Nature of The Petition
Nature of The Petition
Nature of The Petition
SUPREME COURT
MANILA
RTC Manila B-107
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THE PARTIES
3. Petitioner Silver Films, Inc. (respondent in the court a quo) is a film producer engaged
in the business of employing actors and actresses for the motion pictures they produce,
and holds office in Kamuning Rd., Quezon City, represented in this case by his counsel
of records, Atty. Andres Rizal, with office address at 403 McKinley Village, Taguig City.
4. Private respondent Lorenzo Garcia (petitioner in the court a quo) is an actor, of legal
age, with postal address at No. 44 Maginhawa St., Quezon City, represented in this
case by the Mayer Law Offices, c/o Atty. Katy Mayer, with office address at unit 9/F
Victory 1 Condominium, 4520 Kalaw St., Manila.
5. Parties have the capacity to sue and be sued and may be served with processes at
aforementioned addresses and through counsels of records.
MATERIAL DATES
6. This originated as a case from the Regional Trial Court (RTC Branch 107, Manila)
docketed as Civil Case No. 30012, from which the judge rendered an Order on 24
October 2004 approving the 17 June 2003 amendment entered by the parties as a
Compromise Agreement.
7. Petitioner filed its Motion to Dismiss on the ground that the dispute between the
parties had already been settled and amicably resolved as per amendment to the 2000
and 2002 Contract dated 17 June 2003. RTC noted that notwithstanding that the
Amendment dated 17 June 2003 was the basis of petitioner Silver Films, Inc.’s Motion
to Dismiss, it resolved to render a compromise judgment in favor of respondent Garcia.
8. The RTC, for the resolution of motions filed by petitioner Silver Films, Inc. rendered
on its 06 March 2005 Order a judgment terminating the proceedings of the case and
denying the Motion for Reconsideration and Motion to Defer Filing of Answer for having
become moot and academic, while upholding the compromise judgment on its 24
October 2004 Order.
9. On 05 June 2005 (on the case docketed as CA-G.R. No. 54389), the Court of
Appeals affirmed the 24 October 2004 Order of the RTC which ruled that the
amendment dated 17 June 2003 between Brenda Simon and petitioner Silver Films,
Inc. was a compromise agreement, and was ratified when respondent Garcia expressed
his conformity through his 03 July 2004 Manifestation.
One. Since there was consent of all parties, there was an Amendment or Compromise
Agreement to the contract signed by Simon and Silver Films’ representative to which amendment
Garcia through his Manifestation expressed his conformity.
Two. The compromise agreement was perfected and is binding on the parties and may not later
be disowned simply because of a change of mind of Silver Films and/or Simon by claiming, in
their Opposition/Reply to Garcia’s Manifestation, that after the 2000 National Film Festival fiasco
in which Garcia was involved, the relationship between the parties had become bitter to render
compliance with the terms and conditions of the amendment no longer possible and consequently
release Garcia from the 2000 and 2002 contracts. (At page 4)
13. Silver Films, Inc. implores the Court to rectify the above rulings for not only do they
contravene the law, they are also irrational and unjust.
22. Silver Films, Inc. appealed the decision to the Court of Appeals and the case was
docketed as CA-G.R. CV No. 54389. Silver Films, Inc. filed its appellant’s brief. In
response, Garcia filed his appellee’s brief.
23. On 05 June 2005 the Court of Appeals affirmed the decision of the trial court, hence,
this petition.
QUESTIONS OF LAW
Petitioner Silver Films Inc. presents the following questions of law:
1. WHETHER OR NOT THE ADDENDUM SUBMITTED BY SILVER FILMS, INC. TO
MERELY SERVE AS BASIS FOR ITS MOTION TO DISMISS CAN BE USED IN
RENDERING JUDGMENT ON A COMPROMISE AGREEMENT.
2. WHETHER OR NOT THERE IS A BASIS IN FACT AND IN LAW FOR A
COMPROMISE AGREEMENT THERE BEING NO SUCH AGREEMENT BETWEEN
THE PARTIES.
3. WHETHER OR NOT THERE HAS BEEN MEETING OF THE MINDS BETWEEN
THE PARTIES THAT ELEVATED THE PREVIOUSLY REJECTED ADDENDUM TO
THE LEVEL OF A JUDGMENT ON A COMPROMISE.
Consent is defined as the concurrence of the wills of the contracting parties with respect
to the object and the cause which shall constitute the contract. It is the meeting of the
minds between all the parties regarding the contract. 4
It stated the facts of the case that said the 17 June 2003 agreement entered by Silver
Films and Brenda Simon was to be treated as an amendment to the prior 2000 and
2002 contracts. However, such an agreement was not settled in court which means that
no agreement existed. Also, it was never meant and agreed by them to be a
compromise agreement. In the first place, respondent Garcia did not approve such
agreement and he communicated his disapproval about it. Therefore, there was no
concurrence of the wills or meeting of the minds of all the parties concerned on the
assailed agreement and consequently, no compromise agreement can be executed.
Consent is manifested by the meeting of the offer and the acceptance upon the thing
and the cause which are to constitute the contract. 5 The offer must be certain and the
acceptance absolute. A qualified acceptance constitutes a counter-offer.
The condition that Garcia will ratify the agreement provided that it should be considered
as a compromise agreement constitutes a counter offer. Meaning to say, the original
offer ceased to exist, and the new qualified offer in the part of Garcia will only constitute
a valid agreement if accepted by Silver Films, Inc. It is undisputed that Silver Films did
not consent to such an offer making the counter offer as good as null, and must be
equally treated as that of the rejected addendum.
We can therefore arrive that the addendum is inexistent so is the compromise
agreement that is invoked by Garcia. Hence, the court erred in treating the proposed
addendum as a compromise agreement that will enable Garcia to maintain his upheld
contract.
Garcia’s contention that he did not give his manager the consent to represent him in the
17 June 2003 agreement would make the addendum unenforceable. Consequently, it
would make the compromise agreement unenforceable as well.
Even honoring the Manifestation of Garcia will not support the erroneous ruling,
because of the absence of his consent in the addendum which is the basis of the
compromise agreement he seeks to uphold. It is a rule that consent could be given not
only by the party himself but by anyone duly authorized and acting for and on his behalf.
However, by Garcia’s own admission, the addendum was entered into without his
knowledge and consent.
Provisions of the Civil Code which govern defective contracts provide that a contract
entered into in the name of another by one who ostensibly might have but who, in
reality, had no real authority or legal representation, or who, having such authority,
acted beyond his powers, would be unenforceable. Unenforceable contracts are
susceptible of ratification; however it should have been made before its revocation by
the other contracting party.6 Silver Films, Inc. revoked the addendum thereby
invalidating Garcia’s ratification, when the producer expressed its willingness to release
respondent from all his contractual agreements during the preliminary conference held
on 23 June 2003.
PRAYERS
WHEREFORE, premises considered, it is most respectfully prayed that the RTC Order
dated 24 October, 2004 and the CA Decision dated 5 June 2005 appealed to be
reversed and set aside and the case be DISMISSED. Petitioner prays for the cost of the
suit and for other reliefs as may be deemed just or equitable.
Taguig City for Manila, March 30, 2016