THIRD DIVISION
4n #arch #arch , 199, the contract contract was s"bmitted s"bmitted for approval approval to resident resident !amos who s"bse="entl$ endorsed it to then incoming resident ;oseph 7+ 7strada+
2REATER METROPO METROPOLIT LITAN ANMANI MANILA LA SOLID SOLID 3ASTE 3ASTE 21R1 No1 )8-88MANA2EMENT COMMITTEEan+ the METROPOLITANMANILA DEVELOPMENT A4THORIT5, etitioners, resent@
4wing to the clamor of the residents of !ial, the 7strada administration ordered the clos"re clos"re of the an #ateo landfill+ landfill+ etitioner etitioner *###& *###& there"pon there"pon adopted adopted a !esol"tio !esol"tion n not to p"rs"e p"rs"e the contract contract with ;'.&4#, citing as reasons therefor the passage of Rep!"ic Act #$%&, other'ise (no'n as the C"ean Air Act of )&&& , the nonavailabilit$ of the an #ateo site, and costl$ tipping fees+ fees +[]
-versusversus -
6ANCOM 6ANCOM ENVIRON ENVIRONMENT MENTAL AL CORPORA CORPORATION TION an+ 6ANCOM INTERNATIONAL DEVELOPMENT PRO6ECTS PT51 LIMITED O7 A4STRALIA, !espondents+
BC3C#:3.*, &hairperson, &hairperson , &'!34, &'!34 #4!'<7, and T3.*', 67<'&4, ;!+, JJ +
rom"lgated@
;"ne 0, 200?
x--------------------------------------------------x DECISION CARPIO MORALES, J.: The present petition for review on certiorari challenges the Decision [1] dated December 19, 200 and !esol"tion[2] dated #a$ 11, 200% of the &o"rt of 'ppeals (&')[] in &'-*+!+ .o+ //2 which denied the petition for certiorari filed b$ herein petitioners *reater #etropolitan #anila olid aste #anagement &ommittee (*###&) and the #etropolitan #anila Development '"thorit$ (##D') and their #otion for !econsideration, respectivel$+ 3n 199%, residential #emorand"m 4rder .o+ 202 was iss"ed b$ then resident 5idel 6+ !amos creating an 7xec"tive &ommittee to oversee and develop waste-to-energ$ pro8ects for the waste disposal sites in an #ateo, !ial and &armona, &avite "nder the :"ild-4perate-Transfer :"ild-4perate-Transfer (:4T) scheme+ !espondent ;ancom 3nternational Development ro8ects t$+
Tas> 5orce 5orce on olid olid aste aste #anagement thro"gh then Department of 7nvironment and .at"ral !eso"rces ecretar$ 6ictor !amos, then &abinet 4ffice for !egional Development-.ational &apital !egion &hairman Dionisio dela erna,
The :oard of Directors of ;ancom 3nternational thereafter adopted on ;an"ar$ %, 2000 a !esol"tion[?] a"thoriing 'tt$+ 'tt$+ #an"el #olina to act as legal co"nsel for respondents and determine and file s"ch legal action as deemed necessar$ before the hilippine co"rts in an$ manner he ma$ deem appropriate against petitioners+ The :oard of Directors of ;'.&4# also adopted a !esol"tion [/] on 5ebr"ar$ /, 2000 granting 'tt$+ #olina similar a"thoriation to file legal action as ma$ be necessar$ to protect its interest with respect to the contract+ 4n #arch 1%, 2000, respondents filed a petition for certiorari [] with the !egional Trial &o"rt (!T&) of asig &it$ where it was doc>eted as pecial &ivil 'ction .o+ 19, to declare the *###& !esol"tion and the acts of the ##D' calling for bids for and a"thoriing the forging of a new contract for the #etro #anila waste management as illegal, "nconstit"tional and void and to en8oin petitioners from implementing the !esol"tion and ma>ing another award in lie" thereof+ :$ Decision[9] of #a$ 29, 2000, 2000, :ranch :ranch ? of the asig asig &it$ !T& !T& fo"nd fo"nd in favor favor of respondents+ respondents+[10] etitioners there"pon assailed the !T& Decision via petition for certiorar i certiorar i [11] with pra$er for a temporar$ restraining order with the &', doc>eted as &'-*+!+ .o+ 9021+ :$ Decision[12] of .ovember .ovember 1, 2000, the &' denied the petition for lac> of merit merit and affirmed in toto the toto the #a$ 29, 2000 !T& Decision+ etitioners #otion for !econsideration was denied, prompting them to file a petition for review before this &o"rt, doc>eted as *+!+ .o+ 1%/%?+ :$ Decision[1] of ;an"ar$ 0, 2002 and !esol"tion[1%] of 'pril 10, 2002, this Cort affir*e+ the Noe* Noe*!er !er )-, .//) .//) CA Decisi Decision on an+ +ec"ar +ec"are+ e+ the the contra contract ct a"i+ a"i+ an+ perfec perfecte+ te+,, a"!eit ineffec tie an+ ni*p"e*enta !"e pen+ing approa" !0 the Presi+ent1 Presi+ent 1 ;'.&4# ;'.&4# and the ##D' later p"rportedl$ p"rportedl$ entered into negotiatio negotiations ns to modif$ modif$ certain certain provisions of the contract which were embodied in a draft 'mended 'greement[1]dated ;"ne 2002+ The draft 'mended 'greement bore no signat"re of the parties+ !espondents, thro"gh 'tt$+ #olina, s"bse="entl$ filed before :ranch ? of the asig &it$ !T& an 4mnib"s #otion[1?] dated ;"l$ 29, 2002 pra$ing that@ (1) an alias writ of exec"tion be iss"ed prohibiting and en8oining petitioners and their representatives from calling for, accepting, eval"ating, approving, awarding, negotiating or implementing all bids, awards and contracts involving other #etro #anila waste management pro8ects intended to be p"rs"ed or which are alread$ being p"rs"edA (2) the ##D', thro"gh its &hairman :a$ani 5+ 5ernando, be directed to immediatel$ forward and recommend the approval of the 'mended 'greement to resident *loria #acapagal 'rro$oA () &hairman 5ernando be ordered to personall$ appear before the co"rt and explain his acts and p"blic prono"ncements which which are in direct violation violation and gross gross defiance of the final and exec"tor$ exec"tor$ #a$ 29, 2000 !T& DecisionA (%) the 7xec"tive ecretar$ and the &abinet ecretaries of the departments-members of the
provisions of 'rticle 1, paragraphs 1+1, 1+1+1 (a), (b), (c) and (d) of the contract within 0 da$s from notice+[1/] To the 4mnib"s #otion petitioners filed their 4pposition[1] which merited ;'.&4#s !epl$[19] filed on '"g"st 19, 2002+ 4n '"g"st 21, 2002, 'tt$+ imeon #+ #agdamit, on behalf of ;ancom 3nternational, filed before the !T& an 7ntr$ of pecial 'ppearance and #anifestation with #otion to !e8ect the ending 4mnib"s #otion[20] alle ging that@ (1) the 4mnib"s #otion was never approved b$ ;ancom 3nternationalA (2) the 4mnib"s #otion was initiated b$ law$ers whose services had alread$ been terminated, hence, were "na"thoried to represent itA and () the agreed 8"dicial ven"e for disp"te resol"tion relative to the implementation of the contract is the 3nternational &o"rt of 'rbitration in the Cnited ingdom p"rs"ant to 'rticle 1?+1[21] of said contract+ 3n the meantime, on .ovember , 2002, the ##D' forwarded the contract to the 4ffice of the resident for appropriate action, [22] together with ##D' !esol"tion .o+ 02-1 [2] dated ;"ne 2?, 2002, !ecommending to her 7xcellenc$ the resident of the !ep"blic of the hilippines to Disapprove the &ontract 7ntered 3nto b$ the 7xec"tive &ommittee of the residential Tas> 5orce on aste #anagement with ;ancom 7nvironmental &orporation and for 4ther "rposes+ :$ 4rder [2%] of .ovember 1, 2002, the !T& noted the above-stated 7ntr$ of pecial 'ppearance of 'tt$+ #agdamit for ;ancom 3nternational and denied the #otion to !e8ect ending 4mnib"s #otion for lac> of merit+ ;ancom 3nternational filed on December 9, 2002 a #otion for !econsideration[2] which was denied for lac> of merit b$ 4rder [2?] of ;an"ar$ , 200+ etitioners and respondents then filed their #emoranda[2/] on #a$ 2, 200 and #a$ 2?, 200, respectivel$+ :$ 4rder [2] of ;"ne 11, 200, the !T& granted respondents 4mnib"s #otion in part+ The dispositive portion of the 4rder reads, ="oted verbatim@ 3HERE7ORE, in view of the foregoing, let an 'lias rit of 7xec"tion immediatel$ iss"e and the &ler> of &o"rt and 7x-4ficio heriff or an$ o[f] her Dep"ties is directed to implement the same within sixt$ (?0) da$s from receipt thereof+ Th"s, an$ and all s"ch bids or contracts entered into b$ respondent ##D' with third parties covering the waste disposal and management within the #etro #anila after '"g"st 1%, 2000 are hereb$ declared .C<< and 643D+ !espondents are henceforth en8oined and prohibited, with a stern warning, from entering into an$ s"ch contract with an$ third part$ whether directl$ or indirectl$, in violation of the contract"al rights of petitioner ;'.&4# "nder the :4T &ontract 'ward, consistent with the "preme &o"rts Decision of ;an"ar$ 0, 2002+ !espondent ##D' is hereb$ directed to S49MIT the 'mended 'greement concl"ded b$ petitioners with the previo"s ##D' officials, or in its discretion if it finds [it] more advantageo"s to the government, to re="ire petitioners to ma>e ad8"stments in the &ontract in accordance with existing environmental laws and other relevant concerns, and thereafter forward the 'mended 'greement for signat"re and approval b$ the resident of the hilippines+ The concerned respondents are hereb$ f"rther directed to compl$ f"ll$ and in good faith with its instit"tional obligations or "nderta>ings as provided in
SO ORDERED1[29] (7mphasis in the original) 4n ;"ne 2, 200 the !T& iss"ed an 'lias rit of 7xec"tion[0] reading@ 3HEREAS, on Ma0 .&, .///, a Decision was rendered b$ this &o"rt in the above-entitled case, the pertinent portions of which is [sic ] here"nder ="oted as follows@ 3HERE7ORE, in view of the foregoing, the &o"rt hereb$ renders 8"dgment in favor of petitioners ;'.&4# 7.63!4.#7.T'< &4! and ;'.&4# 3.T7!.'T34.'< D767<4#7.T !4;7&T TE+, <3#3T7D 45 'CT!'<3' [sic ], and against respondents *!7'T7! #7T!44<3T'. #'.3<' 4<3D 'T7 #'.'*7#7.T &4##+, and F4.+ !4:7!T4 .+ '67.T';'D4, in his capacit$ as &hairman of the said &ommittee, #7T!4 #'.3<' D767<4#7.T 'CTF4!3TE and F4.+ ;7;4#'! &+ :3.'E, in his capacit$ as &hairman of said '"thorit$, declaring the !esol"tion of respondent *reater #etropolitan #anila olid aste #anagement &ommittee disregarding petitioners :4T 'ward &ontract and calling for bids for and a"thoriing a new contract for the #etro #anila waste management ILLE2AL an[d] VOID+ #oreover, respondents and their agents are hereb$ PROHI9ITED and EN6OINED from implementing the aforesaid !esol"tion and disregarding petitioners :4T 'ward &ontract and from ma>ing another award in its place+
7x-4ficio heriff or an$ of her Dep"ties is directed to implement the same within sixt$ (?0) da$s from receipt thereof+
The "preme &o"rt r"led that the ;ancom contract has the force of law and the parties m"st abide in good faith b$ their respective contract"al commitments+ 3t is precisel$ this prono"ncement that the alias writ of exec"tion iss"ed b$ respondent 8"dge see>s to enforce+ x x x xxxx
Th"s, an$ and all s"ch bids or contracts entered into b$ respondent ##D' [with] third parties covering the waste disposal and management within the #etro #anila after '"g"st 1%, 2000 are hereb$ declared N4LL and VOID+ !espondents are henceforth en8oined and prohibited, with a stern warning, from entering into an$ s"ch contract with an$ third part$ whether directl$ or indirectl$, in violation of the contract"al rights of petitioner ;ancom "nder the :4T &ontract 'ward, consistent with the "preme &o"rts Decision of ;an"ar$ 0, 2002+
The fact that the ;ancom contract has been declared "nimplementable witho"t the residents signat"re, wo"ld not exc"se petitioners fail"re to compl$ with their "nderta>ings "nder 'rticle 1 of the contract+ x x x xxxx etitioners complain that respondent 8"dge foc"sed onl$ on re="iring them to perform their s"pposed obligations "nder 'rticle 1 of the contract when private respondents are also re="ired there"nder to post a erformance ec"rit$ acceptable to the !ep"blic in the amo"nt allowed in the :4T
!e sp on de nt ## D' is h ere b$ d ir ect ed to S49MIT the 'mended 'greement concl"ded b$ petitioners with the previo"s ##D' officials, or in its discretion if it finds [it] more advantageo"s to the government, to re="ire petitioners to ma>e ad8"stments in the &ontract in accordance with existing environmental laws and other rele vant concerns, and thereafter forward the 'mended 'greement for signat"re and approval b$ the resident of the hilippines+ The concerned respondents are hereb$ f"rther directed to compl$ f"ll$ and in good faith with its instit"tional obligations or "nderta>ings as provided in 'rticle 1 of the :4T &ontract+
xxxx 3t cannot x x x be said that respondent 8"dge had been "nfair or onesided in directing onl$ petitioners to f"lfill their own obligations "nder 'rticle 1 of the ;ancom contract+&ompliance with private respondents obligations "nder the contract had not $et become d"e+
of &o"rt and the &ommission on '"dit for its information and g"idance+
xxxx There is no debate that the trial co"rts Decision has attained finalit$+ 4nce a 8"dgment becomes final and exec"tor$, the prevailing part$ can have it exec"ted as a matter of right and the granting of exec"tion becomes a mandator$ or ministerial d"t$ of the co"rt+ 'fter a 8"dgment has become final and exec"tor$, vested rights are ac="ired b$ the winning part$+ ;"st as the losing part$ has the right to file an appeal within the prescribed period, so also the winning part$ has the correlative right to en8o$ the finalit$ of the resol"tion of the case+
SO ORDERED1 x x x x (7mphasis in the original) :$ letter [1] of '"g"st 1, 200, &hairman 5ernando advised heriff B+ of &o"rt and 7x-4ficio heriff, asig &it$ !T& that@
'le8andro
1+
##D' has not entered into a new contract for solid waste management in lie" of ;'.&4#s &ontract+
2+
;'.&4#s &ontract has been referred to the 4ffice of the resident for appropriate action+
+
itho"t the implemented+[2]
residents
approval, ;'.&4#s &ontract
cannot
3t is tr"e that the ministerial d"t$ of the co"rt to order the exec"tion of a final and exec"tor$ 8"dgment admits of exceptions as (a) where it becomes imperative in the higher interest of 8"stice to direct the s"spension of its exec"tionA or (b) whenever it is necessar$ to accomplish the aims of 8"sticeA or (c) when certain facts and circ"mstances transpired after the 8"dgment became final which co"ld render the exec"tion of the 8"dgment "n8"st+ etitioners have not shown that an$ of these exceptions exists to prevent the mandator$ exec"tion of the trial co"rtsDecision +[/] (3talics in the original)
be
etitioners later challenged the !T& ;"ne 11, 200 4rder via petition for certiorar i [] with pra$er for the iss"ance of a temporar$ restraining order andGor writ of preliminar$ in8"nction before the &'+ The$ s"bse="entl$ filed an 'mended etition[%] on eptember 2?, 200+ To the 'mended etition ;'.&4# filed on 4ctober , 200 its &omment[] after which
etitioners #otion for !econsideration[] having been denied b$ the &' b$ !esol"tion of #a$ 11, 200%, the present petition for review[9] was filed on ;"l$ 12, 200%positing that@ TF7 &4C!T 45 '7'< *!'67
The appellate co"rt ma$, on motion in the same case, when the interest of 8"stice so re="ires, direct the co"rt of origin to iss"e the writ of exec"tion+
33 TF7 C:;7&T &4.T!'&T 4.
4nce a 8"dgment becomes final, it is basic that the prevailing part$ is entitled as a matter of right to a writ of exec"tion the iss"ance of which is the trial co"rts ministerial d"t$, compellable b$ mandam"s+[%/] There are instances, however, when an error ma$ be committed in the co"rse of exec"tion proceedings pre8"dicial to the rights of a part$+ These instances call for correction b$ a s"perior co"rt, as where@
!74.D7.T #CT '<4 :7 #'D7 T4 &4#
1) 2)
there has been a change in the sit"ation of the parties ma>ing exec"tion ine="itable or "n8"stA
4n #a$ %, 200, ;ancom 3nternational filed its &omment,[%] reiterating its position that it did not a"thorie the filing before the !T& b$ 'tt$+ #olina of the ;"l$ 29, 20024mnib"s #otion that impleaded it as part$-movant+
)
exec"tion is so"ght to be enforced against propert$ exempt from exec"tionA
4n ;"l$ /, 200, petitioners filed their !epl$
[%%]
the 'rit of eection aries the ;+g*ent A
%)
it appears that the controvers$ has never been s"bmitted to the 8"dgment of the co"rtA
)
the terms of the 8"dgment are not clear eno"gh and there remains room for interpretation thereofA or
?)
it appears that the writ of exec"tion has been improvidentl$ iss"ed, or that it is +efectie in s!stance, or is iss"ed against the wrong part$, or that the 8"dgment debt has been paid or otherwise satisfied, or the writ was iss"ed witho"t a"thorit$+[%] (7mphasis and Cnderscoring s"pplied)
to ;ancom 3nternationals &omment+
etitioners arg"e that since the contract remains "nsigned b$ the resident, it cannot $et be exec"ted+ Ergo, the$ concl"de, the proceedings which res"lted in the iss"ance of an alias writ of exec"tion ran afo"l of the [;an"ar$ 0, 2002] decision of [the "preme] &o"rt in *+!+ .o+ 1%/%?+[%] etitioners go on to arg"e that since the contract covers onl$ ,000 tons of garbage per da$ while #etro #anila generates at least ?,000 tons of solid waste a da$, ##D' ma$ properl$ bid o"t the other ,000 tons of solid waste to other interested gro"ps or entities+ etitioners moreover arg"e that the alleged 'mended 'greement concl"ded s"pposedl$ between ;'.&4# and former ##D' &hairman :en8amin 'balos is a mere scrap of paper, a mere draft or proposal s"bmitted b$ ;'.&4# to the ##D', no agreement on which was reached b$ the partiesA and at all events, express a"thorit$ o"ght to have first been accorded the ##D' to concl"de s"ch an amended agreement with ;'.&4#, the original contract having been concl"ded between the !ep"blic of the hilippines and ;'.&4#+ 5inall$, petitioners arg"e that respondents sho"ld also be re="ired to perform their commitments p"rs"ant to 'rticle 1[%?] of the contract+ The petition is impressed with merit in light of the following considerations+ ection 1, !"le 9 of the !"les of &o"rt provides@ 7&T34. 1+ Execution upon judgments or final orders+ 7xec"tion shall iss"e as a matter of right, on motion, "pon a 8"dgment or order that disposes of the action or proceeding "pon the expiration of the period to appeal therefrom if no appeal has been d"l$ perfected+ 3f the appeal has been d"l$ perfected and finall$ resolved, the exec"tion ma$ forthwith be applied for in the co"rt of origin, on motion of the 8"dgment
That a writ of exec"tion m"st conform to the 8"dgment which is to be exec"ted, s"bstantiall$ to ever$ essential partic"lar thereof , [%9] it is settled+ 3t ma$ not th"s var$ the terms of the 8"dgment it see>s to enforce,[0] nor go be$ond its terms+ here the exec"tion is not in harmon$ with the 8"dgment which gives it life and exceeds it, it has no validit$+[1] This &o"rts ;an"ar$ 0, 2002 Decision in *+!+ .o+ 1%/%? held@ e, therefore, hold that the &o"rt of 'ppeals did not err when it declared the existence of a valid and perfected contract between the !ep"blic of the hilippines and ;'.&4#+ There being a perfected contract, ##D' cannot revo>e or reno"nce the same witho"t the consent of the other+ 5rom the moment of perfection, the parties are bo"nd not onl$ to the f"lfillment of what has been expressl$ stip"lated b"t also to all the conse="ences which, according to their nat"re, ma$ be in >eeping with good faith, "sage, and law ('rticle 11, &ivil &ode)+ The contract has the force of law between the parties and the$ are expected to abide in good faith b$ their respective contract"al commitments, not weasel o"t of them+ ;"st as nobod$ can be forced to enter into a contract, in the same manner, once a contract is entered into, no part$ can reno"nce it "nilaterall$ or witho"t the consent of the other+ 3t is a general principle of law that no one ma$ be permitted to change his mind or disavow and go bac> "pon his own acts, or to proceed contrar$ thereto, to the pre8"dice of the other part$+ .onetheless, it has to be repeated that a"thogh the contract is a perfecte+ one, it is sti"" ineffectie
This &o"rts 'pril 10, 2002 !esol"tion also in *+!+ .o+ 1%/%? moreover held@ x x x The onl$ ="estion before the &o"rt is whether or not there is a valid and perfected contract between the parties+ 's to the necessit$, expedienc$, and wisdom of the contract, these are o"tside the realm of 8"dicial ad8"dication+ These considerations are primaril$ and excl"sivel$ a matter for the resident to decide+ hile the &o"rt recognies that the garbage problem is a matter of grave p"blic concern, it can onl$ declare that the contract in ="estion is a valid and perfected one between the parties, b"t the same is sti"" ineffectie or ni*p"e*enta!"e nti" an+ n"ess it is approe+ !0 the Presi+ent, the contract itse"f proi+ing that sch approa" !0 the Presi+ent is necessar0 for its effectiit 01[] (7mphasis and Cnderscoring s"pplied)
'rticle 19 of the contract provides@ 'rticle 19+ 7ffectivit$+ This &ontract sha"" !eco*e effectie pon approa" b$ the resident of the !ep"blic of [the] hilippines p"rs"ant to existing
The exec"tion directed b$ the trial co"rt being o"t of harmon$ with the 8"dgment, legal implications cannot save it from being fo"nd to be fatall$ defective+[] .otabl$, while the trial co"rt ratiocinated that it iss"ed on ;"ne 2, 200 the alias writ to set into motion the legal mechanism for residential approval and signat"re,[?] it failed to ta>e d"e consideration of the fact that d"ring the pendenc$ of the 4mnib"s #otion, the contract had earlier been forwarded for appropriate action on .ovember , 2002 b$ &hairman 5ernando to the 4ffice of the resident, with recommendation for its disapproval, which fact the trial co"rt had been d"l$ informed of thro"gh pleadings and open co"rt manifestations+[/] 'dditionall$ it bears noting that the ;"ne 11, 200 4rder of the trial co"rt is li>ewise
The appellate co"rt, in affirming the ;"ne 11, 200 4rder of the trial co"rt, overloo>ed the fact that the 'mended 'greement was "nsigned b$ the parties and it instead spec"lated and rationalied that the s"bmission thereof to the resident wo"ld at all events solve the mo"nting garbage problem in #etro #anila@ e find that the s"bmission of the 'mended 'greement to the resident will brea> the impasse now existing between the parties which has effectivel$ halted the governments efforts to address #etro #anilas mo"nting garbage problem+ x x x 's long as petitioners ref"se to deal with private respondents, the #etro #anila garbage problem will onl$ contin"e to worsen+ x x x That the 'mended 'greement co"ld have well been negotiated, if not concl"ded between private respondents and the former ##D' administration, is not far-fetched+ etitioners do not disp"te that the resident had referred the ;ancom contract to then ##D' &hairman :en8amin 'balos for recommendation+ etitioners also do not disp"te that private respondents negotiated with the ##D' for the amendment of the contract+ :esides, the 'mended 'greement does not veer awa$ from the original ;ancom contract+ x x x[]
The 'mended 'greement was, as petitioners correctl$ allege, merel$ a draft doc"ment containing the proposals of ;'.&4#, s"b8ect to the approval of the ##D'+ 's earlier stated, it was not signed b$ the parties+[9] The original contract itself provides in 'rticle 1/+? that it ma$ not be amended except b$ a written [c]ontract signed b$ the parties+[?0] 3t is elementar$ that, being consens"al, a contract is perfected b$ mere consent+[?1] The essence of consent is the conformit$ of the parties to the terms of the contract, the acceptance b$ one of the offer made b$ the otherA [?2] it is the conc"rrence of the minds of the parties on the ob8ect and the ca"se which shall constit"te the contract+[?] here there is merel$ an offer b$ one part$ witho"t acceptance b$ the other, there is no consent and the contract does not come into existence+[?%] 's disting"ished from the original contract in which this &o"rt held in *+!+ .o+ 1%/%?@ x x x the signing and exec"tion of the contract b$ the parties clearl$ show that, as between the parties, there was conc"rrence of offer and acceptance with respect to the material details of the contract, thereb$ giving rise to the perfection of the contract+ The exec"tion and signing of the contract is not disp"ted b$ the parties x x x,[?]
the parties did not, with respect to the 'mended 'greement, get past the negotiation stage+ .o meeting of minds was established+ hile there was an initial offer made, there was no acceptance+ 7ven ;'.&4# resident 'lfonso *+ T"on conceded, b$ letter [??] of ;"ne 1/, 2002 to &hairman 5ernando, that the 'mended 'greement was a mere proposal@ 'propos to all these, we are see>ing an "rgent 7H7&CT367 734. on $o"r best time and ven"e e can thresh "p ma8or points to establish a
and earlier s"bmitted to $o"r 4ffice d"ring the inc"mbenc$ of $o"r predecessor, for eval"ation and appropriate action b$ .7D' in compliance with the :4T
hile respondents aver that an acceptance was made, the$ have not proffered an$ proof+ hile indeed the ##D', b$ a letter [?] iss"ed b$ then ##D' *eneral #anager ;aime a, re="ested then ecretar$ of ;"stice Fernando :+ ere for his legal opinion on the draft 'mended 'greement, nowhere in the letter is there an$ statement indicating that the ##D', or the !ep"blic of the hilippines for that matter, had approved respondents proposals embodied in the said draft agreement+
1+2+1 The :4T &4#'.E hereb$ "nderta>es to provide the following within 2 months from exec"tion of this &ontract as an effective doc"ment@ a)
s"fficient proof of the act"al e="it$ contrib"tions from the proposed shareholders of the :4T &4#'.E in a total amo"nt not less than F 00,000,000 in accordance with the :4T
b)
s"fficient proof of financial commitment from a lending instit"tion s"fficient to cover total pro8ect cost in accordance with the :4T
c) The pertinent portions of the letter read@ 'ttention@ F4.+ F7!.'.D4 :+ 7!7I ecretar$
's this &o"rt held in *+!+ .o+ 1%/%?@ "b8ect@ !e="est for 4pinion !egarding the &ompromise 4ffer of ;ancom 7nvironmental &orporation for the #"nicip al olid aste #anagement of #etro #anila Dear ecretar$ ere@ This is to respectf"ll$ re="est for an opinion from $o"r Fonorable 4ffice regarding the &ompromise roposal offered b$ ;'.&4# 7nvironmental &orporation (;'.&4#) in relation to its &ontract for the :4T 3mplementation of the aste #anagement ro8ect for the an #ateo, !ial aste Disposal ite dated 19 December 199/ (hereinafter referred to as the :4T &ontract for brevit$) with the !ep"blic of the hilippines+ xxxx x x x this representation is re="esting $o"r Fonorable 4ffice to render a legal opinion on the following@ Does the offer of ;'.&4# to temporaril$ set aside the waste-to-energ$ plant and implement onl$ the other two ma8or components of the :4T &ontract amo"nt to a novation of the :4T &ontract, and therefore necessitating a rebiddingJ 3f the same does not amo"nt to a novation, b$ what a"thorit$ ma$ ;ancom set aside temporaril$ a ma8or component of the :4T &ontractJ
's clearl$ stated in 'rticle 1, ;'.&4# "ndertoo> to compl$ with the stated conditions within 2 months from exec"tion of the &ontract as an effective doc"ment+ ince the resident of the hilippines has not $et affixed his signat"re on the contract, the same has not $et become an effective doc"ment+ Th"s, the two-month period within which ;'.&4# sho"ld compl$ with the conditions has not $et started to r"n+ x x x[/] (Cnderscoring s"pplied)
' final point+ The arg"ment raised against the a"thorit$ of 'tt$+ #olina to file respondents 4mnib"s #otion before the !T& does not lie+ !epresentation contin"es "ntil the co"rt dispenses with the services of co"nsel in accordance with ection 2?, !"le 1 of the !"les of &o"rt+[/%] .o s"bstit"tion of co"nsel of record is allowed "nless the following essential re="isites conc"r@ (1) there m"st be a written re="est for s"bstit"tionA (2) it m"st be filed with the written consent of the clientA () it m"st be with the written consent of the attorne$ to be s"bstit"tedA and (%) in case the consent of the attorne$ to be s"bstit"ted cannot be obtained, there m"st be at least a proof of notice that the motion for s"bstit"tion was served on him in the manner prescribed b$ the !"les of &o"rt+[/] 3n the case at bar, there is no showing that there was a valid s"bstit"tion of co"nsel at the time 'tt$+ #olina filed the 4mnib"s #otion on ;"l$ 29, 2002 before the !T&, nor that he had priorl$ filed a ithdrawal of 'ppearance+ Fe th"s contin"ed to en8o$ the pres"mption of a"thorit$ granted to him b$ respondents+
x x x x [?9]
4nl$ an absol"te or "n="alified acceptance of a definite offer manifests the consent necessar$ to perfect a contract+ [/0] 3f at all, the ##D' letter onl$ shows that the parties had not gone be$ond the preparation stage, which is the period from the start of the negotiations "ntil the moment 8"st before the agreement of the parties+[/1] 4bvio"sl$, other material considerations still remained before the 'mended 'greement co"ld be perfected+ 't an$ time prior to the perfection of a contract, "naccepted offers and proposals remain as s"ch and cannot be considered as binding commitments+[/2] !especting petitioners arg"ment that respondents sho"ld be directed to compl$ with their
hile clients "ndo"btedl$ have the right to terminate their relations with their co"nsel and effect a s"bstit"tion or change at an$ stage of the proceedings, the exercise of s"ch right is s"b8ect to compliance with the prescribed re="irements+ 4therwise, no s"bstit"tion can be effective and the co"nsel who last appeared in the case before the s"bstit"tion became effective shall still be responsible for the cond"ct of the case+[/?] The r"le is intended to ens"re the orderl$ disposition of cases+[//] 3n the absence then of compliance with the essential re="irements for valid s"bstit"tion of the co"nsel of record, 'tt$+ #olina en8o$s the pres"mption of a"thorit$ granted to him b$ respondents+ 3n light of the foregoing dis="isition, a disc"ssion of the other matters raised b$ petitioners
SET ASIDE1 The ;"ne 11, 200 4rder of the !egional Trial &o"rt of asig, :ranch ? in &' .o+ 19 is declared N4LL an+ VOID+
[]
enned b$ ;"stice .oel *+ Ti8am and conc"rred in b$ ;"stices !"ben T+ !e$es (now residing ;"stice) and 7dgardo + &r"+ Rollo, pp+ 0-?/+ [] !ecords, 6ol+ 1, p+ /0+ [?] 3d+ at 1/1-1/2+ [/] 3d+ at 1/0+ [] 3d+ at 1-21+ [9] Rollo, pp+ /-/?+ [10] The dispositive portion of the decision reads, ="oted verbatim@ F7!754!7, in view of the foregoing, the &o"rt hereb$ renders 8"dgment in favor of petitioners ;'.&4# 7.63!4.#7.T'< &4!+, and ;'.&4# 3.T7!.'T34.'< D767<4#7.T !4;7&T TE+, <3#3T7D 45 'CT!'<3', and against respondents *!7'T7! #7T!44<3T'. #'.3<' 4<3D 'T7 #'.'*7#7.T &4##+, and F4.+ !4:7!T4 .+ '67.T';'D4, in his &apacit$ as &hairman of the said &ommittee, #7T!4 #'.3<' D767<4#7.T 'CTF4!3TE and F4.+ ;7;4#'! &+ :3.'E, in his capacit$ as &hairman of said '"thorit$, declaring the !esol"tion of respondent *reater #etropolitan #anila olid aste #anagement &ommittee disregarding petitioners :4T 'ward &ontract and calling for bids for and a"thoriing a new contract for the #etro #anila waste management 3<<7*'< and 643D+ #oreover, respondents and their agents are hereb$ !4F3:3T7D and 7.;43.7D from implementing the aforesaid !esol"tion and disregarding petitioners :4T 'ward &ontract and from ma>ing another award in its place+
SO ORDERED1 CONCHITA CARPIO MORALES 'ssociate ;"stice
7 &4.&C!@
LEONARDO A1 <4IS4M9IN2 'ssociate ;"stice &hairperson
ANTONIO T1 CARPIO 'ssociate ;"stice
DANTE O1 TIN2A 'ssociate ;"stice
PRES9ITERO 61 VELASCO, 6R1 'ssociate ;"stice
ATTESTATION 3 attest that the concl"sions in the above Decision were reached in cons"ltation before the case was assigned to the writer of the opinion of the &o"rts Division+
LEONARDO A1 <4IS4M9IN2 'ssociate ;"stice &hairperson
CERTI7ICATION "rs"ant to 'rticle 6333, ection 1 of the &onstit"tion, and the Division &hairpersons 'ttestation, it is hereb$ certified that the concl"sions in the above Decision were reached in cons"ltation before the case was assigned to the writer of the opinion of the &o"rt+
RE5NATO S1 P4NO 'cting &hief ;"stice
[2?]
3d+ at /%?+ 3d+ at 2%-2 and 1-2+ Rollo, pp+ 199-20%+ [29] 3d+ at 20%+ [0] !ecords, 6ol+ 33, pp+ 9-?1+ [1] 3d+ at ?2+ [2] 3bid+ [] Rollo, pp+ 20-220+ [%] 3d+ at 221-2+ [] 3d+ at 29-2?+ [?] 3d+ at 2-29+ [/] 3d+ at 12-19+ [] 3d+ at 29-0?+ [9] 3d+ at 2-%+ [%0] 3d+ at %0-%1+ [%1] 3d+ at /0-%+ [%2] 3d+ at 29-00+ [%] 3d+ at 1%-1?+ [%%] 3d+ at 1-+ [%] 3d+ at %+ [%?] 1+1++ To s"pport its obligation "nder this &ontract, the :4T &4#'.E (;'.&4#) shall post erformance ec"rit$ either in the form of cash, managers chec>, ban> draft or other sec"rit$ reasonable and acceptable to the &<37.T (the !ep"blic) in the amo"nt allowed in the :4T
no showing that the same was ever perfected and finalied+ rivate respondents presented in evidence onl$ drafts of a proposed management contract with petitioners handwritten marginal notes b"t the management contract was not p"t in its final form+ The reason wh$ there was no final "ncorrected draft was beca"se the parties co"ld not agree on the stip"lations of said contract x x x+ 's a conse="ence the management drafts s"bmitted b$ the private respondents sho"ld at best be considered as mere "naccepted offersA andRi(er v. 0ple (*+!+ .o+ <0%92, 4ctober 2/, 19/, 1 &!' , 9%) where this &o"rt held@ 4f prime importance is the fact that the proposed x x x contract, not having been signed b$ private respondent, lac>s consent which is the first essential re="isite of ever$ contract ('rt+ 119, &ivil &ode)+ [?0] Rollo, p+ + [?1] )edish %atch, A' v. Court of Appeals, *+!+ .o+ 12120, 4ctober 20, 200%, %%1 &!' 1, 1 (citation omitted), "nsular $ife Assurance Compan&, $td. v. Asset 'uilders Corporation, *+!+ .o+ 1%/%10, 5ebr"ar$ , 200%, %22 &!' 1%, 19-1?0 (citations omitted)+ [?2] 1irme v. 'u(al Enterprises and Development Corporation, *+!+ .o+ 1%??0, 4ctober 2, 200, %1% &!' 190, 20? (citation omitted), )alonga v. 1arrales, 192 hil+ ?1%, ?22-?2 (191)+ [?] 36 '+ Tolentino, &4##7.T'!37 '.D ;C!3!CD7.&7 4. TF7 &363< &4D7 45 TF7 F3<33.7, %%/ (199/ ed+)+ [?%] 3bid+ [?] Rollo, pp+ 10-109+ [??] &' rollo, pp+ 102-10+ [?/] 3d+ at 10+ [?] 3d+ at 2?-2??+ [?9] 3d+ at 2?-2?+ [/0] eldon Construction Corporation v. Court of Appeals, *+!+ .o+ <-/21, 4ctober 12, 19/, 1% &!' ?1, ?2 (citation omitted)+ [/1] %endo+a v. Court of Appeals, %12 hil+ 1%, 2 (2001) (citation omitted)+ [/2] $uxuria /omes, "nc. v. Court of Appeals, s"pra note 9 at 100+ [/] %etropolitan %anila Development Authorit& v. Jancom Environmental Corporation, s"pra note 2 at 91+ [/%] Rollo, p+ 22+ [/] #ioneer "nsurance 2 )uret& Corporation v. De Dios !ransportation Co., "nc +, %% hil+ %09, %2/ (200) (citation omitted), )antana3Cru+ v. Court of Appeals, %1% hil+ %/, ?1 (2001) (citations omitted), 'ernardo v. Court of Appeals, %1 hil+ %1, %2-? (199/) (citations omitted), -acura& v. -$RC , ? hil+ /%9, /%- (199/) (citation omitted), Rinconada !elephone Compan&, "nc. v. 'uenviaje, *+!+ .o+ %92%1-%2, 'pril 2/, 1990, 1% &!' /01, /%-/, )umadchat v. Court of Appeals, 19/ hil+ %?, %// (192)+ [/?] -acura& v. -ational $abor Relations Commission, s"pra note / at /+ [//] )antana3Cru+ v. Court of Appeals, s"pra note / at ?2 (citation omitted)+
