FIRST DIVISION
[G.R. No. 190367. September 2, 2015.]
UNION PROPERTIES, INC., AND ABOITIZ EQUITY VENTURES, INC., petitioners, vs. CARLOS TIU AND MEGAWORLD PROPERTY AND HOLDINGS, INC., respondents.
NOTICE
Sirs/Mesdames :
Please take notice that the Court, First Division, issued a Resolution dated September 2, 2015, which reads as follows:
"G.R. No. 190367 — UNION PROPERTIES, INC., AND ABOITIZ EQUITY VENTURES, INC., Petitioners, v. CARLOS TIU AND MEGAWORLD PROPERTY AND HOLDINGS, INC., Respondents.
For resolution is a petition for review on certiorari pursuant to Rule 45 of the 1997 Rules of Procedure seeking the reversal of the Court of Appeals' Decision 1 dated May 29, 2009 in CA-G.R. SP No. 92635, entitled "Union Properties, Incorporated and Aboitiz Equity Ventures, Incorporated v. Carlos Tiu and Megaworld Property and Holdings, Incorporated" and the Resolution 2 dated November 9, 2009, which denied the motion for reconsideration filed by the petitioners.
In the assailed May 29, 2009 Decision of the Court of Appeals, the factual origins of this case was condensed in this manner:
On June 19, 1995, respondent Megaworld Properties and Holdings, Inc. (MPHI) and petitioners Union Properties, Inc. (UPI), and Aboitiz Equity Ventures, Inc. (AEV) entered into a Memorandum of Agreement, as developers, with the owners of the land for the construction and development of a multi-storey first class office building at the Ortigas Center later named as "World Finance Plaza."
Sometime in July 1996, petitioner AEV sold a condominium unit of the World Finance Condominium Project to respondent Carlos Tiu, particularly Unit No. 2202 with an approximate area of 127.84 square meters worth Php7,588,838.82, to be utilized as an office space. At the time of sale, petitioners lacked a Certificate of Registration and a License to Sell for the project.
Upon the execution of the Contract to Buy and Sell (CTBS) on June 25, 1996, Tiu paid a reservation fee of Php100,000.00 and issued six (6) postdated checks totaling Php2,274,251.68 which covered his monthly payments of Php362,375.25 per month until December 26, 1996, all of which represented 30% of the contract price and served as the downpayment for the unit. The rest of the contract price totaling Php3,790,419.30 was to be paid in thirty (30) equal monthly installments without interest at Php126,347.31 per month starting from January 26, 1997 until June 26, 1999.
In January 1998, construction on the project completely stopped, with concreting works only partially performed up to the 32nd floor. At the time of stoppage, respondent Tiu had already issued another twenty (20) postdated checks totaling Php2,526,946.92 covering his monthly payment of Php126,347.31 per month until July 25, 1998.
On July 16, 1998, MPHI and Union Bank of the Philippines (UBP), mother company of UPI, entered into an assignment agreement wherein the former assigned its entire interest in the project in favor of UBP.
On August 21, 2001, Tiu filed a Complaint for Refund, Rescission and Damages against UPI, AEV and MPHI (defendants therein) before the Housing and Land Use Regulatory Board Expanded National Capital Region Field Office (HLURB ENCRFO). In said complaint, Tiu essentially alleged that the defendants failed to comply with their obligation to complete the development of the project within the period prescribed in the CTBS, which was December 31, 1998, as well as the period mandated in the License to Sell issued to the project, which was December 2000. Further, Tiu contended that over all development of the project was only fifty-five percent (55%) as of the date of the HLURB inspection on March 13, 2001.
In their respective Answers, both AEV and UPI disclaimed liability. AEV, in its Answer, argued that it was MPHI's failure to meet its 50% share in the construction costs of the project which necessitated the suspension of the construction works in January 1998, and that such delay is a "cause or condition beyond the control of the seller" as stipulated in the contract to sell, while UPI, in its Answer, argued that Tiu had no cause of action against it since the contract to sell was only between AEV and Tiu. Further, UPI alleged that its stake in the project was only 25% with the rest being divided by MPHI (75%) and AEV (25%). SDAaTC
MPHI, on the other hand, in its Answer also disclaimed liability arguing that, inasmuch as it has already assigned its entire interest over the project to UBP, Tiu had no cause of action against it since the contract to sell was only between AEV and Tiu. 3
In a Decision 4 dated March 31, 2003, Housing and Land Use Arbiter Rowena C. Balasolla ruled that petitioners Aboitiz Equity Ventures, Inc. (AEV) and Union Properties, Inc. (UPI), along with respondent Megaworld Property and Holdings, Inc. (MPHI), were liable to respondent Carlos Tiu for non-completion of the project on time. Thus, Tiu had a right to rescind the contract and be reimbursed the total amount he paid plus interest and damages. The dispositive portion of the March 31, 2003 Decision is reproduced here:
WHEREFORE, the foregoing premises considered, judgment is hereby rendered in favor of the complainant and ordering:
1. Respondents to jointly and severally pay complainant:
a. the amount of P4,801,197.88 with legal interest from August 1998 until the same is fully paid;
b. P100,000.00 as temperate damages;
c. P100,000.00 as exemplary damages;
d. P100,000.00 as and by way of attorney's fees;
e. litigation expenses and costs of the suit;
2. Respondents MPHI, AEV and UPI to jointly and severally pay administrative fine of P10,000.00 for selling a unit of the project to complainant without a license to sell;
3. Respondent UPI to apply for extension of time to complete the project;
4. Respondent UPI to pay an administrative fine of P10,000.00 for failure to complete the project.
All other claims and counterclaims by the parties are dismissed for lack of merit.
Dissatisfied with the aforementioned ruling, UPI and MPHI filed a Petition for Review with the HLURB Board of Commissioners (HLURB BOC), while AEV filed a Petition for Annulment of Judgment.
In its October 19, 2004 Decision, 5 the HLURB BOC modified the March 31, 2003 HLURB Expanded National Capital Region Field Office (ENCRFO) Decision in that the complaint against MPHI was dismissed. In view of the assignment agreement between MPHI and UBP, the HLURB BOC held that MPHI ceased to be a party to the Memorandum of Agreement of the developers of the condominium project. In all other respects, the HLURB ENCRFO decision was affirmed.
UPI and AEV appealed the HLURB BOC ruling to the Office of the President (OP) which merely affirmed the same in toto in its April 20, 2005 Decision. Petitioners sought reconsideration of the aforementioned ruling but the OP denied this as per its Resolution 6 dated November 24, 2005.
UPI and AEV sought review of the OP Decision by the Court of Appeals. The appellate court subsequently affirmed with modification the judgment of the OP. On a procedural note, it held that petitioner AEV's failure to file the proper mode of appeal within the reglementary period meant that the March 31, 2003 Decision of the HLURB ENCRFO already became final and executory with respect to AEV. Thus, the petition before the Court of Appeals was treated as a petition for review of UPI only. In the assailed Decision dated May 29, 2009, the Court of Appeals disposed of the petition as follows:
WHEREFORE, in view of the foregoing, the Decision, dated 20 April 2005, of the Office of the President in OP Case No. 04-K-471 (HLURB Case No. REM-A030707-0154) (HLURB Case No. REM-A-052101-11591) is hereby AFFIRMED with MODIFICATION. Accordingly, the Decision, dated 31 March 2003, of the HLURB ENCRFO is modified as follows:
WHEREFORE, the foregoing premises considered, judgment is hereby rendered in favor of the complainant and ordering:
1. Respondent Aboitiz Equity Ventures, Inc. (AEV) to pay complainant:
a. the amount of P4,801,197.88 with legal interest from August 1998 until the same is fully paid;
b. P100,000.00 as and by the way of attorney's fees; and
c. litigation expenses and costs of suit;
2. Respondent AEV pay administrative fine of P10,000.00 for selling a unit of the project to complainant without a license to sell.
3. Respondent UPI to apply for extension of time to complete the project.
4. Respondent UPI to pay an administrative fine of P10,000.00 for failure to complete the project.
All other claims and counterclaims by the parties are dismissed for lack of merit. 7
The petition now before this Court was prompted by the Court of Appeals' denial of the partial motion for reconsideration subsequently filed by UPI and AEV. Petitioners contend that the following reversible errors were committed by the Court of Appeals: acEHCD
A. Erroneous conclusion that the MOA dated 19 June 1995 made UPI and AEV joint developers of the project.
B. UPI cannot be held liable under the CTBS as it was not a party thereto.
C. Petitioners UPI and AEV cannot be held liable for the failure and/or delay of Megaworld to finish the Project.
D. The Assignment of rights and interest cannot include obligations not agreed upon by the parties to be included in the assignment.
E. There can be no valid refund to the buyer of his payment because the CTBS was not validly rescinded.
F. The imposition of an administrative fine on UPI has no factual and legal bases.
G. There are no factual and legal bases for the award of temperate and exemplary damages as well as attorney's fees and litigation expenses. 8
On April 19, 2010, MPHI filed a Comment praying for the dismissal of the petition filed by UPI and AEV. On the other hand, Tiu filed a Comment/Motion to Withdraw Complaint dated October 17, 2011 which stated that he had already entered into a compromise agreement with UPI and AEV, thereby reviving the contract to buy and sell between the parties and putting an end to the subject controversy. According to Tiu, he agreed by way of compromise to proceed with the purchase of World Finance Plaza condominium unit, Unit No. 2202, and one parking slot, B3, located along Meralco Avenue, Ortigas Center, Pasig City. Likewise, Tiu resumed paying the monthly amortizations through the issuance of postdated checks in favor of petitioners. Lastly, the condominium project has already been completed and the condominium unit turned over to Tiu.
On February 24, 2012, UPI and AEV filed a Reply wherein they confirmed the existence of a compromise agreement between them and Tiu for the revival and resumption of the contract to buy and sell executed between themselves. In view of this compromise agreement between the parties, UPI and AEV raised no objection to Tiu's motion to withdraw the complaint he had filed against petitioners before the HLURB.
In light of the parties' manifestations that they have come to a settlement of their dispute, the resolution of the issues raised in the present petition has been rendered moot. EcTCAD
WHEREFORE, in view of the amicable settlement among the parties, the case is considered CLOSED and TERMINATED.
SO ORDERED."
Very truly yours,
(SGD.) EDGAR O. ARICHETADivision Clerk of Court
Footnotes
1. Rollo, pp. 29-54. Penned by Associate Justice Romeo F. Barza with Associate Justices Josefina Guevara-Salonga and Arcangelita M. Romilla-Lontok, concurring.
2. Id. at 55.
3. Id. at 30-33.
4. Id. at 122-127.
5. Id. at 128-132.
6. Id. at 141-143.
7. Id. at 52-53.
8. Id. at 16.