Motion For Reconsideration (D.M. Ferrer)

 

Republic of the Philippines  National Capital Judicial Region Regional Trial Court Quezon City Branch 97 D.M. FERRER and ASSOCIATES CORPORATION, Plaintiff,

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ersus !

Ciil Case No" Q!#$!%&%'(

UNIVERSITY OF SANTO TOMAS HOSPITAL, INC. and UNIVERSITY OF SANTO TOMAS represented by ts RECTOR REV. FR. ROLANDO V. DELA ROSA, O.P., )efendants" *!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!*

MOTION FOR RECONSIDERATION

P+-NT-.., by counsel and unto this /onorable Court, 0ost respectfully 0oes for reconsideration reconsiderat ion of the 1rder of this Court dated ugust 2, &##$, a copy of 3hich, 3as receied  by the undersigned la3 fir0 on ugust 44, &##$ and states, iz5 PR6.T1R The disputed 1rder dis0isses the co0plaint against 8niersity of anto To0as on t3o :&; grounds5 grounds5 a; That the the co0plaint co0plaint states states no cause cause of action action as against against 8T< and, and, b; That the the clai0 is unenforceable under the tatute of .rauds" 1n the first first ground, the Court Court held that there there 3as no priity priity of contract contract bet3een bet3een the  plaintiff, )"=" .errer and 8T as can be gleaned fro0 the docu0ent appended in the co0plaint" n e>cerpt of the 1rder pertaining to the argu0ents of the Court in support of this finding is hereto ?uoted erbati0, iz5

@Guided by this Rule and jurisprudence, this Court, after a closed perusal of the do docum cumen ents ts submit submitted ted in suppo support rt of the Compl Complain aint  t   , cannot consider defendant-mo defend ant-movant vant as a real party party in interest interest in this case. case. It is clearly clearly noted that the name of defendant-movant UST does not appear in any manner or form form in the  Project ana!ement "ontract entered into by and a nd bet#een defendant UST$I a and nd the plaintiff, #hich #hich "ontract is the principal subject subject matter of this case. %i&e#ise does it appear that a representat representative ive of defendant-movant defendant-movant UST si!ned or had any  participation in the preparation and e'ecution of the same "ontract.  An even closer look into the other Complaint attachments  #ould reveal that the plaintiff plaintiff directly direc tly dealt #ith #ith defendant UST$I UST$I and not #ith defen defendant-m dant-movant ovant UST. Thus defendant-movant UST cannot be a real party in interest in the instant case.A case. A :/ighlighting, supplied;

 

"#& otion "#& otion (or Reconsideration Reconsideration

The court also obsered that the 8T and 8T/- hae separate and distinct personalities and held that the 0ere fact that it appears that there 0ay be interlocing directors andor officers does not in the 3ords of the Court @3eaen the corporate status of both corporations as being separate and distinct fro0 each otherA" The &nd ground relied upon by the court in dis0issing the co0plaint against 8T is the  perceied unenforceability of 8TDs co00it0ent to pay the plaintiff since the assurance 3as not 0ade in 3riting, hence unenforceable under the statute of frauds" Ee hu0bly tae e>ceptions to the ruling of this Court dis0issing the co0plaint against 8T, hence this 0otion for reconsideration"

AR!UMENTS

Ee sub0it the /onorable Court co00itted serious errors in la3 in dis0issing the co0plaint against 8T on the ground that the co0plaint failed to state a cause of action" The upre0e Court, in the long line of decisions, held that5

)*hen the !round for dismissal dismissal is that the complaint stat states es no cause of action, actio n, such fact can be determined determined only from the facts alle!ed in the complaint. complaint. +   Mindanao Realty Corp. vs. Kintanar, et al., L-11!", #ovember $%, 1&'"( and  from no other +  Marabill  Marabilles es vs. )uito, 1%% *hil. '+ oncato vs. iason, et al., L"& "&%& %&+, +, e ept pt.. !, 1& 1&/! /!(( and the court court cannot cannot consid consider er other other matter matterss ali aliunde unde +   alvadorr vs. 0rio, L-"!$!", May "&, 1&% . This implies that the issue must be  alvado  passed upon on the basis of the alle!ations assumin! them to be true and the court cannot inuire into the truth of the alle!ations and declare them to be false, other# oth er#ise ise it #ould be a proced procedura urall error error and a deniea denieall of due proces processs to the  plaintiff. + entura entura vs. ernabe, L-"''&, L-"''&, April $%, 1&1 2aleon vs. 2aleon, et al., L-$%$/%, 0eb. "/, 1&$(.  

)In determinin determinin! ! #hether #hether an initiator initiatoryy pleadin! pleadin! states states a cause of action, action,

)thee test is as follo# )th follo#s s admitt admittin! in! the truth truth of the facts facts alle!ed, alle!ed, can the court render a valid jud!ment in accordance #ith the prayer/0  prayer/0   To be taen taen into into account are only the 0aterial allegations in the co0plaint " e#trane$%s &a'ts and  'r'%(stan'es 'r'%(s tan'es $r $t)er (atters (atters a*%nde a*%nde are n$t '$nsdered. '$nsdered. +Sps. epeda et et a*. -s. C)na an/n0 C$rp$rat$n, !.R. N$. 123124, O't$ber 5, 36678

 

.12 otion (or Reconsideration

 del delibe iberat ratee readin reading g of the disputed disputed 1rder 3ill reeal that the Court relied relied on the docu0ents appended or anne>ed to the co0plaint" co0plaint" -n fact, the court een candidly ad0itted that it did rely on the ProFect ProFect =anage =anage0ent 0ent Contract Contract attached attached as nne> @A to the Co0plaint" Co0plaint" Ee respec res pectfu tfully lly sub0it sub0it the court court co00it co00itted ted seriou seriouss error error in rel relyin ying g on the att attach0 ach0ents ents to the Co0plaint Co0pl aint instead instead of e>a0ining e>a0ining the Co0plaint itself" itself" The court, in ad0itting ad0itting candidly candidly that it  based its findings on the contract bet3een the parties in resoling 3hether the co0plaint states no cause of action action,, co00i co00itte tted d seriou seriouss reers reersibl iblee error, error,

The long line of Furisp Furisprud rudence ence in

interpreting Rule 4% par :g; states that only the allegations in the co0plaint should be considered in resoling the issue issue N) N1N6 1T/6R" -n other 3ords, it 3as sheer error for the Court to consider other docu0ents apart fro0 the Co0plaint Co0plaint itself" The decisions of the the upre0e Court are ery e0phatic on this point, that is, only 0aterial allegations in the co0plaint itself should be considered and no other"

The only e>ception to the foregoing rule is proided proided under Rule 9 ec" 4, i"e", 3here the 0otion to dis0iss on this ground could be filed during the trial in 3hich case the eidence  presented 3as to be considered" This scenario is not obtaining in this case because no ans3er and hearing hae yet been conducted"

Be that as it 0ay, the upre0e Court issued a proscription in the case of M*tante -s. Anter$, et a*., L32596, :%ne 16, 1521 < that is, that courts should e>ercise ut0ost care and

circu0spection in passing upon 0otions to dis0iss based on the aforesaid ground" The test is 3hether assu0ing the allegations of the fact in the co0plaint, a alid Fudg0ent could be rendered in accordance accordance 3ith the prayer in the co0plaint" co0plaint" Ehere the allegati allegations ons are sufficient sufficient but the eracity of the facts are assailed, the 0otion to dis0iss should be denied and the court should order the defendant to ans3er"

ince this /onorable Court in fact ad0itted that it considered e>traneous 0atters other than the Co0plaint in resoling the 0otion, 3e hu0bly urge the Court to seriously reconsider its 1rder and reerse its earlier ruling dis0issing the co0plaint against 8T" Clearly, the disputed 1rder is not in accord 3ith the Rules and Furisprudence interpreting Rule 4%"

 

.13 otion (or Reconsideration

Ee are a3are that in arriing at its resolution, the Court discussed 0atters such a real  party in interest and held the absence of priity of contract bet3een plaintiff and defendant 8T" Ee tae e>ception e>ception to the courtDs ruling" ruling" uffice uffice it to state that in the Co0plaint, Co0plaint, plaintif plaintifff has alleged the issue of interlocing directors that 0ay pierce the eil of corporate fiction and thus 0ay hold 8T liable to plaintiff" Plaintiff has lie3ise lie3ise alleged that at seeral ti0es and in their conferences 3ith Re .r" Rector Rolando G" )ela Rosa, the latter has assured plaintiff that 8T 3ill pay its indebtedne indebtedness" ss" This allegatio allegation n further connects connects the assu0ed assu0ed liability liability of 8T to  plaintiff" Ehether this is true or not is a 0atter of eidence e idence and deseres consideration during a full blo3n blo3n trial" uffice uffice it to state again again that these 0atters 0atters 3ere alleged in the Co0plaint and since no other 0atter should be considered, 3e hu0bly sub0it the co0plaint stated a cause of action against 8T"

/o3eer, since the 0atter of real party in interest 3as discussed by the /onorable Court, if only to further conince the court to reerse its ruling and to proe that indeed 8T and 8T/- are one and the sa0e insofar as their liability to plaintiff is concerned andor that 8T in fact assu0ed the pay0ent of liability to plaintiff, plaintiff, allo3 us to dele on the follo3ing 0atters"

This /onorable Court opined that 8T and 8T/- are t3o separate corporate entities" Ehile it 0ay be so insofar as their separate 6C licenses are concerned, please consider the follo3ing docu0ents5

a; ecretaryDs Certificate dated dated =ay 9, &##7 !!!! nne> @A hereof   b; ecretaryDs Certficate dated =ay ', &##7 !!!!!!nne> @BA hereof  c; +etter +etter dated =arch 42, &##7 !!!!!!!! !!!!!!!! nne> @CA hereof 

+et +et us e>a0i e>a0ine ne Ann ecretaryD ryDss Certif Certifica icate te e>ecut e>ecuted ed by Re" Re" .r" -si -sidro dro C" Anne# e# ;A>>" The i0port i0port of this docu0ent un0ista un0istaably ably reeals reeals that in reality reality 3hile 8T/- is a corporation separate and distinct fro0 8T, the latter has the po3er of control to run the affairs and 0anage the for0er"

 

.14 otion (or Reconsideration

+et us no3 go to Anne# ;ecuted by .r" lbano, the highlight of 3hich proides that 8T grants consent to the unconditional assign0ent preiously 0ade by 8T/- of all the properties as collateral to a Php ' Billion loan being obtained by 8T/8T /- fro0 the )eelop )eelop0en 0entt Ban of the Philipp Philippine ines" s"

The bacdrop bacdrop of thi thiss ecret ecretary aryDs Ds

Certif Cer tifica icate te 3as preious preiously, ly, 8T ceded ceded to 8T/8T/- by 3ay of assign assign0en 0entt all the 0oabl 0oablee  properties so that 8T/- 3ill be able to use this as security for the loan it 3as negotiating 3ith the )PB and other financial bans" By irtue of this Certificate, 8T rati ratifies fies or consents to to the act of 8T/- in using the properties of 8T as security for the loan"

.inally, Anne# ;C< 3hich is a letter signed by no less than the rchbishop of =anila, Haudencio B" Cardinal Rosales, interceding for and in behalf of the )o0inican fathers of 8T and the 8T/- to the ecretary ecretary of tate of the Gatican City, the endorse0ent of the applicatio application n for a loan by 8T/-"

ll of the three docu0ents docu0ents proe that it is actually actually 8T 3hich controls controls 8T/-" 8T/-" nd 3hile the ProFect =anage0ent Contract is 3ith 8T/-, in reality, plaintiff dealt 3ith 8T" Recent eents hae in fact proen that 8T/- had actually passed a Board Resolution shortening its ter0 of e>istence in co0pliance 3ith the 3ishes of 8T as the latter 3ill in fact create another corporation 3hich 3ill 0anage 8T/-" This fact 3as alleged in plaintiffDs co0plaint"

fter 8T/- passed and approed a board resolution shortening its corporate e>istence, the subse?uent eents confir0ed confir0ed the role of 8T in dealing 3ith 3ith the plaintiff" /ence, plaintiffDs allegation in his Co0plaint that thereafter 8T assured hi0 that it 3ill pay its obligations to hi0" This brings us no3 to the &nd ground 3hich is the perceied unenforceability of the co00it0ent of the 8T to plaintiff allegedly because of the absence of a 3ritten agree0ent"

PlaintiffDs allegation in his Co0plaint particularly under paragraphs 44, 4&, 4', 42, 4( I 4%, plaintiff detailed his transactions 3ith 8T thru .r" Rector )ela Rosa, 3ho during a series of negotiations 3rote plaintiff a letter stating that they 3ere Fust in the process of erifying and cross!checing the records regarding regarding the clai0 clai0 of plaintiff" The i0plication i0plication of the the letter is that 8T 3as Fust erifying the clai0 and that it does not in any 3ay repudiates the contract" Thereafter, a conference held on .ebruary 4$, &##$ 3as held and assurances of pay0ent 3ere 0ade to plaintiff, albeit erbal"

 

.15 otion (or Reconsideration

 3ritten undertaing to assu0e obligations by 8T ca0e out fro0 the Garsitarian, its official offi cial school publicati publication" on" -t clearly clearly states therein that 3ith the dissoluti dissolution on of the Furidical Furidical  personality of 8T/- and the conco0itant resignation of its officers, 8T shall tae oer and assu0e its obligations" Please refer to nne> @)A"

Ee hu0bly tae e>ception to the findings of the Court that the assu0ed obligation of 8T to plaintiff is is unenforceable under the tatute of . .rauds" rauds" ssu0ing ar!uendo that there 3as indeed no 3ritten agree0ent, 3e sub0it the present scenario is 3ithin the e>ception on the applic app licabi abilit lity y of the tatut tatutee of .rauds" .rauds"

Be it re0e0b re0e0bere ered d that that thi thiss is already already an e>ecut e>ecutory ory

contract, the contract had been e>ecuted, constructions and innoations on certain portions of the hospital hospi tal hae been installed installed,, partial pay0ents pay0ents hae been 0ade" The tatute tatute of .rauds do not apply to partially e>ecuted or e>ecuted contracts" /ence, it is not applicable in the instant case"

8==T-1N

ll told 3ith all due respect, 3e sub0it it 3as serious reersible error on the part of the court to dis0iss the case against 8T on the basis of the anne>ed docu0ents to the Co0plaint" -n the the light light of the the hones honestt ad ad0i 0iss ssio ion n of this this Cour Courtt th that at it co cons nsid ider ered ed e>tra e>trane neou ouss 0att 0atter ers, s,  particularly the anne>es of o f the Co0plaint, in the consideration of the 0otion to dis0iss upon the allegation of failure to state a cause of action in the co0plaint, it behooes upon this /onorable Court to correct correct itself" itself" Rule 4% :g; is ery e>plicit e>plicit on the 0atter, only the alleg allegation ationss in the co0plaint shall be considered by the Court in the resolution of a =otion To )is0iss grounded on failure to state a cause of action"

Ehile 3e are consistent in our position that only allegations in the Co0plaint should be considered, nonetheless in ie3 of the discussion of this Court on real party in interest, 3e are constrained to go along 3ith the discussion, if only to sho3 the relationship bet3een 8T and 8T/-, i"e" that they are one and the sa0e and therefore 8T is indeed a real part in interest" Eith the docu0ents no3 attached to this =otion for Reconsideration, it is our ferent re?uest that this /onorable Court 3ill reconsider its earlier ruling and reerse itself"

 

.16 otion (or Reconsideration

-t is true that 8T 3as not a signatory to the ProFect =anage0ent Contract, ho3eer, by its o3n actions of shortening the ter0 of 8T/-Ds e>istence, of responding and conferring 3ith the plaintiff, coupled 3ith its assurances that it 3ill assu0e the obligations of 8T/-, and at its assertions to control and 0anage and een to establish a subsidiary that 3ill henceforth 0anage and control the operations of the 8T/-, 8T un0istaably dragged itself into the controersy" .airness and Fustice dictate it cannot no3 be allo3ed to hide behind the 0antle of corporate fiction and clai0 it is a separate Furidical entity fr fro0 o0 8T/-" The reality is 8T/- is is controlled  by 8T" +astly, 3e sub0it it does not spea 3ell for catholic educational institution and 3hich holds the distinction of being the oldest learning institution, a uniersity at that, to turn its bac fro0 its obligations obligations 3hen it had in fact clearly benefited fro0 it" it" -ndeed it leaes a ery bad tast tastee in the 0outh" PR6R  E/6R6.1R6 pre0ises considered, it is 0ost respectfully prayed of this /onorable Court that its 1rder dated ugust 2, &##$ dis0issing the case against 8T be recalled and reersed and that 8T and 8T/- be ordered to file their respectie ns3er to the Co0plaint" uch other reliefs, Fust and e?uitable, are lie3ise prayed for" ugust 49, &##$ P)-++ =R-HN I 1C-T6 By5

MARIA LOURDES PAREDES=!ARCIA Counsel Eheels 6>ecutie uites, Eheels Building  No" &&& 6" Rodriguez r" e", Quezon City -BP No" ''27% PTR No" 222&$$2 Rizal #4!'4!#$ -BP No" 7#&&7' Pasig #4!#7!#$ =C+6 Co0pliance No" - !###/ =C+6 Co0pliance No" --!###9'&$

 

.17 otion (or Reconsideration Cc5 :By registered 0ail; Atty. Nillo T. Divina & Alvin S. Dysangco Divina & Uy Law Offices 8th Floor Pacific Star Blg. Sen. !il P"yat Ave.# cor. $a%ati Ave. '(( $a%ati )ity.

6*P+NT-1N

Copy of the foregoing Copy foregoing =otion =otion .or Recons Reconside iderat ration ion 3as sered sered on counsel counsel for the defendants through registered 0ail due to lac of 0aterial ti0e and personnel"

MARIA LOURDES P. !ARCIA

 N1T-C6 1. /6R-NH

The Cler of Court Regional Trial Court Branch 97 nd ttys" )iina I )ysangco H r e e t - n g s5 Please tae notice that the foregoing =otion .or Reconsideration is re?uested to be set for hearing on =onday, epte0ber 4, &##$ at & oDcloc in the afternoon"

MARIA LOURDES P. !ARCIA