Facts:

The case revolves around a dispute between ASB Realty Corporation (petitioner) and Ortigas & Company Limited Partnership (respondent). On June 29, 1994, Ortigas entered into a Deed of Sale with Amethyst Pearl Corporation (Amethyst), selling a parcel of land measuring 1,012 square meters in Barrio Oranbo, Pasig City, for PhP 2,024,000. This Deed included multiple conditions stipulating the use of the property, the type of construction, a timeline for approval of construction plans, and completion deadlines. Subsequently, Amethyst transferred the property to ASB Realty on December 28, 1996, under a Deed of Assignment in Liquidation, which included the same encumbrances outlined in the original Deed of Sale. In 2000, Ortigas filed a complaint against ASB in the Regional Trial Court (RTC) for specific performance, claiming various breaches of the Deed by Amethyst, including the construction of unauthorized commercial buildings, violations of building setbacks, and a failure to f

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Facts:

Background of the Transaction

• On June 29, 1994, Ortigas & Company Limited Partnership (Ortigas) entered into a Deed of Sale with Amethyst Pearl Corporation (Amethyst) involving a 1,012‑square‑meter parcel of land in Barrio Oranbo, Pasig City.
• The property was originally registered under TCT No. 65118 of the Register of Deeds of Rizal, which was later cancelled and replaced by TCT No. PT-94175 in the name of Amethyst, with the deed’s restrictive covenants annotated.
• The Deed of Sale contained numerous covenants, conditions, and restrictions including requirements on building works, architecture, submission of plans, and completion of construction within prescribed periods.

Transfer and Assignment of the Property

• On December 28, 1996, Amethyst assigned the subject property to ASB Realty Corporation (the petitioner) through a Deed of Assignment in Liquidation, in exchange for shares of the petitioner’s outstanding capital stock.
• Following the assignment, the Register of Deeds cancelled TCT No. PT-94175 and issued TCT No. PT-105797 in the name of ASB Realty Corporation, retaining the annotations of the original covenants.
• The petitioner took possession of the property free from any liens or encumbrances other than those noted on the certificate of title.

Initiation of the Specific Performance Action

• On July 7, 2000, Ortigas filed a complaint for specific performance before the Regional Trial Court (RTC) in Pasig City, alleging that ASB (as assignee) failed to comply with the restrictions contained in the original Deed of Sale.
• The complaint highlighted violations such as the construction of commercial structures, non-compliance with setback and building design provisions, failure to submit final plans, and the placement of commercial advertisements—all contrary to the contractual restrictions.
• Ortigas sought, among other reliefs, reconveyance of the property or demolition of the offending structures, along with penalties and attorney’s fees.

Procedural History

• The RTC rendered its decision on December 14, 2009, dismissing Ortigas’ complaint on the ground that Ortigas had failed to enforce the restrictive covenants within a reasonable time, thus invoking laches.
• The Court of Appeals (CA) initially affirmed the RTC decision on September 6, 2011, reasoning that Ortigas had tolerated non‑compliance by other buyers and only later attempted to enforce the decree selectively against ASB.
• On January 9, 2012, following Ortigas’ motion for reconsideration, the CA reversed its earlier decision, ruling on two critical points:
• The timeliness of the petitioner’s Motion for Reconsideration was contested based on the date of receipt.
• The validity of Ortigas’ right to rescind the Deed of Sale was re‐examined, particularly in light of the property’s subsequent assignment to ASB.
• The petitioner assailed both the timeliness finding and the substantive ruling, filing a petition for review on certiorari to set aside the CA’s amended decision.

Submission of Evidence and Timeliness Issue

• The petitioner supported its position on the timeliness of its Motion for Reconsideration by submitting:
• An affidavit from Noel S.R. Rose, Senior Partner of Jose, Mendoza & Associates, attesting to the date when the amended decision was actually received.
• Certifications from the Mandaluyong City Post Office confirming that the decision was received on January 18, 2012, thereby extending the filing period.
• Ortigas’ reliance on the registry return, which indicated a receipt on January 12, 2012, was deemed insufficient in light of the evidence provided by the petitioner.

Issue:

Timeliness of the Motion for Reconsideration

• Whether the petitioner’s Motion for Reconsideration was filed within the required time, given the contested receipt date of the amended decision.

Enforcement of Restrictive Covenants and Right to Rescind

• Whether Ortigas validly rescinded the original Deed of Sale based on the non‑compliance of the covenants, particularly the stipulation on building construction.
• Whether the petitioner, having acquired the property by virtue of the assignment from Amethyst, is bound by the restrictions set forth in the original Deed of Sale.
• Whether the action for rescission should be directed at the original vendee (Amethyst) rather than the subsequent assignee (the petitioner).

Application of Estoppel and Assignment Effects

• Whether Ortigas is estopped from enforcing its restrictive covenants due to its inaction in uniformly demanding compliance from all buyers and its conduct prior to the petitioner’s acquisition.

Ruling:

• (Subscriber-Only)

Ratio:

• (Subscriber-Only)

Doctrine:

• (Subscriber-Only)