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INTERNAL OFFICE MEMORANDUM

DATE: January 28, 2019


FROM: Legal Department
FOR: Operations Department - Marife Manigsaca
RE: Legal Opinion on the claim of damages of Ms. Brooke Lou Tapuyao-Daomilas

Background

On March 03, 2018, Ms. Brooke Lou Tapuyao (“Buyer”) executed a contract to sell 1 with
Filinvest Land Inc. (“FLI”) covering the sale of one (1) ready for occupancy (RFO) condominium unit
in One Oasis – Cagayan De Oro with an area of 28.42 sq.m identified as 16032.

Under the terms of the contract, the price of the property was fixed at Php2,582,999.99 The
buyer was able to pay the reservation fee in the amount of Php20,000.00 and fully completed his
equity payments on September 07, 2018 in the amount of Php270,200.00. On November 13, 2018,
buyer loaned the remaining balance of the contract price through bank financing with Banco De Oro
(BDO).

On October 18, 2018, FLI and buyer executed a Deed of Absolute Sale 3. On the same date,
buyer was also informed that her unit was undergoing refurbishment and rectification to acceptable
condition and thus, could not be turnovered yet.

Buyer frequently inquired on the schedule of completion of the construction and rectification
of her unit since the latter would start her monthly amortization with BDO bank on December 12,
2018. However, FLI could not give her a specific commitment date when the unit would be ready for
turnover and occupancy.

Buyer thus sent a letter to Housing and Land Use Regulatory Board 4 - Cagayan De Oro City
requesting for assistance, on January 11, 2018; FLI received an Invitation for Conference scheduled
on January 18, 2019.

At the HLURB conference, buyer was informed that that her unit is ready for turn-over and
occupancy but buyer manifested that she would not accept the unit unless she would be indemnified
for damages in the amount of P25, 000.00 which is equivalent to the income she lost and two months
amortization with BDO that she already paid without having occupied/moved in to her unit.

Issues
1 Hereafter, the “CTS”
2 Hereafter, the “Subject Property”
3 Hereafter, the “DOAS”
4 Hereafter, the “HLURB”
1. Whether or not FLI has the contractual obligation to deliver the subject unit on a
specified date; and

2. Whether or not FLI is liable to buyer for damages

Discussion

I. There is no contractual obligation on FLI's part to deliver the subject unit on


a specified date

Buyer claims that the subject property should have been turned over to her upon the take-out
of her unit with BDO.. However, Buyer failed to cite any basis of such claim. On the contrary, the
CTS entered into by Buyer and FLI does not specify the date of completion and delivery of the
Subject Property.

In fact, Article 5.1 of the CTS clearly states that the completion or turn-over date of the Project
is merely an estimate based on existing conditions and circumstances, to wit:
5.1 Delivery Schedule – The completion or turn-over date of the Project
is merely an estimate based on existing conditions and circumstances, and the
SELLER is not liable for delay or non-performance if such completion or
turn-over is prevented by any reason, condition, event, cause which is
unforseen or beyond the control of the SELLER such as, but not limited to,
typhoons, floods, fire, earthquake or any other acts of God, riots or civil
disturbances, strikes or other labor disputes, government restrictions, acts
of third persons, lack or scarcity of construction materials, shortage or
unavailability of equipment, materials or labor or restriction or limitation
upon the use thereof.

While FLI is doing its best to complete the construction/rectification of the Subject Property as
soon as possible, it has no obligation to turn-over to Buyer the Subject Property at a specific date but
only within a reasonable period from the completion of the construction/rectification of the Subject
Property.

II. FLI is not liable to pay buyer any damages

Buyer did not allege or cite any basis of its claim for damages in the amount of Php25,000.00.
When Buyer took out the loan from BDO, she was fully aware that the construction/rectification of
the Subject Property has not yet been completed. Buyer was also aware that the Subject Property will
not yet be delivered or turned over until such time that the it is fully constructed/rectified 5.

As there is no breach or default on FLI’s part, there is no obligation to pay buyer damages.
There are three requisites necessary for a finding of default. First, the obligation is demandable and
liquidated; second, the debtor delays performance; and third, the creditor judicially or extrajudicially
requires the debtor’s performance.”6 The first and second elements are not present here. First, the
alleged delivery upon take out of the subject property is not due and demandable as discussed
above. Second, there is no delay in the performance of obligation because there is no obligation on
FLI’s part to deliver the subject property at a specified date. Considering that FLI did not default on
its obligation, there is no basis for Buyer’s claim for damages.

In view of the foregoing, the claims of the buyer for damages, are baseless. The Subject
Property will be turned-over/delivered to the buyer within a reasonable period from the completion
of construction and rectification of the Subject Property. FLI neither violated its contractual
obligations nor the rights of the Buyer.

This opinion is based solely on the given set of facts as stated above. We trust that the
foregoing is sufficient and helpful for your purpose.

5 Email dated October 24, 2018


6 General Milling Corporation vs. Spouses Ramos, G.R. No. 193723 ( July, 20, 2011)

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