G.R. No. 183374 - Marsman Drysdale Land, Inc. vs. Philippine Geoanalytics, Inc.

On February 12, 1997, Marsman Drysdale Land, Inc. and Gotesco Properties, Inc. entered into a JVA to develop an office building on land owned by Marsman Drysdale in Makati City.
The JVA provided for a 50:50 capital contribution: Marsman Drysdale to contribute the property appraised at ₱420,000,000; Gotesco to contribute ₱420,000,000 in cash, payable in tranches.

Section 4.1 required Marsman Drysdale to deliver the property in a buildable condition within 90 days.
Section 4.2.1–4.2.2 provided Gotesco’s cash contributions (₱50 million upon signing; ₱370 million upon progress billings).
Section 4.3 governed funding and financing, limiting Marsman Drysdale’s obligation to the land, requiring joint approval of additional funding, and providing indemnity for advances (Section 4.3.9).

On July 14, 1997, the joint venture engaged Philippine Geoanalytics, Inc. (PGI) for subsurface soil exploration, laboratory testing, and seismic study.
PGI drilled four of five boreholes, citing the partners’ failure to clear one site, but completed and billed for the seismic study.

PGI invoiced the joint venture ₱284,553.50 on November 24, 1997 and ₱250,800 on January 15, 1998.
Despite repeated demands, the joint venture did not pay; the project was eventually shelved due to economic conditions.

November 11, 1999: PGI filed a complaint for collection of sum of money and damages against both Marsman Drysdale and Gotesco in RTC Quezon City.
June 2, 2004: RTC rendered judgment ordering both defendants to pay PGI ₱535,353.50 with legal interest, ₱200,000 exemplary damages, ₱200,000 attorney’s fees; granted Marsman’s cross-claim ordering Gotesco to reimburse Marsman ₱535,353.50 and ₱100,000 attorney’s fees.
October 28, 2005: RTC denied Marsman’s partial reconsideration.
January 28, 2008: Court of Appeals partly affirmed, deleting exemplary damages and the ₱100,000 fee to Marsman; ordered Gotesco to reimburse Marsman 50% of sum due PGI.

Marsman (G.R. No. 183374) and Gotesco (G.R. No. 183376) separately petitioned for review; consolidated by SEC resolution on September 8, 2008.
Core dispute: whether PGI’s claim is enforceable against both partners or solely against Gotesco under the JVA.

Whether the liability to pay PGI is joint between Marsman Drysdale and Gotesco or solely Gotesco under the JVA.
Whether the exemplary damages and attorney’s fees awarded in favor of PGI and Marsman Drysdale respectively are proper.
Whether the JVA’s internal financing provisions can defeat PGI’s extraneous contract rights.
Proper apportionment of the unpaid obligation and interest between the joint venturers.