Azcona v. Jamandre

Republic of the Philippines
SUPREME COURT
Manila
FIRST DIVISION
G.R. No. L-30597 June 30, 1987
GUILLERMO AZCONA and FE JALANDONI AZCONA, petitioners,
vs.
JOSE JAMANDRE, Administrator of the Intestate Estate of Cirilo
Jamandre (Sp. Proc. 6921 of the Court of First Instance of Negros
Occidental), and the HONORABLE COURT OF APPEALS, respondents.
CRUZ, J.:
This involves the interpretation of a contract of lease which was found by
the trial court to have been violated by both the plaintiff and the defendant.
On appeal, its decision was modified by the respondent court in favor of the
plaintiff, for which reason the defendant has now come to us in a petition
for certiorari.
By the said contract, 1 Guillermo Azcona (hereinafter called the petitioner)
leased 80 hectares of his 150-hectarepro indiviso share in Hacienda Sta.
Fe in Escalante, Negros Occidental, to Cirilo Jamandre (represented here
by the administrator of his intestate estate, and hereinafter called the
private respondent). The agreed yearly rental was P7,200.00. The lease
was for three agricultural years beginning 1960, extendible at the lessee's
option to two more agricultural years, up to 1965.
The first annual rental was due on or before March 30, 1960, but because
the petitioner did not deliver possession of the leased property to the
respondent, he "waived" payment, as he put it, of that rental. 2 The
respondent actually entered the premises only on October 26, 1960, after
payment by him to the petitioner of the sum of P7,000.00, which was

acknowledged in the receipt later offered as Exhibit "B".
On April 6, 1961, the petitioner, through his lawyer, notified the respondent
that the contract of lease was deemed cancelled, terminated, and of no
further effect," pursuant to its paragraph 8, for violation of the conditions
specified in the said agreement. 3 Earlier, in fact, the respondent had been
ousted from the possession of 60 hectares of the leased premises and left
with only 20 hectares of the original area. 4
The reaction of the respondent to these developments was to file a
complaint for damages against the petitioner, who retaliated with a
counterclaim. As previously stated, both the complaint and the counterclaim
were dismissed by the trial court * on the finding that the parties were
in pari delicto. 5
The specific reasons invoked by the petitioner for canceling the lease
contract were the respondent's failure: 1) to attach thereto the parcelary
plan Identifying the exact area subject of the agreement, as stipulated in
the contract; 2; to secure the approval by the Philippine National Bank of
the said contract; and 3) to pay the rentals. 6
The parcelary plan was provided for in the contract as follows:
That the LESSOR by these presents do hereby agree to lease in favor of the LESSEE a
portion of the said lots above-described with an extension of EIGHTY (80) hectares, more
or less, which portion is to be Identified by the parcelary plan duly marked and to be
initialed by both LESSOR and LESSEE, and which parcelary plan is known as Annex "A"
of this contract and considered as an integral part hereof.
According to the petitioners, the parcelary plan was never agreed upon or
annexed to the contract, which thereby became null and void under Article
1318 of the Civil Code for lack of a subject matter. Moreover, the failure of
the parties to approve and annex the said parcelary plan had the effect of a
breach of the contract that justified its cancellation under its paragraph 8. 8
In one breath, the petitioner is arguing that there was no contract because
there was no object and at the same time that there was a contract except
that it was violated.
The correct view, as we see it, is that there was an agreed subject-matter,
to wit, the 80 hectares of the petitioner's share in the Sta. Fe hacienda,
although it was not expressly defined because the parcelary plan was not
annexed and never approved by the parties. Despite this lack, however,
there was an ascertainable object because the leased premises were
sufficiently Identified and delineated as the petitioner admitted in his
amended answer and in his direct testimony. 9
Thus, in his amended answer, he asserted that "the plaintiff . . .must delimit
his work to the area previously designated and delivered." Asked during the
trial how many hectares the private respondent actually occupied, the
petitioner declared: "About 80 hectares. The whole 80 hectares." 10 The
petitioner cannot now contradict these written and oral admissions." 11
Moreover, it appears that the failure to attach the parcelary plan to the
contract is imputable to the petitioner himself because it was he who was
supposed to cause the preparation of the said plan. As he testified on direct
examination, "Our agreement was to sign our agreement, then I will have
the parcelary plan prepared so that it will be a part of our contract." 12 That
this was never done is not the respondent's fault as he had no control of
the survey of the petitioner's land.
Apparently, the Court of Appeals ** found, the parties impliedly decided to
forego the annexing of the parcelary plan because they had already agreed
on the area and limits of the leased premises. 13 The Identification of the 80
hectares being leased rendered the parcelary plan unnecessary, and its
absence did not nullify the agreement.
Coming next to the alleged default in the payment of the stipulated rentals,
we observe first that when in Exhibit "B" the petitioner declared that "I
hereby waive payment for the rentals corresponding to the crop year 196061 and which was due on March 30, 1960, " there was really nothing to
waive because, as he himself put it in the same document, possession of

the leased property "was not actually delivered" to the respondent. 14
The petitioner claims that such possession was not delivered because the
approval by the PNB of the lease contract had not "materialized" due to the
respondent's neglect. Such approval, he submitted, was to have been
obtained by the respondents, which seems logical to us, for it was the
respondent who was negotiating the loan from the PNB. As the respondent
court saw it, however, "paragraph 6 (of the contract) does not state upon
whom fell the obligation to secure the approval" so that it was not clear that
"the fault, if any, was due solely to one or the other." 15
At any rate, that issue and the omission of the parcelary plan became
immaterial when the parties agreed on the lease for the succeeding
agricultural year 1961-62, the respondent paying and the petitioner
receiving therefrom the sum of P7,000.00, as acknowledged in Exhibit "B,"
which is reproduced in full as follows:
Bacol
od
City
Octob
er 26,
1960
RECEIPT
RECEIVED from Mr. Cirilo Jamandre at the City of Bacolod,
Philippines, this 26th day of October, 1960, Philippine National
Bank Check No. 180646-A (Manager's Check Binalbagan
Branch) for the amount of SEVEN THOUSAND PESOS
(P7,000.00), Philippine Currency as payment for the rental
corresponding to crop year 1961-62, by virtue of the contract of
lease I have executed in his favor dated November 23, 1959,
and ratified under Notary Public Mr. Enrique F. Marino as Doc.
No. 119, Page No. 25, Book No. XII, Series of 1959. It is hereby
understood, that this payment corresponds to the rentals due
on or before January 30, 1961, as per contract. It is further
understood that I hereby waive payment for the rentals
corresponding to crop year 1960-61 and which was due on
March 30, 1960, as possession of the property lease in favor of
Mr. Cirilo Jamandre was not actually delivered to him, but the
same to be delivered only after receipt of the amount as stated
in this receipt. That Mr. Cirilo Jamandre is hereby authorized to
take immediate possession of the property under lease effective
today, October 26, 1960.
WITNESS my hand at the City of Bacolod, Philippines, this 26th
day of October, 1960.
(SGD.)
GUILLERMO
AZCONA
SIGNED IN THE PRESENCE OF:
(SGD.) JOSE T. JAMANDRE
Citing the stipulation in the lease contract for an annual rental of P7,200.00,
the petitioner now submits that there was default in the payment thereof by
the respondent because he was P200.00 short of such rental. That
deficiency never having been repaired, the petitioner concludes, the
contract should be deemed cancelled in accordance with its paragraph 8. 16
For his part, the respondent argues that the receipt represented an express
reduction of the stipulated rental in consideration of his allowing the use of
16 hectares of the leased area by the petitioner as grazing land for his
cattle. Having unqualifiedly accepted the amount of P7,000.00 as rental for
the agricultural year 1961-62, the petitioner should not now be heard to
argue that the payment was incomplete. 17
After a study of the receipt as signed by the petitioner and witnessed for the
respondent, this Court has come to the conclusion, and so holds, that the
amount of P7,000.00 paid to by the respondent and received by the
petitioner represented payment in full of the rental for the agricultural year
1961-62.
The language is clear enough: "The amount of SEVEN THOUSAND
PESOS (P7,000.00), Philippine Currency, as payment for the rental
corresponding to crop year 1961-62 ... to the rental due on or before
January 30, 1961, as per contract." The conclusion should be equally clear.
The words "as per contract" are especially significant as they suggest that
the parties were aware of the provisions of the agreement, which was
described in detail elsewhere in the receipt. The rental stipulated therein
was P7,200.00. The payment being acknowledged in the receipt was
P7,000.00 only. Yet no mention was made in the receipt of the discrepancy
and, on the contrary, the payment was acknowledged "as per contract." We
read this as meaning that the provisions of the contract were being
maintained and respected except only for the reduction of the agreed
rental.
The respondent court held that the amount of P200.00 had been condoned,
but we do not think so. The petitioner is correct in arguing that the
requisites of condonation under Article 1270 of the Civil Code are not
present. What we see here instead is a mere reduction of the stipulated
rental in consideration of the withdrawal from the leased premises of the 16
hectares where the petitioner intended to graze his cattle. The signing of
Exhibit "B " by the petitioner and its acceptance by the respondent
manifested their agreement on the reduction, which modified the lease
contract as to the agreed consideration while leaving the other stipulations
intact.
The petitioner says that having admittedly been drafted by lawyer Jose
Jamandre, the respondent's son, the receipt would have described the
amount of P7,000.00 as "payment in full" of the rental if that were really the
case.
It seems to us that this meaning was adequately conveyed in the

acknowledgment made by the petitioner that this was "payment for the
rental corresponding to crop year 1961-62" and "corresponds to the rentals
due on or before January 30, 1961, as per contract." On the other hand, if
this was not the intention, the petitioner does not explain why he did not
specify in the receipt that there was still a balance of P200.00 and, to be
complete, the date when it was to be paid by the respondent.
It is noted that the receipt was meticulously worded, suggesting that the
parties were taking great pains, indeed, to provide against any possible
misunderstanding, as if they were even then already apprehensive of future
litigation. Such a reservation-if there was one-would have been easily
incorporated in the receipt, as befitted the legal document it was intended
to be.
In any event, the relative insignificance of the alleged balance seems to us
a paltry justification for annulling the contract for its supposed violation. If
the petitioner is fussy enough to invoke it now, it stands to reason that he
would have fussed over it too in the receipt he willingly signed after
accepting, without reservation and apparently without protest, only
P7,000.00.
The applicable provision is Article 1235 of the Civil Code, declaring that:
Art. 1235. When the obligee accepts the performance, knowing
its incompleteness or irregularity, and without expressing any
protest or objection, the obligation is deemed fully complied
with.
The petitioner says that he could not demand payment of the balance of
P200.00 on October 26, 1960, date of the receipt because the rental for the
crop year 1961-62 was due on or before January 30, 1961. 18 But this
would not have prevented him from reserving in the receipt his right to
collect the balance when it fell due. Moreover, there is no evidence in the
record that when the due date arrived, he made any demand, written or
verbal, for the payment of that amount.
As this Court is not a trier of facts, 19 we defer to the findings of the

respondent court regarding the losses sustained by the respondent on the
basis of the estimated yield of the properties in question in the years he
was supposed to possess and exploit them. While the calculations offered
by the petitioner are painstaking and even apparently exhaustive, we do
not find any grave abuse of discretion on the part of the respondent court to
warrant its reversal on this matter. We also sustain the P5,000.00 attorney's
fee.
WHEREFORE, the decision of the respondent Court of Appeals is
AFFIRMED in full, with costs against the petitioners.
SO ORDERED.
Yap (Chairman), Narvasa, Melencio-Herrera, Feliciano, Gancayco and
Sarmiento, JJ., concur.
Footnotes
1 Exh. A.
2 Exhibit "B"
3 Rollo, p. 66.
4 Ibid, p. 99.
* Presided by Judge Jose F. Fernandez.
5 Id, pp. 99-101.
6 id, p. 99.
7 id, p. 52.
8 id, p. 15.
9 id., p. 74; TSN, p. 48, Dec. 11, 1963:

10 TSN, p. 48, Dec. 11, 1963.
11 Lianga Lumber Co. v. Lianga Timber Co., Inc., 76 SCRA
197; Cunanan V. Amparo, 80 Phil. 227.
12 TSN, p. 11, Dec. 11, 1963.
** Gatmaitan, J., ponente, Enriquez, Soriano, JJ.
13 Rollo, p. 102.
14 Exh. "B "
15 Id., p. 102.
16 id. p. 34.
17 id, p. 144.
18 id., p. 34.
19 Chemplex Phil. Inc, v. Pamatian, 57 SCRA 408.

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Republic of the Philippines

payment by him to the petitioner of the sum of P7,000.00, which was

waive because, as he himself put it in the same document, possession of

It seems to us that this meaning was adequately conveyed in the

As this Court is not a trier of facts, 19 we defer to the findings of the

9 id., p. 74; TSN, p. 48, Dec. 11, 1963:

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