Spouses Paras vs Kimwa

7/26/2019 Spouses Paras vs Kimwa

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SPOUSES PARAS vs. KIMWA CONSTRUCTION AND DEVOLPMENT CORP

G.R. No. 171601 April ! "01#

L$o%$%! &.

'ACTS(

Lucia Paras was a concessionaire of a sand and gravel permit at Kabulihan,

Toledo City. Kimwa is a construction firm that sells concrete aggregates to contractors

and haulers in Cebu. Lucia and Kimwa entered into a contract denominated

"Agreement for upply of Aggregates" where !, cubic meters of aggregates were

allotted by Lucia as supplier to Kimwa. Kimwa was to pic# up the allotted aggregates

at Lucia$s permitted area in Toledo City at P%!. per truc#load. Pursuant to the

Agreement, Kimwa hauled &, cubic meters of aggregates. 'owever, after this

Kimwa stopped hauling aggregates and allegedly transferred to the concession area of

a certain (rs. )emedios dela Torre in violation of their Agreement.

pouses Paras sent demand letters to Kimwa. As these went unheeded, pouses

Paras filed a complaint for breach of contract with damages against Kimwa. *n its

Answer, Kimwa alleged that it never committed to obtain !, cubic meters of

aggregates. *t argued that the !, cubic meters represented is only the ma+imum

uantity that it could haul. Kimwa asserted that the (ay &-, &- which was the

e+piration of the pecial Permit of Lucia was never set as a deadline. *nvo#ing the

Parol /vidence )ule, it insisted that pouses Paras were barred from introducing

evidence which would show that the parties had agreed differently.

The )TC rendered the 0ecision in favor of pouses Paras. 1n appeal, CAreversed the )TC$s 0ecision.

ISSUES(

1. W)$*)$r or %o* *)$ RTC $rr$+ ,or -si%/ i*s ,i%+i%/s o% *)$ -sis o, $vi+$%$

pr$s$%*$+ i% viol*io% o, *)$ prol $vi+$%$ rl$.". W)$*)$r or %o* Ki23 is li-l$ *o p$*i*io%$rs Spos$s Prs ,or 4r$) o,

Co%*r*.

RULING(

51 2o. )ule &3, ection of the )evised )ules on /vidence provides that

"4hen the terms of an agreement have been reduced to writing, it is considered as

containing all the terms agreed upon and there can be, between the parties and their

successors in interest, no evidence of such terms other than the contents of the

written agreement.

'owever, a party may present evidence to modify, e+plain or add to the terms



of written agreement if he puts in issue in his pleading5 6a7 An intrinsic ambiguity,

mista#e or imperfection in the written agreement8 6b7 The failure of the written

agreement to e+press the true intent and agreement of the parties thereto8 6c7 The

validity of the written agreement8 6d7 The e+istence of other terms agreed to by the

parties or their successors in interest after the e+ecution of the written agree.

There are % things must be established for parol evidence to be admitted5 first,that the e+istence of any of the ! e+ceptions has been put in issue in a party$spleading or has not been ob9ected to by the adverse party8 and second, that the parolevidence sought to be presented serves to form the basis of the conclusion proposedby the presenting party.

*n the present case petitioners pleaded in the Complaint they filed before thetrial court a mista#e or imperfection in the Agreement, as well as the Agreement$sfailure to e+press the true intent of the parties. :urther, respondent Kimwa, throughits Answer, also responded to petitioners pouses Paras$ pleading of these issues. This

is , thus, an e+ceptional case allowing admission of parol evidence.

Proof of how petitioners pouses Paras successfully pleaded and put this inissue in their Complaint is how respondent Kimwa felt it necessary to respond to it oraddress it in its Answer. Thus, the testimonial and documentary parol evidence soughtto be introduced by petitioners pouses Paras, which attest to these supposed flawsand what they aver to have been the parties$ true intent, may be admitted andconsidered.

6%7 ;es. Petitioners have established that respondent Kimwa was obliged to haul!, cubic meters of aggregates on or before (ay &-, &-. Considering its

admission that it did not haul 3, cubic meters of aggregates, respondent Kimwa isliable to petitioners.

'aving been admittedly furnished a copy of this pecial Permit, respondentKimwa was well aware that a total of only about !, cubic meters of aggregatesmay be e+tracted by petitioner Lucia from the permitted area, and that petitionerLucia Paras$ operations cannot e+tend beyond (ay &-, &-, when the pecial Permite+pires.

The condition that the pecial Permit shall be valid for only si+ 6<7 months from2ovember &!, &! lends credence to petitioners pouses Paras$ assertion that, in

entering into the Agreement with respondent Kimwa, petitioner Lucia Paras did sobecause of respondent Kimwa$s promise that hauling can be completed by (ay &-,&-. =ound as she was by the pecial Permit, petitioner Lucia Paras needed to ma#eit eminently clear to any party she was transacting with that she could supplyaggregates only up to (ay &-, &- and that the other party$s hauling must becompleted by (ay &-, &-. he was merely acting with due diligence, for otherwise,any contract she would enter into would be negated8 any commitment she would



ma#e beyond (ay &-, &- would ma#e her guilty of misrepresentation, and anyprospective income for her would be rendered illusory.

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Spouses Paras vs Kimwa