Sei sulla pagina 1di 2

Carolina Hernandez-Nievera, et. al. v. Wilfredo Hernandez, et.al.

G.R. No. 171165, 14 February 2011, SECOND DIVISION, (Peralta, J.)

FACTS:

Project Movers Realty & Development Corporation (PMRDC), one of the respondents, entered
into different agreements with the other respondents Home Insurance & Guaranty Corporation
(HIGC) and Land Bank of the Philippines through its president Mario Villamor in reference to
construction projects contemplated to be executed in Batangas and Caloocan City. PMRDC
then entered into a Memorandum of Agreement (MOA) with petitioners Carolina HernandezNievera, Margarita H. Malvar and Demetrio P. Hernandez wherein PMRDC was given the option
to buy pieces of land owned by the former within 12 months from the date of the instrument
along with the payment of option money. It was further stated that in case there is failure to avail
within the stipulated option period of 12 months, the option money shall be forfeited in favor of
the vendor and the vendee shall return all the Transfer Certificates of Title (TCT) of the covered
parcels of land to the former.

When PMRDC decided to convey more properties to its Asset Pool, it entered a Deed of
Assignment and Conveyance with LBP and Demetrio, who acted through the same special
power of attorney used in the MOA. The DAC sought to transfer and assign some lands in Area
II to the asset pool in exchange for a number of shares of stock which had been issued in favor
and in the name of Demetrio.

PMRDC admits that they did not avail the express stipulation of 12-month option period in the
MOA. Hernandez-Nievera, et. al. demands that the TCTs be returned to them but PMRDC
refused contending that the properties were already transferred and assigned to the Asset Pool
pursuant to the DAC. Hernandez-Nievera, et. al. filed an action to rescind the MOA and to
declare the DAC a nullity. The trial court ruled in favor of Hernandez-Nievera. Aggrieved, the
other party appealed to the Court of Appeals which reversed and set aside the ruling of the trial
court. Hence, this petition.

ISSUE:

Whether or not the Memorandum of Agreement was novated by the Deed of Assignment and
Conveyance

RULING:

YES.

Citing the case of California Bus Lines, Inc. v. State Investment House, Inc.
There are two ways which could indicate, in fine, the presence of novation and
thereby produce the effect of extinguishing an obligation by another which substitutes the
same. The first is when novation has been explicitly stated and declared in unequivocal
terms. The second is when the old and the new obligations are incompatible on every
point. The test of incompatibility is whether the two obligations can stand together, each
one having its independent existence. If they cannot, they are incompatible, and the
latter obligation novates the first. Corollarily, changes that breed incompatibility must be
essential in nature and not merely accidental. The incompatibility must take place in any
of the essential elements of the obligation such as its object, cause or principal
conditions thereof; otherwise, the change would be merely modificatory in nature and
insufficient to extinguish the original obligation.

Potrebbero piacerti anche