775 Phil. 34; 112 OG No. 43, 7265 (October 24, 2016)
BERSAMIN, J.:
For consideration is a "Manifestation and Motion" filed by plaintiff, through counsel, defendants having filed their Opposition thereto, the incident is now ripe for resolution.
After a careful examination of the records of this case, the Court believes that the defendants should provide security for the 215 hectares land subject of the joint venture agreement to protect it from unlawful elements as well as to avoid undue damage which may be caused by the settling of squatters. As specified in Article III par. (j) of the joint venture agreement which was entered into by plaintiffs and defendants, the latter shall at its exclusive account and sole expense secure the land in question from the influx of squatters and/or unauthorized settlers, occupants, tillers, cultivators and the likes from date of execution of this agreement.
WHEREFORE, and as prayed for, the Court hereby directs the defendants to provide sufficient round the clock security for the protection of the 215 hectares land subject of the joint venture agreement during the pendency of this case.
SO ORDERED.
THE PUBLIC RESPONDENT GRAVELY ABUSED HIS DISCRETION AMOUNTING TO LACK OR EXCESS OF JURISDICTION IN DIRECTING PETITIONERS TO PROVIDE ROUND THE CLOCK SECURITY GUARDS ON THE SUBJECT PROPERTIES.
I. THE PUBLIC RESPONDENT ARBITRARILY AND PREMATURELY DISPOSED OF ONE OF THE RELIEF[S] PRAYED FOR BY PRIVATE RESPONDENTS IN THEIR COMPLAINT WHEN TRIAL HAS NOT EVEN STARTED.
II. PUBLIC RESPONDENT ARBITRARILY DISREGARDED THE FACT THAT THE PARTIES ARE DISCUSSING HOW TO PURSUE THE JVA.
III. PUBLIC RESPONDENT ARBITRARILY DISREGARDED THE PRINCIPLE OF "RECIPROCAL OBLIGATIONS" UNDER THE CIVIL CODE.
On the merits of the petition, our examination of the records shows nothing whimsical or arbitrary in the respondent judge's order directing the petitioners to provide security over the joint venture property. Like the respondent judge, we believe that the obligation of the petitioners under the JVA to provide security in the area, as spelled out under Article II, par. (c) and Article III, paragraphs (h) and (j), is well established, thus:
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These clear and categorical provisions in the JVA -which petitioners themselves do not question -obviously belie their contention that the respondent judge's order to provide security for the property is premature at this stage. The petitioner's obligation to secure the property under the JVA arose upon the execution of the Agreement, or as soon as the petitioners acquired possession of the joint venture property in 1994, and is therefore already demandable. The settled rule is that "contracts are the laws between the contracting parties, and if their terms are clear and leave no room for doubt as to their intentions, the contracts are obligatory no matter what their forms may be, whenever the essential requisites for their validity are present." Thus, unless the existence of this particular obligation - i.e., to secure the joint venture property - is challenged, petitioners are bound to respect the terms of the Agreement and of his obligation as the law between them and MAJESTIC.
We stress along this line that the complaint MAJESTIC filed below is for specific performance and is not for rescission of contract. The complaint presupposes existing obligations on the part of the petitioners that MAJESTIC seeks to be carried out in accordance with the terms of the Agreement. Significantly, MAJESTIC did not pray in the complaint that petitioners be ordered to secure the area from the influx of illegal settlers and squatters because petitioner's obligation in this regard commenced upon the execution of the JVA and hence, is already an existing obligation. What it did ask is for the petitioners to maintain a strong security force at all times over the area, in keeping with their commitment to secure the area from the influx of illegal settlers and occupant. To be sure, to "maintain" means "to continue", "to carry on", to "hold or keep in any particular state or condition" and presupposes an obligation that already began. Thus, contrary to petitioner's submissions, the question of whether or not they have the obligation to provide security in the area is not at all an issue in the case below. The issue MAJESTIC presented below is whether or not petitioner should be ordered to maintain a strong security force within the joint venture property. Hence, in issuing the assailed orders, the public respondent prejudged no issue that is yet to be resolved after the parties shall have presented their evidence.
Our conclusion (that the petitioner's obligation to secure and protect the joint venture property is a non-issue in the case below) necessarily explains why the first assailed order -although not in the form of a preliminary mandatory injunction -is nonetheless legally justified. As an established and undisputed interim measure pending the resolution of the case on the merits, we do not see its enforcement as hindrance to whatever negotiations the parties may undertake to settle their dispute.
Nor do we find the principle of reciprocal obligations a justification for petitioner's refusal to perform their commitment of safeguarding the joint venture property. For, while it is true that the JVA gives rise to reciprocal obligations from both parties, these obligations are not necessarily demandable at the same time. MAJESTIC's initial obligation under the JVA is to deliver or surrender to the petitioners the possession of the joint venture property -an obligation it fulfilled upon the execution of the Agreement. MAJESTIC's obligation under the JVA to deliver to the petitioners the titles to the joint venture property and to reimburse them for tenant-related expenses are demandable at later stages of the contract or upon completion of the development, and therefore may not be used by the petitioners as an excuse for not complying with their own currently demandable obligation.
All told, we believe that securing and protecting the area from unlawful elements benefits both the developer and the landowner who are equally keen in safeguarding their interests in the project. Otherwise stated, incursion by unlawful settlers into an unsecured and unprotected joint venture property can only cause great loss and damage to both parties. Reasons of practicality within legal parameters, rather than grave abuse of discretion, therefore underlie the respondent judge's challenged orders.
WHEREFORE, premises considered, we hereby DISMISS the petition for lack of merit.
SO ORDERED.[19] (Emphasis omitted)
- Whether or not the petitioners are obligated to perform their obligations under the JVA, including that of providing round-the-clock security for the subject properties, despite respondents' failure or refusal to acknowledge, or perform their reciprocal obligations there;
- Whether or not the RTC gravely abused its discretion in directing the petitioners to perform their obligations under the JVA, including that of providing round-the-clock security for the subject properties, although the JVA had been suspended due to the parties' disagreement as to how to implement the same;
- Whether or not the RTC gravely abused its discretion in issuing the first and second assailed orders and prematurely resolving and disposing of one of the causes of action of the respondents, which was to provide round-the-clock security for the subject properties, an issue proposed by the respondents, even before the termination of the pre-trial;
- Whether or not the RTC gravely abused its discretion in issuing the first and second assailed orders in clear disregard of the mandatory requirements of Rule 58 of the Rules of Court.[22]
Reciprocal obligations are those which arise from the same cause, and in which each party is a debtor and a creditor of the other, such that the obligation of one is dependent upon the obligation of the other. They are to be performed simultaneously, so that the performance of one is conditioned upon the simultaneous fulfillment of the other. 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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In reciprocal obligations, before a party can demand the performance of the obligation of the other, the former must also perform its own obligation. For its failure to turn over a complete project in accordance with the terms and conditions of the installation contracts, CIGI cannot demand for the payment of the contract price balance from AMC, which, in turn, cannot legally be ordered to pay.[25]
SEQUENCE OF ACTIVITIES (Article XIV of the JVA) | ||
ACTIVITY | OWNER OBLIGATION | DEVELOPER OBLIGATION |
Signing of JVA. | Sign JVA Art. II(b) Deliver any and all documents required for the successful development of the Project Art. V par. 2 Pay real estate taxes Art. II(g) Warrant absolute ownership | Sign JVA Art. V par. 2 Pay real estate taxes Art. IIIa par. 2 Deposit P10M |
DEVELOPER to negotiate immediately with all tenants, settlers, occupants, tillers, cultivators of the land in question. | Art. II(b) Deliver any and all documents required for the successful development of the Project Art. V par. 2 Pay real estate taxes Art. II(c) Allow DEVELOPER to take possession of subject property | Art. V par. 2 Pay real estate taxes Art. II(c) Take possession of the parcels of land Art. III (j) Secure property from invasion of squatters and other elements Art. III (c) To negotiate with occupants |
DEVELOPER to pay and settle all monetary claims of all tenants, settlers, occupants, tillers, cultivators of the land. | Art. II(b) Deliver any and all documents required for the successful development of the Project Art. V par. 2 Pay real estate taxes Art. VI Must consent on the reasonableness of the expenses. | Art. V par. 2 Pay real estate taxes Art. II(c) Take possession of the parcels of land Art. III (j) Secure property from invasion of squatters and other elements Art. III(a) par. 1 Advance expense for settlement and relocation Art. III(a) par. 2 Deposit P10M in a joint account of parties. |
DEVELOPER to relocate and transfer all the tenants, settlers, occupants, tillers, cultivators of the land to their relocation site, and shall endeavor to fulfill the same and the two immediately preceding paragraphs (b & c) up to the extent of 75% accomplishment thereof within a period of one (1) year from date of execution of this Agreement. The remaining 25% of the same requirements shall be fully accomplished within another 6 months from date of expiration of the original one-year period. | Art. II(b) Deliver any and all documents required for the successful development of the Project Art. V par. 2 Pay real estate taxes Art. II(d) Agree to allocate and aggregate a resettlement site within the property subject to mutually accepted conditions. Art. VI Must consent on the reasonableness of the expenses. | Art. V par. 2 Pay real estate taxes Art. III(c) Take possession of the parcels of land Art. III(j) Secure property from invasion of squatters and other elements Art. III(a) par. 1 Advance expense for settlement and relocation Art. III(a)par. 2 Deposit P10M in a joint account of OWNER and DEVELOPER Art. III(c) Relocate the occupants |
DEVELOPER to apply for and secure exemption or conversion permit and such other related requirements needed for the approval of exemption or conversion application of the land in question within a period of one and a half (1 1/2) years from date of execution of this Agreement subject to a six (6) month extension. | Art. II(b) Deliver any and all documents required for the successful development of the Project Art. V par. 2 Pay real estate taxes Art. II(f) Assist DEVELOPER secure exemption from CARL and conversion/reclassification of subject property Art. III(b) Give DEVELOPER authority to apply for exemption, conversion and re-classification. Art. VI Must consent on the reasonableness of the expenses. | Art. V par. 2 Pay real estate taxes Art. II(c) Take possession of the parcels of land Art. III (j) Secure property from invasion of squatters and other elements Art. III(a) Advance expenses for exemption, conversion, re-classification expenses. Art.III(b) secure exemption and conversion permit |
DEVELOPER to lay out a complete Development Plan | Art.III(i) Give written conformity to the development plan | Art. III(d) |
DEVELOPER to apply for and secure all necessary development permit, performance bonds, environmental compliance certificate, license to sell and all other related requirement from the pertinent Municipal Government, DENR, HLURB and other governmental agencies concerned within a period of 2 years from date of execution of this Agreement. | Art. II(b) Deliver any and all documents required for the successful development of the Project Art. V par. 2 Pay real estate taxes | Art. V par. 2 Pay real estate taxes Art. II(c) Take possession of the parcels of land Art. III (j) Secure property from invasion of squatters and other elements Art. III(f) Secure development permit, ECC, License to Sell, etc. |
DEVELOPER construction stage/ground breaking to commence after release of DAR exemption permit or conversion clearance and approval of other required permits by pertinent agencies of the government. | Art. II(b) Deliver any and all documents required for the successful development of the Project Art. V par. 2 Pay real estate taxes | Art. V par. 2 Pay real estate taxes Art. II(c) Take possession of the parcels of land Art. III (j) Secure property from invasion of squatters and other elements Art. III(e) Mobilize development work and solely pay its expenses Art. III(f) Develop the property and solely pay its expenses on necessary permits |
DEVELOPER to secure approval of subdivision plan and technical description from the Bureau of Lands based on the approved scheme and thereafter to petition, follow-up and secure the release of individual titles for all lots in the project in the respective names of the parties form the register of deeds. | Art. II(b) Deliver any and all documents required for the successful development of the Project Art. V par. 2 Pay real estate taxes Art. II(a) Deliver titles to DEVELOPER Art. II(a) Execute Deed of Assignment Art. III(a) Pay all expenses for settlement of claims, relocation, application for exemption, conversion, re-classification. | Art. V par. 2 Pay real estate taxes Art. II(c) Take possession of the parcels of land Art. III (j) Secure property from invasion of squatters and other elements Art. III(k) Process titling of lots |
Market and Sell the property | Fix selling date | Fix selling date |
Owner to reimburse and pay the DEVELOPER |
§ 135. Same; consequences of simultaneous performance. As a consequence of the rule of simultaneous performance, if the party who has not performed his obligation demands performance from the other, the latter may interpose the defense of unfulfilled contract (exceptio non adimpleli contraclus) by virtue of which he cannot be obliged to perform while the other's obligation remains unfulfilled. Hence, the Spanish Supreme Court has ruled that the non-performance of one party is justified if based on the non-performance of the other; that the party who has failed to perform cannot demand performance from the other; and that judicial approval is not necessary to release a party from his obligation, the non-performance of the other being a sufficient defense against any demand for performance by the guilty party.
Another consequence of simultaneous performance is the rule of compensatio morae, that is to say that neither party incurs in delay if the other does not 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 obligations, delay by the other begins.
There have been instances when the Supreme Court has issued a status quo order which, as the very term connotes, is merely intended to maintain the last, actual, peaceable and uncontested state of things which preceded the controversy. This was resorted to when the projected proceedings in the case made the conservation of the status quo desirable or essential, but the affected party neither sought such relief or the allegations in his pleading did not sufficiently make out a case for a temporary restraining order. The status quo order was thus issued motu proprio on equitable considerations. Also, unlike a temporary restraining order or a preliminary injunction, a status quo order is more in the nature of a cease and desist order, since it neither directs the doing or undoing of acts as in the case of prohibitory or mandatory injunctive relief. The further distinction is provided by the present amendment in the sense that, unlike the amended rule on restraining orders, a status quo order does not require the posting of a bond.
It may be observed in this connection that the word "jurisdiction" as used in attachment cases, has reference not only to the authority of the court to entertain the principal action but also to its authority to issue the attachment, as dependent upon the existence of the statutory ground. (6 C. J., 89.) This distinction between jurisdiction to issue the attachment as an ancillary remedy incident to the principal litigation is of importance; as a court's jurisdiction over the main action may be complete, and yet it may lack authority to grant an attachment as ancillary to such action. This distinction between jurisdiction over the ancillary has been recognized by this court in connection with actions involving the appointment of a receiver. Thus in Rocha & Co. vs. Crossfield and Figueras (6 Phil. Rep., 355), a receiver had been appointed without legal justification. It was held that the order making the appointment was beyond the jurisdiction of the court; and though the court admittedly had jurisdiction of the main cause, the order was vacated by this court upon application a writ of certiorari. (See Blanco vs. Ambler, 3 Phil. Rep., 358, Blanco vs. Ambler and McMicking 3 Phil. Rep., 735, Yangco vs. Rohde, 1 Phil. Rep., 404.)
By parity of reasoning it must follow that when a court issues a writ of attachment for which there is no statutory authority, it is acting irregularly and in excess of its jurisdiction, in the sense necessary to justify the Supreme Court in granting relief by the writ of certiorari.