Case Digest (G.R. No. 173783)
Case Digest (G.R. No. 173783)
Facts:
Riviera Golf Club, Inc. v. CCA Holdings, B.V., G.R. No. 173783, June 17, 2015, Supreme Court Second Division, Brion, J., writing for the Court. Petitioner Riviera Golf Club, Inc. (Riviera Golf), a domestic corporation, owned and operated a 36‑hole golf course in Silang, Cavite; respondent CCA Holdings, B.V. (CCA Holdings) is a foreign management company engaged to operate the Club under a Management Agreement (five‑year term) and a co‑terminous Royalty Agreement dated October 11, 1996. Under the agreements Riviera Golf was to pay monthly base and incentive management fees and various licensing/royalty fees to CCA Holdings.Riviera Golf defaulted on licensing fees and reimbursements in September 1997 and later on management and incentive fees in June 1999. Riviera Golf then sent a letter on October 29, 1999 purporting to pre‑terminate the Management Agreement; CCA Holdings protested and demanded payment. In April 2001 CCA Holdings filed Civil Case No. 01‑611 before the Regional Trial Court (RTC), Branch 146, Makati City, for sum of money with damages. While that case was pending the parties executed a Compromise Agreement, which the RTC approved by decision on April 25, 2002.
On November 22, 2002 CCA Holdings demanded US$390,768 representing projected net income for the unexpired two‑year term; when no payment followed CCA Holdings filed Civil Case No. 03‑399 in RTC, Branch 57, Makati City, alleging damages for the premature termination. Riviera Golf moved to dismiss Civil Case No. 03‑399 on res judicata and splitting‑of‑causes‑of‑action grounds. RTC, Branch 57 granted Riviera Golf’s motion and dismissed Civil Case No. 03‑399 (decision dated September 29, 2004).
CCA Holdings appealed to the Court of Appeals (CA). In a decision dated January 11, 2006 (CA‑G.R. CV No. 83824) the CA set aside the RTC dismissal and remanded the case for merits, finding no identity of causes of action and construing paragraph 4 of the Compromise Agreement (a “non‑waiver clause”) as reserving CCA Holdings’ right to seek damages for pre‑termination. The CA denied Riviera Golf’s motion for reconsideration in a resolution dated July 5, 2006. Riviera Golf filed a petition for review on certiorari under Rule 45 of the Rules of Court before the Supreme Court, which rendered the present decision on June 17, 2015.
Issues:
- Did CCA Holdings’ filing of Civil Case No. 03‑399 violate the prohibitions against res judicata and splitting a single cause of action?
- Was the Court of Appeals’ interpretation of paragraph 4 of the Compromise Agreement correct, and if so, may parties validly stipulate to an agreement that permits splitting of causes of action or contravenes res judicata?
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)