Case Digest (G.R. No. 205638)
Facts:
Dee Hwa Liong Foundation Medical Center and Anthony Dee v. Asiamed Supplies and Equipment Corporation, G.R. No. 205638, August 23, 2017, the Supreme Court Third Division, Leonen, J., writing for the Court.On August 2, 2002, petitioner Dee Hwa Liong Foundation Medical Center (DHLFMC) and respondent Asiamed Supplies and Equipment Corporation executed a Contract of Sale for a GammaMed Plus Brachytherapy machine and a Gammacell Elan 3000 blood irradiator for P31,000,000.00; the contract provided payment “no later than (2) two working days upon delivery” and contained a buyers’ guarantee clause. The machines were delivered on May 20 and July 17, 2003; Delivery Invoices signed by petitioner Anthony Dee and DHLFMC’s Vice President Alejandro Mateo stated an interest rate of 12% per annum on overdue accounts and a 25% attorney’s fee in case of suit.
On January 26, 2004, Asiamed sued DHLFMC and Anthony in the Regional Trial Court (Civil Case No. 04108948) for recovery of the unpaid balance, alleging DHLFMC paid only P5,300,000.00 in part-payments. The RTC issued a writ of preliminary attachment (Jan. 30, 2004) and seized the Brachytherapy unit and other equipment (Feb. 2, 2004). DHLFMC and Anthony countered that the sale was conditional on approval of a loan from Planters Development Bank, which was not obtained.
After trial the RTC found for Asiamed in a Decision dated June 18, 2008, holding petitioners jointly and severally liable for P25.7 million (balance), interest at 12% per annum from October 28, 2003, attorney’s fees, and costs; the dispositive ordered payment of P25.7 million, P2.5 million attorney’s fees, and costs. Petitioners appealed to the Court of Appeals. The Court of Appeals, in an August 30, 2012 Decision (Eighth Division), affirmed the RTC: it concluded the Contract of Sale did not make the Planters Bank loan a condition precedent and that petitioners were estopped from invoking DHLFMC’s separate juridical personality to shield Anthony because they had denied DHLFMC’s corporate status in their pleadings; it also granted respondent’s motion to procure appointment of an administrator for Anthony’s estate after his death. Petitioners filed a Rule 45 petition for review on certiorari with the Supreme Court assailing the CA Decision and its January 23, 2013 Resolution.
Before the Supreme Court petitioners argued (1) the Contract was rescinded due to nonapproval of the bank loan and the parties had mutually rescinded; (2) Anthony should not be held personally liable because of DHLFMC’s separate corporate personality; (3) the delivery invoices imposing 12% interest and 25% attorney’s fees were contracts of adhesion and unconscionable; and (4) the CA erred in ordering respondent to procure appointment of an administrator for Anthony’s estate. Respondent countered that the contract contained no ...(Pro-only)
Issues:
- Whether petitioners may obtain review of the Court of Appeals’ factual findings under a Rule 45 petition for review on certiorari.
- Whether the Contract of Sale was rescinded by reason of the alleged nonapproval of a loan from Planters Development Bank.
- Whether petitioner Anthony Dee was properly held jointly and severally liable with DHLFMC.
- Whether the 12% interest and 25% attorney’s fees stipulated in the delivery invoices are binding on the parties.
- Whether the Court of Appeals erred in granting respondent’s motion to procure the appointment of an administ...(Pro-only)
Ruling:
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Ratio:
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Doctrine:
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