Buenavista Properties, Inc. and/or Josephine Conde vs. Ramon G. Mariño

A second motion for reconsideration of a judgment or final resolution by the same party is prohibited and will not be entertained, except in the higher interest of justice and before the ruling sought to be reconsidered becomes final; once finality attaches, the judgment is immutable and unalterable. In this case, BPI’s June 1, 2016 Motion for Reconsideration With Leave of Court was a second motion for reconsideration of the April 4, 2016 Resolution that had denied with finality its first motion. In any event, the denial of the petition was correct because La Savoie was empowered under the JVA to sell the subdivision lots and BPI had not categorically withdrawn that authority before the July 18, 1997 Contract to Sell with Mariño.

BPI is the successor-in-interest of the landowners under a Joint Venture Agreement with La Savoie Development Corporation for the development and sale of Buenavista Park Subdivision in San Rafael, Bulacan. Mariño is a purchaser of a subdivision lot in that project. The regulatory backdrop includes Presidential Decree No. 957, the Subdivision and Condominium Buyers’ Protective Decree, which governs the obligations of subdivision owners and developers to lot buyers.

The Spouses Buencamino and Spouses San Juan, as landowners, entered into a Joint Venture Agreement with La Savoie Development Corporation for the development of three parcels of land in San Rafael, Bulacan into the Buenavista Park Subdivision. La Savoie was to develop and manage the project, including its sales, while the pricing of lots was to be determined jointly by the landowners and La Savoie. The landowners later sold the property to Josephine Conde, who assigned her interests to Buenavista Properties, Inc.; Conde and BPI then executed an Addendum to the JVA extending the development period to 1997.

BPI, through Conde, wrote La Savoie several letters asking it to stop selling until enough development had been put in place to obtain the best prices and until revised prices were agreed upon. In a letter dated August 17, 1997, BPI reiterated its request to immediately stop selling the subdivision lots until prices were agreed upon, failing which it would be forced to invoke the JVA’s termination clause. La Savoie did not heed these requests.

On July 18, 1997, Mariño and La Savoie, through its President Jeanne Menguito, entered into a Contract to Sell covering a parcel of land in Buenavista Park Subdivision. Paragraph 4 of the Contract provided that upon complete payment of the purchase price, La Savoie would execute a final deed of sale in Mariño’s favor. On February 28, 1998, BPI filed an RTC complaint against La Savoie for termination of the JVA, recovery of properties, and damages, with a prayer for a temporary restraining order and writ of preliminary injunction. The RTC issued a writ of preliminary injunction on August 11, 1998, enjoining La Savoie from selling the remaining unsold lots in the subdivision.

Mariño completed payment for the lot on September 19, 2001. La Savoie transmitted the corresponding Deed of Absolute Sale to BPI for execution. Despite demands, BPI refused to sign the Deed and to deliver title in Mariño’s favor. BPI claimed that La Savoie had sold the subdivision lots in excess of authority, at prices fixed unilaterally and without BPI’s approval.

After BPI refused to execute the deed and deliver title, Mariño filed an action for specific performance against the petitioners before the HLURB. The CA found that Mariño did not appear to have been aware of BPI’s letters to La Savoie asking it to stop selling, and that no case had been filed by BPI to prevent La Savoie from selling at the time of the Contract to Sell. It also found that La Savoie had transmitted the Deed of Absolute Sale to BPI and that the title was in BPI’s name and possession.

• Limited Authority to Sell: Petitioner argued that the authority to sell granted to La Savoie under the JVA was limited to “by way of engaging the services of brokers”; thus, La Savoie’s sale to Mariño was ultra vires.
• No Privity and No Cause of Action: Petitioner maintained that BPI and Conde were not parties to the Contract to Sell, which was between La Savoie and Mariño; the Contract could not bind them, and Mariño had no cause of action against them.
• Indispensable Parties: Petitioner argued that La Savoie and its President Menguito were indispensable parties, and Mariño’s failure to implead them rendered the HLURB decision void.
• Third-Party Complaint: Petitioner asserted that BPI had filed a third-party complaint against La Savoie in its Answer to Mariño’s Complaint.
• Bad Faith Buyer: Petitioner claimed that Mariño was a buyer in bad faith because he failed to examine the title.
• Non-Party Under PD 957: Petitioner argued that the duty to deliver title under Section 25 of Presidential Decree No. 957 cannot be imposed on a non-party to the contract.
• Prior Similar Rulings: Petitioner contended that the CA, which the Supreme Court affirmed, had previously decided a case involving closely identical facts in BPI’s favor, and that the Office of the President had similarly dismissed cases against BPI for refusing to honor La Savoie’s unauthorized sales.
• Withdrawal of Authority: In its motions for reconsideration, petitioner reiterated that BPI had withdrawn La Savoie’s limited authority to sell on July 22, 1996, almost one year before the July 18, 1997 sale to Mariño.
• Grave Abuse of Discretion: Petitioner prayed that the Court take a second look at its arguments and evidence, alleging that the CA twisted the facts and acted with grave abuse of discretion equivalent to a capricious and whimsical exercise of judgment.

• Second Motion for Reconsideration: Whether BPI’s June 1, 2016 Motion for Reconsideration With Leave of Court, filed after the denial with finality of its first motion for reconsideration, is a prohibited second motion for reconsideration.
• Finality of Judgment: Whether the Court may entertain the second motion for reconsideration despite the finality of the April 4, 2016 Resolution.
• Authority to Sell: Whether La Savoie had authority to sell the subdivision lots under the JVA and its Addendum.
• Withdrawal or Rescission of Authority: Whether La Savoie’s authority to sell had been rescinded or categorically withdrawn before the execution of the Contract to Sell with Mariño.
• Intervention by Non-Party: Whether the Court can recognize the representations made by Mr. Delfin V. Cruz, who is not a formal party to the case.

• Second Motion for Reconsideration: No. BPI’s June 1, 2016 Motion for Reconsideration With Leave of Court is a prohibited second motion for reconsideration under Section 2, Rule 52 in relation to Section 4, Rule 56, Rules of Court, and Section 3, Rule 15, Internal Rules of the Supreme Court.
• Finality of Judgment: No. The April 4, 2016 Resolution denied with finality BPI’s first motion for reconsideration; a final judgment is immutable and unalterable, and no further pleadings may be entertained.
• Authority to Sell: Yes. Under clauses 2.2, 3.1, 6.2, and 7.1 of the JVA, La Savoie was empowered to sell the Buenavista Park Subdivision lots, including the subject lot sold to Mariño.
• Withdrawal or Rescission of Authority: No. The Contract to Sell was executed on July 18, 1997, seven months before BPI filed the JVA rescission case on February 28, 1998; BPI’s letters did not categorically terminate the JVA or withdraw La Savoie’s authority to sell.
• Intervention by Non-Party: No. Since Mr. Delfin V. Cruz is not a formal party, the Court cannot recognize his representations; parties should speak through their counsels, and he was warned against further interference.

• Second Motion for Reconsideration: The Court had already denied with finality BPI’s motion for reconsideration in its April 4, 2016 Resolution. The June 1, 2016 Motion for Reconsideration With Leave of Court was a prohibited second motion for reconsideration under Section 2, Rule 52 in relation to Section 4, Rule 56 of the Rules of Court, as well as Section 3, Rule 15 of the Internal Rules of the Supreme Court. Section 2, Rule 52 provides that no second motion for reconsideration of a judgment or final resolution by the same party shall be entertained. Section 3, Rule 15 of the Internal Rules states that the Court shall not entertain a second motion for reconsideration, and any exception can only be granted in the higher interest of justice, which exists when the assailed decision is not only legally erroneous but is likewise patently unjust and potentially capable of causing unwarranted and irremediable injury or damage to the parties. The exception may be invoked only before the ruling sought to be reconsidered becomes final by operation of law or by the Court’s declaration. The case did not present a situation justifying the exception.
• Finality of Judgment: Jurisprudence has settled that a decision that has acquired finality becomes immutable and unalterable and may no longer be modified in any respect, even if the modification is meant to correct erroneous conclusions of fact or law, whether by the court that rendered it or by the highest court of the land. Once a judgment or order becomes final, all issues between the parties are deemed resolved and laid to rest; no additions can be made, and no other action can be taken except to order execution. The April 4, 2016 Resolution denied with finality BPI’s November 10, 2014 motion for reconsideration and provided that no further pleadings or motions shall be entertained and that entry of final judgment should be made. These reasons justified refusing to entertain BPI’s June 1, 2016 second motion for reconsideration.
• Authority to Sell: In any event, the Court correctly denied BPI’s petition for review on certiorari and its motions for reconsideration. The issues and arguments BPI raised merely repeated those previously raised before the HLURB, the Office of the President, and the CA, all of which had duly considered and uniformly ruled against BPI. The issues could be summed into two: whether La Savoie had authority to sell under the JVA and its Addendum, and whether such authority had already been rescinded before the Contract to Sell with Mariño. Contrary to BPI’s claim, clauses 2.2, 3.1, and 6.2 of the JVA empowered La Savoie to provide and exercise general management over the project, including marketing and sales; to act as BPI’s attorney-in-fact with full power and authority to take full possession of the realty, including engaging the services of brokers; and to sell the lots within the specified period. Clause 7.1 additionally authorized La Savoie to receive and give receipts under its name for payments from buyers of the subdivision lots.
• Withdrawal or Rescission of Authority: Contrary to BPI’s assertion, the Contract to Sell between La Savoie and Mariño was executed before BPI categorically withdrew La Savoie’s authority to sell under the JVA. Under clause 8.1, if La Savoie failed or refused to perform its obligations or violated any provision of the JVA, BPI could either sue for specific performance or cancel the contract by written communication. BPI’s option to cancel, instead of suing for specific performance, became categorically clear only on February 28, 1998, when it filed the JVA rescission case against La Savoie. La Savoie and Mariño entered into the Contract to Sell on July 18, 1997, or seven months prior to the filing of the JVA rescission case; La Savoie then still retained full authority under the JVA to enter into the Contract to Sell. Although BPI wrote La Savoie several letters prior to the filing of the JVA rescission case—on July 22, 1996, August 15, 1996, September 30, 1996, and August 15, 1997—requesting or asking it to suspend or stop selling until prices were agreed upon, BPI never categorically terminated the JVA nor withdrew La Savoie’s authority to sell through these letters. The letters showed that BPI did not cancel the JVA prior to the filing of the JVA rescission case because, as of its August 15, 1997 letter, it was still about to invoke the termination clause of the JVA.
• Intervention by Non-Party: Since Mr. Delfin V. Cruz is not a formal party to the case, the Court cannot recognize the representations he made through his letters dated November 25, 2014, June 21, 2016, July 28, 2016, and September 3, 2016. The Court chose to gloss over his observations against the Court and its Members. Interventions of this kind delay the resolution of cases, hence the rule that parties should always speak through their counsels. The Court did not penalize the counsels of record because they promptly replied that they did not know of Mr. Delfin Cruz’s intervention and that he was no longer an official of their client company. The Court warned Mr. Delfin Cruz in the strongest terms that any further word from him, whether directly made to the Court or its Members or in social media, tending to interfere with the processes of the case, to malign the Court or its Members, to disparage their reputation, or to impugn their integrity, shall be dealt with severely and without consideration of his age or age-related infirmities.

• Second Motion for Reconsideration — Under Section 2, Rule 52 in relation to Section 4, Rule 56 of the Rules of Court, and Section 3, Rule 15 of the Internal Rules of the Supreme Court, no second motion for reconsideration of a judgment or final resolution by the same party shall be entertained. The Court may entertain it only in the higher interest of justice, which exists when the assailed decision is not only legally erroneous but is likewise patently unjust and potentially capable of causing unwarranted and irremediable injury or damage to the parties, and only before the ruling sought to be reconsidered becomes final. Applied: BPI’s June 1, 2016 motion was a second motion for reconsideration of the April 4, 2016 Resolution denying with finality its first motion; no exception was shown.
• Finality of Judgment — A decision that has acquired finality becomes immutable and unalterable and may no longer be modified in any respect, even to correct erroneous conclusions of fact or law, whether by the court that rendered it or by the highest court of the land. Once final, all issues between the parties are deemed resolved and laid to rest; no additions can be made except to order execution. Applied: the April 4, 2016 Resolution denied with finality BPI’s first motion and directed entry of final judgment, so the second motion could not be entertained.
• Authority of Developer as Attorney-in-Fact under a Joint Venture Agreement — Where a JVA grants the developer general management over the project, including marketing and sales, designates it as attorney-in-fact with full power and authority to take possession and engage brokers, authorizes it to sell all lots within a specified period, and permits it to receive and receipt payments from buyers, the developer is empowered to sell subdivision lots. Applied: La Savoie had authority to sell the subject lot to Mariño under clauses 2.2, 3.1, 6.2, and 7.1 of the JVA.
• Withdrawal or Rescission of Authority — A landowner’s letters requesting the developer to suspend or stop selling until prices are agreed upon do not, without more, categorically terminate the JVA or withdraw the developer’s authority to sell. Under the JVA, cancellation may be elected by written communication, and the landowner’s option to cancel becomes categorically clear when it files a rescission case. Applied: BPI’s letters did not withdraw La Savoie’s authority; the Contract to Sell was executed on July 18, 1997, seven months before BPI filed the JVA rescission case on February 28, 1998.
• Parties Must Speak Through Counsel; Non-Party Interventions — A person who is not a formal party to the case cannot make representations before the Court; parties should always speak through their counsels. Interventions of this kind delay the resolution of cases. Applied: the Court could not recognize Mr. Delfin V. Cruz’s letters because he was not a formal party, and it warned him against further interference.

• "[n]o second motion for reconsideration of a judgment or final resolution by the same party shall be entertained." — This is the procedural rule quoted from Section 2, Rule 52, which the Court applied to bar BPI’s June 1, 2016 motion.
• "There is reconsideration 'in the higher interest of justice' when the assailed decision is not only legally erroneous, but is likewise patently unjust and potentially capable of causing unwarranted and irremediable injury or damage to the parties." — This defines the only exception to the prohibition on second motions for reconsideration, which the Court found absent.
• "a 'decision that has acquired finality becomes immutable and unalterable [,] and may no longer be modified in any respect even if the modification is meant to correct erroneous conclusions of fact or law and whether it [will be] made by the court that rendered it or by the highest court of the land.'" — This states the finality doctrine that barred reconsideration of the April 4, 2016 Resolution.
• "La Savoie was empowered to sell the Buenavista Park Subdivision lots, including the subject lot it sold to Mariño." — This is the Court’s substantive conclusion on the JVA authority, reached in any event to show the petition was correctly denied.

• Deutsche Bank AG Manila Branch vs. Commissioner of Internal Revenue, G.R. No. 188550, August 19, 2013 — Cited in the CA ruling, as recounted by the Supreme Court, for the proposition that a minute resolution denying a petition cannot be deemed a binding precedent, especially when different issues and parties are involved. The Supreme Court did not adopt this as its own ratio; it noted the CA’s reliance.
• Philippine Health Care Providers, Inc. vs. Commissioner of Internal Revenue, G.R. No. 167330, September 18, 2009, 600 SCRA 413 — Cited in Deutsche Bank AG Manila Branch as authority for the same proposition regarding minute resolutions and precedent.
• Keppel vs. Cebu Shipyard, Inc. vs. Pioneer Insurance and Surety Corporation, G.R. Nos. 180880-81; Pioneer Insurance and Surety Corporation vs. Keppel vs. Cebu Shipyard, Inc., G.R. Nos. 180896-97, September 18, 2012 — Cited in footnote as source of the finality doctrine quoted in the Resolution: a decision that has acquired finality becomes immutable and unalterable.

• Section 2, Rule 52, Rules of Court — “No second motion for reconsideration of a judgment or final resolution by the same party shall be entertained.” Applied to bar BPI’s June 1, 2016 Motion for Reconsideration With Leave of Court.
• Section 4, Rule 56, Rules of Court — Cited in relation to Section 2, Rule 52 as part of the procedural bar against BPI’s second motion for reconsideration.
• Section 3, Rule 15, Internal Rules of the Supreme Court — The Court shall not entertain a second motion for reconsideration; an exception may be granted only in the higher interest of justice, when the assailed decision is not only legally erroneous but patently unjust and potentially capable of causing unwarranted and irremediable injury or damage, and only before the ruling sought to be reconsidered becomes final. Applied: no exception was shown.
• Article 1911, Civil Code — Cited in the CA ruling, as recounted by the Supreme Court, for the proposition that even if La Savoie exceeded its authority, BPI was solidarily liable for allowing La Savoie to act as though it had full powers. The Supreme Court did not rely on this provision in its own disposition.
• Section 25, Presidential Decree No. 957 — Cited in the CA ruling as basis for Mariño’s entitlement to delivery of title after full payment of the purchase price. The Supreme Court did not rely on this provision in its own disposition.
• Section 7, Rule 3, Rules of Court — Cited in the CA ruling for the rule on indispensable parties; the CA concluded La Savoie was not an indispensable party because BPI held the title and possession. The Supreme Court did not rely on this provision in its own disposition.

Carpio (Chairperson; designated Acting Chief Justice per Special Order No. 2386 dated September 29, 2016), Del Castillo, Mendoza, and Leonen, JJ., concur.