Case Digest (G.R. No. 172239)
Facts:
Conchita Tan, doing business under the name Marman Trading v. Planters Products, Inc., G.R. No. 172239, March 28, 2008, Supreme Court Third Division, Reyes, J., writing for the Court.
Petitioner Marman (lessee) and respondent PPI (lessor) entered into two ten‑year lease contracts (April 27, 1992 and June 10, 1992) for industrial tanks in Limay, Bataan. Both contracts contained an option to renew for an additional ten years "under such terms and conditions as may be agreed upon by the parties," provided the lessee gave 180 days' written notice prior to expiration.
Prior to the original leases' expiration, Marman gave notice (December 4, 2001) of its desire to renew and later submitted proposed renewal terms. PPI replied with a counteroffer that altered several commercial terms (shorter period, higher variable fee and escalation, higher minimum volume) and also required agreement on certain non‑commercial matters (repair of the middle dock, relocation of pipelines and tanks, and payment of past due accounts). After meetings and correspondence (including Marman's April 16, 2002 and November 8, 2002 letters), the parties agreed on some commercial terms but did not reach agreement on the non‑commercial items; Marman's November 8, 2002 letter expressly stated new leases would be executed "upon reaching mutual agreement on all the foregoing terms and conditions."
When the original leases expired and negotiations remained unresolved, Marman filed a complaint for specific performance in the Regional Trial Court (RTC), Makati (Feb. 28, 2003), asking, among other relief, that PPI be ordered to execute new ten‑year leases. PPI answered, raising affirmative defenses (including lack of jurisdiction and failure to state a cause of action) and counterclaimed for unpaid rent, repair costs, and damages. Marman moved for summary judgment; PPI moved for a preliminary hearing on its defenses (treated as motion to dismiss); both motions were heard and memoranda filed.
On June 11, 2004 the RTC granted Marman's motion for summary judgment, ordered that the leases were renewed for ten years and that PPI execute written renewal contracts (with rent to be computed by applying the agreed escalation), awarded exemplary damages and attorney's fees, and dismissed PPI's counterclaims. Marman's motion for partial reconsideration was denied and PPI appealed to the Court of Appeals (CA).
The CA, in a November 23, 2005 decision, affirmed the RTC in part but modified its relief: it reversed the RTC order compelling PPI to execute written contracts o...(Subscriber-Only)
Issues:
- Did the Court of Appeals err in not dismissing PPI's appeal for failure to include page references to the record in its appellant's brief (Section 13, Rule 44, 1997 Rules of Civil Procedure)?
- Did the Court of Appeals err in ruling that the parties had not perfected new lease contracts because they had not agreed on all material terms (i.e., could PPI be compelled to execute new ten‑year leases despite lack of...(Subscriber-Only)
Ruling:
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Ratio:
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Doctrine:
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