ROXAS V DE ZUZUARREGUI, JR.

FACTS
- 1977, the National Housing Authority (NHA) filed expropriation proceedings against the Zuzuarreguis
for parcels of land belonging to them situated in Antipolo, Rizal with a total land area of 1, 790,
570.36
- The Zuzuarreguis engaged the legal services of Attys. Romeo G. Roxas and Santiago N. Pastor
- They executed a Letter-Agreement dated April 22, 1983 which indicated that the contingent fees
that the lawyers will receive at P11 or more per square meter is thirty percent of the just
compensation
- The appropriate proceedings thereafter ensued and on October 29, 1984, a Partial Decision was
rendered fixing the just compensation to be paid to the Zuzuarreguis at P30 per square meter
- The NHA filed a Motion for Reconsideration for the lowering of the amount of just compensation in
accordance with applicable laws
- Pending the resolution of the MFR filed by the NHA, a joint special power of attorney was executed
by the Zuzuarreguis in favor of Attys. Roxas and Pastor
- On December 10, 1985, a Letter-Agreement was executed by and between the Zuzuarreguis and
Attys. Roxas and Pastor which fixed the just compensation due the Zuzuarreguis at P17, and anything
in excess of that shall be the contingent fees of Attys. Roxas and Pastor for their legal services
- Resolution No. 1174 dated December 16, 1985, issued by the NHA, stated that the property would
be acquired at a cost of P19.50 per square meter and that it will be paid in NHA Bonds which the yield
would be based on the Central Bank rate at the time of the payment
- As a result of the NHA Resolution, a Compromise Agreement was executed and it was approved by
the Court in a Decision dated December 20, 1985.
- Computed at P19.50 per square meter, the property of the Zuzuarreguis was expropriated at a total
price of P34, 916, 122. The total amount released by the NHA was P54, 500, 00. The difference of
P19, 583, 878 is, undoubtedly, the yield of the bonds.
- The amount turned over to the Zuzuarreguis by Atty. Roxas amounted to P30, 520, 000 in NHA
bonds
- On August 25, 1987, a letter was sent by the Zuzuarreguis new counsel to Attys. Roxas and Pastor
demanding that the latter deliver to the Zuzuarreguis the yield corresponding to bonds paid by the
NHA within a period of 10 days from receipt, under pain of administrative, civil and/or criminal action
- Attys. Roxas and Pastor answered stating that the amount that they go seems huge from the surface
but it just actually passed their hands.
- On September 29, 1987, a letter was again sent to Attys. Roxas and Pastor formally terminating
their services
- The Zuzuarreguis then filed a civil action for Sum of Money and Damages, they demanded that the
yield on the NHA bonds be turned over to them
- The RTC dismissed the complaint
- The Zuzuarreguis filed a Notice of Appeal
- The Court of Appeals ordered Attys. Roxas and Pastor to return to the plaintiffs the amount of P12,
596, 425, already deducting the reasonable attorneys fees in the amount of P4,4 76,426.275
- Attys. Roxas and Pastor filed a MFR
- The Zuzuarreguis also filed a MFR
- The NHA and Pedrosa also filed a MFR
- All MFRs were denied for lack of merit
- Attys. Roxas and Pastor then filed a petition for certiorari
ISSUES
1. WON the letter-agreement executed by the parties should stand as law between them
2. WON the contingent fees were reasonable
HELD
1. Yes. A contract is a meeting of the minds between two persons whereby one binds himself, with
respect to the other, to give something or to render some service. The Zuzuarreguis, in entering into
the Letter-Agreement, fully gave their consent thereto. In fact, it was them who sent the said letter to
Attys. Roxas and Pastor, for the purpose of confirming all matters which they had agreed upon
previously. There is absolutely no evidence to show that anybody was forced into entering into the
Letter-Agreement. It is basic that a contract is the law between the parties.
2. No. Under the contract in question, Attys. Roxas and Pastor are to receive contingent fees for their
professional services.
Canon 13 of the Canons of Professional Ethics states: a contract for contingent fee, where
sanctioned by law, should be reasonable under all the circumstances of the case including the risk
and uncertainty of the compensation, but should always be subject t o the supervision of a court,
as to its reasonableness
Canon 20, Rule 20.01 of the Code of Professional Responsibility states the guidelines by which a
lawyer should determine his fees (see original)
- Indubitably entwined with the lawyers duty to charge only reasonable fees is the power of this
Court to reduce the amount of attorneys fees if the same is excessive and unconscionable (Section
24, Rule 138, Rules of Court). Attorneys fees are unconscionable if they affront ones sense of

justice, decency or reasonableness. Therefore, the power to determine the reasonableness of

attorneys fees stipulated by the parties is a matter falling within the regulatory prerogative of the
courts.
- In the instant case, Attys. Roxas and Pastor received an amount which is equal to 44% of the just
compensation paid by the NHA to the Zuzuarreguis. Considering that there was no full blown hearing
in the expropriation case, ending as it did in a Compromise Agreement, the 44% is undeniably
excessive. In the opinion of the Court, 87.17% of the yields of the bond should go to the Zuzuarreguis
computing from the amounts stipulated in the Letter-Agreement. The remaining amount is what is
due to Attys. Roxas and Pastor. The SC affirms the decision of CA with modification in the
computation of the attorneys contingent fees.