Lafarge V Continental Cement

[OBLIGATIONS AND
CONTRACTS]
nd
2 semester, A.Y. 20142015
Lafarge Cement Philippines, Inc. v. Continental Cement Corporation

G.R. No.: 155173
Ponente: J. Panganiban
Date: November 23, 2004
Petitioner: Lafarge Cement Philippines, Inc., Luzon Continental Land Corporation, Continental Operating Corporation and Philip Roseberg
Respondent: Continental Cement Corporation, Gregory Lim and Anthony Mariano
Relief: Petition for review on certiorari of the orders of the RTC of QC Br. 80
FACTS:
Lafarge agreed to purchase the cement business of Continental Cement Corp (CCC). Both parties entered into a Sale and Purchase
Agreement (SPA). At the time of the transaction, petitioners were well aware that CCC had a case pending with SC (Asset Privatization Trust
[APT] v. CA and Continental).
In anticipation of the liability that SC might adjudge against CCC, the parties, under Clause 2(c) of the SPA, allegedly agreed to retain from
the purchase price a portion of the contract price in the amount of P117,020,846.84. This amount was to be deposited in an interest-bearing
account in the Citibank for payment to APT.
However, petitioners allegedly refused to apply the sum to the payment to APT, despite the subsequent finality of the decision in that case in
favor of APT and the repeated instructions of CCC.
Fearful that nonpayment to APT would result in the foreclosure, not just of its properties covered by the SPA with Lafarge but of several other
properties as well, CCC filed before the RTC of QC a complaint with application for preliminary attachment against petitioners. The
complaint prayed that petitioners be directed to pay the APT retained amount referred to in Clause 2(a) of the SPA.
Petitioners moved to dismiss the complaint on the ground that it violated the prohibition on forum shopping. Trial court denied the motion to
dismiss. Petitioners elevated the matter before the CA.
In their answer, petitioners denied the allegations in the complaint and prayed by way of compulsory counterclaims against CCC, its major
stockholder and president Gregory Lim, and its corporate secretary Anthony Mariano for the sums of P2.7M each as actual damages,
P100M each as exemplary damages, P100M each as moral damages, and P5M each as attorneys fee plus cost of suit. Petitioners alleged
that CCC, through Lim and Mariano, had filed the baseless complaint and procures the writ of attachment in bad faith. Petitioners prayed that
both Lim and Mariano be held jointly and solidarily liable with respondent CCC.
QC RTC dismissed petitioners counterclaims. Acting on motion for reconsideration filed by petitioners, RTC clarified that it was dismissing the
counterclaim insofar as it impleaded respondents Lim and Mariano, even if it included CCC. Hence, this petition.
ISSUE1:
WON the counterclaim for damages is compulsory and must be set up in the same action YES
HELD/RATIO1:
Petitioners counterclaim for damages fulfills the necessary requisites of a compulsory counterclaim. They are damages claimed to have been suffered
by petitioners as a consequence of the action filed against them. They have to be pleaded in the same action; otherwise, petitioners would be precluded
by the judgment from invoking the same in an independent action. (Tiu Po v. Bautista)
Moreover, using the compelling test of compulsoriness, Court found that, clearly, the recovery of petitioners counterclaims is contingent upon the case
filed by respondents; thus, conducting separate trials thereon will result in a substantial duplication of the time and effort of the court and the parties.
ISSUE2:
WON persons who were not party to the original action (Mariano and Lim), might be impleaded in the counterclaim (against CCC) YES
HELD/RATIO2:
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. (Sapugay v. CA)
Batac, Endaya, Lingat, Santos, Saturnino, Villafuerte, Yee
[OBLIGATIONS AND
CONTRACTS]
nd
2 semester, A.Y. 20142015
In the present case, the inclusion of a corporate officer or stockholder (Lim and Mariano) is based on the allegations of fraud and bad faith on the part of
the corporate officer or stockholder. These allegations may warrant the piercing of the veil of corporate fiction, so that the said individual may not seek
refuge therein, but may be held individually liable for his/her actions. Based on the alleged facts, both Mariano and Lim are clearly parties in interest to
the counterclaim.
ISSUE3:
WON respondents liability, if proven, is solidary - YES
HELD/RATIO3:
Art 1207, CC provides that obligations are generally considered joint, except when otherwise expressly stated or when the law or the nature of the
obligation requires solidarity. However, obligations arising from tort are, by their nature, always solidary.
The fact that the liability sought against the CCC is for specific performance and tort, while that sought against the individual respondents is based solely
on tort does not negate the solidary nature of their liability for tortuous acts alleged in the counterclaim.
Art 1211 Solidarity may exist although the creditors and debtors may not be bound in the same manner and by the same periods and conditions.
DISPOSITIVE:
In summary, we make the following pronouncements:
1. The counterclaims against Respondents CCC, Gregory T. Lim and Anthony A. Mariano are compulsory.
2. The counterclaims may properly implead Respondents Gregory T. Lim and Anthony A. Mariano, even if both were not parties in the original Complaint.
3. Respondent CCC or any of the three solidary debtors (CCC, Lim or Mariano) may include, in a Motion to Dismiss, defenses available to their codefendants; nevertheless, the same Motion cannot be deemed to have been filed on behalf of the said co-defendants.
4. Summons must be served on Respondents Lim and Mariano before the trial court can obtain jurisdiction over them.
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. No costs.
DOCTRINE:
In a joint obligation, each obligor answers only for a part of the whole liability; in a solidary or joint and several obligation, the relationship between
the active and the passive subjects is so close that each of them must comply with or demand the fulfillment of the whole obligation. (Paras)
DEFINITION:
counterclaim any claim for money or other relief which a defending party may have against an opposing party
Batac, Endaya, Lingat, Santos, Saturnino, Villafuerte, Yee

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[OBLIGATIONS AND

Lafarge Cement Philippines, Inc. v. Continental Cement Corporation

Batac, Endaya, Lingat, Santos, Saturnino, Villafuerte, Yee

Batac, Endaya, Lingat, Santos, Saturnino, Villafuerte, Yee

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