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THIRD DIVISION
LEON:EN, J.:
Dan T. Lim alleged that when he delivered the raw materials, Arco
Pulp and Paper issued a post-dated check dated April 18, 20077 in the
amount of < 1,487,766.68 as partial payment, with the assurance that the
check would not bounce.8 When he deposited the check on April 18, 2007,
it was dishonored for being drawn against a closed account.9
On the same day, Arco Pulp and Paper and a certain Eric Sy executed
a memorandum of agreement10 where Arco Pulp and Paper bound
themselves to deliver their finished products to Megapack Container
Corporation, owned by Eric Sy, for his account. According to the
memorandum, the raw materials would be supplied by Dan T. Lim, through
his company, Quality Paper and Plastic Products. The memorandum of
agreement reads as follows:
Per meeting held at ARCO, April 18, 2007, it has been mutually
agreed between Mrs. Candida A. Santos and Mr. Eric Sy that
ARCO will deliver 600 tons Test Liner 150/175 GSM, full width
76 inches at the price of P18.50 per kg. to Megapack Container for
Mr. Eric Sy’s account. Schedule of deliveries are as follows:
1
Rollo, pp. 8–20.
2
Id. at 101–110.
3
Id. at 22–29.
4 Id. at 23, complaint.
5 Id.
6 Id. at 101–102, CA decision.
7 Id. at 38.
8 Id. at 23.
9 Id. at 38.
10 Id. at 39.
....
It has been agreed further that the Local OCC materials to be used
for the production of the above Test Liners will be supplied by
Quality Paper & Plastic Products Ent., total of 600 Metric Tons at
P6.50 per kg. (price subject to change per advance notice).
Quantity of Local OCC delivery will be based on the quantity of
Test Liner delivered to Megapack Container Corp. based on the
above production schedule.11
On May 5, 2007, Dan T. Lim sent a letter12 to Arco Pulp and Paper
demanding payment of the amount of < 7,220,968.31, but no payment was
made to him.13
11 Id.
12 Id. at 40.
13 Id. at 24.
14
Id. at 22–29.
15
Id. at 41–45.
16
Id. at 52, RTC decision.
17
Id. at 51–54.
18
Id. at 71–95.
19 Id. at 85.
20 Per Seventeenth Division, penned by J. Villon, and concurred in by J. Macalino and J. Inting.
21
Rollo, pp. 101–110.
amount of < 7,220,968.31 with interest at 12% per annum from the time of
demand; < 50,000.00 moral damages; < 50,000.00 exemplary damages; and
< 50,000.00 attorney’s fees.22
The appellate court ruled that the facts and circumstances in this case
clearly showed the existence of an alternative obligation.23 It also ruled that
Dan T. Lim was entitled to damages and attorney’s fees due to the bad faith
exhibited by Arco Pulp and Paper in not honoring its undertaking.24
Its motion for reconsideration25 having been denied,26 Arco Pulp and
Paper and its President and Chief Executive Officer, Candida A. Santos,
bring this petition for review on certiorari.
Respondent, on the other hand, argues that the Court of Appeals was
correct in ruling that there was no proper novation in this case. He argues
that the Court of Appeals was correct in ordering the payment of
< 7,220,968.31 with damages since the debt of petitioners remains unpaid.28
He also argues that the Court of Appeals was correct in holding petitioners
solidarily liable since petitioner Candida A. Santos was “the prime mover
for such outstanding corporate liability.”29
In their reply, petitioners reiterate that novation took place since there
was nothing in the memorandum of agreement showing that the obligation
was alternative. They also argue that when respondent allowed them to
deliver the finished products to Eric Sy, the original obligation was
novated.30
“In an alternative obligation, there is more than one object, and the
fulfillment of one is sufficient, determined by the choice of the debtor who
generally has the right of election.”32 The right of election is extinguished
when the party who may exercise that option categorically and
unequivocally makes his or her choice known.33 The choice of the debtor
must also be communicated to the creditor who must receive notice of it
since:
According to the factual findings of the trial court and the appellate
court, the original contract between the parties was for respondent to deliver
scrap papers worth < 7,220,968.31 to petitioner Arco Pulp and Paper. The
payment for this delivery became petitioner Arco Pulp and Paper’s
obligation. By agreement, petitioner Arco Pulp and Paper, as the debtor, had
the option to either (1) pay the price or (2) deliver the finished products of
equivalent value to respondent.35
The memorandum of
agreement did not constitute
a novation of the original
contract
34 Ong Guan Can v. Century Insurance Co., Ltd., 46 Phil. 592, 594 (1924) [Per J. Villamor, En Banc].
See also CIVIL CODE, art. 1201.
35 See rollo, p. 53, RTC decision, and rollo, p. 108, CA decision.
Article 1291. Obligations may be modified by:
38 Id. at 788–790, citing Idolor v. CA, 404 Phil. 220, 228 (2001) [Per J. Gonzaga-Reyes, Third Division];
Agro Conglomerates, Inc. v. CA, 401 Phil. 644, 655 (2000) [Per J. Quisumbing, Second Division];
De Cortes v. Venturanza, 170 Phil. 55, 68 (1977) [Per J. Makasiar, First Division]; PNB v. Mallari and
The First Nat'l. Surety & Assurance Co., Inc., 104 Phil. 437, 441 (1958) [Per J. Felix, En Banc];
A. M. TOLENTINO, CIVIL CODE OF THE PHILIPPINES, IV, 390 (1991); Garcia v. Khu Yek Chiong, 65
Phil. 466,
468 (1938) [Per C.J. Avanceña, En Banc]; Babst v. CA, 403 Phil. 244 (2001) [Per J. Ynares-Santiago,
First Division]; Spouses Bautista v. Pilar Development Corporation, 371 Phil. 533 (1999) [Per J.
Puno, First Division]; Security Bank and Trust Company, Inc. v. Cuenca, 396 Phil. 108, 122 (2000)
[Per J.
Panganiban, Third Division]; Reyes v. CA, 332 Phil. 40, 50 (1996) [Per J. Torres, Jr., Second
Division];
Molino v. Security Diners International Corporation, 415 Phil. 587 (2001) [Per J. Gonzaga-Reyes,
Third Division].
39 Reyes v. Court of Appeals, 332 Phil. 40, 56 (1996) [Per J. Torres, Jr., Second Division].
The consent of the creditor must also be secured for the novation to be
valid:
Per meeting held at ARCO, April 18, 2007, it has been mutually
agreed between Mrs. Candida A. Santos and Mr. Eric Sy.........41
Under Article 2220 of the Civil Code, moral damages may be awarded
in case of breach of contract where the breach is due to fraud or bad faith:
40 Land Bank of the Philippines v. Ong, G.R. No. 190755, November 24, 2010, 636 SCRA 266, 277 [Per
J. Velasco, Jr., First Division], citing Philippine Savings Bank v. Spouses Mañalac, 496 Phil. 671,
687– 688 (2005) [Per J. Ynares-Santiago, First Division].
41 Rollo, p. 39.
Art. 2220. Willfull injury to property may be a legal ground for
awarding moral damages if the court should find that, under the
circumstances, such damages are justly due. The same rule
applies to breaches of contract where the defendant acted
fraudulently or in bad faith. (Emphasis supplied)
Moral damages are not awarded as a matter of right but only after the
party claiming it proved that the breach was due to fraud or bad faith. As this
court stated:
As to the fourth requisite, Article 2219 of the Civil Code provides that
moral damages may be awarded in the following instances:
42 Philippine Savings Bank v. Spouses Castillo, G.R. No. 193178, May 30, 2011, 649 SCRA 527, 538 [Per
J. Nachura, Second Division], citing Philippine National Bank v. Rocamora, 616 Phil. 369, 385 (2009)
[Per J. Brion, Second Division]; Pilipinas Shell Petroleum Corporation v. John Bordman Ltd. of
Iloilo, Inc., 509 Phil. 728, 751 (2005) [Per J. Panganiban, Third Division].
43 Francisco v. Ferrer, Jr., 405 Phil. 741, 749–750 (2001) [Per J. Pardo, First Division].
and analogous
cases:
Article 19. Every person must, in the exercise of his rights and in
the performance of his duties, act with justice, give everyone his
due, and observe honesty and good faith.
Persons who have the right to enter into contractual relations must
exercise that right with honesty and good faith. Failure to do so results in an
abuse of that right, which may become the basis of an action for damages.
Article 19, however, cannot be its sole basis:
44 Concurring opinion of J. Leonen, Alano v. Logmao, G.R. No. 175540, April 7, 2014
< http://sc.judiciary.gov.ph/pdf/web/viewer.html?
file=/jurisprudence/2014/april2014/175540_leonen.pdf
> [Per J. Peralta, Third Division].
To be actionable, Article 20 requires a violation of law, while Article
21 only concerns with lawful acts that are contrary to morals, good customs,
and public policy:
Article 21, on the other hand, concerns injuries that may be caused
by acts which are not necessarily proscribed by law. This article requires
that the act be willful, that is, that there was an intention to do the act and
a desire to achieve the outcome. In cases under Article 21, the legal issues
revolve around whether such outcome should be considered a legal injury
on the part of the plaintiff or whether the commission of the act was done
in violation of the standards of care required in Article 19.45
When parties act in bad faith and do not faithfully comply with their
obligations under contract, they run the risk of violating Article 1159 of the
Civil Code:
45 Id.
46
G.R. No. 197842, October 9, 2013 <
http://sc.judiciary.gov.ph/pdf/web/viewer.html?
file=/jurisprudence/2013/october2013/197842.pdf> [Per J. Mendoza, Third Division].
Bad faith does not simply connote bad judgment or negligence.
It imports a dishonest purpose or some moral obliquity and conscious
doing of a wrong, a breach of known duty through some motive or
interest or ill will that partakes of the nature of fraud. It is, therefore,
a question of intention, which can be inferred from one’s conduct
and/or contemporaneous statements.47 (Emphasis supplied)
47 Id., citing Erlinda Francisco v. Ferrer, Jr., 405 Phil. 741, 745 (2001) [Per J. Pardo, First
Division]; Magat v. Court of Appeals, 392 Phil. 63, 76 (2000) [Per J. Pardo, First Division]; Far
East Bank & Trust Company v. Court of Appeals, 311 Phil. 783, 787 (1995) [Per J. Vitug, En
Banc]; Ace Haulers Corporation v. Court of Appeals, 393 Phil. 220, 230 (2000) [Per J. Pardo,
First Division]; Tan v. Northwest Airlines, Inc., 383 Phil. 1026, 1032 (2000) [Per J. Pardo, First
Division]; Ford Philippines, Inc. v. Court of Appeals, 335 Phil. 1, 9 (1997) [Per J. Francisco, Third
Division]; and Llorente, Jr. v. Sandiganbayan, 350 Phil. 820, 843 (1998) [Per J. Panganiban, First
Division].
48 Adriano v. Lasala, G.R. No. 197842, October 9, 2013 <
http://sc.judiciary.gov.ph/pdf/web/viewer.html?file=/jurisprudence/2013/october2013/197842.pdf>
[Per J. Mendoza, Third Division].
In Tankeh v. Development Bank of the Philippines,49 we stated that:
49
G.R. No. 171428, November 11, 2013 <
http://sc.judiciary.gov.ph/pdf/web/viewer.html?
file=/jurisprudence/2013/november2013/171428.pdf> [Per J. Leonen, Third Division].
50 Id.
51 Francisco v. Ferrer, Jr., 405 Phil. 741, 750 (2001) [Per J. Pardo, First Division], citing National
Steel Corporation v. Regional Trial Court of Lanao del Norte, Br. 2, Iligan City, 364 Phil. 240,
257–258
(1999) [Per J. Purisima, Third Division].
obligations were freely entered into by them. Exemplary damages may also
be awarded in this case to serve as a deterrent to those who use fraudulent
means to evade their liabilities.
....
52 G.R. No. 166282–83, February 13, 2013, 690 SCRA 519 [Per J. Mendoza, Third Division].
circumstances that would warrant the piercing of the veil of corporate
fiction is a question of fact which cannot be the subject of a petition for
review on certiorari under Rule 45, this Court can take cognizance of
factual issues if the findings of the lower court are not supported by the
evidence on record or are based on a misapprehension of facts.53
(Emphasis supplied)
53 Id. at 525–527, citing Garcia v. Social Security Commission Legal and Collection, 565 Phil. 193, 209–
210 (2007) [Per Chico-Nazario, Third Division]; Aratea v. Suico, 547 Phil. 407, 414 (2007) [Per
J. Garcia, First Division]; Prudential Bank v. Alviar, 502 Phil. 595 (2005) [Per J. Tinga, Second
Division]; Francisco v. Mallen, Jr., G.R. No. 173169, September 22, 2010, 631 SCRA 118, 123 [Per
J. Carpio, Second Division]; Sarona v. National Labor Relations Commission, G.R. No. 185280,
January 18, 2012, 663 SCRA 394, 415 [Per J. Reyes, Second Division].
54 Rollo, p. 38.
55
G.R. No. 177493, March 19, 2014 <
http://sc.judiciary.gov.ph/pdf/web/viewer.html?file=/jurisprudence/2014/march2014/177493.pdf>
[Per
J. Brion, Second Division].
56 Id., citing J. C. VITUG (Retired Supreme Court Associate Justice), COMMERCIAL LAW AND
JURISPRUDENCE, II, 9 (2006); Lim v. Court of Appeals, 380 Phil. 60, 76 (2000) [Per J. Buena, Second
Division]; Philippine National Bank v. Ritratto Group, Inc., 414 Phil. 494, 505 (2001) [Per J. Kapunan,
First Division]; National Federation of Labor Union (NAFLU) v. Ople, 227 Phil. 113 (1986) [Per J.
Gutierrez, Jr., Second Division]; Commissioner of Internal Revenue v. Norton & Harrison
Company, 120 Phil. 684 (1964) [Per J. Paredes, En Banc].
According to the Court of Appeals, petitioner Santos was solidarily
liable with petitioner Arco Pulp and Paper, stating that:
57 Rollo, p. 109.
58 G.R. No. 189871, August 13, 2013, 703 SCRA 439 [Per J. Peralta, En Banc].
59 Id.
60 G.R. No. 97412, July 12, 1994, 234 SCRA 78 [Per J. Vitug, En Banc]. The guidelines previously
stated that:
I. When an obligation, regardless of its source, i.e., law, contracts, quasi-contracts, delicts or
quasi-delicts is breached, the contravenor can be held liable for damages. The provisions under
Title XVIII on "Damages" of the Civil Code govern in determining the measure of recoverable
damages.
II. With regard particularly to an award of interest in the concept of actual and compensatory
damages, the rate of interest, as well as the accrual thereof, is imposed, as follows:
To recapitulate and for future guidance, the guidelines laid
down in the case of Eastern Shipping Lines are accordingly modified
to embody BSP-MB Circular No. 799, as follows:
1. When the obligation is breached, and it consists in the payment of a sum of money, i.e., a
loan or forbearance of money, the interest due should be that which may have been stipulated
in writing. Furthermore, the interest due shall itself earn legal interest from the time it is
judicially demanded. In the absence of stipulation, the rate of interest shall be 12% per annum
to be computed from default, i.e., from judicial or extrajudicial demand under and subject to
the provisions of Article 1169 of the Civil Code.
3. When the judgment of the court awarding a sum of money becomes final and executory,
the rate of legal interest, whether the case falls under paragraph 1 or paragraph 2, above,
shall be 12% per annum from such finality until its satisfaction, this interim period being
deemed to be by then an equivalent to a forbearance of credit.
Decision 19 G.R. No. 206806
deemed to have been reasonably ascertained). The actual base for the
computation of legal interest shall, in any case, be on the amount finally
adjudged.
Petitioners Arco Pulp & Paper Co., Inc. and Candida A. Santos are
hereby ordered solidarily to pay respondent Dan T. Lim the amount of
P7,220,968.31 with interest of 6o/o per annum at the time of demand until
finality of·judgment and its full satisfaction, with moral damages in the
amount of P50,000.00, exemplary damages in the amount of PSO,OOO.OO,
and attorney's fees in the amount ofP50,000.00.
SO ORDERED.
WE CONCUR:
Associat Justice
Acting
Chairperson
61
Nacar v. Gallery Frames, G.R. No. 189871, August 13, 2013, 703 SCRA 439, 457458 [Per J. Peralta,
En Bane).
Decision 20 G.R. No. 206806
JOSE CA ENDOZA
As: lltice
BIENVENIDO L. REYES
Associate Justice
ATTESTATION
I attest that the conclusions in the above Decision had been reached in
consultation before the case was assigned to the writer of the opinion of the
Court's Division.
Associ
Acting Chairperson, Third Division
CERTIFICATION
Pursuant to Section 13, Article VIII of the Constitution and the Division
Acting Chairperson'·s Attestation, I certifY that the conclusions in the above
Decision had been reached in consultation before the case was assigned to
the writer of the opinion of the Court's Division.