SSS vs.

Moonwalk Development and Housing Corporation FACTS: Plaintiff SSS approved the application of Defendant Moonwalk for a loan of P30,000,000 for the purpose of developing and constructing a housing project. Out of P30,000,000 Moonwalk. approved loan, the sum of P9,595,000 was released to defendant

A third Amendment Deed of Mortgage was executed for the payment of the amount of P9,595,000. Moonwalk made a total payment of P23,657,901.84 to SSS for the loan principal of P12,254,700. After settlement of the account, SSS issued to Moonwalk the release of Mortgage for Moonwalks Mortgaged properties. In letter to Moonwalk, SSS alleged that it committed an honest mistake in releasing defendant. That Moonwalk has still 12% penalty for failure to pay on time the amortization which is in the penal clause of the contract. Moonwalks counsel told SSS that it had completely paid its obligation to SSS and therefore there is no recovery of any penalty.

ISSUE: Is the penalty demandable even after the extinguishment of the principal obligation? HELD: No. There has been a waiver of the penal clause as it was not demanded before the full obligation was fully paid and extinguished. Default begins from the moment the creditor demands the performance of the obligation. In this case, although there were late amortizations there was no demand made by SSS for the payment of the penalty hence Moonwalk is not in delay in the payment of the penalty. No delay occurred and there was no occasion when the penalty became demandable and enforceable. Since there was no default in the performance of the main obligation-payment of the loan- SSS was never entitled to recover any penalty. If the demand for the payment of the penalty was made prior to the extinguishment of the obligation which are: 1. e principal obligation 2. The interest of 12% on the principal obligation 3. The penalty of 12% for late payment for after demand, Moonwalk would be in delay and therefore liable for the penalty.

AGCAOILI V GSIS 165 SCRA 484 (1988) FACTS: GSIS approved the application of appellee Agcaoili for the purchase of a house and lot in the GSIS Housing Project in Marikina. Said application was subject to the conditions that he should immediately occupy said house failure to comply would mean revocation of his award. Agcaoili lost no time in occupying the house but he could not stay in it because the house was uninhabitable (no ceiling, stairs, double walling, lighting facilities, water connection, bathroom, toilet, kitchen, drainage). Agcaoili, then, asked a homeless friend (a certain Villanueva) to stay in the premises as a watchman, pending the completion of the construction of the house. Subsequently, GSIS asked Agcaoili to pay monthly amortizations in the amount of P35.56 and other fees. Agcaoili paid the first monthly amortizations and incidental fees, but refused to make further payments until and unless GSIS completed the housing unit. Thereafter, GSIS cancelled the award and required Agcaoili to vacate the premise. The house and lot was consequently awarded to another applicant. Agcaoili, then, filed before the CFI an action for specific performance and damages. The CFI rendered in favor of Agcaoili. GSIS appealed said judgment. GSIS argument: 1. Said unit was sold in the condition and state of completion, Agcaoili is deemed to have accepted the same in the condition he found it when he accepted the reward 2. Perfection of the contract of sale between GSIS and Agcaoili was conditioned upon the latters immediate occupancy of the house. Since Agcaoili failed to comply with this condition, no contract was perfected between them 3. Agcaoilis act of placing Villanueva as watchman over the premises without prior or subsequent knowledge or consent of GSIS was a repudiation on the part of Agcaoili of the award and a deprivation of GSIS of reasonable rental value of the property ISSUE: W/N the cancellation by GSIS of the award in favor of Agcaoili just and proper HELD: NO.It was the duty of the GSIS, as seller, to deliver the thing sold in a condition suitable for its enjoyment by the buyer for the purpose contemplated. There would be no sense to require the awardee to immediately occupy and live in a shell of a house, structure consisting only of four walls with openings, and a roof. GSIS had an obligation to deliver to Agcaoili a reasonably habitable dwelling in return for his undertaking to pay the stipulated price. Since GSIS did not fulfill that obligation, and was not willing to put the house in habitable state, it cannot invoke Agcaoilis suspension of payment of amortizations as cause to cancel the contract between them. It is axiomatic that In reciprocal obligations, neither party incurs in delay if the other does not comply in a proper manner with what is incumbent upon him. The clause in the contract the Agcaoili is supposed to occupy said property presupposes that said property is inhabitable. Since GSIS did not fulfill that obligation, and was not willing to put the house in habitable state, it cannot invoke Agcaoilis suspension of payment of amortizations as cause to cancel the contract between them.

Likewise, GSIS cannot blame Agcaoili for the imprecision and vagueness of the contract since it was GSIS which caused the contract to come into being by its written acceptance of Agcaoilis offer to purchase. If there is any ambiguity in the said contract, it should be resolved against the one who prepared it (GSIS) contracts of adhesion.

SANTOS VENTURA HOCORMA FDN V SANTOS QUISUMBING; November 4, 2004

FACTS - Santos Ventura Hocorma Foundation Inc (SVHFI) and Ernesto Santos executed a Compromise Agreement on October 26, 1990. The agreement was judicially approved on September 30, 1991. The agreement stipulated that 1) SVHFI shall Santos P1.5 Million immediately upon the execution of the agreement, and the balance of P13 Million shall be paid within a period of not more than two years from the execution of the agreement; 2) Immediately upon the execution of the agreement Santos shall cause the dismissal with prejudice of Civil Cases and for the immediate lifting of the various notices of lis pendens on the real properties; provided, however, that in the event that defendant Foundation shall sell or dispose of any of the lands previously subject of lis pendens, the proceeds of any such sale shall be partially devoted to the payment of the Foundations obligations. - SVHFI sold two real properties, which were previously subjects of lis pendens. Discovering the disposition made by the SVHFI, Santos sent a letter to the petitioner demanding the payment of the remaining P13 million, which SVFHI ignored. Santos applied with the RTC for the issuance of a writ of execution of its compromise judgment. The RTC granted the writ. On November 22, 1994, petitioners real properties located in Mabalacat, Pampanga were auctioned.Santos filed a Complaint for Declaratory Relief and Damages alleging that there was delay on the part of petitioner in paying the balance of P13 million. TC dismissed petition. CA reversed and ordered SVHFI to pay legal interest on the principal amount of P13 million at the rate of 12% per annum from the date of demand on October 28, 1992 up to the date of actual payment of the whole obligation. ISSUE WON Santos is entitled to legal interest. HELD YES. - When the petitioner failed to pay its due obligation after the demand was made, it incurred delay. Interest as damages is generally allowed as a matter of right. Santos has been deprived of funds to which he is entitled by virtue of their compromise agreement. The goal of compensation requires that the complainant be compensated for the loss of use of those funds. This compensation is in the form of interest. - Article 1169 of the New Civil Code provides: Those obliged to deliver or to do something incur in delay from the time the obligee judicially or extra-judicially demands from them the fulfillment of their obligation. - In order for the debtor to 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 extra-judicially. - The compromise agreement as a consensual contract became binding between the parties upon its execution and not upon its court approval. From the time a compromise is validly entered into, it becomes the source of the rights and obligations of the parties thereto. The two-year period must be counted from October 26, 1990 (date of execution of the compromise agreement, not on the judicial approval on September 30, 1991). When Santos wrote a demand letter on October 28, 1992, the obligation was already due and demandable. Therefore 3 requisites present: 1) The obligation was already due and demandable after the lapse of the two-year period from the execution of the contract. The obligation is liquidated because the debtor knows precisely how much he is to pay and when he is to pay it. 2) Petitioner delayed in the performance. It was able to fully settle its outstanding balance only on February 8, 1995. 3) The demand letter sent to the petitioner was in accordance with an extra-judicial demand contemplated by law.