Cathay Land, Inc. vs. Ayala Land, Inc.

A compromise agreement approved by final judgment must be executed strictly according to its terms; a court may not grant injunctive relief not stipulated therein, and execution is premature before the agreed notice-and-rectification period has lapsed. Where the parties did not agree on a technical definition, "high-rise building" is construed according to prevailing industry standards and practices as adopted by the DPWH in the IRR of the NBC at the time of execution, not the Fire Code or a zoning height limit.

Cathay Land, Inc. and Cathay Metal Corporation, collectively the Cathay Group, own and develop South Forbes Golf City, a mixed-use and multi-phase subdivision project covering around 213 hectares in Silang, Cavite, while Ayala Land, Inc., Avida Land Corporation, and Laguna Technopark, Inc., collectively the Ayala Group, own adjacent residential developments in Sta. Rosa, Laguna and Silang, Cavite. A dispute over easement of right of way was settled through a Compromise Agreement dated July 4, 2003, approved by the RTC on July 30, 2003, under which the Ayala Group granted the Cathay Group a pedestrian, vehicular, and utility easement subject to the Cathay Group's undertakings, including not to develop high-rise buildings and to keep its development consistent with the residential character of the adjacent Ayala developments. The agreement provided that breach by the Cathay Group would entitle the Ayala Group, after notice and a 30-day rectification period, to withdraw or suspend the easement, enforceable by writ of execution.

Cathay Land, Inc. and Cathay Metal Corporation, collectively the Cathay Group, own and develop South Forbes Golf City, a mixed-use and multi-phase subdivision development project covering around 213 hectares of contiguous land in Silang, Cavite. On February 5, 2003, the Cathay Group filed a Complaint for easement of right of way with prayer for preliminary injunction and temporary restraining order against Ayala Land, Inc., Avida Land Corporation, and Laguna Technopark, Inc., collectively the Ayala Group, before the Regional Trial Court, Branch 18, Tagaytay City. The Complaint alleged that the Ayala Group unjustifiably denied passage to the Cathay Group's personnel, vehicles, and heavy equipment through its properties by putting up checkpoints and constructing gates, causing the development of South Forbes Golf City to be interrupted and delayed.

Before trial could ensue, the parties executed a Compromise Agreement dated July 4, 2003, mutually agreeing to settle all their claims and causes of action in relation to the Complaint. Under the agreement, the Ayala Group granted the Cathay Group a pedestrian, vehicular, and utility easement of right of way in consideration of the Cathay Group's faithful compliance with its undertakings. The Cathay Group undertook to develop its properties consistently with the residential character of the adjacent Ayala Land and Laguna Properties developments in the Sta. Rosa, Laguna and Silang, Cavite areas, and specifically not to develop or allow cemetery, memorial park, mortuary or similar structures; industrial parks or estates for heavy, medium, or light industries; high-rise buildings; low-cost or socialized housing subdivisions under Batas Pambansa Blg. 220; and warehouse or warehouse facilities. Section 4 of the agreement provided that if the Cathay Group breached any provision and failed to rectify the breach within thirty days from receipt of notice, the Ayala Group had the right to withdraw or suspend the grant of easement of right of way. Section 6 provided that non-compliance by any party entitled the aggrieved party to a writ of execution to enforce the agreement. The RTC approved the Compromise Agreement in its Judgment dated July 30, 2003 and ordered the parties to strictly comply with its terms and conditions.

In 2005, the Cathay Group commenced development of South Forbes Golf City. The Ayala Group later noted that the Cathay Group's marketing materials showed plans to develop a thirty-hectare cyber park housing, among others, call center offices, and to construct high-rise buildings. The Ayala Group made verbal and written demands for the Cathay Group to abide by the Compromise Agreement, particularly its undertaking not to construct high-rise buildings, but these demands were unavailing. The Ayala Group also discovered that the Cathay Group had applied for a variance from a local zoning ordinance of Silang, Cavite which then imposed a three-storey height limit on buildings in the area.

On July 29, 2008, the Ayala Group filed a Motion for Execution with Application for Issuance of a Temporary Restraining Order and Writ of Injunction before the RTC. Attaching copies of the Cathay Group's development plan, building plan, brochures, and newspaper advertisements, the Ayala Group alleged that the Cathay Group disregarded its undertaking not to construct high-rise buildings, or structures at least 15 meters high or beyond the building height limit of three storeys under the Compromise Agreement. It claimed that the development plan involved the construction of 97 high-rise residential and commercial buildings having as many as 12 floors. It argued that it had a clear legal right to enforce the terms of the Compromise Agreement and compel the Cathay Group to abide by them, and prayed for a TRO to enjoin the Cathay Group from proceeding with the development and a writ of execution to permanently enjoin it from constructing buildings 15 meters and higher and other developments deviating from the residential character of the Ayala Group's projects. The Cathay Group opposed the motion, insisting that it had not violated the July 30, 2003 Judgment; that the Compromise Agreement contained no provision limiting building height to three storeys; and that the proscription therein pertained only to high-rise buildings without specific qualifications.

In its Order dated September 15, 2008, the RTC denied the Motion for Execution for lack of merit. It rejected the Ayala Group's contention that the term "high rise building" should follow the Fire Code definition of at least 15 meters high, explaining that the Fire Code was intended to prevent fires and avoid their damaging effects rather than to define structural configurations, and that the Compromise Agreement never mentioned the Fire Code. It also ruled that the basic definition in the Revised Implementing Rules and Regulations of the National Building Code—buildings with 16 storeys or taller, or 48 meters above established grade—should be given weight because the National Building Code governs building construction. The Ayala Group moved for reconsideration. In its April 1, 2009 Order, the RTC, through Acting Presiding Judge Emma S. Young, granted the motion, set aside the September 15, 2008 Order on the ground that the Compromise Agreement was immediately final and executory, ordered the issuance of a writ of execution to enforce its terms, and directed the issuance of a writ of injunction against the Cathay Group enjoining the construction of high-rise structures on the land for being contrary to the laws and ordinances of Silang, Cavite then applicable at the time of the execution of the Compromise Agreement. While the Cathay Group's certiorari petition was pending before the Court of Appeals, the RTC issued a Writ of Execution and a Writ of Injunction, both dated December 2, 2009, prohibiting the Cathay Group from constructing buildings with a height of 15 meters or higher and other developments deviating from the residential character of the adjacent Ayala Group properties.

The Court of Appeals dismissed the Cathay Group's Petition for Certiorari in its Decision dated June 28, 2013, finding no grave abuse of discretion on the part of the RTC. It held that although the April 1, 2009 Order was extremely concise, its basis—that the Cathay Group's construction of high-rise buildings was contrary to the laws and ordinance of Silang, Cavite—was clearly indicated. It ruled that the definition of "high-rise building" in the IRR of the National Building Code could not apply because the IRR was promulgated only in 2005, after the parties had entered into the Compromise Agreement, and that the proper interpretation should follow the laws and ordinance enforced when the parties executed the agreement, which then limited permissible building height to only three storeys. The Cathay Group moved for reconsideration, but the Court of Appeals denied the motion in its Resolution dated November 26, 2013. The Cathay Group then filed the present Petition for Review on Certiorari.

• Defective RTC Order: Petitioner argued that the one-page April 1, 2009 Order should be nullified because it did not state the facts and the law on which it was based, in violation of Section 14, Article VIII of the Constitution.
• No Violation of Laws or Ordinances: Petitioner maintained that it was never shown that the Cathay Group had violated any of the laws and ordinances of Silang, Cavite.
• Definition of "High-Rise Building": Petitioner argued that the term "high-rise building" in the Compromise Agreement should not be interpreted to imply a height limit of three storeys, and that the Fire Code definition was not contemplated by the parties when they entered into the agreement.
• Void Writ of Execution: Petitioner contended that the December 2, 2009 Writ of Execution was void because it gave the Sheriff unbridled authority to halt any of the Cathay Group's construction projects which, in his personal view, constituted a "high-rise" structure.
• Opposition to Execution: Petitioner insisted that it had not violated the terms of the July 30, 2003 Judgment; that the Compromise Agreement contained no provision limiting building height to three storeys; and that its proscription pertained only to the construction of high-rise buildings without specific qualifications.

• Clear Right to Enforce: Respondent argued that it had a clear legal right to enforce the terms of the Compromise Agreement and compel the Cathay Group to abide by them.
• Disregard of Undertaking: Respondent alleged that the Cathay Group disregarded its undertaking not to construct high-rise buildings, or structures at least 15 meters high or beyond the building height limit of three storeys under the Compromise Agreement.
• Planned High-Rise Development: Respondent claimed that the Cathay Group's development plan for South Forbes Golf City involved the construction of 97 high-rise residential and commercial buildings having as many as 12 floors, as shown by development plans, building plans, brochures, and newspaper advertisements.
• Injunctive Relief: Respondent prayed for a TRO and writ of execution to enjoin the Cathay Group from proceeding with the development and to permanently enjoin it from constructing buildings 15 meters and higher and other developments deviating from the residential character of the Ayala Group's projects.

• Sufficiency of the April 1, 2009 RTC Order: Whether the one-page April 1, 2009 Order should be nullified for failing to state the facts and the law on which it is based, in violation of Section 14, Article VIII of the Constitution.
• Breach of the Compromise Agreement: Whether the Cathay Group violated the terms of the Compromise Agreement or any law or ordinance of Silang, Cavite.
• Definition of "High-Rise Building": Whether the term "high-rise building" in the Compromise Agreement should be interpreted to impose a three-storey height limit or to adopt the Fire Code definition.
• Prematurity of Execution: Whether the Ayala Group prematurely moved for execution of the Compromise Agreement before the agreed notice-and-rectification period had lapsed.
• Remedies Under the Compromise Agreement: Whether the Ayala Group was entitled to injunctive relief or only to the suspension or withdrawal of the easement of right of way.
• Validity of the December 2, 2009 Writ of Execution: Whether the December 2, 2009 Writ of Execution is void because it gives the Sheriff unbridled authority to halt construction projects he personally views as high-rise.

• Sufficiency of the April 1, 2009 RTC Order: No. The issuance of a writ of execution implementing a judicial compromise is ministerial and is not a judgment on the merits under Section 14, Article VIII; the decision based on the compromise is the judgment on the merits, not the order of execution.
• Breach of the Compromise Agreement: No. There was no sufficient proof of actual breach; the Ayala Group relied only on development and structural plans and marketing materials, and the Cathay Group had a variance and all necessary permits, including a building permit.
• Definition of "High-Rise Building": The term is not defined by the Fire Code or the three-storey zoning limit. It should follow its general and primary acceptation, or the prevailing industry standards and practices as adopted by the DPWH in the IRR of the NBC at the time the Compromise Agreement was executed.
• Prematurity of Execution: Yes. The Ayala Group prematurely moved for execution because it did not observe the contractual sequence of notice of breach, a 30-day rectification period, and execution only upon failure to rectify.
• Remedies Under the Compromise Agreement: No injunctive relief. The only remedy enforceable through a writ of execution was the suspension or withdrawal of the grant of easement of right of way.
• Validity of the December 2, 2009 Writ of Execution: Set aside. The RTC gravely abused its discretion in issuing a writ of execution and injunction that imposed terms different from the Compromise Agreement; the only enforceable remedy was suspension or withdrawal of the easement.

• Sufficiency of the April 1, 2009 RTC Order: Under Article 2028 of the Civil Code, a compromise is a contract whereby the parties, by reciprocal concessions, avoid litigation or put an end to one already commenced. Article 2037 gives it the effect and authority of res judicata, but no execution may issue except in compliance with a judicial compromise. Once approved by final order, the compromise becomes a judgment subject to execution, and judges have a ministerial and mandatory duty to implement it. Because the issuance of a writ of execution implementing a judicial compromise is ministerial, it cannot be viewed as a judgment on the merits under Section 14, Article VIII; the decision based on the compromise is the judgment on the merits, not the order of execution. Nevertheless, in implementing the compromise, courts cannot modify it, impose terms different from the agreement, or set aside the compromises and reciprocal concessions made in good faith without gravely abusing their discretion. The RTC's April 1, 2009 Order did exactly what was prohibited when it granted injunctive relief not found in the agreement.
• Breach of the Compromise Agreement: No sufficient proof existed that the Cathay Group had violated the terms of the Compromise Agreement. The Ayala Group based its Motion for Execution on mere development and structural plans and marketing materials for the South Forbes Golf City project, which allegedly involved the construction of 97 high-rise residential and commercial buildings having as many as 12 floors. It had simply anticipated that the Cathay Group would violate its undertaking not to construct high-rise buildings. Under the Compromise Agreement, the Ayala Group had to notify the Cathay Group of any perceived breach; the Cathay Group then had 30 days within which to rectify the breach. Only when the Cathay Group failed to correct the breach within 30 days from notice could the Ayala Group move for execution. The Ayala Group violated this sequence. Moreover, the Cathay Group had applied for and was granted a variance exempting it from the coverage of the Municipal Zoning Ordinance and had been issued all necessary development permits, including a Building Permit from the Office of the Municipal Engineer of Silang, Cavite. Thus, the CA erred in finding that the Cathay Group had violated the terms of the Compromise Agreement.
• Definition of "High-Rise Building": There was no clear definition of "high-rise building" in the Compromise Agreement. The parties never agreed on the definition when they entered into the agreement on July 4, 2003; they continued to discuss the matter through an exchange of letters from August 2005 until April 2008, right before the Ayala Group filed its Motion for Execution. In their correspondence, the Ayala Group insisted on the Fire Code IRR definition of at least 15 meters high, while the Cathay Group sought the adoption of prevailing industry standards and practices, later citing the IRR of the NBC and insisting that there would be no violation as long as it did not construct any building beyond the 12-storey building height limit, or 36 meters above the highest grade level. The matter was never resolved. Under Section 14, Rule 130 of the Rules of Court, the terms of a writing are presumed to have been used in their primary and general acceptation, but evidence is admissible to show that they have a local, technical, or otherwise peculiar signification and were so used and understood in the particular instance. When the terms are clear and explicit, they are to be understood literally as they appear on the face of the contract. The records were bereft of proof that the parties agreed to adopt the Fire Code definition, and the Compromise Agreement contained no provision pointing to the Fire Code. The Fire Code IRR itself limits its scope to life safety from fires and similar emergencies in high-rise buildings, covering fire safety features in construction and protection of exits and passageways and provisions for fire protection. Its definition was therefore inapplicable because it was not in keeping with the nature and object of the Compromise Agreement. The Court could not reasonably conclude that the parties intended to use a law pertaining to fire protection to define a term in a contract relating to the construction of buildings. Instead, "high-rise buildings" should be interpreted according to its general and primary acceptation, or the prevailing industry standards and practices as adopted by the Department of Public Works and Highways in the IRR of the NBC at the time the Compromise Agreement was executed. The CA also erred in equating the three-storey building height limit in Silang, Cavite with the definition of "high-rise buildings" in the Compromise Agreement. The Municipal Zoning Ordinance imposing the height limit did not provide that buildings over three storeys high are to be considered "high-rise buildings"; it merely imposed a building height limit. The Compromise Agreement itself contained no express prohibition on buildings over three storeys high. The Cathay Group had a variance and all necessary permits, including a Building Permit.
• Prematurity of Execution: The Ayala Group prematurely moved for execution. The records showed that the Ayala Group based its motion on mere development and structural plans and marketing materials, and simply anticipated that the Cathay Group would violate its undertaking. Under the Compromise Agreement, the Ayala Group had to notify the Cathay Group of any perceived breach, and the Cathay Group had 30 days from notice to rectify. Only upon failure to rectify within that period could the Ayala Group move for execution. The Ayala Group violated the terms of the agreement which afforded the Cathay Group a 30-day rectification period.
• Remedies Under the Compromise Agreement: Under Sections 4 and 6 of the Compromise Agreement, the remedies available to the Ayala Group upon breach were: first, to notify the Cathay Group of the breach; and second, to withdraw or suspend the grant of easement of right of way if the Cathay Group failed to rectify the breach within 30 days from notice. This specific right was the one enforceable through a writ of execution. The Ayala Group had no right under the Compromise Agreement to seek injunctive relief from the courts if the Cathay Group committed an act contrary to its undertakings. It had no right to enjoin the Cathay Group from proceeding with the development or from constructing high-rise buildings. The RTC therefore seriously erred when it issued a Writ of Execution and Writ of Injunction prohibiting the Cathay Group from constructing buildings with a height of 15 meters or higher and other developments not in accord with the residential character of the Ayala Group's properties. The RTC gravely abused its discretion when it granted a remedy not available to the Ayala Group, thereby imposing terms different from what the parties agreed upon. The CA seriously erred in dismissing the Cathay Group's Petition for Certiorari.
• Validity of the December 2, 2009 Writ of Execution: The writ of execution and writ of injunction were set aside because they were not authorized by the Compromise Agreement. The only remedy enforceable through a writ of execution was the suspension or withdrawal of the grant of easement of right of way. The RTC's writs prohibited construction of buildings 15 meters or higher and other developments not in accord with the residential character of the Ayala Group's properties, which exceeded the terms of the agreement. The reversal did not rest on the Sheriff's alleged unbridled authority; it rested on the RTC's grant of a remedy not available to the Ayala Group.

• Compromise Agreement as Judgment; Strict Execution — A compromise is a contract under Article 2028 of the Civil Code whereby the parties, by reciprocal concessions, avoid litigation or end one already commenced. Once approved by final order of the court, it transcends its identity as a mere contract and becomes a judgment subject to execution under the Rules of Court. Article 2037 gives it the effect and authority of res judicata, but no execution may issue except in compliance with the judicial compromise. The Court applied this doctrine to hold that the RTC had to execute the Compromise Agreement strictly according to its terms.
• Ministerial and Mandatory Duty to Implement a Judicial Compromise — Judges have a ministerial and mandatory duty to implement and enforce a compromise agreement approved by final judgment. The issuance of a writ of execution implementing a judicial compromise is ministerial in nature and cannot be viewed as a judgment on the merits under Section 14, Article VIII of the Constitution. The decision based on the compromise is the judgment on the merits, not the order pertaining to its execution. The Court used this doctrine to reject the argument that the one-page April 1, 2009 Order violated Section 14, Article VIII.
• No Modification or Imposition of Terms Different from the Compromise — In implementing a compromise agreement, courts cannot modify it, impose terms different from the agreement, or set aside the compromises and reciprocal concessions made in good faith by the parties without gravely abusing their discretion. The Court found that the RTC violated this doctrine by issuing a writ of injunction that the Compromise Agreement did not authorize.
• Prematurity of Execution; Notice and Rectification Period — Where a compromise agreement conditions the right to execute on notice of breach and a period for rectification, execution may be sought only after the breach is shown and the rectification period has lapsed. The Court held that the Ayala Group prematurely moved for execution because it relied only on development and structural plans and marketing materials, did not show actual breach, and did not observe the 30-day rectification period.
• Interpretation of Contract Terms; Primary and General Acceptation — Under Section 14, Rule 130 of the Rules of Court, the terms of a writing are presumed to have been used in their primary and general acceptation, but evidence is admissible to show that they have a local, technical, or otherwise peculiar signification and were so used and understood in the particular instance. When the terms are clear and explicit, they are to be understood literally as they appear on the face of the contract. The Court applied this doctrine to reject the Fire Code definition because there was no proof the parties adopted it.
• Definition of "High-Rise Building" Under the Compromise Agreement — The term "high-rise building" in the Compromise Agreement is not defined by the Fire Code IRR or by a municipal zoning ordinance imposing a three-storey building height limit. It should be interpreted according to its general and primary acceptation, or the prevailing industry standards and practices as adopted by the Department of Public Works and Highways in the IRR of the National Building Code at the time the Compromise Agreement was executed. The Court applied this doctrine to hold that the CA erred in equating the three-storey zoning limit with the contractual definition.
• Remedies Under a Compromise Agreement Must Be Strictly Followed — The remedies available under a compromise agreement are limited to those stipulated. In this case, upon breach and failure to rectify within 30 days from notice, the Ayala Group's only remedy was to withdraw or suspend the grant of easement of right of way, enforceable by writ of execution. It had no right to seek injunctive relief. The Court applied this doctrine to set aside the writ of injunction.

• "A judgment based on compromise agreement shall be executed/implemented based strictly on the terms agreed upon by the parties." — This states the ratio decidendi that execution of a judicial compromise must conform strictly to the parties' agreement.
• "In short, the Ayala Group has no right, under the Compromise Agreement, to seek injunctive relief from the courts in case the Cathay Group commits an act contrary to its undertakings in the agreement." — This defines the limits of the remedies available under the Compromise Agreement and is central to the reversal of the writ of injunction.
• "It is only when the Cathay Group fails to correct the breach within 30 days from notice that the Ayala Group may move for the execution of the Compromise Agreement." — This establishes the prematurity of the Ayala Group's Motion for Execution.
• "Rather, the term 'high-rise buildings' should be interpreted to follow its general and primacy acceptation, or in other words, the prevailing industry standards and practices as adopted by the Department of Public Works and Highways in the IRR of the NBC, at the time the Compromise Agreement was executed." — This is the Court's canonical formulation of how the disputed contractual term should be construed.

• Spouses Cachopero vs. Celestial, 685 Phil. 5, 17-18 (2012) — Cited for the rule that judges have a ministerial and mandatory duty to implement and enforce a compromise agreement approved by final order.
• Philippine National Oil Company Energy Development Corporation (PNOC-EDC) vs. Abella, 489 Phil. 515, 535 (2005) — Cited in Spouses Cachopero vs. Celestial for the same rule on the ministerial duty to implement a judicial compromise.
• GC Dalton Industries, Inc. vs. Equitable PCI Bank, 613 Phil. 329, 335 (2009) — Cited for the rule that the issuance of a writ of execution implementing a judicial compromise is ministerial and cannot be viewed as a judgment on the merits under Section 14, Article VIII of the Constitution.
• Gadrinab vs. Salamanca, 736 Phil. 279, 295 (2014) — Cited for the rule that courts cannot modify, impose terms different from the agreement, or set aside compromises and reciprocal concessions made in good faith without gravely abusing their discretion.
• Jison and Javellana vs. Hernaez, No. 47632, December 31, 1942, O.G., Vol. 2, No. 5, p. 492 — Cited in the separate concurring and dissenting opinion in relation to anticipatory breach.

• Article 2028, Civil Code — Defines a compromise as a contract whereby the parties, by making reciprocal concessions, avoid a litigation or put an end to one already commenced. The Court used this provision to characterize the Compromise Agreement.
• Article 2037, Civil Code — Provides that a compromise has the effect and authority of res judicata upon the parties, but there shall be no execution except in compliance with a judicial compromise. The Court applied this to require strict execution of the approved Compromise Agreement.
• Section 14, Article VIII, Constitution — Requires that no decision be rendered without expressing clearly and distinctly the facts and the law on which it is based. The Court held that the issuance of a writ of execution implementing a judicial compromise is ministerial and not a judgment on the merits; the decision based on the compromise is the judgment on the merits, not the order of execution.
• Section 14, Rule 130, Rules of Court — Provides that the terms of a writing are presumed to have been used in their primary and general acceptation, but evidence is admissible to show that they have a local, technical, or otherwise peculiar signification and were so used and understood in the particular instance. The Court applied this to reject the Fire Code definition absent proof that the parties adopted it.
• Article 1375, Civil Code — Cited in the decision in relation to construing the Compromise Agreement in keeping with its nature and object; the Court used it to support the conclusion that the Fire Code definition was inapplicable.
• Section 40.101, Rules and Regulations Implementing the Fire Code of the Philippines (P.D. No. 1185) — Limits the scope of the Fire Code IRR to life safety from fires and similar emergencies in high-rise buildings, covering fire safety features in construction and protection of exits and passageways and provisions for fire protection. The Court relied on this to hold that the Fire Code definition of "high-rise building" was not controlling for the construction-related term in the Compromise Agreement.
• Section 12-B-1, Municipal Zoning Ordinance of Silang, Cavite — Imposed a building height limit of not more than three storeys for areas not classified as Residential Subdivisions and for residential structures within subdivisions. The Court held that this height limit was not a definition of "high-rise building" and could not be equated with the contractual term.
• Article 1170, Civil Code — Cited in the separate concurring and dissenting opinion for the rule that there is breach of obligation when a party in any manner contravenes its tenor.
• Article 2203, Civil Code — Cited in the separate concurring and dissenting opinion for the rule that the party suffering loss or injury must exercise the diligence of a good father of a family to minimize damages.

Leonardo-De Castro, J.; Bersamin, J.; and Perlas-Bernabe, J. concurred. Caguioa, J., filed a separate concurring and dissenting opinion.

• Caguioa, J. (concurring and dissenting) — He concurred in granting the petition and setting aside the CA Decision and Resolution and the RTC Order because the Compromise Agreement did not sanction a restraining order or writ of injunction; the only remedy was withdrawal or suspension of the easement. He dissented, however, from the majority's findings that the parties did not agree on the definition of "high-rise building" and that no breach was proven. He believed the definition was resolved by the RTC and CA: the parties, both property developers, could not have intended a meaning contrary to the laws and ordinances in effect when they executed the Compromise Agreement, and the Silang ordinance then limited building height to three storeys. He would declare that the Cathay Group committed actual or at least anticipatory breach based on its development and structural plans, marketing materials, permits, variance, and insistence on its own definition, and that the Ayala Group could act conformably by withdrawing or suspending the easement.