GR 158130; (July, 2005) (Digest)
G.R. No. 158130. July 29, 2005
ATTY. MARTIN T. SUELTO, Petitioner, vs. NELSON A. SISON, EMIL A. SISON, FRANKLIN A. SISON and SANTOS LAND DEVELOPMENT CORPORATION, Respondents.
FACTS
Petitioner Atty. Martin T. Suelto, retained counsel for respondent Santos Land Development Corporation, rendered notarial services in connection with the corporation’s purchase of land from respondent Sison brothers. The Memorandum of Agreement (MOA) for the sale, initially drafted by another corporate counsel, was finalized by petitioner, who made amendments and prepared a supplementary Joint Affidavit of Clarification and Confirmation. The MOA stipulated that notarial fees and other expenses would be charged against a 10% portion of the purchase price retained by the corporation.
The corporation later released the retained 10% to the Sisons without deducting petitioner’s notarial fees. Petitioner demanded payment from the Sisons, who refused, arguing they had intended for a lawyer of their own choice to perform the notarization to save on costs. Petitioner then filed a collection case against the Sisons and the corporation. The Regional Trial Court ruled in favor of petitioner, ordering the Sison brothers to pay him ₱100,000 as notarial fees and litigation costs.
ISSUE
Whether the respondent Sison brothers are obligated to pay the notarial fees of petitioner Atty. Suelto for services rendered in relation to the sale of their land to Santos Land Development Corporation.
RULING
Yes. The Supreme Court reversed the Court of Appeals and reinstated the RTC decision, holding the Sison brothers liable. The legal logic rests on the contractual stipulation in the MOA, which is the law between the parties. The MOA clearly provided that notarial fees relative to the sale would be charged to the 10% retained purchase price. This provision contained no qualification that the notarial services must be performed by a lawyer chosen by the Sisons.
By agreeing to this unconditional term, the Sisons consented to have notarial fees, regardless of the notary’s identity, deducted from the retained fund. The corporation’s subsequent release of the entire retention to the Sisons without settling petitioner’s valid claim did not extinguish the Sisons’ primary contractual obligation. Their desire to use their own lawyer to reduce costs was a unilateral preference not incorporated into the agreement. Consequently, having benefited from petitioner’s services which were necessary for the transaction’s completion, and with the fund source for payment already disbursed to them, the Sisons are duty-bound to pay reasonable notarial fees directly. The Court found the RTC’s award of ₱100,000, inclusive of costs, to be fair and reasonable under the circumstances.