Republic of the Philippines SUPREME COURT Manila FIRST DIVISION G. R. No.

158149 February 9, 2006

BOSTON B N! OF T"E P"#$#PP#NES, %&or'er(y B N! OF COMMERCE), Petitioner, vs. PER$ P. M N $O a*+ C R$OS M N $O, ,R., Respondents. D C $$E,O, SR., J.: "efore us is a Petition for Revie# on !ertiorari of the Decision $ of the !ourt of %ppeals &!%' in !%( ).R. !V No. *+*,- affir.in/, on appeal, the Decision0 of the Re/ional Trial !ourt &RT!' of 1ue2on !it3, "ranch 4-, in !ivil !ase No. 1(-4(546,. The %ntecedents The 7avierville state, Inc. &7 I' #as the o#ner of parcels of land in 1ue2on !it3, 8no#n as the 7avierville state Subdivision, #ith an area of *0 hectares. 7 I caused the subdivision of the propert3 into residential lots, #hich #as then offered for sale to individual lot bu3ers. 5 On Septe.ber -, $49+, 7 I, throu/h its )eneral Mana/er, %ntonio Ra.os, as vendor, and The Overseas "an8 of Manila &O"M', as vendee, e:ecuted a ;Deed of Sale of Real state; over so.e residential lots in the subdivision, includin/ <ot $, "loc8 0, #ith an area of 46+., s=uare .eters, and <ot 0, "loc8 0, #ith an area of -50.-6 s=uare .eters. The transaction #as sub>ect to the approval of the "oard of Directors of O"M, and #as covered b3 real estate .ort/a/es in favor of the Philippine National "an8 as securit3 for its account a.ountin/ to P,,$-+,666.66, and the !entral "an8 of the Philippines as securit3 for advances a.ountin/ to P00,$-,,$45.+*.* Nevertheless, 7 I continued sellin/ the residential lots in the subdivision as a/ent of O"M. , So.eti.e in $4+0, then 7 I president .erito Ra.os, ?r. contracted the services of n/r. !arlos Manalo, ?r. #ho #as in business of drillin/ deep #ater #ells and installin/ pu.ps under the business na.e @urricane !o..ercial, Inc. For P5*,--+.99, Manalo, ?r. installed a #ater pu.p at Ra.osA residence at the corner of %urora "oulevard and Batipunan %venue, 1ue2on !it3. Manalo, ?r. then proposed to 7 I, throu/h Ra.os, to purchase a lot in the 7avierville subdivision, and offered as part of the do#npa3.ent the P5*,--+.99 Ra.os o#ed hi.. 7 I, throu/h Ra.os, a/reed. In a letter dated Februar3 -, $4+0, Ra.os re=uested Manalo, ?r. to choose #hich lots he #anted to bu3 so that the price of the lots and the ter.s of pa3.ent could be fi:ed and incorporated in the conditional sale.9 Manalo, ?r. .et #ith Ra.os and infor.ed hi. that he and his #ife Perla had chosen <ots $ and 0 of "loc8 0 #ith a total area of $,+*6.5 s=uare .eters. In a letter dated %u/ust 00, $4+0 to Perla Manalo, Ra.os confir.ed the reservation of the lots. @e also pe//ed the price of the lots at P066.66 per s=uare .eter, or a total of P5*-,696.66, #ith a 06C do#n pa3.ent of the purchase price a.ountin/ to P94,9$0.66 less the P5*,--+.99 o#in/ fro. !ISION

Ra.os, pa3able on or before Dece.ber 5$, $4+0D the correspondin/ !ontract of !onditional Sale #ould then be si/ned on or before the sa.e date, but if the sellin/ operations of 7 I resu.ed after Dece.ber 5$, $4+0, the balance of the do#npa3.ent #ould fall due then, and the spouses #ould si/n the aforesaid contract #ithin five &,' da3s fro. receipt of the notice of resu.ption of such sellin/ operations. It #as also stated in the letter that, in the .eanti.e, the spouses .a3 introduce i.prove.ents thereon sub>ect to the rules and re/ulations i.posed b3 7 I in the subdivision. Perla Manalo confor.ed to the letter a/ree.ent.+ The spouses Manalo too8 possession of the propert3 on Septe.ber 0, $4+0, constructed a house thereon, and installed a fence around the peri.eter of the lots. In the .eanti.e, .an3 of the lot bu3ers refused to pa3 their .onthl3 install.ents until the3 #ere assured that the3 #ould be issued Torrens titles over the lots the3 had purchased. - The spouses Manalo #ere notified of the resu.ption of the sellin/ operations of 7 I.4 @o#ever, the3 did not pa3 the balance of the do#npa3.ent on the lots because Ra.os failed to prepare a contract of conditional sale and trans.it the sa.e to Manalo for their si/nature. On %u/ust $*, $4+5, Perla Manalo #ent to the 7 I office and re=uested that the pa3.ent of the a.ount representin/ the balance of the do#npa3.ent be deferred, #hich, ho#ever, 7 I re>ected. On %u/ust $6, $4+5, 7 I furnished her #ith a state.ent of their account as of ?ul3 5$, $4+5, sho#in/ that the3 had a balance of P5*,+0*.5* on the do#npa3.ent of the t#o lots after deductin/ the account of Ra.os, plus P5,-$4.9-$6 interest thereon fro. Septe.ber $, $4+0 to ?ul3 5$, $4+5, and that the interests on the unpaid balance of the purchase price ofP0+-,**-.66 fro. Septe.ber $, $4+0 to ?ul3 5$, $4+5 a.ounted to P56,904.0-.$$ The spouses #ere infor.ed that the3 #ere bein/ billed for said unpaid interests.$0 On ?anuar3 0,, $4+*, the spouses Manalo received another state.ent of account fro. 7 I, inclusive of interests on the purchase price of the lots. $5 In a letter dated %pril 9, $4+* to 7 I, Manalo, ?r. stated the3 had not 3et received the notice of resu.ption of <eiAs sellin/ operations, and that there had been no arran/e.ent on the pa3.ent of interestsD hence, the3 should not be char/ed #ith interest on the balance of the do#npa3.ent on the propert3. $* Further, the3 de.anded that a deed of conditional sale over the t#o lots be trans.itted to the. for their si/natures. @o#ever, 7 I i/nored the de.ands. !onse=uentl3, the spouses refused to pa3 the balance of the do#npa3.ent of the purchase price.$, So.eti.e in ?une $4+9, Manalo, ?r. constructed a business si/n in the side#al8 near his house. In a letter dated ?une $+, $4+9, 7 I infor.ed Manalo, ?r. that business si/ns #ere not allo#ed alon/ the side#al8. It de.anded that he re.ove the sa.e, on the /round, a.on/ others, that the side#al8 #as not part of the land #hich he had purchased on install.ent basis fro. 7 I. $9 Manalo, ?r. did not respond. 7 I reiterated its de.and on Septe.ber $,, $4++. $+ Subse=uentl3, 7 I turned over its sellin/ operations to O"M, includin/ the receivables for lots alread3 contracted and those 3et to be sold.$- On Dece.ber -, $4++, O"M #arned Manalo, ?r., that ;puttin/ up of a business si/n is specificall3 prohibited b3 their contract of conditional sale; and that his failure to co.pl3 #ith its de.and #ould i.pel it to avail of the re.edies as provided in their contract of conditional sale.$4 Mean#hile, on Dece.ber ,, $4+4, the Re/ister of Deeds issued Transfer !ertificate of Title &T!T' No. T(09,-00 over <ot $, "loc8 0, and T!T No. T(09,-05 over <ot 0, "loc8 0, in favor of the

O"M.06 The lien in favor of the !entral "an8 of the Philippines #as annotated at the dorsal portion of said title, #hich #as later cancelled on %u/ust *, $4-6. 0$ Subse=uentl3, the !o..ercial "an8 of Manila &!"M' ac=uired the 7avierville state fro. O"M. !"M #rote dilberto N/, the president of 7avierville @o.eo#ners %ssociation that, as of ?anuar3 5$, $4-5, Manalo, ?r. #as one of the lot bu3ers in the subdivision. 00 !"M reiterated in its letter to N/ that, as of ?anuar3 0*, $4-*, Manalo #as a ho.eo#ner in the subdivision. 05 In a letter dated %u/ust ,, $4-9, the !"M re=uested Perla Manalo to stop an3 on(/oin/ construction on the propert3 since it &!"M' #as the o#ner of the lot and she had no per.ission for such construction.0* She a/reed to have a conference .eetin/ #ith !"M officers #here she infor.ed the. that her husband had a contract #ith O"M, throu/h 7 I, to purchase the propert3. Ehen as8ed to prove her clai., she pro.ised to send the docu.ents to !"M. @o#ever, she failed to do so.0, On Septe.ber ,, $4-9, !"M reiterated its de.and that it be furnished #ith the docu.ents pro.ised,09 but Perla Manalo did not respond. On ?ul3 0+, $4-+, !"M filed a co.plaint0+ for unla#ful detainer a/ainst the spouses #ith the Metropolitan Trial !ourt of 1ue2on !it3. The case #as doc8eted as !ivil !ase No. ,$9$-. !"M clai.ed that the spouses had been unla#full3 occup3in/ the propert3 #ithout its consent and that despite its de.ands, the3 refused to vacate the propert3. The latter alle/ed that the3, as vendors, and 7 I, as vendee, had a contract of sale over the lots #hich had not 3et been rescinded. 0Ehile the case #as pendin/, the spouses Manalo #rote !"M to offer an a.icable settle.ent, pro.isin/ to abide b3 the purchase price of the propert3 &P5$5,$+0.5*', per a/ree.ent #ith 7 I, throu/h Ra.os. @o#ever, on ?ul3 0-, $4--, !"M #rote the spouses, throu/h counsel, proposin/ that the price of P$,,66.66 per s=uare .eter of the propert3 #as a reasonable startin/ point for ne/otiation of the settle.ent. 04 The spouses re>ected the counter proposal, 56 e.phasi2in/ that the3 #ould abide b3 their ori/inal a/ree.ent #ith 7 I. !"M .oved to #ithdra# its co.plaint 5$ because of the issues raised.50 In the .eanti.e, the !"M #as rena.ed the "oston "an8 of the Philippines. %fter !"M filed its co.plaint a/ainst the spouses Manalo, the latter filed a co.plaint for specific perfor.ance and da.a/es a/ainst the ban8 before the Re/ional Trial !ourt &RT!' of 1ue2on !it3 on October 5$, $4-4. The plaintiffs alle/ed therein that the3 had al#a3s been read3, able and #illin/ to pa3 the install.ents on the lots sold to the. b3 the defendantAs re.ote predecessor(in(interest, as .i/ht be or stipulated in the contract of sale, but no contract #as forthco.in/D the3 constructed their house #orth P0,666,666.66 on the propert3 in /ood faithD Manalo, ?r., infor.ed the defendant, throu/h its counsel, on October $,, $4-- that he #ould abide b3 the ter.s and conditions of his ori/inal a/ree.ent #ith the defendantAs predecessor(in(interestD durin/ the hearin/ of the e>ect.ent case on October $9, $4--, the3 offered to pa3 P5$5,$+0.5* representin/ the balance on the purchase price of said lotsD such tender of pa3.ent #as re>ected, so that the sub>ect lots could be sold at considerabl3 hi/her prices to third parties. Plaintiffs further alle/ed that upon pa3.ent of the P5$5,$+0.5*, the3 #ere entitled to the e:ecution and deliver3 of a Deed of %bsolute Sale coverin/ the sub>ect lots, sufficient in for. and substance to

transfer title thereto free and clear of an3 and all liens and encu.brances of #hatever 8ind and nature.55 The plaintiffs pra3ed that, after due hearin/, >ud/.ent be rendered in their favor, to #itF E@ R FOR , it is respectfull3 pra3ed that after due hearin/F &a' The defendant should be ordered to e:ecute and deliver a Deed of %bsolute Sale over sub>ect lots in favor of the plaintiffs after pa3.ent of the su. of P5$5,$+0.5*, sufficient in for. and substance to transfer to the. titles thereto free and clear of an3 and all liens and encu.brances of #hatever 8ind or natureD &b' The defendant should be held liable for .oral and e:e.plar3 da.a/es in the a.ounts of P566,666.66 and P56,666.66, respectivel3, for not pro.ptl3 e:ecutin/ and deliverin/ to plaintiff the necessar3 !ontract of Sale, not#ithstandin/ repeated de.ands therefor and for havin/ been constrained to en/a/e the services of undersi/ned counsel for #hich the3 a/reed to pa3 attorne3As fees in the su. of P,6,666.66 to enforce their ri/hts in the pre.ises and appearance fee of P,66.66D &c' %nd for such other and further relief as .a3 be >ust and e=uitable in the pre.ises. 5* In its %ns#er to the co.plaint, the defendant interposed the follo#in/ affir.ative defensesF &a' plaintiffs had no cause of action a/ainst it because the %u/ust 00, $4+0 letter a/ree.ent bet#een 7 I and the plaintiffs #as not bindin/ on itD and &b' ;it had no record of an3 contract to sell e:ecuted b3 it or its predecessor, or of an3 state.ent of accounts fro. its predecessors, or records of pa3.ents of the plaintiffs or of an3 docu.ents #hich entitled the. to the possession of the lots.;5, The defendant, li8e#ise, interposed counterclai.s for da.a/es and attorne3As fees and pra3ed for the eviction of the plaintiffs fro. the propert3. 59 Mean#hile, in a letter dated ?anuar3 0,, $445, plaintiffs, throu/h counsel, proposed an a.icable settle.ent of the case b3 pa3in/ P4*0,9*-.+6, representin/ the balance of the purchase price of the t#o lots based on the current .ar8et value.5+ @o#ever, the defendant re>ected the sa.e and insisted that for the s.aller lot, the3 pa3P*,,66,666.66, the current .ar8et value of the propert3. 5- The defendant insisted that it o#ned the propert3 since there #as no contract or a/ree.ent bet#een it and the plaintiffsA relative thereto. Durin/ the trial, the plaintiffs adduced in evidence the separate !ontracts of !onditional Sale e:ecuted bet#een 7 I and %lberto SollerD54 %lfredo %/uila,*6 and Dra. lena Santos(Ro=ue*$ to prove that 7 I continued sellin/ residential lots in the subdivision as a/ent of O"M after the latter had ac=uired the said lots. For its part, defendant presented in evidence the letter dated %u/ust 00, $4+0, #here 7 I proposed to sell the t#o lots sub>ect to t#o suspensive conditionsF the pa3.ent of the balance of the do#npa3.ent of the propert3, and the e:ecution of the correspondin/ contract of conditional sale. Since plaintiffs failed to pa3, O"M conse=uentl3 refused to e:ecute the correspondin/ contract of conditional sale and forfeited the P5*,-++.99 do#npa3.ent for the t#o lots, but did not notif3 the. of said forfeiture.*0 It alle/ed that O"M considered the lots unsold because the titles thereto bore no annotation that the3 had been sold under a contract of conditional sale, and the plaintiffs #ere not notified of 7 IAs resu.ption of its sellin/ operations.

On Ma3 0, $44*, the RT! rendered >ud/.ent in favor of the plaintiffs and a/ainst the defendant. The fallo of the decision readsF E@ R FOR , >ud/.ent is hereb3 rendered in favor of the plaintiffs and a/ainst the defendant G &a' Orderin/ the latter to e:ecute and deliver a Deed of %bsolute Sale over <ot $ and 0, "loc8 0 of the 7avierville state Subdivision after pa3.ent of the su. of P4*0,4+-.+6 sufficient in for. and substance to transfer to the. titles thereto free fro. an3 and all liens and encu.brances of #hatever 8ind and nature. &b' Orderin/ the defendant to pa3 .oral and e:e.plar3 da.a/es in the a.ount of P$,6,666.66D and &c' To pa3 attorne3As fees in the su. of P,6,666.66 and to pa3 the costs. SO ORD R D.*5 The trial court ruled that under the %u/ust 00, $4+0 letter a/ree.ent of 7 I and the plaintiffs, the parties had a ;co.plete contract to sell; over the lots, and that the3 had alread3 partiall3 consu..ated the sa.e. It declared that the failure of the defendant to notif3 the plaintiffs of the resu.ption of its sellin/ operations and to e:ecute a deed of conditional sale did not prevent the defendantAs obli/ation to conve3 titles to the lots fro. ac=uirin/ bindin/ effect. !onse=uentl3, the plaintiffs had a cause of action to co.pel the defendant to e:ecute a deed of sale over the lots in their favor. "oston "an8 appealed the decision to the !%, alle/in/ that the lo#er court erred in &a' not concludin/ that the letter of 7 I to the spouses Manalo, #as at .ost a .ere contract to sell sub>ect to suspensive conditions, i.e., the pa3.ent of the balance of the do#npa3.ent on the propert3 and the e:ecution of a deed of conditional sale &#hich #ere not co.plied #ith'D and &b' in a#ardin/ .oral and e:e.plar3 da.a/es to the spouses Manalo despite the absence of testi.on3 providin/ facts to >ustif3 such a#ards.** On Septe.ber 56, 0660, the !% rendered a decision affir.in/ that of the RT! #ith .odification. The fallo readsF E@ R FOR , the appealed decision is %FFIRM D #ith MODIFI!%TIONS that &a' the fi/ure ;P4*0,4+-.+6; appearin/ HinI par. &a' of the dispositive portion thereof is chan/ed to ;P5$5,$+0.5* plus interest thereon at the rate of $0C per annu. fro. Septe.ber $, $4+0 until full3 paid; and &b' the a#ard of .oral and e:e.plar3 da.a/es and attorne3As fees in favor of plaintiffs(appellees is D < T D. SO ORD R D.*, The appellate court sustained the rulin/ of the RT! that the appellant and the appellees had e:ecuted a !ontract to Sell over the t#o lots but declared that the balance of the purchase price of the propert3 a.ountin/ toP0+-,**-.66 #as pa3able in fi:ed a.ounts, inclusive of pre(co.puted interests, fro. deliver3 of the possession of the propert3 to the appellees on a .onthl3 basis for $06 .onths, based on the deeds of conditional sale e:ecuted b3 7 I in favor of other lot bu3ers. *9 The !% also declared that, #hile 7 I .ust have resu.ed its sellin/ operations before the end of $4+0

and the do#npa3.ent on the propert3 re.ained unpaid as of Dece.ber 5$, $4+0, absent a #ritten notice of cancellation of the contract to sell fro. the ban8 or notarial de.and therefor as re=uired b3 Republic %ct No. 9,,0, the spouses had, at the ver3 least, a 96(da3 /race period fro. ?anuar3 $, $4+5 #ithin #hich to pa3 the sa.e. "oston "an8 filed a .otion for the reconsideration of the decision alle/in/ that there #as no perfected contract to sell the t#o lots, as there #as no a/ree.ent bet#een 7 I and the respondents on the .anner of pa3.ent as #ell as the other ter.s and conditions of the sale. It further averred that its clai. for recover3 of possession of the aforesaid lots in its Me.orandu. dated Februar3 0-, $44* filed before the trial court constituted a >udicial de.and for rescission that satisfied the re=uire.ents of the Ne# !ivil !ode. @o#ever, the appellate court denied the .otion. "oston "an8, no# petitioner, filed the instant petition for revie# on certiorari assailin/ the !% rulin/s. It .aintains that, as held b3 the !%, the records do not reflect an3 schedule of pa3.ent of the -6C balance of the purchase price, or P0+-,**-.66. Petitioner insists that unless the parties had a/reed on the .anner of pa3.ent of the principal a.ount, includin/ the other ter.s and conditions of the contract, there #ould be no e:istin/ contract of sale or contract to sell. *+ Petitioner avers that the letter a/ree.ent to respondent spouses dated %u/ust 00, $4+0 .erel3 confir.ed their reservation for the purchase of <ot Nos. $ and 0, consistin/ of $,+*6.5 s=uare .eters, .ore or less, at the price of P066.66 per s=uare .eter &or P5*-,696.66', the a.ount of the do#npa3.ent thereon and the application of the P5*,--+.66 due fro. Ra.os as part of such do#npa3.ent. Petitioner asserts that there is no factual basis for the !% rulin/ that the ter.s and conditions relatin/ to the pa3.ent of the balance of the purchase price of the propert3 &as a/reed upon b3 7 I and other lot bu3ers in the sa.e subdivision' #ere also applicable to the contract entered into bet#een the petitioner and the Respondents. It insists that such a rulin/ is contrar3 to la#, as it is tanta.ount to co.pellin/ the parties to a/ree to so.ethin/ that #as not even discussed, thus, violatin/ their freedo. to contract. "esides, the situation of the respondents cannot be e=uated #ith those of the other lot bu3ers, as, for one thin/, the respondents .ade a partial pa3.ent on the do#npa3.ent for the t#o lots even before the e:ecution of an3 contract of conditional sale. Petitioner posits that, even on the assu.ption that there #as a perfected contract to sell bet#een the parties, nevertheless, it cannot be co.pelled to conve3 the propert3 to the respondents because the latter failed to pa3 the balance of the do#npa3.ent of the propert3, as #ell as the balance of -6C of the purchase price, thus resultin/ in the e:tinction of its obli/ation to conve3 title to the lots to the Respondents. %nother e/re/ious error of the !%, petitioner avers, is the application of Republic %ct No. 9,,0. It insists that such la# applies onl3 to a perfected a/ree.ent or perfected contract to sell, not in this case #here the do#npa3.ent on the purchase price of the propert3 #as not co.pletel3 paid, and no install.ent pa3.ents #ere .ade b3 the bu3ers. Petitioner also faults the !% for declarin/ that petitioner failed to serve a notice on the respondents of cancellation or rescission of the contract to sell, or notarial de.and therefor. Petitioner insists that its %u/ust ,, $4-9 letter re=uirin/ respondents to vacate the propert3 and its co.plaint for e>ect.ent in !ivil !ase No. ,$9$- filed in the Metropolitan Trial !ourt a.ounted to the re=uisite de.and for a rescission of the contract to sell. Moreover, the action of the respondents belo# #as barred b3

laches because despite de.ands, the3 failed to pa3 the balance of the purchase price of the lots &let alone the do#npa3.ent' for a considerable nu.ber of 3ears. For their part, respondents assert that as lon/ as there is a .eetin/ of the .inds of the parties to a contract of sale as to the price, the contract is valid despite the partiesA failure to a/ree on the .anner of pa3.ent. In such a situation, the balance of the purchase price #ould be pa3able on de.and, confor.abl3 to %rticle $$94 of the Ne# !ivil !ode. The3 insist that the la# does not re=uire a part3 to a/ree on the .anner of pa3.ent of the purchase price as a prere=uisite to a valid contract to sell. The respondents cite the rulin/ of this !ourt in "uenaventura v. !ourt of %ppeals *- to support their sub.ission. The3 ar/ue that even if the .anner and ti.eline for the pa3.ent of the balance of the purchase price of the propert3 is an essential re=uisite of a contract to sell, nevertheless, as sho#n b3 their letter a/ree.ent of %u/ust 00, $4+0 #ith the O"M, throu/h 7 I and the other letters to the., an a/ree.ent #as reached as to the .anner of pa3.ent of the balance of the purchase price. The3 point out that such letters referred to the ter.s of the ter.s of the deeds of conditional sale e:ecuted b3 7 I in favor of the other lot bu3ers in the subdivision, #hich contained unifor. ter.s of $06 e=ual .onthl3 install.ents &e:cludin/ the do#npa3.ent, but inclusive of pre(co.puted interests'. The respondents assert that 7 I #as a real estate bro8er and 8ne# that the contracts involvin/ residential lots in the subdivision contained unifor. ter.s as to the .anner and ti.eline of the pa3.ent of the purchase price of said lots. Respondents further posit that the ter.s and conditions to be incorporated in the ;correspondin/ contract of conditional sale; to be e:ecuted b3 the parties #ould be the sa.e as those contained in the contracts of conditional sale e:ecuted b3 lot bu3ers in the subdivision. %fter all, the3 .aintain, the contents of the correspondin/ contract of conditional sale referred to in the %u/ust 00, $4+0 letter a/ree.ent envisa/ed those contained in the contracts of conditional sale that 7 I and other lot bu3ers e:ecuted. Respondents cite the rulin/ of this !ourt in Mitsui "ussan Baisha v. Manila .R.R. J <. !o.*4 The respondents aver that the issues raised b3 the petitioner are factual, inappropriate in a petition for revie# on certiorari under Rule *, of the Rules of !ourt. The3 assert that petitioner adopted a theor3 in liti/atin/ the case in the trial court, but chan/ed the sa.e on appeal before the !%, and a/ain in this !ourt. The3 ar/ue that the petitioner is estopped fro. adoptin/ a ne# theor3 contrar3 to those it had adopted in the trial and appellate courts. Moreover, the e:istence of a contract of conditional sale #as ad.itted in the letters of 7 I and O"M. The3 aver that the3 beca.e o#ners of the lots upon deliver3 to the. b3 7 I. The issues for resolution are the follo#in/F &$' #hether the factual issues raised b3 the petitioner are properD &0' #hether petitioner or its predecessors(in(interest, the 7 I or the O"M, as seller, and the respondents, as bu3ers, for/ed a perfect contract to sell over the propert3D &5' #hether petitioner is estopped fro. contendin/ that no such contract #as for/ed b3 the partiesD and &*' #hether respondents has a cause of action a/ainst the petitioner for specific perfor.ance. The rule is that before this !ourt, onl3 le/al issues .a3 be raised in a petition for revie# on certiorari. The reason is that this !ourt is not a trier of facts, and is not to revie# and calibrate the evidence on record. Moreover, the findin/s of facts of the trial court, as affir.ed on appeal b3 the

!ourt of %ppeals, are conclusive on this !ourt unless the case falls under an3 of the follo#in/ e:ceptionsF &$' #hen the conclusion is a findin/ /rounded entirel3 on speculations, sur.ises and con>ecturesD &0' #hen the inference .ade is .anifestl3 .ista8en, absurd or i.possibleD &5' #here there is a /rave abuse of discretionD &*' #hen the >ud/.ent is based on a .isapprehension of factsD &,' #hen the findin/s of fact are conflictin/D &9' #hen the !ourt of %ppeals, in .a8in/ its findin/s #ent be3ond the issues of the case and the sa.e is contrar3 to the ad.issions of both appellant and appelleeD &+' #hen the findin/s are contrar3 to those of the trial courtD &-' #hen the findin/s of fact are conclusions #ithout citation of specific evidence on #hich the3 are basedD &4' #hen the facts set forth in the petition as #ell as in the petitionersA .ain and repl3 briefs are not disputed b3 the respondentsD and &$6' #hen the findin/s of fact of the !ourt of %ppeals are pre.ised on the supposed absence of evidence and contradicted b3 the evidence on record. ,6 Ee have revie#ed the records and #e find that, indeed, the rulin/ of the appellate court dis.issin/ petitionerAs appeal is contrar3 to la# and is not supported b3 evidence. % careful e:a.ination of the factual bac8drop of the case, as #ell as the antecedental proceedin/s constrains us to hold that petitioner is not barred fro. assertin/ that 7 I or O"M, on one hand, and the respondents, on the other, failed to for/e a perfected contract to sell the sub>ect lots. It .ust be stressed that the !ourt .a3 consider an issue not raised durin/ the trial #hen there is plain error.,$%lthou/h a factual issue #as not raised in the trial court, such issue .a3 still be considered and resolved b3 the !ourt in the interest of substantial >ustice, if it finds that to do so is necessar3 to arrive at a >ust decision,,0 or #hen an issue is closel3 related to an issue raised in the trial court and the !ourt of %ppeals and is necessar3 for a >ust and co.plete resolution of the case.,5 Ehen the trial court decides a case in favor of a part3 on certain /rounds, the !ourt .a3 base its decision upon so.e other points, #hich the trial court or appellate court i/nored or erroneousl3 decided in favor of a part3.,* In this case, the issue of #hether 7 I had a/reed to allo# the respondents to pa3 the purchase price of the propert3 #as raised b3 the parties. The trial court ruled that the parties had perfected a contract to sell, as a/ainst petitionerAs clai. that no such contract e:isted. @o#ever, in resolvin/ the issue of #hether the petitioner #as obli/ed to sell the propert3 to the respondents, #hile the !% declared that 7 I or O"M and the respondents failed to a/ree on the schedule of pa3.ent of the balance of the purchase price of the propert3, it ruled that 7 I and the respondents had for/ed a contract to sellD hence, petitioner is entitled to ventilate the issue before this !ourt. Ee a/ree #ith petitionerAs contention that, for a perfected contract of sale or contract to sell to e:ist in la#, there .ust be an a/ree.ent of the parties, not onl3 on the price of the propert3 sold, but also on the .anner the price is to be paid b3 the vendee. Knder %rticle $*,- of the Ne# !ivil !ode, in a contract of sale, #hether absolute or conditional, one of the contractin/ parties obli/es hi.self to transfer the o#nership of and deliver a deter.inate thin/, and the other to pa3 therefor a price certain in .one3 or its e=uivalent. % contract of sale is perfected at the .o.ent there is a .eetin/ of the .inds upon the thin/ #hich is the ob>ect of the contract and the price. Fro. the aver.ent of perfection, the parties are bound, not onl3 to the fulfill.ent of #hat has been e:pressl3 stipulated, but also to all the conse=uences #hich, accordin/ to their nature, .a3 be in 8eepin/ #ith /ood faith, usa/e and la#. ,, On the other hand, #hen the contract of sale or

to sell is not perfected, it cannot, as an independent source of obli/ation, serve as a bindin/ >uridical relation bet#een the parties.,9 % definite a/ree.ent as to the price is an essential ele.ent of a bindin/ a/ree.ent to sell personal or real propert3 because it seriousl3 affects the ri/hts and obli/ations of the parties. Price is an essential ele.ent in the for.ation of a bindin/ and enforceable contract of sale. The fi:in/ of the price can never be left to the decision of one of the contractin/ parties. "ut a price fi:ed b3 one of the contractin/ parties, if accepted b3 the other, /ives rise to a perfected sale. ,+ It is not enou/h for the parties to a/ree on the price of the propert3. The parties .ust also a/ree on the .anner of pa3.ent of the price of the propert3 to /ive rise to a bindin/ and enforceable contract of sale or contract to sell. This is so because the a/ree.ent as to the .anner of pa3.ent /oes into the price, such that a disa/ree.ent on the .anner of pa3.ent is tanta.ount to a failure to a/ree on the price.,In a contract to sell propert3 b3 install.ents, it is not enou/h that the parties a/ree on the price as #ell as the a.ount of do#npa3.ent. The parties .ust, li8e#ise, a/ree on the .anner of pa3.ent of the balance of the purchase price and on the other ter.s and conditions relative to the sale. ven if the bu3er .a8es a do#npa3.ent or portion thereof, such pa3.ent cannot be considered as sufficient proof of the perfection of an3 purchase and sale bet#een the parties. Indeed, this !ourt ruled in Velasco v. !ourt of %ppeals,4 thatF It is not difficult to /lean fro. the afore=uoted aver.ents that the petitioners the.selves ad.it that the3 and the respondent still had to .eet and a/ree on ho# and #hen the do#n(pa3.ent and the install.ent pa3.ents #ere to be paid. Such bein/ the situation, it cannot, therefore, be said that a definite and fir. sales a/ree.ent bet#een the parties had been perfected over the lot in =uestion. Indeed, this !ourt has alread3 ruled before that a definite a/ree.ent on the .anner of pa3.ent of the purchase price is an essential ele.ent in the for.ation of a bindin/ and enforceable contract of sale. The fact, therefore, that the petitioners delivered to the respondent the su. ofP$6,666.66 as part of the do#npa3.ent that the3 had to pa3 cannot be considered as sufficient proof of the perfection of an3 purchase and sale a/ree.ent bet#een the parties herein under article $*-0 of the Ne# !ivil !ode, as the petitioners the.selves ad.it that so.e essential .atter G the ter.s of pa3.ent G still had to be .utuall3 covenanted.96 Ee a/ree #ith the contention of the petitioner that, as held b3 the !%, there is no sho#in/, in the records, of the schedule of pa3.ent of the balance of the purchase price on the propert3 a.ountin/ to P0+-,**-.66. Ee have .eticulousl3 revie#ed the records, includin/ Ra.osA Februar3 -, $4+0 and %u/ust 00, $4+0 letters to respondents,9$ and find that said parties confined the.selves to a/reein/ on the price of the propert3 &P5*-,696.66', the 06C do#npa3.ent of the purchase price &P94,9$0.66', and credited respondents for theP5*,--+.66 o#in/ fro. Ra.os as part of the 06C do#npa3.ent. The ti.eline for the pa3.ent of the balance of the do#npa3.ent &P5*,+0*.5*' #as also a/reed upon, that is, on or before 7 I resu.ed its sellin/ operations, on or before Dece.ber 5$, $4+0, or #ithin five &,' da3s fro. #ritten notice of such resu.ption of sellin/ operations. The parties had also a/reed to incorporate all the ter.s and conditions relatin/ to the sale, inclusive of the ter.s of pa3.ent of the balance of the purchase price and the other substantial ter.s and conditions in the ;correspondin/ contract of conditional sale,; to be later si/ned b3 the parties, si.ultaneousl3 #ith respondentsA settle.ent of the balance of the do#npa3.ent.

The Februar3 -, $4+0 letter of 7 I readsF Mr. !arlos T. Manalo, ?r. @urricane Rotar3 Eell Drillin/ Ri2al %venue :t.,!aloocan !it3 Dear Mr. ManaloF Ee a/ree #ith 3our verbal offer to e:chan/e the proceeds of 3our contract #ith us to for. as a do#n pa3.ent for a lot in our 7avierville state Subdivision. Please let us 8no# 3our choice lot so that #e can fi: the price and ter.s of pa3.ent in our conditional sale. Sincerel3 3ours, 7%VI RVI<< ST%T , IN!.

&Si/ned' M RITO ". R%MOS, ?R. President !ONFORM F &Si/ned' !%R<OS T. M%N%<O, ?R. @urricane Rotar3 Eell Drillin/90 The %u/ust 00, $4+0 letter a/ree.ent of 7 I and the respondents readsF Mrs. Perla P. Manalo $,*- Ri2al %venue :tensionbrL!aloocan !it3 Dear Mrs. ManaloF This is to confir. 3our reservation of <ot Nos. $ and 0D "loc8 0 of our consolidation(subdivision plan as a.ended, consistin/ of $,+*6.5 s=uare .eters .ore or less, at the price of P066.66 per s=uare .eter or a total price of P5*-,696.66. It is a/reed that as soon as #e resu.e sellin/ operations, 3ou .ust pa3 a do#n pa3.ent of 06C of the purchase price of the said lots and si/n the correspondin/ !ontract of !onditional Sale, on or before Dece.ber 5$, $4+0, provided, ho#ever, that if #e resu.e sellin/ after Dece.ber 5$, $4+0, then 3ou .ust pa3 the afore.entioned do#n pa3.ent and si/n the aforesaid contract #ithin five &,' da3s fro. 3our receipt of our notice of resu.ption of sellin/ operations. In the .ean#hile, 3ou .a3 introduce such i.prove.ents on the said lots as 3ou .a3 desire, sub>ect to the rules and re/ulations of the subdivision. If the above ter.s and conditions are acceptable to 3ou, please si/nif3 3our confor.it3 b3 si/nin/ on the space herein belo# provided.

Than8 3ou. Ver3 trul3 3ours, 7%VI RVI<< "3F &Si/ned' EMER#TO B. R MOS, ,R. President "u3er95 "ased on these t#o letters, the deter.ination of the ter.s of pa3.ent of the P0+-,**-.66 had 3et to be a/reed upon on or before Dece.ber 5$, $4+0, or even after#ards, #hen the parties si/n the correspondin/ contract of conditional sale. ?urisprudence is that if a .aterial ele.ent of a conte.plated contract is left for future ne/otiations, the sa.e is too indefinite to be enforceable.9* %nd #hen an essential ele.ent of a contract is reserved for future a/ree.ent of the parties, no le/al obli/ation arises until such future a/ree.ent is concluded.9, So lon/ as an essential ele.ent enterin/ into the proposed obli/ation of either of the parties re.ains to be deter.ined b3 an a/ree.ent #hich the3 are to .a8e, the contract is inco.plete and unenforceable.99 The reason is that such a contract is lac8in/ in the necessar3 =ualities of definiteness, certaint3 and .utualit3.9+ There is no evidence on record to prove that 7 I or O"M and the respondents had a/reed, after Dece.ber 5$, $4+0, on the ter.s of pa3.ent of the balance of the purchase price of the propert3 and the other substantial ter.s and conditions relative to the sale. Indeed, the parties are in a/ree.ent that there had been no contract of conditional sale ever e:ecuted b3 7 I, O"M or petitioner, as vendor, and the respondents, as vendees. 9The rulin/ of this !ourt in "uenaventura v. !ourt of %ppeals has no bearin/ in this case because the issue of the .anner of pa3.ent of the purchase price of the propert3 #as not raised therein. Ee re>ect the sub.ission of respondents that the3 and Ra.os had intended to incorporate the ter.s of pa3.ent contained in the three contracts of conditional sale e:ecuted b3 7 I and other lot bu3ers in the ;correspondin/ contract of conditional sale,; #hich #ould later be si/ned b3 the.. 94 Ee have .eticulousl3 revie#ed the respondentsA co.plaint and find no such alle/ation therein. +6 Indeed, respondents .erel3 alle/ed in their co.plaint that the3 #ere bound to pa3 the balance of the purchase price of the propert3 ;in install.ents.; Ehen respondent Manalo, ?r. testified, he #as never as8ed, on direct e:a.ination or even on cross(e:a.ination, #hether the ter.s of pa3.ent of the balance of the purchase price of the lots under the contracts of conditional sale e:ecuted b3 7 I and other lot bu3ers #ould for. part of the ;correspondin/ contract of conditional sale; to be si/ned b3 the. si.ultaneousl3 #ith the pa3.ent of the balance of the do#npa3.ent on the purchase price. Ee note that, in its letter to the respondents dated ?une $+, $4+9, or al.ost three 3ears fro. the e:ecution b3 the parties of their %u/ust 00, $4+0 letter a/ree.ent, 7 I stated, in part, that respondents had purchased the propert3 ;on install.ent basis.;+$ @o#ever, in the said letter, 7 I &Si/ned' PER$ P. M N $O ST%T , IN!. !ONFORM F

failed to state a specific a.ount for each install.ent, and #hether such pa3.ents #ere to be .ade .onthl3, se.i(annuall3, or annuall3. %lso, respondents, as plaintiffs belo#, failed to adduce a shred of evidence to prove that the3 #ere obli/ed to pa3 the P0+-,**-.66 .onthl3, se.i(annuall3 or annuall3. The alle/ation that the pa3.ent of the P0+-,**-.66 #as to be paid in install.ents is, thus, va/ue and indefinite. !ase la# is that, for a contract to be enforceable, its ter.s .ust be certain and e:plicit, not va/ue or indefinite.+0 There is no factual and le/al basis for the !% rulin/ that, based on the ter.s of pa3.ent of the balance of the purchase price of the lots under the contracts of conditional sale e:ecuted b3 7 I and the other lot bu3ers, respondents #ere obli/ed to pa3 the P0+-,**-.66 #ith pre(co.puted interest of $0C per annu. in $06(.onth install.ents. %s /leaned fro. the rulin/ of the appellate court, it failed to >ustif3 its use of the ter.s of pa3.ent under the three ;contracts of conditional sale; as basis for such rulin/, to #itF On the other hand, the records do not disclose the schedule of pa3.ent of the purchase price, net of the do#npa3.ent. !onsiderin/, ho#ever, the !ontracts of !onditional Sale & :hs. ;N,; ;O; and ;P;' entered into b3 7 I #ith other lot bu3ers, it #ould appear that the subdivision lots sold b3 7 I, under contracts to sell, #ere pa3able in $06 e=ual .onthl3 install.ents &e:clusive of the do#npa3.ent but includin/ pre(co.puted interests' co..encin/ on deliver3 of the lot to the bu3er. +5 "3 its rulin/, the !% unilaterall3 supplied an essential ele.ent to the letter a/ree.ent of 7 I and the Respondents. !ourts should not underta8e to .a8e a contract for the parties, nor can it enforce one, the ter.s of #hich are in doubt. +* Indeed, the !ourt e.phasi2ed in !hua v. !ourt of %ppeals +, that it is not the province of a court to alter a contract b3 construction or to .a8e a ne# contract for the partiesD its dut3 is confined to the interpretation of the one #hich the3 have .ade for the.selves, #ithout re/ard to its #isdo. or foll3, as the court cannot suppl3 .aterial stipulations or read into contract #ords #hich it does not contain. Respondents, as plaintiffs belo#, failed to alle/e in their co.plaint that the ter.s of pa3.ent of the P0+-,**-.66 to be incorporated in the ;correspondin/ contract of conditional sale; #ere those contained in the contracts of conditional sale e:ecuted b3 7 I and Soller, %/uila and Ro=ue. +9 The3 li8e#ise failed to prove such alle/ation in this !ourt. The bare fact that other lot bu3ers #ere allo#ed to pa3 the balance of the purchase price of lots purchased b3 the. in $06 or $-6 .onthl3 install.ents does not constitute evidence that 7 I also a/reed to /ive the respondents the sa.e .ode and ti.eline of pa3.ent of the P0+-,**-.66. Knder Section 5*, Rule $56 of the Revised Rules of !ourt, evidence that one did a certain thin/ at one ti.e is not ad.issible to prove that he did the sa.e or si.ilar thin/ at another ti.e, althou/h such evidence .a3 be received to prove habit, usa/e, pattern of conduct or the intent of the parties. Si.ilar acts as evidence. G vidence that one did or did not do a certain thin/ at one ti.e is not ad.issible to prove that he did or did not do the sa.e or a si.ilar thin/ at another ti.eD but it .a3 be received to prove a specific intent or 8no#led/e, identit3, plan, s3ste., sche.e, habit, custo. or usa/e, and the li8e. @o#ever, respondents failed to alle/e and prove, in the trial court, that, as a .atter of business usa/e, habit or pattern of conduct, 7 I /ranted all lot bu3ers the ri/ht to pa3 the balance of the

purchase price in install.ents of $06 .onths of fi:ed a.ounts #ith pre(co.puted interests, and that 7 I and the respondents had intended to adopt such ter.s of pa3.ent relative to the sale of the t#o lots in =uestion. Indeed, respondents adduced in evidence the three contracts of conditional sale e:ecuted b3 7 I and other lot bu3ers .erel3 to prove that 7 I continued to sell lots in the subdivision as sales a/ent of O"M after it ac=uired said lots, not to prove usa/e, habit or pattern of conduct on the part of 7 I to re=uire all lot bu3ers in the subdivision to pa3 the balance of the purchase price of said lots in $06 .onths. It further failed to prive that the trial court ad.itted the said deeds++ as part of the testi.on3 of respondent Manalo, ?r.+@abit, custo., usa/e or pattern of conduct .ust be proved li8e an3 other facts. !ourts .ust contend #ith the caveat that, before the3 ad.it evidence of usa/e, of habit or pattern of conduct, the offerin/ part3 .ust establish the de/ree of specificit3 and fre=uenc3 of unifor. response that ensures .ore than a .ere tendenc3 to act in a /iven .anner but rather, conduct that is se.i(auto.atic in nature. The offerin/ part3 .ust alle/e and prove specific, repetitive conduct that .i/ht constitute evidence of habit. The e:a.ples offered in evidence to prove habit, or pattern of evidence .ust be nu.erous enou/h to base on inference of s3ste.atic conduct. Mere si.ilarit3 of contracts does not present the 8ind of sufficientl3 si.ilar circu.stances to out#ei/h the dan/er of pre>udice and confusion. In deter.inin/ #hether the e:a.ples are nu.erous enou/h, and sufficientl3 re/ular, the 8e3 criteria are ade=uac3 of sa.plin/ and unifor.it3 of response. %fter all, habit .eans a course of behavior of a person re/ularl3 represented in li8e circu.stances. +4 It is onl3 #hen e:a.ples offered to establish pattern of conduct or habit are nu.erous enou/h to lose an inference of s3ste.atic conduct that e:a.ples are ad.issible. The 8e3 criteria are ade=uac3 of sa.plin/ and unifor.it3 of response or ratio of reaction to situations.-6 There are cases #here the course of dealin/s to be follo#ed is defined b3 the usa/e of a particular trade or .ar8et or profession. %s e:postulated b3 ?ustice "en>a.in !ardo2o of the Knited States Supre.e !ourtF ;<ife casts the .oulds of conduct, #hich #ill so.eda3 beco.e fi:ed as la#. <a# preserves the .oulds #hich have ta8en for. and shape fro. life.; -$ Ksa/e furnishes a standard for the .easure.ent of .an3 of the ri/hts and acts of .en. -0 It is also #ell(settled that parties #ho contract on a sub>ect .atter concernin/ #hich 8no#n usa/e prevail, incorporate such usa/e b3 i.plication into their a/ree.ent, if nothin/ is said to be contrar3. -5 @o#ever, the respondents ine:plicabl3 failed to adduce sufficient co.petent evidence to prove usa/e, habit or pattern of conduct of 7 I to >ustif3 the use of the ter.s of pa3.ent in the contracts of the other lot bu3ers, and thus /rant respondents the ri/ht to pa3 the P0+-,**-.66 in $06 .onths, presu.abl3 because of respondentsA belief that the .anner of pa3.ent of the said a.ount is not an essential ele.ent of a contract to sell. There is no evidence that 7 I or O"M and all the lot bu3ers in the subdivision, includin/ lot bu3ers #ho pa3 part of the do#npa3.ent of the propert3 purchased b3 the. in the for. of service, had e:ecuted contracts of conditional sale containin/ unifor. ter.s and conditions. Moreover, under the ter.s of the contracts of conditional sale e:ecuted b3 7 I and three lot bu3ers in the subdivision, 7 I a/reed to /rant $06 .onths #ithin #hich to pa3 the balance of the purchase price to t#o of the., but /ranted one $-6 .onths to do so.-* There is no evidence on record that 7 I /ranted the sa.e ri/ht to bu3ers of t#o or .ore lots. Irrefra/abl3, under %rticle $*94 of the Ne# !ivil !ode, the price of the propert3 sold .a3 be considered certain if it be so #ith reference to another thin/ certain. It is sufficient if it can be deter.ined b3 the stipulations of the contract .ade b3 the parties thereto -, or b3 reference to an

a/ree.ent incorporated in the contract of sale or contract to sell or if it is capable of bein/ ascertained #ith certaint3 in said contractD-9 or if the contract contains e:press or i.plied provisions b3 #hich it .a3 be rendered certainD-+ or if it provides so.e .ethod or criterion b3 #hich it can be definitel3 ascertained.-- %s this !ourt held in Villara2a v. !ourt of %ppeals, -4 the price is considered certain if, b3 its ter.s, the contract furnishes a basis or .easure for ascertainin/ the a.ount a/reed upon. Ee have carefull3 revie#ed the %u/ust 00, $4+0 letter a/ree.ent of the parties and find no direct or i.plied reference to the .anner and schedule of pa3.ent of the balance of the purchase price of the lots covered b3 the deeds of conditional sale e:ecuted b3 7 I and that of the other lot bu3ers 46 as basis for or .ode of deter.ination of the schedule of the pa3.ent b3 the respondents of the P0+-,**-.66. The rulin/ of this !ourt in Mitsui "ussan Baisha v. Manila lectric Railroad and <i/ht !o.pan3 4$ is not applicable in this case because the basic price fi:ed in the contract #as P4.*, per lon/ ton, but it #as stipulated that the price #as sub>ect to .odification ;in proportion to variations in calories and ash content, and not other#ise.; In this case, the parties did not fi: in their letters(a/ree.ent, an3 .ethod or .ode of deter.inin/ the ter.s of pa3.ent of the balance of the purchase price of the propert3 a.ountin/ to P0+-,**-.66. It bears stressin/ that the respondents failed and refused to pa3 the balance of the do#npa3.ent and of the purchase price of the propert3 a.ountin/ to P0+-,**-.66 despite notice to the. of the resu.ption b3 7 I of its sellin/ operations. The respondents en>o3ed possession of the propert3 #ithout pa3in/ a centavo. On the other hand, 7 I and O"M failed and refused to trans.it a contract of conditional sale to the Respondents. The respondents could have at least consi/ned the balance of the do#npa3.ent after notice of the resu.ption of the sellin/ operations of 7 I and filed an action to co.pel 7 I or O"M to trans.it to the. the said contractD ho#ever, the3 failed to do so. %s a conse=uence, respondents and 7 I &or O"M for that .atter' failed to for/e a perfected contract to sell the t#o lotsD hence, respondents have no cause of action for specific perfor.ance a/ainst petitioner. Republic %ct No. 9,,0 applies onl3 to a perfected contract to sell and not to a contract #ith no bindin/ and enforceable effect. IN <I)@T OF %<< T@ FOR )OIN), the petition is )R%NT D. The Decision of the !ourt of %ppeals in !%().R. !V No. *+*,- is R V RS D and S T %SID . The Re/ional Trial !ourt of 1ue2on !it3, "ranch 4- is ordered to dis.iss the co.plaint. !osts a/ainst the Respondents. SO ORD R D. ROMEO ,. C $$E,O, SR. %ssociate ?ustice E !ON!KRF RTEM#O -. P NG N#B N !hief ?ustice !hairperson

CONSUE$O .N RES/S NT# GO, M . $#C# USTR# /M RT#NE0 %ssociate ?ustice %ssociate ?ustice M#N#T -. C"#CO/N 0 R#O

%ssociate ?ustice ! RTIFI!%TION

Pursuant to Section $5, %rticle VIII of the !onstitution, it is hereb3 certified that the conclusions in the above decision #ere reached in consultation before the case #as assi/ned to the #riter of the opinion of the !ourtAs Division. RTEM#O -. P NG N#B N !hief ?ustice

Republic of the Philippines