TITAN-IKEDA VS.

PRIMETOWN
G.R No. 158768. February 12, 2008
FACTS: The respondent Primetown Property Corporation entered into contract weith
the petitioner Titan-Ikeda Construction Corporation for the structural works of
a 32-storey prime tower. After the construction of the tower, respondent again
awarded to the petitioner the amount of P 130,000,000.00 for the tower s architect
ural design and structure. Howevere, in 1994, the respondent entered inot a cont
ract of sale of the tower in favor of the petitioner in a manner called full-swa
pping. Since the respondent had allegedly constructed almost one third of the pr
oject as weel as selling some units to third persons unknown to the petitioner.
Integrated Inc. took over the project, thus the petitioner is demanding for the
return of its advanced payment in the amount of P2, 000,000.00 as weel as the ke
ys of the unit.
ISSUE: Whether or not the petitioner is entitled to damages.
RULING: No, because in a contract necessarily that there is a meeting of the min
ds of the parties in which this will be the binding law upon them. Thus, in a re
ciprocal obligation. Both parties are obliged to perform their obligation simult
aneously and in good faith. In this case, petitioner, Titan-Ikeda can not recove
r damages because it was found out there was no solutio indebiti or mistake in p
ayment in this case since the latter is just entitled to the actual services it
rendered to the respondent and thus it is ordered to return the condominium unit
s to the respondent.
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Telefast v. Castro Digest G.R. No. 73867
Telefast v. Castro
G.R. No. 73867 February 29, 1988
Facts:
The petitioner is a company engaged in transmitting telegrams. The plaintiffs ar
e the children and spouse of Consolacion Castro who died in the Philippines. One
of the plaintiffs, Sofia sent a telegram thru Telefast to her father and other
siblings in the USA to inform about the death of their mother. Unfortunately, th
e deceased had already been interred but not one from the relatives abroad was a
ble to pay their last respects. Sofia found out upon her return in the US that t
he telegram was never received. Hence the suit for damages on the ground of brea
ch of contract. The defendant-petitioner argues that it should only pay the actu
al amount paid to it.
The lower court ruled in favor of the plaintiffs and awarded compensatory, moral
, exemplary, damages to each of the plaintiffs with 6% interest p.a. plus attorn
ey s fees. The Court of Appeals affirmed this ruling but modified and eliminated
the compensatory damages to Sofia and exemplary damages to each plaintiff, it al
so reduced the moral damages for each. The petitioner appealed contending that,
it can only be held liable for P 31.92, the fee or charges paid by Sofia C. Crou
ch for the telegram that was never sent to the addressee, and that the moral dam
ages should be removed since defendant's negligent act was not motivated by "fra
ud, malice or recklessness.
Issue: Whether or not the award of the moral, compensatory and exemplary damages
is proper.
RULING: Yes, there was a contract between the petitioner and private respondent
Sofia C. Crouch whereby, for a fee, petitioner undertook to send said private re
spondent's message overseas by telegram. Petitioner failed to do this despite pe
rformance by said private respondent of her obligation by paying the required ch
arges. Petitioner was therefore guilty of contravening its and is thus liable fo
r damages. This liability is not limited to actual or quantified damages. To sus
tain petitioner's contrary position in this regard would result in an inequitous
 situation where petitioner will only be held liable for the actual cost of a te
legram fixed thirty (30) years ago.
Art. 1170 of the Civil Code provides that "those who in the performance of their
obligations are guilty of fraud, negligence or delay, and those who in any mann
er contravene the tenor thereof, are liable for damages." Art. 2176 also provide
s that "whoever by act or omission causes damage to another, there being fault o
r negligence, is obliged to pay for the damage done."
Award of Moral, compensatory and exemplary damages is proper.
The petitioner's act or omission, which amounted to gross negligence, was precis
ely the cause of the suffering private respondents had to undergo. Art. 2217 of
the Civil Code states: "Moral damages include physical suffering, mental anguis
h, fright, serious anxiety, besmirched reputation, wounded feelings, moral shock
, social humiliation, and similar injury. Though incapable of pecuniary computat
ion, moral damages may be recovered if they are the proximate results of the def
endant's wrongful act or omission."
Then, the award of P16,000.00 as compensatory damages to Sofia C. Crouch represe
nting the expenses she incurred when she came to the Philippines from the United
States to testify before the trial court. Had petitioner not been remiss in per
forming its obligation, there would have been no need for this suit or for Mrs.
Crouch's testimony.
The award of exemplary damages by the trial court is likewise justified for each
of the private respondents, as a warning to all telegram companies to observe d
ue diligence in transmitting the messages of their customers.
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ENEROSO V. VILLANUEVA V. STATE OF GERARDO L.GONZAGA[G.R. No. 157318, August 09,
2006]
FACTS:
Petitioners Generoso and Raul Villanueva bought parcels of land from the estate
of Gonzaga (through its judicialadminsitratrix). The lots were then mortgaged wi
th the PNB. Intheir agreement, the parties stipulated that the estate of Gonzaga
would cause the release of the lots from PNB at the earliest possible time; that
the Villanuevas will pay P100k upon signingthe agreement, P191k on Jan 1990, th
en P194k upon theapproval by the PNB of the release of the lots. It was alsostip
ulated that upon payment of 60% of the purchase price, theVillanuevas may start
to introduce improvements in the area if they so desire. Lastly, they agreed tha
t upon the release by PNBof the lots, the Estate of Gonzaga shall immediately ex
ecute aDeed of Sale in favor of the Villanuevas.
As stipulated in the agreement, petitioners introducedimprovements after paying
60% of the total purchase price.Petitioners then requested permission from respo
ndentAdministratrix to use the premises for the next milling season.Respondent r
efused on the ground that petitioners cannot use the premises until full payment
of the purchase price. Petitionersinformed respondent that their immediate use
of the premiseswas absolutely necessary and that any delay will cause themsubsta
ntial damages. Respondent remained firm in her refusal,and demanded that petitio
ners stop using the lots as atransloading station to service the Victorias Milli
ng Companyunless they pay the full purchase price. In a letter-reply, petitioner
s assured respondent of their readiness to pay the balance but reminded responde
nt of her obligation to redeem thelots from mortgage with the PNB. Petitioners g
ave respondent10 days within which to do so.
Respondent Administratrix wrote petitioners informingthem that the PNB had agree
d to release the lots from mortgage.She demanded payment of the balance of the p
urchase price.
Petitioners demanded that respondent show the clean titlesto the lots first befo
re they pay the balance of the purchase price.
Respondent Administratrix then executed a Deed of Rescission rescinding the MOA
on two grounds: (1) petitionersfailed to pay the balance of the purchase price d
espite notice of the lots release from mortgage, and (2) petitioners violated the
MOA by using the lots as a transloading station without permission from the resp
ondents.
Petitioners then filed a complaint against respondents for breach of contract,
specific performance and damages before theRTC. Petitioners alleged that respond
ents delayed performanceof their obligation by unreasonably failing to secure th
e releaseof the lots from mortgage with the PNB.
ISSUE: WON respondents failed to comply with their reciprocalobligation of secur
ing the release of the lots from the PNBmortgage?
HELD: YES, rescission was invalid. CA erred in ruling thatrespondents had alread
y fulfilled their obligation to cause the releaseof the lots from the PNB at the
time they demanded payment of the balance of the purchase price.A reading of PN
B s letter of approval clearly shows that theapproval was conditional. 3 condition
s were laid down by the bank before the lots could be finally released from mor
tgage. It was herefore premature for respondents to demand payment of the balanc
e of the purchase price from the petitioners and, failing in that,to rescind the M
OA.Moreover, there is no legal basis for the rescission. The remedy of rescissio
n under Art. 1191 is predicated on a breach of faith by theother party that viol
ates the reciprocity between them.
We have heldin numerous cases that the remedy does not apply to contracts tosell
.In a contract to sell, title remains with the vendor and does not passon to the
vendee until the purchase price is paid in full. Thus, in acontract to sell, th
e payment of the purchase price is a positivesuspensive condition. Failure to pa
y the price agreed upon is not amere breach, casual or serious, but a situation
that prevents theobligation of the vendor to convey title from acquiring an obli
gatoryforce. This is entirely different from the situation in a contract of sale
, where non-payment of the price is a negative resolutorycondition. The effects
in law are not identical. In a contract of sale,the vendor has lost ownership of
the thing sold and cannot recover it,unless the contract of sale is rescinded a
nd set aside. In a contract tosell, however, the vendor remains the owner for as
long as thevendee has not complied fully with the condition of paying the purch
ase price. If the vendor should eject the vendee for failure tomeet the conditio
n precedent, he is enforcing the contract and notrescinding it. Article 1592 spe
aks of non-payment of the purchase price as a resolutory condition. It does not
apply to a contract to sell.As to Article 1191, it is subordinated to the provis
ions of Article1592 when applied to sales of immovable property. Neither provis
ion is applicable [to a contract to sell].The MOA between petitioners and respon
dents is a conditionalcontract to sell. Ownership over the lots is not to pass t
o the petitioners until full payment of the purchase price. Petitioners obligation
to pay, in turn, is conditioned upon the release of the lotsfrom mortgage with
the PNB to be secured by the respondents.Although there was no express provision
regarding reservedownership until full payment of the purchase price, the inten
t of the parties in this regard is evident from the provision that a deed of abs
olute sale shall be executed only when the lots have been releasedfrom mortgage
and the balance paid by petitioners. Since ownershiphas not been transferred, no
further legal action need have beentaken by the respondents, except an action t
o recover possession incase petitioners refuse to voluntarily surrender the lots
.The records show that the lots were finally released from mortgagein July 1991.
Petitioners have always expressed readiness to pay the balance of the purchase
price once that is achieved. Hence, petitioners should be allowed to pay the bal
ance now, if they sodesire, since it is established that respondents demand for t
hem to pay in April 1991 was premature. However, petitioners may notdemand produ
ction by the respondents of the titles to the lots as acondition for their payme
nt. It was not required under the MOA.
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Japan Airlines vs SIMANGANGR 170141 (April 22, 2008)
FACTS: In this petition for review on certiorari,petitioner JAL appeals the:
(1) Decision of the CA ordering it to pay respondent Jesus Simanganmoral and exe
mplary damages; and (2) Resolution5 of the same court denying JAL's motion for r
econsideration. The facts herein follow: In 1991,respondent Simangan decided to
donate a kidney to his ailing cousin, Loreto Simangan, in UCLA School of Medici
ne in Los Angeles, California,U.S.A. Respondent needed to go to the United State
s to complete his preliminary work-up and donation surgery. Hence, to facilitate
respondent's travel to the United States, UCLA wrote a letter to the American Co
nsulate in Manila to arrange for his visa. In due time,respondent was issued an
emergency U.S. visa by the American Embassy in Manila.Having obtained an emergen
cy U.S. visa, respondentpurchased a round trip plane ticket from petitioner JAL
and was issued the corresponding boarding pass. While inside the airplane, JAL's
airline crew suspected respondent of carrying a falsified travel document and im
puted that he would only use the trip to the United States as apretext to stay a
nd work in Japan.The stewardess asked respondent to show his travel documents. S
hortly after, the stewardess along with aJapanese and a Filipino haughtily order
ed him to stand up and leave the plane.Respondent protested, explaining that he
was issued a U.S.visa. However, He was still constrained to go out of the plane.
Hence, he filed a case against JAL airlines.
ISSUE: Are commentaries on public officials and on matters of public interests,
privileged?
RULING: As explained in the case of Borjal v. Court of Appeals, to wit: To re
iterate, fair commentaries on matters of public interest are privilegedand const
itute a valid defense in an action for libel or slander. The doctrine of fair co
mment means that while in general every discreditableimputation publicly made is
deemed false, because every man is presumed innocent until his guilt is judicia
lly proved, nevertheless, when thediscreditable imputation is directed against
a public person in his public capacity, it is not necessarily actionable. In ord
er that such discreditableimputation to a public official may be actionable, it
must either be a false allegation of fact or a comment based on a false supposit
ion. If thecomment is an expression of opinion, based on established facts, then
it is immaterial that the opinion happens to be mistaken, as long as it mightre
asonably be inferred from the facts.Even though JAL is not a public official, th
e rule on privileged commentaries on matters of public interest applies to it. T
heprivilege applies not only to public officials but extends to a great variety
of subjects, and includes matters of public concern, public men, andcandidates f
or office. Considering that the published articles involve matters of public int
erest and that its expressed opinion is not maliciousbut based on established fa
cts, the imputations against JAL are not actionable. Therefore, JAL may not clai
m damages for them
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