GR 205638; (August, 2017) (Digest)
G.R. No. 205638 , August 23, 2017
DEE HWA LIONG FOUNDATION MEDICAL CENTER AND ANTHONY DEE, PETITIONERS, VS. ASIAMED SUPPLIES AND EQUIPMENT CORPORATION, RESPONDENT.
FACTS
Petitioner Dee Hwa Liong Foundation Medical Center (DHLFMC) entered into a Contract of Sale with respondent Asiamed Supplies and Equipment Corporation for the purchase of medical equipment worth P31,000,000. The contract stipulated payment within two working days upon delivery. The equipment was delivered in May and July 2003, but DHLFMC only made partial payments totaling P5,300,000. Asiamed filed a complaint for sum of money. Petitioners, in their defense, alleged that the sale was conditioned upon the approval of a loan from Planters Development Bank, which was not granted.
The Regional Trial Court ruled in favor of Asiamed, ordering petitioners to pay the balance with interest and attorney’s fees. The Court of Appeals affirmed the decision. Petitioners elevated the case to the Supreme Court via a Rule 45 petition, arguing that the appellate court erred in not finding that the contract was subject to a suspensive condition (loan approval) and in holding petitioner Anthony Dee solidarily liable despite DHLFMC’s alleged separate juridical personality.
ISSUE
The core issue is whether the Petition for Review under Rule 45 raises pure questions of law, specifically: (1) whether the Court of Appeals erred in ruling that the Contract of Sale was not subject to a suspensive condition, and (2) whether it erred in holding Anthony Dee solidarily liable.
RULING
The Supreme Court denied the petition. A Rule 45 petition is limited to questions of law, not fact. The first issue involves a factual question. The determination of whether a contract contains a suspensive condition requires an examination of the contract’s terms and the parties’ intent, which is a factual inquiry. The Court of Appeals correctly found that the contract’s text contained no stipulation making the loan approval a condition for its effectivity. Petitioners’ assertion required a re-evaluation of evidence, which is impermissible in a Rule 45 review.
On the second issue, the Court affirmed Anthony Dee’s solidary liability. Petitioners were estopped from invoking the separate corporate personality of DHLFMC as a defense because, in their Answer before the trial court, they specifically denied Asiamed’s allegation that DHLFMC was a duly organized corporation. By denying its corporate existence, petitioners could not later shield Anthony Dee from liability by claiming he acted merely as a corporate officer. His personal liability was thus correctly sustained. The Court also upheld the procedural order for the appointment of an administrator for Anthony Dee’s estate following his death during the pendency of the case.