SECOND DIVISION
[G.R. No. 208127. November 11, 2013.]
STRATEGIC ALLIANCE DEVELOPMENT CORPORATION, AS SUBSTITUTED BY PHILIPPINE ESTATE CORPORATION, petitioner, vs. PRIVATIZATION AND MANAGEMENT OFFICE (FORMERLY ASSET PRIVATIZATION TRUST) AND PHILIPPINE NATIONAL CONSTRUCTION CORPORATION), respondents.
NOTICE
Sirs/Mesdames :
Please take notice that the Court, Second Division, issued a Resolution dated 11 November 2013 which reads as follows:
G.R. No. 208127 (Strategic Alliance Development Corporation, as substituted by Philippine Estate Corporation, petitioner, v. Privatization and Management Office (formerly Asset Privatization Trust) and Philippine National Construction Corporation), respondents.
Before the Court is a Petition for Review on Certiorari filed by petitioner Philippine Estate Corporation (PHES) assailing the Amended Decision dated 13 February 2013 1 of the Court of Appeals (CA) in CA-G.R. CV No. 96368, which effectively dismissed the Complaint for Declaration of Right to a Notice of Award and/or Damages filed by Strategic Alliance Development Corporation (STRADEC). HTacDS
As borne by the records, on 30 October 2000, respondent Privatization and Management Office (PMO), then known as the Asset Privatization Trust (APT), held a public bidding to sell the National Government's shares of stock in herein respondent Philippine National Construction Corporation (PNCC), together with the National Government's receivables in the form of advances of the National Government to PNCC, all the future receivables of the National Government from PNCC, and the securities related thereto, as one package, on an "as is, where is" basis. 2
Showing interest, STRADEC formed a consortium with Dong-A Pharmaceuticals named Dong-A Consortium, and submitted a bid in the amount of One Billion Two Hundred Twenty-Eight Million Eight Hundred Eighty-Eight Thousand and Eight Hundred Pesos (P1,228,888,800.00). 3 Although Dong-A Consortium submitted the highest bid, this was rejected by the PMO as it was below the indicative price of Seven Billion Pesos (P7,000,000,000.00). 4
Dong-A Consortium sent several letters requesting for reconsideration, but all were denied by the PMO. 5 STRADEC then filed a Complaint for Declaration of Right to a Notice of Award and/or Damages against PMO and PNCC.
In a Decision dated 1 July 2010, 6 as amended by the Order dated 13 September 2010, 7 the Regional Trial Court (RTC) ruled in favor of STRADEC, as follows:
WHEREFORE, premises considered, judgment is hereby rendered as follows: CcaASE
1) Defendant PMO is directed to issue a Notice of Award of Sale to the Dong-A Consortium, herein represented by plaintiff STRADEC, the National Government's shares of stock in the Philippine National Construction Corporation (PNCC), and the receivables of the National Government in the form of advances to PNCC, all future receivables of the National Government from PNCC and the securities related thereto, under the procedure stated in the Asset Specific Bidding Rules (ASBR) for the public auction held on October 30, 2000;
2) Defendants PMO and PNCC are directed to pay plaintiff, jointly and severally, the sum of PHP500,000.00 as and by way of exemplary damages; and the further sum of PHP500,000.00 as and by way of attorney's fees and costs of suit; and
3)Philippine Estate Corporation (PHES is declared substituted as party plaintiff in lieu of Strategic Alliance Development Corporation.
The CA initially affirmed the RTC ruling. In the Decision dated 27 January 2012, 8 the CA ruled that it had no valid basis to set aside the RTC's assailed decision, 9 and thus dismissed the appeal:
WHEREFORE, the appeals of defendants-appellants PNCC and PMO are DISMISSED for lack of merit.
In an Amended Decision dated 13 February 2013, however, the CA reconsidered its previous decision and reversed the RTC ruling, dismissing the complaint for lack of merit, to wit: EAcHCI
WHEREFORE, Our January 27, 2012 Decision is RECONSIDERED and VACATED.
The assailed Decision dated July 1, 2010 of the Regional Trial Court of the Makati City, Branch 143 is hereby SET ASIDE. The Complaint for Declaration of Right to a Notice of Award and/or Damages filed by Strategic Alliance Development Corporation is hereby DISMISSED for lack of merit. 10
Hence, the present petition for review on certiorari.
At this juncture, we note that a petition has been filed before the Court by the PMO assailing the CA Decision dated 27 January 2012. Docketed as G.R. No. 200402 (Privatization and Management Office vs. Strategic Alliance Development Corporation and/or Philippine Estate Corporation), said case was decided by the First Division on 13 June 2013 by reversing the CA Decision dated 27 January 2012.
The Court, in the said Decision dated 13 June 2013, ruled that under the Asset Specific Bidding Rules (ASBR), for the Dong-A Consortium to win, it must at least match the indicative price, and the submission of the highest bid and the conduct of due diligence do not, by themselves, justify an award, viz.:
Obligations arising from agreements have the force of law between the contracting parties and should be complied with in good faith. Here, the ASBR sets forth the terms and conditions under which an award will be given. During the pretrial, both parties agreed that a bidder wins only after satisfying and complying with all the terms and conditions of the ASBR, including matching the indicative price. Since Dong-A Consortium failed to match the indicative price, it could not have been considered a winner, and, is not entitled to a Notice of Award. EDACSa
Article 1326 of the Civil Code, which specifically tackles offer and acceptance of bids, provides that advertisements for bidders are simply invitations to make proposals, and that an advertiser is not bound to accept the highest bidder unless the contrary appears. In the present case, Section 4.3 of the ASBR explicitly states that APT reserves the right to reject any or all bids, including the highest bid. Undoubtedly, APT has a legal right to reject the offer of Dong-A Consortium, notwithstanding that it submitted the highest bid.
In Leoquinco v. The Postal Savings Bank and C & C Commercial Corporation v. Menor, we explained that this right to reject bids signifies that the participants of the bidding process cannot compel the party who called for bids to accept the bid or execute a deed of sale in the former's favor. Thus, we similarly rule that PMO cannot be forced to award the sale of the PNCC shares in favor of Dong-A Consortium.
xxx xxx xxx
Even in the spirit of open market competition in public biddings, there is no imposition on the government to sell at prices that are equal, higher, or lower compared with those commanded by the market. We cannot fault APT for deciding to sell the PNCC assets for P7,000,000.000, even if we put into the equation the fact that the acquired corporation has been operating at a loss as testified to by the financial auditor of Dong-A Consortium.
To substitute the valuation of Dong-A Consortium for that of APT is to unduly interfere with the judgment of a government agency tasked to liquidate nonperforming assets of the government. APT and PMO are mandated to determine the most advantageous prices that will improve the financial situation of the government. Given that discretion, they cannot be directed by the courts to do a particular act or be enjoined from doing an act within their prerogatives.
Upon verification of the records, the Court notes that the Decision dated 13 June 2013 of the First Division is subject of a pending motion for reconsideration. 11 Thus, to foreclose the possibility of conflicting decisions, and for the orderly administration of justice, we deem it best to order the consolidation of the present petition with G.R. No. 200402, and to refer it to the ponente of the latter, being the lower-numbered case. ACcISa
In any case, the previous inclination of the Court was to reiterate the ruling of the First Division following the doctrine of the law of the case. The law of the case has been defined as the opinion delivered on a former appeal. It means that whatever is once irrevocably established the controlling legal rule of decision between the same parties in the same case continues to be the law of the case whether correct on general principles or not, so long as the facts on which such decision was predicated continue to be the facts of the case before the court. 12
A well-known legal principle is that when an appellate court has once declared the law in a case, such declaration continues to be the law of that case even on a subsequent appeal. The rule made by an appellate court, while it may be reversed in other cases, cannot be departed from in subsequent proceedings in the same case. The "Law of the Case," as applied to a former decision of an appellate court, merely expresses the practice of the courts in refusing to reopen what has been decided. Such a rule is necessary to enable an appellate court to perform its duties satisfactorily and efficiently, which would be impossible if a question, once considered and decided by it, were to be litigated anew in the same case upon any and every subsequent appeal. Again, the rule is necessary as a matter of policy to end litigation. There would be no end to a suit if every obstinate litigant could, by repeated appeals, compel a court to listen to criticisms on their opinions, or speculate of chances from changes in its members. 13 ITAaCc
WHEREFORE, premises considered, we hereby ORDER the CONSOLIDATION of the present petition with G.R. No. 200402.
SO ORDERED.
Very truly yours,
(SGD.) MA. LOURDES C. PERFECTODivision Clerk of Court
Footnotes
1. Rollo, pp. 34-42; Penned by Associate Justice Vicente S.E. Veloso with Associate Justices Stephen C. Cruz and Amy C. Lazaro-Javier concurring.
2. Id. at 46.
3. Id.
4. Id. at 47.
5. Id.
6. Id. at 252-273; Penned by Presiding Judge Zenaida T. Galapate-Laguiles, RTC-Makati, Branch 143.
7. Id. at 274-276.
8. Id. at 44-73.
9. Id. at 72.
10. Id. at 41-42.
11. Rollo of G.R. No. 200402, pp. 703-727.
12. Spouses Sy v. Young, G.R. No. 169214, 19 June 2013.
13. Radio Communications of the Phil., Inc. v. CA, 522 Phil. 267, 273-274 (2006) citing Padillo v. Court of Appeals, 422 Phil. 334 (2001) further citing Zarate v. Director of Lands, 39 Phil. 747, 749-750 (1919).