425 Phil. 961
MELO, J.:
WHEREFORE, in view of the foregoing, the Court hereby renders judgment in favor of petitioners JANCOM ENVIRONMENTAL CORPORATION, and JANCOM INTERNATIONAL DEVELOPMENT PROJECTS PTY., LIMITED OF AUSTRALIA, and against respondent GREATER METROPOLITAN MANILA SOLID WASTE MANAGEMENT COMM., and HON. ROBERTO N. AVENTAJADO, in his Capacity as Chairman of the said Committee, METRO MANILA DEVELOPMENT AUTHORITY and HON. JEJOMAR C. BINAY, in his capacity as Chairman of said Authority, declaring the Resolution of respondent Greater Metropolitan Manila Solid Waste Management Committee disregarding petitioners’ BOT Award Contract and calling for bids for and authorizing a new contract for the Metro Manila waste management ILLEGAL and VOID.Instead of appealing the decision, MMDA filed a special civil action for certiorari with prayer for a temporary restraining order with the Court of Appeals which was later docketed therein as CA-G.R. SP No. 59021. The appellate court not only required JANCOM to comment on the petition, it also granted MMDA’s prayer for a temporary restraining order. During the pendency of the petition for certiorari, JANCOM moved for the execution of the RTC decision, which was opposed by MMDA. However, the RTC granted the motion for execution on the ground that its decision had become final since MMDA had not appealed the same to the Court of Appeals. MMDA moved to declare respondents and the RTC judge in contempt of court, alleging that the RTC’s grant of execution was abuse of and interference with judicial rules and processes.
Moreover, respondents and their agents are hereby PROHIBITED and ENJOINED from implementing the aforesaid Resolution and disregarding petitioners’ BOT Award Contract and from making another award in its place.
Let it be emphasized that this Court is not preventing or stopping the government from implementing infrastructure projects as it is aware of the proscription under PD 1818. On the contrary, the Court is paving the way for the necessary and modern solution to the perennial garbage problem that has been the major headache of the government and in the process would serve to attract more investors in the country.(Rollo,p. 159.)
Before taking up the substantive issue in question, we shall first dispose of the question as to whether it is fatal to petitioner’s cause, that rather than appealing the trial court’s decision to the Court of Appeals, it instead filed a petition for certiorari. While petitioner claims that the trial court’s decision never became final by virtue of its having appealed by certiorari to the Court of Appeals, the trial court ruled that petitioner’s failure to file an appeal has made its decision final and executory. At bottom, the question involves a determination of the propriety of petitioner’s choice of the remedy of certiorari in questioning the decision of the trial court.
1) There is a valid and binding contract between the Republic of the Philippines and JANCOM given that: a) the contract does not bear the signature of the President of the Philippines; b) the conditions precedent specified in the contract were not complied with; and c) there was no valid notice of award. 2) The MMDA had not seasonably appealed the Decision of the lower court via a petition for certiorari.
Section 1. Petition for certiorari. — When any tribunal, board or officer exercising judicial or quasi-judicial functions has acted without or in excess of its or his jurisdiction, or with grave abuse of discretion amounting to lack or excess of jurisdiction, and there is no appeal, or any plain, speedy, and adequate remedy in the ordinary course of law, a person aggrieved thereby may file a verified petition in the proper court, alleging the facts with certainty and praying that judgment be rendered annulling or modifying the proceedings of such tribunal, board or officer, and granting such incidental reliefs as law and justice may require.Plain it is from a reading of the above provision that certiorari will lie only where a court has acted without or in excess of jurisdiction or with grave abuse of discretion. If the court has jurisdiction over the subject matter and of the person, its rulings upon all questions involved are within its jurisdiction, however irregular or erroneous these may be, they cannot be corrected by certiorari. Correction may be obtained only by an appeal from the final decision.
The petition shall be accompanied by a certified true copy of the judgment, order, or resolution subject thereof, copies of all pleadings and documents relevant and pertinent thereto, and a sworn certification of non-forum shopping as provided in the third paragraph of section 3, Rule 46.
SEC. 1. Subject of appeal.— An appeal may be taken from a judgment or final order that completely disposes of the case or of a particular matter therein when declared by these Rules to be appealable.There can be no dispute that the trial court’s May 29, 2000 decision was a final order or judgment which MMDA should have appealed, had it been so minded. In its decision, the trial court disposed of the main controversy by “declaring the Resolution of respondent Greater Metropolitan Manila Solid Waste Management Committee disregarding petitioner’s BOT Award Contract and calling for bids for and authorizing a new contract for the Metro Manila waste management ILLEGAL and VOID.” This ruling completely disposed of the controversy between MMDA and JANCOM. In BA Finance Corporation vs. CA (229 SCRA 5667 [1994]), we held that a “final” order or judgment is one which “disposes of the whole subject matter or terminates a particular proceeding or action, leaving nothing to be done but to enforce by execution what has been determined.” An order or judgment is deemed final when it finally disposes of the pending action so that nothing more can be done with it in the trial court. In other words, a final order is that which gives an end to the litigation. A final order or judgment finally disposes of, adjudicates, or determines the rights, or some right or rights of the parties, either on the entire controversy or on some definite and separate branch thereof, and concludes them until it is reversed or set aside. Where no issue is left for future consideration, except the fact of compliance or non-compliance with the terms of the judgment or doer, such judgment or order is final and appealable (Investments, Inc. vs. Court of Appeals, 147 SCRA 334 [1987]).xxx xxx xxx
In all the above instances where the judgment or final order is not appealable, the aggrieved party may file an appropriate special civil action under Rule 65.
The special civil action for certiorari is available only when there is no appeal nor any plain, speedy and adequate remedy in the ordinary course of law (Sec. 1, rule 65, id.)Admittedly, there are instances where the extraordinary remedy of certiorari may be resorted to despite the availability of an appeal. In Ruiz, Jr. vs. Court of Appeals (220 SCRA 490 [1993]), we held:
Admittedly, appeal could have been taken from the assailed RTC decision. However, petitioners maintain that appeal is not a speedy remedy because the RTC decision prohibiting them from conducting a bidding for a new waste disposal project has adverse and serious effects on the city’s garbage situation.
Nevertheless, the RTC decision is not immediately executory. Only judgments in actions for injunction, receivership, accounting and support and such other judgments as are now or may hereafter be declared to be immediately executory shall be enforced after their rendition and shall not be stayed by an appeal therefrom, unless otherwise ordered by the trial court (Sec. 4, rule 39, id.).
Since the RTC decision is not immediately executory, appeal would have stayed its execution. Consequently, the adverse effects of said decision will not visit upon petitioners during the appeal. In other words, appeal is a plain, speedy and adequate remedy in the ordinary course of the law.
But as no appeal was taken within the reglementary period, the RTC decision had become final and executory. Well-settled is the rule that the special civil action for certiorari may not be invoked as a substitute for the remedy of appeal (BF Corporation vs. Court of Appeals, 288 SCRA 267). Therefore, the extraordinary remedy of certiorari does not lie.
Moreover, petitioners instituted the instant action without filing a motion for reconsideration of the RTC decision. Doctrinal is the rule that certiorari will not lie unless a motion for reconsideration is first filed before the respondent tribunal to allow it an opportunity to correct its errors (Zapanta vs. NLRC, 292 SCRA 580).(Rollo, p. 47-48.)
Considered extraordinary, [certiorari] is made available only when there is no appeal, nor any plain, speedy or adequate remedy in the ordinary course of the law (Rule 65, Rules of Court, Section 1). The long line of decisions denying the petition for certiorari, either before appeal was availed or specially in instances where the appeal period has lapsed, far outnumbers the instances when certiorari was given due course. The few significant exceptions were: when public welfare and the advancement of public policy dictate; or when the broader interests of justice so require, or when the writs issued are null . . . or when the questioned order amounts to an oppressive exercise of judicial authority.In the instant case, however, MMDA has not sufficiently established the existence of any fact or reason to justify its resort to the extraordinary remedy of certiorari. Neither does the record show that the instant case, indeed, falls under any of the exceptions aforementioned.
[C]ontrary to petitioners’ insistence that there was no perfected contract, the meeting of the offer and acceptance upon the thing and the cause, which are to constitute the contract (Arts. 1315 and 1319, New Civil Code), is borne out by the records.In fact, in asserting that there is no valid and binding contract between the parties, MMDA can only allege that there was no valid notice of award; that the contract does not bear the signature of the President of the Philippines; and that the conditions precedent specified in the contract were not complied with.
Admittedly, when petitioners accepted private respondents’ bid proposal (offer), there was, in effect, a meeting of the minds upon the object (waste management project) and the cause (BOT scheme). Hence, the perfection of the contract. In City of Cebu vs. Heirs of Candido Rubi (306 SCRA 108), the Supreme Court held that “the effect of an unqualified acceptance of the offer or proposal of the bidder is to perfect a contract, upon notice of the award to the bidder.(Rollo, p. 48-49.)
Petitioners belabor the point that there was no valid notice of award as to constitute acceptance of private respondent’s offer. They maintain that former MMDA Chairman Oreta’s letter to JANCOM EC dated February 27, 1997 cannot be considered as a valid notice of award as it does not comply with the rules implementing Rep. Act No. 6957, as amended. The argument is untenable.MMDA also points to the absence of the President’s signature as proof that the same has not yet been perfected. Not only that, the authority of the signatories to bind the Republic has even been put to question. Firstly, it is pointed out that Memorandum Order No. 202 creating the Executive Committee to oversee the BOT implementation of solid waste management projects only charged the officials thereof with the duty of recommending to the President the specific project to be implemented under the BOT scheme for both San Mateo and Carmona sites. Hence, it is concluded that the signatories, CORD-NCR Chairman Dionisio dela Serna and MMDA Chairman Prospero Oreta, had no authority to enter into any waste management project for and in behalf of the Government. Secondly, Section 59 of Executive Order No. 292 is relied upon as authority for the proposition that presidential approval is necessary for the validity of the contract.
The fact that Chairman Oreta’s letter informed JANCOM EC that it was the “sole complying (winning) bidder for the San Mateo project leads to no other conclusion than that the project was being awarded to it. But assuming that said notice of award did not comply with the legal requirements, private respondents cannot be faulted therefore as it was the government representatives’ duty to issue the proper notice.
In any event, petitioners, as successors of those who previously acted for the government (Chairman Oreta, et al), are estopped from assailing the validity of the notice of award issued by the latter. As private respondents correctly observed, in negotiating on the terms and conditions of the BOT contract and eventually signing said contract, the government had led private respondents to believe that the notice of award given to them satisfied all the requirement of the law.
While the government cannot be estopped by the erroneous acts of its agents, nevertheless, petitioners may not now assail the validity of the subject notice of award to the prejudice of private respondents. Until the institution of the original action before the RTC, invalidity of the notice of award was never invoked as a ground for termination of the BOT contract. In fact, the reasons cited for terminating the San Mateo project, per Chairman Aventajado’s letter to JANCOM EC dated November 4, 1999, were its purported non-implementability and non-viability on account of supervening events, e.g., passage of the Clean Air Act, etc.(Rollo, p. 49-50.)
Section 59. Contracts for Approval by the President. — Contracts for infrastructure projects, including contracts for the supply of materials and equipment to be used in said projects, which involve amounts above the ceilings provided in the preceding section shall be approved by the President: Provided, That the President may, when conditions so warrant, and upon recommendation of the National Economic and Development Authority, revise the aforesaid ceilings of approving authority.However, the Court of Appeals trenchantly observed in this connection:
As regards the President’s approval of infrastructure projects required under Section 59 of Executive Order No. 292, said section does not apply to the BOT contract in question. Sec. 59 should be correlated with Sec. 58 of Exec. Order No. 292. Said sections read:The provision pertinent to the authority of the Secretary of Environment and Natural Resources would actually be Section 1 of Executive Order No. 380, Series of 1989 which provides that “The Secretaries of all Departments and Governing Boards of government-owned or controlled corporations [except the Secretaries of Public Works and Highways, Transportation and Communication, and Local Government with respect to Rural Road Improvement projects] can enter into publicly bidded contracts regardless of amount (See also Section 515, Government Accounting and Auditing Manual — Volume I).” Consequently, MMDA may not claim that the BOT contract is not valid and binding due to the lack of presidential approval.SECTION 58. Ceiling for Infrastructure Contracts.— The following shall be the ceilings for all civil works, construction and other contracts for infrastructure projects, including supply contracts for said projects, awarded through public bidding or through negotiation, which may be approved by the Secretaries of Public Works and Highways, Transportation and Communications, Local Government with respect to Rural Road improvement Project and governing boards of government-owned or controlled corporations:Contrary to petitioner’s claim that all infrastructure contracts require the President’s approval (Petition, p. 16), Sec. 59 provides that such approval is required only in infrastructure contracts involving amounts exceeding the ceilings set in Sec. 58. Significantly, the infrastructure contracts treated in Sec. 58 pertain only to those which may be approved by the Secretaries of Public Works and Highways, Transportation and Communications, Local Government (with respect to Rural Road Improvement Project) and the governing boards of certain government-owned or controlled corporations. Consequently, the BOT contract in question, which was approved by the DENR Secretary and the EXCOM Chairman and Co-Chairman, is not covered by Exec. Order No. 292.xxx xxx xxx
Save as provided for above, the approval ceilings assigned to the departments/agencies involved in national infrastructure and construction projects shall remain at the levels provided in existing laws, rules and regulations.(Rollo, p. 51-52.)
This contract shall become effective upon approval by the President of the Republic of the Philippines pursuant to existing laws subject to the condition, precedent in Article 18. This contract shall remain in full force and effect for twenty-five (25) years subject to renewal for another twenty-five (25) years from the date of Effectivity. Such renewal will be subject to mutual agreement of the parties and approval of the President of the Republic of the Philippines.Stated differently, while the twenty-five year effectivity period of the contract has not yet started to run because of the absence of the President’s signature, the contract has, nonetheless, already been perfected.(Rollo, p. 94.)
As clearly stated in Article 18, JANCOM undertook to comply with the stated conditions within 2 months from execution of the Contract as an effective document. Since the President of the Philippines has not yet affixed his signature on the contract, the same has not yet become an effective document. Thus, the two-month period within which JANCOM should comply with the conditions has not yet started to run. It cannot thus be said that JANCOM has already failed to comply with the “conditions precedent” mandated by the contract. By arguing that “failure [of JANCOM] to comply with the conditions results in the failure of a contract or prevents the judicial relation from coming into existence,” MMDA reads into the contract something which is not contemplated by the parties. If the terms of a contract are clear and leave no doubt upon the intention of the contracting parties, the literal meaning of its stipulations shall control (Art. 1370, Civil Code).ARTICLE 18
CONDITIONS PRECEDENT
xxx 18.2.1. The BOT COMPANY hereby undertakes to provide the following within 2 months from execution of this Contract as an effective document:a) sufficient proof of the actual equity contributions from the proposed shareholders of the BOT COMPANY in a total amount not less than PHP500,000,000 in accordance with the BOT Law and the implementing rules and regulations;b) sufficient proof of financial commitment from a lending institution sufficient to cover total project cost in accordance with the BOT Law and the implementing rules and regulations;c) to support its obligation under this Contract, the BOT COMPANY shall submit a security bond to the CLIENT in accordance with the form and amount required under the BOT Law.xxx 18.2.3 Completion of Documentary Requirements as per Schedule 4 by the BOT Company
Sec. 20 of the Clean Air Act pertinently reads:WHEREFORE, premises considered, the petition is hereby DISMISSED for lack of merit and the decision of the Court of Appeals in CA-G.R. SP No. 59021 dated November 13, 2001 AFFIRMED. No costs.SECTION 20. Ban on Incineration.— Incineration, hereby defined as the burning of municipal, bio-chemical and hazardous wastes, which process emits poisonous and toxic fumes, is hereby prohibited: x x x.”Section 20 does not absolutely prohibit incineration as a mode of waste disposal; rather only those burning processes which emit poisonous and toxic fumes are banned.
As regards the projected closure of the San Mateo landfill vis-à-vis the implementability of the contract, Art. 2.3 thereof expressly states that “[i]n the event the project Site is not delivered x x x, the Presidential task Force on Solid Waste Management (PTFSWM) and the Client, shall provide within a reasonable period of time, a suitable alternative acceptable to the BOT COMPANY.”
With respect to the alleged financial non-viability of the project because the MMDA and the local government units cannot afford the tipping fees under the contract, this circumstance cannot, by itself, abrogate the entire agreement.
Doctrinal is the rule that neither the law nor the courts will extricate a party from an unwise or undesirable contract, or stipulation for that matter, he or she entered into with full awareness of its consequences (Opulencia vs. CA, 293 SCRA 385). Indeed, the terms and conditions of the subject contract were arrived at after due negotiations between the parties thereto.(Rollo, p. 54.)