Title
Borja Sr. vs. Sulyap Inc.
Case
G.R. No. 150718
Decision Date
Mar 26, 2003
Lessee Sulyap, Inc. sued lessor Borja for unpaid reimbursements; compromise agreement upheld despite Borja's fraud claims, penalty clause enforced.
A

Case Summary (G.R. No. 148627)

Background of the Case

The dispute arose from a lease agreement between Basilio Borja, Sr. as the lessor and Sulyap, Inc. as the lessee concerning the office building owned by Borja. After the lease expired, Sulyap demanded the return of advance rentals, dues, and deposits, which Borja refused. Consequently, Sulyap filed a complaint in the Regional Trial Court of Quezon City for the recovery of said amounts. The parties eventually reached a Compromise Agreement, which was submitted to and approved by the trial court.

Details of the Compromise Agreement

The compromise agreement, approved by the court on October 24, 1995, established that Sulyap would vacate the premises by November 7, 1995, and outlined financial terms including repayments for advance rental deposits and withholding taxes paid by Sulyap on behalf of Borja. It included stipulations for penalties in case of default, specifically a 2% monthly interest on overdue amounts and 25% attorney's fees.

Non-Compliance and Subsequent Motions

Borja failed to comply with the financial terms stipulated in the compromise agreement, leading Sulyap to file for the issuance of a writ of execution to recover the agreed amounts. The trial court granted this motion. Borja later filed motions to quash the writ, arguing that the penalty clauses were added fraudulently to the agreement.

Claims of Fraud

Borja asserted that his former counsel, Atty. Leonardo Cruz, had submitted a version of the compromise agreement that included a penalty clause different from the one he had consented to, claiming his consent was obtained fraudulently. Conversely, Atty. Cruz testified that Borja was fully aware of and approved the inclusion of the penalty clause, highlighting that Borja had chosen the less burdensome penalty over another more severe option.

Judicial Findings and Rationale

The trial court denied Borja's motions, underscoring that he had an opportunity to question the terms of the compromise agreement which he failed to do until significantly after its approval. The court noted that Borja had acted inconsistently with a claim of consent vitiation by waiting over a year to assert that fraud had occurred. Furthermore, the testimony corroborated that Borja had knowledge of and consent to the penalty clause.

Estoppel and Ratification

The court concluded that Borja’s inaction over an extended period amounted to acceptance of the compromise term

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