Vasquez v Ayala Corporation
GR No. 149734
Tinga, J.:
FACTS:
On April 23, 1981, spouses Vasquez entered into a MOA with Ayala Corp. with Ayala buying from the Vazquez spouses all of the latter's shares of stock in Conduit Development, Inc. The main asset was a property in Ayala Alabang which was then being developed by Conduit under a development plan where the land was divided into Villages 1, 2 and 3. The development was then being undertaken by G.P. Construction and Development Corp. Under the MOA, Ayala was to develop the entire property, less what was defined as the "Retained Area". This "Retained Area" was to be retained by the Vazquez spouses. The area to be developed by Ayala was called the "Remaining Area". In this "Remaining Area" were 4 lots adjacent to the "Retained Area" and Ayala agreed to offer these lots for sale to the spouses at the prevailing price at the time of purchase. After the execution of the MOA, Ayala caused the suspension of work on Village 1 of the project. Ayala then received a letter from Lancer General Builder Corp. in which the latter was claiming a certain amount as subcontractor. G.P. Construction not being able to reach an amicable settlement with Lancer, Lancer sued G.P. Construction, Conduit and Ayala in the court. G.P. Construction and Lancer both tried to enjoin Ayala from undertaking the development of the property. The suit was terminated only on 1987. Taking the position that Ayala was obligated to sell the 4 lots adjacent to the "Retained Area" within 3 years from the date of the MOA, the Vasquez spouses sent several "reminder" letters of the approaching so-called deadline. However, no demand after 1984, was ever made by the Vasquez spouses for Ayala to sell the 4 lots. On the contrary, one of the letters signed by their authorized agent categorically stated that they expected development of Phase 1 to be completed 3 years from the settlement of the legal problems with the previous contractor. By early 1990, Ayala finished the development of the vicinity. The 4 lots were then offered to be sold to the Vasquez spouses at the prevailing price in 1990. This was rejected by the Vasquez spouses who wanted to pay at 1984 prices, thereby leading to the suit below.
ISSUE:
Whether or not respondent incurred default or delay in the fulfillment of its obligation.
HELD:
No. In order that the debtor may be in default it is necessary that the following requisites be present: (1) that the obligation be demandable and already liquidated; (2) that the debtor delays performance; and (3) that the creditor requires the performance judicially or extrajudicially. Under Article 1193 of the Civil Code, obligations for whose fulfillment a day certain has been fixed shall be demandable only when that day comes. However, no such day certain was fixed in the MOA. Petitioners, therefore, cannot demand performance after the 3 year period fixed by the MOA for the development of the first phase of the property since this is not the same period contemplated for the development of the subject lots. Since the MOA does not specify a period for the development of the subject lots, petitioners should have petitioned the court to fix the period in accordance with Article 1197 of the Civil Code. As no such action was filed by petitioners, their complaint for specific performance was premature, the obligation not being demandable at that point. Accordingly, Ayala Corp. cannot likewise be said to have delayed performance of the obligation. Even assuming that the MOA imposes an obligation on Ayala Corp. to develop the subject lots, within 3 years from date thereof, Ayala Corp. could still not be held to have been in delay since no demand was made by petitioners for the performance of its obligation. Moreover, the letters were mere reminders and not categorical demands to perform. These letters were sent before the obligation could become legally demandable. More importantly, petitioners waived the 3 year period as evidenced by their agent's letter to the effect that petitioners agreed that the 3 year period should be counted from the termination of the case filed by Lancer.
