G.R. NO. 154156 - JMA HOUSE INCORPORATED, VS. STA. MONICA INDUSTRIAL AND DEVELOPMENT CORPORATION AND A. GUERRERO DEVELOPMENT CORPORATION.D E C I S I O N - Supreme Court E-Library

Ruling

WHEREFORE, it is most respectfully prayed of this Honorable Court that judgment be rendered in favor of the plaintiff ordering: 1) Defendants Sta. Monica and AGCOR to respect and acknowledge the right of JMA to repurchase and consequently own and possess the property free from liens and all encumbrances; 2) Defendants to solidarily pay the plaintiff the accrued rentals of P 2,362,500.00 as of October 1991, with an additional P 52,500.00 every month thereafter until defendant AGCOR ceases to collect the mentioned rentals from the tenants of the premises; 3) Ordering defendants to pay exemplary damages in the amount of P 100,000.00, nominal damages in the amount of P 100,000.00, attorney's fees in the sum of P 200,000.00 and the costs of suit; Just and equitable reliefs are, likewise, prayed for under the premises. [25] For its part, Sta. Monica alleged in its Answer to the complaint the following special and affirmative defenses: (1) JMA has no cause of action against it; (2) the complaint is unfounded and malicious; (3) it acted in good faith; (4) the supposed "Option to Buy" is not supported by valuable consideration and, therefore, is unenforceable; (5) assuming arguendo that there was an extension to exercise the said "Option to Buy," it was not in writing, without consideration and, therefore, unenforceable; (6) the amount/s which JMA had given to it had been offset by the value of the property and the resulting damages sustained by it (Sta. Monica). Defendant claimed P 1,000,000.00, P 500,000.00, P200,000.00 and P 100,000.00 compulsory counterclaim representing actual, moral and exemplary damages, including attorney's fees and the litigation expenses, respectively. Defendant AGCOR alleged in its Answer with Cross-claim and Counterclaims that the physical possession of the subject property was voluntarily surrendered by Sta. Monica to it upon execution of the Deed of Absolute Sale. It came to know of the alleged "Option to Buy" only on September 30, 1988 when Trinidad made an offer to repurchase the subject property with an initial downpayment of P 3,000,000.00, the balance to be paid on the following day. However, Trinidad never showed up or called as promised. As special and affirmative defenses, it claimed that there was no cause of action against it, since even assuming that an option to buy was duly executed, it was not a party thereto. It pointed out that the option was not registered nor annotated in the title with the Register of Deeds for the purpose of giving notice to the whole world; JMA was estopped from claiming that its contract [26] with Sta. Monica was a sale with right to repurchase, considering that there was no pre-existing condition or limitation whatsoever to serve as notice to third persons dealing with the said property; it was a purchaser in good faith without knowledge of any agreement between JMA and Sta. Monica or any fact that would vitiate consent in the acquisition of the property; it acquired legal title thru s