G.R. No. 173137. January 11, 2016.

*
 
BASES CONVERSION DEVELOPMENT AUTHORITY, petitioner,  vs.  DMCI PROJECT
DEVELOPERS, INC. respondent.

G.R. No. 173170. January 11, 2016.*

 
NORTH LUZON RAILWAYS CORPORATION, petitioner, vs. DMCI PROJECT DEVELOPERS,
INC. respondent.

Remedial Law; Civil Procedure; Appeals; Petition for Review on Certiorari; Rule 45 is applicable when
the issues raised before the Supreme Court (SC) involved purely questions of law.—At the outset, we must
state that BCDA and Northrail invoked the correct remedy. Rule 45 is applicable when the issues raised
before this court involved purely questions of law. In Villamor, Jr. v. Umale, 736 SCRA 325 (2014): [t]here is
a question of law “when there is doubt or controversy as to what the law is on a certain [set] of facts.” The
test is “whether the appellate court can determine the issue raised without reviewing or evaluating the
evidence.” Meanwhile, there is a question of fact when there is “doubt . . . as to the truth or falsehood of

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*  SECOND DIVISION.

 
 
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facts.” The question must involve the examination of probative value of the evidence presented.
Civil Law; Alternative Dispute Resolution; Arbitration; Like many alternative dispute resolution
processes, arbitration is a product of the meeting of minds of parties submitting a predefined set of disputes.
—Arbitration is a mode of settling disputes between parties.  Like many alternative dispute resolution
processes, it is a product of the meeting of minds of parties submitting a predefined set of disputes. They
agree among themselves to a process of dispute resolution that avoids extended litigation. The state adopts a
policy in favor of arbitration. Republic Act No. 9285 expresses this policy: SEC. 2. Declaration of Policy.—It
is hereby declared the policy of the State to actively promote party autonomy in the resolution of disputes or
the freedom of the parties to make their own arrangements to resolve their disputes. Towards this end, the
State shall encourage and actively promote the use of Alternative Dispute Resolution (ADR) as an important
means to achieve speedy and impartial justice and declog court dockets.  As such, the State shall provide
means for the use of ADR as an efficient tool and an alternative procedure for the resolution of appropriate
cases. Likewise, the State shall enlist active private sector participation in the settlement of disputes
through ADR. This Act shall be without prejudice to the adoption by the Supreme Court of any ADR system,
such as mediation, conciliation, arbitration, or any combination thereof as a means of achieving speedy and
efficient means of resolving cases pending before all courts in the Philippines which shall be governed by
such rules as the Supreme Court may approve from time to time.
Same; Contracts; At any time during the lifetime of an agreement, circumstances may arise that may
cause the parties to change or add to the terms they previously agreed upon. Thus, amendments or
supplements to the agreement may be executed by contracting parties to address the circumstances or issues
that arise while a contract subsists.—There is no rule that a contract should be contained in a single
document.  A whole contract may be contained in several documents that are consistent with one other.
Moreover, at any time during the lifetime of an agreement, circumstances may arise that may cause the
parties to change or add to the terms they previously agreed upon. Thus, amendments or supplements to the

 
 
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agreement may be executed by contracting parties to address the circumstances or issues that arise
while a contract subsists.
Same; Same; Amended Contracts; When an agreement is amended, some provisions are changed. Certain
parts or provisions may be added, removed, or corrected. These changes may cause effects that are
inconsistent with the wordings of the contract before the changes were applied.—When an agreement is
amended, some provisions are changed. Certain parts or provisions may be added, removed, or corrected.
These changes may cause effects that are inconsistent with the wordings of the contract before the changes
were applied. In that case, the old provisions shall be deemed to have lost their force and effect, while the
changes shall be deemed to have taken effect. Provisions that are not affected by the changes usually remain
effective.
  Same; Same; Supplemented Contracts; When a contract is supplemented, new provisions that are not
inconsistent with the old provisions are added.—When a contract is supplemented, new provisions that are
not inconsistent with the old provisions are added. The nature, scope, and terms and conditions are
expanded. In that case, the old and the new provisions form part of the contract.
Same; Same; “Assignment” and “Nomination,” Distinguished.—Assignment involves the transfer of
rights after the perfection of a contract. Nomination pertains to the act of naming the party with whom it
has a relationship of trust or agency. In  Philippine Coconut Producers Federation, Inc. (COCOFED) v.
Republic, 663 SCRA 514 (2012), this court defined “nominee” as follows: In its most common signification,
the term “nominee’’ refers to one who is designated to act for another usually in a limited way; a person in
whose name a stock or bond certificate is registered but who is not the actual owner thereof is considered a
nominee.”  Corpus Juris Secundum  describes a nominee as one: “. . . designated to act for another as his
representative in a rather limited sense. It has no connotation, however, other than that of acting for
another, in representation of another or as the grantee of another. In its commonly accepted meaning the
term connoted the delegation of authority to the nominee in a representative or nominal capacity only, and
does not connote the transfer or assignment to the nominee of any property in, or ownership of, the rights of
the person nominating him.” (Citations omitted) Contrary

 
 
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 to BCDA and Northrail’s position, therefore, the agreement’s prohibition against transfers, conveyance,
and assignment of rights without the consent of the other party does not apply to nomination.
Same; Same; A beneficiary who communicated his or her acceptance to the terms of the agreement before
its revocation may be compelled to abide by the terms of an agreement, including the arbitration clause.—
There is, therefore, merit to DMCI-PDI’s argument that if the Civil Code gives third party beneficiaries to a
contract the right to demand the contract’s fulfillment in its favor, the reverse should also be true.  A
beneficiary who communicated his or her acceptance to the terms of the agreement before its revocation may
be compelled to abide by the terms of an agreement, including the arbitration clause. In this case, Northrail
is deemed to have communicated its acceptance of the terms of the agreements when it accepted D.M.
Consunji, Inc.’s funds.
Multiplicity of Suits; Judicial efficiency and economy require a policy to avoid multiplicity of suits.—
Judicial efficiency and economy require a policy to avoid multiplicity of suits. As we said in Lanuza v. BF
Corporation, 737 SCRA 275 (2014): Moreover, in Heirs of Augusto Salas, Jr., this court affirmed its policy
against multiplicity of suits and unnecessary delay. This court said that “to split the proceeding into
arbitration for some parties and trial for other parties would result in multiplicity of suits, duplicitous
procedure and unnecessary delay.” This court also intimated that the interest of justice would be best
observed if it adjudicated rights in a single proceeding. While the facts of that case prompted this court to
direct the trial court to proceed to determine the issues of that case, it did not prohibit courts from allowing
the case to proceed to arbitration, when circumstances warrant.

PETITIONS for review on certiorari of the decision and order of the Regional Trial Court of
Makati City, Branch 150.
The facts are stated in the opinion of the Court.
  Ongkiko, Manhit, Custodio & Acorda Law Office for petitioner BCDA.

 
 
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220 SUPREME COURT REPORTS ANNOTATED

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  Office of the Government Corporate Counsel for petitioner Northrail.

  Aguirre, Aportadera & Sandico Law Offices for respondent in both cases.

LEONEN, J.:
 
An arbitration clause in a document of contract may extend to subsequent documents of
contract executed for the same purpose. Nominees of a party to and beneficiaries of a contract
containing an arbitration clause may become parties to a proceeding initiated based on that
arbitration clause.
On June 10, 1995, Bases Conversion Development Authority (BCDA) entered into a Joint
Venture Agreement1with Philippine National Railways (PNR) and other foreign corporations.2
Under the Joint Venture Agreement, the parties agreed to construct a railroad system from
Manila to Clark with possible extensions to Subic Bay and La Union and later, possibly to Ilocos
Norte and Nueva Ecija.3 BCDA shall establish North Luzon Railways Corporation (Northrail) for
purposes of constructing, operating, and managing the railroad system.4  The Joint Venture
Agreement contained the following provision:
 ARTICLE XVI
ARBITRATION
 
16. If any dispute arise hereunder which cannot be settled by mutual accord between the
parties to such dispute, then that dispute shall be referred to arbi-

_______________

1  Rollo (G.R. No. 173137), pp. 104-120.

2  Id., at p. 46.
3  Id., at p. 106.
4  Id., at p. 108.

 
 
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tration. The arbitration shall be held in whichever place the parties to the dispute decide
and failing mutual agreement as to a location within twenty-one (21) days after the
occurrence of the dispute, shall be held in Metro Manila and shall be conducted in
accordance with the Philippine Arbitration Law (Republic Act No. 876) supplemented by the
Rules of Conciliation and Arbitration of the International Chamber of Commerce. All award
of such arbitration shall be final and binding upon the parties to the dispute.5
 
BCDA organized and incorporated Northrail.6  Northrail was registered with the Securities
and Exchange Commission on August 22, 1995.7
BCDA invited investors to participate in the railroad project’s financing and implementation.
Among those invited were D.M. Consunji, Inc. and Metro Pacific Corporation.8
On February 8, 1996, the  Joint Venture Agreement was amended to include D.M.
Consunji, Inc. and/or its nominee as party.9 Under the amended Joint Venture Agreement,
D.M. Consunji, Inc. shall be an additional investor of Northrail.10 It shall subscribe to 20% of the
increase in Northrail’s authorized capital stock.11
On February 8, 1996, BCDA and the other parties to the Joint Venture Agreement, including
D.M. Consunji, Inc. and/or its nominee, entered into a  Memorandum of Agreement.12  Under
this agreement, the parties agreed that the

_______________

5   Id., at pp. 116-117.

6   Id., at p. 62.
7   Rollo (G.R. No. 173170), p. 74.
8   Rollo (G.R. No. 173137), p. 47.
9   Id., at pp. 122-123.
10  Id., at pp. 47 and 123.
11  Id.
12  Id., at pp. 48 and 126-132.

 
  
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222 SUPREME COURT REPORTS ANNOTATED

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initial seed capital of P600 million shall be infused to Northrail.13  Of that amount, P200
million shall be D.M. Consunji, Inc.’s share, which shall be converted to equity upon Northrail’s
privatization.14 Later, D.M. Consunji, Inc.’s share was increased to P300 million.15
Upon BCDA and Northrail’s request,16  DMCI Project Developers, Inc. (DMCI-PDI) deposited
P300 million into Northrail’s account with Land Bank of the Philippines.17 The deposit was made
on August 7, 199618 for its “future subscription of the Northrail shares of stocks.”19 In Northrail’s
1998 financial statements submitted to the Securities and Exchange Commission, this amount
was reflected as “Deposits For Future Subscription.”20  At that time, Northrail’s application to
increase its authorized capital stock was still pending with the Securities and Exchange
Commission.21
In letters22  dated April 4, 1997, D.M. Consunji, Inc. informed PNR and the other
parties that DMCI-PDI shall be its designated nominee for all the agreements it
entered and would enter with them in connection with the railroad project.  Pertinent
portions of the letters provide:

[I]n order to formalize the inclusion of [DMCI Project Developers, Inc.] as a party to the
JVA and MOA, DMCI would like to notify all the parties  that it is designating PDI as its
nominee in both agreements and such other
 

_______________

13  Id., at p. 48.
14  Id., at pp. 48 and 129.
15  Id., at p. 48.
16  Id., at p. 134.
17  Id., at pp. 48 and 135.
18  Id., at pp. 48, 64, and 135-136.
19  Id., at pp. 48, 65, and 136.
20  Rollo (G.R. No. 173170), p. 37.
21  Rollo (G.R. No. 173137), p. 48.
22  Id., at pp. 137-140.

 
 
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 agreements that may be signed by the parties in furtherance of or in connection with the
PROJECT. By this nomination, all the rights, obligations, warranties and commitments of
DMCI under the JVA and MOA shall henceforth be assumed performed and delivered by
PDI.23 (Emphasis supplied)
 
Later, Northrail withdrew from the Securities and Exchange Commission its application for
increased authorized capital stock.24  Moreover, according to DMCI-PDI, BCDA applied for
Official Development Assistance from Obuchi Fund of Japan.25  This required Northrail to be a
100% government-owned and -controlled corporation.26
On September 27, 2000, DMCI-PDI started demanding from BCDA and Northrail the return
of its P300 million deposit.27 DMCI-PDI cited Northrail’s failure to increase its authorized capital
stock as reason for the demand.28  BCDA and Northrail refused to return the deposit29  for the
following reasons:

a) At the outset, DMCI-PDI/FBDC’s participation in Northrail was as a joint venture

partner and co-investor in the Manila Clark Rapid Railway Project, and as such, was
granted corresponding representation in the Northrail Board.
b) DMCI-PDI/FBDC was privy to all the deliberations of the Northrail Board and
participated in the decisions made and policies adopted to pursue the project.

_______________

23  Id., at pp. 137 and 139.

24  Id., at pp. 48 and 65.
25  Id., at p. 66.
26  Id.
27  Id., at pp. 48 and 146-147.
28  Id., at pp. 146-147.
29  Id., at p. 48.

 
 
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224 SUPREME COURT REPORTS ANNOTATED

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c) DMCI-PDI/FBDC had full access to the financial statements of Northrail and was
regularly informed of the corporation’s financial condition.30
 
Upon BCDA’s request, the Office of the Government Corporate Counsel (OGCC) issued
Opinion No. 116, Series of 200131
on June 27, 2001. The OGCC stated that “since no increase in capital stock was implemented, it
is but proper to return the investments of both FBDC and DMCI[.]”32
In a January 19, 2005 letter,33  DMCI-PDI reiterated the request for the refund of its P300
million deposit for future Northrail subscription. On March 18, 2005, BCDA denied34DMCI-PDI’s
request:
 
 We regret to say that we are of the position that the P300 [million] contribution should
not be returned to DMCI for the following reasons:
a. the P300 million was in the nature of a contribution, not deposits for future
subscription; and
b. DMCI, as a joint venture partner, must share in profits and losses.35
 
On August 17, 2005,36  DMCI-PDI served a demand for arbitration to BCDA and Northrail,
citing the arbitration clause in the June 10, 1995 Joint Venture Agreement.37  BCDA and
Northrail failed to respond.38

_______________

30  Id., at pp. 151-152 and 467.

31  Id., at pp. 150-154.
32  Id., at p. 153.
33  Id., at pp. 175-176.
34  Id., at pp. 177-180.
35  Id., at p. 177.
36  Id., at p. 49.
37  Id., at pp. 49, 59, and 76.
38  Id., at pp. 49 and 70.

 
 
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DMCI-PDI filed before the Regional Trial Court of Makati39  a Petition to Compel
Arbitration40 against BCDA and Northrail, pursuant to the alleged arbitration clause in the Joint
Venture Agreement.41  DMCI-PDI prayed for “an order directing the parties to proceed to
arbitration in accordance with the terms and conditions of the agreement.”42
BCDA filed a Motion to Dismiss43  on the ground that there was no arbitration clause that
DMCI-PDI could enforce since DMCI-PDI was not a party to the Joint Venture Agreement
containing the arbitration clause.44 Northrail filed a separate Motion to Dismiss45 on the ground
that the court did not have jurisdiction over it and that DMCI-PDI had no cause for arbitration
against it.46
In the Decision47  dated February 9, 2006, the trial court denied BCDA’s and Northrail’s
Motions to Dismiss and granted DMCI-PDI’s Petition to Compel Arbitration. The dispositive
portion of the decision reads:
 
WHEREFORE, the petition is granted. The parties are ordered to present their dispute
to arbitration in accordance with Article XVI of the Joint Agreement.
SO ORDERED.48

The trial court ruled that the arbitration clause in the Joint Venture Agreement should cover
all subsequent docu-
_______________

39  Id., at p. 46. The petition was raffled to Branch 150, Judge Elmo M. Alameda.
40  Id., at pp. 58-74.
41  Id., at p. 15.
42  Id., at p. 49.
43  Id., at pp. 218-223.
44  Id., at p. 221.
45  Rollo (G.R. No. 173170), pp. 66-73.
46  Id., at pp. 17 and 67-68.
47  Rollo (G.R. No. 173137), pp. 46-54.
48  Id., at p. 54.

 
 
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ments including the amended Joint Venture Agreement and the Memorandum of Agreement.
The three (3) documents constituted one contract for the formation and funding of Northrail.49
The trial court also ruled that even though DMCI-PDI was not a signatory to the Joint
Venture Agreement and the Memorandum of Agreement, it was an assignee of D.M. Consunji,
Inc.’s rights. Therefore, it could invoke the arbitration clause in the Joint Venture Agreement.50
In an Order51  dated June 9, 2006, the trial court denied BCDA and Northrail’s Motion for
Reconsideration of the February 9, 2006 trial court Decision.
BCDA filed a Rule 45 Petition before this court, assailing the February 9, 2006 trial court
Order granting DMCI-PDI’s Petition to Compel Arbitration and the June 9, 2006 Order denying
BCDA and Northrail’s Motion for Reconsideration.52
The issue in this case is whether DMCI-PDI may compel BCDA and Northrail to submit to
arbitration.
BCDA argued that only the parties to an arbitration agreement can be bound by that
agreement.53 The arbitration clause that DMCI-PDI sought to enforce was in the Joint Venture
Agreement, to which DMCI-PDI was not a party.54 There was also no evidence that the right to
compel arbitration under the Joint Venture Agreement was assigned to DMCI-PDI.55  Assuming
that there was such an assignment, BCDA did not consent to or recognize it.56 Therefore, the trial
court’s conclusion that DMCI-PDI was D.M. Consunji, Inc.’s

_______________

49  Id., at p. 52.
50  Id.
51  Id., at pp. 55-56.
52  Id., at pp. 12-13.
53  Id., at p. 24.
54  Id., at p. 25.
55  Id., at pp. 25-26.
56  Id., at p. 31.

 
 
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assignee had no basis.57 In BCDA’s view, DMCI-PDI had no right to compel BCDA to submit to
arbitration.58
BCDA also argued that the trial court decided the Motion to Dismiss in violation of the parties’
right to due process. The trial court should have conducted a hearing so that the parties could
have presented their respective positions on the issue of assignment. The trial court merely
accepted DMCI-PDI’s allegations, without basis.59
In a separate Petition for Review,60  Northrail argued that it cannot be compelled to submit
itself to arbitration because it was not a party to the arbitration agreement.61
Northrail also argued that DMCI-PDI cannot initiate an action to compel BCDA and Northrail
to arbitration because DMCI-PDI itself was not a party to the arbitration agreement. DMCI-PDI
was not D.M. Consunji, Inc.’s assignee because BCDA did not consent to that assignment.62
In its Comment63  on BCDA’s Petition, DMCI-PDI argued that Rule 45 was a wrong mode of
appeal.64 The issues raised by BCDA did not involve questions of law.65
DMCI-PDI pointed out that BCDA breached their agreement when it failed to apply the P300
million deposit to Northrail subscriptions. It turned out that such application was rendered
impossible by the alleged loan requirement that Northrail be wholly owned by the government
and by Northrail’s withdrawal from the Securities and Exchange Commis-

_______________

57  Id., at p. 27.
58  Id., at p. 25.
59  Id., at pp. 34-35.
60  Rollo (G.R. No. 173170), pp. 13-30.
61  Id., at p. 24.
62  Id., at pp. 25-26.
63  Rollo (G.R. No. 173137), pp. 291-375.
64  Id., at pp. 293-294.
65  Id.

 
 
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sion of its application for an increase in authorized capital stock.66

DMCI-PDI also argued that it is an assignee and nominee of D.M. Consunji, Inc., which is a
party to the contracts. Therefore, it is also a party to the arbitration clause.67
DMCI-PDI contended that the arbitration agreement extended to all documents relating to the
project.68  Even though the agreement was expressed only in the Joint Venture Agreement, its
effect extends to the amendment to the Joint Venture Agreement and Memorandum of
Agreement.69
DMCI-PDI emphasized that BCDA had always recognized it as D.M. Consunji’s assignee in its
correspondences with the OGCC and with the President of DMCI, Mr. Isidro Consunji.70 In those
letters, BCDA described DMCI-PDI’s participation as being the “joint venture partner . . . and co-
investor in the Manila Clark Rapid Railway Project[.]”71 Hence, it is now estopped from denying
its personality in this case.72
We rule for DMCI-PDI.
 
I 
The state has a policy in favor of arbitration
 
At the outset, we must state that BCDA and Northrail invoked the correct remedy. Rule 45 is
applicable when the issues raised before this court involved purely questions of law. In Villamor,
Jr. v. Umale:73

_______________

66  Id., at pp. 317-318.

67  Id., at pp. 336-337.
68  Id., at p. 339.
69  Id., at pp. 339 and 364-365.
70  Id., at p. 345.
71  Id., at p. 346.
72  Id., at p. 349.
73  G.R. No. 172843, September 24, 2014, 736 SCRA 325 [Per J.Leonen, Second Division].

 
 
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[t]here is a question of law “when there is doubt or controversy as to what the law is on a
certain [set] of facts.” The test is “whether the appellate court can determine the issue
raised without reviewing or evaluating the evidence.” Meanwhile, there is a question of fact
when there is “doubt . . . as to the truth or falsehood of facts.” The question must involve the
examination of probative value of the evidence presented.74
 
BCDA and Northrail primarily ask us to construe the arbitration clause in the Joint Venture
Agreement. They assert that the clause does not bind DMCI-PDI and Northrail. This issue is a
question of law. It does not require us to examine the probative value of the evidence presented.
The prayer is essentially for this court to determine the scope of an arbitration clause.
Arbitration is a mode of settling disputes between parties.75  Like many alternative dispute
resolution processes, it is a product of the meeting of minds of parties submitting a predefined set
of disputes. They agree among themselves to a process of dispute resolution that avoids extended
litigation.
The state adopts a policy in favor of arbitration. Republic Act No. 928576 expresses this policy:
 SEC. 2. Declaration of Policy.—It is hereby declared the policy of the State to actively
promote party autonomy in the resolution of disputes or the freedom of the parties to make
their own arrangements to resolve

_______________

74  Id., at p. 339, citing Central Bank of the Philippines v. Castro, 514 Phil. 425, 434; 478 SCRA 235, 243-244 (2005)
[Per J. Puno, Second Division].
75    Lanuza, Jr. v. BF Corporation,  G.R. No. 174938, October 1, 2014, 737 SCRA 275, 293 [Per  J.  Leonen, Second
Division].
76  An Act to Institutionalize the Use of an Alternative Dispute Resolution System in the Philippines and to Establish
the Office for Alternative Dispute Resolution, and for Other Purposes (2004).

 
 
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their disputes. Towards this end, the State shall encourage and actively promote the use
of Alternative Dispute Resolution (ADR) as an important means to achieve speedy and
impartial justice and declog court dockets.  As such, the State shall provide means for the
use of ADR as an efficient tool and an alternative procedure for the resolution of appropriate
cases. Likewise, the State shall enlist active private sector participation in the settlement of
disputes through ADR. This Act shall be without prejudice to the adoption by the Supreme
Court of any ADR system, such as mediation, conciliation, arbitration, or any combination
thereof as a means of achieving speedy and efficient means of resolving cases pending before
all courts in the Philippines which shall be governed by such rules as the Supreme Court
may approve from time to time. (Emphasis supplied)
 
Our policy in favor of party autonomy in resolving disputes has been reflected in our laws as
early as 1949 when our Civil Code was approved.77  Republic Act No. 87678  later explicitly
recognized the validity and enforceability of parties’ decision to submit disputes and related
issues to arbitration.79
Arbitration agreements are liberally construed in favor of proceeding to arbitration.80  We
adopt the interpretation that would render effective an arbitration clause if the terms of the
agreement allow for such interpretation.81 In LM Power Engi-

_______________

77  Civil Code, Arts. 2028-2046.

78   An Act to Authorize the Making of Arbitration and Submission Agreements, to Provide for the Appointment of
Arbitrators and the Procedure for Arbitration in Civil Controversies, and for Other Purposes (1953).
79  Supra note 75 at p. 292.
80  Id., at p. 293. See also LM Power Engineering Corporation v. Capitol Industrial Construction Groups, Inc., 447 Phil.
705, 714; 399 SCRA 562, 569-570 (2003) [Per J. Panganiban, Third Division].
81  Id., at p. 295. See also LM Power Engineering Corporation v. Capitol Industrial Construction Groups, Inc., id., at p.
714; pp. 560-570.

 
  
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neering Corporation v. Capitol Industrial ConstructionGroups, Inc.,82 this court said:

 
Consistent with the above mentioned policy of encouraging alternative dispute resolution
methods, courts should liberally construe arbitration clauses. Provided such clause is
susceptible of an interpretation that covers the asserted dispute, an order to arbitrate
should be granted. Any doubt should be resolved in favor of arbitration.83

This manner of interpreting arbitration clauses is made explicit in Section 25 of Republic Act
No. 9285:
 
SEC. 25. Interpretation of the Act.—In interpreting the Act, the court shall have due
regard to the policy of the law in favor of arbitration. Where action is commenced by or
against multiple parties, one or more of whom are parties to an arbitration agreement, the
court shall refer to arbitration those parties who are bound by the arbitration agreement
although the civil action may continue as to those who are not bound by such arbitration
agreement.
 
Hence, we resolve the issue of whether DMCI-PDI may compel BCDA and Northrail to submit
to arbitration proceedings in light of the policy in favor of arbitration.
BCDA and Northrail assail DMCI-PDI’s right to compel them to submit to arbitration based
on the assumption that DMCI-PDI was not a party to the agreement containing the arbitration
clause.
Three documents — (a) Joint Venture Agreement, (b) amended Joint Venture Agreement, and
(c) Memorandum of Agreement — represent the agreement between BCDA, Northrail, and D.M.
Consunji, Inc. Among the three docu-

_______________

82  Id.
83  Id., at p. 714; pp. 569-570.

 
 
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 ments, only the Joint Venture Agreement contains the arbitration clause. DMCI-PDI was
allegedly not a party to the Joint Venture Agreement.
To determine the coverage of the arbitration clause, the relation among the three documents
and DMCI-PDI’s involvement in the execution of these documents must first be understood.
The Joint Venture Agreement was executed by BCDA, PNR, and some foreign
corporations.84 The purpose of the Joint Venture Agreement was for the construction of a railroad
system from Manila to Clark with a possible extension to Subic Bay and later to San Fernando,
La Union, Laoag, Ilocos Norte, and San Jose, Nueva Ejica.85Under the Joint Venture Agreement,
BCDA agreed to incorporate Northrail, which shall have an authorized capital stock of P5.5
billion.86  The parties agreed that BCDA/PNR shall have a 30% equity with Northrail.87  Other
Filipino partners shall have a total of 50% equity, while foreign partners shall have at most 20%
equity.88 Pertinent provisions of the Joint Venture Agreement are as follows:
 
JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Joint Venture Agreement (JVA) made and executed at Makati, Metro Manila, this
__ day of June 1995 by and between:

_______________

84    Rollo  (G.R. No. 173137), p. 105. The foreign corporations are Construcciones Y Auxiliar De Ferrocarriles, S.A.,
Entrecanales Y Tavora, S.A., Cubiertas Y Mzov, S.A., and Cobra Instalaciones Y Servicios, S.A.
85  Id., at p. 106.
86  Id., at p. 108.
87  Id., at p. 110.
88  Id.

 
 
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The BASES CONVERSION DEVELOPMENT AUTHORITY . . . hereinafter referred

to as BASECON;
The PHILIPPINE NATIONAL RAILWAYS . . .;
The following corporations collectively referred to as the Foreign Group:
a)  CONSTRUCCIONES Y AUXILIAR DE FERROCARRILES, S.A. . . . ;
b) ENTRECANALES Y TAVORA, S.A. . . .;
c)  CUBIERTAS MZOV, S.A. . . .;
d)  COBRA, S.A. . . .; and
e) Others who may later participate in the JVA.
 
-and-
EUROMA DEVELOPMENT CORPORATION . . . 
WITNESSETH:
 ....
 WHEREAS, a project identified pursuant to the aforesaid policy is the establishment of
a Premier International Airport Complex located at the former Clark Air Base as expressed
in Executive Order 174, S. 1994 in order to accommodate the expected heavy flow of
passenger and cargo traffic to and from the Philippines, to start the development of the
Northern Luzon Grid and to accelerate the development of Central Luzon and finally to
decongest Metro Manila of its vehicular traffic;
....
WHEREAS, in order to implement and provide such a mass transit and access system,
the parties hereto agreed to construct a double-trac[k] railway system from Manila to Clark
with a possible extension to Subic Bay and later to San Fernando, La Union, as the second
phase, and finally to Laoag, Ilocos Norte and to San Jose, Nueva Ecija, as the third phase of
the project, hereinafter referred to as the PROJECT;
....
 
 
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ARTICLE I
DEFINITION OF TERMS
....
1.5 “PROJECT”  means the construction, operation and management of a double-track
railway system from Manila to Clark with an extension to Subic Bay, and a possible
extension to San Fernando, La Union, as the second phase, and finally to Laoag, Ilocos
Norte and to San Jose, Nueva Ecija, as the third phase of the PROJECT.
1.6 “North Luzon Railways Corporation (NORTHRAIL)[”] means the joint venture
corporation to be established in accordance with Article II hereof.
 
....
 
ARTICLE II 
THE NORTH LUZON RAILROAD CORPORATION
 
2.1  BASECON shall establish and incorporate in accordance with the laws of the
Republic of the Philippines a corporation to be known as  NORTH LUZON RAILWAYS
CORPORATION (NORTHRAIL)  with an initial capitalization of one hundred million
pesos (P100,000,000.00).
2.2  NORTHRAIL shall eventually have an authorized capital stock of FIVE BILLION
FIVE HUNDRED MILLION PESOS (P5.5 Billion) divided into 55,000,000 shares with par
value of P100 per share.
 
....
 
 
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ARTICLE III
PURPOSE OF NORTHRAIL
A. PRIMARY PURPOSE
 
3.1 To construct, operate and manage a railroad system to serve Northern and Central
Luzon; and to develop, construct, manage, own, lease, sublease and operate establishments
and facilities of all kinds related to the railroad system;
 
....
 
ARTICLE IV
PARTICIPATION/TRANSFER/ENCUMBRANCE
OF SHARES
 
4.1  NORTHRAIL shall increase its authorized capital stock upon the subscription
thereon by the parties to this JVA in accordance with the following equity
proportion/participation:
Foreign Group                          up to 20%
Euroma/Filipino partners                 50%
BASECON/PNR                                30%
....
4.4  The shares owned by Filipino stockholders including BASECON, PNR, EUROMA
Development Corporation and hereinafter to be owned by Filipino corporations shall not be
less than sixty percent (60%) at any given time.
 
....
 
ARTICLE XVI
ARBITRATION
 
16 If any dispute arise hereunder which cannot be settled by mutual accord between the
par-
 
 
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ties to such dispute, then that dispute shall be referred to arbitration. The arbitration
shall be held in whichever place the parties to the dispute decide and failing mutual
 agreement as to a location within twenty-one (21) days after the occurrence of the dispute,
shall be held in Metro Manila and shall be conducted in accordance with the Philippine
Arbitration Law (Republic Act No. 876) as supplemented by the Rules of Conciliation and
Arbitration of the International Chamber of Commerce. All award of such arbitration shall
be final and binding upon the parties to the dispute.
 
ARTICLE XVII
ASSIGNMENT
 
17.1  No party to this Agreement may assign, transfer or convey this Agreement, create
or incur any encumbrance of its rights or any part of its rights and obligations hereunder or
any shares of stocks of NORTHRAIL to any person, firm or corporation without the prior
written consent of the other parties or except as provided in the Articles of Incorporation
and By-Laws of NORTHRAIL and this Agreement.
17.2  This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assignees and designees or nominees
whenever possible.89
 
The Joint Venture Agreement was amended on February 8, 199690 to include D.M. Consunji,
Inc. and/or its nominee as

_______________

89  Id., at pp. 105-117.

90  Id., at p. 122.

 
 
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party.91  The participations of the parties in Northrail were also modified.92  Pertinent
provisions of the amended Joint Venture Agreement are reproduced as follows:
 
This Amendment to the Joint Venture Agreement dated 10th  of June 1995 (the
Agreement) made and executed at _____________, Metro Manila, on this 8thday of February
1996 by and among:
 
BASES CONVERSION DEVELOPMENT AUTHORITY
. . . hereinafter referred to as BASECON;
with 
PHILIPPINE NATIONAL RAILWAYS . . .
and
The following corporations collectively referred to as the FOREIGN GROUP:
 
CONSTRUCCIONES Y AUXILIAR DE FERROCARRILES, S.A. . . .;
ENTRECANALES Y TAVORA, S.A. . . .;
 CUBIERTAS Y MZOV, S.A. . . .;
COBRA INSTALACIONES Y SERVICIOS, S.A. . . .; and
Other investors who may later participate in the Joint Venture;
and
Other local investors to be represented by  EUROMA DEVELOPMENT
CORPORATION . . .
and 
D.M. CONSUNJI, INC. and/or its nominee . . .

_______________

91  Id., at pp. 122-125.

92  Id., at pp. 122-123.

 
 
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WITNESSETH THAT

WHEREAS, a Joint Venture Agreement (JVA) was executed on the 10th  of June 1995
between BASECON, PNR, FOREIGN GROUP, and EUROMA;

....

NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual
covenant contained therein,  THE PARTIES HEREBY AGREE  that the JVA should be
amended as follows:
1. In Article 1.3, D.M. CONSUNJI, INC. shall be included as strategic partner, being
one of the Philippine registered companies selected by BASECON, PNR and the Lead Group
on the basis of its qualifications for the implementation of the Project.
2. Article 4.1 should read as follows:
“NORTHRAIL shall increase its authorized capital stock upon the subscription thereon
by the Parties to this JVA in accordance with the following equity proportion/participation:
SRG.............................................. up to 10%
DMCI..................................................... 20%
BASECON/PNR............................up to 30%
Others.................................................... 40%
3. In Article 4.4, the Filipino corporations whose total shares in NORTHRAIL’s capital
stock, which should not be less than sixty percent (60%) at any given time, shall include
D.M. CONSUNJI, INC.93 (Underscoring supplied)

_______________

93  Id.
  
 
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On February 8, 1996, the same date of the execution of the amended Joint Venture Agreement,
the same parties executed a Memorandum of Agreement94  “to set up the mechanics for raising
the seed capitalization needed by NORTHRAIL[.]”95 Pertinent provisions of the Memorandum of
Agreement are reproduced as follows:
 
WITNESSETH THAT

WHEREAS, the Manila-Clark Rapid Railway System Project, hereinafter referred to as the
Project, was identified as one of the major infrastructure projects to accelerate the
development of Central Luzon, particularly the former U.S. bases at Clark and Subic;

....

WHEREAS, the North Luzon Railways Corporation (NORTHRAIL) was organized and
incorporated to implement the development, construction, operation and maintenance of the
railway system in Northern Luzon;

WHEREAS, NORTHRAIL is wholly owned and controlled by BASECON;

WHEREAS, the privatization of NORTHRAIL is necessary in order to accelerate the

implementation of the Project by tapping the financial resources and expertise of the private
sector;

. . . . 

WHEREAS, the Parties of the Joint Venture Agreement (JVA) of 10 June 1995, namely
BASECON, PNR, SPANISH RAILWAY GROUP and EUROMA, agreed to invite other
private investors to help in the financing and implementation of the Project, and to raise the
required equity in order to accelerate the privatization of NORTHRAIL;
 

_______________

94  Id., at pp. 126-132.

95  Id., at p. 128.

 
 
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WHEREAS,  DMCI and other private investors. . . have manifested their desire to be
strategic partners in implementing the Project;

WHEREAS, DMCI and other private investors have the financial capability to implement
the Project;

WHEREAS,  Phase I of the Project covers the Manila-Clark section of the North Luzon
railway network as defined by the JVA of 10 June 1995 . . .[;]

....
ARTICLE I
PURPOSE

1.1 Purpose.  This Agreement is entered into by the Parties in order to set up the
mechanics for raising the seed capitalization needed by NORTHRAIL to accelerate the
implementation of the Project.

....
ARTICLE II 
TERMS OF AGREEMENT

2.1  The Parties agree to put up the necessary seed capitalization needed by NORTHRAIL
to fast-track the implementation of the Rapid Rail Transit System Project according to the
following schedule:
BCDA/PNR...................................... Php300 Million
DMCI................................................ Php200 Million
SRG.................................................. Php100 Million
---------------------------
TOTAL............................................. Php600 Million

. . . . 

2.3  The amounts contributed by BCDA/PNR, DMCI, SRG, and others are committed to be
converted to equity when NORTHRAIL is privatized.96

_______________

96  Id., at pp. 127-129.

 
 
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There is no rule that a contract should be contained in a single document.97 A whole contract
may be contained in several documents that are consistent with one other.98
Moreover, at any time during the lifetime of an agreement, circumstances may arise that may
cause the parties to change or add to the terms they previously agreed upon. Thus, amendments
or supplements to the agreement may be executed by contracting parties to address the
circumstances or issues that arise while a contract subsists.
When an agreement is amended, some provisions are changed. Certain parts or provisions
may be added, removed, or corrected. These changes may cause effects that are inconsistent with
the wordings of the contract before the changes were applied. In that case, the old provisions
shall be deemed to have lost their force and effect, while the changes shall be deemed to have
taken effect. Provisions that are not affected by the changes usually remain effective.
When a contract is supplemented, new provisions that are not inconsistent with the old
provisions are added. The nature, scope, and terms and conditions are expanded. In that case, the
old and the new provisions form part of the contract.
A reading of all the documents of agreement shows that they were executed by the same
parties. Initially, the Joint Venture Agreement was executed only by BCDA, PNR, and the
foreign corporations. When the Joint Venture Agreement was amended to include D.M. Consunji,
Inc. and/or its nominee, D.M. Consunji, Inc. and/or its nominee were deemed to have been also
a party to the original Joint Venture Agreement executed by BCDA, PNR, and the foreign
corporations. D.M. Consunji, Inc. and/or its nominee became bound to the terms of both the Joint
Venture Agreement and its amendment.

_______________

97  See also BF Corporation v. Court of Appeals, 351 Phil. 507, 523; 288 SCRA 267, 282 (1998) [Per J. Romero, Third
Division].
98  Id.

 
 
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Moreover, each document was executed to achieve the single purpose of implementing the
railroad project, such that documents of agreement succeeding the original Joint Venture
Agreement merely amended or supplemented the provisions of the original Joint Venture
Agreement.
The first agreement — the Joint Venture Agreement — defined the project, its purposes, the
parties, the parties’ equity participation, and their responsibilities. The second agreement — the
amended Joint Venture Agreement — only changed the equity participation of the parties and
included D.M. Consunji, Inc. and/or its nominee as party to the railroad project. The third
agreement — the Memorandum of Agreement — raised the seed capitalization of Northrail from
P100 million as indicated in the first agreement to P600 million, in order to accelerate the
implementation of the same project defined in the first agreement.
The Memorandum of Agreement is an implementation of the Joint Venture Agreement and the
amended Joint Venture Agreement. It could not exist without referring to the provisions of the
original and amended Joint Venture Agreements. It assumes a prior knowledge of its terms.
Thus, it referred to “North Luzon railway network as defined by the JVA of 10 June 1995[.]”99
In other words, each document of agreement represents a step toward the implementation of
the project, such that the three agreements must be read together for a complete understanding
of the parties’ whole agreement. The Joint Venture Agreement, the amended Joint Venture
Agreement, and the Memorandum of Agreement should be treated as one contract because they
all form part of a whole agreement.
Hence, the arbitration clause in the Joint Venture Agreement should not be interpreted as
applicable only to the Joint Venture Agreement’s original parties. The succeeding agree-

_______________

99  Rollo (G.R. No. 173137), p. 128.

 
 
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ments are deemed part of or a continuation of the Joint Venture Agreement. The arbitration
clause should extend to all the agreements and its parties since it is still consistent with all the
terms and conditions of the amendments and supplements.
 
II
 
BCDA and Northrail argued that they did not consent to D.M. Consunji, Inc.’s assignment of
rights to DMCI-PDI. Therefore, DMCI-PDI did not validly become a party to any of the
agreement. Section 17.1 of the Joint Venture Agreement provides that rights under the
agreement may not be assigned, transferred, or conveyed without the consent of the other
party.100 Thus:
 
17.1  No party to this Agreement may assign, transfer or convey this Agreement, create
or incur any encumbrance of its rights or any part of its rights and obligations hereunder or
any shares of stocks of NORTHRAIL to any person, firm or corporation without the prior
written consent of the other parties or except as provided in the Articles of Incorporation
and By-Laws of NORTHRAIL and the Agreement.101
 
However, Section 17.2 of the Joint Venture Agreement provides that the agreement shall be
binding on nominees:
 
17.2  This Agreement shall inure to the benefit of and be binding upon the parties . . .
and their respective successors and permitted assignees  and designees  or
 nominees whenever applicable.102 (Emphasis supplied)

_______________

100  Rollo (G.R. No. 173170), p. 96.

101  Id.
102  Id.

 
 
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The principal parties to the agreement after its amendment include D.M. Consunji, Inc. and/or
its nominee:

AMENDMENT TO THE JOINT VENTURE AGREEMENT

This Amendment to the Joint Venture Agreement dated 10th of June 1995 (the Agreement)
made and executed at _____________, Metro Manila, on this 8thday of February 1996 by and
among:

BASES CONVERSION DEVELOPMENT AUTHORITY. . .

with

PHILIPPINE NATIONAL RAILWAYS . . .

and

. . . . 

D.M. CONSUNJI, INC. and/or its nominee,  a domestic corporation duly organized and
created pursuant to the laws of the Republic of the Philippines . . .103 (Emphasis supplied)
 
MEMORANDUM OF AGREEMENT

This Agreement made and executed at Pasig, Metro Manila, Philippines on this 8[th] day of
February 1996 by and among:

BASES CONVERSION DEVELOPMENT AUTHORITY . . .

 
with

PHILIPPINE NATIONAL RAILWAYS . . .

 
and

D.M. CONSUNJI, INC. and/or its nominee,  a domestic corporation duly organized and
 created pursuant to

_______________

103  Id., at pp. 101-102.

 
 
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the laws of the Republic of the Philippines . . .104 (Emphasis supplied)

 
Based on DMCI-PDFs letter to BCDA and Northrail dated April 4, 1997, D.M. Consunji, Inc.
designated DMCI-PDI as its nominee for the agreements it entered into in relation to the project:
 
[I]n order to formalize the inclusion of [DMCI Project Developers, Inc.] as a party to the
JVA and MOA, DMCI would like to notify all the parties that it is designating PDI as its
nominee in both agreements and such other agreements that may be signed by the parties in
furtherance of or in connection with the PROJECT.  By this nomination, all the rights,
obligations, warranties and commitments of DMCI under the JVA and MOA shall
henceforth be assumed performed and delivered by PDI.105 (Emphasis supplied)

Thus, lack of consent to the assignment is irrelevant because there was no assignment or
transfer of rights to DMCI-PDI. DMCI-PDI was D.M. Consunji, Inc.’s nominee.
Section 17.2 of the Joint Venture Agreement clearly shows an intent to treat assignment and
nomination differently.
 
17.2  This Agreement shall inure to the benefit of and be binding upon the parties . . .
and their respective successors and permitted  assignees and designees or
nominees whenever applicable.106 (Emphasis supplied)

Assignment involves the transfer of rights after the perfection of a contract. Nomination
pertains to the act of naming the party with whom it has a relationship of trust or agency.

_______________

104  Id., at p. 105.
105  Rollo (G.R. No. 173137), pp. 137 and 139.
106  Rollo (G.R. No. 173170), p. 96.

 
 
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In Philippine Coconut Producers Federation, Inc. (COCOFED) v. Republic,107 this court defined
“nominee” as follows:
 
In its most common signification, the term “nominee’’ refers to one who is designated to
act for another usually in a limited way; a person in whose name a stock or bond certificate
is registered but who is not the actual owner thereof is considered a nominee. Corpus Juris
Secundum describes a nominee as one:
“. . . designated to act for another as his representative in a rather limited sense. It
has no connotation, however, other than that of acting for another, in representation of
another or as the grantee of another. In its commonly accepted meaning the term
connoted the delegation of authority to the nominee in a representative or nominal
capacity only, and does not connote the transfer or assignment to the nominee of any
property in, or ownership of, the rights of the person nominating him.”108  (Citations
omitted)

Contrary to BCDA and Northrail’s position, therefore, the agreement’s prohibition against
transfers, conveyance, and assignment of rights without the consent of the other party does not
apply to nomination.
DMCI-PDI is a party to all the agreements, including the arbitration agreement. It may, thus,
invoke the arbitration clause against all the parties.
 
III
 
Northrail, although not a signatory to the contracts, is also bound by the arbitration
agreement.

_______________

107  G.R. Nos. 177857-58, January 24, 2012, 663 SCRA 514 [Per J.Velasco, Jr., En Banc].
108  Id., at pp. 580-581.

 
 
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 In Lanuza v. BF Corporation,109 we recognized that there are instances when non-signatories

to a contract may be compelled to submit to arbitration.110 Among those instances is when a non-
signatory is allowed to invoke rights or obligations based on the contract.111
The subject of BCDA and D.M. Consunji, Inc.’s agreement was the construction and operation
of a railroad system. Northrail was established pursuant to this agreement and its terms, and for
the same purpose, thus:
  
ARTICLE III
PURPOSE OF NORTHRAIL

A. PRIMARY PURPOSE

3.1.  To construct, operate and manage a railroad system to serve Northern and Central
Luzon; and to develop, construct, manage, own, lease, sublease and operate establishments
and facilities of all kinds related to the railroad system[.]112
 
Northrail’s capitalization and the composition of its subscribers are also subject to the
provisions of the original and amended Joint Venture Agreements, and the subsequent
Memorandum of Agreement. It was pursuant to the terms of these agreements that Northrail
demanded from D.M. Consunji, Inc. the infusion of its share in subscription.
Therefore, Northrail cannot deny understanding that its existence, purpose, rights, and
obligations are tied to the agreements. When Northrail demanded for the amount of D.M.
Consunji, Inc.’s subscription based on the agreements

_______________

109  Supra note 75.
110  Id., at p. 302.
111  Id.
112  Rollo (G.R. No. 173170), p. 87.

 
 
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and later accepted the latter’s funds, it proved that it was bound by the agreements’ terms. It
is also deemed to have accepted the term that such funds shall be used for its privatization. It
cannot choose to demand the enforcement of some of its provisions if it is in its favor, and then
later by whim, deny being bound by its terms.
Hence, when BCDA and Northrail decided not to proceed with Northrail’s privatization and
the transfer of subscriptions to D.M. Consunji, Inc., any obligation to return its supposed
subscription attached not only to BCDA as party to the agreement but primarily to Northrail as
beneficiary that impliedly accepted the terms of the agreement and received D.M. Consunji, Inc.’s
funds.
There is, therefore, merit to DMCI-PDI’s argument that if the Civil Code113 gives third party
beneficiaries to a contract the right to demand the contract’s fulfillment in its favor, the reverse
should also be true.114 A beneficiary who communicated his or her acceptance to the terms of the
agreement before its revocation may be compelled to abide by the terms of an agreement,
including the arbitration clause. In this case, Northrail is deemed to have communicated its
acceptance of the terms of the agreements when it accepted D.M. Consunji, Inc.’s funds.

_______________
 113  Civil Code, Art. 1311 provides:
ART. 1311. Contracts take effect only between the parties, their assigns and heirs, except in case where the rights
and obligations arising from the contract are not transmissible by their nature, or by stipulation or by provision of law.
The heir is not liable beyond the value of the property he received from the decedent.
If a contract should contain some stipulation in favor of a third person, he may demand its fulfillment provided he
communicated his acceptance to the obligor before its revocation. A mere incidental benefit or interest of a person is not
sufficient. The contracting parties must have clearly and deliberately conferred a favor upon a third person.
114  Rollo (G.R. No. 173170), pp. 571-574.

 
 
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Finally, judicial efficiency and economy require a policy to avoid multiplicity of suits. As we
said in Lanuza:
 
Moreover, in  Heirs of Augusto Salas, Jr.,  this court affirmed its policy against
multiplicity of suits and unnecessary delay. This court said that “to split the proceeding into
arbitration for some parties and trial for other parties would result in multiplicity of suits,
duplicitous procedure and unnecessary delay.” This court also intimated that the interest of
justice would be best observed if it adjudicated rights in a single proceeding. While the facts
of that case prompted this court to direct the trial court to proceed to determine the issues of
that case, it did not prohibit courts from allowing the case to proceed to arbitration, when
circumstances warrant.115
 
WHEREFORE,  the petitions are  DENIED. The February 9, 2006 Regional Trial Court
Decision and the June 9, 2006 Regional Trial Court Order are AFFIRMED.
SO ORDERED.

Carpio (Chairperson), Brion, Del Castillo and Mendoza, JJ., concur.

Petitions denied, judgment and order affirmed.

Notes.—Except where a compulsory arbitration is provided by statute, the first step toward
the settlement of a difference by arbitration is the entry by the parties into a valid agreement to
arbitrate. (Ormoc Sugarcane Planters’ Association, Inc. [OSPA] vs. Court of Appeals,  596 SCRA
630 [2009])

_______________

115  Supra note 75 at p. 303, citing Heirs of Augusto Salas, Jr. v. Laperal Realty Corporation, 378 Phil. 369, 376; 320
SCRA 610, 616 (1999) [Per J. De Leon, Jr., Second Division].

 
 
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The rule allowing consolidation is designed to avoid multiplicity of suits, to guard against
oppression or abuse, to prevent delays, to clear congested dockets, and to simplify the work of the
trial court. (Domdom vs. Third and Fifth Divisions of the Sandiganbayan, 613 SCRA 528 [2010])
 
 
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