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[G.R. No. 156200.
MEGAWORLD vs. COBARDE
THIRD DIVISION
Gentlemen:
Quoted hereunder, for your information, is a resolution of this Court
dated
G.R. No. 156200 (MEGAWORLD PROPERTIES and HOLDINGS, INC. vs. HON. JUDGE BENEDICTO G. COBARDE in his capacity as the Presiding Judge of the Regional Trial Court, Branch 53, Lapu-Lapu City; JUAN GATO, in his capacity as the Sheriff of the Regional Trial Court, Branch 53, Lapu-Lapu City; SERECIO MATTHEW B. JO and IDA HENARES.)
On
ARGUMENTS
I
THE DECISION SHOULD BE RECONSIDERED BECAUSE MYC AND THE ZAMORA FAMILY'S UNILATERAL CANCELLATION OF THE DEVELOPMENT AGREEMENT IS ILLEGAL
II
THE DECISION SHOULD BE
RECONSIDERED BECAUSE THE PETITIONER, IN ITS 6 MARCH 2000 LETTER AND
III
THE DECISION SHOULD BE RECONSIDERED BECAUSE THE OBLIGATION OF THE PETITIONER TO ADVANCE TO THE PRIVATE RESPONDENTS THE BALANCE OF THEIR BROKER'S COMMISSION IS NOT DEPENDENT ON THE PROCEEDS OR SUCCESS OF THE JOINT VENTURE PROJECT
IV
THE DECISION SHOULD BE RECONSIDERED BECAUSE ALMOST ALL OF THE PRINCIPAL PARTIES AND SIGNATORIES TO THE DEVELOPMENT AGREEMENT, WHICH THE HONORABLE SUPREME COURT HAS IN EFFECT DECLARED CANCELLED, HAVE NOT BEEN IMPLEADED TO THIS CASE.
Private respondents' arguments have no merit.
Article 1306 of the Civil Code recognizes the freedom of contracting parties to make stipulations in their contract, subject only to the limitations provided therein:
Art. 1306. The contracting parties may establish such 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.
The parties to the development agreement, namely, Megaworld Properties and Holdings, Inc., AEV Properties Inc., and Acoland, Inc. represented by Andrew L. Tan, Erramon I. Aboitiz and Roberto E. Aboitiz, respectively, and Manuel, Virginia, Mariano and Richard, all surnamed Zamora, freely and voluntarily agreed on a unilateral cancellation of the agreement as provided for in Section 12.1 (b) thereof. We ruled that there was nothing illegal, immoral, contrary to good customs, public order or public policy in the agreement of the parties to unilaterally cancel the subject development agreement if they decided not to continue with it.
We, however, note with dismay private respondents' propensity to read into the compromise agreement as well as into our decision something which is not there at all. They wrongfully claim that, by upholding the unilateral cancellation of the development agreement, we in effect held that they would no longer be paid the balance of their broker's commission. In their motion for reconsideration, they declared that:
The Decision is based on a "critical" factual finding by this Honorable Supreme Court that the Development Agreement had already been cancelled and thus, Private Respondents should not be paid the balance of their broker's commission... [2] cralaw
Private respondents' statement is misleading, self-serving and betrays a total lack of understanding of our decision.
Private respondents misapprehended the main point of our decision: that while they are still entitled to the balance of their broker's commission, they cannot exact payment thereof from petitioner because it never assumed the obligation of MYC and/or the Zamora family. MYC and the Zamora family were the ones who obligated themselves to pay private respondents a 3% commission to broker a joint venture agreement between them, on the one hand, and petitioner, on the other. The broker's authority given to private respondents provided that:
AUTHORITY
This will authorize ATTY. SERECIO MATHEW B. JO and MS. IDA R. HENARES as Mar y Cielo Leisure Resort, Inc.'s exclusive Brokers/ Consultants for a joint venture transaction with Megaworld Properties and Holdings, Inc.
For this, the Corporation agrees to give Atty. Jo/Ms. Henares a three percent (3%) broker's/consultant's fee based on the total consideration the Corporation may receive from Megaworld Properties and Holdings, Inc.
xxxxxx������������������ xxx
MAR Y CIELO LEISURE RESORT, INC
(Signed)
JENNIE A. ZAMORA
President [3] cralaw
Furthermore, the compromise agreement provided that the payment of the broker's commission was for the account of MYC and/or the Zamora family:
4.�
MYC
and the strong>ZAMORA
FAMILY agree to pay the FIRST PARTY a
settlement amount of TWENTY NINE MILLION PESOS (P29,000,000.00)
Philippine Currency. Thus, upon signing of this Compromise Agreement, MYC and the ZAMORA FAMILY shall pay the FIRST PARTY P
3.9 Million, plus interests earned therefrom from January 1996 up to the
signing hereof....
[4]
cralaw
Private respondents agreed to be paid, on installment, the total
settlement amount of P29 million after receiving an initial payment of P3.9
million from MYC and the em>Zamora
family. The parties further stipulated in Section 4(a) of the compromise
agreement that the balance of
P25.1 million was to be paid by MYC and the Zamora family out of their share in the joint
venture project:
4.aThirty Percent (30%) of whatever amount or consideration MYC and/or the strong>ZAMORA
FAMILY will receive from the Joint Venture
Agreement shall be applied against the P25.1 Million liability
through payment by the DEVELOPERS directly to the FIRST PARTY...
[5]
cralaw
While petitioner obligated itself to advance, under certain conditions and subject to reimbursement, [6] cralaw the balance of P29.1 million, a careful reading of the compromise agreement reveals that it never assumed, either as a surety or solidary co-obligor of MYC and/or the Zamora family, to pay the balance of the broker's commission still due to private respondents. Requiring petitioner to do so would be unconscionable and unjust.
WHEREFORE, the motion for reconsideration is hereby DENIED for lack of merit.
SO ORDERED
Very truly yours,
(Sgd.)
JULIETA
Y. CARREON
Clerk of Court
Endnotes:
[1] cralaw Motion for Reconsideration, p. 3, Rollo, p. 424.
[2] cralaw supra, note 1, p. 422 (emphasis ours)
[3] cralaw Authority, Annex "C," Rollo, p. 58.
[4] cralaw Compromise Agreement, Rollo, p. 115.
[5] cralaw Ibid., p. 107
[6] cralaw The pertinent provision of Section 6 of the Compromise Agreement explicitly states that:
6. xxx in the event the Thirty Percent (30%) of the amount or consideration MYC and/or the ZAMORA FAMILY will receive from the Joint Venture Agreement within the three year period fails to reach
P25.1 Million or the development has been delayed and MYC and the ZAMORA FAMILY have not received any proceeds from the Joint Venture Agreement, the DEVELOPERS shall advance the balance thereof due the FIRST PARTY, which amount shall be deducted, without interest, from the share of MYC and /or the ZAMORA FAMILY at the rate of Thirty Percent (30%) of whatever proceeds payable to MYC and/or the ZAMORA FAMILY under the Joint Venture Agreement. x x x (emphasis ours)
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