Dee Hwa Liong VS Asiamed Supplies

4/5/2020 SUPREME COURT REPORTS ANNOTATED 837

G.R. No. 205638. August 23, 2017. *

DEE HWA LIONG FOUNDATION MEDICAL CENTER and
ANTHONY DEE, petitioners, vs. ASIAMED SUPPLIES AND
EQUIPMENT CORPORATION, respondent.
Remedial Law; Civil Procedure; Appeals; Petition for Review on

Certiorari; Only questions of law are allowed in a petition for review under
Rule 45 of the Rules of Court.—Only questions of law are allowed in a
petition for review under Rule 45 of the Rules of Court. It is a general rule
that factual findings of the Regional Trial Court are conclusive, especially
when they have been affirmed by the Court of Appeals. The factual findings
of the Court of Appeals bind this Court. Although jurisprudence has
provided several exceptions to this rule, exceptions must be alleged,
substantiated, and proved by
_______________
* THIRD DIVISION.

475
VOL. 837, AUGUST 23, 2017 475

Dee Hwa Liong Foundation Medical Center vs. Asiamed Supplies
and Equipment Corporation
www.central.com.ph/sfsreader/session/000001714936ecd9ec9ea4c2003600fb002c009e/t/?o=False 1/17
the parties so this Court may evaluate and review the facts of the case.
Civil Law; Contracts; A contract may be contained in several
instruments with nonconflicting terms.—A contract may be contained in
several instruments with nonconflicting terms. In BF Corp. v. Court of
Appeals, 288 SCRA 267 (1998), a contract need not be contained in a single
writing. It may be collected from several different writings which do not
conflict with each other and which, when connected, show the parties,
subject matter, terms and consideration, as in contracts entered into by
correspondence. A contract may be encompassed in several instruments
even though every instrument is not signed by the parties, since it is
sufficient if the unsigned instruments are clearly identified or referred to and
made part of the signed instrument or instruments. Similarly, a written
agreement of which there are two copies, one signed by each of the parties,
is binding on both to the same extent as though there had been only one
copy of the agreement and both had signed it.
PETITION for review on certiorari of the decision and resolution of

the Court of Appeals.
The facts are stated in the opinion of the Court.
Santos, Santos & Santos Law Offices for petitioners.
Amora, Del Valle & Associates for respondent.
LEONEN, J.:

Generally, a petition for review under Rule 45 of the Rules of
Court may only raise questions of law.
This is a Petition for Review on Certiorari1 filed under Rule 45
of the Rules of Court praying that the August 30, 2012
_______________
1 Rollo, pp. 11-35.

476
476 SUPREME COURT REPORTS ANNOTATED

Decision2 and the January 23, 2013 Resolution3 of the Court of

Appeals in C.A.-G.R. CV No. 91410 be reversed and set aside.
On August 2, 2002, petitioner Dee Hwa Liong Foundation
Medical Center (DHLFMC) and respondent Asiamed Supplies and
Equipment Corporation (Asiamed) entered into a Contract of Sale.4
This Contract of Sale stated that DHLFMC agreed to purchase from
Asiamed a GammaMed Plus Brachytherapy machine and a
Gammacell Elan 3000 blood irradiator (collectively, the machines)

for the price of P31,000,000.00. Regarding payment, the Contract of
Sale provided:
1. PURCHASE PRICE
DEE HWA LIONG FOUNDATION MEDICAL CENTER agrees to
purchase the equipment through ASIAMED SUPPLIES and EQUIPMENT
CORPORATION at the total price of THIRTY-ONE MILLION PESOS
(P31,000,000.00) Philippine Currency . . .
Such payment is to be made no later than (2) two working days upon
delivery of the equipment and prior to the installation of the same.
....
5. BUYERS GUARANTEE
DEE HWA LIONG FOUNDATION MEDICAL CENTER warrants unto
ASIAMED SUPPLIES & EQUIPMENT CORPORATION the genuineness,
validity and enforceability of any check, note or evidence of obligation as
_______________
2 Id., at pp. 36-46. The Decision was penned by Associate Justice Agnes Reyes
Carpio, and concurred in by Associate Justices Rosalinda Asuncion-Vicente and
Priscilla J. Baltazar-Padilla of the Eighth Division, Court of Appeals, Manila.
3 Id., at pp. 7-8. The Resolution was penned by Associate Justice Agnes Reyes
Carpio, and concurred in by Associate Justices Rosalinda Asuncion-Vicente and
Priscilla J. Baltazar-Padilla of the Eighth Division, Court of Appeals, Manila.

477
VOL. 837, AUGUST 23, 2017 477

forelisted and DEE HWA LIONG FOUNDATION MEDICAL CENTER, at

the agreed payment terms[,] shall pay to ASIAMED SUPPLIES &
EQUIPMENT CORPORATION the amount due. 5

These machines were delivered on May 20, 2003 and July 17,
2003.6 A Sales Invoice7 and two (2) Delivery Invoices8 were signed
by petitioner Anthony Dee (Anthony) and DHLFMC Vice President
for Administration, Mr. Alejandro Mateo (Mateo).9 These invoices
provided:
Interest of 12% per annum is to be charged on all overdue accounts, and a

sum equal to 25% of the amount due is further charged but in no case shall
be less than P50.00 for attorney’s fees and cost of collection in case of
suit.10

On January 26, 2004, Asiamed filed a Complaint11 against
DHLFMC and Anthony (petitioners) for sum of money, with prayer
for issuance of a writ of preliminary attachment, before the Regional
Trial Court, docketed as Civil Case No. 04108948. Asiamed alleged
that DHLFMC agreed to pay the total purchase price of
P31,000,000.00 no later than two (2) days from receiving the
machines. Despite receiving the machines on May 20, 2003 and July
17, 2003, DHLFMC only paid the amounts of P3,500,000.00 on July
25, 2003, P1,000,000.00 on September 16, 2003, and P800,000.00
on October 30, 2003.12 Asiamed demanded payment, but DHLFMC
refused to pay the balance.13
_______________
5 Id., at pp. 14-15.

6 CA Rollo, p. 29.
7 RTC Records, p. 29.
8 Id., at pp. 30-31.
9 Rollo, p. 216.
10 RTC Records, pp. 30-31.
11 Id., at p. 1.
12 Id., at pp. 3-5.
13 Id., at p. 5.

478

In their Answer, DHLFMC and Anthony alleged that the

purchase of the equipment was conditioned on the approval of a loan
from Planters Development Bank (Planters Bank). However, this
loan was not approved.14
The Regional Trial Court issued a Writ of Preliminary
Attachment15 dated January 30, 2004, and the Brachytherapy
equipment was pulled out by Sheriff Manuelito Viloria (Sheriff
Viloria) on February 2, 2004. Sheriff Viloria also placed other
medical equipment on constructive levy. Petitioners filed a motion to
discharge the writ of preliminary attachment, which the Regional
Trial Court denied. The Regional Trial Court also denied petitioners’
motion for reconsideration.16
After trial, the Regional Trial Court rendered a Decision dated
June 18, 200817 finding that the parties had entered into a Contract
of Sale and that the pieces of equipment subjects of the contract
were received by petitioners, who failed to pay the balance of the

contract:
With the foregoing, there is no dispute [that] the parties entered into the
Contract of Sale (Exh. “A” & Exh. “1”). The two medical equipment,
Brachytherapy machine and Blood irradiator were delivered to [petitioners]
who received them in good condition. [Asiamed]’s engineers installed said
machine[s] properly in [petitioner] hospital. As [petitioners] did not pay the
balance of P25.7 million, their lawyer resorted to dilatory schemes, like
raising the issues of excessive levy and oppressive manner of attachment.
The self-serving testimonies of Atty. Estaris and Dr. Reyes are irrelevant to
this case. Besides, there was no excessive levy as there are only 3 items
pulled out by Special Sheriff Mariano (Exh. “32”). The bulk of [petitioners’]
medical items were
_______________
14 Id., at pp. 155-156.

15 Id., at pp. 45-46.
16 Rollo, pp. 152-153.
17 Id., at pp. 47-49.

479
VOL. 837, AUGUST 23, 2017 479

by constructive levy only and were enforced by Sheriff Viloria of Br. 7

(Exhs. “30” & “31”). The said items are still in the possession of [petitioner]
hospital.18

The dispositive portion stated:
WHEREFORE, judgment is hereby rendered against [petitioners] who

are ordered to pay, jointly and severally, [respondent]:
a) the sum of P25.7 million representing the balance of the purchase
price with interest thereon at 12% per annum from October 28, 2003 until
fully paid;
b) the sum of P2.5 million for attorney’s fees; and
c) the costs of suit.
[Petitioners’] counterclaim is denied for lack of merit.
SO ORDERED.19

Thus, petitioners appealed to the Court of Appeals.
The Court of Appeals denied the appeal in its Decision20 dated

August 30, 2012. As understood by the Court of Appeals,
petitioners’ main argument was that the Contract of Sale had been
rescinded because a loan from Planters Bank was not approved.
However, the Court of Appeals found that the text of the Contract of
Sale did not support this contention. Further, even assuming that the
Planters Bank loan approval was a condition for the effectivity of the
Contract of Sale, petitioners did not prove that Planters Bank did not
approve the loan.21 On petitioner Anthony’s liability, the Court of
Appeals held that petitioners were estopped from raising the
separate juridical personality of DHLFMC as a
_______________
18 Id., at p. 48.
19 Id., at p. 49.
20 Id., at pp. 36-46.
21 Id., at pp. 40-41.

480

defense for Anthony. This was in consideration of petitioners’ denial

of the allegation that DHLFMC “[was] an entity representing itself
to be a corporation duly organized and existing,” stating that they
“never represented that [petitioner] DHLFMC [was] a corporate
entity duly organized and existing.”22
The Court of Appeals also granted respondent Asiamed’s motion
for substitution, allowing it to procure the appointment of an
administrator for the estate of petitioner Anthony, who passed away
during the pendency of the case:
Lastly, We note that [petitioner] Anthony Dee had already passed away,
without Us being informed by his counsel of such fact, in violation of Rule
3, Section 16 of the Rules of Court. Thus, the [respondent] filed a Motion
for Substitution of [petitioner] Anthony D. Dee praying that it be allowed to
procure the appointment of an administrator for the Estate of Anthony Dee
in accordance with the provisions of the Rules of Court. Considering that
[petitioner] Anthony Dee’s counsel has not given Us the name and address
of his legal representative or representatives, We, therefore, grant
[respondent]’s aforesaid motion.23 (Citation omitted)

The dispositive portion of this Decision read:
WHEREFORE, premises considered, the assailed Decision of the court a

quo is hereby AFFIRMED.
Further, [respondent]’s Motion for Substitution of Defendant-Appellant
Anthony D. Dee is GRANTED. [Respondent] is hereby ORDERED to
procure the appointment of an administrator for the estate of the deceased
within thirty (30) days from notice hereof.
SO ORDERED.24
_______________
22 Id., at pp. 43-44.

23 Id., at pp. 44-45.
24 Id., at p. 45.

481
VOL. 837, AUGUST 23, 2017 481

Thus, on March 25, 2013, petitioners filed this present Petition

assailing the Court of Appeals’ Decision and Resolution.25 In the
Resolution dated July 8, 2013, this Court denied the petition for
failure of petitioners to show any reversible error in the assailed
Decision and Resolution.26
On September 5, 2013, petitioners filed a Motion for
Reconsideration.27 In its Resolution dated November 13, 2013, this
Court required respondent to comment on the Motion for
Reconsideration.28
Respondent filed an Omnibus Opposition/Comment29 on
February 7, 2014. Petitioners filed their Reply on March 18, 2014.30
In a Resolution dated June 11, 2014, this Court gave due course to
this petition and required the parties to submit their respective
memoranda.31
In their Memorandum,32 petitioners insist that the Contract of
Sale was rescinded33 and that respondent conformed to this
rescission.34 The sale was conditioned on the loan application from
Planters Bank, which was not approved.35 By virtue of the
rescission, the parties should have been restored to their respective
positions before entering the Contract of Sale.36
Petitioners aver that petitioner Anthony should not have been
held jointly and severally liable for the breach of con-
_______________
25 Id., at p. 11.
26 Id., at p. 70.
27 Id., at pp. 71-82.
28 Id., at p. 83.
29 Id., at pp. 90-128.
30 Id., at pp. 140-149.
31 Id., at p. 150.
32 Id., at pp. 151-184.
33 Id., at p. 162.
34 Id., at p. 164.
35 Id., at p. 163.
36 Id., at pp. 165-166.

482

tract, invoking the separate personality of a corporation.37 They

point out that no mention was made of petitioner Anthony’s personal
liability and that the officers of a corporation are generally not liable
for the consequences of their acts done on behalf of the
corporation.38 Further, respondent did not prove that petitioner
Anthony acted with bad faith or malice.39
Petitioners argue that the Court of Appeals and the Regional Trial
Court erred in finding them liable for interest, penalty charges, and
attorney’s fees based on Delivery Invoice Nos. 2680 and 2683,
which stipulated:
Interest of 12% per annum is to be charged on all overdue accounts, and a

sum equal to 25% of the amount due is further charged but in no case shall
be less than P50.00 for attorney’s fees and cost of collection in case of
[suit]. The herein listed below are shipped at the buyer’s risk and cost of
goods remain the property of ASIAMED SUPPLIES & EQUIPMENT
CORP. until paid in full.40

Petitioners claim that these are in the nature of contracts of
adhesion. The delivery invoices were unilaterally prepared by
respondent, without petitioners’ conformity.41 These stipulations
attempted to modify the Contract of Sale. However, petitioners insist
that the delivery invoices cannot be deemed to have modified the
Contract of Sale, considering that they lacked the informed consent
of petitioner DHLFMC.42 In any case, the penalty stipulated in the
delivery invoices was unconscionably high and should be reduced.43
_______________
37 Id., at p. 166.
38 Id., at p. 167.
39 Id., at p. 168.
40 Id., at p. 169.
41 Id., at p. 170.
42 Id., at p. 171.
43 Id., at p. 172.

483
VOL. 837, AUGUST 23, 2017 483

Petitioners point out that there was an attachment, which

petitioner repeatedly demanded to be set aside. By virtue of this
attachment, there were four (4) pieces of medical equipment,
including the Brachytherapy subject of the Contract of Sale, that
were placed in the custody of respondent, which had a total value of
P37,420,983.25.44 In relation to this, there was an attachment bond
posted in the amount of P27,000,000.00 on behalf of respondent.
The Regional Trial Court was informed on March 23, 2006 that the
attachment bond expired. Despite this, the Regional Trial Court did
not immediately set aside the attachment and only did so on August
22, 2007.45 However, the pieces of medical equipment are still in the
possession of respondent. Thus, petitioners insist that it is unfair to
require petitioner DHLFMC to pay the amount of P25,700,000.00.46
Petitioners claim that there was no basis for the attorney’s fees
awarded to respondent.47 Finally, petitioners insist they are entitled
to the grant of their counterclaims48 as respondent initiated the case
against petitioners prematurely as a form of harassment.49 As for the
appointment of an administrator for the estate of deceased petitioner
Anthony, petitioners allege that it would be superfluous and dilatory,
considering that his surviving spouse, Carmelita Dee, represents
him.50
On the other hand, respondent argues in its Memorandum51 that
the Contract of Sale was not rescinded.52 The disapproved loan from
Planters Bank has no effect on the Contract of Sale,
_______________
44 Id., at p. 173.
45 Id., at pp. 172-173.
46 Id., at p. 173.
47 Id., at pp. 173-175.
48 Id., at p. 175.
49 Id., at p. 179.
50 Id., at p. 180.
51 Id., at pp. 186-223.
52 Id., at p. 197.

484

considering it was not even mentioned there.53 Respondent insists

that rescission was not proven during trial54 and adds that the issues
of the attachment are irrelevant to their claim for the collection of a
sum of money.55 It claims that petitioners were properly held liable
for the amount of P25,700,000.00 considering that they only paid
P5,300,000.00 out of the total P31,000,000.00 agreed upon in the
Contract of Sale.56 As for the 12% interest on all overdue accounts
and the 25% attorney’s fees, respondent maintains that petitioners
agreed to these provisions when they signed the delivery invoices.57
Petitioner Anthony was properly held jointly and severally liable
together with petitioner DHLFMC because of his patent bad faith in
not paying the amount stipulated in the Contract of Sale.58 The
circumstances in this case are among the instances when an officer
may be held jointly and severally liable with the corporation sued.59
Respondent points out that petitioner Anthony raised this issue for
the first time on appeal.60 Finally, it asserts that the petition was filed
without valid substitution of parties under Rule 3, Section 16 of the
Rules of Court.61 The petition was signed by petitioner Anthony’s
purported widow. However, there was no showing that she was
designated and qualified as the administrator of the estate of
petitioner Anthony.
The issues for this Court’s resolution are as follows:
First, whether or not the Contract of Sale was rescinded;
_______________
53 Id.
54 Id., at p. 200.
55 Id., at p. 206.
56 Id., at p. 213.
57 Id., at p. 214.
58 Id., at p. 220.
59 Id., at p. 219.
60 Id., at p. 220.
61 Id., at p. 222.

485
VOL. 837, AUGUST 23, 2017 485

Second, whether or not petitioner Anthony Dee was properly held

solidarily liable with petitioner Dee Hwa Liong Foundation Medical
Center;
Third, whether or not the interest rate and attorney’s fees
stipulated in the delivery invoices are binding on the parties; and
Finally, whether or not the Court of Appeals erred in granting
respondent Asiamed Supplies and Equipment Corporation’s motion
to procure the appointment of an administrator for the estate of
deceased petitioner Anthony Dee.
This Court denies the petition.

I

Only questions of law are allowed in a petition for review under
Rule 45 of the Rules of Court.62 It is a general rule that factual
findings of the Regional Trial Court are conclusive, especially when
they have been affirmed by the Court of Appeals. The factual
findings of the Court of Appeals bind this Court. Although
jurisprudence has provided several exceptions to this rule,
exceptions must be alleged, substantiated, and proved by the parties
so this Court may evaluate and review the facts of the case.63
Here, the Court of Appeals made a factual determination that the
effectivity of the Contract of Sale did not depend on any alleged
loan application from Planters Bank. It relied on the evidence
presented, particularly the Contract of Sale, which did not mention
any loan from Planters Bank.64 Petitioners assail this determination,
insisting that respondent was aware that the Contract of Sale was
conditional. Petitioners cite the testimony during cross-examination
of respon-
_______________
62 RULES OF COURT, Rule 45, Sec. 1.

63 Pascal v. Burgos, G.R. No. 171722, January 11, 2016, 778 SCRA 189, 191
[Per J. Leonen, Second Division].
64 Rollo, p. 40.

486

dent’s vice president for sales, Edward Dayao (Dayao), where he

said that he “was told that there was supposed to be a P200 million
loan with Planters [Bank].”65 Petitioners cite respondent’s vice
president for operation, Onofre Reyes (Reyes), who testified that
Dayao directed him to modify the earlier agreement with petitioner
Anthony, in light of the alleged disapproved loan:
A Before Mr. Dee went to the United States of America, there w[as a] series
of talks between Mr. Dayao, between us and Mr. Dee. Mr. Dee, since he
can no longer pay because of what happened to the bank that the loan
was no longer approved, Mr. Dee wanted to return the machine. There
was [a] series of talks that took place about the returning of the
machine[,] sir.
Q And what was the reaction of Mr. Dayao to this?
A Mr. Dayao is amenable provided he will no longer return the initial
payment made by Mr. Dee.
Q So what happened?
A He caused me to make a letter pertaining to that kind of transaction[,]
sir.66

However, the above mentioned letter drafted by Reyes pertaining
to the modification of the earlier agreement remained unsigned.67
Nonetheless, petitioners refer to the draft as evidence that rescission
was being undertaken and argue that respondent’s demand for the
balance of the obligation was consequently premature.68
Petitioners have failed to show how the Court of Appeals’ factual
determination based on the evidence presented is an error of law.
Indeed, petitioners’ argument that respondent
_______________
65 Id., at p. 162.
66 Id., at pp. 164-165.
67 Id., at p. 165.
68 Id.

487
VOL. 837, AUGUST 23, 2017 487

was aware of the conditionality of the contract hinges on an

appreciation of evidence. Petitioners have failed to allege, sub-
stantiate, or prove any exception to the general rule allowing only
questions of law to be raised in a petition for review so that this
Court may evaluate and review the evidence presented and the facts
of the case.

II

On petitioner Anthony’s liability, the Court of Appeals found that
petitioners admitted that they never represented that petitioner
DHLFMC is a corporate entity with separate personality from
petitioner Anthony. Thus, they are estopped from raising its separate
personality as a defense for petitioner Anthony:
It is important to remember, however, that [respondent]’s complaint

alleged, among other things, that “[petitioner] DEE HWA LIONG
FOUNDATION MEDICAL CENTER, is an entity representing itself to be a
corporation duly organized and existing under and by virtue of the laws of
the Republic of the Philippines.” In reply thereto, [petitioners] answered
that “[petitioners] deny the allegations relating to the corporate
circumstances of [petitioner] DHLFMC in paragraph no. 2 of the
Complaint, . . . the truth being that the [petitioners] never represented
that [petitioner] DHLFMC is a corporate entity duly organized and
existing under and by virtue of the laws of the Republic of the
Philippines[.]” From the foregoing, it cannot be denied that the [petitioners]
are estopped from raising a corporation’s separate juridical personality as a
defense to shield [petitioner] Anthony Dee from any liability.69 (Emphasis
supplied, citations omitted)
_______________
69 Id., at pp. 43-44.

488

Petitioners do not dispute that they specifically denied the

allegation regarding petitioner DHLFMC’s corporate circumstances.
Petitioners fail to show how the Court of Appeals’ appreciation of
this specific denial is an error of law. Petitioners merely insist that
petitioner Anthony was not shown to have acted in bad faith, and
thus, cannot be held solidarily liable with petitioner DHLFMC.70
However, petitioners do not point to anything on record to counter
their own specific denial that would establish DHLFMC’s existence

as a corporation with separate juridical personality. Thus, this argu-
ment must fail.

III

Petitioners argue that respondent unilaterally imposed the interest
and penalty charges.71 However, they do not dispute that these
charges were specifically provided for in the delivery invoices,
which they signed. The Court of Appeals did not mention the
stipulations on interest and penalty contained in the delivery
invoices; thus, it can be gathered that they sustained the Regional
Trial Court, which held:
The 12% interest and 25% attorney’s fees in case of litigation are
explicitly sta[t]ed in the sales and delivery invoices. “Art. 1159. Obligations
arising from contracts have the force of law between the contracting parties
and should be complied with in good faith.” (Civil Code of the Philippines)
As there is no written agreement to rescind, [respondent] is not bound by
[petitioners]’ notice of rescission. “Art. 1308.—The contract must bind
both contracting parties; the validity or compliance cannot be left to the will
of one of them.” (Ibid.) All told, plaintiff has established a preponderance of
evidence in its favor. Interest shall accrue from October 28, 2003 when
formal
_______________
70 Id., at pp. 167-169.

71 Id., at pp. 171-172.

489
VOL. 837, AUGUST 23, 2017 489

demand was made while lawyer’s fee will be toned down to about 10% of
the amount due.72

Both the Regional Trial Court and the Court of Appeals found
that the delivery invoices formed part of the Contract of Sale.
Petitioners claim that the delivery invoice receipts signed by
petitioner Anthony and Mateo could not modify or be considered
part of the Contract of Sale.
A contract may be contained in several instruments with non-
conflicting terms. In BF Corp. v. Court of Appeals:73
A contract need not be contained in a single writing. It may be collected

from several different writings which do not conflict with each other and
which, when connected, show the parties, subject matter, terms and
consideration, as in contracts entered into by correspondence. A contract
may be encompassed in several instruments even though every instrument is
not signed by the parties, since it is sufficient if the unsigned instruments are
clearly identified or referred to and made part of the signed instrument or
instruments. Similarly, a written agreement of which there are two copies,
one signed by each of the parties, is binding on both to the same extent as
though there had been only one copy of the agreement and both had signed
it.74 (Citations omitted)

Petitioners claim that the delivery invoice receipts are contracts
of adhesion and that they were unwittingly signed, without informed
consent.75 However, it is not disputed that the delivery invoices
provided for the interest and attorney’s fees or that petitioner
Anthony and Mateo signed these
_______________
72 Id., at p. 49.
73 351 Phil. 507; 288 SCRA 267 (1998) [Per J. Romero, Third Division].
74 Id., at p. 523; pp. 283-284.
75 Rollo, p. 171.

490

invoices.76 Thus, the Regional Trial Court and the Court of Appeals
ruled that the parties mutually agreed to the interest and attorney’s
fees as a factual matter. Although petitioners allege that these
invoices lacked petitioner DHLFMC’s informed consent, there is no
attempt to prove this. It is also not proven that the stipulations were
somehow hidden or obscured such that DHLFMC could not have
read them, making it impossible for DHLFMC to agree to the terms.
In any case, it is a question of fact, which is not proper for review in
a petition for review. Absent any other factual or legal basis, the
mere allegation that the documents were signed without the
informed consent of petitioner DHLFMC will not suffice to cause
this Court to review these documents.
Petitioners claim that the circumstances of the attachment
aggravate respondent’s undue enrichment at petitioner DHLFMC’s
expense.77 However, the circumstances of the attachment do not
affect the validity of the Contract of Sale. Petitioners provide no

legal basis for reversing the assailed decision based on the manner in
which the attachment was carried out.

IV

Finally, the Court of Appeals’ order that respondent be allowed
to procure an administrator for the estate of petitioner Anthony78
was based on Rule 3, Section 16 of the Rules of Court, which
provides:
Section 16. Death of party; duty of counsel.—Whenever a party to a

pending action dies, and the claim is not thereby extinguished, it shall be the
duty of his counsel to inform the court within thirty (30) days after such
death of the fact thereof and to give the name and
_______________
76 Id., at pp. 216-217.

77 Id., at p. 172.
78 Id., at pp. 44-45.

491
VOL. 837, AUGUST 23, 2017 491

address of his legal representative or representatives. Failure of counsel to

comply with this duty shall be a ground for disciplinary action.
The heirs of the deceased may be allowed to be substituted for the
deceased, without requiring the appointment of an executor or administrator
and the court may appoint a guardian ad litem for the minor heirs.
The court shall forthwith order said legal representative or
representatives to appear and be substituted within a period of thirty (30)
days from notice.
If no legal representative is named by the counsel for the deceased party,
or if the one so named shall fail to appear within the specified period, the
court may order the opposing party, within a specified time, to procure the
appointment of an executor or administrator for the estate of the deceased
and the latter shall immediately appear for and on behalf of the deceased.
The court charges in procuring such appointment, if defrayed by the
opposing party, may be recovered as costs.

Petitioners fail to show how the application of the Rules of Court
was an error of law. The only basis for petitioners’ objection to the
order requiring the appointment of an administrator for the estate of

petitioner Anthony is a liberal interpretation of the rules.79 Thus,
their argument fails.
WHEREFORE, the petition is DENIED. The Court of Appeals’
Decision dated August 30, 2012 and Resolution dated January 23,
2013 in C.A.-G.R. CV No. 91410 are AFFIRMED.
SO ORDERED.
Velasco, Jr. (Chairperson), Bersamin, Martires and Gesmundo,

JJ., concur.
Petition denied, judgment and resolution affirmed.
_______________
79 Id., at p. 180.

492

Note.—It is well-settled that only questions of law may be raised

in a petition for review on certiorari under Rule 45 of the Rules of
Court. (OKS DesignTech, Inc. vs. Caccam, 765 SCRA 433 [2015])

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4/5/2020 SUPREME COURT REPORTS ANNOTATED 837

G.R. No. 205638. August 23, 2017. *

Remedial Law; Civil Procedure; Appeals; Petition for Review on

VOL. 837, AUGUST 23, 2017 475

PETITION for review on certiorari of the decision and resolution of

1 Rollo, pp. 11-35.

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Decision2 and the January 23, 2013 Resolution3 of the Court of

Gammacell Elan 3000 blood irradiator (collectively, the machines)

VOL. 837, AUGUST 23, 2017 477

forelisted and DEE HWA LIONG FOUNDATION MEDICAL CENTER, at

Interest of 12% per annum is to be charged on all overdue accounts, and a

5 Id., at pp. 14-15.

478 SUPREME COURT REPORTS ANNOTATED

In their Answer, DHLFMC and Anthony alleged that the

were received by petitioners, who failed to pay the balance of the

14 Id., at pp. 155-156.

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by constructive levy only and were enforced by Sheriff Viloria of Br. 7

WHEREFORE, judgment is hereby rendered against [petitioners] who

The Court of Appeals denied the appeal in its Decision20 dated

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defense for Anthony. This was in consideration of petitioners’ denial

WHEREFORE, premises considered, the assailed Decision of the court a

22 Id., at pp. 43-44.

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Thus, on March 25, 2013, petitioners ﬁled this present Petition

482 SUPREME COURT REPORTS ANNOTATED

tract, invoking the separate personality of a corporation.37 They

Interest of 12% per annum is to be charged on all overdue accounts, and a

VOL. 837, AUGUST 23, 2017 483

Petitioners point out that there was an attachment, which

484 SUPREME COURT REPORTS ANNOTATED

considering it was not even mentioned there.53 Respondent insists

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Second, whether or not petitioner Anthony Dee was properly held

62 RULES OF COURT, Rule 45, Sec. 1.

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dent’s vice president for sales, Edward Dayao (Dayao), where he

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was aware of the conditionality of the contract hinges on an

It is important to remember, however, that [respondent]’s complaint

69 Id., at pp. 43-44.

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Petitioners do not dispute that they speciﬁcally denied the

their own speciﬁc denial that would establish DHLFMC’s existence

70 Id., at pp. 167-169.

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A contract need not be contained in a single writing. It may be collected

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affect the validity of the Contract of Sale. Petitioners provide no

Section 16. Death of party; duty of counsel.—Whenever a party to a

76 Id., at pp. 216-217.

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address of his legal representative or representatives. Failure of counsel to

order requiring the appointment of an administrator for the estate of

Velasco, Jr. (Chairperson), Bersamin, Martires and Gesmundo,

Petition denied, judgment and resolution afﬁrmed.

492 SUPREME COURT REPORTS ANNOTATED