April 2, 1951 G.R. No. L-3404 ANGELA I. TUASON, plaintiff-appellant,
vs. ANTONIO TUASON, JR., and GREGORIO ARANETA, INC., defendantsFACTS: In 1941 the sisters Anela I. !"ason and Nieves !"ason de #arreto and their $rother Antonio !"ason
%r., held a par&el of land 'ith an area of (4,92).( s*. +. &overed $ ertifi&ate of !itle No. (0911 in a+palo&, /anila, in &o++on, ea&h o'nin an "ndivided 13 portion !he share of Nieves 'as sold to Greorio Araneta In&., a do+esti& &orporation, and a ne' ertifi&ate of !itle No. (121 'as iss"ed in lie" of the old title No. (0911 &overin the sa+e propert. !he three &o-o'ners areed to have the 'hole par&el s"$divided into s+all lots and then sold, the pro&eeds of the sale to $e later divided a+on the+. #efore, d"rin and after the ee&"tion of this &ontra&t , Att. %. Antonio Antonio Araneta 'as a&tin as the attorne-in-fa&t and la'er of the t'o &o-o'ners, Anela I. !"ason and her $rother Antonio !"ason %r. At the sa+e ti+e he 'as a +e+$er of the #oard of ire&tor of the third &o-o'ner, Araneta, Araneta, In&. n epte+$er 1(, 1944, Anela I. !"ason revoed the po'ers &onferred on her attorne-in-fa&t and la'er, %. Antonio Antoni o Araneta Araneta $e&a"se of alleed $rea&h $rea&h of the ter+s of the 6/e+orand"+ 6/e+orand"+ of Aree+ent Aree+ent66 and a$"se of po'ers ranted to it in the do&"+ent, she had de&ided to res&ind said &ontra&t and she ased that the propert held in &o++on $e partitioned. partitioned. Later, Anela Anela filed a &o+plai &o+plaint nt in the o"rt of 7irs 7irstt Instan&e of /anil /anilaa asin asin the &o"rt to order the partition of the propert in *"estion and that she $e iven 13 of the sa+e in&l"din rents &olle&ted d"rin the ti+e that the sa+e in&l"din rents &olle&ted d"rin the ti+e that Araneta In&., ad+inistered said propert. !he s"it 'as ad+inistered prin&ipall aainst Araneta, In&. 8laintiffs $rother, Antonio !"ason %r., one of the &oo'ners evidentl did not aree to the s"it and its p"rpose, for he :oined Araneta, In&. as a &o-defendant.ho'ever the &o"rt dis+issed the &o+plaint 'itho"t prono"n&e+ent as to &osts. !he plaintiff plaintiff appealed fro+ that de&ision. o+e of the reasons advan&ed $ appellant to have the +e+orand"+ &ontra&t ;<h. (= de&lared n"ll and void or res&inded are that she had $een tri&ed into sinin it> that she 'as iven to "nderstand $ Antonio Araneta a&tin as her attorne-in-fa&t and leal adviser that said &ontra&t 'o"ld $e si+ilar to another &ontra&t of s"$division of a par&el into lots and the sale thereof entered into $ Greorio Araneta In&., that the defendant &o+pan has violated the ter+s of the &ontra&t $ not previo previo"sl "sl sho'in sho'in her the plans of the s"$div s"$division ision,, the s&hed"le of pri&es and &onditions of the sale, in not introd"&in the ne&essar i+prove+ents into the land and in not deliverin to her her share of the pro&eeds of the rents and sales.
ISSUE: ?hether or not the &ontra&t sho"ld $e de&lared n"ll and void $e&a"se its ter+s, parti&"larl pararaphs
9, 11 and 15 'hi&h violate the provisions of Art. 400 of the ivil ode R@LING AR!. 400. No &o-o'ner shall $e o$lied to re+ain a part to the &o++"nit.
7"ll tet PhilippineLaw.info B Jurisprudence B 1951 B April B PhilippineLaw.info B Jurisprudence B Phil. Rep. B Vol. 88 B
G.R. No. L-3404, !"ason v. !"ason and Greorio Araneta In&., )) 8hil. 42) Republic of the Philippines SUPREME COURT Manila E !A" April #$ 1951 %.R. o. L&'()( ANGELA I. TUASON, plainti*&appellant$ +s. ANTONIO TUASON, JR., and GREGORIO ARANETA, INC., defendants& appellees. Alcuaz & Eiguren for appellant. Araneta & Araneta for appellees. MONTEMAYOR, J.: ,n 19(1 the sisters An-ela ,. uason and ie+es uason de !arreto and their brother Antonio uason Jr.$ held a parcel of land with an area of /($9#8./ s0. . co+ered b2 "erti3cate of itle o. /)911 in 4apaloc$ Manila$ in coon$ each ownin- an undi+ided 1' portion. ie+es wanted and as6ed for a partition of the coon propert2$ but failin- in this$ she o*ered to sell her 1' portion. he share of ie+es was o*ered for sale to her sister and her brother but both declined to bu2 it. he o*er was later ade to their other but the old lad2 also declined to bu2$ sa2in- that if the propert2 later increased in +alue$ she i-ht be suspected of ha+in- ta6en ad+anta-e of her dau-hter. 7inall2$ the share of ie+es was sold to %re-orio Araneta ,nc.$ a doestic corporation$ and a new "erti3cate of itle o. /1#1 was issued in lieu of the old title o. /)911 co+erin- the sae propert2. he three co&owners a-reed to ha+e the whole parcel subdi+ided into sall lots and then sold$ the proceeds of the sale to be later di+ided aon- the. his a-reeent is ebodied in a docuent E:h. /; entitled
!efore$ durin- and after the e:ecution of this contract E:h. /;$ Att2. J. Antonio Araneta was actin- as the attorne2&in&fact and law2er of the two co&owners$ An-ela ,. uason and her brother Antonio uason Jr. At the sae tie he was a eber of the !oard of =irector of the third co&owner$ Araneta$ ,nc. he pertinent ters of the contract E:h. /; a2 be brie>2 stated as follows? he three co&owners a-reed to ipro+e the propert2 b2 3llin- it and constructin- roads and curbs on the sae and then subdi+ide it into sall lots for sale. Araneta ,nc. was to 3nance the whole de+elopent and subdi+ision@ it was prepare a schedule of prices and conditions of sale$ subect to the subect to the appro+al of the two other co&owners@ it was in+ested with authorit2 to sell the lots into which the propert2 was to be subdi+ided$ and e:ecute the correspondin- contracts and deeds of sale@ it was also to pa2 the real estate ta:es due on the propert2 or of an2 portion thereof that reained unsold$ the e:penses of sur+e2in-$ ipro+eents$ etc.$ all ad+ertisin- e:penses$ salaries of personnel$ coissions$ oBce and le-al e:penses$ includin- e:penses in institutin- all actions to eect all tenants or occupants on the propert2@ and it undertoo6 the dut2 to furnish each of the two co&owners$ An-ela and Antonio uason$ copies of the subdi+ision plans and the onthl2 sales and rents and collections ade thereon. ,n return for all this underta6in- and obli-ation assued b2 Araneta ,nc.$ particularl2 the 3nancial burden$ it was to recei+e 5) per cent of the -ross sellin- price of the lots$ and an2 rents that a2 be collected fro the propert2$ while in the process of sale$ the reainin- 5) per cent to be di+ided in e0ual portions aon- the three co&owners so that each will recei+e 1/.'' per cent of the -ross receipts. !ecause of the iportance of para-raphs 9$ 11 and 15 of the contract E:h. /;$ for purposes of reference we are reproducin- the below? 9; his contract shall reain in full force and e*ect durin- all the tie that it a2 be necessar2 for the PARC D7 E 4E"D= PAR to full2 sell the said propert2 in sall and subdi+ided lots and to full2 collect the purchase prices due thereon@ it bein- understood and a-reed that said lots a2 be rented while there are no purchasers thereof@ 11; he PARC D7 E 4E"D= PAR eanin- Araneta ,nc.; is hereb2 -i+en full power and authorit2 to si-n for and in behalf of all the said co&owners of said propert2 all contracts of sale and deeds of sale of the lots into which this
propert2 i-ht be subdi+ided@ the powers herein +ested to the PARC D7 E 4E"D= PAR a2$ under its own responsibilit2 and ris6$ dele-ate an2 of its powers under this contract to an2 of its oBcers$ eplo2ees or to third persons@ 15; o co&owner of the propert2 subect&atter of this contract shall sell$ alienate or dispose of his ownership$ interest or participation therein without 3rst -i+in- preference to the other co&owners to purchase and ac0uire the sae under the sae ters and conditions as those o*ered b2 an2 other prospecti+e purchaser. 4hould none of the co&owners of the propert2 subect&atter of this contract e:ercise the said preference to ac0uire or purchase the sae$ then such sale to a third part2 shall be ade subect to all the conditions$ ters$ and dispositions of this contract@ pro+ided$ the PAR,E4 D7 E 7,R4 PAR eanin- An-ela and Antonio; shall be bound b2 this contract as lon- as the PARC D7 E 4E"D= PAR$ nael2$ the %RE%DR,D ARAEA$ ,". is controlled b2 the ebers of the Araneta fail2$ who are stoc6holders of the said corporation at the tie of the si-nin- of this contract andor their lawful heirs@ Dn 4epteber 1/$ 19(($ An-ela ,. uason re+o6ed the powers conferred on her attorne2&in&fact and law2er$ J. Antonio Araneta. hen in a letter dated Dctober 19$ 19(/$ An-ela noti3ed Araneta$ ,nc. that because of alle-ed breach of the ters of the
decision$ and because the propert2 is +alued at ore than P5)$)))$ the appeal cae directl2 to this "ourt. 4oe of the reasons ad+anced b2 appellant to ha+e the eorandu contract E:h. /; declared null and +oid or rescinded are that she had been tric6ed into si-nin- it@ that she was -i+en to understand b2 Antonio Araneta actin- as her attorne2&in&fact and le-al ad+iser that said contract would be siilar to another contract of subdi+ision of a parcel into lots and the sale thereof entered into b2 %re-orio Araneta ,nc.$ and the heirs of =. uason$ E:hibit
board. e coitted nothin- that is +iolati+e of the 3duciar2 relationship e:istin- between hi and the plainti*. he act of J. Antonio Araneta in -i+inthe plainti* a cop2 of e:hibit / before the sae was e:ecuted$ constitutes a full disclosure of the facts$ for said cop2 contains all that appears now in e:hibit /. Plainti* char-es the defendant %re-orio Araneta$ ,nc. with infrin-in- the ters of the contract in that the defendant corporation has failed 1; to a6e the necessar2 ipro+eents on the propert2 as re0uired b2 para-raphs 1 and ' of the contract@ #; to subit to the plainti* fro tie to tie schedule of prices and conditions under which the subdi+ided lots are to be sold@ and to furnish the plainti* a cop2 of the subdi+ision plans$ a cop2 of the onthl2 -ross collections fro the sale of the propert2. he "ourt 3nds fro the e+idence that he defendant %re-orio Araneta$ ,ncorporated has substantiall2 coplied with obli-ation iposed b2 the contract e:hibit / in its para-raph 1$ and that for ipro+eents alone$ it has disbursed the aount of P11$1/.)9. ,t has li6ewise paid ta:es$ coissions and other e:penses incidental to its obli-ations as denied in the a-reeent. Hith respect to the char-ed that %re-orio Araneta$ ,ncorporated has failed to subit to plainti* a cop2 of the subdi+ision plains$ list of prices and the conditions -o+ernin- the sale of subdi+ided lots$ and onthl2 stateent of collections for the sale of the lots$ the "ourt is of the opinion that it has no basis. he e+idence shows that the defendant corporation subitted to the plainti* periodicall2 all the data relati+e to prices and conditions of the sale of the subdi+ided lots$ to-ether with the aount correspondin- to her. !ut without an2 usti3able reason$ she refused to accept the. Hith the indi*erent attitude adopted b2 the plainti*$ it was thou-ht useless for %re-orio Araneta$ ,ncorporated to continue sendin- her stateent of accounts$ chec6s and other thin-s. 4he had shown on +arious occasions that she did not want to ha+e an2 further dealin-s with the said corporation. 4o$ if the defendant corporation proceeded with the sale of the subdi+ided lots without the appro+al of the plainti*$ it was because it was under the correct ipression that under the contract e:hibit / the decision of the aorit2 co&owners is bindin- upon all the three. he "ourt feels that recission of the contract e:hibit / is not inor +iolations of the ters of the a-reeent$ the -eneral rule is that
peritted for a sli-ht or casual breach of the contract$ but onl2 for such breaches as are so substantial and fundaental as to defeat the obect of the parties in a6in- the a-reeent< 4on- 7o I "o. +s. awaiian&Philippine "o.$ ( Phil. 8#1;. As re-ards ipro+eents$ the e+idence shows that durin- the Japanese occupation fro 19(# and up to 19(/$ the Araneta ,nc. althou-h willin- to 3ll the land$ was unable to obtain the e0uipent and -asoline necessar2 for 3llinthe low places within the parcel. As to sales$ the e+idence shows that Araneta ,nc. purposel2 stopped sellin- the lots durin- the Japanese occupantion$ 6nowin- that the purchase price would be paid in Japanese ilitar2 notes@ and Att2. Araneta clais that for this$ plainti* should be than6full because otherwise she would ha+e recei+ed these notes as her share of the receipts$ which currenc2 later becae +alueles. !ut the ain contention of the appellant is that the contract E:h. /; should be declared null and +oid because its ters$ particularl2 para-raphs 9$ 11 and 15 which we ha+e reproduced$ +iolate the pro+isions of Art. ()) of the "i+il "ode$ which for the purposes of reference we 0uote below? AR. ()). o co&owner shall be obli-ed to reain a part2 to the counit2. Each a2$ at an2 tie$ deand the partition of the thin- held in coon. e+ertheless$ an a-reeent to 6eep the thin- undi+ided for a speci3ed len-th of tie$ not e:ceedin- ten 2ears$ shall be +alid. his period a2 be a new a-reeent. He a-ree with the trial court that the pro+isions of Art. ()) of the "i+il "ode are not applicable. he contract E:h.$ /; far fro +iolatin- the le-al pro+ision that forbids a co&owner bein- obli-ed to reain a part2 to the counit2$ precisel2 has for its purpose and obect the dissolution of the co&ownership and of the counit2 b2 sellin- the parcel held in coon and di+idin- the proceeds of the sale aon- the co&owners. he obli-ation iposed in the contract to preser+e the co&ownership until all the lots shall ha+e been sold$ is a ere incident to the ain obect of dissol+in- the co&owners. !2 +irtue of the docuent E:h. /$ the parties thereto practicall2 and substantiall2 entered into a contract of partnership as the best and ost e:pedient eans of e+entuall2 dissol+in- the co&ownership$ the life of said partnership to end when the obect of its creation shall ha+e been attained.
his aspect of the contract is +er2 siilar to and was perhaps based on the other a-reeent or contract E:h.
