366 Phil. 321
"WHEREAS, GLP has offered to buy aforesaid unbagged or loose imported cement at PITC-leased warehouses in Taguig, Pandacan and Paco, Metro Manila, on credit at the price set by PITC;Pursuant to the MOA, GLP issued a check in the amount of two million five hundred twenty thousand pesos (P2,520,000.00) bearing the signature of its president Emmanuel Zapanta. A promissory note dated April 11, 1991 for the amount of P2,250,000.00, to mature on October 11, 1991 was executed by Estrella as GLP's Executive Vice-President and in her personal capacity, and by the spouses Emmanuel and Fe Zapanta who undertook to bind themselves liable jointly and severally with GLP. A real estate mortgage was likewise executed on said date encumbering UNIT NE R-51 in the Gold Loop Towers, with the certificate of title delivered to PITC. A third transaction was later entered into by both parties wherein GLP sought to buy additional cement from PITC worth P350,000.00.
WHEREAS, PITC has accepted GLP's offer under terms and conditions hereinafter specified;
NOW, THEREFORE, for and in consideration of the foregoing premises and the covenants hereinafter stipulated, the parties hereby agree as follows:
1. SUBJECT MATTER, DELIVERY AND PRICE
1.1 GLP shall purchase on credit all PITC stock of loose or unbagged cement located at PITC-leased warehouses in Taguig, Pandacan and Paco, Metro Manila, which per inventory records as of 02 April 1991 amounts to approximately 1,500 MT. Actual quantity shall be subject to final reconciliation after all cement shall have been withdrawn by GLP.
1.3 Price for unbagged/loose cement is hereby set at P1.50 per kilo. The total value of the 1,500 MT unbagged/loose cement, subject of this Agreement is P2,250,000.00.
2. TERMS OF PAYMENT
2.1 Payment shall be made on or before the end of six (6) months from date of execution of this Agreement.
2.2 GLP shall issue a postdated check (PDC) in favor of PITC dated not later than 11 October 1991 in the amount of PESOS: TWO MILLION FIVE HUNDRED TWENTY THOUSAND PESOS (P2,520,00.00) hereof, secured by (i) a Promissory Note (PN) with at least two Joint and Solidary Signatories (JSS) and (ii) a Real Estate Mortgage. The post-dated check shall be submitted by GLP to PITC upon signing hereof. Nothing herein shall be construed as preventing GLP from paying PITC in cash for the actual quantities of cement purchased even before the end of the six-month period.
2.5 GLP may, in lieu of cash, offer as payment a condominium unit acceptable to PITC whose value equals the value of cement purchased by GLP plus other (sic) all other charges as specified in Section 3.3 provided that such offer is expressly made to PITC before the end of the third month from the date of this contract. Upon acceptance by PITC of aforesaid condominium unit offered by GLP, PITC shall return to GLP the post dated check mentioned in Section 2.2 hereof and cancel the Real Estate Mortgage executed by GLP in favor of PITC pursuant to Section 2.2. If, however PITC refuses the condominium unit offered by GLP for any justifiable reason, GLP shall remit payment for cement and all other charges in cash in the manner provided in Pars. 2.1 and 2.2 hereof inclusive of interests. In the event that PITC accepts GLP's condominium unit in payment for the cement purchased no interest charges shall be imputed on the purchase price.
2.6 Payment shall be payable to: PHILIPPINE INTERNATIONAL TRADING CORPORATION.
2.7 Payment shall be made on or before the due date without need of demand and failure to make such payment on time shall entitle PITC to charge additional penalty, interest on late payments at the PITC Financial Assistance Rate (FAR) plus two percent (2%) per month of delinquency plus other charges as may reasonably be imposed, without prejudice to PITC's availing of other remedies as hereinafter outlined and those provided under existing laws.
8. OTHER TERMS AND CONDITIONS
8.1 No modification, alteration or waiver of any provisions herein contained, shall be binding on the parties hereto unless evidenced by a written agreement duly signed by both parties. Any written amendment to this AGREEMENT duly approved and signed by authorized officers or representatives of both parties shall be considered part of this contract and shall remain valid and binding until properly rescinded by either or both parties thereto."
"1. Whether or not the real agreement of the parties was one of `swapping';The trial court found that the MOA dated April 11, 1991 was the contract between the parties and that its provisions were clear. The exchange of the condominium unit for the bad stock of cement was incorporated in the agreement but such was presented as an alternative. The trial court likewise pointed out that the MOA provided that "swapping" might only be done in lieu of cash payment and if GLP expressly made the offer before the end of the third month from the date of the contract. Such offer by GLP was also dependent upon PITC's acceptance of the condominium unit being offered. The trial court further characterized the agreement as a sale on credit with the purchase price to be paid in six (6) months, and GLP was given the option to pay in kind as long as such option was exercised within three (3) months from the date of the execution of the agreement. Petitioners' contention -- that the issuance of the check, the real estate mortgage and the promissory note were only in compliance with the regulation of the Commission on Audit -- was negated by trial court. The dispositive portion of the trial court's decision reads:
2. If in the affirmative, whether or not the check issued by plaintiffs was intended as a form of payment;
3. If the answer to issue No. 1 is in the negative, whether or not the transaction between the parties is covered by the Memorandum of Agreement of April 11, 1991;
4. Whether or not either the plaintiffs of (sic) the defendant is/are entitled to damages;
5. Whether or not the plaintiffs are liable under defendant's permissive and compulsory counterclaim."
"WHEREFORE, judgment is hereby rendered DISMISSING the Complaint. On the Permissive Counterclaim, judgment is rendered in favor of the defendant and against the plaintiffs, ordering them to pay defendant jointly and severally P3,197,660.11 representing the value of 1,333,925 Metric Tons of cement at P1.50 [per] kilo inclusive of interest and penalties of April 30, 1992, plus all accrued interests and penalties from May 1, 1992 until the amount is fully paid. The [Compulsory] Counterclaim is hereby DISMISSED."Petitioners appealed and questioned the trial court's decision, raising the following assignment of errors:
"1. The trial court committed a serious and palpable error and grave abuse of discretion in not holding that the real agreement between the parties was one of swapping;The appellate court upheld the trial court's decision which dismissed the complaint. It ruled that the agreement between the parties is one of sale on credit and not swapping. It found no ambiguities in the provisions which would require the court to go beyond its terms as it indubitably showed that the parties contemplated a sale on credit as opposed to the Deed of Exchange, which was the first agreement on February 5, 1991, and fully complied according to its stipulations. The provisions on swapping as contained in paragraph 2.5 merely granted an option which GLP might exercise to offer one condominium unit in payment of the cement before the end of the third month, but PITC might accept or refuse the said offer. The exchange of communication between the parties which made reference to an offer to swap was accepted by PITC in its letter dated March 25, 1991, but such was not the final agreement as PITC indicated that it will draft a final contract. GLP signed its "conforme" in said letter, after which, the Memorandum of Agreement was executed on April 11, 1991 with its modifications clearly stated in its provisions.
2. The trial court committed a serious and palpable error and grave abuse of discretion in not ordering defendant to comply with the Memorandum of Agreement for the swapping of the cement with one of the plaintiff's condominium units;
3. The trial court committed a serious and palpable error and grave abuse of discretion in ordering the plaintiffs jointly and severally to pay the value of the check despite the fact that the agreement was one for swapping;
4. The trial court committed a serious and palpable error and grave abuse of discretion in ordering plaintiffs to pay the amount of P3, 197,660.11 despite the fact that defendant failed to prove by competent evidence the amount of the obligation, granting for the sake of debate that the transaction was one for sale on credit;
5. The trial court committed a serious and palpable error in not holding defendant liable to plaintiffs for the damages claimed in the complaint."
"The introduction of evidence aliunde or extrinsic evidence would destroy the stability of written agreements, which is the underlying purpose of animating the parol evidence rule. Accordingly, the testimony of Flora Estrella, (executive vice-president of Goldloop) tending to show that the three transactions between the parties were all swapping agreements, does not help plaintiff's cause. Neither is her allegation that the post-dated check was issued merely as a collateral and in order to comply with the requirements of the Commission on Audit substantiated. The issuance of a post-dated check (not later than October 11, 1991) for P2,520,000.00 was expressly stipulated among the terms of payment (par. 2.2). Likewise the execution of the promissory note and real estate mortgage was expressly stipulated in par. 2.2 which states that the check shall be "secured by (i) Promissory Note (PN) with at least two Joint and Solidary Signatories (JSS) and (ii) a Real Estate Mortage." These requirements underscore that the Agreement contemplated a purchase on credit, and in no way indicate that the parties intended a simple barter or swapping, as contended by plaintiffs-appellants.Petitioners' main allegation now before this Court is that the Memorandum of Agreement did not reflect the true intent of the parties. They claim that the MOA should only refer to the subject of the contract, namely the bad stock cement. What governs the swapping of petitioners' condominium unit for the cement would be another matter, vide the Deed of Exchange. They state that the testimony of Estrella should have been taken into account to explain what the parties intended. Petitioners wondered why respondent court failed to note the previous transaction, which was swapping of ten (10) condominium units for cement. Petitioners also claimed that respondent PITC considered it advantageous, "a better deal", to accept the swapping because "the condominium unit is a valuable property in existence while a postdated check could be dishonored."
Neither are we persuaded by plaintiff's theory that the issuance of the check and the execution of the mortgage and the promissory note were merely done to comply with the requirements of the Commission on Audit No auditing law or rule has been presented to support this theory."
"Anent the fourth assignment of error, plaintiffs-appellants questions the basis of the amount awarded by the trial court in a total sum of P3,197,660.11 as purchase price of the cement as of April 30, 1992 inclusive of interest and penalties. Record shows that the said amount was based on statements of account nos. 91-241 dated November 4, 1991 (exhibit "5"; p. 362 Record) and 92-068 dated April 29, 1992 (exhibit "6"; p. 363), which documents were duly identified in court by the supervisor of defendant-appellee's Treasury Department [tsn. June 10 , 1993]. The same were not sufficiently controverted by plaintiffs- appellants.To recapitulate, it is not the function of this Court to weigh anew the evidence already passed upon by the Court of Appeals. Our review is generally confined to correcting errors of law, if any, that might have been committed below. In the case at bar petitioners have not shown exceptional circumstances that merit disturbing the findings of fact below. Not only are the terms of the assailed MOA between the parties clear, in our view, but the contractual obligations of the parties thereto are also unambiguous. No reversible error could be attributed to the assailed decision, much less could any grave abuse of discretion be imputed to respondent court.
Neither do We find error on the part of the trial court when it held Zapanta and Estrella jointly and severally liable with Gold Loop Properties, Inc. as said ruling is in accord with what was agreed upon in the Memorandum of Agreement (par. 2.2 thereof; p. 19 Record; Exhibit "C") and the promissory note, where both Zapanta and Estrella signed not only as officers of Gold Loop Properties Inc. but likewise signed in their personal capacities as joint and solidary debtors (page 31, Record; Exhibit "E")."