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G.R. No. 191431. March 13, 2013.*

RODOLFO G. CRUZ and ESPERANZA IBIAS, petitioners,

vs. ATTY. DELFIN GRUSPE, respondent.

Civil Law; Contracts; Contracts are obligatory no matter what

their forms may be, whenever the essential requisites for their
validity are present.—Contracts are obligatory no matter what
their forms may be, whenever the essential requisites for their
validity are present. In determining whether a document is an
affidavit or a contract, the Court looks beyond the title of the
document, since the denomination or title given by the parties in
their document is not conclusive of the nature of its contents. In
the construction or interpretation of an instrument, the intention
of the parties is primordial and is to be pursued. If the terms of
the document are clear and leave no doubt on the intention of the
contracting parties, the literal meaning of its stipulations shall
control. If the words appear to be contrary to the parties’ evident
intention, the latter shall prevail over the former.
Same; Obligations; Default; In order that the debtor may be in
default, it is necessary that the following requisites be present: (1)
that the obligation be demandable and already liquidated; (2) that
the debtor delays performance; and (3) that the creditor requires
the performance judicially and extrajudicially.—The 15% interest
(later modified by the CA to be 12%) was computed from
November 15, 1999—the date stipulated in the Joint Affidavit of
Undertaking for the payment of the value of Gruspe’s car. In the
absence of a finding by the lower courts that Gruspe made a
demand prior to the filing of the complaint, the interest cannot be
computed from November 15, 1999 because until a demand has
been made, Cruz and Leonardo could not be said to be in default.
“In order that the debtor may be in default[,] it is necessary that
the following requisites be present: (1) that the obligation be
demandable and already liquidated; (2) that the debtor delays
performance; and (3) that the creditor requires the performance
judicially and extrajudicially.” Default generally begins from the
moment the creditor demands the performance of the obli-

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* SECOND DIVISION.

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416

416 SUPREME COURT REPORTS ANNOTATED

Cruz vs. Gruspe

gation. In this case, demand could be considered to have been

made upon the filing of the complaint on November 19, 1999, and
it is only from this date that the interest should be computed.

PETITION for review on certiorari of the decision and

resolution of the Court of Appeals.
   The facts are stated in the opinion of the Court.
  Ignacio, Ignacio & Associates for petitioners.
  Gruspe, Marqueda, Lambino, Octava, Gumarang &
Associates Law Offices for respondent.

BRION, J.:
Before the Court is the petition for review on certiorari1
filed under Rule 45 of the Rules of Court, assailing the
decision2 dated July 30, 2009 and the resolution3 dated
February 19, 2010 of the Court of Appeals (CA) in CA-G.R.
CV No. 86083. The CA rulings affirmed with modification
the decision dated September 27, 2004 of the Regional Trial
Court (RTC) of Bacoor, Cavite, Branch 19, in Civil Case No.
BCV-99-146 which granted respondent Atty. Delfin
Gruspe’s claim for payment of sum of money against
petitioners Rodolfo G. Cruz and Esperanza Ibias.4

The Factual Background

The claim arose from an accident that occurred on

October 24, 1999, when the mini bus owned and operated
by Cruz and driven by one Arturo Davin collided with the
Toyota Corolla

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1 Rollo, pp. 3-8.
2 Penned by Associate Justice Amelita G. Tolentino, and concurred in
by Associate Justices Pampio A. Abarintos and Mario V. Lopez; id., at pp.
12-21.
3 Id., at pp. 23-24.
4 Id., at pp. 12-13.

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Cruz vs. Gruspe
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car of Gruspe; Gruspe’s car was a total wreck. The next

day, on October 25, 1999, Cruz, along with Leonardo Q.
Ibias went to Gruspe’s office, apologized for the incident,
and executed a Joint Affidavit of Undertaking
promising jointly and severally to replace the Gruspe’s
damaged car in 20 days, or until November 15, 1999, of the
same model and of at least the same quality; or,
alternatively, they would pay the cost of Gruspe’s car
amounting to P350,000.00, with interest at 12% per month
for any delayed payment after November 15, 1999, until
fully paid.5 When Cruz and Leonardo failed to comply with
their undertaking, Gruspe filed a complaint for collection of
sum of money against them on November 19, 1999 before
the RTC.
In their answer, Cruz and Leonardo denied Gruspe’s
allegation, claiming that Gruspe, a lawyer, prepared the
Joint Affidavit of Undertaking and forced them to affix
their signatures thereon, without explaining and informing
them of its contents; Cruz affixed his signature so that his
mini bus could be released as it was his only means of
income; Leonardo, a barangay official, accompanied Cruz to
Gruspe’s office for the release of the mini bus, but was also
deceived into signing the Joint Affidavit of Undertaking.
Leonardo died during the pendency of the case and was
substituted by his widow, Esperanza. Meanwhile, Gruspe
sold the wrecked car for P130,000.00.
In a decision dated September 27, 2004, the RTC ruled
in favor of Gruspe and ordered Cruz and Leonardo to pay

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5 Records, p. 6. Paragraph 5 of the Joint Affidavit of Undertaking read:
5. If we cannot replace said car within the said period, we will be
liable to pay the cost of the car (Toyota Corolla 1.6 GLI 1993 Model) in the
total amount of Three Hundred Fifty Thousand Pesos (P350,000.00),
Philippine currency, with interest rate of 12% per month of any delayed
payment after November 15, 1999 until fully paid.

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418 SUPREME COURT REPORTS ANNOTATED

Cruz vs. Gruspe

P220,000.00,6 plus 15% per annum from November 15,

1999 until fully paid, and the cost of suit.
On appeal, the CA affirmed the RTC decision, but
reduced the interest rate to 12% per annum pursuant

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to the Joint Affidavit of Undertaking.7 It declared that

despite its title, the Joint Affidavit of Undertaking is a
contract, as it has all the essential elements of consent,
object certain, and consideration required under Article
1318 of the Civil Code. The CA further said that Cruz and
Leonardo failed to present evidence to support their
contention of vitiated consent. By signing the Joint
Affidavit of Undertaking, they voluntarily assumed the
obligation for the damage they caused to Gruspe’s car;
Leonardo, who was not a party to the incident, could have
refused to sign the affidavit, but he did not.
The Petition
In their appeal by certiorari with the Court, Cruz and
Esperanza assail the CA ruling, contending that the Joint
Affidavit of Undertaking is not a contract that can be the
basis of an obligation to pay a sum of money in favor of
Gruspe. They consider an affidavit as different from a
contract: an affidavit’s purpose is simply to attest to facts
that are within his knowledge, while a contract requires
that there be a meeting of the minds between the two
contracting parties.

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6  The total claim for P350,000.00 less the P130,000.00 that Gruspe
received for selling his car; Rollo, p. 14.
7 Id., at p. 20. The dispositive portion of the CA decision dated July 30,
2009 read:
WHEREFORE, premises considered, the appeal is DISMISSED. The
assailed decision dated September 27, 2004 of the Regional Trial Court of
Bacoor, Cavite, Branch 19, is AFFIRMED with the MODIFICATION that
the interest charged be changed from 15% to 12% per annum pursuant
to the Joint Affidavit of Undertaking of the defendants-appellants.

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Cruz vs. Gruspe

  Even if the Joint Affidavit of Undertaking was

considered as a contract, Cruz and Esperanza claim that it
is invalid because Cruz and Leonardo’s consent thereto was
vitiated; the contract was prepared by Gruspe who is a
lawyer, and its contents were never explained to them.
Moreover, Cruz and Leonardo were simply forced to affix
their signatures, otherwise, the mini van would not be
released.

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Also, they claim that prior to the filing of the complaint

for sum of money, Gruspe did not make any demand upon
them. Hence, pursuant to Article 1169 of the Civil Code,
they could not be considered in default. Without this
demand, Cruz and Esperanza contend that Gruspe could
not yet take any action.

The Court’s Ruling

The Court finds the petition partly meritorious and

accordingly modifies the judgment of the CA.
Contracts are obligatory no matter what their forms
may be, whenever the essential requisites for their validity
are present. In determining whether a document is an
affidavit or a contract, the Court looks beyond the title of
the document, since the denomination or title given by the
parties in their document is not conclusive of the nature of
its contents.8 In the construction or interpretation of an
instrument, the intention of the parties is primordial and is
to be pursued. If the terms of the document are clear and
leave no doubt on the intention of the contracting parties,
the literal meaning of its stipulations shall control. If the
words appear to be contrary to the parties’ evident
intention, the latter shall prevail over the former.9

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8  In Tayco v. Heirs of Concepcion Tayco-Flores, G.R. No. 168692,
December 13, 2010, 637 SCRA 742, 751, the Court declared that “[t]he
denomination given by the parties in their contract is not conclusive of the
nature of the contents.”
9 Ayala Life Assurance, Inc. v. Ray Burton Dev’t. Corp., 515 Phil. 431,
437; 479 SCRA 462, 467-468 (2006).

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420 SUPREME COURT REPORTS ANNOTATED

Cruz vs. Gruspe

A simple reading of the terms of the Joint

Affidavit of Undertaking readily discloses that it
contains stipulations characteristic of a contract. As
quoted in the CA decision,10 the Joint Affidavit of
Undertaking contained a stipulation where Cruz and
Leonardo promised to replace the damaged car of Gruspe,
20 days from October 25, 1999 or up to November 15, 1999,
of the same model and of at least the same quality. In the
event that they cannot replace the car within the same
period, they would pay the cost of Gruspe’s car in the total
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amount of P350,000.00, with interest at 12% per month for

any delayed payment after November 15, 1999, until fully
paid. These, as read by the CA, are very simple terms
that both Cruz and Leonardo could easily
understand.
There is also no merit to the argument of vitiated
consent. An allegation of vitiated consent must be
proven by preponderance of evidence; Cruz and
Leonardo failed to support their allegation. Although
the undertaking in the affidavit appears to be onerous and
lopsided, this does not necessarily prove the alleged
vitiation of consent. They, in fact, admitted the
genuineness and due execution of the Joint Affidavit and
Undertaking when they said that they signed the same to
secure possession of their vehicle. If they truly believed
that the vehicle had been illegally impounded, they could
have refused to sign the Joint Affidavit of Undertaking and
filed a complaint, but they did not. That the release of their
mini bus was conditioned on their signing the Joint
Affidavit of Undertaking does not, by itself, indicate that
their consent was forced—they may have given it
grudgingly, but it is not indicative of a vitiated consent that
is a ground for the annulment of a contract.
Thus, on the issue of the validity and enforceability of
the Joint Affidavit of Undertaking, the CA did not commit
any legal error that merits the reversal of the assailed
decision.

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10 Supra note 2, at p. 19.

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Cruz vs. Gruspe

Nevertheless, the CA glossed over the issue of demand

which is material in the computation of interest on the
amount due. The RTC ordered Cruz and Leonardo to pay
Gruspe “P350,000.00 as cost of the car xxx plus fifteen
percent (15%) per annum from November 15, 1999 until
fully paid[.]”11 The 15% interest (later modified by the CA
to be 12%) was computed from November 15, 1999—the
date stipulated in the Joint Affidavit of Undertaking for
the payment of the value of Gruspe’s car. In the absence of
a finding by the lower courts that Gruspe made a demand
prior to the filing of the complaint, the interest cannot be

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computed from November 15, 1999 because until a demand

has been made, Cruz and Leonardo could not be said to be
in default.12 “In order that the debtor may be in default[,] it
is necessary that the following requisites be present: (1)
that the obligation be demandable and already liquidated;
(2) that the debtor delays performance; and (3) that the
creditor requires the perform-

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11 Id., at p. 12.
12 Civil Code, Art. 1169. Those obliged to deliver or to do something
incur in delay from the time the obligee judicially or extrajudicially
demands from them the fulfillment of their obligation.
However, the demand by the creditor shall not be necessary in order
that delay may exist:
1) When the obligation or the law expressly so declare; or
2) When from the nature and the circumstances of the obligation it
appears that the designation of the time when the thing is to be delivered
or the service is to be rendered was a controlling motive for the
establishment of the contract; or
3) When demand would be useless, as when the obligor has rendered
it beyond his power to perform.
In reciprocal obligations, neither party incurs in delay if the other does
not comply or is not ready to comply in a proper manner with what is
incumbent upon him. From the moment one of the parties fulfills his
obligation, delay by the other begins.

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Cruz vs. Gruspe

ance judicially and extrajudicially.”13 Default generally

begins from the moment the creditor demands the
performance of the obligation. In this case, demand could
be considered to have been made upon the filing of the
complaint on November 19, 1999, and it is only from this
date that the interest should be computed.
Although the CA upheld the Joint Affidavit of
Undertaking, we note that it imposed interest rate on a per
annum basis, instead of the per month basis that was
stated in the Joint Affidavit of Undertaking without
explaining its reason for doing so.14 Neither party,
however, questioned the change. Nonetheless, the Court
affirms the change in the interest rate from 12% per month
to 12% per annum, as we find the interest rate agreed upon
in the Joint Affidavit of Undertaking excessive.15

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WHEREFORE, we AFFIRM the decision dated July 30,

2009 and the resolution dated February 19, 2010 of the
Court of Appeals in CA-G.R. CV No. 86083, subject to the
MODIFICATION that the twelve percent (12%) per annum
interest imposed on the amount due shall accrue only from
November 19, 1999, when judicial demand was made.
SO ORDERED.

Carpio, Del Castillo, Villarama, Jr.**  and Perlas-

Bernabe, JJ., concur. 

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13 Social Security System v. Moonwalk Development and Housing
Corporation, G.R. No. 73345, April 7, 1993, 221 SCRA 119, 128.
14 Compare paragraph 5 of the Joint Affidavit of Undertaking (supra,
note 5) and the dispositive portion of the CA decision dated July 30, 2009
(supra, note 7).
15 See Asian Cathay Finance and Leasing Corporation v. Spouses
Gravador, G.R. No. 186550, July 5, 2010, 623 SCRA 517, 523.
**  Designated as Acting Member in lieu of Associate Justice Jose P.
Perez per Special Order No. 1426 dated March 8, 2013.

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Cruz vs. Gruspe

Judgment and resolution affirmed, with modification.

Notes.—Trial courts should be liberal in setting aside

orders of default and granting motions for new trial if the
defendant appears to have a meritorious defense. (Multi-
Trans Agency Phils., Inc. vs. Oriental Assurance Corp., 590
SCRA 675 [2009])
Contracts are obligatory in whatever form they may
have been entered into, provided all essential requisites are
present and the notarization is not an essential requisite
for the validity of a Surety Agreement. (Bangayan vs. Rizal
Commercial Banking Corporation, 647 SCRA 8 [2011])

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