Bricktown V Amor

G.R. No.
112182 December 12, 1994

BRICKTOWN DEVELOPMENT CORP. (its new corporate name MULTINATIONAL
REALTY DEVELOPMENT CORPORATION) and MARIANO Z. VERALDE, petitioners,
vs.
AMOR TIERRA DEVELOPMENT CORPORATION and the HON. COURT OF
APPEALS, respondents.
Tabaquero, Dela Torre, Simando & Associates for petitioners.
Robles, Ricafrente & Aguirre Law Firm for private respondent.
VITUG, J.:
A contract, once perfected, has the force of law between the parties with which they are
bound to comply in good faith and from which neither one may renege without the
consent of the other. The autonomy of contracts allows the parties to establish such
stipulations, clauses, terms and conditions as they may deem appropriate provided only
that they are not contrary to law, morals, good customs, public order or public policy.
The standard norm in the performance of their respective covenants in the contract, as
well as in the exercise of their rights thereunder, is expressed in the cardinal principle
that the parties in that juridical relation must act with justice, honesty and good faith.
These basic tenets, once again, take the lead in the instant controversy.
Private respondent reminds us that the factual findings of the trial court, sustained by
the Court of Appeals, should be considered binding on this Court in this petition. We
concede to this reminder since, indeed, there appears to be no valid justification in the
case at bench for us to take an exception from the rule. We shall, therefore,
momentarily paraphrase these findings.
On 31 March 1981, Bricktown Development Corporation (herein petitioner corporation),
represented by its President and co-petitioner Mariano Z. Velarde, executed two
Contracts to Sell (Exhs. "A" and "B") in favor of Amor Tierra Development Corporation
(herein private respondent), represented in these acts by its Vice-President, Moises G.
Petilla, covering a total of 96 residential lots, situated at the Multinational Village
Subdivision, La Huerta, Paraaque, Metro Manila, with an aggregate area of 82,888
square meters. The total price of P21,639,875.00 was stipulated to be paid by private
respondent in such amounts and maturity dates, as follows: P2,200,000.00 on 31 March
1981; P3,209,968.75 on 30 June 1981; P4,729,906.25 on 31 December 1981; and the
balance of P11,500,000.00 to be paid by means of an assumption by private respondent

of petitioner corporation's mortgage liability to the Philippine Savings Bank or,
alternatively, to be made payable in cash. On even date, 31 March 1981, the parties
executed a Supplemental Agreement (Exh. "C"), providing that private respondent
would additionally pay to petitioner corporation the amounts of P55,364.68, or 21%
interest on the balance of downpayment for the period from 31 March to 30 June 1981,
and of P390,369.37 representing interest paid by petitioner corporation to the Philippine
Savings Bank in updating the bank loan for the period from 01 February to 31 March
1981.
Private respondent was only able to pay petitioner corporation the sum of
P1,334,443.21 (Exhs. "A" to "K"). In the meanwhile, however, the parties continued to
negotiate for a possible modification of their agreement, although nothing conclusive
would appear to have ultimately been arrived at.
Finally, on 12 October 1981, petitioner corporation, through its legal counsel, sent
private respondent a "Notice of Cancellation of Contract" (Exh. "D") on account of the
latter's continued failure to pay the installment due 30 June 1981 and the interest on the
unpaid balance of the stipulated initial payment. Petitioner corporation advised private
respondent, however, that it (private respondent) still had the right to pay its arrearages
within 30 days from receipt of the notice "otherwise the actual cancellation of the
contract (would) take place."
Several months later, or on 26 September 1983, private respondent, through counsel,
demanded (Exh. "E") the refund of private respondent's various payments to petitioner
corporation, allegedly "amounting to P2,455,497.71," with interest within fifteen days
from receipt of said letter, or, in lieu of a cash payment, to assign to private respondent
an equivalent number of unencumbered lots at the same price fixed in the contracts.
The demand, not having been heeded, private respondent commenced, on 18
November 1983, its action with the court a quo. 1
Following the reception of evidence, the trial court rendered its decision, the dispositive
portion of which read:
In view of all the foregoing, judgment is hereby rendered as follows:
1. Declaring the Contracts to Sell and the Supplemental Agreement (Exhibits "A", "B" and
"C") rescinded;
2. Ordering the [petitioner] corporation, Bricktown Development Corporation, also known
as Multinational Realty Development Corporation, to return to the [private respondent] the
amount of One Million Three Hundred Thirty Four Thousand Four Hundred Forty-Three
Pesos and Twenty-One Centavos (P1,334,443.21) with interest at the rate of Twelve
(12%) percent per annum, starting November 18, 1983, the date when the complaint was
filed, until the amount is fully paid;
3. Ordering the [petitioner] corporation to pay the [private respondent] the amount of
Twenty-five Thousand (P25,000.00) Pesos, representing attorney's fees;
4. Dismissing [petitioner's] counterclaim for lack of merit; and
5. With costs against the [petitioner] corporation.
SO ORDERED. 2
On appeal, the appellate court affirmed in toto the trial court's findings and judgment.
In their instant petition, petitioners contend that the Court of Appeals has erred in ruling
that
(1) By petitioners' acts, conduct and representation, they themselves delayed or
prevented the performance of the contracts to sell and the supplemental agreement and
were thus estopped from cancelling the same.
(2) Petitioners were no justified in resolving the contracts to sell and the supplemental
agreement.
(3) The cancellation of the contract required a positive act on the part of petitioners giving
private respondent the sixty (60) day grace period provided in the contracts to sell; and
(4) In not holding that the forfeiture of the P1,378,197.48 was warranted under the
liquidated damages provisions of the contracts to sell and the supplemental agreement
and was not iniquitous nor unconscionable.
The core issues would really come down to (a) whether or not the contracts to sell were
validly rescinded or cancelled by petitioner corporation and, in the affirmative, (b)
whether or not the amounts already remitted by private respondent under said contracts
were rightly forfeited by petitioner corporation.
Admittedly, the terms of payment agreed upon by the parties were not met by private
respondent. Of a total selling price of P21,639,875.00, private respondent was only able
to remit the sum of P1,334,443.21 which was even short of the stipulated initial payment
of P2,200,000.00. No additional payments, it would seem, were made. A notice of
cancellation was ultimately made months after the lapse of the contracted grace period.
Paragraph 15 of the Contracts to Sell provided thusly:
15. Should the PURCHASER fail to pay when due any of the installments mentioned in
stipulation No. 1 above, the OWNER shall grant the purchaser a sixty (60)-day grace
period within which to pay the amount/s due, and should the PURCHASER still fail to pay
the due amount/s within the 60-day grace period, the PURCHASER shall have the right
to ex-parte cancel or rescind this contract, provided, however, that the actual cancellation
or rescission shall take effect only after the lapse of thirty (30) days from the date of
receipt by the PURCHASER of the notice of cancellation of this contract or the demand
for its rescission by a notarial act, and thereafter, the OWNER shall have the right to
resell the lot/s subject hereof to another buyer and all payments made, together with all
improvements introduced on the aforementioned lot/s shall be forfeited in favor of the
OWNER as liquidated damages, and in this connection, the PURCHASER obligates itself
to peacefully vacate the aforesaid lot/s without necessity of notice or demand by the
OWNER. 3
A grace period is a right, not an obligation, of the debtor. When unconditionally

conferred, such as in this case, the grace period is effective without further need of
demand either calling for the payment of the obligation or for honoring the right. The
grace period must not be likened to an obligation, the non-payment of which, under
Article 1169 of the Civil Code, would generally still require judicial or extrajudicial
demand before "default" can be said to arise. 4
Verily, in the case at bench, the sixty-day grace period under the terms of the contracts
to sell became ipso facto operative from the moment the due payments were not met at
their stated maturities. On this score, the provisions of Article 1169 of the Civil Code
would find no relevance whatsoever.
The cancellation of the contracts to sell by petitioner corporation accords with the
contractual covenants of the parties, and such cancellation must be respected. It may
be noteworthy to add that in a contract to sell, the
non-payment of the purchase price (which is normally the condition for the final sale)
can prevent the obligation to convey title from acquiring any obligatory force (Roque vs.
Lapuz, 96 SCRA 741; Agustin vs. Court of Appeals, 186 SCRA 375).
The forfeiture of the payments thus far remitted under the cancelled contracts in
question, given the factual findings of both the trial court and the appellate court, must
be viewed differently. While clearly insufficient to justify a foreclosure of the right of
petitioner corporation to rescind or cancel its contracts with private respondent, the
series of events and circumstances described by said courts to have prevailed in the
interim between the parties, however, warrant some favorable consideration by this
Court.
Petitioners do not deny the fact that there has indeed been a constant dialogue between
the parties during the period of their juridical relation. Concededly, the negotiations that
they have pursued strictly did not result in the novation, either extinctive or modificatory,
of the contracts to sell; nevertheless, this Court is unable to completely disregard the
following findings of both the trial court and the appellate court. Said the trial court:
It has been duly established through the testimony of plaintiff's witnesses Marcosa
Sanchez and Vicente Casas that there were negotiations to enter into another agreement
between the parties, after March 31, 1981. The first negotiation took place before June
30, 1981, when Moises Petilla and Renato Dragon, Vice-President and president,
respectively, of the plaintiff corporation, together with Marcosa Sanchez, went to the
office of the defendant corporation and made some proposals to the latter, thru its
president, the defendant Mariano Velarde. They told the defendant Velarde of the
plaintiff's request for the division of the lots to be purchased into smaller lots and the
building of town houses or smaller houses therein as these kinds of houses can be sold
easily than big ones. Velarde replied that subdivision owners would not consent to the
building of small houses. He, however, made two counter-proposals, to wit: that the
defendant corporation would assign to the plaintiff a number of lots corresponding to the
amounts the latter had already paid, or that the defendant corporation may sell the
corporation itself, together with the Multinational Village Subdivision, and its other
properties, to the plaintiff and the latter's sister companies engaged in the real estate
business. The negotiations between the parties went on for sometime but nothing definite
was accomplished. 5
For its part, the Court of Appeals observed:

We agree with the court a quo that there is, therefore, reasonable ground to believe that
because of the negotiations between the parties, coupled with the fact that the plaintiff
never took actual possession of the properties and the defendants did not also dispose of
the same during the pendency of said negotiations, the plaintiff was led to believe that the
parties may ultimately enter into another agreement in place of the "contracts to sell."
There was, evidently, no malice or bad faith on the part of the plaintiff in suspending
payments. On the contrary, the defendants not only contributed, but had consented to the
delay or suspension of payments. They did not give the plaintiff a categorical answer that
their counter-proposals will not materialize. 6
In fine, while we must conclude that petitioner corporation still acted within its legal right
to declare the contracts to sell rescinded or cancelled, considering, nevertheless, the
peculiar circumstances found to be extant by the trial court, confirmed by the Court of
Appeals, it would be unconscionable, in our view, to likewise sanction the forfeiture by
petitioner corporation of payments made to it by private respondent. Indeed, in the
opening statement of this ponencia, we have intimated that the relationship between
parties in any contract must always be characterized and punctuated by good faith and
fair dealing. Judging from what the courts below have said, petitioners did fall well
behind that standard. We do not find it equitable, however, to adjudge any interest
payment by petitioners on the amount to be thus refunded, computed from judicial
demand, for, indeed, private respondent should not be allowed to totally free itself from
its own breach.
WHEREFORE, the appealed decision is AFFIRMED insofar as it declares valid the
cancellation of the contracts in question but MODIFIED by ordering the refund by
petitioner corporation of P1,334,443.21 with 12% interest per annum to commence only,
however, from the date of finality of this decision until such refund is effected. No costs.
SO ORDERED.

Bricktown V Amor

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G.R. No.

112182 December 12, 1994

balance of P11,500,000.00 to be paid by means of an assumption by private respondent

A grace period is a right, not an obligation, of the debtor. When unconditionally

For its part, the Court of Appeals observed:

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