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J.Tiosejo Investment Corp. vs. Ang - Digest

The Supreme Court ruled that J. Tiosejo Investment Corp. and Primetown Property Group Inc. are solidarily liable for damages to the respondents Benjamin and Eleanor Ang. J. Tiosejo and Primetown entered into a joint venture agreement to develop a condominium project, with Primetown selling units to buyers. Primetown failed to complete construction by the deadline, prompting the Angs to sue for rescission. The Court found that under the terms of the JVA, J. Tiosejo remained responsible for liabilities from Primetown's contracts with third parties. As partners in a joint venture, which is considered a form of partnership under Philippine law, J. Tiose

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265 views2 pages

J.Tiosejo Investment Corp. vs. Ang - Digest

The Supreme Court ruled that J. Tiosejo Investment Corp. and Primetown Property Group Inc. are solidarily liable for damages to the respondents Benjamin and Eleanor Ang. J. Tiosejo and Primetown entered into a joint venture agreement to develop a condominium project, with Primetown selling units to buyers. Primetown failed to complete construction by the deadline, prompting the Angs to sue for rescission. The Court found that under the terms of the JVA, J. Tiosejo remained responsible for liabilities from Primetown's contracts with third parties. As partners in a joint venture, which is considered a form of partnership under Philippine law, J. Tiose

Uploaded by

Wence Ibabao
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© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
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J. Tiosejo Investment Corp.

v Ang
G.R. No. 147149, September 8, 2010
Perez, J.:

Facts:
On December 28, 1995, petitioner entered into a JVA with Primetown Property Group, Inc. for a
residential condominium project known as the Meditel on the former’s 9,502 sq.m. lot in
Mandaluyong City.

On June 17, 1996, HLURB issued a license to sell in favor of PPGI, with this, PPGI sold a unit to
Sps. Benjamin and Eleanor Ang on February 5, 1997.

July 21, 1999, respondents filed a complaint for the rescission of the contracts for the non-
completion and non-turnover of the unit and parking space by December 1998.

PPGI filed its 7 September 1999 answer alleging that the delay in the completion of the
project was attributable to the economic crisis which affected the country at the time;
that the unexpected and unforeseen inflation as well as increase in interest rates and
cost of building materials constitute force majeure and were beyond its control

Petitioner 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; that not
being privy to the Contracts to Sell executed by PPGI and respondents, it did not
receive any portion of the payments made by the latter; and, that without any
contributory fault and negligence on its part, PPGI breached its undertakings under the
JVA by failing to complete the condominium project.

Issues:
W/N petitioner and PPGI are solidarily liable to pay for damages.

Ruling:
Yes. 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. Article VIII, Section 1 of the JVA distinctly provides as follows:

"Sec. 1. Rescission and damages. Non-performance by either party of its obligations


under this Agreement shall be excused when the same is due to Force Majeure.  In
such cases, the defaulting party must exercise due diligence to minimize the breach
and to remedy the same at the soonest possible time.  In the event that either party
defaults or breaches any of the provisions of this Agreement other than by reason of
Force Majeure, the other party shall have the right to terminate this Agreement by
giving notice to the defaulting party, without prejudice to the filing of a civil case for
damages arising from the breach of the defaulting party.

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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