G.R. No. 174149 September 8, 2010
FACTS
Petitioner entered into a Joint Venture
Agreement with
Primetown Property Group, Inc. (PPGI) for the development of a residential
condominium project on the formers property situated at Mandaluyong City . With
petitioner contributing the same property to the joint venture and PPGI
undertaking to develop the condominium, the JVA provided, among other terms and
conditions, that the developed units shall be shared by the former and the
latter at a ratio of 17%-83%, respectively. While both parties were allowed, at their own individual
responsibility, to pre-sell the units pertaining to them, PPGI further undertook to use all
proceeds from the pre-selling of its saleable units for the completion of the
Condominium Project.
PPGI executed Contract to Sell with Spouses
Benjamin and Eleanor Ang over a condominium unit and a parking slot. Thereafter, respondents
filed against petitioner and PPGI the complaint for the rescission of the
aforesaid Contracts to Sell contending that they were assured by petitioner and
PPGI that the subject condominium unit and parking space would be available for
turn-over and occupancy in December 1998. Respondents averred that in view of
the non-completion of the project, respondents instructed petitioner and PPGI
to stop depositing the post-dated checks they issued and to cancel said
Contracts to Sell. Despite several
demands, petitioner and PPGI have failed and refused to refund the amount they
already paid under the circumstances.
Petitioner denied the
material allegations of the complaint under
the JVA consisted in contributing the property and asseverated that, by the
terms of the JVA, each party was individually responsible for the marketing and
sale of the units pertaining to its share.
The Housing and Land Use Arbiter
rendered a decision
declaring the subject Contracts to Sell cancelled and rescinded on account of
the non-completion of the condominium project. On the ground that the JVA
created a partnership liability on their part, petitioner and PPGI, as
co-owners of the condominium project, were ordered to pay. The OP
rendered a decision dismissing petitioners appeal on the ground that the
latters appeal memorandum was filed out of time and that the HLURB Board
committed no grave abuse of discretion in rendering the appealed decision
while the CA refused to resolve the petition hence it was dismissed on appea.
ISSUE
Whether the JTIC is
solidarily liable with Primetown to pay the spouses
RULING
Yes. The Court also find
that the HLURB Arbiter and Board correctly held petitioner liable alongside
PPGI for respondents claims. By the express terms of the JVA, it appears
that petitioner not only retained ownership of the property pending completion
of the condominium project but had also
bound itself to answer liabilities proceeding from contracts entered into by
PPGI with third parties.
Viewed in the light of the
foregoing provision of the JVA, petitioner cannot avoid liability by claiming
that it was not in any way privy to the Contracts to Sell executed by PPGI and
respondents. As correctly argued by the latter, moreover, a joint venture
is considered in this jurisdiction as a form of partnership and is,
accordingly, governed by the law of partnerships. Under
Article 1824 of the Civil Code of the Philippines, all partners are
solidarily liable with the partnership for everything chargeable to the
partnership, including loss or injury caused to a third person or penalties
incurred due to any wrongful act or omission of any partner acting in the
ordinary course of the business of the partnership or with the authority of his
co-partners. Whether innocent or guilty, all the partners are solidarily
liable with the partnership itself.
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