Titan Construction Corp. vs Uni-Field Enterprises, Inc.

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Titan Construction Corp. vs Uni-Field Enterprises, Inc.
G.R. No. 153874
March 1, 2007

Facts:

Petitioner Titan Construction Corporation (petitioner) is engaged in the construction business, while respondent Uni-Field Enterprises, Inc. (respondent) is engaged in the business of selling various construction materials.

From 1990 to 1993, petitioner purchased on credit various construction supplies and materials from respondent. Petitioner’s purchases amounted to P7,620,433.12 but petitioner was only able to pay P6,215,795.70, leaving a balance of P1,404,637.42. On 19 October 1994, respondent sent a demand letter to petitioner. But the balance remained unpaid.

On 26 June 1995, respondent filed with the trial court a complaint for collection of sum of money with damages against petitioner.

In its Answer dated 18 August 1995, petitioner admitted the purchases but disputed the amount claimed by respondent. Petitioner also interposed a counterclaim and sought to recover P204,527.99 from respondent based on damaged vinyl tiles, non-delivery of materials, and advances for utility expenses, dues, and insurance premiums on the condominium unit turned over by petitioner to respondent.

On 9 September 1997, the trial court rendered judgment in favor of respondent, based on the following grounds: 1) The principal amount of P1,404,114.00; 2) Interest Charges in the amount of P504,114.00 plus accrued interest charges at 24% per annum compounded yearly reckoned from July, 1995 up to the time of full payment; 3) Liquidated Damages in the amount of P324,147.94; 4) Attorney’s Fees equivalent to 25% of whatever amount is due and payable and accumulated appearance fees at P1,000.00 per hearing; and 5) Costs of suits.

Petitioner asks the Court to review the records of the case and re-examine the evidence presented before the trial court and the Court of Appeals.

As a rule, only questions of law may be appealed to the Court by petition for review. The Court is not a trier of facts, its jurisdiction being limited to errors of law. Moreover, factual findings of the trial court, particularly when affirmed by the Court of Appeals, are generally binding on this Court. In this case, the factual findings of the trial court and the Court of Appeals were based on substantial evidence which were not refuted with contrary proof by petitioner. We thus find no reason to disturb the factual findings of the trial court and the Court of Appeals.

Issues:

a) W/N the CA erred in finding legal basis for [awarding] liquidated damages, attorney’s fees and Interest in favor of respondent?

b) W/N the CA erred by overlooking certain facts or circumstances of weight and influence which if considered would alter the results of the case?

Held:

Petitioner insists that the trial court and the Court of Appeals had no legal basis to award interest, liquidated damages, and attorney’s fees because the delivery receipts and sales invoices, which served as the basis for the award, were not formally offered as evidence by respondent. Petitioner also alleges that the delivery receipts and sales invoices were in the nature of contracts of adhesion and petitioner had no option but to accept the conditions imposed by respondent.

On the allegation that the delivery receipts and sales invoices are in the nature of contracts of adhesion, the Court has repeatedly held that contracts of adhesion are as binding as ordinary contracts. Those who adhere to the contract are in reality free to reject it entirely and if they adhere, they give their consent. It is true that on some occasions the Court struck down such contract as void when the weaker party is imposed upon in dealing with the dominant party and is reduced to the alternative of accepting the contract or leaving it, completely deprived of the opportunity to bargain on equal footing.

Considering that petitioner and respondent have been doing business from 1990 to 1993 and that petitioner is not a small time construction company, petitioner is "presumed to have full knowledge and to have acted with due care or, at the very least, to have been aware of the terms and conditions of the contract.” The Court, therefore, upholds the validity of the contract between petitioner and respondent.

However, the Court will reduce the amount of attorney’s fees awarded by the trial court and the Court of Appeals. In this case, aside from the award of P324,147.94 as liquidated damages, the trial court and the Court of Appeals also ordered petitioner to pay respondent attorney’s fees "equivalent to 25% of whatever amount is due and payable."

Articles 1229 and 2227 of the Civil Code empower the courts to reduce the penalty if it is iniquitous or unconscionable. The determination of whether the penalty is iniquitous or unconscionable is addressed to the sound discretion of the court and depends on several factors such as the type, extent, and purpose of the penalty, the nature of the obligation, the mode of breach and its consequences.

The Court notes that respondent had more than adequately protected itself from a possible breach of contract because of the stipulations on the payment of interest, liquidated damages, and attorney’s fees. The Court finds the award of attorney’s fees "equivalent to 25% of whatever amount is due and payable" to be exorbitant because it includes (1) the principal of P1,404,114.00; (2) the interest charges of P504,114.00 plus accrued interest charges at 24% per annum compounded yearly reckoned from July 1995 up to the time of full payment; and (3) liquidated damages of P324,147.94. Moreover, the liquidated damages and the attorney’s fees serve the same purpose, that is, as penalty for breach of the contract. Therefore, we reduce the award of attorney’s fees to 25% of the principal obligation, or P351,028.50.

WHEREFORE, we AFFIRM the appealed Decision dated 7 January 2002 of the Court of Appeals in CA-G.R. CV No. 56816 with MODIFICATION as regards the award of attorney’s fees. Petitioner Titan Construction Corporation is ordered to pay respondent Uni-Field Enterprises, Inc. attorney’s fees of P351,028.50. SO ORDERED.