Case Digest (G.R. No. 212615) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
This case involves a legal dispute between ABS-CBN Broadcasting Corporation (ABS-CBN), the petitioner, and Republic Broadcasting System (RBS), Viva Productions, Inc. (VIVA), and Vicente del Rosario (respondents). In 1990, ABS-CBN and VIVA entered into a Film Exhibition Agreement granting ABS-CBN the exclusive right to show certain VIVA films. Under paragraph 1.4 of that agreement, ABS-CBN had a right of first refusal on the next 24 VIVA films for TV telecast, to be exercised within 15 days upon receipt of a written offer. In December 1991, VIVA, through Del Rosario, offered three packages of films totaling 36 titles, from which ABS-CBN's representative, Ms. Charo Santos-Concio, only accepted ten titles, effectively rejecting the offer. Subsequently, on February 27, 1992, VIVA offered a new package consisting of 52 original titles (including 14 films at the heart of this dispute) and 104 re-run films for P60 million, half in cash and half in television spot ads. On April 2, 1992, Case Digest (G.R. No. 212615) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Parties and Nature of Case
- ABS-CBN Broadcasting Corporation (ABS-CBN) filed a complaint for specific performance with a prayer for a writ of preliminary injunction against Republic Broadcasting System (RBS), Viva Productions, Inc. (VIVA), and Vicente del Rosario.
- The dispute concerned the exclusive right to exhibit certain VIVA films on television.
- Original Contracts and Rights
- In 1990, ABS-CBN and VIVA executed a Film Exhibition Agreement granting ABS-CBN exclusive TV exhibition rights to some VIVA films.
- Under paragraph 1.4 of that agreement, ABS-CBN had the right of first refusal over the next 24 VIVA films for TV telecast, exercisable upon actual written offer.
- Sequence of Events
- December 1991: VIVA, through Vicente del Rosario, offered ABS-CBN three film packages (total 36 titles) under the right of first refusal.
- ABS-CBN, through VP Charo Santos-Concio, rejected the offer except for 10 titles (listing specifically the film "Maging Sino Ka Man" among them).
- February 27, 1992: VIVA offered ABS-CBN a bigger package — 52 original titles plus 104 re-runs, total 156 titles, for P60 million.
- April 2, 1992: Meeting occurred between del Rosario and ABS-CBN general manager Eugenio Lopez III at Tamarind Grill. Lopez claimed an agreement for exclusive rights to 14 films for P36 million was made, reduced to writing on a napkin which was never produced in court.
- Del Rosario denied making such an agreement; stated the offer was still the 104-film package for P60 million.
- April 7, 1992: ABS-CBN submitted a draft contract counter-offering 53 films for P35 million, which VIVA's Board rejected, insisting on the original package and price.
- Subsequent Proceedings
- April 29, 1992: VIVA and RBS signed a letter granting the latter exclusive rights to air 104 VIVA films, including the 14 films subject of dispute.
- May 27, 1992: ABS-CBN filed a complaint for specific performance against RBS, VIVA, and del Rosario seeking to enjoin airing of the 14 disputed VIVA films.
- RTC issued a temporary restraining order and a writ of preliminary injunction against the airing.
- RBS posted counterbonds, leading to dissolution of injunction temporarily.
- ABS-CBN appealed to the Court of Appeals which affirmed the RTC's dismissal of ABS-CBN's complaint, holding no perfected contract existed between ABS-CBN and VIVA concerning the 14 films.
- Findings of RTC and Court of Appeals
- RTC found no meeting of minds between ABS-CBN and VIVA as VIVA's board rejected the proposed contract.
- ABS-CBN's right of first refusal had been exercised and lost when it rejected the first offer.
- Court of Appeals upheld the RTC decision and rejected ABS-CBN's claim of right of first refusal, noting the lack of definite terms and the expiration of the 15-day exercise period.
- Damages awarded to RBS for actual expenses incurred (advertisements, bond premiums), and moral and exemplary damages for reputational harm caused by ABS-CBN's suit.
- Attorney's fees also awarded to RBS for unnecessary litigation.
- Petition to the Supreme Court
- ABS-CBN moved to reverse the Court of Appeals decision, asserting:
- There was a perfected contract.
- The right of first refusal had not been fully exercised.
- The damages awarded were unfounded.
- The moral, exemplary damages and attorney's fees lacked basis.
- RBS and VIVA defended the Court of Appeals ruling and damages granted.
Issues:
- Whether there was a perfected contract between ABS-CBN and VIVA regarding the exclusive exhibition rights to the 14 VIVA films.
- Whether ABS-CBN still retained its right of first refusal under the 1990 Film Exhibition Agreement.
- Whether RBS is entitled to recover actual, moral, exemplary damages, and attorney's fees due to ABS-CBN's filing of the complaint.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)