HDMF vs. CA

HDMF vs. CA

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Topic: Article 1374; Interpreted Together

That this AGREEMENT takes effect on January 1, 1985 up to December 31, 1985, provided however, that either party who desires to terminate the contract may serve

Petitioner: Home Development Mutual Fund and Marilou Adea-

the other party a written notice at least thirty (30) days in advance.

Protor Respondent: Court of Appeals and Dra. Cora J. Virata and Associates, Inc.

Service contract includes this stipulation:

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On December 16, 1985, Dra. Cora J. Virata wrote petitioner Marilou O. Adea-Proctor, to inform that she (Dra. Cora J. Virata) was assuming from their (petitioners) silence that

SHORT ANSWERS:

subject Agreement was renewed for the succeeding period,

1. Where did the problem start: When petitioner sent a letter stating that they will no longer need the services of private respondent through a letter dated December 23, 1985 which

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Adea-Proctor notified Dra. Cora J. Virata of the termination

is in violation of the contract (termination must be made 30

of the contract in question upon its expiration on December

days in advance) 2. Who was chasing who: HDMF was chasing Dra. Virata and Associates, Inc. 3. What is the contract: Consultancy agreement

from January 1, 1986 to December 31, 1986. In her Reply-letter, dated December 23, 1985, petitioner

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31, 1985 But such letter-reply was formally and actually received by

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the private respondents only on January 9, 1986. In the Complaint filed on January 15, 1986, private

RELEVANT ARTICLE:

respondents averred that petitioners’ sudden and

Art. 1374. The various stipulations of a contract shall be interpreted

which requires a written notice thirty (30) days in advance,

together, attributing to the doubtful ones that sense which may result from all of them taken jointly. (1285) FACTS: 

CONVIR and Associates, Inc. and the petitioner, Home

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Development Mutual Fund (HDMF) Entered into a CONSULTANCY AGREEMENT by virtue of which the former obligated itself to render medical services to the employees of HDMF.

unexpected termination of the Consultancy Agreement,

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did not conform therewith. RTC ruled in favor of private respondent CA affirmed the decision made by the RTC Petitioners’ appeal and show their reliance on the first clause of the aforementioned stipulation (That this AGREEMENT takes effect on January 1, 1985 up to December 31, 1985)

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claiming that the CA erred in its decision. It is petitioners’ submission that the first clause referred to is independent, distinct and separate from the said proviso, such that upon the expiration of the period stated in

the first clause, the Consultancy Agreement ceased to have

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Article 1374 of the New Civil Code, on the other hand,

any binding effect between the contracting parties even

requires that The various stipulations of a contract shall

though they (petitioners) did not give any written notice of

be interpreted together, attributing to the doubtful ones

termination at least thirty (30) days in advance.

that sense which may result from all of them

ISSUE: WON petitioners’ reliance on [only] the first clause of the

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taken jointly. Conformably, to ascertain the true meaning or import of the controverted provision of subject Consultancy

aforementioned agreement is correct

Agreement, its entirety must be considered; not merely HELD:  

No Time-honored is the rule that in the construction of an

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the first clause. Consequently, petitioners’ interpretation solely based on the first clause, and which completely

instrument where there are several provisions or

ignored the second clause under scrutiny, cannot

particulars, such a construction is, if possible, to be

be upheld.

adopted as will give effect to all.