[G.R. NO.

174154 : October 17, 2008]

JESUS CUENCO, Petitioner, v. TALISAY TOURIST SPORTS COMPLEX,

INCORPORATED AND MATIAS B. AZNAR III, Respondents.

DECISION

NACHURA, J.:

Before the Court is a Petition for Review on Certiorari under Rule 45 of the
Rules of Court assailing the Decision dated April 18, 2005 and the Resolution
dated August 15, 2006 of the Court of Appeals (CA) in CA-G.R. CV No. 65773.

The Facts

The antecedent facts of the case are as follows:

On May 25, 1992, petitioner leased from respondents for a period of two (2)
years, from May 8, 1992 to May 8, 1994, the Talisay Tourist Sports Complex,
to be operated as a cockpit. The lease was extended for another four (4)
years, or until May 8, 1998.

Under the Contract of Lease,1 it was stipulated that petitioner shall, like a good
father of the family, maintain in good condition the furniture, chattels and all
other equipment and shall, at all times, keep the leased premises clean and
sanitary. For this purpose, petitioner would allow the respondent's building
supervisor or his authorized representative to make a regular spot inspection
of the leased premises to see to it that these stipulations are strictly
implemented.2 Any damage caused to the furniture, chattels, equipment and
parts of the leased premises shall be the responsibility of petitioner to repair
and compensate.3 Furthermore, petitioner would give a deposit equivalent to
six (6) months rental to answer for whatever damages may be caused to the
premises during the period of the lease.4

Upon expiration of the contract, respondent company conducted a public

bidding for the lease of the property. Petitioner participated in the bidding. The
lease was eventually awarded to another bidder, Mr. Rex Cuaqui
Salud.5 Thereafter, petitioner wrote four (4) demand letters to respondents.

The first letter, dated June 8, 1998, reads:

Dear Mr. Aznar:

I was so disheartened that after going through with the supposed public
bidding, haggling with the terms and conditions of a new lease agreement and
after full compliance of ALL your requirements and the handshakes signifying
the clinching of the deal, the contract was awarded to another party. Though I
believe I deserve a renewal, I had to accept your decision with a heavy heart.

It is now my desire to be released quickly from whatever liability or

responsibility under our previous contract. Repair works on some damaged
portions were already done. Based on our contract, par. 5 thereof, it is
my understanding that I am answerable to all damages caused to
furnitures (sic), chattels and other equipments and minor parts of the
leased premises. Once cleared, I want the return of my deposit
of P500,000.00.

Kindly send your inspector to determine by actual ocular inspection if

the restoration work is to your satisfaction.

Very truly yours,

JESUS C. CUENCO [signed]6

Obviously, the letter was not answered, because on June 17, 1998 petitioner
found it necessary to write respondents a second letter reiterating his request
for the return of the deposit. The second demand letter reads:

Dear Mr. Aznar:

It has been more than a week since my letter dated 8 June 1998 requesting
the return of my deposit of P500,000.00. I would assume your representative
had already conducted an ocular inspection and you were satisfied on the
restoration works made on the premises. As I ve stated in my said letter, I
want to be released as soon as possible.

I need to know immediately if I still have other things to comply with as pre-
condition for the release of the deposit. As far as I know, I have already done
my part.

Very truly yours,

JESUS C. CUENCO [signed]7

With still no response from respondents, petitioner, on August 14, 1998, sent
a third demand letter which read:

Dear Mr. Aznar:

I am surprised by the unreasonable delay in the release of my deposit
of P500,000.00 in spite of my full compliance as to repair works on minor
damage to the premises during my term as lessee. Twice I requested in
writing for the immediate release of my deposit but until now it
remains unheeded. And the so-called "inventory" which your lawyer
Atty. Algoso8 promised to give has not been given. Frankly, I am
doubtful of the accuracy of said inventory, if any, considering the full
blast major renovation now being conducted on the complex by the
new concessionaire. I think it's about time we close the last chapter of the
book, in a manner of speaking, so we can proceed in our separate distinct
ways.

I reiterate my request to please release right now my deposit of P500,000.00.

Very truly yours,

JESUS C. CUENCO [signed]9

Finally, on August 18, 1998, petitioner, thru his counsel, wrote respondents a
final demand letter as follows:

Dear Mr. Aznar:

For ignoring the two letters of my client Mr. Jesus C. Cuenco, dated June 8 and
17, 1998 regarding his request for the return of his deposit in the sum
of P500, 000.00, he has decided to endorse the matter to this office for
appropriate action.

It appears that when Mr. Cuenco leased the cockpit complex he was required
to put up a deposit to answer for damages that may be caused to furnitures
(sic), chattels and other equipments and minor repairs on the leased
premises. When the lease expired and he failed to get a renewal, Mr.
Cuenco in fulfillment of his obligation under the contract caused the
repair of minor damage to the premises after which your attention
was invited to get your reaction to the restoration work. And since he
did not receive any objection, it can be safely premised that the
restoration was to the lessor's satisfaction.

Mr. Cuenco informed me that the new concessionaire has undertaken a full
blast major renovation of the complex. Under this condition and in the absence
of an accurate inventory conducted in the presence of both parties, it would be
doubly difficult, if not impossible, to charge Mr. Cuenco of any violation of his
undertaking especially as to deficiency in the furnitures (sic), chattels and
other equipments in the premises.
In view of all the foregoing, it is consequently demanded that you return to
Mr. Cuenco the aforesaid sum of P500,000.00 within THREE (3) DAYS from
notice hereof; otherwise, he may be constrained to seek judicial relief for the
return of the deposit plus interest, damages and attorney's fees.

Your compliance is enjoined.

Very truly yours, At my instance:

FEDERICO C. CABILAO (signed) JESUS C. CUENCO (signed)

Counsel for Mr. Jesus C. Cuenco10

As all of his demand letters remained unheeded, on October 21, 1998,

petitioner filed a Complaint11 for sum of money, damages and attorney's fees.
He maintained that respondents acted in bad faith in withholding the amount
of the deposit without any justifiable reason.12

In their Answer,13 respondents countered that petitioner caused physical

damage to some portions of the leased premises and the cost of repair and
replacement of materials amounted to more than P500,000.00.14 They also
averred that respondent Matias B. Aznar III (Aznar) cannot be sued personally
under the contract of lease since a corporation has a separate and distinct
personality from its officers and stockholders, and there was no allegation that
Aznar, who is the President of the corporation, signed the contract in his
personal capacity.15

On March 8, 1999, the RTC issued a Pre-trial Order,16 the pertinent portions of
which reads:

The following facts were admitted by the [respondents]:

1. There is no inventory of damages up to this time;

2. [Petitioner] deposited the amount of P500,000.00;

3. [Petitioner] sends (sic) several letters of demand to [respondents] but said

letters were not answered.

4. There was a renovation of the Talisay Tourist Sports Complex with a

qualification that the renovation is only 10% of the whole amount.

The main issues in this case are as follows:

1. Whether or not [petitioner] is entitled to the return of the deposit
of P500,000.00, with interest;

2. Whether or not some portions of the complex sustained physical damage

during the operation of the same by the [petitioner].17

On May 24, 1999, the RTC issued an Order18 admitting the exhibits of
petitioner, consisting of the contract of lease dated May 4, 1994 and the four
(4) demand letters.

On July 29, 1999, an Order19 was issued by the same court formally admitting
the respondents' following exhibits: the lease contract, inventory of the leased
property as of June 4, 1998, inventory of the sports complex dated June 24,
1995, ocular inspection report dated January 15, 1998 and various receipts
mostly in the name of Southwestern University incurred in different months of
1998.

On August 11, 1999, the RTC rendered a Decision20 in favor of petitioner, the
dispositive portion of which reads:

WHEREFORE, judgment is hereby rendered in favor of [petitioner] and against

the [respondents], directing the latter jointly and severally to return to
[petitioner] the sum of P500,000.00, representing the deposit mentioned in
the Complaint, plus 3% interest per month from August 18, 1998 until full
payment thereof.

The latter are, likewise, directed to pay [petitioner] the sum of P15,000.00 as
and for litigation expenses.

With costs against the [respondents].

SO ORDERED.21

The RTC ratiocinated that respondents' failure to reply to the letters of

petitioner raises a presumption that petitioner has complied with his end of the
contract. The lower court gave credence to the testimony of respondents'
witness, Ateniso Coronado (Coronado), the property custodian of the
respondents, that the sports complex was repaired and renovated by the new
lessee. The court also considered the admission of respondents' counsel during
the pre-trial that no inventory of the property was conducted on the leased
premises. The RTC debunked the inventory presented by the respondents
during trial as a mere afterthought to bolster their claim against petitioner.22
Respondents appealed. On April 18, 2005, the CA rendered a
Decision23 reversing and setting aside the decision of the RTC. The fallo of the
CA decision reads:

WHEREFORE, with the foregoing, the Decision of the Regional Trial Court,
Branch 13, Cebu City, dated August 11, 1999, is REVERSED and SET ASIDE,
and a new one entered finding this case in favor of defendants-appellants
Talisay Tourists Sports Complex and Matias Aznar III. Consequently, Civil Case
No. CEB-22847 for sum of money, damages, and attorney's fees involving
herein parties, as well as all other claims and counterclaims are
hereby DISMISSED for lack of factual and legal basis.

No pronouncement as to costs.

SO ORDERED.24

The CA ruled in favor of respondents on the basis of: (1) Coronado's testimony
that petitioner continued to hold cockfights two months after the expiration of
the lease contract which was not refuted by petitioner; (2) the summary of
repairs made on the property showing that respondents spent the amount
of P573,710.17 immediately prior to the expiration of the lease contract and
shortly thereafter; and (3) the new lessor incurred expenses amounting to
over P3 million when he shouldered the rest of the repair and renovation of
the subject property.25

Hence, the instant petition.

The Issues

Petitioner raised the following issues for resolution of the Court: (1) whether a
judicial admission is conclusive and binding upon a party making the
admission; and (2) whether such judicial admission was properly rejected by
the CA.26

On the other hand, respondents posed the following: (1) whether the findings
of the CA that the cockpit sustained damage during the period of the lease was
rendered not in accord with law or with the applicable decisions of the Court;
(2) whether the CA committed an error of law in ruling that petitioner is not
entitled for the return of the deposit.27

The ultimate question we must resolve is whether petitioner is entitled to the

return of the amount deposited.

The Ruling of the Court

We rule in the affirmative. Respondents failed to present sufficient proof to
warrant the retention of the full amount of the deposit given by petitioner.

The Supreme Court is not a trier of facts, and as a rule, does not weigh anew
the evidence presented by the parties. However, the instant case is one of the
exceptions to the rule because of the conflicting decisions of the RTC and the
CA based on contradictory factual findings. Thus, we have reviewed the
records in order to arrive at a judicious resolution of the case at bench.

Petitioner questions the CA's finding that there was damage caused the
premises while the lease was still in force. Such finding could only have been
based on alleged inventory of the property conducted by the respondents.
Petitioner takes exception to this evidence because of the earlier judicial
admission made by respondents' counsel that no inventory was conducted
and, accordingly, any evidence adduced by the respondents contrary to or
inconsistent with the judicial admission should be rejected.

Indeed, at the pre-trial conference, respondents' counsel made an admission

that no inventory was made on the leased premises, at least up to that time.
This admission was confirmed in the Pre-Trial Order issued by the trial court
on March 8, 1999 after the lease expired on May 8, 1998.

Yet, on July 1, 1999, respondents' witness Coronado testified, as follows:

ATTY. VASQUEZ:

Q Why do you know the defendants? cralawred

A Because Talisay Sports Complex is owned by Aznar Brothers Realty

Corporation of which I am employed as (sic) in charge of the realty
department.

Q How about Matias Aznar III, the defendant here? cralawred

A He is the Chairman of the Board.

Q Board of what? cralawred

A Of the Aznar Brothers Realty Corporation.

Q Is he the Chairman of Talisay Tourist Sports Complex? cralaw red

A Yes, sir.
Q You said that you are in charge of the realty department, what is
your function with respect to the properties of Talisay Tourist and
Sports Complex? cralawred

A I am the in-charge of the administration and overseeing of the

complex owned by Talisay Sports Complex.

Q When you said that you are in charge of the administration and
overseeing of the complex, what does it includes (sic)? cralawred

A It includes collection of rentals of complex and routine inspection to

determine that there are missing or damage of (sic) the properties.

Q How long have you been employed with the Aznar Brothers Realty
Company? cralawred

A 25 years.

xxx

Q In your earlier testimony, you said that part of your function is to

conduct routine inspection of the complex. Now, was there a routine
inspection conducted during the period of the lease contract between
plaintiff and the defendant? cralawred

A Yes, we conducted inspection sometime in January 1998.

Q For what purpose was that inspection? cralawred

A The purpose is to determine if there are damage sustained by the complex.

Q And what was the result of the inspection.

A There were missing and destroyed fixtures and physical damage sustained
by the complex.

xxx

COURT

xxx

Q W[h]y did you not take photographs of the damage sustained by the
complex? cralawred
A We did not take pictures, Your Honor, because in fact their
personnel were in our presence (sic) during the inspection, they were
accompanied by us, because we can not conduct inspection without
the presence of the personnel of Jesus Cuenco, Your Honor, the lessee.

Q Did the personnel of Jesus Cuenco sign any paper acknowledging

receipt of any report? cralawred

A There was no refusal, but we did not initiate to let them sign and
confirm.

COURT

Q So, we have to rely on your testimony? cralawred

A Yes, sir.28

Obviously, it was on Coronado's testimony, as well as on the documentary

evidence29 of an alleged property inventory conducted on June 4, 1998, that
the CA based its conclusion that the amount of damage sustained by the
leased premises while in the possession of petitioner exceeded the amount of
petitioner's deposit. This contradicts the judicial admission made by
respondents' counsel which should have been binding on the respondents.

Section 4, Rule 129 of the Rules of Court provides:

SEC. 4. Judicial admissions. ' An admission, verbal or written, made by a party

in the course of the proceedings in the same case, does not require proof. The
admission may be contradicted only by a showing that it was made through
palpable mistake or that no such admission was made.

A party may make judicial admissions in (1) the pleadings, (2) during the trial,
by verbal or written manifestations or stipulations, or (3) in other stages of the
judicial proceeding.30 The stipulation of facts at the pre-trial of a case
constitutes judicial admissions. The veracity of judicial admissions require no
further proof and may be controverted only upon a clear showing that the
admissions were made through palpable mistake or that no admissions were
made. Thus, the admissions of parties during the pre-trial, as embodied in the
pre-trial order, are binding and conclusive upon them.

Respondents did not deny the admission made by their counsel, neither did
they claim that the same was made through palpable mistake. As such, the
stipulation of facts is incontrovertible and may be relied upon by the courts.
The pre-trial forms part of the proceedings and matters dealt therein may not
be brushed aside in the process of decision-making. Otherwise, the real
essence of compulsory pre-trial would be rendered inconsequential and
worthless.31 Furthermore, an act performed by counsel within the scope of a
"general or implied authority" is regarded as an act of the client which renders
respondents in estoppel. By estoppel is meant that an admission or
representation is conclusive upon the person making it and cannot be denied
or disproved as against the person relying thereon.32

Thus, respondents are bound by the admissions made by their counsel at the
pre-trial. Accordingly, the CA committed an error when it gave ample
evidentiary weight to respondents' evidence contradictory to the judicial
admission.

The appellate court's findings that the damage in the premises exceeded the
amount of the deposit is further sought to be justified, thus:

Verily, a perusal of the summary of repairs amounting to P573,710.17 claimed

to have been made by appellants over the property at about that time
immediately prior to the expiration of the lease contract and shortly thereafter,
would show that the repairs pertained to repairs on the drainage, sewage,
immediate premises and structure of the complex. We find the same highly
credible and meritorious considering that as earlier admitted by appellee, the
repairs he made were minor and were confined only to certain portions of the
complex, although substantial repairs were done on the cockhouses only, and
that said repairs were done because of a coming big time derby and not to
satisfy the provisions of the lease contract. Also, by implication, appellee is
stating that the new lessor incurred expenses amounting to over P3 million
when he shouldered the rest of the repair and renovation of the complex after
the term of lease of appellee.33

Yet, upon perusal of the receipts presented by respondents, we found that

majority of the receipts are under the name of Southwestern University. In
their Memorandum,34 respondents aver that Southwestern University and
respondent corporation are sister companies.35 Even if true, this matter is of
no consequence because respondent company and Southwestern University
have distinct and separate legal personalities, and Southwestern University is
not a party to this case. Thus, we cannot just accept respondents' argument
that the receipts paid in the name of Southwestern University should be
credited to respondent company. In any event, they were not able to prove
that those receipts were in fact used for the repair or maintenance of the
respondents' complex.

Furthermore, respondents are not entitled the full amount of the deposit
because the repair and renovation of the sports complex after the expiration of
petitioner's lease were undertaken not by respondents but by the new lessee.
This can be gleaned from Coronado's testimony on cross-examination, viz.:

Q You do not know. Mr. Witness, is it not a fact that the new lessee was
Wacky Salud? cralawred

A Yes, sir.

Q And that was sometime of July or August of 1998? cralawred

A They were about to conduct three months repair of the complex? cralawred

Q So, Mr. Wacky Salud conducted, did you say repair or renovation? Is it
renovation or repair? cralawre d

A There was a renovation and repair.

Q Renovation including repair? cralawred

A Yes, sir.

COURT

Q In other words, after the expiration of the contract of Mr. Cuenco, Wacky
Salud took over? cralawred

A Yes, he took over that repair and renovation were no longer included in this
presentation, that is at his own expense.

Q Precisely. In other words, some repairs were made by Mr. Salud and not by
Aznar Brothers Realty? cralawred

A Yes, sir.36

Finally, the Court observes that the inventories presented by respondents were
not countersigned by petitioner or were they presented to the latter prior to
the filing of the case in the RTC. Thus, we are more inclined to agree with the
trial court that the "inventory was made as an afterthought,"37 in a vain
attempt of the respondents to establish their case.

However, Coronado's testimony that petitioner extended the operation of the

sports complex for a period of two months after the expiration of the lease
without the respondents' authority and without the payment of rentals,
remains unrebutted. Enlightening is the following testimony:
Q I observed here in No. 16 of your summary, two months arrears rentals,
June to July, how come? The contract was supposed to expire May 1998? cralawred

A Yes, because it had happened on this extension of the lease because they
are still occupying until July after the expiration of the contract.

COURT

Q You mean to say that they still use the complex for the purpose for which it
was intended, which is for cockfighting? cralawred

WITNESS

A Yes, they are still doing their usual operation.

ATTY. VASQUEZ

Q You mean to say that there were still cockfighting held in the complex even
after May 1998? cralawred

A Yes, sir.38

This two (2) months over-stay of petitioner in the leased premises should be
charged against the deposit. Because there was no renewal of the lease
contract, it is understood that the continued use of the premises is on a
monthly basis with the rental in the amount previously agreed upon by the
parties, in accordance with Articles 167039 and 168740 of the Civil Code.

In the Contract of Lease of petitioner and respondent company, it was agreed

that the rental to be paid shall be the following:

WHEREAS, the FIRST PARTY is the owner of the Talisay Tourist Sports
Complex, Inc. located at Tabunok, Talisay, Cebu;

WHEREAS, the SECOND PARTY has expressed his desire to lease said complex
(cockpit) and the FIRST PARTY have agreed to lease/let the same to the
SECOND PARTY subject to the following term and condition, to wit:

1. In consideration of this lease, the SECOND PARTY agrees to pay the FIRST
PARTY a lump sum of ONE MILLION PESOS (P1,000,000.00) representing
advance rental for the first year, the same to be paid on May 8, 1994.
Thereafter, the rental shall be as follows:

Second year - P1,050,000.00 or P87,500.00/month

 Third year - 1,100,000.00 or P91,666.67/month
Fourth year - 1,175,000.00 or P97,916.67/month41

Thus, by way of rental for the two-month overstay, the amount

of P195,833.34 should be deducted from the amount of deposit paid by
petitioner to respondent company.

As to petitioner's claim of interest of three percent (3%) per month on the

amount due him, the same is without legal basis. We note that no amount of
interest was previously agreed upon by the parties in the contract of lease.

Under Article 2213 of the Civil Code, "interest cannot be recovered upon
unliquidated claims or damages, except when the demand can be established
with reasonable certainty." In the instant case, the claim of petitioner is
unliquidated or cannot be established with reasonable certainty upon his filing
of the case in the RTC. This is because of the contending claims of the parties,
specifically, the claim of petitioner for the return of the P500,000.00
deposit vis-a-vis the claim of respondents on the arrears in rentals and on the
damage to the premises. It is only now that the amount that should be
returned is ascertained, i.e., P500,000.00 less the two-months arrears in
rentals amounting to P195,833.34, the sum of which will earn

interest at the legal rate of six percent (6%) per annum42 from the time the
case was filed in the RTC on October 21, 1998.43 Upon finality of this decision,
the rate of interest shall be twelve percent (12%) per annum from such
finality until full satisfaction. The foregoing interest rate is based on the
guidelines set by the Court in Eastern Shipping Lines v. CA, viz.:

I. When an obligation, regardless of its source, i.e., law, contracts, quasi-

contracts, delicts or quasi-delicts is breached, the contravenor can be held
liable for damages. The provisions under Title XVIII on "Damages" of the Civil
Code govern in determining the measure of recoverable damages.

II. With regard particularly to an award of interest in the concept of actual and
compensatory damages, the rate of interest, as well as the accrual thereof, is
imposed, as follows:

1. When the obligation is breached, and it consists in the payment of a sum of

money, i.e., a loan or forbearance of money, the interest due should be that
which may have been stipulated in writing. Furthermore, the interest due shall
itself earn legal interest from the time it is judicially demanded. In the absence
of stipulation, the rate of interest shall be 12% per annum to be computed
from default, i.e., from judicial or extrajudicial demand under and subject to
the provisions of Article 1169 of the Civil Code.

2. When an obligation, not constituting a loan or forbearance of money, is

breached, an interest on the amount of damages awarded may be imposed at
the discretion of the court at the rate of 6% per annum. No interest, however,
shall be adjudged on unliquidated claims or damages except when or until the
demand can be established with reasonable certainty. Accordingly, where the
demand is established with reasonable certainty, the interest shall begin to run
from the time the claim is made judicially or extrajudicially (Art. 1169, Civil
Code) but when such certainty cannot be so reasonably established at the time
the demand is made, the interest shall begin to run only from the date of the
judgment of the court is made (at which time the quantification of damages
may be deemed to have been reasonably ascertained). The actual base for the
computation of legal interest shall, in any case, be on the amount of finally
adjudged.

3. When the judgment of the court awarding a sum of money becomes final
and executory, the rate of legal interest, whether the case falls under
paragraph 1 or paragraph 2, above, shall be 12% per annum from such finality
until its satisfaction, this interim period being deemed to be by then an
equivalent to a forbearance of credit.44

Concerning the solidary liability of respondents, we hold that respondent

Matias Aznar III is not solidarily liable with respondent company. His function
as the President of the company does not make him personally liable for the
obligations of the latter. A corporation, being a juridical entity, may act only
through its directors, officers and employees. Obligations incurred by them
while acting as corporate agents, are not their personal liability but the direct
accountability of the corporation they represent.45

WHEREFORE, the petition is PARTLY GRANTED. The Decision of the Court of

Appeals is hereby REVERSED AND SET ASIDE. The Decision of the RTC in
Civil Case No. CEB-22847 is hereby REINSTATED with the following
modifications:

(1) Talisay Sports Complex, Inc. is solely liable to return the amount of the
deposit after deducting the amount of the two-months arrears in rentals; and cralawlib rary

(2) The rate of legal interest to be paid is SIX PERCENT (6%) on the amount
due computed from October 21, 1998, and TWELVE PERCENT (12%) interest,
thereon upon finality of this decision until full payment thereof.

SO ORDERED.