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201931
Dona Adela Export International Inc. vs. Tidcorp & BPI
February 11, 2015
Villarama
Waiver of Rights
Doctrine:
It is basic in law that a compromise agreement, as a contract, is
binding only upon the parties to the compromise, and not upon nonparties. This is the doctrine of relativity of contracts. The rule is
based on Article 1311 of the Civil Code, which provides that
"contracts take effect only between the parties, their assigns and
heirs.
Facts:
Petitioner Doa Adela Export International, Inc., filed a Petition for
Voluntary Insolvency. The case was docketed and raffled off to the
RTC of Mandaluyong City, Branch 211. The RTC, after finding the
petition sufficient in form and substance, issued an order declaring
petitioner as insolvent and staying all civil proceedings against
petitioner.
Thereafter, Atty. Gonzales was appointed as receiver. After taking
her oath, Atty. Gonzales proceeded to make the necessary report,
engaged appraisers and required the creditors to submit proof of
their respective claims. Atty. Gonzales filed a Motion for Parties to
Enter Into Compromise Agreement incorporating therein her
proposed terms of compromise.
Petitioner through its President Epifanio C. Ramos, Jr., and
Technology Resource Center (TRC) entered into a Dacion En Pago by
Compromise Agreement wherein petitioner agreed to transfer a
parcel of land with existing improvements situated in the Barrio of
Hulo, Mandaluyong City, in favor of TRC in full payment of
petitioners obligation. The agreement bears the conformity of Atty.
Gonzales as receiver. TRC filed on May 26, 2011 a Compliance,
Manifestation and Motion to Approve Dacion En Pago by
Compromise Agreement.
The creditors TIDCORP and BPI also filed a Joint Motion to Approve
Agreement which contained some terms and conditions for their
benefit. The RTC rendered the assailed Decision approving the
Dacion En Pago by Compromise Agreement and the Joint Motion to
Approve Agreement.
Petitioner filed a motion for partial reconsideration and claimed that
TIDCORP and BPIs agreement imposes on it several obligations
such as payment of expenses and taxes and waiver of