REPUBLIC OF THE PHILIPPINES

NATIONAL CAPITAL JUDICIAL REGION

REGIONAL TRIAL COURT
QUEZON CITY, BRANCH 226

ANTONIO B. REYES, ET AL.

Plaintiffs,

- versus - CIVIL CASE NO. 17-05821

For: Collection of Sum of
Money and Damages

CESAR B. LADRINGAN,
Defendant.
x ------------------------------------------ x

MOTION TO DISMISS
---------------------------------

Defendant CESAR B. LADRINGAN (hereinafter referred to as

“Defendant Cesar”), by counsel, most respectfully states:

PREFATORY STATEMENT

1. On 13 July 2017, Defendant Cesar received the Summons

issued by this Honorable Court requiring him to file his Answer to
the Complaint for Collection of Sum of Money and Damages
instituted by Plaintiffs Antonio B. Reyes and Alexis T. Reyes
(hereinafter referred to as “Plaintiff Antonio” and “Plaintiff Alexis”,
respectively, and collectively referred to as the “Plaintiffs”) within
fifteen (15) days from receipt thereof, or until 28 July 2017.
 2. However, upon examination of the allegations in and
evidence attached to the Complaint, Defendant Cesar deemed it
prudent and imperative to file the instant Motion to Dismiss on the
ground that a condition precedent for filing the claim has not been
complied with and that the Complaint states no cause of action.

II

GROUNDS

THE COMPLAINT SHOULD BE DISMISSED ON THE

GROUNDS:

THAT A CONDITION PRECEDENT FOR FILING THE

CLAIM HAS NOT BEEN COMPLIED WITH BY THE
PLAINTIFFS; AND

THAT THE COMPLAINT STATES NO CAUSE OF

ACTION.

III

DISCUSSION

A. THE COMPLAINT SHOULD BE

DISMISSED ON THE GROUND
THAT A CONDITION
PRECEDENT FOR FILING THE
CLAIM HAS NOT BEEN
COMPLIED WITH BY THE
PLAINTIFFS.
----------------------------------------------

3. Section 1, Rule 16 of the Rules of Court provides:

2
 “Section 1. Grounds. - Within the time for but before
filing the answer to the complaint or pleading asserting a
claim, a motion to dismiss may be made on any of the
following grounds:

(j) That a condition precedent for filing the

claim has not been complied with.”

4. Plaintiffs filed the instant Complaint against Defendant

Cesar based on the alleged failure of the latter to perform his
obligations stated in the Construction Agreement,1 Memorandum of
Agreement & Contractor’s Undertaking,2 and the Supplemental
Construction Agreement for the Third Floor of the Residential Building. 3

5. It bears to emphasize that the Construction Agreement,

which was executed between Plaintiff Alexis and Defendant Cesar,
contains a clause for dispute resolution. Article XV of the
Construction Agreements states:

“ARTICLE XV
DISPUTE RESOLUTION

Any dispute arising out of this AGREEMENT, the

PARTIES shall exhaust all efforts to settle amicably and
resolve the dispute within 10 Days from receipt of
Notice from the aggrieved party.

In the event of litigation, the parties hereto agree, that the

case will be filed with the proper courts of Quezon City.”

6. Thus, it is undeniable that Plaintiffs prematurely filed the

instant case because they failed to comply with the guidelines of
dispute resolution stated in the Construction Agreement.

7. Article XV of the Construction Agreement clearly states

that in case of dispute arising out of the Construction Agreement,
Plaintiff Alexis and Defendant Cesar shall exhaust all efforts to settle

1 See Annex A of the Complaint.

2 See Annex L of the Complaint.

3 See Annex M of the Complaint.

3
amicably and resolve the dispute within ten (10) days from receipt of
notice from the aggrieved party.

8. Plaintiffs, however, did not send to Defendant Cesar any

notice regarding efforts to settle their alleged dispute amicably.

9. In fact, paragraphs 22 to 26 of the Complaint would show

that Plaintiffs immediately filed the instant case after they allegedly
served a demand letter upon Defendant Cesar. Plaintiffs did not send
any notice to Defendant Cesar in order to exhaust efforts to settle
amicably and resolve their alleged dispute. Hence, the instant
Complaint is indisputably prematurely filed by the Plaintiffs.

10. It should be emphasized further that the Memorandum of

Agreement & Contractor’s Undertaking4 and the Supplemental
Construction Agreement for the Third Floor of the Residential Building5
were contracts executed by Defendant Cesar, Plaintiff Alexis and
Plaintiff Antonio as supplement to the Construction Agreement
because Plaintiff Alexis failed to perform his obligations. Thus,
Plaintiffs are bound by the provisions of the Construction
Agreement, including the dispute resolution clause.

11. In view of the failure of Plaintiffs to resort to dispute

resolution, the instant Complaint must necessarily be dismissed for
failure to comply with a condition precedent.

12. In UCPB General Insurance Company, Inc. vs. Hughes

Electronics Corporation,6 the Supreme Court ruled that a party failed to
comply with a condition precedent when it immediately filed a
complaint without complying with the dispute resolution clause of
the parties’ contract. The High Court enunciated:

“Reading closely, the first sentence of Section A of

Title XIII specifically leans towards out of court
settlement. It states that:

4 See Annex L of the Complaint.

5 See Annex M of the Complaint.

6 G.R. No. 190385, 16 November 2016.

4
 A. Negotiation

"The Parties shall attempt to resolve any

dispute, controversy or difference, which
may arise between them through good faith
negotiations. xxx." (Emphasis supplied)

Jurisprudence and statutory construction teach us

that the word "shall" connotes mandatory character; it
indicates a word of command, and one which has always
or which must be given a compulsory meaning, and it is
generally imperative or mandatory in nature.

On the other hand, "good faith" is defined as an

intangible and abstract quality with no technical meaning
or statutory definition, and it encompasses, among other
things, an honest belief, the absence of malice and the
absence of design to defraud or to seek an unconscionable
advantage. It implies honesty of intention, and freedom
from knowledge of circumstances which ought to put the
holder upon inquiry. Furthermore, the essence of good
faith lies in an honest belief in the validity of one's right,
Ignorance of a superior claim and absence of intention to
overreach another.

Applying the above parameters, we find that

Hughes Electronics failed to exercise good faith in
resolving its dispute and differences with OVC over the
latter's complaint for wrongful installation of the
contracted system and its subsequent failure to comply
with the schedule of payment. Instead, what Hughes
Electronics did was to go against UCPB Insurance and
demand from the insurance company the remaining
monetary obligation instead of exercising good faith
negotiation with OVC. Upon unfavorable response to its
demand letters, Hughes Electronics immediately filed a
court action against UCPB Insurance demanding
payment. Hughes Electronics, following the letter of the
contract, should have made efforts to settle the dispute
with OVC amicably instead of directly resorting to a
judicial action.

xxx

5
 To emphasize, in a contract containing a condition
precedent, no right or action is given or acquired until
such condition is complied with; before the compliance
with the condition is accomplished there exists nothing
but hope of acquiring such right xxx.”

13. In the above-quoted Supreme Court decision, therein

complainant immediately filed a court action against the defendant
without even complying with the clause in their contract, which
reads: “The Parties shall attempt to resolve any dispute, controversy or
difference, which may arise between them through good faith negotiations.”
Thus, the Supreme Court held that therein complainant, following
the letter of the contract, should have made efforts to settle the
dispute amicably instead of directly resorting to a judicial action.
Moreover, the High Court stressed that “in a contract containing a
condition precedent, no right or action is given or acquired until such
condition is complied with.”7 Hence, Plaintiffs have no right to claim
any amount against Defendant Cesar because the condition
precedent of dispute resolution has not yet been complied with.

14. Settled is the rule that “all valid conditions precedent to

the institution of the particular action, whether prescribed by statute,
fixed by agreement of the parties or implied by law, must be
performed or complied with before commencing the action xxx.”8

15. Guided therefore by the foregoing Supreme Court

decisions, the instant Complaint should be dismissed for failure of
the Plaintiffs to comply with a condition precedent.

B. THE COMPLAINT SHOULD BE

DISMISSED ON THE GROUND
THAT THE COMPLAINT
STATES NO CAUSE OF ACTION.
------------------------------------------------

16. Section 1, Rule 16 of the Rules of Court likewise provides

that a “motion to dismiss may be made on the ground that the
pleading asserting the claim states no cause of action.”

7 Ibid.

8 Philippine American General Insurance Co., Inc. vs. Sweet Lines, Inc., G.R. No. 87434, 05
August 1992.

6
 17. In Macaslang vs. Zamora,9 the Supreme Court stated that
“a complaint states a cause of action if it avers the existence of the
three (3) essential elements of a cause of action, namely:

(a) The legal right of the plaintiff;

(b) The correlative obligation of the defendant; and

(c) The act or omission of the defendant in violation of

said legal right.”

18. Moreover, in the case of University of Santo Tomas vs.

Sanchez, 10 the Supreme Court held that “a complaint is said to assert
a sufficient cause of action if, admitting what appears solely on its
face to be correct, the plaintiff would be entitled to the relief prayed
for.”

19. In the instant case, however, a cursory reading of the

Complaint reveals that the Plaintiffs failed to assert a sufficient cause
of action because they failed to state any legal right that was
allegedly violated by Defendant Cesar.

20. In the Complaint, Plaintiffs pray for payment of Seven

Hundred Sixty-Five Thousand Four Hundred Twelve Pesos and Two
Centavos (Php765,412.02) as actual damages, which are broken down
as follows:

a. Five Hundred Eighty-Four Thousand Nine Hundred

Forty Pesos and Forty-Eight Centavos
(Php584,940.48) for the cost of the expansion of the
house; and

b. One Hundred Eighty Thousand Four Hundred

Seventy-One Pesos and Fifty-Four Centavos
(Php180,471.54) for the additional work items. 11

9 G.R. No. 156375, 30 May 2011.

10 G.R. No. 165569, 29 July 2010.

11 See paragraph 22 of the Complaint.

7
 21. It must be noted, however, that Plaintiffs do not explicitly
state in the Complaint their legal right over the aforesaid amount.

22. In fact, paragraphs 1 to 21 of the Complaint do not

mention the existence of the amounts of Five Hundred Eighty-Four
Thousand Nine Hundred Forty Pesos and Forty-Eight Centavos
(Php584,940.48) and One Hundred Eighty Thousand Four Hundred
Seventy-One Pesos and Fifty-Four Centavos (Php180,471.54). It was
only in paragraph 22 that the said amounts were mentioned in
relation to the alleged service of two (2) demand letters upon
Defendant Cesar.

23. Thus, what appears on the face of the instant Complaint

is a mere claim of the amount of actual damages without a statement
of the legal right of Plaintiffs thereto.

24. There was no statement where the aforesaid amounts

came from and how Defendant Cesar became liable therefor.
Plaintiffs did not even state in the Complaint any proof that
Defendant Cesar is obligated to pay them such amount of money.

25. Verily, a mere statement that Plaintiffs are entitled to the

amount of Seven Hundred Sixty-Five Thousand Four Hundred
Twelve Pesos and Two Centavos (Php765,412.02) will not suffice in
order for the instant case to prosper. There must be an allegation in
the Complaint showing the right of the Plaintiffs over the said
amount.

26. Undoubtedly, the narration of facts in the Complaint is

incomplete. The Complaint is deficient because the allegations do not
completely state the existence of the essential elements of a valid
cause of action.

27. Considering therefore that Plaintiffs failed to state any

legal right in the Complaint, it necessarily follows that Defendant
Cesar has no correlative obligation to perform.

28. Thus, the instant Complaint must necessarily fail for

failure to state a cause of action.

8
 29. Significantly, the case of Barretto vs. The Municipal Board of
Manila12 is instructive when the Supreme Court mentioned that: “In
contracts containing a condition precedent, no right or action is
given or acquired until such condition is complied with; before the
compliance with the condition is accomplished there exists nothing
but the hope of acquiring such right.” This long standing doctrine is
even reiterated by the High Court in the above-discussed ruling in
UCPB General Insurance Company, Inc. vs. Hughes Electronics
Corporation.13

30. Considering therefore that the Plaintiffs failed to comply

with the condition precedent, i.e., exert efforts for dispute resolution,
they have not acquired any right to institute the instant case. Prior to
the Plaintiffs’ compliance of the condition precedent, they only have
the hope of acquiring a right.

31. Having said the foregoing, the instant Complaint for

Collection of Sum of Money and Damages should be dismissed
because the Plaintiffs failed to comply with a condition precedent
before filing the case and because the Complaint states no cause of
action.

PRAYER

WHEREFORE, premises considered, it is most respectfully

prayed of this Honorable Court that the instant COMPLAINT be
DISMISSED on the ground that a condition precedent for filing the
claim has not been complied with and that the Complaint states no
cause of action.

Other just and equitable reliefs are likewise prayed for.

Pasig City for Quezon City, 26 July 2017.

12 G.R. No. 3148, 05 March 1907.

13 Supra, note 6.

9
 SEDALAW
DEFENSOR ENRILE & DE MATA
Counsel for Defendant
Suite 1107 Tektite East Tower
Philippine Stock Exchange Center
Exchange Road, Ortigas Center, Pasig City

By:

ARCHIVALD F. DE MATA
IBP Life Roll No. 08003
PTR No. 2571462; January 10, 2017; Pasig City
Roll No. 50610, Roll of Attorneys
MCLE Compliance No. V-0013928(February 12, 2016)
Tel. No.687-1595/687-7263/Fax No.687-1596
e-mail.:archie.demata@sedalaw.com

10