RULE 130 Sec 11-13

RULE 130
RULES OF ADMISSIBILITY
Section 11. Interpretation of a writing according to its legal meaning – The language of
a writing is to be interpreted according to the legal meaning it bears in the place of its
execution, unless the parties intended otherwise. (10)
NO CASES FOUND
Sec. 12. Instrument construed so as to give effect to all provisions. – In the construction
of an instrument, where there are several provisions or particulars, such a construction
is, if possible, to be adopted as will give effect to all. (11)
G.R. No. 154852, October 21, 2004

MULTINATIONAL VILLAGE HOMEOWNERS ASSOCIATION, INC. and DANILO F.
CUNETA,
vs.
ARA SECURITY & SURVEILLANCE AGENCY, INC., Represented by THERESA C.
MAMAED, President and General Manager,
Facts:
In the Complaint filed below, it is alleged that Ara Security and Surveillance, Inc. [(‘Ara’)] was
hired by Multinational Village Homeowners Association, Inc. [(‘Multinational’)] to provide
security services at the Multinational Village, Parañaque, Metro Manila. Their agreement was
embodied in a document, entitled Contract of Guards Services dated May 30, 1994. The
contract was to take effect for a period of one (1) year from May 25, 1994 up to May 25, 1995
on a monthly fee of One Hundred Seven Thousand Five Hundred (₱107,500.00) Pesos,
payable every 15th and end of the month without need of demand. Under the same contract,
Ara will provide Multinational with thirty (30) guards.
"Not long after, on August 29, 1994, Danilo F. Cuneta, President of Multinational, wrote Ara a
letter terminating the aforesaid contract effective 1900 hours of August 31, 1994, having
found the guards’ services to be unsatisfactory, for repeated violations of the Security Guards
Code of Ethics and Conduct, and total disregard of the General Order causing loss of
confidence in the ability of the security guards to comply with the terms of the contract. Ara
replied requesting Multinational to reconsider its position, which fell on deaf ears. Thus, on
September 13, 1994, Ara commenced the present suit for injunction with preliminary
injunction, preliminary mandatory injunction and temporary restraining order with damages.
On September 15, 1994, a temporary restraining order was issued enjoining Multinational,
their agents and all persons acting in their behalf from enforcing the letter dated August 29,
1994 and [from] replacing the guards with another agency. The injunctive relief was then set
for hearing.
"Summons having been served properly, Multinational submitted an Answer together with an
opposition to the injunction claiming that it has the right to pre-terminate the contract under
paragraph 5 thereof.
Issue:
Is the respondent correct in invoking paragraph 5 of the contract in rescinding their contract?
Ruling:
NO. Under paragraph 5, the clause "satisfactory performance" is expressly and clearly a
consideration for extending the life of the Contract. However, in the same paragraph, there is
no mention of the effect of unsatisfactory performance.
In the absence of any stipulation or provision of law on the matter, petitioners cannot be
deemed to have the contractual right to pre-terminate the Contract unilaterally as of August
31, 1994, on the ground of the allegedly unsatisfactory performance of the security guards.
Such interpretation is a direct contravention of paragraph 12, which clearly states that the
term of the Contract shall be one year:
"12. TERM OF CONTRACT:
"This Contract shall take effect on May 25, 1994 and shall be for a period of One (1)
Year from said date. Thereafter, it shall be deemed renewed for the same period
unless either party notifies the other in writing not later than one (1) month before
the expiry of its intent not to renew.
The last portion of paragraph 5 of the Contract of Guard Services between petitioners and
respondent provides:
"Billing shall be every fifteen (15) days. After three (3) months of satisfactory
performance, the parties may negotiate for the extension of this contract and other
matters that might be advantageous to both parties."11 (Italics supplied)
Petitioners contend that the court a quo did not comply with Section 11 of Rule 130 of the
Rules of Court, because it failed to give effect to paragraph 5. They further invoke Section
1219 of the same Rule, arguing that relative to the provision of the Contract on the duration of
its effectivity, which is one year, paragraph 5 is a particular provision. 20 They conclude that
since the two provisions are inconsistent, paragraph 5 -- being the particular provision --
should prevail.
Section 11 of Rule 130 of the Rules of Court states that "[i]n the construction of an instrument
where there are several provisions or particulars, such a construction is, if possible, to be
adopted as will give effect to all." Contrary to petitioners’ contention, paragraph 5 is not
inconsistent with paragraph 12. More important, the former does not in any way deal with the
termination of the Contract. Neither does it provide for a right to rescind.
At this point, we stress that the right to rescind is implied in reciprocal obligations, as provided
for in Article 1191 of the Civil Code, which states:
"ART. 1191. The power to rescind obligations is implied in reciprocal ones, in case one
of the obligors should not comply with what is incumbent upon him.
"x x x xxx x x x."
Therefore, absent any provision providing for a right to rescind, the parties may nevertheless
Sec. Interpretation
13. the
rescind according
contract should toobligor
the other intention;
fail togeneral
complyand
with particular provisions. – In the
its obligations.
construction of an instrument, the intention of the parties is to be pursued; and when a
general and a particular provision are inconsistent, the latter is paramount to the former.
So, a particular intent will control a general one that is inconsistent with it. (12)
NO CASES FOUND

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RULE 130

G.R. No. 154852, October 21, 2004

"12. TERM OF CONTRACT:

"x x x xxx x x x."

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