REPUBLIC OF THE PHILIPPINES SUPREME COURT MANILA
SILVER FILMS, INC.,
Petitioner, - versus -
G.R. No. 12!"#$
LORENZO GARCIA,
%CA-GR CV No. "!&'(
Respondent. )----------------------------------------------- )
PETITION FOR REVIE* FOR REVIE* ON CERTIORARI
Petitioner, by his counsel and to this Honorable Hon orable Supreme Court most respectfully alleges that: NATU ATURE OF OF TH THE PE PETITION
1. This is is a petition petition for revie under under !ule !ule "# of the the !ules of Court, Court, a mode mode of appeal appeal from from a $udgme $udgment nt of the Court of %ppeal %ppeals, s, rendered rendered in the e&ercis e&ercisee of its appell appellate ate $urisdiction. #. 'inal $udgmen $udgmentt or order order of the Court Court of %ppeals %ppeals in in an appeal from the the final $udgment $udgment or order of a !egional Trial Court may be appealed to the Supreme Court through Petition for !evie under this rule, here the appeal involves pure (uestions (ue stions of la.
THE PARTI RTIES
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). Petitioner S+ver F+s, I/. %S+ver F+s( is a domestic corporation engaged in film production and distribution. *t holds office at 1+th 'loor, Prime uilding, rmita, anila, represented by his counsel of record, %tty. %ndres !i/al, ith office address at "+) c0inley illage, Taguig City. ". !espondent Lore0o Gr/+ %Gr/+( is a 'ilipino, of legal age and a resident of anila City. He can be served ith the processes of the Court thru his counsel of record, %tty. aria 2eila . Penera ith office address at 34' !ivera Santos uilding, 3" %ntonio 2una Street, Sta. Cru/, anila.
MATERIAL ATES 3. This case or i g i n a t e d from the !egional Trial Court 5!TC ranch 1+6, anila7
doc8eted as Civil Case 9o. )++1#, from hich the $udge rendered an rder on #" ctober #++" approving the 16 ;une #++) amendment entered by the parties as a Compromise %greement. <. Petitioner filed its otion to =ismiss on the ground that the dispute beteen the parties had already been settled and amicably resolved as per amendment to the #+++ and #++# Contract dated 16 ;une #++). !TC noted that the %mendment dated 16 ;une #++) as the basis of petitioner Silver 'ilms, *nc.>s otion to =ismiss, it resolved to render a compromise $udgment in favor of respondent. 6. The !TC, for the resolution of motions filed by petitioner Silver 'ilms, *nc. rendered on its +< arch #++3 rder a $udgment terminating the proceedings of the case and denying the otion for !econsideration and otion to =efer 'iling of %nser for having become moot and academic, hile upholding the compromise $udgment on its #" ctober #++" rder. ?. n +3 ;une #++3 5on the case doc8eted as C%-@.!. 9o. 3")?A7, the Court of %ppeals affirmed the #" ctober #++" rder of the !TC hich ruled that the amendment dated 16 ;une #++) beteen renda Simon and petitioner Silver 'ilms, *nc. as a compromise agreement, and as ratified hen respondent @arcia e&pressed his conformity through his +) ;uly #++" anifestation.
STATEMENT OF THE MATTERS INVOLVE
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A. %ctor 2oren/o @arcia and renda Simon B @arcia>s talent manager, sued Silver 'ilms, *nc. for rescission of the actor>s movie contract and for damages. efore filing an anser, Silver 'ilms, *nc. entered into an amendment of contracts ith Simon maintaining the contract but providing for payment of a substantial sum of mo ney and a parcel of land in ue/on City. @arcia claimed no authori/ation of the agreement for hat he anted as for the producer to release him from the contract. 1+. %s the case dragged on, @arcia got involved in a film festival scandal that tainted his image. Dhen Silver 'ilms, *nc. offered to release him from his contract, he suddenly had a change of heart. He told the court that he ould no accept the agreement signed by his talent manager, on the condition that it ill be considered as a compromise agreement. 11. ver the ob$ections of Silver 'ilms, *nc., the trial court rendered $udgment on the Civil Case 9o. )++1# approving the compromise agreement and directing the producer to pay. Court of %ppeals in its =ecision dated +3 ;une #++3 affirmed the trial court>s $udgment and made the folloing rulings:
F+rs3. Since there as consent of all parties, there as an %mendment
or Compromise %greement
to the contract signed by Simon and
Silver
'ilms> representative to hich amendment @arcia through his anifestation e&pressed his conformity.
Se/o4.
The compromise agreement as perfected and is binding on the
parties and may not later be disoned simply because of a change of mind of Silver 'ilms and4or Simon by claiming, in their pposition4!eply to @arcia>s anifestation, that after the #+++ 9ational 'ilm 'estival fiasco in hich @arcia as involved, the relationship beteen the parties had become bitter to render compliance ith the terms and conditions of the amendment no longer possible and conse(uently release @arcia from the #+++ and #++# contracts.
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1#. Silver 'ilms, *nc. implores the Court to rectify the above rulings for not only do they contravene the la, they are also irrational and un$ust.
THE FACTS AN T HE CASE
1). renda Simon and 2oren/o @arcia filed ith the loer court a Complaint dated #6 ay #++) hich sought the rescission of the #++# %greement entered into ith petitioner Silver 'ilms, *nc. 1". Dhile the case as pending, a renegotiation beteen @arcia, represented by Simon, and Silver 'ilms, *nc. too8 place hich resulted in an amendment dated 16 ;une #++) that superseded all terms and conditions embodied in their previous contracts. 13. Silver 'ilms, *nc. and Simon separately filed otions to =ismiss on the ground that the dispute involving the parties had already been settled through said %mendment. 1<. @arcia opposed the otions to =ismiss, alleging that he did not authori/e Simon to represent him in the renegotiation of the agreements. 16. Subse(uently, @arcia, in a anifestation dated +) ;uly #++", e&pressed his illingness to honor the terms and conditions of the %mend ment dated 16 ;une #++) on the supposition that it shall be considered a Compromise %greement. 1?. Silver 'ilms, *nc. and Simon opposed @arcia>s proposal to treat the said %mendment as a Compromise %greement. *nstead, Silver 'ilms, *nc. suggested that the terms and conditions to the %greement reached by the parties during the preliminary conference held on #) ;une #++" be adhered to, i.e., Silver 'ilms, *nc. shall release @arcia from his contractual commitments. 1A. The trial court in the case doc8eted as Civil Case 9o. )++1#, rendered an order dated #" ctober #++", treating the %ddendum to the #+++ and #++# Contracts dated 16 ;une #++) as a Compromise %greement and denying all pending motions, including the otions to =ismiss separately filed by Silver 'ilms and Simon. #+. Silver 'ilms, *nc. filed a otion for !econsideration of the order dated #" ctober #++". The loer court, hoever, rendered an rder dated +< arch #++3 hich denied the otion for !econsideration filed by Silver 'ilms, *nc. and ruled in favor of @arcia, stating that:
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E% compromise agreement as entered into by the parties through the %mendment dated 16 ;une #++). &&&F. #1. Silver 'ilms, *nc. appealed the decision to the Court of %ppeals and the case as doc8eted as C%-@.!. C 9o. 3")?A. Silver 'ilms, *nc. filed its appellant>s brief. *n response, @arcia filed his appellee>s brief. ##. n +3 ;une #++3 the Court of %ppeals affirmed the decision of the trial court, hence, this petition.
5UESTIO NS OF LA*
Petitioner Silver 'ilms *nc. presents the folloing (uestions of la:
1. DHTH! ! 9T TH %==9=G SG*TT= S*2! '*2S, *9C. T S! %S %S*S '! *TS T*9 T =*S*SS C%9 GS= *9 !9=!*9@ ;G=@9T 9 % CP!*S %@!9T.
#. DHTH! ! 9T TH! *S % %S*S *9 '%CT %9= *9 2%D '! % CP!*S %@!9T TH! *9@ 9 SGCH %@!9T TD9 TH P%!T*S.
). DHTH! ! 9T TH! H%S 9 T*9@ ' TH *9=S TD9 TH P%!T*S TH%T 2%T= TH P!*GS2 !;CT= %==9=G T TH 22 ' % ;G=@9T 9 % CP!*S.
REASONS FOR ALLO*ING THE PETITION
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I. RENERING A 6UGMENT ON COMPROMISE BASE ON THE AENUM SUBMITTE TO MEREL7 SERVE AS A BASIS FOR MOTION TO ISMISS IS UNTENABLE.
*f the motion to dismiss filed by Silver 'ilms, *nc. has been denied, then the basis thereof B addendum dated 16 ;une #++), cannot be used as the basis for $udgment on compromise. *n fact, the !TC stated in its #" ctober #++" rder that it agrees ith Silver 'ilms, *nc. that indeed no formal compromise agreement as submitted by the parties for the approval of the court. Hoever, it as urged to believe that there as a settlement of dispute beteen the parties in vie of the %mendment dated 16 ;une #++) hich in fact as us ed as a basis for as8ing the dismissal of the complaint.
The loer Court erred in denying the motion to dismiss filed pursuant to the %mendment and in treating the re$ected %mendment as the Compromise %greement itself. The denial of the motion to dismiss amounts to a re$ection of the %mendment, hence, this indisputable circumstance bars the trial court from treating the re$ected %mendment as the Compromise %greement.
II. RENERING 6UGMENT ON A COMPROMISE AGREEMENT *HEN THE PARTIES I NOT AGREE IS ERRONEOUS.
The Court of %ppeals affirmed the ruling of the trial court hich ruled that the agreement entered into by Silver 'ilms and renda Simon, and later on ratified by @arcia is a compromise agreement. This is despite the facts that Simon and Silver 'ilms did not treat it to be a compromise, and that defendant initially disapproved such agreement for being grossly disadvantageous to him, and that he did not give his manager the consent to represent him in such agreement. *n its +< arch #++" rder, the trial court held that:
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E% compromise agreement as entered into by parties through the %mendment dated 16 ;une #++). % perusal of the %mendment dated 16 ;une #++) shos that it as duly signed by plaintiff Simon as agent of plaintiff @arcia and defendant Silver 'ilms, *nc. and their respective counsel. Though the terms thereof are disadvantageous to him, plaintiff @arcia ratified the same. Thus, for all intents and purposes, the sub$ect amendment has all the attributes of a compromise agreement though not denominated as such.F
% compromise agreement is a contract hereby the parties, by ma8ing reciprocal concessions, avoid litigation or put an end to one already commenced. %s a contract, a compromise agreement must have the folloing indispensable elements: 5a7 consentI 5b7 b$ect certain hich is the sub$ect matter of the contractI %nd 5c7 cause of the obligation hich is established. Civil Code of the Philippines, %rt. 1)1?.
There are to 8inds of compromise agreements, the $udicial, hich puts an end to a pending litigation, and the e&tra$udicial, hich is to avoid litigation. %s a contract, a compromise agreement is perfected by mutual consent. % $udicial compromise, hoever, hile binding beteen the parties upon its e&ecution, is not e&ecutory until it is approved by the court and reduced to a $udgment.
'rom the collection of facts, both parties e&ecuted an agreement dated 16 ;une #++) hich as to operate as an addendum to the #+++ and #++# contracts beteen them. The agreement as signed by a representative of Silver 'ilms, *nc. and by Simon purportedly acting for and in behalf of respondent @arcia. This addendum as re$ected by @arcia and this re$ection terminated the offer.
*n relation to this addendum prior to the re$ection of @arcia, a preliminary conference as held by the trial court but failed to produce settlement beteen the parties, hich simply shos that there is no agreement to begin ith. Thus, hen respondent later filed his anifestation on +) ;uly #++" stating that he as, in the end, illing to honor the addendum provided that it be considered as a compromise agreement, there as nothing to still accept. Page 7 of 12
ven assuming that an e&tra$udicial compromise agreement e&isted, Silver 'ilms, *nc. has not given consent to such. r even assuming that a $udicial compromise e&isted, the approval of the court ould be untenable because it did not become binding beteen the parties upon its e&ecution, because it as not amenable to Silver 'ilms. This ma8es the decision of the courts erroneous in rendering @arcia>s offer as a valid compromise agreement.
The intent of Silver 'ilms, *nc. to disregard all the previous agreements B including the addendum hich as not even settled in court, is clearly shon in the ne #) ;une #++" contract it entered ith Simon, hich see8s to release @arcia from all his contractual commitments. Conclusively, the parties indeed did not agree to such compromise agreement.
III. RENERING A 6UGMENT THAT THERE HAS BEEN MEETING OF THE MINS BET*EEN THE PARTIES THAT ELEVATE THE PREVIOUSL7 RE6ECTE AENUM TO THE LEVEL OF A 6UGMENT ON A COMPROMISE AGREEMENT IS ERRONEOUS.
The Court of %ppeals rendered $udgment on a compromise hen such compromise has not been perfected by the acceptance of all the parties. *t ruled that:
J*n the instant case, there as an %mendment to the contract signed by Simon and Silver 'ilmsK representative to hich addendum @arcia through his anifestation e&pressed his conformity. There as, therefore, consent of all the parties.F
Consent is defined as the concurrence of the ills of the contracting parties ith respect to the ob$ect and the cause hich shall constitute the contract. *t is the meeting of the minds beteen all the parties regarding the contract. *t as stated on the facts of the case that said 16 ;une #++) agreement entered by Silver 'ilms and renda Simon as to be treated as an amendment to the prior #+++ and #++# contracts. Page 8 of 12
Hoever, such agreement as not settled in court hich means that no agreement e&isted. %lso, it as never meant and agreed by them to be a compromise agreement. *n the first place, respondent @arcia did not approve such agreement and he communicated his disapproval about it. Therefore, there as no concurrence of the ills or meeting of the minds of all the parties concerned on the assailed agreement and conse(uently, no compromise agreement can be e&ecuted.
Consent is manifested by the meeting of the offer and the acceptance upon the thing and the cause hich are to constitute the contract.
The offer must be certain and the acceptance
absolute. % (ualified acceptance constitutes a counter-offer.
The condition that @arcia ill ratify the agreement provided that it should be considered as a compromise agreement constitutes a counter offer. eaning, the original offer ceased to e&ist, and the ne (ualified offer in the part of @arcia ill only constitute a valid agreement if accepted by Silver 'ilms, *nc. *t is undisputed that Silver 'ilms did not consent to such offer ma8ing the counter offer as good as null, and must be e(ually treated as that of the re$ected addendum.
De can therefore arrive that the addendum is ine&istent so is the compromise agreement that is invo8ed by @arcia. Hence, the court erred in treating the proposed addendum as a compromise agreement that ill enable @arcia to maintain his uphold contract.
@arcia>s contention that he did not give his manager the consent to represent him in the 16 ;une #++) agreement ould ma8e the addendum unenforceable. Conse(uently, it ould ma8e the compromise agreement unenforceable as ell.
ven honoring the anifestation of @arcia ill not support the erroneous ruling, because of the absence of his consent in the addendum hich is the basis of the compromise agreement he see8s to uphold. *t is a rule that consent could be given not only by the party himself but by
Page 9 of 12
anyone duly authori/ed and acting for and in his behalf. Hoever, by @arcia>s on admission, the addendum as entered into ithout his 8noledge and consent.
Provisions of the Civil Code hich govern defective contracts provide that a contract entered into in the name of another by one ho ostensibly might have but ho, in reality, had no real authority or legal representation, or ho, having such authority, acted beyond his poers, ould be unenforceable. Gnenforceable contracts are susceptible of ratificationI hoever it should have been made before its revocation by the other contracting party. Silver 'ilms, *nc. revo8ed the addendum thereby invalidating @arcia>s ratification, hen the producer e&pressed its illingness to release respondent from all his contractual agreements during the preliminary conference held on #) ;une #++).
PRA7ER
DH!'!, premises considered, it is most respectfully prayed that the !TC rder dated #" ctober, #++" and the C% =ecision dated 3 ;une #++3 appealed from be reversed and set aside and the case be =*S*SS=. Petitioner prays for cost of the suit and for other reliefs as may be deemed $ust or e(uitable.
Taguig City for anila, arch )+, #+1<
%9=!S !*L%2 Counsel for Petitioner "+) c0inley illage, Taguig City PT! 9o. #1"3) *P 9o. +#<+# !oll 9o. +1+)" C2 Compliance 9o. 1<-++#13<) mail: an d resri / al M g mail. com Tel and 'a&
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Copy furnished by registered mail due to distance and lac8 of material time and personnel at the time of service.
ayer 2affices %tty. 0aty ayer A4' ictory 1 Condominium, "3#+ 0ala St. anila
!egional TrialCourt !TC 1+6 anila
Court of %ppeals anila
%ndres !i/al
VERIFICATION AN CERTIFICATION
*, %tty ;essica Pearson, of legal age and ith office address at ridgestone ldg, !o&as oulevard, anila, after having sorn in accordance ith la, depose and state that:
1.
* am the @eneral Counsel and Corporate Secretary of Silver 'ilms, duly empoered to
cause the filing of this petition on its behalf under a board resolution, copy here attachedI
#.
* have read the foregoing petition and the facts stated in it are true based on the
authentic record of the caseI
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). * have not theretofore commenced any action or filed any claim involving the same issues in any court, tribunal, or (uasi-$udicial agencyI ". To the best of my 8noledge, no such action or claim is pending thereinI and 3. *f * should thereafter learn that the same or a similar action or claim has been filed or pending, * shall report that fact ithin 537 days therefrom to this Court.
;SS*C% P%!S9
SUBSCRIBE AN S*ORN to before me this )+th day of arch #+1< in ue/on City.
%ffiant e&hibited to me his 2T =river>s 2icense 9o. 91+-?<-#3)6A?, e&piring on ;anu ary 1, #+#+.
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