Quiombing v.

CA

G.R. No. 93010, 30 August 1990

FACTS:

On August 30, 1983, Nicencio Tan Quiombing and Dante Biscocho, as the First Party, jointly and severally bound themselves in
a “Construction and Service Agreement” to construct a house for private respondents Francisco and Manuelita Saligo, as the
Second Party, for the contract price of P137,940.00, which the latter agreed to pay. On October 10, 1984, Quiombing and
Manuelita Saligo entered into a second written agreement under which the latter acknowledged the completion of the house and
undertook to pay the balance of the contract price in the manner prescribed in the said second agreement. On November 19,
1984, Manuelita Saligo signed a promissory note for P125,363.50 representing the amount still due from her and her husband,
payable on or before December 31, 1984, to Nicencio Tan Quiombing.

On October 9, 1986, Quiombing filed a complaint for recovery of the said amount, plus charges and interests, which the private
respondents had acknowledged and promised to pay but had not, despite repeated demands. Instead of filing an answer, the
defendants moved to dismiss the complaint on February 4, 1987, contending that Biscocho was an indispensable party and
therefore should have been included as a co-plaintiff.

ISSUE:
Whether or not Biscocho is an indispensable party in the case.

RULING:
Article 1212 of the Civil Code provides:

Each one of the solidary creditors may do whatever may be useful to the others, but not anything which may be prejudice to the
latter. Suing for the recovery of the contract price is certainly a useful act that Quiombing could do by himself alone.

A joint obligation is one in which each of the debtors is liable only for a proportionate part of the debt, and each creditor is entitled
only to a proportionate part of the credit. A solidary obligation is one in which each debtor is liable for the entire obligation, and
each creditor is entitled to demand the whole obligation. Hence, in the former, each creditor can recover only his share of the
obligation, and each debtor can be made to pay only his part; whereas, in the latter, each creditor may enforce the entire
obligation, and each debtor may be obliged to pay it in full.

The essence of active solidarity consists in the authority of each creditor to claim and enforce the rights of all, with the resulting
obligation of paying every one what belongs to him; there is no merger, much less a renunciation of rights, but only mutual
representation.

The question of who should sue the private respondents was a personal issue between Quiombing and Biscocho in which the
spouses Saligo had no right to interfere. It did not matter who as between them filed the complaint because the private
respondents were liable to either of the two as a solidary creditor for the full amount of the debt. Full satisfaction of a judgment
obtained against them by Quiombing would discharge their obligation to Biscocho, and vice versa; hence, it was not necessary
for both Quiombing and Biscocho to file the complaint. Inclusion of Biscocho as a co-plaintiff, when Quiombing was competent
to sue by himself alone, would be a useless formality.

Parenthetically, it must be observed that the complaint having been filed by the petitioner, whatever amount is awarded against
the debtor must be paid exclusively to him, pursuant to Article 1214. This provision states that “the debtor may pay any of the
solidary creditors; but if any demand, judicial or extrajudicial, has been made by any one of them, payment should be made to
him.

If Quiombing eventually collects the amount due from the solidary debtors, Biscocho may later claim his share thereof, but that
decision is for him alone to make. It will affect only the petitioner as the other solidary creditor and not the private respondents,
who have absolutely nothing to do with this matter. As far as they are concerned, payment of the judgment debt to the complainant
will be considered payment to the other solidary creditor even if the latter was not a party to the suit.

Although he signed the original Construction and Service Agreement, Biscocho need not be included as a co-plaintiff in the
complaint filed by the petitioner against the private respondents. Quiombing as solidary creditor can by himself alone enforce
payment of the construction costs by the private respondents and as a solidary debtor may by himself alone be held liable for
any possible breach of contract that may be proved by the private respondents. In either case, the participation of Biscocho is
not at all necessary, much less indispensable.

* Case digest by Paula Bianca E.Eguia, LLB-1, Andres Bonifacio Law School, SY 2017-2018
Lafarge Cement Phil v. Continental Cement

G.R. No. 155173, 23 November 2004

FACTS:

In the Letter of Intent (LOI) executed by both parties, Petitioner Lafarge Cement Philippines, Inc. on behalf of its affiliates and
other qualified entities agreed to purchase the cement business of Respondent Continental Cement Corporation. Both parties
entered into a Sale and Purchase Agreement knowing that respondent has a case pending with the Supreme Court. In anticipation
of future liability, the parties allegedly agreed to retain from the purchase price a certain amount to be deposited in an account
for payment to the complainant who sued respondent herein. Upon the finality of the decision of the said case wherein liability
was imposed to the respondent, petitioner allegedly refused to apply the sum for payment despite repeated instructions of the
Respondent. Respondent filed a Complaint with Application for Preliminary Attachment against petitioners.

Petitioners filed their Answer and Compulsory Counterclaims denying all the allegations and alleged that respondent`s majority
stockholder (Lim) which is also the company president and the corporate secretary (Mariano), influences respondent to file the
baseless complaint and procured the Writ of Attachment in bad faith. Hence, petitioners prayed that both the president and
corporate secretary be held jointly and solidarily liable with respondent. RTC dismissed petitioner`s counterclaims.

ISSUE:

May defendants in civil cases implead in their counterclaims persons who were not parties to the original complaint?

RULING:

Counterclaims are defined in Section 6 of Rule 6 of the Rules of Civil Procedure as any claim which a defending party may have
against an opposing party. They are generally allowed in order to avoid a multiplicity of suits and to facilitate the disposition of
the whole controversy in a single action, such that the defendants demand may be adjudged by a counterclaim rather than by an
independent suit. The only limitations to this principle are (1) that the court should have jurisdiction over the subject matter of the
counterclaim, and (2) that it could acquire jurisdiction over third parties whose presence is essential for its adjudication.

The general rule that a defendant cannot by a counterclaim bring into the action any claim against persons other than the plaintiff
admits of an exception under Section 14, Rule 6 which provides that when the presence of parties other than those to the original
action is required for the granting of complete relief in the determination of a counterclaim or cross-claim, the court shall order
them to be brought in as defendants, if jurisdiction over them can be obtained.

The foregoing procedural rules are founded on practicality and convenience. They are meant to discourage duplicity and
multiplicity of suits. This objective is negated by insisting — as the court a quo has done — that the compulsory counterclaim for
damages be dismissed, only to have it possibly re-filed in a separate proceeding. Respondents Lim and Mariano are real parties
in interest to the compulsory counterclaim; it is imperative that they be joined therein. Moreover, in joining Lim and Mariano in the
compulsory counterclaim, petitioners are being consistent with the solidary nature of the liability alleged therein.

WHEREFORE, the Petition is GRANTED and the assailed Orders REVERSED. The court of origin is hereby ORDERED to take
cognizance of the counterclaims pleaded in petitioners Answer with Compulsory Counterclaims and to cause the service of
summons on Respondents Gregory T. Lim and Anthony A. Mariano.

* Case digest by Frilin Lomosad, LLB-1, Andres Bonifacio Law School, SY 2017-2018
SPOUSES VILLAMOR, petitioners, 
vs.
 COURT OF APPEALS AND SPOUSES MACARIA
LABINGISA REYES AND ROBERTO REYES, respondents.
G.R. No. 97332 October 10, 1991
FACTS:
Reyes was the owner of a lot located at Caloocan City, as evidenced by TCT of the Register of Deeds of Rizal.
Reyes sold a portion of the lot (300sqm) to the Spouses Villamor. Earlier, Reyes borrowed money from the
spouses which amount was deducted from the total purchase price of the lot sold. The portion sold to the
Villamor spouses is now covered by a different TCT while the remaining portion which is still in the name of
Reyes is covered by a different TCT. Reyes executed a "Deed of Option" in favor of Villamor in which the
remaining portion of the lot would be sold to Villamor under the certain conditions.
According to Macaria Reyes, when her husband, Roberto Reyes, retired, they offered to repurchase the lot
sold by them to the Villamor spouses but Marina Villamor refused and reminded them instead that the Deed
of Option in fact gave them the option to purchase the remaining portion of the lot.
The Villamors, on the other hand, claimed that they had expressed their desire to purchase the remaining
portion of the lot but the Reyes had been ignoring them. Thus, after conciliation proceedings in the barangay
level failed, they filed a complaint for specific performance against the Reyes.
Judgment was rendered by the trial court in favor of the Villamor spouses.
The Court of Appeals rendered a decision reversing the decision of the trial court and dismissing the complaint.
The reversal of the trial court's decision was premised on the finding of respondent court that the Deed of
Option is void for lack of consideration.
The Villamor spouses brought the instant petition for review on certiorari.
ISSUE:
Whether the ‘kind’ of Deed of Option in this case was valid
RATIO:
The court a quo, rule that the Deed of Option was a valid written agreement between the parties. The law
provides that when the terms of an agreement have been reduced to writing it is to be considered as
containing all such terms, and therefore, there can be, between the parties and their successors in interest no
evidence of their terms of the agreement, other than the contents of the writing. ... (Section 7 Rule 130
Revised Rules of Court)
A sale must be for a price certain (Art. 1458). The respondent appellate court failed to give due consideration
to the evidence which shows that the Villamor spouses bough an adjacent lot from the brother of Macaria
Reyes for only P18.00 per square meter which the respondents Reyes did not rebut. Thus, expressed in terms
of money, the consideration for the deed of option is the difference between the purchase price of the portion
of the lot in 1971 (P70.00 per sq.m.) and the prevailing reasonable price of the same lot in 1971. Whatever it
is, (P25.00 or P18.00) though not specifically stated in the deed of option, was ascertainable. Villamors
allegedly paying P52.00 per square meter for the option may, as opined by the appellate court, be improbable
but improbabilities does not invalidate a contract freely entered into by the parties.
The "deed of option" entered into by the parties in this case had unique features. Ordinarily, an optional
contract is a privilege existing in one person, for which he had paid a consideration and which gives him the
right to buy, for example, certain merchandise or certain specified property, from another person, if he
chooses, at any time within the agreed period at a fixed price. The first part of the deed covered the statement
on the sale of the 300 square meter portion of the lot to Spouses Villamor at the price of P70.00 per square
meter "which was higher than the actual reasonable prevailing value of the lands in that place at that time (of
sale)." The second part stated that the only reason why the Villamor spouses agreed to buy the said lot at a
much higher price is because the vendor (Reyes) also agreed to sell to the Villamors the other half-portion of
300 square meters of the land. Had the deed stopped there, there would be no dispute that the deed is really
an ordinary deed of option granting the Villamors the option to buy the remaining 300 square meter-half
portion of the lot in consideration for their having agreed to buy the other half of the land for a much higher
price. But, the "deed of option" went on and stated that the sale of the other half would be made "whenever
the need of such sale arises, either on our (Reyes) part or on the part of the Spouses Villamor. It appears that
while the option to buy was granted to the Villamors, the Reyes were likewise granted an option to sell. In
other words, it was not only the Villamors who were granted an option to buy for which they paid a
consideration. The Reyes as well were granted an option to sell should the need for such sale on their part
arise.
The option offered by Reyes had been accepted by the Villamors, the promise, in the same document. The
acceptance of an offer to sell for a price certain created a bilateral contract to sell and buy and upon
acceptance, the offer, ipso facto assumes obligations of a vendee. Demandabilitiy may be exercised at any
time after the execution of the deed.
Since there may be no valid contract without a cause of consideration, the promisory is not bound by his
promise and may, accordingly withdraw it. Pending notice of its withdrawal, his accepted promise partakes,
however, of the nature of an offer to sell which, if accepted, results in a perfected contract of sale.
A contract of sale is, under Article 1475 of the Civil Code, "perfected at the moment there is a meeting of
minds upon the thing which is the object of the contract and upon the price. From that moment, the parties
may reciprocally demand perform of contracts." Since there was, between the parties, a meeting of minds
upon the object and the price, there was already a perfected contract of sale. What was, however, left to be
done was for either party to demand from the other their respective undertakings under the contract. It may
be demanded at any time either by the private respondents, who may compel the petitioners to pay for the
property or the petitioners, who may compel the private respondents to deliver the property.
However, the Deed of Option did not provide for the period within which the parties may demand the
performance of their respective undertakings in the instrument. The parties could not have contemplated that
the delivery of the property and the payment thereof could be made indefinitely and render uncertain the
status of the land. The failure of either parties to demand performance of the obligation of the other for an
unreasonable length of time renders the contract ineffective.
Under Article 1144 (1) of the Civil Code, actions upon written contract must be brought within ten (10) years.
The Deed of Option was executed on November 11, 1971. The acceptance, as already mentioned, was also
accepted in the same instrument. The complaint in this case was filed by the petitioners 17 years from the
time of the execution of the contract. Hence, the right of action had prescribed.
It is of judicial notice that the price of real estate in Metro Manila is continuously on the rise. To allow the
Villamors to demand the delivery of the property 17 years after the execution of the deed at the price of only
P70.00 per square meter is inequitous. For reasons also of equity and in consideration of the fact that the
Reyes have no other decent place to live, the Court, in the exercise of its equity jurisdiction is not inclined to
grant petitioners' prayer.
Petition is DENIED. The decision of respondent appellate court is AFFIRMED.
Alipio v. CA

G.R. No. 134100, 29 September 2000

FACTS:

(1) Respondent Romeo Jaring was the lessee of a 14.5 hectare fishpond in Barito, Mabuco, Hermosa, Bataan. The lease was
for a period of five years ending on September 12, 1990. On June 19, 1987, he subleased the fishpond, for the remaining period
of his lease, to the spouses Placido and Purita Alipio and the Manuel Spouses.
(2) The sublessees only satisfied a portion thereof, leaving an unpaid balance of P50,600.00.

(3) Purita Alipio moved to dismiss the case on the ground that her husband, Placido Alipio, had passed away on December 1,
1988.
RTC: Surviving spouse should pay. The trial court denied petitioner’s motion on the ground that since petitioner was herself a
party to the sublease contract, she could be independently impleaded in the suit together with the Manuel spouses and that the
death of her husband merely resulted in his exclusion from the case.

CA: Surviving spouse should pay. It is noted that all the defendants, including the deceased, were signatories to the contract of
sub-lease. The remaining defendants cannot avoid the action by claiming that the death of one of the parties to the contract has
totally extinguished their obligation.

ISSUE:

(1) Whether a creditor can sue the surviving spouse for the collection of a debt which is owed by the conjugal partnership of
gains, or

(2) Whether such claim must be filed in proceedings for the settlement of the estate of the decedent.

RULING:

(1) Surviving spouse is not liable. The conjugal partnership of gains is liable. It is clear that Climaco had a cause of action against
the persons named as defendants therein. It was, however, a cause of action for the recovery of damages, that is, a sum of
money and the corresponding action is, unfortunately, one that does not survive upon the death of the defendant, in accordance
with the provisions of Section 21, Rule 3 of the Rules of Court. As held in Calma v. Tañedo, after the death of either of the
spouses, no complaint about the collection of indebtedness chargeable against the conjugal partnership

can be brought against the surviving spouse. Instead, the claim must be made in the proceedings for the liquidation and settlement
of the conjugal property. The reason for this is that upon the death of one spouse, the powers of administration of the surviving
spouse ceases and is passed to the administrator appointed by the court having jurisdiction over the settlement of estate
proceedings. Indeed, the surviving spouse is not even a de facto administrator such that conveyances made by him of any
property belonging to the partnership prior to the liquidation of the mass of conjugal partnership property is void. the inventory of
the Alipios’ conjugal property is necessary before any claim chargeable against it can be paid. Needless to say, such power
exclusively pertains to the court having jurisdiction over the settlement of the decedent’s estate and not to any other court.

(2) The obligation is joint. Indeed, if from the law or the nature or the wording of the obligation the contrary does not appear, an
obligation is presumed to be only joint, i.e., the debt is divided into as many equal shares as there are debtors, each debt being
considered distinct from one another. Clearly, the liability of the sublessees is merely joint. Since the obligation of the Manuel
and Alipio spouses is chargeable against their respective conjugal partnerships, the unpaid balance of P50,600.00 should be
divided into two so that each couple is liable to pay the amount of P25,300.00.

* Case digest by Leizel O. Lagare, LLB-1, Andres Bonifacio Law School, SY 2017-2018

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