Supreme Court Decisions, Halili vs. Lloret, et als - Justice Bautista Angelo.pdf · Rare Periodicals

Supreme Court Decisions, Halili vs. Lloret, et als - Justice Bautista Angelo.pdf

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extracted text: PARAS, C.J., dissenting: l am constrained to dissent from the decision of the majorit; upon the ground that the Municipal Board of Manila cannot outlaw 3. what Congress of the Philippines has already authorized. The plaintiffs-appellants - two lawyers, a physician, an accountant, a dentist and a pharmacist - had already paid the occupation tax under section 201 of the National Internal Revenue Code and are ther;eby duly licensed to practice their respective professions throughout the Philippines; and yet they had been required to pay another occupation tax under Ordinance No. 3398 for practising the stage of perfection, it became rescinded when plaintiff withdrew from his part in the transaction. ID.; ID.; AMBIGUITY IN A CONTRACT OF SALE. - Where the receipt merely recited the fact of receipt of the i'wo checks without ment.ioning the purpose for which they were delivered. it cannot he said l'hat the checks were delivered as adv3n,•e pa)'ment of the <>.Qnsideration of the sRle of the lands in question Such ambiguity shall be construed against the party who had drafted the receipt in view of thi: rule that an obscure r.lause in a ccim'ract can not favor the one who has caused the obscurity. in the City of Manila. This is a glaring example of contradiction - the license granted by the National Government is in effect 4. withdrawn by the City in case of non-payment of the tax under ID.; ID.; CONSENT OF CO-OWNERS INDISPENSABLE. - Where the lands subject of the contract of .:1ale a.re owned pro-i11divfao by the defendants, the consent of each co-owner to the terms of t'he sale is indispensable. the ordinance. If it be argued that the national occupation tax is collected to allow the professional residing in Manila to pursue his calliilg in other places in the Philippines, it should then be exacted only from professionals practising simultaneously in and outside 5· ~1:i~~~1c~~ORNC~~sgAi:~i~E 0~~- ~ !~e:.~~~eE~ :~~~ of Manila. At any rate, we are confronted with the fol.lowing situation: Whereas the professionali. elsC'where pay only one occnpation tax, in the City of Manila they have to pay two, although all are on equal footing insofar as opportunities for earning money out of their pursuits are concerned. The statenient that practice in Manila is more lucrative than in the provinces, may be true perhaps with reference only to a limited few, but certainly not to the general mass of practitioners in any field. Again, provincial residents who have occasional or isolated practice in Manila may have to pay the city tax. This obvious discrimination or lack of uniformity cannot be brushed aside or justified by any trite pronouncement that double taxation is legitimate or that legislation may validly affect certain classes. My position is that a professional who had paid the occupation tax under the National Internal Revenue Code should be allowed to practice in Manila. even without paying the similar tax imposed by Ordinance No. 3398. The City cannot give what said professional already has. I would not say that this Ordinal}ce, enacted by the Municipal Board pursuant to paragraph 1 of Section 18 of the Revi.sed Charter of Manila, as amended by Republic Act No. 409, empowering the Board to impose a municipal occupation tax not to exceed P50.00 per annum, is invalid; but that only one tax, either under the Jnternal Revenue Code or under Ordinance No. 8398, shDuld be imposed upon a practitioner in Manila. v Fort1inato Halili, Plaintiff.Aypellee, vs. Maria Lloret and Ricardo Gon:ales Lloret, Admi1ii11trator of the lnt~state Estate of F'rancisco A. G011zale11, Defendants-Appellants, G. R. No. L-6806, M..,,y 26, 1954, Bautista Angelo, J. 1. OBLIGATIONS AND CONTRACTS; SALE OF PROPERTIES SUBJECT TO JUDICIAL ADMINISTRATIOI'll; SALE WITH. OUT APPROVAL OF COURT CANNOT SERVE AS BASIS FOR ACTION OF SPECIFIC l'ERFORMANCE. - The sale of properties subject to judicial administ'ration can not have any valid effect until it is approved by the court. Where the terms that were made to appe.o.r in the docunient: of sale differ substantially from the conditions prescribed m the authorization given by the court tor the sale of the properties, the do. cument cannot have any binding effect upon parties nor serve as basis for an action for specific performance in the absence of judicial approval. 2. ID.; ID.; RESCISSION OF CONTRACT OF SALE. - Plaintiff's attitude in suspending the payment of the two check11 issued in favor of the defendants, in view of the latter's refusal to sign the documents of !'tale, clearly indicatt:S t'hat th~ understanding between the parties was merely in the stagt: of negotiation for otherwise the plaintiff could :.1ot have withdrawn legally from a trans~ction which had ripened into a. consummated contract. And even if the trnnsaction had reached fendants had received the check representing 1he valui: of the purchase price of the lands in question and had deposited the same in his current .account and thC' transaction was c:o.lled off, the mere offer to return thP money ca.nnot i·dieve him from liability. His duty was to consign the amount in court and his failure to do so. makeR him answerable therefor t'o the plaintiff. M. G. Bustos for the plaintiff and appellee. Diok110 and Diokno for the defendant and appei'ant. DECISION BAUTISTA ANGELO, J.: This is an action brought by pk.intiff against the defendants to compel the latter to execute a deed of sale of '!ertain Jlfl.reds of land described in the complaint, and to recover the sum of P50,00C as damages. The lower court decided the case in favor of the- plainl'iff, and the case is :now Defore us bec:iu!;e it involves an amount which is beyond the jurisdiction of the Court of Appeals. The evidence for the plaintiff discloses the following facts: The six parcels of land subject: of the present action were owned pro.iw:lit•iso by Maria Lloret. and the estate of Fr:mcisco A. Gonzales, of which Ricardo Gonzales Lloret is foe judicial administrator. On Ma.y 8, 1944, the judicial administrator filed a motion in the intesCate proceeding!! praying for authority U. 11ell the said parcels of land for a price of not less than Pl00,000, to which Maria Lloret and the other heirs of the ei;tate gave t'heir conformity. The court granted the motion as requested. Plaintiff became interested in the purchase of said parcels of la.nd and to this effect he sought the services uf Atty. Te::ifilo Sauce who rea~ dily agreed to serve him and took steps to negotiate the sale of said lands in his behalf. Sauco dealt cm the mattf!r with Ricardo Gonzales Lloret. After several interviews whereh! they discussl:d the terms uf the sale, especially the price, Gonza.les Lloret told 82.uco that if plaintiff would agree to pa.y the sum of P200,000 for the lands, he may agree to carry out the transaction. Sauco broached the matter t'o plaifltifC who thereupon agreed to the proposition, 11.nd so, on June 17, 1944, Sauce went to see Gonz:lles Lloret in his office in Menila wherein, according lo Sauce it was agreed between them, among other t'hings, that the lands would be sold to the plaintiff for the :mm o( 1"200,000 and that, afteT the execution of the sale, t'he plaintiff would in turn rfsell to Ricardo Gcnzales Lloret one nf the parcels of land belonging to the estate for an undisclosed amount. It was .1lso agreed upon that since t'he lands subject of the sale were then in litigation between the estate and one Ambrosio Valero, the deed of sale would include a clause to the effect that, if by March, 1945, the vendors wculd be unable to deliver to the purch~,ser the possession of the lands peacefully and without e"ncumbrance, said land! would be !!ubstituted by others belonging to the estate, of equal area, va.lue, and conditions. It was likewise ag·eeed upon that Sauce would prepare the necessary documeiita, as in fact he did in the same office of Gonzales Lloret. 410 THE LA WYERS JOURNAL August 31, 1954 After preparing the documents, Sauco gave an account tl"I the plaint~ff of the result of hiR negotiatione, n:'ld having signified his conformity thereto, plaintiff gave to Sv.ueo two checks, C'n(l for the sum of Pl00,000 drawn agcinst the Philippine National Dank in fnvor of Maria Llorl't <Exhibit B), and nnot'her for t!le same amount drawn against the Philippine Trust Co. in favor of Ricardo Gonzales Lloret. Wilh these check~, Sauco rcturMtf on the same date to the office of Gonzales Llorct to consummate the transe.ction, but e.s Maria Lloret was not then present, Gonzales Lloret told Sauco t:hat he could leave the documents with him a1 he would take care of havin~ them signed by hi·: mother, Marin, and that he could return the next Monday, June 19, to grt them which by t!hen would be signed and ratified before a notary pubEc. Since Sauco was then in a. hurry to return to Malolos, l!nd besides he had confidence in Gonzales Lloret, who was his friend, tht: former agreed and left the two checks with the latter. But' before receiving the checks, Gonzoles Lloret issued a receipt therefor, which was marked Exhibit A. Of t:his de,·elopment, Sauco informed the plaintiff in the afb•rnoon of the same day, emphasizina- the fact that he would return to the office of Gom:nlcs' Lloret to get the documents •.m June 19. SP.uco, however, was not able to ret:urn as was the understanding because he fell sick, a"ld apprehensive .lf such failure, plaint.iff went on t.he next day, June 20, to the Philippine National Bank to inquire whether the check he had issued in favor of Maria Lloret had already been collected, and having been informed in the affirmative, he next wf'nt to the Philippine Trust Cn. to make thP. sume inquiry with regard to the other ch·?Clt he issued against said bank in favnr of Ricardo Gon1.ales Lloret, and. when he was informed that die i:ame had not yet been collected, he suspended its payment informing the bank that, should the party conct>rned execu\'c the deed of sale for which it hart been issued, he would reissue the check. The bank accordingly suspended the payment of the check r.s requested. On the occasion ot a visii which plaintiff paid to Sauco in Malolos, the latter handed over Co him the receipt Exhibit A with the request that, in view of his sickness, he take charge of getiing the deed of sale from Gonzales Llc..ret. Plaintiff tried tc.. do so, liut when he int.ei-viewed Gonzales Lloret, the latter refused to give him but with Sauco intimating that he would just wait until the la.tter recover from his sickness. When Sauco got well he tried to renew his dealing with Gonzales Lloret in an attempt to get from him the documents duly signed and ratified before a notary public, but t.'he latter at first ga\•e excuses for his inability to do hi! part as agreed upon until he fim1lly said that hP could not carry out the agreement in view of the fact: that he had received other better offers for the purchase of the lands among them one for the sum of !"300,000, plus a vehicle cr..lled dokar with it':> corresponding horse. This attitude was taken by t"ne pleintiff u a refusal t.:i sign the deed of i;r..le and so he institutt:d the preSf"nt action making as party defendant! Maria Lloret and her F.on Ricardo G,mzalcs Lloret. Ricardo Gonzales Lloret denied t'.hat a definite understandin4 had ever been reached between him and the plaintiff or his rer::resentative relative to the sale of the lands in question. He tea.. tified t'hat thl' document! marked Exhibits D and D-1 do not represenC the agreement which, according to Teofilo Sauco, wr.s concluded between tliem, intimating the !laid documents were already p1·epared when Sauco went to his office l'o take up with him the matter relative to the sale on June 17, 1944; that Sa.uco, on that occasion, had already with him the t.'wo checks referred to in the receipt Exhibit A, who insisted in leaving them with him because he was in a hurry to return to Ma.lo!os, and so he accept'ed them by way of deposit and deposited them in his current accc.unt with the Philippine National Bank in order thaC they may not be lost; and that sometime in the morning of the succeeding Monday, June 19, a messenger of the Philippine National Bank came to see him to return the ch ... ck issued in his favor against the Philippine Trust Co. with the information that t'he same had not been honored by the bank for the reason that the plaint'i:Cf had suspended its payment, which uct he interpreted as an indication thaC the plaintiff had decided to call off !he negotia.tion. In other words, according to Gonzales Lloret, when plaintiff suspended the payment of the tw.'.> checks on June 19, 1944, as in fact one of them had been actually suspended because it: had not yet been actually collccte.d from the Philippine Trust Co., the understanding he had with Teofila Sauce. regarding ~h" sale did not pass t.'he stage of mere negotiation, and, as such, it did not produce any legal relation by which the defendants could b1• compelled to carry out the sale as now pretended by plantiff in his complaint. After a careful examina"tion -0f the evidence presented by bot'h parties, both testimonial and documentary, we are persuaded to uphold thl' contention of the defendants fo1· the following reasons : l. Accordi11g to Teofib Sauco, representative of plaintiff, his r.greement with defendant Gonzales Lloret was thaC the price of the lands subject of the sale would be P200,000 so much so that he delivcrtd to said defendant two ch€cks in t.'he amount of Pl00,000 t:ach issued in favor of each defendant against tw.:i banking institutions. On thf' other hand, in the document Exhibit.! D, which is claimed to be the one drawn up ly Sauco in the very office of defendant Gonzale!! I.Joret and which, according to Sauco, cont&ined t.'he precise terms and conditions that were agreed upon between them, the umount which appears therein as the conside~ ration of the sale is PlQ0,000. Thia discrepancy, which d(){'s not nppenr sufficiently explained in the record, lends cogency to tlw claim of Cnnzalcs Llc..rct that when Sauco went to his -0ffiee to discuss the tram;action, he had already with him t'he document Exhibit D with t.he expectation that defendants might be prevailed upon t'o accept the terms therein contained, or with the intention cf leaving the do1~ument with Gonzales Lloret for his perusal and for such alteration or amendment he may desire to introduce therein in accordance with his interest. 2. But'h plaintiff and the defendants knew well that the propm.·ties were rnbject to judicial administra.tion and that the sale could have no valid effect until it merits the approval of t.'he court, St' much sc that before the lands were opened for negotiation the judicial administrnl'or, with the conformity of the. heirs, secm·ed from the court an authorization to that effect, and yet, ' as will be stat.'cd elsewhere, the tf.rms that were mude 1'> 3.ppear in the document Exhibit D differ substantially fron. the cor.ditionio prescribed in the nuthorization ~iven by the court, which indicat:es that sai:I document cannot have any Nnding effect upon the parties nor serve as basis for an action ior specific performance, as now prel'cnded by the plaintiff, in the absence of such judicial u11proval. 3. It is n fact duly established r.nd admitted by the parties that the plo.intiff .suspended the payment of t.'he two checks of Pl00,000 E>ach on June 19, 1944 br .Tuue 20 according to plaintiff) in view of the failure of defendants to sign the documents, Exhibits D and D-1 which were delivered to them by Teofilo Sauco, and in fact plaintiff succeeded in stopplr:g the paynumt of one of them, or the check issued against the Philippine Trust Co. This attitude of the plaintiff clearly indicates that l'he understanding between the parties was merely in the st.age of negotiation for 01.'herwise the plaintiff could not have withd1·awn legally from a trans. action which had ripened irrto a consummated contr~ct. And even if the transaction had reached the stage of perfection, we may say that it became rescinded when plaintiff withdrew from hi!I part in t.'he transaction. 4. It should be recalled that when Sauco handed over to defendant Gonzales Lloret the two checks referred to above, thP. lr..tter was made ro sign a recei::it therefor, which was ma1·ked Exhibit A. This receipt was prepared by Sauco himself, and it mc_.rely recited the fact of the receipt of the two checks, without: mentioning the purpose for which the checks wert.i delivered. If it i!I true t:hat those checks were delivered as advance payment of the consideration of the sale referred to "in the contract Exhibit D, no reason is seen why n" mer:tion of that fact: was made iu the receipt. This ambiguity canMt but at·gue :igainst th" pretcm.;;e of Sauco who drafted the receipt' in view of the rule that an obscure clause in a contract cannot favor the one who has caused August 31, 1954 THE LAWYERS JOURNAL 411 the obscurity <Article 1288, Old Civil Code.> 5. One of the documents turned over by Sauco t'o defendant Gonzales Lloret is Exhibit D-1 which represents <;he resale by the plaintiff tc the latter of one of the parcels of land originally included in the sale contained in the document Exhibit D, and, according to Sauco, said document Exhibit D-1 was deliver<::d tO defendant Gonzales Lloret for ratification before a notary public. An examination of said document Exhibit D-1 will reveal that it contains many blank spaces intended to be fjlled out later an, and the same does not bear the signature of the plaintiff. This indicates that said document Exhibit D-1 was but a mere draft and corroborates the stat'ement of Grmzales Lloret that it was given to him, together with the document Exhibit D, merely for his p~ rusnl and possible amendment or alteration. And 6. II! should be noted that the lands subjt.'Ct of negotiation were ·owned pro-indiviso by Maria Lloret and the !!State of Fran· cisco A. Gonzales, and in that negotiation defendant Gonzales Lloret was merely acting in his capacity as judicial administra\.-Or. Being a co-owner of the lands, the consent of Maria Llo1'et to the "terms of the sale is evidently indispensable, and yet there is nothing in the evidence to show that she has ever been contacted in connection with the sale, nor is there any proof that Gonzales Lloret had been authorized to conduct negot'iations in her behalf. What the record shows was that Gonzaler. Lloret would tii.ke up the matte1 '{ith Maria Lloret' on the date subsequent to that when tne two documents were delivered by Sauco to him {June 17, 1944), but this never materialized because of the unexprcted sickness of Tt0ofi10 Suuco. ht:re is that: which refen to the delivery by Sauco to Gonzales Lloret of the check in the amount of !"100,000 drawn against the l'hilippine National Bank which Lloret deposited in his current account - with i'hat institution. According to the evidence, when the transaction was called off because of the failu»e of Sauco to appear on the date set for his isst conference with Lbret, t'he latter attempted to rdurn t'he said amount to Sauco on August 2, 1944 who declined lo accept it on the pretext t'hat he had another buyer who war. willing to purchu~E. the lands for the !IUm of 1'300,000 and that if that sale w~re carried out: Lloret could just deduct that amount from the purchase price. That offer to return, in our opinion, cannot have the effect of r£lieving Lloret from liability. His duty was to consign it in coul't as rt!quired hy law, His failure to do so makes him answerable therefor to tht> plaintiff which he is now on duty bound t'o pay subject to adjustment under the Ballentyne Scale of Values. Wherefore, th1~ decision appeal(ld from ls reversed, without pronouncement as to costs. Defendant Ricudo Gonzales Lloret is ordered to pay to the plaintiff the sum of !"100,000 which should be adjusted in accordance with the Ballentyne Scale of Values. Pards, Pablo, 801gzon, Jl.t.nter,1a11or, Reyes, Jugo, Labrado.and Conce7icion, J.J. concur. VI Marlit1a Qidzana~ Plai11t1'fl and Appellee, vs. Gaudencio Reduoerio and Jose/it Postrado, Defendante and Appellants, G. R. No. L-6220, May 7, 1954, Labrador, J. Let \lS now examine the terms of the authorization given by 1 . the court relative to the sale of the lands in qurdion, and see if OBLIGATION AND CONTRACTS; ACTIONABLE DOCUMENT; ABSENCE OF LEGAL PROVISIO'.N GOVERNING IT. - An ag"reement whereby the obligors bound themselves to pay their indebtedness on a day Stipulated, and to deliver a mortgage ,,;n a prope1·ty 0f theirs in case thl'y failed to pay t.'he debt on the day fixed, is valid and binding and effective upon the parties. lt is not contrary to law ~r public policy, and notwithstanding the absence of any legal provision at the time it was ent'ered into governing it, as the pa1·ties had freely and volunhnily entered into it, the1·e is no ;rr..:iund or reason why it should not be given effect. the same had been observed in lhc preparatfrm of the deed 11f sa.le Exhibit D. Let ' us note, at the outset, that the authorization of the court refers to the sale of certain parcels of land of an ares of 20 hectares situated in the barrio of Sabang, municipality of Ba.liuag, province of Bulo.can, for a price of not less than !"100,000, wit:h the exprcs::: condition that the encumbranr.e affecting tba.se lands would first be paid. Am:.Jyzing now the terms appearing in the docum~nt Exhibit D, we find that among the lands included in the sale are lands situated in the banio of San Roqm~. This is a variatfon of the terms of the judicial authorization. The document Exhibit D also stipulates that the sale would be free from 2• any encumbrance, with the exception of the s.um of !"30,000 which ID.: FACULTATIVE OBLIGATION, ENFORCEABLE IMMEDIATELY. - The obligations entered into by the pt.rt:if\,. is what is known as a facultative obligation. It is not provided by the old Spanish Civil Code; it is a new right which should be declared effective at once, in conso1iance with thu provisions of article 2258 of the Civil Code of the Philippines. is indebted to Ambrosio Valero, but: said document likewise stipulates that the possession of the lands sold should be delivered to the purchaser sometime in March of the next year and that' if this could not 00 done the lands would be substitutl!d by others of t.'he sa.me area and value, belonging to the estate of Francisco A. Gonzales. This is an onerous con<iition which does not appear in the authorization of the court. Of course, this is an eventuality which the plaintiff wanted t'o forestall in view of the fact that the lands subject of the sale were thEn pending Jitiiation between S<1mson and Amante for the defendants and appellan~s. Sabino Palomares for the plaintiff and appellee. DECISION the estate ind Ambrosio Valero, bul: this is no justification for departing from the p~ecise term;; contained in the authorization LABRADOR, J.: of the court. And we find, finally, that' the aut·horization calls This is an appeal to this Court from a decision rendered by for the sale of six parcels of land belonging to the estata, but in tho Court of First Instance or Marinduque, wherein the defendants.. the document as drawn up by Sauco it appears thal: only five upriellan~ are ordered to pay the plaintiff-appelll!e the sum of imrcels would be sold to the plaintiff, 1rnd the other parcel to Ri- rus0.00, with interest from the time of the filing c.f the complainr, cardo Gonze.les Lloret. Undoub1edlr, this cannot: legally h done und from an order of the same court denying a motion of the defor, a~ we know, the law prohibits that a land subject of adminis- fendants-appellants for thE: rcconsiderntfon of the judgment on tration be sold to its judicial administrator. the ~round that they wl!re- deprived of their day in court. The foregoing discrepancies hetwEen the conditions appearing in the document Exhibit D and the terms cont'ained in the authoriz&tion of the court, plus the incongruencies and unexplained circumstances we heve pointed out above, clearly give an idea tha~ all that had taken place between Sauco and defendant Gonzales Lloret was but mere planning or negotiation t'o be threshed out between them in the conference they expected to have on June 19, 1944 but which unfortunately was not: carried out in view of the illness of Teofilo Sauco. Such being the case, it 11.lgically follows that action of the plaintiff has no legal basis. Before closing, one circumstance which should be mentioned The action was originally instituted in the justice of the peace court of Sta. Cruz, Marinduq•Je, and the same is based on an actionable document at'tached to the complaint, signed by the defendant~-appellants on October 4, 1948 and cont'aining the following pertinent. provisions: Na alang-alang sa aming ?llahigpit na pangangails.ngan ay kaming magasawa ay lum:i.pit kay Ginling Martina. Quizana, balo, at naninirahan sa Hupi, Sta. Cruz, Marinduque, at kami ay umuta.ng sa kanya ng halagang Limang Daan at Limang Pung Piso (P550.00), Salaping-. umiiral dito ·sa Filipinas na a.min~ tinanggnp na husto at walnng kulang sa kanya sa condicion 412 THE LAWYERS JOURNAL August 31, 1954
Date: 1954
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