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MIAA v Avia,G.R. No. 180168, February 27, 2012

FACTS:1. MIAA) entered into a contract of lease with herein respondent Avia MIAA) entered into a contract of 

lease with herein respondent Avia to use specific portions of land as well as facilities within NAIAexclusively for the latter's aircraft repair station and chartering operations. The contract was for one (1)

year !eginning "epte#!er 1 1$$% until August &1 1$$1 with a #onthly rental of *%.%%.+. In ,ece#!er 1$$% MIAA issued Ad#inistrative -rder No. 1. Increasing the rates dues and charges for 

the use of its facilities. It however did not reuire Avia to pay the new rental fee.&. After the expiration of the contract A/I0 continued to use and occupy the leased pre#ises giving rise to

an i#plied lease contract on a #onthly !asis. A/I0 ept on paying the original rental fee without proteston the part of MIAA.

2. & years after the expiration of the contact MIAA infor#ed A/I0 through a !illing state#ent dated-cto!er 1$$2 that the #onthly rental over the su!3ect pre#ises was increased to 1$.%!eginning "epte#!er 1 1$$1 which is the date i##ediately following the expiration of the originalcontract of lease. MIAA sought recovery of the difference !etween the increased rental rate and theoriginal rental fee a#ounting to a total of &24&%%.% covering thirty5seven (&4) #onths !etween"epte#!er 1 1$$1 and "epte#!er &1 1$$2. 6eginning -cto!er 1$$2 Avia paid the increased rental

fee.. 7owever it refused to pay the lu#p su# of &24&%%.% sought to !e recovered !y MIAA. /or the

continued refusal of Avia to pay the said lu#p su# its e#ployees were denied access to the leasedpre#ises fro# 8uly 1 1$$4 until March 11 1$$*. This notwithstanding Avia continued paying itsrentals. "u!seuently Avia was granted te#porary access to the leased pre#ises.

. 9ia filed a case with the :T0 for da#ages and the in3unction seeing uninterrupted access to theleased pre#ises recovery of actual and exe#plary da#ages refund of its #onthly rentals with interestat the ti#e that it was denied access to the area !eing rented as well as attorney's fees.

4. MIAA contended that under its lease contract with A/I0 MIAA is allowed to either increase or decreasethe #onthly rental.

*. :T0 ruled in favor of Avia. MIAA appealed the decision however the 0A affir#ed the decision of the:T0 !ut #odified the a#ount of da#ages. 7ence this petition to the "0.

ISSUE:;hether Ad#inistrative -rder No. 1 Authori<ed MIAA to a#end the ter#s and condition of any

contract it entered into without the consent of the other party in this case Avia= N-.

E!": Article 1&% of the 0ivil 0ode provides that >?t@he contracting parties #ay esta!lish such stipulations

clauses ter#s and conditions as they #ay dee# convenient provided they are not contrary to law #orals

good custo#s pu!lic order or pu!lic policy.”

Moreover Article 1&42 of the 0ivil 0ode clearly provides that >?t@he various stipulations of a contract

shall !e interpreted together attri!uting to the dou!tful ones that sense which #ay result fro# all of the#taen 3ointly.> Indeed in construing a contract the provisions thereof should not !e read in isolation !ut inrelation to each other and in their entirety so as to render the# effective having in #ind the intention of theparties and the purpose to !e achieved.4 In other words the stipulations in a contract and other contractdocu#ents should !e interpreted together with the end in view of giving effect to all.

In the present case the 0ourt finds nothing repugnant to law with respect to the uestionedprovisions of the contract of lease !etween petitioner and respondent. It is true that Article II aragraph+.%2 of the 0ontract of ease states that >?a@ny su!seuent a#end#ent to Ad#inistrative -rder No. 2"eries of 1$*+ which will effect a decrease or escalation of the #onthly rental or i#pose new andadditional fees and charges including !ut not li#ited to govern#entBMIAA circulars rules and regulation tothis effect shall !e dee#ed incorporated herein and shall auto#atically a#end this 0ontract insofar as the#onthly rental is concerned.> 7owever the 0ourt agrees with the 0A that the a!oveuoted provision of the

lease contract should not !e read in isolation. :ather it should !e read together with the provisions of  Article 9III aragraph *.1& which provide that >?a@ny a#end#ent alteration or #odification of th?e@

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0ontract shall not !e valid and !inding unless and until #ade in writing and signed !y the parties thereto.>It is clear fro# the foregoing that the intention of the parties is to su!3ect such a#end#ent to the confor#ityof !oth petitioner and respondent. In the instant case there is no showing that respondent gave hisacuiescence to the said a#end#ent or #odification of the contract.

The situation is different with respect to the pay#ents of the increased rental fee #ade !y

respondent !eginning -cto!er 1$$2 !ecause !y then the a#end#ent to the contract was #ade in writingthrough a !ill sent !y petitioner to respondent. The fact that respondent su!seuently settled the said !illproves that he acceded to the increase in rental fee. The sa#e #ay not !e said with respect to theuestioned rental fees sought to !e recovered !y petitioner !etween "epte#!er 1$$1 and "epte#!er 1$$2!ecause no !ill was #ade and forwarded to respondent on the !asis of which it could have given or withheld its confor#ity thereto.

It #ay not !e a#iss to point out that during the a!ove#entioned period respondent continued topay and petitioner ept on receiving the original rental fee of *%.%% withoout any reservations or 

protests fro# the latter.1+ Neither did petitioner indicate in the official receipts it issued that the pay#ents#ade !y respondent constitute only partial fulfill#ent of the latter's o!ligations. Article 1+& of the 0ivil0ode clearly states that >?w@hen the o!ligee accepts the perfor#ance nowing its inco#pleteness or 

irregularity and without expressing any protest or o!3ection the o!ligation is dee#ed fully co#plied with.>/or failing to #ae any protest or o!3ection petitioner is already estopped fro# seeing recovery of thea#ount clai#ed.

 Anent the second issue since it has !een esta!lished that petitioner has no legal !asis in reuiringrespondent to pay additional rental fees fro# "epte#!er 1 1$$1 to "epte#!er &% 1$$2 it thus followsthat petitioner's act of denying respondent and its e#ployees access to the leased pre#ises fro# 8uly 11$$4 until March 11 1$$* !y reason of respondent's non5pay#ent of the said additional fees is liewiseun3ustified.

Cnder aragraph & Article 12 of the 0ivil 0ode the lessor is o!liged >?t@o #aintain the lessee in

the peaceful and adeuate en3oy#ent of the lease for the entire duration of the contract.”

Moreover Article 1* of the sa#e 0ode provides that >?t@he lessee #ay suspend the pay#ent of the rent in case the lessor fails to #ae the necessary repairs or to #aintain the lessee in peaceful and

adeuate en3oy#ent of the property leased.”

/urther#ore as correctly cited !y the :T0 Article 1$ of the 0ivil 0ode provides that >?e@very person#ust in the exercise of his rights and in the perfor#ance of his duties act with 3ustice give everyone his

due and o!serve honesty and good faith.”

 Article ++ of the sa#e 0ode also states that >?e@very person who through an act of perfor#ance !yanother or any other #eans acuires or co#es into possession of so#ething at the expense of the latter without 3ust or legal ground shall return the sa#e to hi#.> In accordance with 3urisprudence there is un3ustenrich#ent when a person un3ustly retains a !enefit to the loss of another or when a person retains #oney

or property of another against the funda#ental principles of 3ustice euity and good conscience. 1&  Theprinciple of un3ust enrich#ent essentially conte#plates pay#ent when there is no duty to pay and theperson who receives the pay#ent has no right to receive it.

In the instant case it is clear that petitioner failed to #aintain respondent in the peaceful andadeuate en3oy#ent of the leased pre#ises !y un3ustifia!ly preventing the latter access thereto.0onseuently in accordance with Article 1* of the 0ivil 0ode respondent had no duty to #ae rentpay#ents. ,espite that respondent still continued to pay the rental fees agreed upon in the originalcontract. Thus it would !e the height of ineuity and in3ustice as well as un3ust enrich#ent on the part of petitioner if the rental fees paid !y respondent during the ti#e that it was denied access to and prevented

fro# using the leased pre#ises !e not returned to it.1âwphi1