolution of its petition and argued on the merits thereof. The petitioner also reiterated that the Agreement was a conditional compromise agreement which was voided for failure of the respondent to comply with its conditions.
On the other hand, the respondent in its memorandum, prayed that the case be remanded to the lower court for the purpose of approving the compromise agreement. It is the respondent's position that the preconditions contained in the Agreement were complied with, or at the very least substantially complied with, and consequently the compromise agreement should be given effect.
After a careful review, we are constrained to remand the case to the RTC.
There is no question that on May 7, 1999, the parties entered into and signed an Agreement which contained specific terms and conditions to avoid a protracted proceeding and for the purpose of settling the present controversy amicably 18 See third Whereas clause of the Agreement; Rollo, 278.It is thus a valid and binding agreement perfected upon the signing of the same by the parties. in fact, the petitioner itself admits that the Agreement is a conditional compromise agreement but argues that since the conditions contained therein were not complied with, the agreement was voided.
Although the petitioner correctly points out that the agreement is in the nature of a conditional compromise agreement, we are unable to uphold its position that the failure of the respondent to comply with the conditions of the agreement voids the same. In conditional obligations, the acquisition of rights, as well as the extinguishment or loss of those already acquired, shall depend upon the happening of the event which constitutes the condition. 19 Art. 1181, Civil Code.A reading of the conditions contained in the agreement will show that the demand�bility of the obligations contained therein were subject to three suspensive conditions, viz.:
"2. This Agreement when signed by the parties hereto shall take effect and shall become valid and binding only upon the occurrence of all of the following based on a certification or acknowledgment certified and issued by INSULAR LIFE:
2.1 transfer of ownership and delivery of the aforementioned three (3) motor vehicles in favor of INSULAR LIFE in accordance, with the provisions of Section 1.1 hereof;
2.2 TBA's execution, issuance and delivery of twelve (12) postdated TBA corporate checks signed by ROBERT L. YUPANGCO in favor of INSULAR LIFE in accordance with the provisions of this Agreement;
2.3 the issuance of the Surety Company and delivery of the Bond in the amount of PESOS: SIX MILLION FIVE HUNDRED THOUSAND (P6,500,000.00) to and in favor of INSULAR LIFE under this Agreement." (emphasis supplied) 20 Rollo, 278.
When a contract is subject to a suspensive condition, its effectivity can take place only if and when the event which constitutes the condition happens or is fulfilled. 21 Cheng vs. Genato, 300 SCRA 722, 735 [1998].Thus, the' failure of the respondent to comply with the conditions stated in the agreement merely suspended its efficacy or the parties right to demand performance of its terms and did not void the same contrary to the contention of the petitioner.
Considering that the fulfillment of the above-mentioned conditions, particularly whether the respondent submitted the required surety bond and whether the delivery of the postdated checks was or was not in compliance with the agreement since the checks were drawn against funds of the banks which were already garnished, 22 See Memorandum for the Petitioner, p. 37; Rollo, p. 389; See also Explanation with Supplemental Memorandum of Respondent, pp. 6-9; Rollo, 417-420.is now being contested by both parties and that the fulfillment or non-fulfillment of these conditions raises essentially questions of fact which have yet to be determined by any court, we are constrained to remand the present case to the RTC. We have consistently held that the Supreme Court is not a trier of facts. 23 Valmonte vs. Court of Appeals, 303 SCRA 278, 286 [1999].
The RTC is hereby ordered to
determine whether the respondent has complied with the conditions contained in
the
WHEREFORE, the instant case is hereby REMANDED to the Regional Trial Court for further proceedings.
SO ORDERED.
Very truly yours,
(Sgd.) JULIETA Y. CARREON
Clerk of Court
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