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Universal International Investment V Ray Burton Dev Corp
Universal International Investment V Ray Burton Dev Corp
FACTS:
UII bought 10 units from RBDC’s condo in Salcedo Village.
UII wanted to cancel the contract since RBDC kept delaying delivery of title.
RBDC ultimately failed and UII discovered the mother title to the lot was mortgaged and foreclosed to China
Bank.
UII asked HLURB to order RBDC or China Bank to deliver the paid up titles.
HLURB first ruled in favor of UII, then reconsidered, but UII successfully appealed to OP which gave UII right
to rescind.
UII went to the CA saying that although they were able to recover the titles they are also entitled to P19M
covering depreciation costs and expenses.
CA denied.
HELD: YES.
Their contract explicitly provides that UII can cancel in case of force majeure or substantial delay. In this case however
UII is not exercising this option, rather they are claiming for damages.
But not to the depreciation of P19M. UII is claiming P19M under 2200 as depreciation. 2200 however covers lost
profits and does not cover depreciation of value. Even assuming it’s lost profit UII does not present any evidence for
it whether loss in marketing, lease, sale, etc. so no award.
UII did not show that non-delivery of RBDC caused the depreciation. All UII did was show that property depreciated
due to passage of time. UII had to show that RBDC’s breach caused depreciation.
NO as to what UII paid to China Bank. UII actually fully paid up with RBDC. UII did not have to pay China Bank and
should have just let the case run its course to recover. Since UII did not have to pay to begin with, neither should RBDC.
YES to temperate damages. It is however not disputed that RBDC did actually fail to perform their obligation. UII paid
up and was in their right to demand delivery, which RBDC failed to do so. RBDC tried to argue that UII did not pay
transfer fees, but RBDC didn’t transfer so that’s dumb.
While UII could not prove its actual damages the Court is empowered to award moderate damages considering RBDC
did mess up. Court considers 1) investment 2) duration 3) urgent action to remedy. UII invested P52M, lease rate
was 20-40k, suffered for 6 years, and RBDC could have just executed deed of absolute sale.
Exemplary Damages (EXD) and attorney’s fees justified. RBDC’s excuse that UII did not pay transfer charges was
really dumb. Even if the property was mortgaged they could have sold it as the law provides. 300k EXD, with 200k
atty fees.