G.R. No. L-37187 - AUGUST 1976 - PHILIPPINE JURISPRUDENCE CASE NUMBERCASE TITLE G.R. No. L-37187August 3, 1976 Asiatic Integrated Corp. vs. Federico Alikpala G.R. No. L-37561August 9, 1976 Ponciano Wagan vs. Hon. Joel P. Tiangco G.R. No. L-32401August 10, 1976 Husing Lao vs. J. Felino D. Abalos G.R. No. L-42452August 10, 1976 Ireneo Abuan vs. Miguel T. Valera G.R. No. L-42615August 10, 1976 Salud Divinagracia, et al. vs. Judge Valerio V. Rovira G.R. No. L-43521August 10, 1976 Maria Bukid, et al. vs. Alberto A. Reyes, et al. A.M. No. 1564August 11, 1976 Servando Mangahas vs. Crispin P. Perez, Jr. G.R. No. L-27785August 11, 1976 Zacarias A. Ticzon vs. Serafin C. Fule G.R. No. L-29080August 17, 1976 Concepcion Macabingkil vs. People's Homesite and Housing Corp. G.R. No. L-31061August 17, 1976 Sulo Ng Bayan Inc. vs. Gregorio Araneta, Inc. G.R. No. L-42349August 17, 1976 Foamtex Labor Union-Tupas vs. Hon. Carmelo Noriel, et al. A.M. No. 131-MJAugust 21, 1976 Jacob O. Meimban vs. Mun. J. Emma B. Balite A.M. No. L-535-MJAugust 21, 1976 Elsie Q. Tolentino vs. Mun. J. Godofredo O. Tiong G.R. No. L-25897August 21, 1976 Agustin Dormitorio, et al. vs. Honorable Jose Fernandez, et al. G.R. No. L-43760August 21, 1976 Philippine Association of Free Labor Unions (PAFLU) vs. Bureau of Labor Relations, et al. A.M. No. 310August 23, 1976 Celestino C. Juan vs. Faustino P. Arias G.R. No. L-34882August 24, 1976 J. Amado Araneta vs. Alfonso Doronila G.R. No. L-40633August 25, 1976 People of the Philippines vs. Telesforo Brazil Hondolero G.R. No. L-41166August 25, 1976 People of the Philippines vs. Numeriano G. Estenzo G.R. No. L-26282August 27, 1976 People of the Philippines vs. Benito Satorre, et al. G.R. No. L-28344August 27, 1976 Dolores T. Ocampo vs. Hon. Abelardo Subido G.R. No. L-41893August 27, 1976 Vicente C. Galang vs. Workmen's Compensation Commission, et al. A.M. No. 1418August 31, 1976 Jose Misamin vs. Atty. Miguel A. San Juan A.M. No. 214August 31, 1976 Luciano Taga-An vs. Mahatma G. Roa A.M. No. 401-CJAugust 31, 1976 Benjamin Maravilla vs. Gumersindo Arcilla A.M. No. 97-MJAugust 31, 1976 Juan A. Abing vs. Clotilde J. Salazar G.R. No. L-24233August 31, 1976 Malayan Insurance Co., Inc. vs. Manila Railroad Company G.R. No. L-25161August 31, 1976 In Re (Luisa Ocol) vs. the Heirs of Mariano Rivera G.R. No. L-27099August 31, 1976 Felisa Rejuso, et al. vs. Ireneo Estipona, et al. G.R. No. L-28838August 31, 1976 Aquilino De La Cerna, et al. vs. Lourdes De La Cerna, et al. G.R. No. L-30458August 31, 1976 Francisco Q. Bocobo vs. Vicente M. Estanislao G.R. No. L-37406August 31, 1976 Valerio Tacas vs. Florentino C. Cariaso G.R. No. L-38270August 31, 1976 Aquilina San Pedro, et al. vs. Court of Appeals, et al. G.R. No. L-40694August 31, 1976 People of the Philippines vs. Carlos Aleta G.R. No. L-42010August 31, 1976 Odelon Ramos vs. Arsenio M. Gonong G.R. No. L-43009August 31, 1976 Vicente S. Laude vs. Cine Moderna G.R. No. L-43302August 31, 1976 Elena Jacob vs. Workmen's Compensation Commission The Lawphil Project - Arellano Law Foundation, Inc. Asiatic Integrated Corp. vs. Federico Alikpala Ponciano Wagan vs. Hon. Joel P. Tiangco Husing Lao vs. J. Felino D. Abalos Ireneo Abuan vs. Miguel T. Valera Salud Divinagracia, et al. vs. Judge Valerio V. Rovira Maria Bukid, et al. vs. Alberto A. Reyes, et al. Servando Mangahas vs. Crispin P. Perez, Jr. Zacarias A. Ticzon vs. Serafin C. Fule Concepcion Macabingkil vs. People's Homesite and Housing Corp. Sulo Ng Bayan Inc. vs. Gregorio Araneta, Inc. Foamtex Labor Union-Tupas vs. Hon. Carmelo Noriel, et al. Jacob O. Meimban vs. Mun. J. Emma B. Balite Elsie Q. Tolentino vs. Mun. J. Godofredo O. Tiong Agustin Dormitorio, et al. vs. Honorable Jose Fernandez, et al. Philippine Association of Free Labor Unions (PAFLU) vs. Bureau of Labor Relations, et al. Celestino C. Juan vs. Faustino P. Arias J. Amado Araneta vs. Alfonso Doronila People of the Philippines vs. Telesforo Brazil Hondolero People of the Philippines vs. Numeriano G. Estenzo People of the Philippines vs. Benito Satorre, et al. Dolores T. Ocampo vs. Hon. Abelardo Subido Vicente C. Galang vs. Workmen's Compensation Commission, et al. Jose Misamin vs. Atty. Miguel A. San Juan Luciano Taga-An vs. Mahatma G. Roa Benjamin Maravilla vs. Gumersindo Arcilla Juan A. Abing vs. Clotilde J. Salazar Malayan Insurance Co., Inc. vs. Manila Railroad Company In Re (Luisa Ocol) vs. the Heirs of Mariano Rivera Felisa Rejuso, et al. vs. Ireneo Estipona, et al. Aquilino De La Cerna, et al. vs. Lourdes De La Cerna, et al. Francisco Q. Bocobo vs. Vicente M. Estanislao Valerio Tacas vs. Florentino C. Cariaso Aquilina San Pedro, et al. vs. Court of Appeals, et al. People of the Philippines vs. Carlos Aleta Odelon Ramos vs. Arsenio M. Gonong Vicente S. Laude vs. Cine Moderna Elena Jacob vs. Workmen's Compensation Commission The Lawphil Project - Arellano Law Foundation, Inc.

Manila

G.R. No. L-37187 August 3, 1976

ASIATIC INTEGRATED CORPORATION,petitioner,
vs.
HON. FEDERICO ALIKPALA etc., et al.,respondents.

THE CITY OF MANILA, et al.,petitioners,
vs.
ALIKPALA etc., et al ,respondents.

ASIATIC INTEGRATED CORPORATION,petitioner,
vs.
HON. FEDERICO ALIKPALA, etc., et al.,respondents.

TEEHANKEE,J.,dissenting:

Upon consideration of respondent's motions for reconsiderations with Motions for New Trial and for Oral Argument,vis a visthe majority decision of July 13, 1973 and instead "declared legal and valid" the December 28, 1972 contract for Asiatic's management and operation of all the City of Manila's thirty-five (35) public markets andtalipapasfor a period of ten (10) years and the February 13, 1974 post-decision amended contract extending the period of twenty-five (25) years, I am constrained to reconsidered my qualified concurrence in my previously separate opinion (that "the serious objections against the December 28, 1972 contract [viz. lack of authority, and that the contract isultra viresand grossly disadvantageous] appear as per the main opinion to have been overriden by the President's Memorandum of January 12, 1973") and to vote for the reconsideration and setting asidein totoof the said majority decision of September 15, 1975.

1. It seems manifest that as correctly stressed by the lower court, "it is the Municipal Board of the City of Manila which has the authority (under its charter R.A. 409, sec. 18) not only to provide for the establishment and maintenance of public markets, but also to prohibit or permit the operation of public markets by any person, entity, association or corporation other than the City of Manila. Under ordinance No. 2898, the Municipal Board prohibited the maintenance of public markets within the territorial limits of the City of Manila by any person other than the City itself. Accordingly, the City of Manila (there to enter into a contract with ASIATIC, a private corporation, which would grant to the latter authority to manage, operate and maintain the city public markets, which are all situated within the territorial limits of the City of Manila.1

2. To set aside this fundamental bedrock of the lower court's opinion declaring null and void the contract for lack of authority, the majority opinion availed of new facts and resolved thenew factualandlegalissues arising the reform although admittedly these new facts and developments were never raised before nor considered by the lower court as they werenot even existing yetduring the first joining of the issues (even) in this (Supreme) Court'2in the very language of the majority opinion.

These new facts refer to events that occurred after the lower court rendered its adverse decision ofJuly 13, 1973,principally, the issuance onNovember 26, 1973of Presidential Decree No. 345 Authorizing the reversion of the accumulated thirty (30%) percent sinking fund the general fund of the City of Manila. for the undertaking of its Public works rejects, and for other purposes", and the Municipal Board's enactment onJanuary 3, 1974of Ordinance No. 7451 entitled 'An ordinance authorizing his Honor, the Mayor, to lease vacant, unused and unencumbered patrimonial properties, or other leasable patrimonial properties to reputable and highly qualified persons firms or corporations, under certain conditions."

3. It should also be underscored that a purported unnumbered Resolution allegedly adoptedJanuary 12, 1973denominated 'Resolution expressing concurrence with and support for the contract entered into by the City of Manila turning over the management and operation of public markets and talipapa in the City to a private concern" and supposedly signed by twelve members of the Board which the majority opinion pronounced as "indicative of their ratification, required by Republic Act 6039, of the (December 28, 1972) contract which had been precisely recommended by the Market Committee3was never Identified below nor introduced in evidence by petitioners in the lower court notwithstanding that they had all the time and opportunity to do so and was for the first time submitted inthisCourt as Annex G of the petition in G.R. No. L-37248 filed on August 27, 1973 by petitioner City of Manila in its appeal from the lower court's adverse decision.4

As to such alleged resolution of ratification of January 12, 1978, very gravefactualandlegalquestions have been raised by the movants for reconsideration,inter alia,that new issues with factual facets and complications which were not presented and passed upon by the lower court are e barred by time-honored doctrine from being raised and considered for the first time on appeal, as otherwise "courts of justice would become veritable battlegrounds of fake documents submitted after termination of actual hearings"5, that the said resolution is "fake", since resolutions validly adopted by the Municipal Board are not signed by councilors but only by the Vice-Mayor or Presiding Officer, the board secretary, the City Mayor and his secretary as the certifying officials, and that such non-existence of the alleged resolution as duly certified by H.R. Noriega as assistant secretary of the board was arbitrarily brushed aside by the majority decision with the statement that "there is no showing that the one who made such certification is the legal custodian of the records of the Board", although petitioners never challenged in their pleadings that Mr. Noriega is indeed the legal custodian of the board records.

4. These newfactualissues involve a determination of the actual facts which is beyond the competence of this Court since this Court is not a trier nor even a reviewer, of facts.ℒαwρhi৷Furthermore, since petitioners appealed the trial court 3 decisiondirectlytothisCourt, the facts as found by the trial court are admitted and petitioners could raise to questions of fact but solely questions oflaw.

The trial court on the basis of the established facts submitted to and determined by it correctly held that "the City Mayor of Manila had not been authorized by any statute or ordinance to sign in behalf of the City" the contract with Asiatic; that "the recommendation of the Market Committee is obviously not a statute or ordinance;" that "in formulating policies and rules governing Public markets, the same should first be submitted by the Market Committee to the Municipal Board for ratification, which was not obtained in the present case (clause IV, R.A. No. 6039)"; and that the supplementary contract of March 30, 1973 did not embody one of the provisions for which the President had "expressed a desire for inclusion in the contract"6(viz, that "the public should be part owner of such markets by the public sale. of shares"7).

5. In their petitions at bar, the burden of petitioner submission was that the trial court erred in not declaring that the December 28, 1972 contract as supplemented by the March 30, 1973 agreement hid been adopted and/or ratified by the President's memorandum of January 12, 1973 and by Article XVII, section 12 of the 1973 Constitution (although this d constitutional ratification" argument was not raised in the trial court nor was it seriously pursued before this Court).

As already shown however, the majority opinion sustained the petitioners not on the fact and documents submitted to the trial court but on the basis of new facts and other developmentsnotraised in nor considered by the trial court, namely, the alleged resolution of January 12, 1973, purportedly signed by twelve board members (over the contrary certification of the board's assistant secretary as to its non-adoption) and which the majority considered as indicativeof their ratification",8P.D. No. 345 issued on November 26, 1973 authorizing the version of 30% sinking fund from market fees and appropriation thereof for the City's public works projects which the majority considered "as the present equivalent of ratification by legislative enactment";9and the enactment of Ordinance No. 7451 on January 3, 1974 authorizing the leasing of "vacant, unused and patrimonial properties'without"a monopoly in favor of any corporation or enterprise" which the majority considered as "a more positive act of ratification, practically explicit, of the contract in issue.10

6. Fundamental due process and elementary fairness as well as the demands of an orderly procedure which squarely joins the issues militate against the majority's reversal of the trial court's adverse judgment on the basis of new averments and developments that were never raised in the trial court and on which the trial court was not given the opportunity of discharging its principal task to try and determine the actual facts. Respondents in their comment. (answer) to the petition had timely raised the objection that "questions of facts and special defenses which were not aired in the lower court cannot properly be invoked now for the first time in this proceeding"11

This is specially so where the majority opinion declares as valid the extension by agreement of February 13, 1974 of the contract from ten (10) to twenty-five (25) years up to the turn of the century in 1997 after the passage on January 3, 1974 of Ordinance No. 7451 where neither the extension agreement nor the ordinance were even the subject of the suits in the trial court. As stressed in my original dissent, any judgment on this Court's part declaring "legal and valid" the 15-year extension to 1997 (without even waiting for the results of the original 10 year contract to expire in 1982 and the long-range developments and conditions that may intervene by then which were never raised in issue nor considered by the trial court nor by the President for that matter is entirely premature and uncalled for.

7. And this is equally so where the majority opinion rejected respondents' contention that the terms 'of the contract were grossly disadvantageous to the City and ruled that "we are not prepared to go along with respondents' contention that the contract they are impugning is grossly disadvantageous to the City of Manila" notwithstanding that the trial court madenofindings of the determinative facts since it deemed the same unnecessary in view of its essential determination of nullity ab initio of the contract. Since the trial court made no findings of fact whatsoever on this question of the relative advantages and disadvantages of the contract, and this Court is not a trier of facts, the least that should be done on this aspect (assuming the validity of the contract) is to remand the case for the trial court's determination of the material facts.

8. It is settled doctrine that ratification of an unauthorized contract must be clear and express so as not to admit of any doubt or vagueness. The majority opinion's theory that the Asiatic December 28, 1972 contract was impliedly ratified fails this test and should be set aside for the following considerations

9. In the light, furthermore, of current conflicting press reports that the City had accepted Asiatic's withdrawal offer from the contract but that the City had sued Asiatic for two very of the sum of P2.1 million in arrears, the basic question of the nullity of the contract as determined by the trial court prescinding from the secondary if equally important question of whether the contract Is grossly disadvantageous (the full of which were not determined by the trial court and an not therefore adore this Court) dwarves the utmost serious consideration.

I vote, therefore, to set asidein totothe decision of September 16, 1975 and at the least for the remand of the cages to the trial court for a new trial and proper reception and determination of the material facts (as may be brought out by evidence duly submitted by the parties), which facts were not before the trial court by virtue of their occurrence after the rendition Of its decision of July 13, 1973.

Makasiar, J., concurs.

August 9, 1976

NOTICE OF JUDGMENT

S i r:

Please take notice that onAugust 3, 1976a resolution, quoted hereunder, was rendered by the Supreme Court in the above entitled , with the separate dissenting opinion of Justice Claudio Teehankee, copy attached, the original of which is now on file in this office:

L-87187 (Asiatic Integrated Corporation vs. Hon. Federico Alikpala etc., et al.) L-87248 (The City of Manila, et al. vs. Hon. Federico Alikpala, etc., et al.) and L-37249 (Asiatic Integrated Corporation vs. Hon. Federico Alikpala, etc., et al.) — Considering the grounds of respondents' motion and supplemental motion for reconsideration of the decision of September 15, 1975 with motion for new trial as well as the respective comments and oppositions of petitioners Asiatic Integrated Corporation, City of Manila and City officials, to the said motion and supplemental motion, the Court Resolved by a vote of eight to two to DENY the motion for reconsideration. Justice Fernando, who presided, certified to the vote of Chief Justice Castro.

The Court further Resolved to NOTE: (a) the manifestation dated December 5. 1975 of the counsel for petitioner Asiatic Integrated Corporation.; and (b) the petitions manifestation- memorandum dated December 22, 1975 of Federico A. Blay, counsel for the Manila Markets Vendors Association. Teehankee, J., dessents in a separate opinion. Makasiar, J., concurs in the dissenting opinion of Justice Teehankee.

Very truly yours,

PEDRO B. RABADON
Asst. Division Clerk of Court

Messrs. Dakila F. Castro & Assoc. (x)
Counsel for Petitioner
2nd Flr. Castro Bldg.
58 Timog Avenue, Quezon City

Atty. Antonio H. Abad, Jr. (x)
Counsel for Private Respondents
3rd Flr. RCA Bldg. 8755 Paseo de Roxas
Makati, Rizal

Hon. Federico Alikpala (x)
CFI of Manila, Br. XXII City Hall, Manila

The City Legal Officer (x)
City Hall, Manila

Mr. Andreciano F. Caballero (x)
2429 Bato St., Tecson, Gagalangin
Tondo, Manila

Atty. Federico A. Blay (x)
408 Ermita Center Bldg.
1350 Roxas Blvd., Manila

Footnotes