Republic of the Philippines

SUPREME COURT
Manila

BRENDA SIMON AND

LORENZO GARCIA,
Petitioner, Civil Code No. 03157

-versus-

SILVER FILMS INC.,

Respondent.
x-----------------------------------x

PETITION FOR REVIEW ON CERTIORARI

Respondent, Silver Films Inc., through the undersigned counsel, unto

this Honorable Court, most respectfully alleges that:

NATURE OF THE PETITION

1. This is a petition for review under Rule 42 of the Rules of Court, a mode
of appeal from a judgment of the Court of Appeals, rendered in the
exercise of its appellate jurisdiction.

2. Final judgment or order of the Court of Appeals in an appeal from the

final judgement or order of a Regional Trial Court may be appealed to the
Supreme Court through Petition for Review under this rule, where the
appeal involves questions of law.

THE PARTIES

3. Petitioners Brenda Simon and Lorenzo Garcia is an actor, of legal age,

with postal address at 23 Loacquia Subdivision, Makati City represented
in this case by the Edice Law Office, c/o Atty. Kitty Edice, with office
address at Unit 310, Edice Building, Manila.

4. Private respondent Silver Films Inc. is a film producer engaged in the

business of employing actors and actresses for the motion pictures they
produce, and holds office in Antonio St. Forbes Park, Quezon City,
represented in this case by his counsel of records, Atty. Cassandra
Valeros, with office address at 302 PSSC Building, Quezon City.

MATERIAL DATES

5. This case originated from the Regional Trial Court (RTC Branch 107,
Manila) docketed as Civil Case No. 30012, from which the judge
rendered an Order on 24 October 2000 approving the 17 June 1999
amendment entered by the parties as a Compromise Agreement.
6. Respondent first moved to dismiss the case on the ground that the dispute
between the parties had already been settled and amicably resolves as per
amendment to the 1996 and 1998 Contract dated June 17, 1999. RTC
noted that the Amendment was the basis of petitioners Motion to
Dismiss, it resolved to render a compromise judgment in favor of
petitioner.

7. The RTC, for the resolutions of motion filed by the respondent rendered
on its 06 March 2000 Order a judgment terminating the proceedings of
the case and denying the Motion for Reconsideration and Motion to defer
Filing of Answer for having become moot and academic, while
upholding the compromise judgement on its 24 October 2000 order.

8. On 04 June 2002 (on the case docketed as CA-G.R. No. 54389), the
Court of Appeals affirmed the 24 October 2000 Order of the RTC which
ruled that the amendment dated 17 June 1999 between Brenda Simon and
Silver Films, Inc. was a compromise agreement, and was ratified when
petitioner Garcia expressed his conformity through his 03 July 2000
Manifestation.

STATEMENT OF THE MATTERS INVOLVED

9. Actor Lorenzo Garcia and Brenda Simon- Garcias talent manager, sued
Silver Films, Inc. for rescission of the actors movie contract and for
damages. Before filing an answer, Silver Films, Inc. entered into an
amendment of contracts with Simon maintaining the contract but
providing for payment of a substantial sum of money and a parcel of land
in Quezon City. Garcia claimed no authorization of the agreement for
what he wanted was for the producer to release him from the contract.
10.As the case dragged on, Garcia got involved in a film festival scandal but
tainted his image. When Silver Films, Inc. offered to release him from his
contract, he suddenly had a change of heart. He told the court that he
would now accept the agreement signed by his talent manager, on the
condition that it will be considered as a compromise agreement.

11.Over the objection of Silver Films, Inc. the trial court rendered judgment
on the Civil Case No. 30012 approving the compromise agreement and
directing the producer to pay. Court of Appeals on its decision dated 05
June 2004 affirmed the trial courts judgment and made the following
rulings:

First. Since there was consent of all parties, there was an

Amendment or Compromise Agreement to the contract signed by
Simon and Silver Films representative to which amendment
Garcia through his Manifestation expressed his conformity.

Second. The compromise agreement was perfected and is binding

on the parties and may not later be disowned simply because of a
change of mind of Silver Films and/or Simon by claiming, in their
Opposition/Reply to Garcias Manifestation, that after the 2000
National Films Festival fiasco in which Garcia was involved, the
relationship between the parties had become bitter to render
 compliance with the terms and conditions of the amendment no
longer possible and consequently release Garcia from the 1996 and
1998 contracts.

12. Garcia and Lorenzo implores the Court to rectify the above rulings for
not only do they contravene the law, they are also irrational and unjust.

THE FACTS AND THE CASE

13. Brenda Simon and Lorenzo Garcia filed with the lower court a
Complaint dated 27 May 1999 which sought the rescission of the 1998
Agreement entered into with defendant Silver Films, Inc.

14.While the case was pending, a renegotiation between the plaintiff Garcia,
represented by Simon, and defendant Silver Films took place which
resulted in an Amendment dated 17 June 1999 that superseded all terms
and conditions embodied in their previous contracts.
15. Silver Films, Inc. and Simon separately filed Motions to Dismiss on the
ground that the dispute involving the parties had already been settled
through said Amendment.

16. Garcia opposed the Motions to Dismiss, alleging that he did not
authorize Simon to represent him in the renegotiation of the agreements.

17. Subsequently, Garcia, in a Manifestation dated 03 July 2000, expressed

his willingness to honor the terms and conditions of the Amendment
dated 17 June 1999 on the supposition that the same shall be considered a
Compromise Agreement.

18. Silver Films, Inc. and Simon opposed Garcias proposal to treat the said
Amendment as a Compromise Agreement. Instead, Silver Films, Inc.
suggested that the terms and conditions of the Agreement reached by the
parties during the preliminary conference held on 23 July 2000 be
adhered to, i.e., defendant shall release plaintiff Garcia from his
contractual agreements.

19.The trial court, in an order dated 24 October 2000, treated the Addendum
to the 1996 and 1998 Contracts dated 17 June 1999 as a Compromise
Agreement and denied all pending motions, including the Motions to
Dismiss separately filed by defendant and Simon.

20.Defendant filed a motion for reconsideration of the order dated 24

October 2000. The lower court, however, rendered an order dated 06
March 2001 which denied the afforecited motion for reconsideration and
ruled in favor of plaintiff Garcia, stating that:

A compromise agreement was entered into by the parties through

the Amendment dated 17 June 1999.

21. Silver Films, Inc. appealed the decision to the Court of Appeals and the
case was docketed as CA-G.R. CV No. 54389. Silver Films filed its
appellants brief. In response, Garcia filed his appellees brief.
 22.On 05 June 2004 the Court of Appeals affirmed the decision of the trial
court, hence, this petition.

QUESTIONS OF LAW

Petitioner presents the following questions of law:

1.
Whether or not the addendum submitted by the Silver Films serve as basis for
its Motion to Dismiss can be used in rendering judgment on a Compromise
Agreement.

2.
Whether or not there is a basis in fact and in law for a compromise agreement
there being no such agreement between the parties.

3.
Whether or not there has been meeting of the minds between the parties that
elevated the previously rejected addendum to the level of a judgment on a
compromise.

REASON FOR ALLOWING THE PETITION

I.
Rendering the judgment on compromise based on the addendum submitted
to merely serve as a basis for motion to dismiss is untenable.

If the motion to dismiss filed by Silver Films has been denied, then the
basis thereof- addendum 17 June 1999, cannot be used as the basis for the
judgment on compromise. In fact, the RTC stated in its 24 October 2000 Order
that it agrees with Silver Films that indeed no formal compromise agreement
was submitted by the parties for the approval of the court. However, it added
that it was urged to believe that there was such a settlement of dispute between
the parties in view of the Amendment dated 17 June 1999 which it in fact used
as basis for asking the dismissal of the complaint.

The lower court erred in denying the motion to dismiss file pursuant to
the Amendment and in treating the rejected Amendment as the Compromise
Agreement itself. The denial of the motion to dismiss amounts to a rejection of
the Amendment, hence, this undisputable circumstance bars the trial court from
treating the rejected Amendment as the Compromise Agreement.

II.
Rendering judgment on a compromise agreement when the parties did not
agree to such a compromise is erroneous.

The Court of Appeals affirmed the ruling of the trial court which ruled
that the agreement entered into by Silver Films and Brenda Simon, and later on
ratified by Garcia is a compromised agreement. This is despite the facts that
Simon and Silver Films did not treat it to be a compromise, and that defendant
initially disapproved such agreement for being grossly disadvantageous to him,
and that he did not give his manager the consent to represent him in such
agreement.

A compromise agreement is a contract between the parties, which if not

contrary to law, morals or public policy, is valid and enforceable between them
(Municipal Board of Cabanatuan City v. Samahang Magsasaka, Inc., 62 SCRA
435 [1975]).

There are two kinds of compromise agreements, the judicial, which puts
an end to a pending litigation, and the extrajudicial, which is to avoid a
litigation (Civil Code of the Philippines, Art. 2028; Caguioa, VI Commentaries
and Cases, on Civil Law 292 [1970]).

As a contract, a compromise agreement is perfected by mutual consent

(Rovero v. Amparo, 91 Phil. 228 [1952]). A judicial compromise, however,
while binding between the parties upon its execution, is not executory until it is
approved by the court and reduced to a judgment.
Article 2037 of the Civil Code of the Philippines provides:

A compromise has upon the parties the effect and authority of res
judicata; but there shall be no execution except in compliance with a
judicial compromise.

The non-fulfillment of the terms and conditions of a compromise agreement

approved by the court justifies execution thereof and the issuance of the writ for
said purpose is the court's ministerial duty enforceable by mandamus (Maceda,
Jr. v. Moreman Builders Co., Inc., 203 SCRA 293 [1991]).

The intent of Silver Films to disregard all the previous agreements-

including the addendum, which was not even settled in court, is clearly shown
in the new 23 June 2000 contract it entered with Simon, which seeks to release
Garcia from all his contractual commitments. Conclusively, the parties indeed
did not agree to such compromise agreement.

III.
Rendering a judgment that there has been meeting of the minds
between the parties that elevated the previously rejected addendum to the
level of a judgment on a compromise agreement is erroneous.

The Court of Appeals rendered judgment on a compromise when such

compromise has not been perfected by the acceptance of all the parties. It ruled
that:

In the instant case, there was an Amendment to the contract signed by

Simon and Silver Films representative to which addendum Garcia through his
Manifestation expressed his conformity. There was, therefore, consent of all the
parties.

Consent is defined as the concurrence of the wills of the contracting

parties with respect to the object and the cause which shall constitute the
contract. It is the meeting of the minds between all theparties regarding the
contract. It was stated on the facts of the case that said 17 June 2000 agreement
entered by Silver Films and Simon was to be treated as an amendment to the
prior 1996 and 1998 contracts.

However, such agreement was not settled in court which means that no
agreement existed. Also, it was never meant and agreed by them to be a
compromise agreement. In the first place, respondent Garcia did not approve
such agreement and he communicated his disapproval about it. Therefore, there
was no concurrence of the wills or meeting of the minds of all the parties
concerned on the assailed agreement and consequently, no compromise
agreement can be executed.

Consent is manifested by the meeting of the offer and acceptance upon

the thing and the cause which are to constitute the contract. The offer must be
certain and the acceptance absolute. A qualified acceptance constitutes a
counter-offer.

The condition that Garcia will ratify the agreement provided that it
should be considered as a compromise agreement constitutes a counter offer.
Meaning, the original offer ceased to exist, and the new qualified offer in the
part of Garcia will only constitute a valid agreement if accepted by Silver
Films. It is undisputed that Silver Films did not consent to such offer making
the counter offer as good as null, and must be equally treated as that of the
rejected addendum.

We can therefore arrive that the addendum is inexistent so is the

compromise agreement that is invoked by Garcia. Hence, the court erred in
treating the proposed addendum as a compromise agreement that will enable
Garcia to maintain his uphold contract.

Garcias contention that he did not give his manager the consent to
represent him in the 17 June 2000 agreement would make the addendum
unenforceable. Consequently, it would make the compromise agreement
unenforceable as well.

Even honoring the Manifestation of Garcia will not support the erroneous
ruling, because of the absence of his consent in the addendum which is the basis
of the compromise agreement he seeks to uphold. It is rule that consent could be
given not only by the party himself but by anyone duly authorized and
authorized and acting for and in his behalf. However, by Garcias own
admission, the addendum was entered into without his knowledge and consent.

Provisions of the Civil Code which govern defective contracts provide

that a contract entered into in the name of another by one who ostensibly might
hjave but who, in reality, had no real authority or legal representation, or who,
having such authority, acted beyond his powers, would be unenforceable.
Unenforceable contract are susceptible of ratifications; however it should have
been made before the revocation by the other contracting party. Silver Films,
revoked the addendum thereby invalidating Garcias ratification, when the
producer expressed its willingness to release respondent from all his contractual
agreements during the preliminary conference held on 23 June 2000.
 PRAYER

WHEREFORE, premises considered, it is respectfully prayed that the

RTC Order dated 24 October 2000 and the CA Decision dated 05 June 2004
appealed from be reversed and set aside and the case be DISMISSED.

Other relief just or equitable remedies under the circumstances are

likewise prayed for.

RESPECTFULLY SUBMITTED.

Quezon City, May 19, 2017.

By:

Karen S. Ampeloquio
Roll of Attorney No. 150325
IBP No. 98765/2-5-12/Quezon City
PTR No. 23456/12-22-11/Quezon City