Title
Multinational Village Homeowners Association Inc. vs. Ara Security and Surveillance Agency
Case
G.R. No. 154852
Decision Date
Oct 21, 2004
Multinational terminated Ara's guard services contract citing unsatisfactory performance; SC ruled termination invalid, affirming breach due to lack of valid cause and inadmissible evidence.

Case Summary (G.R. No. 154852)

Case Summary

This case involves a Petition for Review filed by the petitioners challenging the decisions of the Court of Appeals pertaining to a contract for security services between the petitioners and the respondent. The contract was established on May 30, 1994, and was to take effect for a period of one year at a monthly fee of ₱107,500. Following allegations of unsatisfactory performance by the security personnel, the petitioners attempted to terminate the contract prematurely.

Factual Background

The petitioners initially engaged Ara Security to provide thirty guards. Subsequently, Danilo Cuneta sent a termination letter on August 29, 1994, citing unsatisfactory performance. The respondent objected, leading to legal proceedings where Ara sought a preliminary injunction against the termination and replacement of their guards. The trial court denied the request for a preliminary injunction but later ruled in favor of Ara, awarding substantial damages to the respondent, prompting the petitioners to appeal.

Ruling of the Court of Appeals

The Court of Appeals affirmed the lower court's ruling, indicating that the petitioners breached the contract by pre-terminating it. The appellate court clarified that the contract did not provide for a pre-termination option and ruled that the grounds for termination presented by the petitioners were not valid due to lack of credible evidence. Consequently, the appellate court modified the previous award by reducing actual damages and eliminating exemplary damages.

Issues Presented

The petitioners raised three main issues for consideration:

  1. Whether the court erred in interpreting the contract regarding the right to terminate based on performance.
  2. Whether the lower court correctly ruled that the termination was without legal cause.
  3. Whether the trial court was correct in determining that petitioners breached the contract.

Main Issue: Contract Interpretation

Central to this case is the interpretation of Paragraph 5 of the contract, which discusses billing and conditions for potentially extending the contract. The petitioners argued that unsatisfactory performance after three months constituted a resolutory condition allowing for termination. However, the Court found that the contract lacked any stipulation for pre-termination due to unsatisfactory performance, emphasizing that the clause was merely about contract extension.

Contractual Rights and Rescission

The ruling indicated that while parties may stipulate for unilateral rescission or resolutory conditions, the absence of such provisions in this contract did not afford the petitioners right to terminate unilaterally. The court also explained the implications of Article 1191 of the Civil Code, which allows for rescission of obligations in reciprocal contracts only if one party fails to comply. The court found that the petitioners were unable to substantiate their claims of breach by the respondent.

Evidence Admissibility

The petitioners present

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