July 29, 2019

G.R. No. 229339

GLOBE ASIATIQUE REALTY HOLDINGS CORPORATION, Petitioner

DECISION

REYES, J. JR., J.:

This is a Petition for Review on Certiorari under Rule 45 which seeks to reverse and set aside the
Decision   dated July 13, 2016, and the Resolution  dated January 5, 2017, of the Court of Appeals
1 2

(CA) in CA-G.R. SP No. 141501, which affirmed the Order  dated September 2, 2014, and the
3

Order  dated April 30, 2015, of the Regional Trial Court (RTC) of Pasig City, Branch 265, in Civil
4

Case No. 73588-PSG, which in tum denied herein petitioner Globe Asiatique Realty Holdings
Corporation's (Globe Asiatique) Motion for Summary Judgment  dated May 30, 2014.
5

The Facts

On May 19, 2006, Globe Asiatique and herein respondent Union Bank of the Philippines (Union
Bank) entered into a Memorandum of Agreement  (MOA) whereby the latter agreed to purchase,
6

from time to time, installment accounts receivables arising from the former' s sale of units in its real
estate projects and as evidenced by the Contracts to Sell executed by the former and its
homebuyers.

From October 30, 2006 to May 30, 2007,  Globe Asiatique, through its President Delfin S. Lee and/or
7

Vice-President Dexter L. Lee, executed 10 Deeds of Assignments  (DAs) and 11 copies of Special
8

Powers of Attorney (SPAs) in favor of Union Bank covering 10 condominium units located at GA
Tower 1, Condominium Project situated along EDSA, Mandaluyong City. A common provision of the
DAs provides that Globe Asiatique absolutely transferred, assigned, and conveyed to Union Bank,
its successors and assigns, all its rights, title, interests and participation "on that parcel of land, and
subsequent improvements thereon" located at the specific subject units of GA Tower 1.

On the other hand, the SP As granted Union Bank the authority to do the following acts, among
others, to wit: (1) to deliver and/or send a Notice of Cancellation to the Installment Purchaser and
cancel the defaulted Contract to Sell; (2) to execute, sign, and deliver in favor of the buyer, or the
buyer's rightful assignee, or in favor of Union Bank or its beneficiary or assignee, the necessary
Deed of Absolute Sale to cede, convey, and transfer, absolutely and irrevocably, the title to, and
rights and interests in, to the subject parcel of land, including any and all improvements thereon; and
(3) to restructure and/or convert to Real Estate Mortgage the assigned Contract to Sell in their
behalf.

On November 17, 2011, Globe Asiatique sent Union Bank a letter requesting the reformation of the
DAs and the SP As alleging that some of their provisions do not conform to their real agreement.
However, Globe Asiatique's request remained unheeded. Thus, on September 27, 2012, Globe
Asiatique filed a Complaint  for reformation of the DAs and SP As. Globe Asiatique claimed that the
9

parties only intended the sale or assignment of rights, title, and interests over the receivables, and
not the parcels of land themselves. It asserted that the DAs are the result of a mutual mistake.
Hence, it prayed that the DAs and SPAs be reformed for failing to express the parties' real intent and
agreement. Globe Asiatique also prayed that Union Bank be ordered to pay ₱300,000.00 as and by
way of attorney's fees, and expenses of litigation.

In its Answer  dated November 16, 2012, Union Bank admitted that it indeed entered into a MOA
10

wherein it agreed to purchase Globe Asiatique's accounts receivables; that the MOA shall be
implemented through Globe Asiatique's assignment, in favor of Union Bank, of its rights, title, and
interests over the receivables under a particular contract to sell; that one of the provisions of the
MOA is the execution by Globe Asiatique of an SP A in favor of Union Bank; that upon the execution
of the MOA, Globe Asiatique submits the requirements for the purchase of the receivables to Union
Bank; and that after the execution of the MOA, the parties commenced with the selling and
purchasing of the receivables.

However, Union Bank denied that the subject DAs failed to express the true intent or agreement
between the parties or that they were the result of mutual mistake. It also denied that the parties only
intended the sale or assignment of rights, titles and interests over the receivables. As an affirmative
defense, Union Bank alleged that when the parties executed the subject MOA, they also signed, as
annexes, forms for the DAs, SPAs, and the Notice of Assignment and Instruction to Pay (NAIP)
Union Bank which constitute as supplementary agreements to the MOA. It further averred that when
the parties, through their respective representatives, signed the MOA and the forms, they knew and
were fully aware of the contents of the forms attached to the MOA. Moreover, Union Bank claimed
that it is the NAIP, not the DAs, which served as the document for the assignment or purchase of the
receivables; and that the DAs are actually intended to constitute as security, and collateral for the
credit facility which it extended in favor of Globe Asiatique.

Union Bank prayed for the dismissal of the complaint. It also prayed that Globe Asiatique be ordered
to pay the cost of suit and at least ₱50,000.00 as attorney's fees.

On June 4, 2014, after the termination of the pre-trial of the case, Globe Asiatique filed a Motion for
Summary Judgment.  On June 20, 2014, Union Bank filed its Opposition. 
11 12

The Ruling of the RTC

In its Order dated September 2, 2014, the R TC denied Globe Asiatique's Motion for Summary
Judgment. In denying the motion, the trial court ratiocinated that Globe Asiatique failed to show that
there was indeed no genuine issue to be tried. On the contrary, the trial court observed that a
reading of the pleadings submitted by the parties would show that a trial is necessary to ascertain
which of the conflicting allegations of the parties is true. Globe Asiatique moved for reconsideration,
but the same was denied by the RTC in its Order dated April 30, 2015.

On July 31, 2015, Globe Asiatique filed a Petition for Certiorari  before the CA.
13

The Ruling of the CA

In its assailed July 13, 2016 Decision, the CA dismissed Globe Asiatique's petition, and
consequently affirmed the RTC's September 2, 2014 and April 30, 2015 Orders. The appellate court
concurred with the trial court's observation that a genuine issue exists in this case. It pointed out that
Union Bank's Answer contained specific denials and affirmative defenses, making the facts disputed.
Thus, the trial court did not commit grave abuse of discretion when it denied Globe Asiatique's
motion for summary judgment.
Globe Asiatique moved for reconsideration, but the same was denied by the CA in its Resolution
dated January 5, 2017.

Hence, this petition.

The Issue

WHETHER THE APPELLATE COURT ERRED WHEN IT RULED THAT THE TRIAL COURT DID
NOT COMMIT GRAVE ABUSE OF DISCRETION WHEN IT DENIED HEREIN PETITIONER'S
MOTION FOR SUMMARY JUDGMENT.

The Court's Ruling

A petition for review filed under Rule 45 of the Rules of Court which seeks the review of a decision
decided by the CA under Rule 65 of the same code, must be resolved in the same context that the
petition for certiorari it ruled upon was presented to it.   In other words, the issue to be resolved is
14

whether the CA correctly determined the presence or absence of grave abuse of discretion on the
part of the trial court.   As applied in this case, the Court will examine if the CA properly ruled that
15

the RTC's denial of Globe Asiatique's Motion for Summary Judgment was not attended by grave
abuse of discretion.

An act of a court or tribunal can only be considered as committed with grave abuse of discretion
when such act is done in a capricious or whimsical exercise of judgment as is equivalent to lack of
jurisdiction.  The abuse of discretion must be patent and gross as to amount to an evasion of
16

positive duty or a virtual refusal to perform a duty enjoined by law, or to act at all in contemplation of
law as where the power is exercised in an arbitrary and despotic manner by reason of passion and
hostility.   Accordingly, the petitioner in a Rule 65 petition must show that the act complained of
17

transcends mere judgmental error. This is important because the concept of grave abuse of
discretion properly pertains to a jurisdictional aberration.  18

Globe Asiatique insists that it is entitled to a summary judgment as a matter of law. It asserts that
Union Bank, in its Answer and during the Pre-Trial Conference, admitted all the material allegations
in the complaint for reformation. It avers that aside from the amount of damages it seeks, there is no
genuine issue as to any material fact. Thus, it essentially argues that the CA erred when it ruled that
the RTC Orders, which denied its Motion for Summary Judgment, are not attended by grave abuse
of discretion.

The Court is not persuaded.

A summary judgment is permitted only if there is no genuine issue as to any material fact and a
moving party is entitled to a judgment as a matter of law.   In relation to this, a "genuine issue"
19

means an issue of fact which calls for the presentation of evidence, as distinguished from an issue
which is fictitious or contrived, an issue that does not constitute a genuine issue for trial.   "The court
20

can determine this on the basis of the pleadings, admissions, documents, affidavits, and/or counter-
affidavits submitted by the parties to the court. Where the facts pleaded by the parties are disputed
or contested, proceedings for a summary judgment cannot take the place of a trial." 21

For summary judgment to proceed in lieu of a full-blown trial, the party who moves for summary
judgment has the burden of demonstrating clearly the absence of genuine issues of fact, or that the
issue posed is patently insubstantial as to constitute a genuine issue.  22
In this case, the Court concurs with the CA that there is nothing capricious or whimsical in the RTC's
September 2, 2014 and April 30, 2015 Orders which determined that summary judgment was not
proper under the circumstances of the case.

In denying the subject Motion for Summary Judgment, the RTC found that the pleadings submitted
by the parties clearly show conflicting allegations between them making the facts disputed.
Consequently, it ruled that Globe Asiatique failed to discharge its burden of showing that there was
no genuine issue to be tried.

These ruling and findings by the trial court could not be considered as tainted by grave abuse of
discretion as they are sufficiently and properly supported by legal and factual bases.

In this case, Globe Asiatique alleges that the subject instruments must be reformed because mutual
mistake by the parties prevented the meeting of their minds.  Verily, Globe Asiatique seeks
1âшphi1

reformation under Article 1361 of the Civil Code which provides that an instrument may be reformed
when mutual mistake of the parties caused the failure of the instrument to disclose their real
agreement.

However, Union Bank's Answer poses material allegations which clearly dispute those alleged by
Globe Asiatique in its Complaint, particularly with regard to the allegation of mutual misfake. While
Union Bank admits the execution of the MOA for the purchase of Globe Asiatique's receivables, and
that the MOA shall be implemented by the execution of deeds of assignments, it nevertheless
explicitly denies that mutual mistake attended the execution of the subject DAs and SP As, and that
the parties only intend the sale or assignment of rights, titles and interests over the receivables.
Union Bank counters that if there is mistake, it is only on the part of Globe Asiatique, but definitely
not mutual. It further avers that the subject DAs are executed by Globe Asiatique to secure a credit
facility. From the foregoing, it is clear that a factual dispute arises from the parties' opposing versions
of facts, which dispute may only be resolved with the parties presenting their respective evidence in
a full blown trial. Whether there is mutual mistake and whether the subject DAs are actually intended
as security, are genuine issues which could not be decided summarily.

Furthermore, it has been held that a trial should be conducted and the trial court should receive the
respective evidence of the parties when the complaint raises, among others, the issue that the
contract does not express the true intention or agreement of the parties.  The alleged failure to
23

express the true intention between the parties in the DAs and SP As is the very reason for Globe
Asiatique's complaint for reformation.

Due to the parties' conflicting factual positions, and considering that Globe Asiatique's main
allegation is the alleged failure of the DAs and SP As to express the true agreement with Union
Bank, it is clear that the trial court properly denied the move for a summary judgment. Indubitably, no
grave abuse of discretion could be attributed to the trial court in requiring a trial to determine whether
the prayed reformation of the subject instruments may be granted, and to ascertain the true intention
of the parties. As aptly observed by the appellate court:

In other words, whether there was mutual mistake on the part of Globe Asiatique and Union Bank is
an issue that calls for the presentation of evidence. Since the facts are in dispute, the RTC is not
allowed to decide the case summarily. The contrasting allegations engender a cloud of doubt as to
the certainty of the facts as alleged. In such a case, such doubt should be resolved against the grant
of a motion for summary judgment. Thus, it has been held that lower courts, when faced with a
motion for summary judgment, should resolve doubts in favor of the party against whom it is
directed, giving such party the benefit of all favorable inferences.
With the parties' conflicting postures on, among others, the issues of mistake, fault, and Union
Bank's liability and Globe Asiatique's corollary right for damages arising from the alleged wrongful
execution of special powers of attorney, deeds of absolute sale and consequent transfer of titles
over the real properties covered by the deeds of assignment, the only way to ascertain whose
position jibes with facts on the ground is obviously through the presentation of evidence by the
parties in a full blown trial on the merits. This is as it should be for any doubt as to the propriety of
the rendition of a summary judgment must be resolved against it. A cursory reading of the pleadings
submitted by the parties would show that a trial is necessary to ascertain which of the conflicting
allegations are true. And contrary to what herein petitioner wants to happen, it is not this Court's duty
to ascertain such facts at the first instance. With the tender of genuine issues before it, the RTC
acted properly, and within its sound discretion, in denying Globe Asiatique's motion for summary
judgment. 24

WHEREFORE, the Petition for Review on Certiorari is DENIED for lack of merit. The Decision dated
July 13, 2016 and the Resolution dated January 5, 2017 of the Court of Appeals in CA-G.R. SP No.
141501 are AFFIRMED.

SO ORDERED.