Вы находитесь на странице: 1из 2

Koppel, Inc. vs. Makati Rotary Club Foundation, Inc.

Doctrine: Under the doctrine of separability, an arbitration agreement is


considered as independent of the main contract. Being a separate contract in
itself, the arbitration agreement may thus be invoked regardless of the possible
nullity or invalidity of the main contract.

It is clear that under the law, the instant unlawful detainer action should have
been stayed; the petitioner and the respondent should have been referred to
arbitration pursuant to the arbitration clause of the 2005 Lease Contract. The
MeTC, however, did not do so in violation of the law — which violation was, in
turn, affirmed by the RTC and Court of Appeals on appeal. Koppel, Inc. vs.
Makati Rotary Club Foundation, Inc., 705 SCRA 142, G.R. No. 198075 September
4, 2013

FACTS:
Fedder Koppel Incorporated (KFI) own a parcel of land and said land was
donated to the Makati Rotary Club Foundation, Inc (MRCFI). One of the
conditions of the donation required the MRCFI to lease the subject land back to
FKI under terms specified in their Deed of Donation which the respondent
accepted.

In 1976, FKI and the respondent executed an amended deed of donation that
reiterated the provisions of the deed of donation and hence FKI continue to
possess and use the land.

In 2000, two days prior to the expiration of the lease, FKI and respondent
executed another contract of lease covering the same land, the duration of
which was 5 years. Said contract contained an arbitration clause which states
that in case of disagreement about the interpretation, application and
execution of the lease, it shall be submitted to a board of three (3) arbitrators
constituted in accordance with the arbitration law of the Philippines and that
the decision of the majority of the arbitrators shall be binding upon KPI and
the MRCFI.

In 2005, the contract was again renewed for another five (5) years and an
arbitration clause similar to the previous contract was indicated therein. In
June 2008, FKI sold all its rights and properties relative to its business in favor
of herein petitioner Koppel, Inc. The following year, Koppel refused to pay the
rent and “donation” under the 2005 lease contract. Petitioner’s refusal to pay
such rent and “donation” emanated from its belief that the rental stipulations
of the 2005 lease contract cannot be given effect because they violated one of
the material conditions of the donation of the subject land.
MRCF sent several demand letters for Koppel, Inc. to pay its obligation but
remained unheeded, hence MRCF filed an unlawful detainer case against
Koppel. The MeTC rendered judgment in favor of the petitioner. The respondent
appealed to the RTC and the RTC reversed the decision and ordered the
eviction of the petitioner from the subject land.

Aggrieved, the petitioner appealed to the CA, hence this court:

ISSUE:
Whether or not the 2005 lease contract is arbitrable?

HELD:
Yes. The arbitration clause of the 2005 Lease Contract stipulates that
“any disagreement” as to the “interpretation, application or execution” of the
2005 Lease Contract ought to be submitted to arbitration. To the mind of the
Court, such stipulation is clear and is comprehensive enough so as to include
virtually any kind of conflict or dispute that may arise from the 2005 Lease
Contract including the one that presently besets petitioner and respondent.

While the validity of the contract may still be in question, the 2005 lease
agreement would not be rendered non-arbitrable. The petitioner may still
invoke the arbitration clause of the 2005 Lease Contract notwithstanding the
fact that it assails the validity of such contract. This due to the doctrine of
separability. Under the doctrine of separability, an arbitration agreement is
considered as independent of the main contract. Being a separate contract in
itself, the arbitration agreement may thus be invoked regardless of the possible
nullity or invalidity of the main contract.

It is clear that under the law, the instant unlawful detainer action should
have been stayed; the petitioner and the respondent should have been referred
to arbitration pursuant to the arbitration clause of the 2005 Lease Contract.
The MeTC, however, did not do so in violation of the law — which violation was,
in turn, affirmed by the RTC and Court of Appeals on appeal. WHEREFORE,
premises considered, the petition is hereby GRANTED. Case is remanded back
to the MeTC.