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MAKATI DEV. CORP vs. EMPIRE INSURANCE Andal to pay the Empire Insurance Co.

Andal to pay the Empire Insurance Co. whatever amount it maybe ordered
to pay the Makati Development Corporation, plus interest at 12%, from the
FACTS: Makati Development Corp. sold to Rodolfo Andal a lot in Urdanet
date of the filing of the complaint until said amount was fully reimbursed,
Village, Makati, Rizal, for P55,615.
and attorney's fees.
A so-called "special condition" contained in the deed of sale
provides that: Andal filed an answer and admitted the execution of the bond but
alleged that the "special condition" in the deed of sale was contrary to law,
"[T]he VENDEE/S shall commence the construction and complete morals and public policy. He averred that, at any rate, Juan Carlos had
at least 50% of his/her/their/its residence on the property within started construction of a house on the lot.
two (2) years from March 31, 1959 to the satisfaction of the
VENDOR and, in the event of his/her/their/its failure to do so, the CFI rendered in favor of Makati Dev. ordering the Empire Insurance
bond which the VENDEE/S has delivered to the VENDOR in the to pay the amount of P1,500 with interest rate of 12% from the time of the
sum of P11,123.00 and evidenced by a cash bond receipt dated filing of the complaint until the amount was fully paid. The court directed
April 10, 1959 will be forfeited in favor of the VENDOR by the mere that in case the amount was paid by Empire, Andal should in turn pay the
fact of failure of the VENDEE/S to comply with this special former the sum of P1,500 with interest at 12%. Makati Dev appealed to SC.
condition."
ISSUE: W/N court erred in mitigating the obligor’s liability considering
To insure faithful compliance with this "condition," Andal gave a obligor failed to commit obligation within stipulated time.
surety bond on April 10, 1959 wherein he, as principal, and the Empire
Insurance Company, as surety, jointly and severally, undertook to pay the HELD: SC affirmed the decision of the lower court. While no building has
Makati Development Corporation the sum of P12,000 in case Andal failed to actually been constructed before the target date which is March 31, 1961,
comply with his obligation under the deed of sale. it is also a fact that even before that date the entire area was already fenced
with a stone wall and building materials were also stocked in the premises
Andal did not build his house; instead he sold the lot to Juan Carlo. which are clear indicia of the owner's desire to construct his house with the
As neither Andal nor Juan Carlos built a house on the lot within the least possible delay. As a matter of fact the incontrovertible testimony of
stipulated period, the Makati Development Corporation, three days after Juan Carlos is to the effect that by the end of April 1961, he had finished
the lapse of the two-year period, sent a notice of claim to the Empire very much more than the required 50% stipulated in the contract of sale. In
Insurance Co. advising it of Andal's failure to comply with his undertaking. short there was only really a little delay
Demand for the payment was refused.
Here the trial court found that Juan Carlos had finished more than
Thereafter, the Makati Development Corporation filed a complaint 50 per cent of his house by April, 1961, or barely a month after the
in the CFI of Rizal against the Empire Insurance Co. to recover on the bond expiration on March 31, 1961 of the stipulated period. There was therefore
in the full amount, plus attorney's fees. In due time, the Empire Insurance a partial performance of the obligation within the meaning and intendment
Co. filed its answer with a third-party complaint against Andal. It asked that of article 1229.
the complaint be dismissed or, in the event of a judgment in favor of the
Makati Development Corporation, that judgment be rendered ordering
TAN vs. CA payment and to issue twelve (12) checks every beginning of the year to
cover installment payments for one year, and every year thereafter until the
FACTS: Antonio Tan obtained two (2) loans each in the principal amount of
balance is fully paid. However, respondent CCP did not agree to the
Two Million Pesos, or in the total principal amount of Four Million Pesos
petitioners proposals and so the trial of the case ensued.
from respondent CCP evidenced by two (2) promissory notes with maturity
dates on May 14, 1979 and July 6, 1979, respectively. Trial court rendered a decision in favor of CCP. Petitioner appealed
to CA and asked for the reduction of the penalties and charges on his loans.
Petitioner defaulted but after a few partial payments he had the
CA affirmed the decision of the lower court. CA held that claim for
loans restructured by respondent CCP, and petitioner accordingly executed
modification on the basis of alleged partial or irregular performance, there
a promissory note on August 31, 1979 in the amount of P3,411,421.32
being none. Appellants offer or tender of payment cannot be deemed as a
payable in five (5) installments. P3,411,421.32, the last installment falling
partial or irregular performance of the contract, not a single centavo
due on December 31, 1980.
appears to have been paid by the defendant.
In a letter dated January 26, 1982, petitioner requested and
ISSUE: W/N Tan can file reduction of penalty due to partial payments made
proposed to respondent CCP a mode of paying the restructured loan, i.e.,
(a) twenty percent (20%) of the principal amount of the loan upon the HELD: SC held that there can be reduction of penalty charge but not 10% of
respondent giving its conformity to his proposal; and (b) the balance on the the unpaid balance of the loan as suggested by petitioner. Inasmuch as
principal obligation payable in thirty-six (36) equal monthly installments petitioner has made partial payments which showed his good faith, a
until fully paid. reduction of the penalty charge from two percent (2%) per month on the
total amount due, compounded monthly, until paid can indeed be justified
On October 20, 1983, petitioner again sent a letter to respondent
under the said provision of Article 1229 of the New Civil Code.
CCP requesting for a moratorium on his loan obligation until the following
year allegedly due to a substantial deduction in the volume of his business Considering petitioners several partial payments and the fact he is
and on account of the peso devaluation. No favorable response was made liable under the note for the two percent (2%) penalty charge per month on
to said letters. the total amount due, compounded monthly, for twenty-one (21) years
since his default in 1980, we find it fair and equitable to reduce the penalty
Instead, respondent CCP, wrote a letter to the petitioner
charge to a straight twelve percent (12%) per annum on the total amount
demanding full payment, within ten (10) days from receipt of said letter, of
due starting August 28, 1986, the date of the last Statement of Account
the petitioners restructured loan which as of April 30, 1984 amounted to
P6,088,735.03. Respondent CCP filed in the RTC of Manila a complaint for
collection of a sum of money.
SC affirmed CA’s decision with Modification in that the penalty
The petitioner interposed the defense that he merely charge of two percent (2%) per month on the total amount due,
accommodated a friend, who allegedly asked for his help to obtain a loan compounded monthly, is hereby reduced to a straight twelve percent
from respondent CCP. Petitioner claimed that he has not been able to locate (12%) per annum starting from August 28, 1986.
his friend. The petitioner filed a Manifestation wherein he proposed to
settle his indebtedness to respondent CCP by proposing to make a down
COUNTRY BANKERS vs CA of the Id movie houses and preventing the lessee's employees from entering
the same.
FACTS: Respondent Oscar Ventanilla Enterprises Corporation (OVEC), as
lessor, and the petitioner Enrique F. Sy, as lessee, entered into a lease Sy, filed the present action for reformation of the lease agreement,
agreement over the Avenue, Broadway and Capitol Theaters and the land damages and injunction late in the afternoon of the same day. And by virtue
on which they are situated in Cabanatuan City. The term of the lease was for of a restraining order followed by an order directing the issuance of a writ
six (6) years commencing from June 13, 1977 and ending June 12,1983. of preliminary injunction issued in said case, Sy regained possession and
operation of the Avenue, Broadway and Capital theaters.
After more than two (2) years of operation, the lessor OVEC made
demands for the repossession of the said leased properties in view of the The trial court rendered a decision that Sy is not entitled to the
unpaid monthly rentals and non-payment of amusement taxes. reformation of the lease agreement, that the repossession of the leased
premises by OVEC after the cancellation and termination of the lease was in
On August 8,1979, OVEC and Sy had a conference and by reason of
accordance with the stipulation of the parties in the said agreement and the
Sy's request for reconsideration of OVECs demand for repossession of the
law applicable thereto and that the consequent forfeiture of Sy's cash
three (3) theaters, the former was allowed to continue operating the leased
deposit in favor of OVEC was clearly agreed upon by them in the lease
premises upon his conformity to certain conditions imposed by the latter in
agreement.
a supplemental agreement dated August 13, 1979.
Sy and CBISCO appealed the decision. CA affirmed the decision of
In pursuance of their latter agreement, Sy's arrears in rental was
the lower court.
reduced. However, the accrued amusement tax liability of the three (3)
theaters to the City Government of Cabanatuan City had accumulated to ISSUE: PRIVATE RESPONDENT SHOULD NOT BE ALLOWED TO UNJUSTLY
despite the fact that Sy had been deducting the amount from his monthly ENRICH OR BE BENEFITTED AT THE EXPENSE OF THE PETITIONERS.
rental with the obligation to remit the said deductions to the city
government. HELD: SC find no merit in petitioners' argument that the forfeiture clause
stipulated in the lease agreement would unjustly enrich the respondent
Hence, letters of demand dated January 7, 1980 and February 3,
OVEC at the expense of Sy and CBISCO. . A provision which calls for the
1980 were sent to Sy demanding payment of the arrears in rentals and
forfeiture of the remaining deposit still in the possession of the lessor,
amusement tax delinquency. The demand was with warning that OVEC will
without prejudice to any other obligation still owing, in the event of the
re-enter and repossess the Theaters on February 11, 1980 in pursuance of
termination or cancellation of the agreement by reason of the lessee's
the pertinent provisions of their lease contract of June 11, 1977 and their
violation of any of the terms and conditions of the agreement is a penal
supplemental letter-agreement of August 13, 1979.
clause that may be validly entered into.
But notwithstanding the said demands and warnings SY failed to
In the case at bar, inasmuch as the forfeiture clause provides that
pay the above-mentioned amounts in full Consequently, OVEC padlocked
the deposit shall be deemed forfeited, without prejudice to any other
the gates of the three theaters under lease and took possession thereof in
obligation still owing by the lessee to the lessor. SC affiremd the decision of
the morning of February 11, 1980 by posting its men around the premises
the lower court and CA.

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