Professional Documents
Culture Documents
Paz V NIEU
Paz V NIEU
Assailed in this petition for review on certiorari 1 are the Decision 2 dated
January 31, 2012 and the Resolution 3 dated October 2, 2012 of the Court of
Appeals (CA) in CA-G.R. CV No. 00903-MIN, which armed the Decision 4 dated
May 19, 2006 of the Regional Trial Court of Davao City, Branch 33 (RTC) in Civil
Case No. 29,292-2002, declaring petitioner Captain Priscilo B. Paz (petitioner)
liable for breach of contract.
The Facts
On March 1, 2000, petitioner, as the ocer-in-charge of the Aircraft Hangar
at the Davao International Airport, Davao City, entered into a Memorandum of
Agreement 5 (MOA) with Captain Allan J. Clarke (Capt. Clarke), President of
International Environmental University, whereby for a period of four (4) years,
unless pre-terminated by both parties with six (6) months advance notice, the
former shall allow the latter to use the aircraft hangar space at the said Airport
"exclusively for company aircraft/helicopter." 6 Said hangar space was previously
leased to Liberty Aviation Corporation, which assigned the same to petitioner. 7
On August 19, 2000, petitioner complained in a letter 8 addressed to "MR.
ALLAN J. CLARKE, International Environmental Universality, Inc. . . ." that the
hangar space was being used "for trucks and equipment, vehicles maintenance
and fabrication," instead of for "company helicopter/aircraft" only, and thereby
threatened to cancel the MOA if the "welding, grinding, and fabrication jobs"
were not stopped immediately. 9
On January 16, 2001, petitioner sent another letter 10 to "MR. ALLAN J.
CLARKE, International Environmental Universality, Inc. . . .," reiterating that the
hangar space "must be for aircraft use only," and that he will terminate the MOA
due to the safety of the aircrafts parked nearby. He further offered a vacant space
along the airport road that was available and suitable for Capt. Clarke's
operations. 11
On July 19, 2002, petitioner sent a third letter, 12 this time, addressed to
"MR. ALLAN JOSEPH CLARKE, CEO, New International Environmental University,
Inc. . . .," demanding that the latter vacate the premises due to the damage
caused by an Isuzu van driven by its employee to the left wing of an aircraft
parked inside the hangar space, which Capt. Clarke had supposedly promised to
2000, which belied his claim of contracting with Capt. Clarke in the latter's
personal capacity. 39
Petitioner moved for the reconsideration 40 of the foregoing Decision,
raising as an additional issue the death 41 of Capt. Clarke which allegedly
warranted the dismissal of the case. 42 However, the motion was denied in a
Resolution 43 dated October 2, 2012 where the CA held that Capt. Clarke was
merely an agent of respondent, who is the real party in the case. Thus, Capt.
Clarke's death extinguished only the agency between him and respondent, not
the appeal against petitioner. 44
Undaunted, petitioner is now before the Court via the instant petition, 45
claiming that: (a) the CA erred in not settling his appeal for both the breach of
contract and indirect contempt cases in a single proceeding and, consequently,
the review of said cases before the Court should be consolidated, 46 and (b) the
CA should have dismissed the cases against him for (1) lack of jurisdiction of the
trial court in view of the failure to implead Capt. Clarke as an indispensable
party; 47 (2) lack of legal capacity and personality on the part of respondent; 48
and (3) lack of factual and legal bases for the assailed RTC Decision. 49
The Court's Ruling
The petition lacks merit.
First, on the matter of the consolidation 50 of the instant case with G.R. No.
202826 entitled "Priscilo B. Paz v. New International Environmental University ,"
the petition for review of the portion of the RTC Decision nding petitioner guilty
of indirect contempt, 51 the Court had earlier denied said motion in a Resolution
52 dated July 24, 2013 on the ground that G.R. No. 202826 had already been
denied 53 with nality. 54 Thus, any further elucidation on the issue would be a
mere superfluity.
Second, whether or not Capt. Clarke should have been impleaded as an
indispensable party was correctly resolved by the CA which held that the former
was merely an agent of respondent. 55 While Capt. Clarke's name and signature
appeared on the MOA, his participation was, nonetheless, limited to being a
representative of respondent. As a mere representative, Capt. Clarke acquired no
rights whatsoever, nor did he incur any liabilities, arising from the contract
between petitioner and respondent. Therefore, he was not an indispensable party
to the case at bar. 56
It should be emphasized, as it has been time and again, that this Court is
not a trier of facts, and is thus not duty-bound to analyze again and weigh the
evidence introduced in and considered by the tribunals. 57 When supported by
substantial evidence, the ndings of fact by the CA are conclusive and binding on
the parties and are not reviewable by this Court, unless the case falls under any
of the exceptions, 58 none of which was established herein.
The CA had correctly pointed out that, from the very language itself of the
MOA entered into by petitioner whereby he obligated himself to allow the use of
the hangar space "for company aircraft/helicopter," petitioner cannot deny that
he contracted with respondent. 59 Petitioner further acknowledged this fact in his
nal letter dated July 23, 2002, where he reiterated and strongly demanded the
former to immediately vacate the hangar space his "company is
occupying/utilizing." 60
Section 21 61 of the Corporation Code 62 explicitly provides that one who
assumes an obligation to an ostensible corporation, as such, cannot resist
performance thereof on the ground that there was in fact no corporation. Clearly,
petitioner is bound by his obligation under the MOA not only on estoppel but by
express provision of law. As aptly raised by respondent in its Comment 63 to the
instant petition, it is futile to insist that petitioner issued the receipts for rental
payments in respondent's name and not with Capt. Clarke's, whom petitioner
allegedly contracted in the latter's personal capacity, only because it was upon
the instruction of an employee. 64 Indeed, it is disputably presumed that a person
takes ordinary care of his concerns, 65 and that all private transactions have been
fair and regular. 66 Hence, it is assumed that petitioner, who is a pilot, knew
what he was doing with respect to his business with respondent.
Petitioner's pleadings, however, abound with clear indications of a business
relationship gone sour. In his third letter dated July 19, 2002, petitioner
lamented the fact that Capt. Clarke's alleged promise to buy an aircraft had not
materialized. 67 He likewise insinuated that Capt. Clarke's real motive in staying
in the leased premises was the acquisition of petitioner's right to possess and use
the hangar space. 68 Be that as it may, it is settled that courts have no power to
relieve parties from obligations they voluntarily assumed, simply because their
contracts turn out to be disastrous deals or unwise investments. 69
The lower courts, therefore, did not err in finding petitioner liable for breach
of contract for eectively evicting respondent from the leased premises even
before the expiration of the term of the lease. The Court reiterates with approval
the ratiocination of the RTC that, if it were true that respondent was violating
the terms and conditions of the lease, "[petitioner] should have gone to court to
make the [former] refrain from its 'illegal' activities or seek rescission of the
[MOA], rather than taking the law into his own hands." 70
WHEREFORE, the petition is DENIED. The Decision dated January 31,
2012 and the Resolution dated October 2, 2012 of the Court of Appeals in CAG.R. CV No. 00903-MIN are hereby AFFIRMED.
SO ORDERED.
Erroneously titled as "petition for certiorari." Rollo (G.R. No. 203993), pp. 32-112.
Petitioner also filed an amended petition for certiorari (should be petition for
review on certiorari; id. at 217-300), which was noted by the Court in a
Resolution dated July 24, 2013 (see id. at 536-537).
2.
5.
Id. at 328.
6.
Id.
7.
8.
Id. at 143.
9.
See id.
10.
Id. at 144.
11.
See id.
12.
Id. at 145.
13.
See id.
14.
Id. at 146.
15.
See id.
16.
17.
18.
Rollo (G.R. No. 203993), pp. 125 and 175-176. Respondent also filed an
Amended Complaint impleading E.V.D. Security Agency as additional defendant.
19.
20.
21.
22.
23.
24.
Id. at 175-185.
25.
Id. at 155-159.
26.
Id. at 184.
27.
Id. at 184-185.
28.
Id. at 411.
29.
30.
31.
Id. at 328.
32.
33.
34.
35.
36.
Id. at 121-137.
37.
Id. at 136.
38.
39.
Id. at 135-136.
40.
41.
See Certificate of Death of Capt. Clarke; rollo (G.R. No. 203993), p. 173,
including dorsal portion.
42.
Id. at 119.
43.
Id. at 118-120.
44.
Id. at 119.
45.
Id. at 217-300.
46.
47.
48.
49.
50.
See Motion to Consolidate Cases dated June 27, 2013; id. at 514-519.
51
52.
Id. at 514.
Id. at 536.
53.
54.
On May 8, 2013, an Entry of Judgment had already been issued in G.R. 202826.
See rollo (G.R. No. 202826), pp. 437-438.
55.
56.
Cf. Chua v. Total Office Products and Services, Inc., 508 Phil. 490, 499-500
(2005).
57.
See Sps. Saraza v. Francisco, G.R. No. 198718, November 27, 2013.
58.
See Sps. Binua v. Ong, G.R. No. 207176, June 18, 2014.
59.
60.
Id. at 146.
61.
62.
63.
Dated April 18, 2013. Rollo (G.R. No. 203993), pp. 372-408.
64.
65.
66.
67.
68.
Id. at 128.
69.
70.