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PHILIPPINE REALTY HOLDINGS CORP v LEY CONSTRUCTION

13 June 2011 || Sereno, J.


FACTS
Ley Construction (LC) was the contractor for the construction of several buildings for P. Engineer
Dennis Abcede was the project construction manager of P, while Joselito Santos was its general
manager and VP for operations. Between April 1988 and October 1989, the two corporations entered
into four major construction projects, in four duly notarized construction agreements.
Project 1: Construction Agreement, 25 April 1988 Alexandra-Cluster C construction of two
units of seven-storey buildings with basement at a contract price 68M
Project 2: Construction Agreement, 25 July 1988 Alexandra-Cluster B eleven-storey twintower with a common basement at a contract price of 140M
Project 3: Construction Agreement, 23 November 1988 Alexandra-Cluster E eleven-storey
twin-tower building with common basement at a contract price of 140.5M
Tektite Building: Construction Agreement dated 10 October 1989 Tektite Towers Phase I
729M
Tektite Agreement signed by President of LC (Manuel Ley), by Mr. Campos for P, and witnessed by
Santos. Similar provisions in all agreements: no increase in price unless more work is added or unless
there is an official rise of minimum wage; LC shall be granted time extension of delay is due to P's
fault or due to force majeure.
Additional agreements subsequent to the above construction agreements:
Additional garage for Project 3 signed by Santos
Concreting of Tektite building signed by Santos and Abcede
Contract was paid on a monthly progress basis. It became evident that LC would not finish the project
on time. LC explained that the delay was due to the sudden, unexpected hike in the prices of cement
and other construction materials. Without a corresponding increase in the fixed prices found in the
agreements, it would be impossible to finish the construction of the Tektite Building. Even if LC
collected the entire balance from the contract, it would still be insufficient to purchase all the materials
needed. Both parties agreed that their foremost objective should be to ensure that the Tektite Building
project be completed. To achieve this, they entered into another agreement: Abcede asked LC to
advance the amount necessary to complete construction. LC acceded on the condition that it be
allowed to escalate the contract price. It wanted P to disregard on price incresae. P's board of
directors turned down the request but no one gave notice to LC. However, on 9 August 1991 Abcede
sent a formal letter to LC, asking for its conformity, to the effect that should it forward 36M for the
project, a contract price escalation for the same amount would be granted in its favor by P. Signed by
both Abcede, and LC, but not by P.
LC paid 38M (not 36M) directly to suppliers for the project. LC made monthly updates to P's VP
Santos, thru Abcede regarding amounts they were forwarding between April and December 1991. P
never replied.
1993 after Tektite building was done, LC demanded payment of the agreed escalation price of 36M. P
sent a letter recommending that the 36M be novated with the damages of 39M they were about to ask
from LC because of delay in construction. Later, P changed its mind and altogether denied any liability
for the escalation price and claimed that LC had incurred 111 days of delay and demanded that it pay
39M as damages.
ISSUES

WON there was a valid agreement for the increase of price to 36M YES
RULING
P claims: since board of directors never acceded to the proposed escalation agreement, the provision
in the main agreement prohibiting any increase in the contract price stands.
LC claims: the fact that any increase in the contract price is prohibited under the Tektite Building
agreement does not invalidate the parties subsequent decision to supersede or disregard this
prohibition. All the documentary and testimonial evidence established the existence of a 36M
escalation agreement.
It is apparent from its face that the letter-agreement for 36M escalation was not signed by P. This fact
allegedly proves, according to PRHC, that it never expressed its consent to the letter and, hence,
cannot and should not be bound by the contents thereof. It further claims that its internal rules require
the signatures of at least two of its officers to bind the corporation. But the signature of Abcede is
sufficient to bind P. As its construction manager, his very act of signing produced legal effect, even if
there was a blank space for a higher officer of P to indicate approval. At the very least, he indicated
authority to make such representation on behalf of PRHC. On direct examination, Abcede admitted
that, the function of a construction manager, is to represent P in running its affairs with regard to the
execution of the aforesaid projects.
Throughout the existence and execution of the construction agreements, it was the established
practice of LC, each time it had concerns to approach Abcede and Santos as representatives. As far
as LC was concerned, these two were the fully authorized representatives of P. Thus, when they
entered into the 36M agreement, PRHC effectively agreed thereto. In fact, correspondences to the
construction manager that were addressed to or that had to be noted by P were most of the time
coursed through and noted by Santos. Likewise, its correspondences to LC were signed by him alone.
Santos testified that, as VP and general manager of P, he was responsible for the implementation of
the policies of the board. Also, Abcede and Santos signed the additional agreements for garage and
concretizing, and these were not questioned by P.
Also, P does not question the validity of its letter to LC seeking novation, which was signed by Santos
under the words Approved: Phil. Realty & Holdings Corp. This letter was signed by Abcede, again as
the construction manager, while Santos signed above PHIL. REALTY & HOLDINGS CORP., which
was notably the unsigned part in the 1991 letter-agreement on the 36M escalation. This is additional
evidence that P had given Abcede and Santos the authority to act on its behalf in making such a
decision or entering into such agreements with LC.
We rule that Santos and Abcede held themselves out as possessing the authority to act, negotiate and
sign documents on behalf of PRHC; and that PRHC sanctioned these acts. It would be the height of
incongruity to now allow PRHC to deny the extent of the authority with which it had clothed both
individuals. We find that Abcedes role as construction manager, with regard to the construction
projects, was akin to that of a general manager with regard to the general operations of the
corporation he or she is representing.
Consequently, the escalation agreement entered into by LC and Abcede is a valid agreement that P is
obligated to comply with. This escalation agreement whether written or verbal has lifted, through
novation, the prohibition contained in the Tektite Building Agreement. However, the maximum amount
of P's liability to LC is 36M the amount agreed upon in the letter.