Obligations and Contracts and voluntarily applied for the loan,

executed the mortgage contract and

Metropolitan Fabrics, Inc. (MFI) and turned over the TCTs of their
Enrique Ang v. Prosperity Credit properties. And, lastly, contrary to
Resources, Inc., Domingo Ang and Caleb their modified defense of absence of
Ang consent, Vicky Ang’s (Enrique’s
G.R. No. 154390. March 17, 2014 daughter) testimony tended at best to
FACTS: prove the vitiation of their consent
 MFI, entered into a loan agreement through insidious words,
with Manphil Investment Corporation machinations or misrepresentations
(MIC). Manphil retained four lots amounting to fraud, which showed
owned by MFI as mortgage security that the contract was voidable. 
and the other seven lots were left  Where the consent was given through
with MFI. MFI sought from PCRI fraud, the contract was voidable, not
without further checking on the void ab initio. This is because a
background of the business and a voidable or annullable contract is
feasibility study of MFI. PCRI released existent, valid and binding, although it
the loan to MFI. can be annulled due to want of
 Forms consisting of the real estate capacity or because of the vitiated
mortgage contract, promissory note, consent of one of the parties. Article
comprehensive surety agreement and 1390, in relation to Article 1391 of the
disclosure statement "had no entries Civil Code, provides that if the consent
specifying the rate of interest and of the contracting parties was
schedules of amortization." The obtained through fraud, the contract
signing was allegedly witnessed but is considered voidable and may be
without any PCRI representative annulled within four years from the
present. MFI secured the loan with its time of the discovery of the fraud. 
seven remaining lots.  According to Article 1338 of the Civil
 First amortization check bounced for Code, there is fraud when one of the
insufficient fund due to MFI's contracting parties, through insidious
continuing business losses. PCRI words or machinations, induces the
finally furnished MFI with its copy of other to enter into the contract that,
the promissory note and terms without the inducement, he would not
reflected is to be unconscionable. It have agreed to. Yet, fraud, to vitiate
was then that they allegedly learned consent, must be the causal (dolo
that PCRI had filled up the 24 blank causante), not merely the incidental
checks with dates and amounts that (dolo incidente), inducement to the
reflected a 35% interest rate per making of the contract. In Samson v.
annum, instead of just 24%, and a 2- Court of Appeals, causal fraud is
year repayment period, instead of 10 defined as “a deception employed by
years. one party prior to or simultaneous to
 MFI received a Notice of Sheriff's Sale the contract in order to secure the
announcing the auction of the seven consent of the other.”
lots due to unpaid indebtedness.
ISSUE:
Whether the Mortgage Contract was void. No.

RELEVANT RULING:
 As the records show, MFI really
agreed to mortgage their properties
as security for their loan and signed
the deed of mortgage for the purpose.
Thereafter, they delivered the TCTs of
the properties subject of the mortgage
to respondents. Consequently, MFI’s
contention of absence of consent had
no firm moorings. It remained
unproved. To begin with, they neither
alleged nor established that they had
been forced or coerced to enter into
the mortgage. Also, they had freely
Obligations and Contracts RELEVANT RULING:
 Evidence established that the contract
Solomon Boysaw and Alfredo Yulo Jr. v. was violated by Boysaw when,
Interphil Promotions, Inc., Lope Sarreal, without the approval or consent
Sr., and Manuel Nieto Jr. of Interphil, he fought a boxing match
G.R. No. L-22590. March 20, 1987 in Las Vegas. Another violation was
the assignment and transfer of the
FACTS: managerial rights over Boysaw
 Boysaw and his then Manager, without the knowledge or consent of
Ketchum, signed with Interphil Interphil.
represented by Sarreal, a contract to  While the contract imposed no
engage "Flash" Elorde in a boxing penalty for such violation, this does
contest for the junior lightweight not grant any of the parties the
championship of the world. It was unbridled liberty to breach it with
stipulated that the bout would be held impunity. Our law on contracts
at the Rizal Memorial Stadium on recognizes the principle that
September 30, 1961 or not later than actionable injury inheres in every
30 days thereafter should a contractual breach. Article 1170 of
postponement be mutually agreed the Civil Code provides that “those
upon, and that Boysaw would not, who in the performance of their
prior to the date of the boxing contest, obligations are guilty of
engage in any other such contest fraud, negligence or delay, and those
without the written consent of who in any manner contravene
Interphil. the terms thereof, are liable for
 However, before September 30, 1961, damages.”
Boysaw entered into a non-title bout  Article 1191 of the Civil Code states
on June 19, 1961 and without consent that “the power to rescind obligations
from Interphil, Ketchum assigned to is implied, in reciprocal ones, in case
Araneta the managerial rights over one of the obligors should not comply
Boysaw. Araneta in turn transferred with what is incumbent upon
the earlier acquired managerial rights him. The contract in question gave
to Alfredo, again without the consent rise to reciprocal obligations.
from Interphil. Yulo thereafter  Reciprocal obligations are those
informed Interphil of Boysaw’s which arise from the same cause, and
readiness to comply with the boxing in which each party is a debtor and
contract of May 1, 1961. The Games a creditor of the other, such that
and Amusement Board after a series the obligation of one is dependent
of conferences of both parties upon the obligation of the other. They
scheduled the Elorde-Boysaw fight on are to be performed simultaneously,
November 4, 1961. so that the performance of one
 Yulo refused to accept the charge in is conditioned upon the simultaneous
the fight date even after Sarreal fulfillment of the other. The power to
offered to advance the fight date to rescind is given to the injured party.
October 28, 1961. However, he  Where the plaintiff Is the party who
changed his mind and decided to did not perform the undertaking
accept the fight date on November 4, which he was bound by the terms
1961. While an Elorde-Boysaw fight of the agreement to perform, he is
was eventually staged, the fight not entitled to insist upon the
contemplated in the May 1, 1961 performance of the contract by the
boxing contract never materialized. defendant or recover damages by
As a result, Yulo and Boysaw sued reason of his own breach.
Interphil for damages allegedly due to
the latter’s refusal to honor their
commitments under the boxing
contract of May 1, 1961.

ISSUE:
Whether the offending party in a
reciprocal obligation may compel the other
party for specific performance. No
 RELEVANT RULING:
 The procedural rules are founded on
practicality and convenience. They
Obligations and Contracts are meant to discourage duplicity and
multiplicity of suits. This objective is
Lafarge Cement Philippines, Inc. (Lafarge),
Luzon Continental Land Corporation negated by insisting as the court a quo
(LCLC) , Continental Operating has done that the compulsory counter
Corporation and Philip Roseberg v. claim for damages be dismissed, only
Continental Cement Ccorporation (CCC), to have it possibly re-filed in a
Gregory T. Lim and Anthony A. Mariano separate proceeding. More important,
G.R. No. 155173. November 23, 2004 as we have stated earlier,
Respondents Lim and Mariano are
FACTS:
 Origins of the controversy can be real parties in interest to the
traced to the Letter of Intent (LOI) compulsory counterclaim; it is
executed by Petitioner Lafarge on imperative that they be joined
behalf of its affiliates and other therein. Section 7 of Rule 3 provides:
qualified entities, including Petitioner "Compulsory joinder of indispensable
LCLC, wherein agreed to purchase the parties.”
cement business of Respondent CCC.  Parties in interest without whom no
Both parties entered into a Sale and final determination can be had of an
Purchase Agreement (SPA). At the action shall be joined either as
time of the foregoing transactions, plaintiffs or defendants."Moreover, in
petitioners were well aware that CCC joining Lim and Mariano in the
had a case pending with the Supreme compulsory counterclaim, petitioners’
Court (GR No. 119712). are being consistent with the solidary
 In anticipation of the liability that the nature of the liability alleged therein.
High Tribunal might adjudge against  Obligations may be classified as either
CCC, the parties, under the SPA, joint or solidary. "Joint" or "jointly" or
allegedly agreed to retain from the "conjoint" means mancum or
purchase price a portion of the mancomunada or pro rata obligation;
contract price for payment to Asset on the other hand, "solidary
Privatization Trust (APT). However, obligations" may be used
petitioners allegedly refused to apply interchangeably with "joint and
the sum for payment to APT, despite several" or "several." Thus,
final court decision and the repeated petitioners' usage of the term "joint
instructions of CCC. Fearful that and solidary" is confusing and
nonpayment to APT would result in ambiguous. The ambiguity in
the foreclosure, not just of its petitioners' counterclaims
properties covered by the SPA with notwithstanding, respondents'
Lafarge but of several other liability, if proven, is solidary. This
properties as well, CCC filed a characterization finds basis in Article
"Complaint with Application for 1207 of the Civil Code, which provides
Preliminary Attachment" against that obligations are generally
petitioners. The Complaint prayed, considered joint, except when
that petitioners be directed to pay the otherwise expressly stated or when
"APT Retained Amount" referred to in the law or the nature of the obligation
the SPA. requires solidarity. However,
obligations arising from tort are, by
ISSUE: their nature, always solidary.
Whether CCC has no personality to
move to dismiss petitioners' compulsory
counterclaims on respondents Lim and
Mariano's behalf.
 and Deed of Sale/Assignment
between PPGI and UCPB
unequivocally show that the parties
intended an assignment of PPGl's
credit in favor of UCPB.
Obligations and Contracts
 The provisions of the foregoing
United Coconut Planters Bank v. Spouses agreements between PPGI and UCPB
Walter Uy and Lily Uy are clear, explicit and unambiguous as
G.R. No. 204039. January 10, 2018 to leave no doubt about their
objective of executing an assignment
FACTS: of credit instead of subrogation. The
MOA and the Deed of
 Prime Town Property Group, Sale/Assignment clearly state that
Inc. (PPGI) and E. Ganzon Inc. were UCPB became an assignee of PPGI's
the joint developers of the Kiener outstanding receivables of its
Hills. In 1997, respondents spouses condominium buyers. The Court
Walter and Lily Uy entered into a perceives no proviso or any
Contract to Sell with PPGI for a unit in extraneous factor that incites a
Kiener Hills. PPGI and petitioner contrary interpretation. Even the
United Coconut Planters simultaneous and subsequent acts of
Bank (UCPB) executed the following: the parties accentuate their intention
Memorandum of Agreement, and Sale to treat their agreements as
of Receivables and Assignment of assignment of credit.
Rights and Interests. By virtue of the
said agreements, PPGI transferred the  The last paragraph of the letter also
right to collect the receivables of the confirms that UCPB's acquisition of
buyers, which included respondents, PPGI's receivables did not involve any
of units in Kiener Hills. The parties changes in the Contract to Sell
entered into the said agreement as between PPGI and Liam; neither did it
PPGI's partial settlement of its vary the rights and the obligations of
₱1,814,500,000.00 loan with UCPB. the parties therein. Thus, no novation
by subrogation could have taken
 On 17 April 2006, the Housing and place.
Land Use Regulatory Board Regional
Office (HLURB Regional  The CA was therefore correct in ruling
Office) received respondents' that the agreement between PPGI and
complaint for sum of money and UCPB was an assignment of credit.
damages against PPGI and UCPB. They UCPB acquired PPGI's right to
claimed that in spite of their full demand, collect and receive Liam's
payment of the purchase price, PPGI outstanding balance; UCPB was not
failed to complete the construction of subrogated into PPGI's place as
their units in Kiener Hills. developer under the Contract to Sen.

ISSUE:  It is noteworthy that the

Whether UCPB is only jointly liable to PPGI in circumstances and issues in Liam fall
reimbursing unit owners of Kiener Hills squarely with the case at
bar. First, PPGI and UCPB were
RELEVANT RULING: prominent parties in the cited
cases. Second, it involved the same
 In Liam v. UCPB (Liam), the Court documents and agreement between
maintained its position that the PPGI and UCPB whereby the right to
transaction between PPGI and UCPB collect the receivables were assigned
was merely an assignment of credit. to the latter. Third, the controversy
Hence, what was transferred to UCPB arose from the complaints of
was only the right to collect PPGI's disgruntled unit owners to recover
receivables from the purchases of the amount they had paid from PPGI
Kiener Hills and not the obligation to or UCPB after Kiener Hills was not
complete the said condominium completed.
project. Thus: The terms of the MOA