Case Digest (G.R. No. 214087)
Facts:
The case revolves around the Heirs of Spouses Silvestre Manzano and Gertrudes D. Manzano, represented by Conrado D. Manzano, and Kinsonic Philippines, Inc. It involves a Contract to Sell over a parcel of land situated in Barangay Lias, Marilao, Bulacan, with an agreed total price of P23,026,900.00 and a contract price of P650.00 per square meter. As of January 27, 1995, Kinsonic Philippines, Inc. had paid P8,000,000.00 of the contract price, which was acknowledged by the petitioners, Conrado Manzano's actions as attorney-in-fact. The respondent also incurred additional expenses of P700,000.00 to convert the land from agricultural to industrial use. However, when Kinsonic attempted to tender additional payments of P5,000,000.00 and P10,000,000.00 on February 23 and March 16, 1995, respectively, the petitioners refused to accept these payments, claiming the time for payment had expired. This led the respondent to file a Complaint before the Regional Trial Court (RTC) of Malol
Case Digest (G.R. No. 214087)
Facts:
- Procedural Background
- The issue comes before the Court on a Petition for Review on Certiorari challenging:
- The Decision dated November 13, 2013, and
- The Resolution dated August 29, 2014, of the CA Fifth Division in CA-G.R. CV No. 93799.
- These orders affirmed, with modification, the RTC Judgment (April 15, 2009) that upheld the validity of the Contract to Sell.
- This is the second petition involving the same controversy by the Heirs of Spouses Silvestre Manzano and Gertrudes D. Manzano, represented by Conrado D. Manzano both as attorney‐in‐fact and in his personal capacity.
- Factual Background
- On July 19, 1993, a Contract to Sell was executed over a parcel of land in Barangay Lias, Marilao, Bulacan, with:
- An area of 35,426 square meters; and
- A total contract price of P23,026,900.00 (at P650.00 per sq. m.).
- Payment and Conversion Expenses:
- Respondent, Kinsonic Philippines, Inc., paid P8,000,000.00 by January 27, 1995.
- The respondent incurred an expense of P700,000.00 for converting the land from “agricultural” to “industrial.”
- Additional payments of P5,000,000.00 and P10,000,000.00 were made on February 23 and March 16, 1995, respectively, which petitioners later refused to accept based on a purported expiration of the payment period.
- Initiation of Legal Action
- Respondent filed a Complaint for specific performance and/or sum of money before RTC-Malolos City, including prayers for:
- Acceptance of the balance of the contract price;
- Execution and delivery of the deed of sale;
- Payment of actual damages of P8,700,000.00 with legal interest;
- Payment of exemplary damages (P500,000.00), attorney’s fees (P500,000.00), and other litigation expenses.
- Petitioners defended by asserting that the Contract to Sell had been rescinded and automatically cancelled pursuant to paragraph 5 of the contract due to respondent’s failure to complete the payment within the stipulated 60-day period from the approval of the land conversion.
- Pre-trial and Trial Court Proceedings
- Before trial proceedings, respondent sought a summary judgment on March 19, 2002, which the RTC denied along with a subsequent motion for reconsideration.
- Issuance of a Petition for Certiorari before the Court of Appeals:
- CA Fourth Division granted a summary judgment on March 21, 2003, annulling prior orders and ordering:
- Execution of a deed of sale upon full payment or, alternatively,
- Return of payments received (P8,000,000.00) plus reimbursement of the conversion cost (P700,000.00) with interest.
- The case was remanded for evidence regarding the claim for damages by the petitioner.
- Petitioners’ subsequent elevation to this Court via the first Petition for Review on Certiorari, which was denied in Resolutions dated July 28 and September 23, 2003.
- RTC’s Judgment on April 15, 2009 (post remand) ordered petitioners to pay respondent attorney’s fees (P200,000.00) and exemplary damages (P50,000.00).
- Appellate Issues Raised
- On appeal, petitioners asserted three principal issues:
- The RTC Judgment is a patent nullity for not joining the administrator of the estates/conjugal partnership of the Spouses Manzano as an indispensable party.
- The disposition of the conjugal property was void due to non-liquidation of the conjugal partnership in accordance with Article 130 of the Family Code.
- The trial court’s summary judgment should be set aside due to genuine issues of fact raised in petitioners’ Answer.
- The CA Fifth Division, in its Decision dated November 13, 2013, partly granted the appeal:
- It affirmed the RTC’s Judgment with the modification of deleting the award of exemplary damages.
- The Division rejected new issues raised for the first time on appeal that were not presented before the trial court.
- Arguments of the Parties
- Petitioners argued that:
- The non-joinder of an administrator rendered the proceedings and judgments null and void.
- Respondent was aware of the conjugal nature of the property and should have impleaded the administrator.
- New issues regarding the nullity of the Contract to Sell and the existence of genuine issues of fact should be tried on the merits.
- Respondent countered that:
- The administrator was a necessary, not an indispensable, party whose non-joinder did not vitiate the proceedings.
- Petitioners’ attempts to introduce new issues at the appellate stage violated the rule against raising new arguments not previously presented.
- Estoppel barred petitioners from now contesting earlier proceedings, citing precedents such as Del Rosario v. Bonga and Imani v. Metropolitan Bank & Trust Co.
Issues:
- Joinder of the Administrator
- Whether the administrator of the estates/conjugal partnership of the Spouses Manzano is an indispensable party to the proceedings.
- Whether his non-joinder renders all proceedings and judgments null and void.
- Timing of Raising Issues on Appeal
- Whether petitioners could raise, for the first time on appeal, the alleged nullity of the Contract to Sell due to non-joinder of the administrator.
- Whether new facts and theories introduced on appeal should be entertained given the principle of exhaustion of issues at the trial level.
- Application of Estoppel and Clean Hands
- Whether petitioners are estopped from challenging the proceedings based on their prior participation and acceptance of the Contract to Sell.
- Whether petitioners’ conduct violates the doctrine of clean hands, thus barring them from obtaining equitable relief.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)