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* FIRST DIVISION.
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this case where the trial court and the appellate court arrived at
diverse factual findings.
Contracts; Interpretation of Contracts; If the terms of the
agreement are ambiguous, resort is made to contract interpretation
which is the determination of the meaning attached to written or
spoken words that make the contract.·It is basic in the
interpretation and construction of contracts that the literal
meaning of the stipulations shall control if the terms of the contract
are clear and leave no doubt on the intention of the contracting
parties. However, if the terms of the agreement are ambiguous,
resort is made to contract interpretation which is the determination
of the meaning attached to written or spoken words that make the
contract. To ascertain the true intention of the parties, their
subsequent or contemporaneous actions must be principally
considered.
Same; Same; There is no reason to apply Article 1377 of the
Civil Code·that the interpretation of obscure words or stipulations
in a contract shall not favor the party who caused the obscurity·
where the evident intention of the parties can be readily discerned by
their subsequent and contemporaneous acts.·Petitioners, however,
insist that it was respondentÊs counsel who prepared the
Kasunduan and any ambiguity therein should be construed against
respondent pursuant to Article 1377 of the Civil Code which states
that the interpretation of obscure words or stipulations in a
contract shall not favor the party who caused the obscurity. We find
no reason to apply Article 1377 of the Civil Code in this case where
the evident intention of the parties can be readily discerned by their
subsequent and contemporaneous acts. While it is true that the
Kasunduan was prepared by the counsel of respondent, there is no
indication that respondent took unfair advantage of petitioners
when he had the terms of the Kasunduan drawn by his counsel.
Petitioners freely assented to the Kasunduan which is written
entirely in a language spoken and understood by both parties. That
petitioners were fully aware of the terms of the Kasunduan is
evidenced by their attempts to comply with their obligation by
securing a subdivision plan and technical description of the
property subject of sale.
Same; Same; Same; Sales; The rights of the parties are governed
by the terms and the nature of the contract they enter into.·Having
ruled that the kaukulang titulo ng lupang nabanggit refers to a
separate title in the name of Julio Garcia, we proceed to the issue as
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AZCUNA, J.:
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28-91 requiring parties to submit a certification of non-
forum shopping in petitions filed before the Supreme Court
and the Court of Appeals. Petitioners lament that although
they raised the issue regarding respondentÊs procedural
lapse early on at the appellate court, the latter still
entertained respondentÊs appeal.
As a rule, our jurisdiction in cases brought before us
from the Court of Appeals under Rule 45 of the Rules of
Court is limited to reviewing errors of law. Factual findings7
of the appellate court are generally binding on us.
However, this principle is subject to certain exceptions such
as the situation in this case where the trial court and the
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appellate court arrived at diverse factual findings.
The subject of conflicting interpretations between the
parties pertains to the provision in the Kasunduan which
states:
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Tata Omy,
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12 Records, p. 182.
13 Records, Exhibit 10-Exhibit 10-A-3, pp. 158-177.
14 Records, Exhibit 10-A-3, p. 160.
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Ang gumagalang,
(Sgd.) Rogelio Garcia
Received: P1,000.00
By (Sgd). Rosita Garcia
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filed an action in court for rescission. The parties
evidently assumed petitioners would be able to deliver a
separate title in the name of Julio Garcia to respondent
within six (6) months from the time of the execution of the
Kasunduan since there was already a pending petition in
court for the issuance of a separate title to 21,460 square-
meter lot at that time. Unfortunately, the petitioners were
not able to secure a separate title in the name of Julio
Garcia within the stipulated period.
Finally, we note that, as quoted earlier, the Kasunduan
itself in its opening paragraph refers to the subject
property being sold as „buong lawak na 21,460 metrong
parisukat, x x x at sa kasalukuyan may nabibinbing
kahilingan sa hukuman upang magkaroon ng sariling
titulo; x x x.‰ The next paragraph of the Kasunduan,
therefore, which speaks of „ang kaukulang titulo sa lupang
nabanggit,‰ clearly refers to the separate title being applied
for, even without resort to extraneous evidence.
Petitioners, however, insist that it was respondentÊs
counsel who prepared the Kasunduan and any ambiguity
therein should be construed against respondent pursuant
to Article 1377 of the Civil Code which states that the
interpretation of obscure words or stipulations in a contract
shall not favor the party who caused the obscurity.
We find no reason to apply Article 1377 of the Civil Code
in this case where the evident intention of the parties can
be readily discerned by their subsequent and
contemporaneous acts. While it is
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or to 20
waive that condition under Article 1545 of the Civil
Code. Hence, it is the respondent who has the option
either to refuse to proceed with the sale or to waive the
performance of the condition imposed on his obligation to
pay the balance of the purchase price.
It follows that, not having established that they were
ready, able and willing to comply with their obligation to
deliver to respondent a separate title in the name of Julio
Garcia, petitioners may not ask for rescission of the
Kasunduan nor recover damages.
As regards the issue that the appellate court should
have dismissed respondentÊs appeal for failure of
respondent to comply with Circular No. 28-91 requiring the
submission of a certificate of non-forum shopping in
petitions filed before us and the Court of Appeals, suffice it
to say that when technicality deserts its function of being
an aid to justice, the courts are justified
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in exempting from
its operations a particular case. Procedural rules are
intended to insure the orderly conduct of litigation, because
of the higher objective they 22
seek, which is to protect the
partiesÊ substantive rights.
WHEREFORE, the petition is DENIED and the decision
rendered by the Court of Appeals in CA-G.R. No. 40954
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