SECOND DIVISION
[G.R. No. 137557. October 30, 2000]
DEVELOPMENT BANK OF THE PHILIPPINES, petitioner, vs. HON.
COURT OF APPEALS and SPOUSES NILO and ESPERANZA DE LA PEÑA, respondents.
D E C I S I O N
MENDOZA,
J.:
This is a petition for
review on certiorari of the decision,[1] dated August 7, 1998, and resolution,[2] dated February 11, 1999, of the Court of
Appeals affirming with modification the decision of the Regional Trial Court,
Branch 172, Valenzuela, enjoining petitioner from rescinding the contract it had
executed covering the sale of a parcel of land and ordering respondent spouses,
as vendees, to pay petitioner the amount of P54,200.00.
The facts are undisputed:
Petitioner Development
Bank of the Philippines is the owner of a parcel of land in Bulacan (now Lawang
Bato, Valenzuela, Metro Manila)[3] as evidenced by TCT No. 13351(202029). On August 8, 1983, it sold the land to
respondent spouses Nilo and Esperanza De La Peña under a Deed of Conditional
Sale for P207,000.00.[4] The Deed of Conditional Sale stipulated:
That the down payment shall be P41,400.00 and the balance of
P165,600.00 to be paid in six (6) years on the semi-annual amortization plan at
18% interest per annum. The first
amortization of P23,126.14 shall be due and payable six (6) months from
the date of execution of the Deed of Conditional Sale and all subsequent
amortizations shall be due and payable every six (6) months thereafter;
After the execution of
the contract, the spouses De La Peña constructed a house on the said lot and began
living there. They also introduced
other improvements therein by planting fruit trees and building a small garage.[5] Pursuant to their contract with the DBP,
respondent spouses De La Peña made the following payments:
OR. NO. DATE AMOUNT
261122 June 22, 1983 P 36,000.00
355399 August 4, 1983 5,400.00
828029 March 22, 1984 6,000.00
862947 June 4, 1984 21,000.00
1230133 November 15, 1984 3,000.00
1365914 Feb. 8, 1985 6,000.00
1545272 March 11, 1985 6,000.00
1549511 April 8, 1985 6,000.00
1549641 May 3, 1985 6,000.00
1714171 July 9, 1985 11,400.00
1893683 November 29, 1985 11,400.00
2257661 July 3, 1986 10,000.00
2349229 September 3, 1986 15,000.00
2529065 November 4, 1986 16,000.00
2830513 August 18, 1987 21,000.00
3342166 October 12, 1988 10,000.00
3367039 December 9, 1988 10,000.00
3367193 January 10, 1989 10,000.00
3367500 February 10, 1989 10,000.00
3461778 March 9, 1989 18,000.00
3532008 April 10, 1989 18,800.00
3617235 August 28, 1989 P33,000.00
TOTAL P289,600.00[6]
After making the above
payments, Esperanza De La Peña went to petitioner DBP and asked for the
execution of a Deed of Absolute Sale and for the issuance of the title to the
property.[7] On January 5, 1989, however, respondent
spouses De La Peña were informed by DBP through a letter that there was still a
balance of P221,86.85, broken down as follows, owing from them:
Principal P 150,765.35
Regular Interest 57,121.13
Additional Interest 9,799.01
Penalty Charges 4,182.36
TOTAL P 221,867.85[8]
In another letter, dated
July 11, 1989, DBP demanded from respondent spouses the payment of this amount,
which had increased to P225,855.86 as of June 30, 1989, otherwise, it
would rescind the sale.[9] In reply, respondent spouses, in a letter
dated August 11, 1989, proposed a settlement of the amount through semi-annual
payments over a period of five years.[10]
As the parties failed to
reach an agreement, respondent spouses filed a complaint against petitioner on
January 30, 1990 for specific performance and damages with injunction before
the Regional Trial Court, Valenzuela, Metro Manila.[11] The case was assigned to Branch 172 of the
court. The complaint was later amended
to include a prayer for the issuance of a temporary restraining order to enjoin
the defendant from rescinding the sale and selling the land to interested
buyers.[12]
On March 30, 1993, the
trial court rendered a decision, the dispositive portion of which reads:
WHEREFORE, in view of the foregoing, judgment is hereby rendered,
1. Dismissing the
complaint, as plaintiffs have still to pay the defendant the sum of P54,200.00
as interest to be able to sue for specific performance;
2. The writ of preliminary injunction is hereby declared permanent;
3. Defendant to pay
plaintiffs attorney’s fees in the amount of P30,000.00; and
4. Defendant to pay the costs of suit.
SO ORDERED.[13]
Petitioner filed an
appeal with the Court of Appeals which rendered a decision, dated August 8,
1997, affirming with modification the ruling of the trial court. The dispositive portion of its decision
reads:
WHEREFORE, with the MODIFICATION that the grant of attorney’s fees
is deleted, the appealed Decision is AFFIRMED.[14]
In its resolution, dated
February 11, 1999, the Court of Appeals likewise denied petitioner’s motion for
reconsideration.[15]
Hence, this
petition. Petitioner now contends:
1. BOTH THE TRIAL COURT AND THE COURT OF APPEALS GAVE A MANIFESTLY MISTAKEN AND ABSURD CONSTRUCTION OF THE DEED OF CONDITIONAL SALE CONTRACT (ANNEX “E”).
2. THE HONORABLE COURT OF
APPEALS GRAVELY ERRED AND COMMITTED REVERSIBLE ERROR WHEN IT AFFIRMED THE TRIAL
COURT’S ISSUANCE OF THE INJUNCTION AGAINST PETITIONER DBP PERMANENT.[16]
First. The Court of Appeals held:
A careful reading of the aforequoted
provisions reveals that while the period of payment (six years) and the amount
of the first amortization (P23,126.14) are stipulated, the amount that the
vendees should pay semi-annually is not specified. Since the Deed of Conditional Sale executed by the parties is a
contract of adhesion, i.e., a ready-made contract to which appellees merely
affixed their assent or “adhesion”, as the court a quo correctly found, a
restrictive construction of the obscure provision regarding the amount of
semi-annual amortizations should be
made against the drafter DBP (PAL vs. Court of Appeals, 255 SCRA 48, BPI
Credit vs. Court of Appeals, 204 SCRA 611; Maersk Lines vs. Court of Appeals,
222 SCRA 108; Angeles vs. Calasaz, 135 SCRA 323). It is not disputed that appellant Bank was the party responsible
for the preparation of the Deed of Conditional Sale. Any ambiguity in the contract whose terms are susceptible of
different interpretations must be read against appellant as the party which
drafted the contract (Nacu vs. Court of Appeals, 231 SCRA 237). Thus the contract of the parties must be
interpreted, in so far as the manner and amounts of amortization is concerned,
to be at the option of the vendees, subject only to the condition that the
latter should pay the balance of the purchase price within a period of six
years.[17]
The questioned provision
states:
That the down payment shall be P41,400.00 and the balance of
P165,600.00 to be paid in six (6) years on the semi-annual amortization
plan at 18% interest per annum. The
first amortization of P23,126.14 shall be due and payable six (6) months
from the date of execution of the Deed of Conditional Sale and all subsequent
amortizations shall be due and payable every six (6) months thereafter;[18]
Contrary to the ruling of
the Court of Appeals that the above stipulation fails to specify the monthly
amortization, we find no ground for construing any ambiguity against the DBP as
the party responsible therefor. As
stipulated in the Deed of Conditional Sale, the first amortization was in the
amount of P23,126.14 to be paid six months from the date of the
execution of the contract. Subsequent
amortizations were due and payable every six months thereafter. Such stipulation cannot be construed other
than that the subsequent amortizations should be in the same amount as the
first, to be paid every six months thereafter.
There being no other basis for the payment of the subsequent amortizations,
the reasonable conclusion one can reach is that subsequent payments shall be
made in the same amount as the first payment.
With regard to the
remaining monetary obligation of the private respondents, the question is
whether respondent spouses could be held liable for the interests and penalty
charges considering that they had already paid the full amount of the principal
obligation and petitioner DBP did not object to the late payments made by them.
The contract provided
that “[t]he first amortization of P23,236.14 shall be due and payable six (6)
months from the date of execution of the Deed of Conditional Sale and all
subsequent amortizations shall be due and payable every six (6) months
thereafter.” As the contract was executed on August 8, 1983,[19] the first amortization became due on February
8, 1994 while the next one fell due on August 8 of that year. The subsequent amortizations were to be paid
every six months thereafter, i.e., on February 8 and August 8 of the
following years. Respondent spouses
failed to comply with the schedule of payment of amortizations, their payments
having been actually made as follows:
OR. NO. DATE AMOUNT
261122 June 22, 1983 P 36,000.00
355399 August 4, 1983 5,400.00
828029 March 22, 1984 6,000.00
862947 June 4, 1984 21,000.00
1230133 November 15, 1984 3,000.00
1365914 Feb. 8, 1985 6,000.00
1545272 March 11, 1985 6,000.00
1549511 April 8, 1985 6,000.00
1549641 May 3, 1985 6,000.00
1714171 July 9, 1985 11,400.00
1893683 November 29, 1985 11,400.00
2257661 July 3, 1986 10,000.00
2349229 September 3, 1986 15,000.00
2529065 November 4, 1986 16,000.00
2830513 August 18, 1987 21,000.00
3342166 October 12, 1988 10,000.00
3367039 December 9, 1988 10,000.00
3367193 January 10, 1989 10,000.00
3367500 February 10, 1989 10,000.00
3461778 March 9, 1989 18,000.00
3532008 April 10, 1989 18,800.00
3617235 August 28, 1989 P 33,000.00
TOTAL P 289,600.00[20]
As private respondents
failed to pay on time, they incurred additional interests and penalty charges
which were applied to the payments they already made, pursuant to their
contract which provides in pertinent parts as follows:
8. That the sale shall be subject to penalty charges and additional interest as follows:
a) On sale accounts with amortizations (principal past due and/or regular interest) or portion thereof in arrears for thirty (30) days or less:
i. Additional interest at the basic sale interest per annum computed on total amortizations past due, irrespective of age.
ii. No penalty charge.
b) On sale accounts with amortizations or portion thereof in arrears for more than thirty (30) days:
i. Additional interest as provided above, plus
ii. Penalty charge of 8% per annum.[21]
The payments made by
respondent spouses were applied to their obligation, including interests, in
the following manner:[22]
|
DATE |
OR
NUM-BER |
TOTAL |
PRINCIPAL |
REGULAR
INTEREST |
ADDITIO-NAL
INTEREST |
PENALTY
CHARGES |
ADVANCES/INT.
ON ADV. |
|
6-22-83 |
261122 |
|
|
Down- |
|
|
- |
|
8-04-83 |
355399 |
5,400.00 |
5,400.00 ) |
Payment |
|
|
|
|
3-22-84 |
828029 |
6,000.00 |
- |
|
|
|
- |
|
6-04-84 |
862947 |
21,000.00 |
10,409.95 |
9,460.25 |
645 .22 |
286.82 |
|
|
11-15-84 |
230123 |
3,000.00 |
- |
1,665.66 |
1,018.71 |
315.63 |
- |
|
2-08-85 |
365914 |
6,000.00 |
- |
4,837.37 |
804.84 |
357.79 |
- |
|
3-11-85 |
1545272 |
6,000.00 |
- |
5,006.03 |
891.28 |
102.69 |
- |
|
4-08-85 |
1549510 |
6,000.00 |
- |
5,103.08 |
697.54 |
199.38 |
- |
|
5-03-85 |
1549641 |
6,000.00 |
- |
5,324.97 |
524.97 |
150.06 |
- |
|
7-09-85 |
1714171 |
11,400.00 |
4,428.85 |
5,514.20 |
1,133.31 |
323.94 |
- |
|
11-29-85 |
1893683 |
11,000.00 |
- |
6,352.80 |
3,757.49 |
889.91 |
- |
|
7-03-86 |
2257661 |
10,000.00 |
- |
- |
7,693.45 |
2,306.55 |
- |
|
9-03-86 |
2349229 |
15,000.00 |
- |
9,640.76 |
4,519.05 |
840.19 |
- |
|
11-04-6 |
2529065 |
16,000.00 |
- |
11,120.74 |
3,813.72 |
1,065.54 |
- |
|
8-18-87 |
2830513 |
21,000.00 |
- |
- |
5,664.24 |
5,335.76 |
- |
|
10-13-88 |
3342166 |
10,000.00 |
- |
- |
- |
10,000.00 |
- |
|
12-09-88 |
3367039 |
10,000.00 |
- |
- |
4,937.64 |
5,062.36 |
- |
|
1-10-89 |
3367193 |
10,000.00 |
- |
- |
8,766.53 |
1,233.47 |
- |
|
2-10-89 |
3367500 |
10,000.00 |
- |
- |
8,805.08 |
1,194.92 |
- |
|
3-10-89 |
3461778 |
18,000.00 |
- |
- |
16,920.72 |
1,079.28 |
- |
|
4-10-89 |
3532008 |
18,800.00 |
- |
5,786.19 |
11,646.64 |
1,367.17 |
- |
|
8-28-89 |
3617235 |
33,000.00 |
- |
12,880.57 |
14,122.69 |
5,996.74 |
- |
|
|
|
|
|
|
|
P38,173.90 |
P197.76 |
Hence,
as of June 30, 1989, over and above their payments in the total amount of P289,600.00,
respondent spouses still owed DBP the amount of P225,855.86.[23] By August 15, 1990, this amount ballooned to
P260,945.85, broken down as follows:[24]
Amount of Loan P 207,000.00
UNMATURED OBLIGATION
Principal Matured (8-8-89)
MATURED OBLIGATION
Principal P
150,761.50
Advances 0.00
Regular Interest 57,113.73
AI on PPD & RI 37,086.71
RI on Advances 0.00
Penalty Charge 15,983.91
----------------
Sub Total 260,945.85
TOTAL OBLIGATION 260,945.85
= = = = = =
Daily Interest on UP P 0.00
Daily Interest on PDO P 150.97
The Court of Appeals
ruled:
It is to be noted that appellant did not question the tender of payment by the appellees-vendees in different amounts and on different dates as aforestated. It did not call attention to the amortizations paid by vendees as being wrong or improper. Appellant in fact unqualifiedly accepted the payments. This is tantamount to a waiver on its part to demand for the “correct amount of the amortization, applying the ruling of the Supreme Court in Ocampo vs. Court of Appeals (233 SCRA 551) that the vendor’s unqualified acceptance of payments after the expiration of the period precludes the vendor from raising the issue of late payments and constitutes a waiver of the period. It was only after the appellees asked the appellant to execute the final Deed of Sale that the bank started to demand for payment under its interpretation of the Deed of Conditional Sale threatening rescission thereof, otherwise. As the unqualified acceptance of the payments constituted a waiver of the “correctness” of the amortizations, the same likewise constituted a waiver of the ground to rescind under Art. 1592 of the Civil Code (Ocampo vs. CA, supra).
On the remaining monetary obligation of plaintiffs, we quote with favor and hereby adopt the following computation of the trial court:
“However, considering the terms of the Deed of Conditional Sale that
plaintiffs must pay 18% per annum for the balance of P165,600.00, that
amount of interest is the only amount due from plaintiffs covering a period of
six years, or a total of P178,200.00.
As plaintiffs had paid already a total of P289,600.00, the amount
of P165,000.00 must be deducted therefrom which results to an
overpayment of P124,000.00 on the principal. With this amount of P124,000.00 all what plaintiffs must
pay will only be the amount of P54,200.00 as interest due on the
principal amount of P165,000.00.”[25]
The reliance on Ocampo
v. Court of Appeals[26] is misplaced insofar as
respondent court used
the ruling in said case to
justify its position that
petitioner waived “the correct amount of amortization” to be
paid by private respondents. The case
of Ocampo did not involve interests to be paid by the buyer to the
seller in case of late payments. That
case involved a judicial rescission made by the seller because of the first
buyer’s late payments. In that case,
the seller executed a contract of sale in favor of the first buyer, stipulating
therein that payments should be made in six months. The buyer failed to pay the consideration in full within the
period agreed upon. However, the seller
accepted a partial payment of the balance even if made after the expiration of
the period. The buyer had her adverse
claim annotated on the title of the seller.
Later, the seller sold the land to a second buyer who was able to secure
a title in his name. This Court ruled
in that case that the seller was precluded from raising the issue of late
payments because his unqualified acceptance of payments after the expiration of
the six-month period was a waiver of the period. The Court did not rule in that case that acceptance of late
payments was a waiver on the “correct amount of amortization” due to the
seller. No mention in fact was made by
the Court in Ocampo of the interests to be paid by the buyer.
On the other hand, in
this case, the interest and penalty charges to be paid by private respondents in
case of delay in payments were expressly stipulated in the Conditional Contract
of Sale. Under the Civil Code, parties
to a contract can make stipulations therein provided they are not contrary to
law, morals, good customs, public order or public policy.[27] There being no question as to the validity of the Conditional
Contract of Sale, the DBP correctly
applied the provision on interests and penalty
charges when private respondents failed to pay on the dates agreed
upon. No further notice to private respondents
had to be given to them.
The Court of Appeals
likewise erred in disregarding paragraph 8 of the contract on interests and
penalty charges and concluding that the unpaid balance of private respondents
was merely in the amount of P54,200.00.
In determining the amount of P54,200.00, both the trial cou