conflict of laws cases and reviewer

7/24/2019 Conflict of Laws Cases and Reviewer

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Republic of the PhilippinesSUPREME COURT

Manila

FIRST DIVISION

G.R. No. 128690 January 21, 1999

ABS-CBN BROADCAST NG CORPORAT ON, petitioner,vs.!ONORAB"E COURT O# APPEA"S, REPUB" C BROADCAST NG CORP, $ $A PRODUCT ON,

NC., an% $ CENTE DE" ROSAR O, respondents.

DA$ DE, JR., CJ.:

In this petition for revie on certiorari , petitioner !"S#$"N "roadcastin% $orp. &hereafter !"S#$"N'see(s to reverse and set aside the decision 1 of )* October *++ and the resolution 2 of *- March *++of the $ourt of !ppeals in $!#/.R. $V No. 00*12. The for3er affir3ed ith 3odification the decision & of14 !pril *++) of the Re%ional Trial $ourt &RT$' of 5ue6on $it7, "ranch 4-, in $ivil $ase No. 5#+1#*1)-+.The latter denied the 3otion to reconsider the decision of )* October *++ .

The antecedents, as found b7 the RT$ and adopted b7 the $ourt of !ppeals, are as follo s8

In *++-, !"S#$"N and Viva e9ecuted a Fil3 :9hibition !%ree3ent &:9h. ;!;'hereb7 Viva %ave !"S#$"N an e9clusive ri%ht to e9hibit so3e Viva fil3s. So3eti3e

in Dece3ber *++*, in accordance ith para%raph 1.0 < sic = of said a%ree3ent statin%that >.

*.0 !"S#$"N shall have the ri%ht of first refusal to the ne9t t ent7#four &10' Vivafil3s for TV telecast under such ter3s as 3a7 be a%reed upon b7 the parties hereto,provided, ho ever, that such ri%ht shall be e9ercised b7 !"S#$"N fro3 the actualoffer in ritin%.

Viva, throu%h defendant Del Rosario, offered !"S#$"N, throu%h its vice#president$haro Santos#$oncio, a list of three&)' fil3 pac(a%es &) title' fro3 hich !"S#$"N3a7 e9ercise its ri%ht of first refusal under the afore#said a%ree3ent &:9hs. ;*; par, 1,;1,; ;1#!?? and ;1#";#Viva'. !"S#$"N, ho ever throu%h Mrs. $oncio, ;can tic( off onl7

ten &*-' titles; &fro3 the list' ; e can purchase; &:9h. ;); # Viva' and therefore did notaccept said list &TSN, @une 4, *++1, pp. +#*-'. The titles tic(ed off b7 Mrs. $oncio arenot the subAect of the case at bar e9cept the fil3 ??Ma%in% Sino Ba Man.;

For further enli%hten3ent, this reAection letter dated @anuar7 - , *++1 &:9h ;); #Viva' is hereb7 Cuoted8

@anuar7 *++1


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Dear Vic,

This is not a ver7 for3al business letter I a3 ritin% to 7ou as I ould li(e to e9press37 difficult7 in reco33endin% the purchase of the three fil3 pac(a%es 7ou areofferin% !"S#$"N.

Fro3 a3on% the three pac(a%es I can onl7 tic( off *- titles e can purchase. Pleasesee attached. I hope 7ou ill understand 37 position. Most of the action pictures inthe list do not have bi% action stars in the cast. The7 are not for pri3eti3e. In line

ith this I ish to 3ention that I have not scheduled for telecast several actionpictures in out ver7 first contract because of the cheap production value of these3ovies as ell as the lac( of bi% action stars. !s a fil3 producer, I a3 sure 7ouunderstand hat I a3 tr7in% to sa7 as Viva produces onl7 bi% action pictures.

In fact, I ould li(e to reCuest t o &1' additional runs for these 3ovies as I can onl7schedule the3 in our non#pri3eti3e slots. e have to cover the a3ount that aspaid for these 3ovies because as 7ou ver7 ell (no that non#pri3eti3e advertisin%rates are ver7 lo . These are the unaired titles in the first contract.

*. Bontra Persa < sic =.

1. Raider Platoon.

). Ender%round %uerillas

0. Ti%er $o33and

2. "o7 de Sabo%

. ad7 $o33ando

. "atan% Matadero

4. Rebel7on

I hope 7ou ill consider this reCuest of 3ine.

The other dra3atic fil3s have been offered to us before and have been reAectedbecause of the rulin% of MTR$" to have the3 aired at +8-- p.3. due to their ver7adult the3es.

!s for the *- titles I have choosen < sic = fro3 the ) pac(a%es please considerincludin% all the other Viva 3ovies produced last 7ear. I have Cuite an attractive offerto 3a(e.

Than(in% 7ou and ith 37 ar3est re%ards.

&Si%ned'


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$haroSantos

#$oncio

On Februar7 1 , *++1, defendant Del Rosario approached !"S#$"N?s Ms. $oncio,

ith a list consistin% of 21 ori%inal 3ovie titles & i .e . not 7et aired on television'includin% the *0 titles subAect of the present case, as ell as *-0 re#runs &previousl7aired on television' fro3 hich !"S#$"N 3a7 choose another 21 titles, as a total of*2 titles, proposin% to sell to !"S#$"N airin% ri%hts over this pac(a%e of 21 ori%inalsand 21 re#runs for P -,---,---.-- of hich P)-,---,---.-- ill be in cash andP)-,---,---.-- orth of television spots &:9h. ;0; to ;0#$; VivaG ;+; #Viva'.

On !pril 1, *++1, defendant Del Rosario and !"S#$"N %eneral 3ana%er, :u%enioope6 III, 3et at the Ta3arind /rill Restaurant in 5ue6on $it7 to discuss the

pac(a%e proposal of Viva. hat transpired in that lunch 3eetin% is the subAect ofconflictin% versions. Mr. ope6 testified that he and Mr. Del Rosario alle%edl7 a%reedthat !"S#$RN as %ranted e9clusive fil3 ri%hts to fourteen &*0' fil3s for a total

consideration of P) 3illionG that he alle%edl7 put this a%ree3ent as to the price andnu3ber of fil3s in a ;nap(in?? and si%ned it and %ave it to Mr. Del Rosario &:9h. DGTSN, pp. 10#1 , # 4, @une 4, *++1'. On the other hand, Del Rosario denied havin%3ade an7 a%ree3ent ith ope6 re%ardin% the *0 Viva fil3sG denied the e9istence of a nap(in in hich ope6 rote so3ethin%G and insisted that hat he and ope6discussed at the lunch 3eetin% as Viva?s fil3 pac(a%e offer of *-0 fil3s &21ori%inals and 21 re#runs' for a total price of P - 3illion. Mr. ope6 pro3isin% < sic =to3a(e a counter proposal hich ca3e in the for3 of a proposal contract !nne9 ;$; ofthe co3plaint &:9h. ;*;H# VivaG :9h. ;$; # !"S#$"N'.

On !pril - , *++1, Del Rosario and Mr. /raciano /o6on of R"S Senior vice#president for Finance discussed the ter3s and conditions of Viva?s offer to sell the*-0 fil3s, after the reAection of the sa3e pac(a%e b7 !"S#$"N.

On !pril - , *++1, defendant Del Rosario received throu%h his secretar7, ahand ritten note fro3 Ms. $oncio, &:9h. ;2; # Viva', hich reads8 ; ere?s the draft ofthe contract. I hope 7ou find ever7thin% in order,; to hich as attached a drafte9hibition a%ree3ent &:9h. ;$??# !"S#$"NG :9h. ;+; # Viva, p. )' a counter#proposalcoverin% 2) fil3s, 21 of hich ca3e fro3 the list sent b7 defendant Del Rosario andone fil3 as added b7 Ms. $oncio, for a consideration of P)2 3illion. :9hibit ;$;provides that !"S#$"N is %ranted fil3s ri%ht to 2) fil3s and contains a ri%ht of firstrefusal to ;*++1 Viva Fil3s.; The said counter proposal as ho ever reAected b7Viva?s "oard of Directors


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On 1 Ma7 *++1, !"S#$"N filed before the RT$ a co3plaint for specific perfor3ance ith a pra7erfor a rit of preli3inar7 inAunction andJor te3porar7 restrainin% order a%ainst private respondentsRepublic "roadcastin% $orporation ( &hereafter R"S ', Viva Production &hereafter VIV!', and VicenteDel Rosario. The co3plaint as doc(eted as $ivil $ase No. 5#+1#*1)-+.

On 1 Ma7 *++1, RT$ issued a te3porar7 restrainin% order 6 enAoinin% private respondents fro3

proceedin% ith the airin%, broadcastin%, and televisin% of the fourteen VIV! fil3s subAect of thecontrovers7, startin% ith the fil3 Maging Sino Ka Man , hich as scheduled to be sho n on privaterespondents R"S? channel at seven o?cloc( in the evenin% of said date.

On * @une *++1, after appropriate proceedin%s, the RT$ issued anorder ) directin% the issuance of a rit of preli3inar7 inAunction upon !"S#$"N?s postin% of P)2 3illionbond. !"S#$"N 3oved for the reduction of the bond, 8 hile private respondents 3oved forreconsideration of the order and offered to put up a counterbound. 9

In the 3eanti3e, private respondents filed separate ans ers ith counterclai3. 10 R"S also set up across#clai3 a%ainst VIV!..

On ) !u%ust *++1, the RT$ issued an order 11 dissolvin% the rit of preli3inar7 inAunction upon thepostin% b7 R"S of a P)- 3illion counterbond to ans er for hatever da3a%es !"S#$"N 3i%ht suffer b7virtue of such dissolution. o ever, it reduced petitioner?s inAunction bond to P*2 3illion as a conditionprecedent for the reinstate3ent of the rit of preli3inar7 inAunction should private respondents be unableto post a counterbond.

!t the pre#trial 12 on !u%ust *++1, the parties, upon su%%estion of the court, a%reed to e9plore thepossibilit7 of an a3icable settle3ent. In the 3eanti3e, R"S pra7ed for and as %ranted reasonable ti3e

ithin hich to put up a P)- 3illion counterbond in the event that no settle3ent ould be reached.

!s the parties failed to enter into an a3icable settle3ent R"S posted on * October *++1 acounterbond, hich the RT$ approved in its Order of *2 October *++1. 1&

On *+ October *++1, !"S#$"N filed a 3otion for reconsideration 1' of the ) !u%ust and *2 October*++1 Orders, hich R"S opposed. 1(

On 1+ October *++1, the RT$ conducted a pre#trial. 16

Pendin% resolution of its 3otion for reconsideration, !"S#$"N filed ith the $ourt of !ppeals apetition 1) challen%in% the RT$?s Orders of ) !u%ust and *2 October *++1 and pra7in% for the issuance ofa rit of preli3inar7 inAunction to enAoin the RT$ fro3 enforcin% said orders. The case as doc(eted as$!#/.R. SP No. 1+)--.

On ) Nove3ber *++1, the $ourt of !ppeals issued a te3porar7 restrainin% order 18 to enAoin the airin%,broadcastin%, and televisin% of an7 or all of the fil3s involved in the controvers7.

On *4 Dece3ber *++1, the $ourt of !ppeals pro3ul%ated a decision 19 dis3issin% the petition in $!#/.R. No. 1+)-- for bein% pre3ature. !"S#$"N challen%ed the dis3issal in a petition for revie filed iththis $ourt on *+ @anuar7 *++), hich as doc(eted as /.R. No. *-4) ).

In the 3eanti3e the RT$ received the evidence for the parties in $ivil $ase No. 5#*+1#*1-+.Thereafter, on 14 !pril *++), it rendered a decision 20 in favor of R"S and VIV! and a%ainst !"S#$"Ndisposin% as follo s8


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:R:FOR:, under cool reflection and prescindin% fro3 the fore%oin%, Aud%3entsis rendered in favor of defendants and a%ainst the plaintiff.

&*' The co3plaint is hereb7 dis3issedG

&1' Plaintiff !"S#$"N is ordered to pa7 defendant R"S the follo in%8

a' P*- , 1 .--, the a3ount of pre3iu3 paid b7 R"Sto the suret7 hich issued defendant R"S?s bond tolift the inAunctionG

b' P*+*,40).-- for the a3ount of print advertise3entfor ;Ma%in% Sino Ba Man; in various ne spapersG

c' !ttorne7?s fees in the a3ount of P* 3illionG

d' P2 3illion as and b7 a7 of 3oral da3a%esG

e' P2 3illion as and b7 a7 of e9e3plar7 da3a%esG

&)' For defendant VIV!, plaintiff !"S#$"N is ordered to pa7P1*1,---.-- b7 a7 of reasonable attorne7?s fees.

&0' The cross#clai3 of defendant R"S a%ainst defendant VIV! isdis3issed.

&2' Plaintiff to pa7 the costs.

!ccordin% to the RT$, there as no 3eetin% of 3inds on the price and ter3s of the offer. Thealle%ed a%ree3ent bet een ope6 III and Del Rosario as subAect to the approval of the VIV! "oardof Directors, and said a%ree3ent as disapproved durin% the 3eetin% of the "oard on !pril *++1.

ence, there as no basis for !"S#$"N?s de3and that VIV! si%ned the *++1 Fil3 :9hibition !%ree3ent. Further3ore, the ri%ht of first refusal under the *++- Fil3 :9hibition !%ree3ent hadpreviousl7 been e9ercised per Ms. $oncio?s letter to Del Rosario tic(in% off ten titles acceptable tothe3, hich ould have 3ade the *++1 a%ree3ent an entirel7 ne contract.

On 1* @une *++), this $ourt denied 21 !"S#$"N?s petition for revie in /.R. No. *-4) ), as noreversible error as co33itted b7 the $ourt of !ppeals in its challen%ed decision and the case had;beco3e 3oot and acade3ic in vie of the dis3issal of the 3ain action b7 the court a quo in its decision;of 14 !pril *++).

!%%rieved b7 the RT$?s decision, !"S#$"N appealed to the $ourt of !ppeals clai3in% that there

as a perfected contract bet een !"S#$"N and VIV! %rantin% !"S#$"N the e9clusive ri%ht toe9hibit the subAect fil3s. Private respondents VIV! and Del Rosario also appealed see(in% 3oraland e9e3plar7 da3a%es and additional attorne7?s fees.

In its decision of )* October *++ , the $ourt of !ppeals a%reed ith the RT$ that the contractbet een !"S#$"N and VIV! had not been perfected, absent the approval b7 the VIV! "oard ofDirectors of hatever Del Rosario, it?s a%ent, 3i%ht have a%reed ith ope6 III. The appellate courtdid not even believe !"S#$"N?s evidence that ope6 III actuall7 rote do n such an a%ree3ent on


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a ;nap(in,; as the sa3e as never produced in court. It li(e ise reAected !"S#$"N?s insistence onits ri%ht of first refusal and ratiocinated as follo s8

!s re%ards the 3atter of ri%ht of first refusal, it 3a7 be true that a Fil3 :9hibition !%ree3ent as entered into bet een !ppellant !"S#$"N and appellant VIV! under:9hibit ;!; in *++-, and that para%. *.0 thereof provides8

*.0 !"S#$"N shall have the ri%ht of first refusal to the ne9t t ent7#four &10' VIV! fil3s for TV telecast under such ter3s as 3a7 bea%reed upon b7 the parties hereto, provided, ho ever, that such ri%htshall be e9ercised b7 !"S#$"N ithin a period of fifteen &*2' da7sfro3 the actual offer in ritin% &Records, p. *0'.

< =o ever, it is ver7 clear that said ri%ht of first refusal in favor of !"S#$"N shall stillbe subAect to such ter3s as 3a7 be a%reed upon b7 the parties thereto, and that thesaid ri%ht shall be e9ercised b7 !"S#$"N ithin fifteen &*2' da7s fro3 the actualoffer in ritin%.

Said para%. *.0 of the a%ree3ent :9hibit ;!; on the ri%ht of first refusal did not fi9 theprice of the fil3 ri%ht to the t ent7#four &10' fil3s, nor did it specif7 the ter3s thereof.The sa3e are still left to be a%reed upon b7 the parties.

In the instant case, !"S#$"N?s letter of reAection :9hibit ) &Records, p. 4+' statedthat it can onl7 tic( off ten &*-' fil3s, and the draft contract :9hibit ;$; accepted onl7fourteen &*0' fil3s, hile para%. *.0 of :9hibit ;!?? spea(s of the ne9t t ent7#four &10'fil3s.

The offer of V*V! as so3eti3e in Dece3ber *++* &:9hibits 1, 1#!. 1#"G Records,pp. 4 #44G Decision, p. **, Records, p. **2-', hen the first list of VIV! fil3s assent b7 Mr. Del Rosario to !"S#$"N. The Vice President of !"S#$"N, Ms. $haro

Santos#$oncio, sent a letter dated @anuar7 , *++1 &:9hibit ), Records, p. 4+' here !"S#$"N e9ercised its ri%ht of refusal b7 reAectin% the offer of VIV!.. !s aptl7observed b7 the trial court, ith the said letter of Mrs. $oncio of @anuar7 , *++1,

!"S#$"N had lost its ri%ht of first refusal. !nd even if e rec(on the fifteen &*2' da7period fro3 Februar7 1 , *++1 &:9hibit 0 to 0#$' hen another list as sent to !"S#$"N after the letter of Mrs. $oncio, still the fifteen &*2' da7 period ithin hich !"S#$"N shall e9ercise its ri%ht of first refusal has alread7 e9pired. 22

!ccordin%l7, respondent court sustained the a ard of actual da3a%es consistin% in the cost of printadvertise3ents and the pre3iu3 pa73ents for the counterbond, there bein% adeCuate proof of thepecuniar7 loss hich R"S had suffered as a result of the filin% of the co3plaint b7 !"S#$"N. !s tothe a ard of 3oral da3a%es, the $ourt of !ppeals found reasonable basis therefor, holdin% thatR"S?s reputation as debased b7 the filin% of the co3plaint in $ivil $ase No. 5#+1#*1)-+ and b7 thenon#sho in% of the fil3 ;Ma%in% Sino Ba Man.; Respondent court also held that e9e3plar7 da3a%es

ere correctl7 i3posed b7 a7 of e9a3ple or correction for the public %ood in vie of the filin% of theco3plaint despite petitioner?s (no led%e that the contract ith VIV! had not been perfected, It alsoupheld the a ard of attorne7?s fees, reasonin% that ith !"S#$"N?s act of institutin% $ivil $ase No,5#+1#*1-+, R"S as ;unnecessaril7 forced to liti%ate.; The appellate court, ho ever, reduced thea ards of 3oral da3a%es to P1 3illion, e9e3plar7 da3a%es to P1 3illion, and attorne7?s fees toP2--, ---.--.


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On the other hand, respondent $ourt of !ppeals denied VIV! and Del Rosario?s appeal because itas ;R"S and not VIV! hich as actuall7 preAudiced hen the co3plaint as filed b7 !"S#$"N.;

Its 3otion for reconsideration havin% been denied, !"S#$"N filed the petition in this case,contendin% that the $ourt of !ppeals %ravel7 erred in

I

. . . RE IN/ T !T T :R: !S NO P:RF:$T:D $ONTR!$T ":T ::NP:TITION:R !ND PRIV!T: R:SPOND:NT VIV! NOT IT ST!NDIN/PR:POND:R!N$: OF :VID:N$: !DDE$:D "K P:TITION:R TO T :$ONTR!RK.

II

. . . IN ! !RDIN/ !$TE! !ND $OMP:NS!TORK D!M!/:S IN F!VOR OFPRIV!T: R:SPOND:NT R"S.

III

. . . IN ! !RDIN/ MOR! !ND :L:MP !RK D!M!/:S IN F!VOR OF PRIV!T:R:SPOND:NT R"S.

IV

. . . IN ! !RDIN/ !TTORN:K?S F::S IN F!VOR OF R"S.

!"S#$"N clai3s that it had 7et to full7 e9ercise its ri%ht of first refusal over t ent7#four titles underthe *++- Fil3 :9hibition !%ree3ent, as it had chosen onl7 ten titles fro3 the first list. It insists that

e %ive credence to ope6?s testi3on7 that he and Del Rosario 3et at the Ta3arind /rill Restaurant,discussed the ter3s and conditions of the second list &the *++1 Fil3 :9hibition !%ree3ent' andupon a%ree3ent thereon, rote the sa3e on a paper nap(in. It also asserts that the contract hasalread7 been effective, as the ele3ents thereof, na3el7, consent, obAect, and consideration ereestablished. It then concludes that the $ourt of !ppeals? pronounce3ents ere not supported b7 laand Aurisprudence, as per our decision of * Dece3ber *++2 in Limketkai Sons Milling, Inc. v. Courtof Appeals , 2& hich cited Toyota Sha , Inc. v. Court of Appeals , 2' Ang !u Asuncion v. Court of

Appeals , 2( and "illonco #ealty Company v. $ormaheco. Inc . 26

!nent the actual da3a%es a arded to R"S, !"S#$"N disavo s liabilit7 therefor. R"S spent for thepre3iu3 on the counterbond of its o n volition in order to ne%ate the inAunction issued b7 the trialcourt after the parties had ventilated their respective positions durin% the hearin%s for the purpose.The filin% of the counterbond as an option available to R"S, but it can hardl7 be ar%ued that !"S#

$"N co3pelled R"S to incur such e9pense. "esides, R"S had another available option, i .e ., 3ovefor the dissolution or the inAunctionG or if it as deter3ined to put up a counterbond, it could havepresented a cash bond. Further3ore under !rticle 11-) of the $ivil $ode, the part7 sufferin% loss orinAur7 is also reCuired to e9ercise the dili%ence of a %ood father of a fa3il7 to 3ini3i6e the da3a%esresultin% fro3 the act or o3ission. !s re%ards the cost of print advertise3ents, R"S had notconvincin%l7 established that this as a loss attributable to the non sho in% ;Ma%in% Sino Ba Man;Gon the contrar7, it as brou%ht out durin% trial that ith or ithout the case or the inAunction, R"S

ould have spent such an a3ount to %enerate interest in the fil3.


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!"S#$"N further contends that there as no clear basis for the a ards of 3oral and e9e3plar7da3a%es. The controvers7 involvin% !"S#$"N and R"S did not in an7 a7 ori%inate fro3 businesstransaction bet een the3. The clai3s for such da3a%es did not arise fro3 an7 contractual dealin%sor fro3 specific acts co33itted b7 !"S#$"N a%ainst R"S that 3a7 be characteri6ed as anton,fraudulent, or rec(lessG the7 arose b7 virtue onl7 of the filin% of the co3plaint, !n a ard of 3oral ande9e3plar7 da3a%es is not arranted here the record is bereft of an7 proof that a part7 acted

3aliciousl7 or in bad faith in filin% an action.2)

In an7 case, free resort to courts for redress of ron%s isa 3atter of public polic7. The la reco%ni6es the ri%ht of ever7 one to sue for that hich he honestl7believes to be his ri%ht ithout fear of standin% trial for da3a%es here b7 lac( of sufficient evidence,le%al technicalities, or a different interpretation of the la s on the 3atter, the case ould lose%round. 28 One ho 3a(es use of his o n le%al ri%ht does no inAur7. 29 If da3a%e results front the filin% ofthe co3plaint, it is %amnum a&sque in'uria . &0 "esides, 3oral da3a%es are %enerall7 not a arded in favorof a Auridical person, unless it enAo7s a %ood reputation that as debased b7 the offendin% part7 resultin%in social hu3iliation. &1

!s re%ards the a ard of attorne7?s fees, !"S#$"N 3aintains that the sa3e had no factual, le%al, oreCuitable Austification. In sustainin% the trial court?s a ard, the $ourt of !ppeals acted in cleardisre%ard of the doctrines laid do n in $uan v . Camaganacan &2 that the te9t of the decision shouldstate the reason h7 attorne7?s fees are bein% a ardedG other ise, the a ard should be disallo ed.

"esides, no bad faith has been i3puted on, 3uch less proved as havin% been co33itted b7, !"S#$"N. Ithas been held that ; here no sufficient sho in% of bad faith ould be reflected in a part7? s persistence ina case other than an erroneous conviction of the ri%hteousness of his cause, attorne7?s fees shall not berecovered as cost.; &&

On the other hand, R"S asserts that there as no perfected contract bet een !"S#$"N and VIV!absent an7 3eetin% of 3inds bet een the3 re%ardin% the obAect and consideration of the alle%edcontract. It affir3s that the !"S#$"N?s clai3 of a ri%ht of first refusal as correctl7 reAected b7 thetrial court. R"S insist the pre3iu3 it had paid for the counterbond constituted a pecuniar7 loss upon

hich it 3a7 recover. It as obli%ed to put up the counterbound due to the inAunction procured b7 !"S#$"N. Since the trial court found that !"S#$"N had no cause of action or valid clai3 a%ainstR"S and, therefore not entitled to the rit of inAunction, R"S could recover fro3 !"S#$"N thepre3iu3 paid on the counterbond. $ontrar7 to the clai3 of !"S#$"N, the cash bond ould prove tobe 3ore e9pensive, as the loss ould be eCuivalent to the cost of 3one7 R"S ould fore%o in casethe P)- 3illion ca3e fro3 its funds or as borro ed fro3 ban(s.

R"S li(e ise asserts that it as entitled to the cost of advertise3ents for the cancelled sho in% ofthe fil3 ;Ma%in% Sino Ba Man; because the print advertise3ents ere put out to announce thesho in% on a particular da7 and hour on $hannel , i .e ., in its entiret7 at one ti3e, not a series to besho n on a periodic basis. ence, the print advertise3ent ere %ood and relevant for the particulardate sho in%, and since the fil3 could not be sho n on that particular date and hour because of theinAunction, the e9penses for the advertise3ents had %one to aste.

!s re%ards 3oral and e9e3plar7 da3a%es, R"S asserts that !"S#$"N filed the case and securedinAunctions purel7 for the purpose of harassin% and preAudicin% R"S. Pursuant then to !rticle *+ and

1* of the $ivil $ode, !"S#$"N 3ust be held liable for such da3a%es. Citing Tolentino, &' da3a%es3a7 be a arded in cases of abuse of ri%hts even if the act done is not illicit and there is abuse of ri%hts

ere plaintiff institutes and action purel7 for the purpose of harassin% or preAudicin% the defendant.

In support of its stand that a Auridical entit7 can recover 3oral and e9e3plar7 da3a%es, privaterespondents R"S cite% (eople v . Manero , &( here it as stated that such entit7 3a7 recover 3oral ande9e3plar7 da3a%es if it has a %ood reputation that is debased resultin% in social hu3iliation. it thenratiocinatesG thus8


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There can be no doubt that R"S? reputation has been debased b7 !"S#$"N?s acts inthis case. hen R"S as not able to fulfill its co33it3ent to the vie in% public tosho the fil3 ;Ma%in% Sino Ba Man; on the scheduled dates and ti3es &and on t ooccasions that R"S advertised', it suffered serious e3barrass3ent and socialhu3iliation. hen the sho in% as canceled, late vie ers called up R"S? offices andsubAected R"S to verbal abuse &;!nnounce (a7o nan% announce, hindi nin7o na3an

ilalabas,; ;nanlolo(o 7ata (a7o;' &:9h. )#R"S, par. )'. This alone as not so3ethin%R"S brou%ht upon itself. it as e9actl7 hat !"S#$"N had planned to happen.

The a3ount of 3oral and e9e3plar7 da3a%es cannot be said to be e9cessive. T oreasons Austif7 the a3ount of the a ard.

The first is that the hu3iliation suffered b7 R"S is national e9tent. R"S operations asa broadcastin% co3pan7 is < sic = nation ide. Its clientele, li(e that of !"S#$"N,consists of those ho o n and atch television. It is not an e9a%%eration to state,and it is a 3atter of Audicial notice that al3ost ever7 other person in the countr7

atches television. The hu3iliation suffered b7 R"S is 3ultiplied b7 the nu3ber oftelevie ers ho had anticipated the sho in% of the fil3 ;Ma%in% Sino Ba Man; on

Ma7 14 and Nove3ber ), *++1 but did not see it o in% to the cancellation. !dded tothis are the advertisers ho had placed co33ercial spots for the telecast and toho3 R"S had a co33it3ent in consideration of the place3ent to sho the fil3 in

the dates and ti3es specified.

The second is that it is a co3petitor that caused R"S to suffer the hu3iliation. Thehu3iliation and inAur7 are far %reater in de%ree hen caused b7 an entit7 hoseulti3ate business obAective is to lure custo3ers &vie ers in this case' a a7 fro3 theco3petition. &6

For their part, VIV! and Vicente del Rosario contend that the findin%s of fact of the trial court and the$ourt of !ppeals do not support !"S#$"N?s clai3 that there as a perfected contract. Such factualfindin%s can no lon%er be disturbed in this petition for revie under Rule 02, as onl7 Cuestions of lacan be raised, not Cuestions of fact. On the issue of da3a%es and attorne7s fees, the7 adopted thear%u3ents of R"S.

The (e7 issues for our consideration are &*' hether there as a perfected contract bet een VIV!and !"S#$"N, and &1' hether R"S is entitled to da3a%es and attorne7?s fees. It 3a7 be noted thatthe a ard of attorne7?s fees of P1*1,--- in favor of VIV! is not assi%ned as another error.

I.

The first issue should be resolved a%ainst !"S#$"N. ! contract is a 3eetin% of 3inds bet een t opersons hereb7 one binds hi3self to %ive so3ethin% or to render so3e service to another &) for aconsideration. there is no contract unless the follo in% reCuisites concur8 &*' consent of the contractin%

partiesG &1' obAect certain hich is the subAect of the contractG and &)' cause of the obli%ation, hich isestablished. &8 ! contract under%oes three sta%es8

&a' preparation, conception, or %eneration, hich is the period of ne%otiation andbar%ainin%, endin% at the 3o3ent of a%ree3ent of the partiesG

&b' perfection or birth of the contract, hich is the 3o3ent hen the parties co3e toa%ree on the ter3s of the contractG and


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&c' consu33ation or death, hich is the fulfill3ent or perfor3ance of the ter3sa%reed upon in the contract. &9

$ontracts that are consensual in nature are perfected upon 3ere 3eetin% of the 3inds, Once thereis concurrence bet een the offer and the acceptance upon the subAect 3atter, consideration, andter3s of pa73ent a contract is produced. The offer 3ust be certain. To convert the offer into a

contract, the acceptance 3ust be absolute and 3ust not Cualif7 the ter3s of the offerG it 3ust beplain, uneCuivocal, unconditional, and ithout variance of an7 sort fro3 the proposal. ! Cualifiedacceptance, or one that involves a ne proposal, constitutes a counter#offer and is a reAection of theori%inal offer. $onseCuentl7, hen so3ethin% is desired hich is not e9actl7 hat is proposed in theoffer, such acceptance is not sufficient to %enerate consent because an7 3odification or variationfro3 the ter3s of the offer annuls the offer. '0

hen Mr. Del Rosario of VIV! 3et ith Mr. ope6 of !"S#$"N at the Ta3arind /rill on 1 !pril *++1to discuss the pac(a%e of fil3s, said pac(a%e of *-0 VIV! fil3s as VIV!?s offer to !"S#$"N toenter into a ne Fil3 :9hibition !%ree3ent. "ut !"S#$"N, sent, throu%h Ms. $oncio, a counter#proposal in the for3 of a draft contract proposin% e9hibition of 2) fil3s for a consideration of P)23illion. This counter#proposal could be nothin% less than the counter#offer of Mr. ope6 durin% his

conference ith Del Rosario at Ta3arind /rill Restaurant. $learl7, there as no acceptance ofVIV!?s offer, for it as 3et b7 a counter#offer hich substantiall7 varied the ter3s of the offer.

!"S#$"N?s reliance in Limketkai Sons Milling, Inc. v . Court of Appeals '1 and "illonco #ealty Company v . $ormaheco, Inc ., '2 is 3isplaced. In these cases, it as heldthat an acceptance 3a7 contain a reCuest for certain chan%es in the ter3s of the offer and 7et be abindin% acceptance as lon% as ;it is clear that the 3eanin% of the acceptance is positivel7 anduneCuivocall7 to accept the offer, hether such reCuest is %ranted or not.; This rulin% as, ho ever,reversed in the resolution of 1+ March *++ , '& hich ruled that the acceptance of all offer 3ust beunCualified and absolute, i .e ., it ;3ust be identical in all respects ith that of the offer so as to produceconsent or 3eetin% of the 3inds.;

On the other hand, in Villonco, cite% in i3(et(ai, the alle%ed chan%es in the revised counter#offer

ere not 3aterial but 3erel7 clarificator7 of hat had previousl7 been a%reed upon. It cite% thestate3ent in Stuart v .)ranklin Life Insurance Co . '' that ;a vendor?s chan%e in a phrase of the offer topurchase, hich chan%e does not essentiall7 chan%e the ter3s of the offer, does not a3ount to areAection of the offer and the tender of a counter#offer.; '( o ever, hen an7 of the ele3ents of thecontract is 3odified upon acceptance, such alteration a3ounts to a counter#offer.

In the case at bar, !"S#$"N 3ade no unCualified acceptance of VIV!?s offer. ence, the7under ent a period of bar%ainin%. !"S#$"N then for3ali6ed its counter#proposals or counter#offer ina draft contract, VIV! throu%h its "oard of Directors, reAected such counter#offer, :ven if it beconceded arguen%o that Del Rosario had accepted the counter#offer, the acceptance did not bindVIV!, as there as no proof hatsoever that Del Rosario had the specific authorit7 to do so.

Ender $orporation $ode, '6 unless other ise provided b7 said $ode, corporate po ers, such as thepo erG to enter into contractsG are e9ercised b7 the "oard of Directors. o ever, the "oard 3a7 dele%atesuch po ers to either an e9ecutive co33ittee or officials or contracted 3ana%ers. The dele%ation, e9ceptfor the e9ecutive co33ittee, 3ust be for specific purposes, ') Dele%ation to officers 3a(es the lattera%ents of the corporationG accordin%l7, the %eneral rules of a%enc7 as to the bindin%s effects of their acts

ouldappl7. '8 For such officers to be dee3ed full7 clothed b7 the corporation to e9ercise a po er of the "oard,the latter 3ust speciall7 authori6e the3 to do so. That Del Rosario did not have the authorit7 to accept

!"S#$"N?s counter#offer as best evidenced b7 his sub3ission of the draft contract to VIV!?s "oard of


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Directors for the latter?s approval. In an7 event, there as bet een Del Rosario and ope6 III no 3eetin%of 3inds. The follo in% findin%s of the trial court are instructive8

! nu3ber of considerations 3ilitate a%ainst !"S#$"N?s clai3 that a contract asperfected at that lunch 3eetin% on !pril -1, *++1 at the Ta3arind /rill.

FIRST, Mr. ope6 clai3ed that hat as a%reed upon at the Ta3arind /rill referredto the price and the nu3ber of fil3s, hich he rote on a nap(in. o ever, :9hibit;$; contains numerous provisions hich, ere not %iscusse% at the Tamarin% *rill , if

ope6 testi3on7 as to be believed nor could the7 have been ph7sicall7 ritten on anap(in. There as even doubt as to hether it as a paper nap(in or a cloth nap(in.In short hat ere ritten in :9hibit ;$?? ere not discussed, and therefore could nothave been a%reed upon, b7 the parties. o then could this court co3pel the partiesto si%n :9hibit ;$; hen the provisions thereof ere not previousl7 a%reed upon

S:$OND, Mr. ope6 clai3ed that hat as a%reed upon as the subAect 3atter of thecontract as *0 fil3s. The co3plaint in fact pra7s for deliver7 of *0 fil3s. "ut :9hibit;$; 3entions 2) fil3s as its subAect 3atter. hich is hich If :9hibits ;$; reflected

the true intent of the parties, then !"S#$"N?s clai3 for *0 fil3s in its co3plaint isfalse or if hat it alle%ed in the co3plaint is true, then :9hibit ;$; did not reflect hatas a%reed upon b7 the parties. This underscores the fact that there as no 3eetin%

of the 3inds as to the subAect 3atter of the contracts, so as to preclude perfectionthereof. For settled is the rule that there can be no contract here there is no obAect

hich is its subAect 3atter &!rt. *)*4, N$$'.

T IRD, Mr. ope6 < sic = ans er to Cuestion 1+ of his affidavit testi3on7 &:9h. ;D;'states8

e ere able to reach an a%ree3ent. VIV! %ave us the e9clusivelicense to sho these fourteen &*0' fil3s, and e a%reed to pa7 Vivathe a3ount of P* ,-2-,---.-- as ell as %rant Viva co33ercial slots

orth P*+,+2-,---.--. e had alread7 ear3ar(ed this P* ,-2-,---.--.

hich %ives a total consideration of P) 3illion &P*+,+2-,---.-- plusP* ,-2-,---.--. eCuals P) ,---,---.--'.

On cross#e9a3ination Mr. ope6 testified8

5. hat as ritten in this nap(in

!. The total price, the brea(do n the (no n Viva 3ovies, the bloc(buster 3ovies and the other Viva 3ovies because the price

as bro(en do n accordin%l7. The none < sic = Viva and the sevenother Viva 3ovies and the sharin% bet een the cash portion and theconcerned spot portion in the total a3ount of P)2 3illion pesos.

No , hich is hich P) 3illion or P)2 3illion This ea(ens !"S#$"N?s clai3.

FOERT . Mrs. $oncio, testif7in% for !"S#$"N stated that she trans3itted :9hibit ;$;to Mr. Del Rosario ith a hand ritten note, describin% said :9hibit ;$; as a ;draft.;


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&:9h. ;2; # VivaG tsn pp. 1)#10 @une -4, *++1'. The said draft has a ell defined3eanin%.

Since :9hibit ;$; is onl7 a draft, or a tentative, provisional or preparator7 ritin%prepared for discussion, the ter3s and conditions thereof could not have beenpreviousl7 a%reed upon b7 !"S#$"N and Viva :9hibit ;$?? could not therefore le%all7

bind Viva, not havin% a%reed thereto. In fact, Ms. $oncio ad3itted that the ter3s andconditions e3bodied in :9hibit ;$; ere prepared b7 !"S#$"N?s la 7ers and there

as no discussion on said ter3s and conditions. . . .

!s the parties had not 7et discussed the proposed ter3s and conditions in :9hibit;$,; and there as no evidence hatsoever that Viva a%reed to the ter3s andconditions thereof, said docu3ent cannot be a bindin% contract. The fact that Vivarefused to si%n :9hibit ;$; reveals onl7 t o < sic = ell that it did not a%ree on its ter3sand conditions, and this court has no authorit7 to co3pel Viva to a%ree thereto.

FIFT . Mr. ope6 understand < sic = that hat he and Mr. Del Rosario a%reed upon atthe Ta3arind /rill as onl7 provisional, in the sense that it as subAect to approval

b7 the "oard of Directors of Viva. e testified8

5. No , Mr. itness, and after that Ta3arind 3eetin% ... the second3eetin% herein 7ou clai3ed that 7ou have the 3eetin% of the 3indsbet een 7ou and Mr. Vic del Rosario, hat happened

!. Vic Del Rosario as supposed to call us up and tell us specificall7the result of the discussion ith the "oard of Directors.

5. !nd 7ou are referrin% to the so#called a%ree3ent hich 7ou rotein


13/64

inclusion as part7 defendant has no le%al basis. & Salonga vs . arner $arner


14/64

cause of action. Thus para%raph *1 of R"S?s !ns er ith $ounterclai3 and $ross#clai3 under theheadin% $OENT:R$ !IM specificall7 alle%es8

*1. !"S#$"N filed the co3plaint (no in% full7 ell that it has no cause of actionR"S. !s a result thereof, R"S suffered actual da3a%es in the a3ount ofP , 1*,*+2.)1. (6

Needless to state the a ard of actual da3a%es cannot be co3prehended under the above la onactual da3a%es. R"S could onl7 probabl7 ta(e refu%e under !rticles *+, 1-, and 1* of the $ivil$ode, hich read as follo s8

!rt. *+. :ver7 person 3ust, in the e9ercise of his ri%hts and in the perfor3ance of hisduties, act ith Austice, %ive ever7one his due, and observe honest7 and %ood faith.

!rt. 1-. :ver7 person ho, contrar7 to la , ilfull7 or ne%li%entl7 causes da3a%e toanother, shall inde3nif7 the latter for tile sa3e.

!rt. 1*. !n7 person ho ilfull7 causes loss or inAur7 to another in a 3anner that is

contrar7 to 3orals, %ood custo3s or public polic7 shall co3pensate the latter for theda3a%e.

It 3a7 further be observed that in cases here a rit of preli3inar7 inAunction is issued, the da3a%eshich the defendant 3a7 suffer b7 reason of the rit are recoverable fro3 the inAunctive bond. () In

this case, !"S#$"N had not 7et filed the reCuired bondG as a 3atter of fact, it as(ed for reduction of thebond and even ent to the $ourt of !ppeals to challen%e the order on the 3atter, $learl7 then, it as notnecessar7 for R"S to file a counterbond. ence, !"S#$"N cannot be held responsible for the pre3iu3R"S paid for the counterbond.

Neither could !"S#$"N be liable for the print advertise3ents for ;Ma%in% Sino Ba Man; for lac( ofsufficient le%al basis. The RT$ issued a te3porar7 restrainin% order and later, a rit of preli3inar7inAunction on the basis of its deter3ination that there e9isted sufficient %round for the issuancethereof. Notabl7, the RT$ did not dissolve the inAunction on the %round of lac( of le%al and factualbasis, but because of the plea of R"S that it be allo ed to put up a counterbond.

!s re%ards attorne7?s fees, the la is clear that in the absence of stipulation, attorne7?s fees 3a7 berecovered as actual or co3pensator7 da3a%es under an7 of the circu3stances provided for in

!rticle 11-4 of the $ivil $ode. (8

The %eneral rule is that attorne7?s fees cannot be recovered as part of da3a%es because of thepolic7 that no pre3iu3 should be placed on the ri%ht to liti%ate. (9 The7 are not to be a arded ever7ti3e a part7 ins a suit. The po er of the court to a ard attorne7?s fees under !rticle 11-4 de3andsfactual, le%al, and eCuitable Austification. 60 :ven hen clai3ant is co3pelled to liti%ate ith third personsor to incur e9penses to protect his ri%hts, still attorne7?s fees 3a7 not be a arded here no sufficientsho in% of bad faith could be reflected in a part7?s persistence in a case other than erroneous convictionof the ri%hteousness of his cause. 61

!s to 3oral da3a%es the la is Section *, $hapter ), Title LVIII, "oo( IV of the $ivil $ode. !rticle11* thereof defines hat are included in 3oral da3a%es, hile !rticle 11*+ enu3erates the cases

here the7 3a7 be recovered, !rticle 111- provides that 3oral da3a%es 3a7 be recovered inbreaches of contract here the defendant acted fraudulentl7 or in bad faith. R"S?s clai3 for 3oralda3a%es could possibl7 fall onl7 under ite3 &*-' of !rticle 11*+, thereof hich reads8


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&*-' !cts and actions referred to in !rticles 1*, 1 , 1 , 14, 1+, )-, )1, )0, and )2.

Moral da3a%es are in the cate%or7 of an a ard desi%ned to co3pensate the clai3ant for actualinAur7 suffered. and not to i3pose a penalt7 on the ron%doer. 62 The a ard is not 3eant to enrich theco3plainant at the e9pense of the defendant, but to enable the inAured part7 to obtain 3eans, diversion,or a3use3ents that ill serve to obviate then 3oral sufferin% he has under%one. It is ai3ed at the

restoration, ithin the li3its of the possible, of the spiritual status quo ante , and should be proportionate tothe sufferin% inflicted. 6& Trial courts 3ust then %uard a%ainst the a ard of e9orbitant da3a%esG the7should e9ercise balanced restrained and 3easured obAectivit7 to avoid suspicion that it as due topassion, preAudice, or corruption on the part of the trial court. 6'

The a ard of 3oral da3a%es cannot be %ranted in favor of a corporation because, bein% an artificialperson and havin% e9istence onl7 in le%al conte3plation, it has no feelin%s, no e3otions, no senses,It cannot, therefore, e9perience ph7sical sufferin% and 3ental an%uish, hich call be e9periencedonl7 b7 one havin% a nervous s7ste3. 6( The state3ent in (eople v . Manero 66 and Mam&ulao Lum&erCo . v . (-$ 6) that a corporation 3a7 recover 3oral da3a%es if it ;has a %ood reputation that is debased,resultin% in social hu3iliation; is an o&iter %ictum . On this score alone the a ard for da3a%es 3ust be setaside, since R"S is a corporation.

The basic la on e9e3plar7 da3a%es is Section 2, $hapter ), Title LVIII, "oo( IV of the $ivil $ode.These are i3posed b7 a7 of e9a3ple or correction for the public %ood, in addition to 3oral,te3perate, liCuidated or co3pensator7 da3a%es. 68 The7 are recoverable in cri3inal cases as part ofthe civil liabilit7 hen the cri3e as co33itted ith one or 3ore a%%ravatin% circu3stancesG 69 in Cuasi#contracts, if the defendant acted ith %ross ne%li%enceG )0 and in contracts and Cuasi#contracts, if thedefendant acted in a anton, fraudulent, rec(less, oppressive, or 3alevolent 3anner. )1

It 3a7 be reiterated that the clai3 of R"S a%ainst !"S#$"N is not based on contract, Cuasi#contract,delict, or Cuasi#delict, ence, the clai3s for 3oral and e9e3plar7 da3a%es can onl7 be based on

!rticles *+, 1-, and 1* of the $ivil $ode.

The ele3ents of abuse of ri%ht under !rticle *+ are the follo in%8 &*' the e9istence of a le%al ri%ht or

dut7, &1' hich is e9ercised in bad faith, and &)' for the sole intent of preAudicin% or inAurin% another. !rticle 1- spea(s of the %eneral sanction for all other provisions of la hich do not especiall7provide for their o n sanctionG hile !rticle 1* deals ith acts contra &onus mores , and has thefollo in% ele3entsG &*' there is an act hich is le%al, &1' but hich is contrar7 to 3orals, %oodcusto3, public order, or public polic7, and &)' and it is done ith intent to inAure. )2

Veril7 then, 3alice or bad faith is at the core of !rticles *+, 1-, and 1*. Malice or bad faith i3plies aconscious and intentional desi%n to do a ron%ful act for a dishonest purpose or 3oralobliCuit7. )& Such 3ust be substantiated b7 evidence. )'

There is no adeCuate proof that !"S#$"N as inspired b7 3alice or bad faith. It as honestl7convinced of the 3erits of its cause after it had under%one serious ne%otiations cul3inatin% in itsfor3al sub3ission of a draft contract. Settled is the rule that the adverse result of an action doesnot per se 3a(e the action ron%ful and subAect the actor to da3a%es, for the la could not have3eant to i3pose a penalt7 on the ri%ht to liti%ate. If da3a%es result fro3 a person?s e9ercise of ari%ht, it is %amnum a&sque in'uria . )(

:R:FOR:, the instant petition is /R!NT:D. The challen%ed decision of the $ourt of !ppeals in$!#/.R. $V No, 00*12 is hereb7 R:V:RS:D e9cept as to unappealed a ard of attorne7?s fees infavor of VIV! Productions, Inc. / phi .n0t


16/64

No pronounce3ent as to costs.

SO ORD:R:D.

Melo, Kapunan, Martine+ an% (ar%o 11., concur.

#oo*no*+

* Per !defuin#Dela $ru6, @., ith antin and Ta7ao#@a%uros, @@., concurrin%G #ollo ,0+# -.

1 #ollo , 1.

) Per @ud%e :fren N. !3brosioG #ollo , *)0#* *.

0 RT$ Decision, #ollo , *0 #*0+.

2. This should be Republic "roadcastin% S7ste3, no /M! Net or( Inc., uponapproval b7 the Securities and :9chan%e $o33ission of the chan%e in corporatena3e on 1- Februar7 *++ .

Vol. *, Ori%inal Record &OR', $ivil $ase No. 5#+1#*1)-+, 1 #14, ereafter, ORshall refer to the record of this case.

Vol, * OR, * -#* ).

4 Vol. *, OR, 1* #11-.

+ I% ., *40#1* .

*- I% ., * #*4) &VIV! and Del Rosario'G 111#114 &R"S'.

** I% ., ))*#))1.

*1 I% ., ) +.

*) I% ., )+ .

*0 I% ., )+4#0-1, 0-)#0-0.

*2 I% ., 0- #0-+.

* I% ., 02)#020.

* Vol. 1, OR, 0 2#040.

*4 I% ., 0 0.

*+ I% ., +*)#+14.


17/64

1- I% ., **0-#** G #ollo , *)0#* *.

1* Vol. 1, OR, 1-)-#1-)2.

11 #ollo , 22.

1) 1+- S$R! 21)


18/64

0) 122 S$R! 1 , )+


19/64

& ' In actions for the recover7 of a%es of household helpers, laborers and s(illedor(ersG

&4' In actions for inde3nit7 under or(3en?s co3pensation and e3plo7er?s liabilit7la sG

&+' In a separate civil action to recover civil liabilit7 arisin% fro3 a cri3eG

&*-' hen at least double Audicial costs are a ardedG

&**' In an7 other case here the court dee3s it Aust and eCuitable that attorne7?s feesand e9penses of liti%ation should be recovered.

In all cases, the attorne7?s fees and e9penses of liti%ation 3ust be reasonable.

2+ Firestone Tire Rubber $o3pan7 of the Philippines v. Ines $haves $o. td., *4S$R! )2 ,)24


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) Far :ast "an( and Trust $o3pan7 v. $ourt of !ppeals, 10* S$R! *, 2


21/64

1. hether or not a contract as perfected in the !pril 1, *++1 3eetin% bet een therepresentatives of the t o corporations.2. hether or not a corporation, li(e R"S, is entitled to an a ard of 3oral da3a%esupon %rounds of debased reputation.

!E"D

*. No. There is no proof that a contract as perfected in the said 3eetin%. ope6 testi3on7about the contract bein% ritten in a nap(in is not corroborated because the nap(in asnever produced in court. Further, there is no 3eetin% of the 3inds because Del Rosario soffer as of *-0 fil3s for P - 3illion as not accepted. !nd that the alle%ed counter#offer 3ade b7 ope6 on the sa3e da7 as not also accepted because there s no proof of such.The counter offer can onl7 be dee3ed to have been 3ade da7s after the !pril 1 3eetin%

hen Santos#$oncio sent a letter to Del Rosario containin% the counter#offer. Re%ardless,there as no sho in% that Del Rosario accepted. "ut even if he did accept, suchacceptance ill not bloo3 into a perfected contract because Del Rosario has no authorit7 todo so.

!s a rule, corporate po ers, such as the po erG to enter into contractsG are e9ercised b7 the"oard of Directors. "ut this po er 3a7 be dele%ated to a corporate co33ittee, a corporateofficer or corporate 3ana%er. Such a dele%ation 3ust be clear and specific. In the case atbar, there as no such dele%ation to Del Rosario. The fact that he has to present thecounteroffer to the "oard of Directors of Viva is proof that the contract 3ust be accepted

first b7 the Viva s "oard. ence, even if Del Rosario accepted the counter#offer, it did notresult to a contract because it ill not bind Viva sans authori6ation.

1. No. The a ard of 3oral da3a%es cannot be %ranted in favor of a corporation because,bein% an artificial person and havin% e9istence onl7 in le%al conte3plation, it has nofeelin%s, no e3otions, no senses, It cannot, therefore, e9perience ph7sical sufferin% and3ental an%uish, hich call be e9perienced onl7 b7 one havin% a nervous s7ste3. No 3oralda3a%es can be a arded to a Auridical person. The state3ent in the case of People vsManero and Ma3bulao u3ber vs PN" is a 3ere obiter dictu3 hence it is not bindin% as a

Aurisprudence.

G.R. No. 193707, December 10, 2014

NORMA A. DEL SOCORRO, FOR AND IN BEHALF OF HER MINOR CHILD RODERIGO NOR O !AN"ILSEM , Petitioner , v. ERNS# OHAN BRIN$MAN !AN "ILSEM , Respondent .


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D E C I S I O N

%ERAL#A, J. &

Before the Court is a petition for review on certiorari under Rule 45 of the Rules of Court seeking to reverseand set aside the Orders 1 dated February 1 , !"1" and #epte$ber 1, !"1", respe%tively, of the Regional&rial Court of Cebu City ' RTC-Cebu (, whi%h dis$issed the %ri$inal %ase entitled People of the Philippines v.Ernst Johan Brinkman Van Wilsem do%keted as Cri$inal Case )o. CB*+ 55"-, for violation of Republi% %t'R. .( )o. !/!, otherwise known as the nti+0iolen%e gainst o$en and &heir Children %t of !""4.

&he following fa%ts are %ulled fro$ the re%ords2

3etitioner )or$a . el #o%orro and respondent rnst 6ohan Brink$an 0an ilse$ %ontra%ted $arriage in7olland on #epte$ber !5, 1 ". ! On 6anuary 1 , 1 4, they were blessed with a son na$ed Roderigo )or8o0an ilse$, who at the ti$e of the filing of the instant petition was si9teen '1/( years of age. -

*nfortunately, their $arriage bond ended on 6uly 1 , 1 5 by virtue of a ivor%e e%ree issued by theappropriate Court of 7olland. 4 t that ti$e, their son was only eighteen '1 ( $onths old. 5&hereafter,petitioner and her son %a$e ho$e to the 3hilippines. /

%%ording to petitioner, respondent $ade a pro$ise to provide $onthly support to their son in the a$ount

of &wo 7undred Fifty '!5"( :uildene 'whi%h is e;uivalent to 3hp1


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against respondent on the ground that the fa%ts %harged in the infor$ation do not %onstitute an offense withrespe%t to the respondent who is an alien, the dispositive part of whi%h states2

7 R FOR , the Court finds that the fa%ts %harged in the infor$ation do not %onstitute an offense withrespe%t to the a%%used, he being an alien, and a%%ordingly, orders this %ase ?#=?## .

&he bail bond posted by a%%used rnst 6ohan Brink$an 0an ilse$ for his provisional liberty is hereby

%an%elled 'si%( and ordered released.

#O OR R .

Cebu City, 3hilippines, February 1 , !"1". !!

&hereafter, petitioner filed her =otion for Re%onsideration thereto reiterating respondent>s obligation tosupport their %hild under rti%le 1 5 !- of the Fa$ily Code, thus, failure to do so $akes hi$ liable under R. .)o. !/! whi%h De;ually applies to all persons in the 3hilippines who are obliged to support their $inor%hildren regardless of the obligor>s nationality.E !4

On #epte$ber 1, !"1", the lower %ourt issued an Order !5 denying petitioner>s =otion for Re%onsiderationand reiterating its previous ruling. &hus2

9 9 9 &he argu$ents therein presented are basi%ally a rehash of those advan%ed earlier in the $e$orandu$of the prose%ution. &hus, the %ourt hereby reiterates its ruling that sin%e the a%%used is a foreign national heis not sub8e%t to our national law '&he Fa$ily Code( in regard to a parent>s duty and obligation to givesupport to his %hild. Conse;uently, he %annot be %harged of violating R. . !/! for his alleged failure tosupport his %hild. *nless it is %on%lusively established that R. . !/! applies to a foreigner who fails to givesupport to his %hild, notwithstanding that he is not bound by our do$esti% law whi%h $andates a parent togive su%h support, it is the %onsidered opinion of the %ourt that no prima facie %ase e9ists against thea%%used herein, hen%e, the %ase should be dis$issed.

7 R FOR , the $otion for re%onsideration is hereby )? for la%k of $erit.

#O OR R .

Cebu City, 3hilippines, #epte$ber 1, !"1". !/

7en%e, the present 3etition for Review on Certiorari raising the following issues2

1. hether or not a foreign national has an obligation to support his $inor %hild under 3hilippine lawand

!. hether or not a foreign national %an be held %ri$inally liable under R. . )o. !/! for hisun8ustified failure to support his $inor %hild. !s obligation to support his%hild. 3etitioner %ontends that notwithstanding the e9isten%e of a divor%e de%ree issued in relation to rti%le!/ of the Fa$ily Code, -1 respondent is not e9%used fro$ %o$plying with his obligation to support his $inor%hild with petitioner.

On the other hand, respondent %ontends that there is no suffi%ient and %lear basis presented by petitionerthat she, as well as her $inor son, are entitled to finan%ial support. -! Respondent also added that by reasonof the ivor%e e%ree, he is not obligated to petitioner for any finan%ial support. --

On this point, we agree with respondent that petitioner %annot rely on rti%le 1 5 -4 of the )ew Civil Code inde$anding support fro$ respondent, who is a foreign %iti en, sin%e rti%le 15 -5 of the )ew Civil Codestresses the prin%iple of nationality. ?n other words, insofar as 3hilippine laws are %on%erned, spe%ifi%ally theprovisions of the Fa$ily Code on support, the sa$e only applies to Filipino %iti ens. By analogy, the sa$eprin%iple applies to foreigners su%h that they are governed by their national law with respe%t to fa$ily rightsand duties. -/

&he obligation to give support to a %hild is a $atter that falls under fa$ily rights and duties. #in%e therespondent is a %iti en of 7olland or the )etherlands, we agree with the R&C+Cebu that he is sub8e%t to thelaws of his %ountry, not to 3hilippine law, as to whether he is obliged to give support to his %hild, as well asthe %onse;uen%es of his failure to do so. -sallegation that under the se%ond page of the aforesaid %ovenant, respondent>s obligation to support his %hildis spe%ifi%ally stated, 4/ whi%h was not disputed by respondent.

e likewise agree with petitioner that notwithstanding that the national law of respondent states thatparents have no obligation to support their %hildren or that su%h obligation is not punishable by law, said lawwould still not find appli%ability, in light of the ruling in Bank of &merica (T and !& v. &merican Realt"Corporation 4< to wit2

?n the instant %ase, assu$ing ar)uendo that the nglish @aw on the $atter were properly pleaded andproved in a%%ordan%e with #e%tion !4, Rule 1-! of the Rules of Court and the 8urispruden%e laid down in *ao+ee et al. vs. !"-,on ales said foreign law would still not find appli%ability.

Thus, when the foreign law, judgment or contract is contrary to a sound and established public policy of the forum, the said foreign law, judgment or order shall not be applied.

dditionally, prohibitive laws %on%erning persons, their a%ts or property, and those whi%h have for theirob8e%t publi% order, publi% poli%y and good %usto$s shall not be rendered ineffe%tive by laws or 8udg$entspro$ulgated, or by deter$inations or %onventions agreed upon in a foreign %ountry.

&he publi% poli%y sought to be prote%ted in the instant %ase is the prin%iple i$bedded in our 8urisdi%tionpros%ribing the splitting up of a single %ause of a%tion.

#e%tion 4, Rule ! of the 1 < Rules of Civil 3ro%edure is pertinent K?f two or $ore suits are instituted on the basis of the sa$e %ause of a%tion, the filing of one or a 8udg$entupon the $erits in any one is available as a ground for the dis$issal of the others.=oreover, foreign law should not be applied when its application would work undeniable injusticeto the citizens or residents of the forum. &o give 8usti%e is the $ost i$portant fun%tion of law hen%e, alaw, or 8udg$ent or %ontra%t that is obviously un8ust negates the funda$ental prin%iples of Confli%t of@aws. 4

pplying the foregoing, even if the laws of the )etherlands neither enfor%e a parent>s obligation to support

his %hild nor penali e the non+%o$plian%e therewith, su%h obligation is still duly enfor%eable in the 3hilippinesbe%ause it would be of great in8usti%e to the %hild to be denied of finan%ial support when the latter is entitledthereto.

e e$phasi e, however, that as to petitioner herself, respondent is no longer liable to support his for$erwife, in %onsonan%e with the ruling in !an %uis v. !an %uis , 4 to wit2

s to the effe%t of the divor%e on the Filipino wife, the Court ruled that she should no longer be %onsidered$arried to the alien spouse. Further, she should not be re;uired to perfor$ her $arital duties andobligations. ?t held2


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#o m)'(/)'(, )* 5r' )/e re*5o( e(/ oe*, / )/, ( er o r +) *, 5e/'/'o(er )* /o beco(*' ere */'++ m)rr'e /o 5r' )/e re*5o( e(/ )( */'++ * b8ec/ /o ) ' e * ob+'6)/'o(* ( erAr/'c+e 109, et. se . o / e C' '+ Co e c)((o/ be 8 */ . 3etitioner should not be obliged to live togetherwith, observe respe%t and fidel ity, and render support to private respondent. &he latter should not %ontinueto be one of her heirs with possible rights to %on8ugal property. S e * o + (o/ be '*cr'm'()/e )6)'(*/'( er o ( co (/r ' / e e( * o 8 */'ce )re /o be *er e . ' $phasis added( 5"

Based on the foregoing legal pre%epts, we find that respondent $ay be $ade liable under #e%tion 5'e( and'i( of R. . )o. !/! for un8ustly refusing or failing to give support to petitioner>s son, to wit2

SEC#ION :. &cts of Violence &)ainst Women and Their Children.- &he %ri$e of violen%e against wo$en andtheir %hildren is %o$$itted through any of the following a%ts2 %hanroblesvirtuallawlibrary9 9 9 9

'e( tte$pting to %o$pel or %o$pelling the wo$an or her %hild to engage in %ondu%t whi%h the wo$an orher %hild has the right to desist fro$ or desist fro$ %ondu%t whi%h the wo$an or her %hild has the right toengage in, or atte$pting to restri%t or restri%ting the wo$anJs or her %hildJs freedo$ of $ove$ent or%ondu%t by for%e or threat of for%e, physi%al or other har$ or threat of physi%al or other har$, orinti$idation dire%ted against the wo$an or %hild. &his shall in%lude, but not li$ited to, the following a%ts%o$$itted with the purpose or effe%t of %ontrolling or restri%ting the wo$anJs or her %hildJs $ove$ent or%ondu%t2

9 9 9 9'!( !epriving or threatening to deprive the woman or her children of financial support legally dueher or her family , or deliberately providing the wo$anJs %hildren insuffi%ient finan%ial support

9 9 9 9

'i( Causing $ental or e$otional anguish, publi% ridi%ule or hu$iliation to the wo$an or her %hild, in%luding,but not li$ited to, repeated verbal and e$otional abuse, and denial of financial support or %ustody ofminor children of a%%ess to the wo$anJs %hild %hildren. 51

*nder the aforesaid spe%ial law, the deprivation or denial of finan%ial support to the %hild is %onsidered ana%t of violen%e against wo$en and %hildren.

?n addition, %onsidering that respondent is %urrently living in the 3hilippines, we find strength in petitioner>s%lai$ that the &erritoriality 3rin%iple in %ri$inal law, in relation to rti%le 14 of the )ew Civil Code, applies tothe instant %ase, whi%h provides that2DGpHenal laws and those of publi% se%urity and safety shall beobligatory upon all who live and so8ourn in 3hilippine territory, sub8e%t to the prin%iple of publi% internationallaw and to treaty stipulations.E On this s%ore, it is indisputable that the alleged %ontinuing a%ts ofrespondent in refusing to support his %hild with petitioner is %o$$itted here in the 3hilippines as all of theparties herein are residents of the 3rovin%e of Cebu City. s su%h, our %ourts have territorial 8urisdi%tionover the offense %harged against respondent. ?t is likewise irrefutable that 8urisdi%tion over the respondentwas a%;uired upon his arrest.

Finally, we do not agree with respondent>s argu$ent that granting, but not ad$itting, that there is a legalbasis for %harging violation of R. . )o. !/! in the instant %ase, the %ri$inal liability has been e9tinguishedon the ground of pres%ription of %ri$e 5! under #e%tion !4 of R. . )o. !/!, whi%h provides that2

# C&?O) !4. Prescriptive Period . I %ts falling under #e%tions 5'a( to 5'f( shall pres%ribe in twenty '!"(years. %ts falling under #e%tions 5'g( to 5'?( shall pres%ribe in ten '1"( years.

&he a%t of denying support to a %hild under #e%tion 5'e('!( and 'i( of R. . )o. !/! is a %ontinuingoffense, 5- whi%h started in 1 5 but is still ongoing at present. %%ordingly, the %ri$e %harged in the instant%ase has %learly not pres%ribed.

:iven, however, that the issue on whether respondent has provided support to petitioner>s %hild %alls for ane9a$ination of the probative value of the eviden%e presented, and the truth and falsehood of fa%ts beingad$itted, we hereby re$and the deter$ination of this issue to the R&C+Cebu whi%h has 8urisdi%tion over the%ase.

"HEREFORE , the petition is GRAN#ED. &he Orders dated February 1 , !"1" and #epte$ber 1, !"1",


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respe%tively, of the Regional &rial Court of the City of Cebu are hereby RE!ERSED and SE# ASIDE . &he%ase is REMANDED to the sa$e %ourt to %ondu%t further pro%eedings based on the $erits of the %ase.

SO ORDERED.

Velasco Jr. Chairperson/ Villarama Jr. $endo a 0and Re"es JJ. %on%ur.

"ndnotes &

L esignated %ting =e$ber in lieu of sso%iate 6usti%e Fran%is 7. 6ardele a, per #pe%ial Order )o. 1 /dated )ove$ber ! , !"14

1 3enned by 6udge Bienvenido R. #aniel, 6r. nne9es M M and DBE to 3etition, respe%tively, rollo , pp. !!+!/.

! Rollo , p. /.

- ?d.

4 ?d. at


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'-( 3arents and their legiti$ate %hildren and the legiti$ate and illegiti$ate %hildren of the latter'4( 3arents and their illegiti$ate %hildren and the legiti$ate and illegiti$ate %hildren of the latter and'5( @egiti$ate brothers and sisters, whether of full or half+blood.!4 nne9 DRE to 3etition, rollo , p. 1"!.

!5 nne9 DBE to 3etition, id. at !5.

!/

?d.!< Rollo , p. 1".

! :.R. )o. 1 4 ", 6une !", !"1!, /


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5" ?d. at ! ".

51 #e%tion 5'e( and 'i( of R. . )o. !/!. ' $phasis supplied(

5! Rollo , p. 15.

5- ?n People v. #e %eon /" 3hil.

G.R. No. "-2&6)8 Jun+ 6, 196)

TESTATE ESTATE O# AMOS G. BE"" S, %+ +a +%.PEOP"E/S BAN an% TRUST COMPAN , e9ecutor.MAR A CR ST NA BE"" S an% M R AM PA"MA BE"" S, oppositors#appellants,vs.ED ARD A. BE"" S, ET A"., heirs#appellees.

"icente #. Macasaet an% 1ose 2. "illena for oppositors appellants.(are%es, (o&la%or, Cru+ an% -a+areno for heirs3appellees 4. A. $ellis, et al.5ui'ano an% Arroyo for heirs3appellees . S. $ellis, et al.1. #. $alonkita for appellee (eople6s $ank 7 Trust Company.8+aeta, *i&&s an% 8+aeta for appellee A. $. Allsman.

BENG3ON, J.P., J.:

This is a direct appeal to Es, upon a Cuestion purel7 of la , fro3 an order of the $ourt of FirstInstance of Manila dated !pril )-, *+ 0, approvin% the proAect of partition filed b7 the e9ecutor in$ivil $ase No. ) -4+ therein. 9 ph: .;


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re3ainder shall %o to his seven survivin% children b7 his first and second ives, na3el78 :d ard !."ellis, enr7 !. "ellis, !le9ander "ellis and !nna "ellis !lls3an, :d in /. "ellis, alter S. "ellis,and Doroth7 :. "ellis, in eCual shares. 9 ph: .;


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case falls under the circu3stances 3entioned in the third para%raph of !rticle * in relation to !rticle* of the $ivil $ode.

!rticle * , par. 1, and !rt. *-)+ of the $ivil $ode, render applicable the national la of the decedent,in intestate or testa3entar7 successions, ith re%ard to four ite3s8 &a' the order of successionG &b'the a3ount of successional ri%htsG &e' the intrinsic validit7 of the provisions of the illG and &d' the

capacit7 to succeed. The7 provide that >

!RT. * . Real propert7 as ell as personal propert7 is subAect to the la of the countr7here it is situated.

o ever, intestate and testa3entar7 successions, both ith respect to the order ofsuccession and to the a3ount of successional ri%hts and to the intrinsic validit7 oftesta3entar7 provisions, shall be re%ulated b7 the national la of the person hosesuccession is under consideration, hatever 3a7 he the nature of the propert7 andre%ardless of the countr7 herein said propert7 3a7 be found.

!RT. *-)+. $apacit7 to succeed is %overned b7 the la of the nation of the decedent.

!ppellants ould ho ever counter that !rt. * , para%raph three, of the $ivil $ode, statin% that >

Prohibitive la s concernin% persons, their acts or propert7, and those hich have for theirobAect public order, public polic7 and %ood custo3s shall not be rendered ineffective b7 la sor Aud%3ents pro3ul%ated, or b7 deter3inations or conventions a%reed upon in a forei%ncountr7.

prevails as the e9ception to !rt. * , par. 1 of the $ivil $ode afore#Cuoted. This is not correct.Precisel7, $on%ress %elete% the phrase, ;not ithstandin% the provisions of this and the ne9tprecedin% article; hen the7 incorporated !rt. ** of the old $ivil $ode as !rt. * of the ne $ivil$ode, hile reproducin% ithout substantial chan%e the second para%raph of !rt. *- of the old $ivil

$ode as !rt. * in the ne . It 3ust have been their purpose to 3a(e the second para%raph of !rt. *a specific provision in itself hich 3ust be applied in testate and intestate succession. !s furtherindication of this le%islative intent, $on%ress added a ne provision, under !rt. *-)+, hich decreesthat capacit7 to succeed is to be %overned b7 the national la of the decedent.

It is therefore evident that hatever public polic7 or %ood custo3s 3a7 be involved in our S7ste3 ofle%iti3es, $on%ress has not intended to e9tend the sa3e to the succession of forei%n nationals. Forit has specificall7 chosen to leave, inter alia , the amount of successional ri%hts, to the decedent?snational la . Specific provisions 3ust prevail over %eneral ones.

!ppellants ould also point out that the decedent e9ecuted t o ills > one to %overn his Te9asestate and the other his Philippine estate > ar%uin% fro3 this that he intended Philippine la to%overn his Philippine estate. !ssu3in% that such as the decedent?s intention in e9ecutin% aseparate Philippine ill, it ould not alter the la , for as this $ourt ruled in Miciano v. $rimo , 2- Phil.4 , 4 -, a provision in a forei%ner?s ill to the effect that his properties shall be distributed inaccordance ith Philippine la and not ith his national la , is ille%al and void, for his national lacannot be i%nored in re%ard to those 3atters that !rticle *- > no !rticle * > of the $ivil $odestates said national la should %overn.

The parties ad3it that the decedent, !3os /. "ellis, as a citi6en of the State of Te9as, E.S.!., andthat under the la s of Te9as, there are no forced heirs or le%iti3es. !ccordin%l7, since the intrinsic


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validit7 of the provision of the ill and the a3ount of successional ri%hts are to be deter3ined underTe9as la , the Philippine la on le%iti3es cannot be applied to the testac7 of !3os /. "ellis.

herefore, the order of the probate court is hereb7 affir3ed in toto , ith costs a%ainst appellants. Soordered.

Concepcion, C.1., #eyes, 1.$.L., 2i+on, #egala, Makalintal, =al%ivar, Sanche+ an% Castro, 11.,concur.

#oo*no*+

* e later filed a 3otion pra7in% that as a le%al heir he be included in this case as one of theoppositors#appellantsG to file or adopt the opposition of his sisters to the proAect of partitionGto sub3it his brief after pa7in% his proportionate share in the e9penses incurred in theprintin% of the record on appealG or to allo hi3 to adopt the briefs filed b7 his sisters > butthis $ourt resolved to den7 the 3otion.

1San !ntonio, Te9as as his le%al residence.

) i3 vs. $ollector, ) Phil. 0 1G In re Testate :state of Sunta7, +2 Phil. 2--.

B+445 B+445 , G.R. No. "-2&6)8 Jun+ 6, 196)T:ST!T: :ST!T: OF !MOS /. ": IS, deceased, P:OP : S "!NB TREST $OMP!NK,e9ecutor, M!RI! $RISTIN! ": IS and MIRI!M P! M! ": IS, oppositors#appellants, VS.:D !RD !. ": IS, :T. ! ., heir#appellees/.R. No. #1) 4 @une , *+

F!$TS8 !3os "ellis, born in Te9as, as a citi6en of the State of Te9as and of the Enited States. e had 2le%iti3ate children ith his ife, Mar7 Mallen, ho3 he had divorced, ) le%iti3ate children ith his 1nd

ife, Violet Benned7 and finall7, ) ille%iti3ate children.

Prior to his death, !3os "ellis e9ecuted a ill in the Philippines in hich his distributable estate should bedivided in trust in the follo in% order and 3anner8

a. 10-,--- to his *st ife Mar7 MallenGb. P*1-,--- to his ) ille%iti3ate children at P0-,--- eachGc. The re3ainder shall %o to his survivin% children b7 his *st and 1nd ives, in eCual shares.

SubseCuentl7, !3os "ellis died a resident of San !ntonio, Te9as, ES!. is ill as ad3itted to probate inthe Philippines. The People s "an( and Trust $o3pan7, an e9ecutor of the ill, paid the entire beCuesttherein.

Preparator7 to closin% its ad3inistration, the e9ecutor sub3itted and filed its :9ecutor s Final !ccount,Report of !d3inistration and ProAect of Partition here it reported, inter alia, the satisfaction of the le%ac7of Mar7 Mallen b7 the shares of stoc( a3ountin% to 10-,--- delivered to her, and the le%acies of the )ille%iti3ate children in the a3ount of P0-,--- each or a total of P*1-,---. In the proAect partition, the


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e9ecutor divided the residuar7 estate into eCual portionsfor the benefit of the testator s le%iti3ate children b7 his *st and 1nd 3arria%es.

!3on% the ) ille%iti3ate children, Mari $ristina and Miria3 Pal3a "ellis filed their respective opposition tothe proAect partition on the %round that the7 ere deprived of their le%iti3ates as ille%iti3ate children.

The lo er court denied their respective 3otions for reconsideration.

ISSE:8hether Te9an a of Philippine a 3ust appl7.

RE IN/8It is not disputed that the decedent as both a national of Te9as and a do3icile thereof at the ti3e of hisdeath. So that even assu3in% Te9an has a conflict of la rule providin% that the sa3e ould not result ina reference bac( &renvoi' to Philippine a , but ould still refer to Te9as a .

Nonetheless, if Te9as has conflict rule adoptin% the situs theor7 &le9 rei sitae' callin% for the application of

the la of the place here the properties are situated, renvoi ould arise, since the properties hereinvolved are found in the Philippines. In the absence, ho ever of proofs as to the conflict of la rule ofTe9as, it should not be presu3ed different fro3 our appellants, position is therefore not rested on thedoctrine of renvoi.

The parties ad3it that the decedent, !3os "ellis, as a citi6en of the State of Te9as, ES! and that underthe a s of Te9as, there are no forced heirs or le%iti3ates. !ccordin%l7, since the intrinsic validit7 of theprovision of the ill and the a3ount of successional ri%hts has to be deter3ined under Te9as a , thePhilippine a on le%iti3ates can not be applied to the testate of !3os "ellis.


Manila

:N "!N$

G.R. No. "-22(9( No +7 +r 1, 192)

T+ *a*+ E *a*+ o Jo +:; G. Br57o, JUAN M C ANO, a%75n5 *ra*or, petitioner#appellee,vs.ANDRE BR MO, opponent#appellant.

#oss, La rence an% Selph for appellant.Camus an% 2elga%o for appellee.

ROMUA"DE3, J.:

The partition of the estate left b7 the deceased @oseph /. "ri3o is in Cuestion in this case.


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The Audicial ad3inistrator of this estate filed a sche3e of partition. !ndre "ri3o, one of the brothersof the deceased, opposed it. The court, ho ever, approved it.

The errors hich the oppositor#appellant assi%ns are8

&*' The approval of said sche3e of partitionG &1' denial of his participation in the inheritanceG &)' thedenial of the 3otion for reconsideration of the order approvin% the partitionG &0' the approval of thepurchase 3ade b7 the Pietro ana of the deceased?s business and the deed of transfer of saidbusinessG and &2' the declaration that the Tur(ish la s are i3pertinent to this cause, and the failurenot to postpone the approval of the sche3e of partition and the deliver7 of the deceased?s businessto Pietro an6a until the receipt of the depositions reCuested in reference to the Tur(ish la s.

The appellant?s opposition is based on the fact that the partition in Cuestion puts into effect theprovisions of @oseph /. "ri3o?s ill hich are not in accordance ith the la s of his Tur(ishnationalit7, for hich reason the7 are void as bein% in violation or article *- of the $ivil $ode hich,a3on% other thin%s, provides the follo in%8

Nevertheless, le%al and testa3entar7 successions, in respect to the order of succession as

ell as to the a3ount of the successional ri%hts and the intrinsic validit7 of their provisions,shall be re%ulated b7 the national la of the person hose succession is in Cuestion,hatever 3a7 be the nature of the propert7 or the countr7 in hich it 3a7 be situated.

"ut the fact is that the oppositor did not prove that said testi3entar7 dispositions are not inaccordance ith the Tur(ish la s, inas3uch as he did not present an7 evidence sho in% hat theTur(ish la s are on the 3atter, and in the absence of evidence on such la s, the7 are presu3ed tobe the sa3e as those of the Philippines. & i3 and i3 vs . $ollector of $usto3s, ) Phil., 0 1.'

It has not been proved in these proceedin%s hat the Tur(ish la s are. e, hi3self, ac(no led%es ithen he desires to be %iven an opportunit7 to present evidence on this pointG so 3uch so that he

assi%ns as an error of the court in not havin% deferred the approval of the sche3e of partition until

the receipt of certain testi3on7 reCuested re%ardin% the Tur(ish la s on the 3atter.The refusal to %ive the oppositor another opportunit7 to prove such la s does not constitute an error.It is discretionar7 ith the trial court, and, ta(in% into consideration that the oppositor as %ranteda3ple opportunit7 to introduce co3petent evidence, e find no abuse of discretion on the part of thecourt in this particular. There is, therefore, no evidence in the record that the national la of thetestator @oseph /. "ri3o as violated in the testa3entar7 dispositions in Cuestion hich, not bein%contrar7 to our la s in force, 3ust be co3plied ith and e9ecuted. la phil.net

Therefore, the approval of the sche3e of partition in this respect as not erroneous.

In re%ard to the first assi%n3ent of error hich deals ith the e9clusion of the herein appellant as ale%atee, inas3uch as he is one of the persons desi%nated as such in ill, it 3ust be ta(en intoconsideration that such e9clusion is based on the last part of the second clause of the ill, hichsa7s8

Second. I li(e desire to state that althou%h b7 la , I a3 a Tur(ish citi6en, this citi6enshiphavin% been conferred upon 3e b7 conCuest and not b7 free choice, nor b7 nationalit7 and,on the other hand, havin% resided for a considerable len%th of ti3e in the Philippine Islands

here I succeeded in acCuirin% all of the propert7 that I no possess, it is 37 ish that thedistribution of 37 propert7 and ever7thin% in connection ith this, 37 ill, be 3ade and


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disposed of in accordance ith the la s in force in the Philippine islands, reCuestin% all of37 relatives to respect this ish, other ise, I annul and cancel beforehand hateverdisposition found in this ill favorable to the person or persons ho fail to co3pl7 ith thisreCuest.

The institution of le%atees in this ill is conditional, and the condition is that the instituted le%atees

3ust respect the testator?s ill to distribute his propert7, not in accordance ith the la s of hisnationalit7, but in accordance ith the la s of the Philippines.

If this condition as it is e9pressed ere le%al and valid, an7 le%atee ho fails to co3pl7 ith it, as theherein oppositor ho, b7 his attitude in these proceedin%s has not respected the ill of the testator,as e9pressed, is prevented fro3 receivin% his le%ac7.

The fact is, ho ever, that the said condition is void, bein% contrar7 to la , for article +1 of the civil$ode provides the follo in%8

I3possible conditions and those contrar7 to la or %ood 3orals shall be considered as noti3posed and shall not preAudice the heir or le%atee in an7 3anner hatsoever, even should

the testator other ise provide.

!nd said condition is contrar7 to la because it e9pressl7 i%nores the testator?s national la hen,accordin% to article *- of the civil $ode above Cuoted, such national la of the testator is the one to%overn his testa3entar7 dispositions.

Said condition then, in the li%ht of the le%al provisions above cited, is considered un ritten, and theinstitution of le%atees in said ill is unconditional and conseCuentl7 valid and effective even as to theherein oppositor.

It results fro3 all this that the second clause of the ill re%ardin% the la hich shall %overn it, and tothe condition i3posed upon the le%atees, is null and void, bein% contrar7 to la .

!ll of the re3ainin% clauses of said ill ith all their dispositions and reCuests are perfectl7 valid andeffective it not appearin% that said clauses are contrar7 to the testator?s national la .

Therefore, the orders appealed fro3 are 3odified and it is directed that the distribution of this estatebe 3ade in such a 3anner as to include the herein appellant !ndre "ri3o as one of the le%atees,and the sche3e of partition sub3itted b7 the Audicial ad3inistrator is approved in all other respects,

ithout an7 pronounce3ent as to costs.

So ordered.

Street, Malcolm, Avance;a, "illamor an% 8stran%, 11., concur.

Miciano vs BrimoTITLE: Juan Miciano v Andre Brimo

CITATION: GR No.22595, Novem er !, !92"# 5$ %&i' ()"


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FACTS:

Juan Miciano, judicial administrator of the estate in question, led a scheme ofpartition. Andre Brimo, one of the brothers of the deceased (Joseph Brimo)opposed Micianos participation in the inheritance. Joseph Brimo is a ur!ishciti"en.

ISSUE: #hether ur!ish la$ or %hilippine la$ $ill be the basis on the distributionof Joseph Brimos estates.

HELD:

hou&h the last part of the second clause of the $ill e'pressl said that it bemade and disposed of in accordance $ith the la$s in force in the %hilippine*sland+, this condition, described as impossible conditions, shall be consideredas not imposed and shall not prejudice the heir or le&atee in an manner$hatsoever, even should the testator other$ise provide. *mpossible conditionsare further de ned as those contrar to la$ or &ood morals. hus, national la$of the testator shall &overn in his testamentar dispositions.

he court approved the scheme of partition submitted b the judicialadministrator, in such manner as to include Andre Brimo, as one of the le&atees.


Manila

:N "!N$

G.R. No. "-16)'9 January &1, 196&

N T!E MATTER O# T!E TESTATE ESTATE O# ED ARD E. C!R STENSEN, DECEASED.ADO"#O C. A3NAR, Eecutor an% heir3appellees.Leopol%o M. A&ellera an% 1ovito Salonga for oppositor3appellant.


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"ABRADOR, J.:

This is an appeal fro3 a decision of the $ourt of First Instance of Davao, on. Vicente N. $usi, @r.,presidin%, in Special Proceedin% No. 11 of said court, dated Septe3ber *0, *+0+, approvin% a3on%thin%s the final accounts of the e9ecutor, directin% the e9ecutor to rei3burse Maria uc7 $hristensenthe a3ount of P), -- paid b7 her to elen $hristensen /arcia as her le%ac7, and declarin% Maria

uc7 $hristensen entitled to the residue of the propert7 to be enAo7ed durin% her lifeti3e, and in caseof death ithout issue, one#half of said residue to be pa7able to Mrs. $arrie ouise $. "orton, etc., inaccordance ith the provisions of the ill of the testator :d ard :. $hristensen. The ill ase9ecuted in Manila on March 2, *+2* and contains the follo in% provisions8

). I declare ... that I have but ON: &*' child, na3ed M!RI! E$K $ RIST:NS:N &no Mrs."ernard Dane7', ho as born in the Philippines about t ent7#ei%ht 7ears a%o, and ho isno residin% at No. 2 Rod%er Koun% Villa%e, os !n%eles, $alifornia, E.S.!.

0. I further declare that I no have no livin% ascendants, and no descendants e9cept 37above na3ed dau%hter, M!RI! E$K $ RIST:NS:N D!N:K.

9 9 9 9 9 9 9 9 9

. I %ive, devise and beCueath unto M!RI! : :N $ RIST:NS:N, no 3arried to:duardo /arcia, about ei%hteen 7ears of a%e and ho, not ithstandin% the fact that she asbapti6ed $hristensen, is not in an7 a7 related to 3e, nor has she been at an7 ti3e adoptedb7 3e, and ho, fro3 all infor3ation I have no resides in :%pit, Di%os, Davao, Philippines,the su3 of T R:: T OES!ND SIL ENDR:D P:SOS &P), --.--', Philippine $urrenc7the sa3e to be deposited in trust for the said Maria elen $hristensen ith the Davao"ranch of the Philippine National "an(, and paid to her at the rate of One undred Pesos&P*--.--', Philippine $urrenc7 per 3onth until the principal thereof as ell as an7 interest

hich 3a7 have accrued thereon, is e9hausted..

9 9 9 9 9 9 9 9 9*1. I hereb7 %ive, devise and beCueath, unto 37 ell#beloved dau%hter, the said M!RI!

E$K $ RIST:NS:N D!N:K &Mrs. "ernard Dane7', no residin% as aforesaid at No. 2Rod%er Koun% Villa%e, os !n%eles, $alifornia, E.S.!., all the inco3e fro3 the rest,re3ainder, and residue of 37 propert7 and estate, real, personal andJor 3i9ed, of

hatsoever (ind or character, and heresoever situated, of hich I 3a7 be possessed at 37death and hich 3a7 have co3e to 3e fro3 an7 source hatsoever, durin% her lifeti3e8 ....

It is in accordance ith the above#Cuoted provisions that the e9ecutor in his final account and proAectof partition ratified the pa73ent of onl7 P), -- to elen $hristensen /arcia and proposed that theresidue of the estate be transferred to his dau%hter, Maria uc7 $hristensen.

Opposition to the approval of the proAect of partition as filed b7 elen $hristensen /arcia, insofaras it deprives her & elen' of her le%iti3e as an ac(no led%ed natural child, she havin% beendeclared b7 Es in /.R. Nos. #**04)#40 an ac(no led%ed natural child of the deceased :d ard :.$hristensen. The le%al %rounds of opposition are &a' that the distribution should be %overned b7 thela s of the Philippines, and &b' that said order of distribution is contrar7 thereto insofar as it denies to

elen $hristensen, one of t o ac(no led%ed natural children, one#half of the estate in fullo nership. In a3plification of the above %rounds it as alle%ed that the la that should %overn theestate of the deceased $hristensen should not be the internal la of $alifornia alone, but the entirela thereof because several forei%n ele3ents are involved, that the foru3 is the Philippines and


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even if the case ere decided in $alifornia, Section +0 of the $alifornia $ivil $ode, hich reCuiresthat the do3icile of the decedent should appl7, should be applicable. It as also alle%ed that Maria

elen $hristensen havin% been declared an ac(no led%ed natural child of the decedent, she isdee3ed for all purposes le%iti3ate fro3 the ti3e of her birth.

The court belo ruled that as :d ard :. $hristensen as a citi6en of the Enited States and of the

State of $alifornia at the ti3e of his death, the successional ri%hts and intrinsic validit7 of theprovisions in his ill are to be %overned b7 the la of $alifornia, in accordance ith hich a testatorhas the ri%ht to dispose of his propert7 in the a7 he desires, because the ri%ht of absolute do3inionover his propert7 is sacred and inviolable &In re McDaniel?s :state, $al. !ppl. 1d 4 , * P. 1d+21, and In re Bauf3an, ** $al. 14 , 0+ Pac. *+1, cited in pa%e * +, Record on !ppeal'. Oppositor Maria elen $hristensen, throu%h counsel, filed various 3otions for reconsideration, but these eredenied. ence, this appeal.

The 3ost i3portant assi%n3ents of error are as follo s8

I

T : O :R $OERT :RR:D IN I/NORIN/ T : D:$ISION OF T : ONOR!" : SEPR:M:$OERT T !T : :N IS T : !$BNO :D/:D N!TER! $ I D OF :D !RD :.$ RIST:NS:N !ND, $ONS:5E:NT K, IN D:PRIVIN/ :R OF :R @EST S !R: IN T :IN :RIT!N$:.

II

T : O :R $OERT :RR:D IN :NTIR: K I/NORIN/ !NDJOR F!I IN/ TO R:$O/NI : T ::LIST:N$: OF S:V:R! F!$TORS, : :M:NTS !ND $IR$EMST!N$:S $! IN/ FOR T :

!PP I$!TION OF INT:RN! ! .

III

T : O :R $OERT :RR:D IN F!I IN/ TO R:$O/NI : T !T END:R INT:RN!TION! ! ,P!RTI$E !R K END:R T : R:NVOI DO$TRIN:, T : INTRINSI$ V! IDITK OF T :T:ST!M:NT!RK DISPOSITION OF T : DISTRI"ETION OF T : :ST!T: OF T : D:$:!S:D:D !RD :. $ RIST:NS:N S OE D ": /OV:RN:D "K T : ! S OF T : P I IPPIN:S.

IV

T : O :R $OERT :RR:D IN NOT D:$ !RIN/ T !T T : S$ :DE : OF DISTRI"ETIONSE"MITT:D "K T : :L:$ETOR IS $ONTR!RK TO T : P I IPPIN: ! S.

V

T : O :R $OERT :RR:D IN NOT D:$ !RIN/ T !T END:R T : P I IPPIN: ! S: :N $ RIST:NS:N /!R$I! IS :NTIT :D TO ON:# ! F &*J1' OF T : :ST!T: IN FE

O N:RS IP.

There is no Cuestion that :d ard :. $hristensen as a citi6en of the Enited States and of the Stateof $alifornia at the ti3e of his death. "ut there is also no Cuestion that at the ti3e of his death he

as do3iciled in the Philippines, as itness the follo in% facts ad3itted b7 the e9ecutor hi3self inappellee?s brief8


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In the proceedin%s for ad3ission of the ill to probate, the facts of record sho that thedeceased :d ard :. $hristensen as born on Nove3ber 1+, *4 2 in Ne Kor( $it7, N.K.,E.S.!.G his first arrival in the Philippines, as an appointed school teacher, as on @ul7 *,*+-*, on board the E.S. !r37 Transport ;Sheridan; ith Port of :3bar(ation as the $it7 ofSan Francisco, in the State of $alifornia, E.S.!. e sta7ed in the Philippines until *+-0.

In Dece3ber, *+-0, Mr. $hristensen returned to the Enited States and sta7ed there for thefollo in% nine 7ears until *+*), durin% hich ti3e he resided in, and as teachin% school inSacra3ento, $alifornia.

Mr. $hristensen?s ne9t arrival in the Philippines as in @ul7 of the 7ear *+*). o ever, in*+14, he a%ain departed the Philippines for the Enited States and ca3e bac( here thefollo in% 7ear, *+1+. So3e nine 7ears later, in *+)4, he a%ain returned to his o n countr7,and ca3e bac( to the Philippines the follo in% 7ear, *+)+.

herefore, the parties respectfull7 pra7 that the fore%oin% stipulation of facts be ad3ittedand approved b7 this onorable $ourt, ithout preAudice to the parties adducin% otherevidence to prove their case not covered b7 this stipulation of facts. 9 ph: .;


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place here he has no do3icile. The 3an ith t o ho3es, bet een hich he divides histi3e, certainl7 resides in each one, hile livin% in it. "ut if he ent on business hich ouldreCuire his presence for several ee(s or 3onths, he 3i%ht properl7 be said to havesufficient connection ith the place to be called a resident. It is clear, ho ever, that, if hetreated his settle3ent as continuin% onl7 for the particular business in hand, not %ivin% up hisfor3er ;ho3e,; he could not be a do3iciled Ne Kor(er. !cCuisition of a do3icile of choice

reCuires the e9ercise of intention as ell as ph7sical presence. ;Residence si3pl7 reCuiresbodil7 presence of an inhabitant in a %iven place, hile do3icile reCuires bodil7 presence inthat place and also an intention to 3a(e it one?s do3icile.; Residence, ho ever, is a ter3used ith 3an7 shades of 3eanin%, fro3 the 3erest te3porar7 presence to the 3ostper3anent abode, and it is not safe to insist that an7 one use et the onl7 proper one.&/oodrich, p. 1+'

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