G.R. No. 116216




Manila THIRD DIVISION G.R. No. 116216 June 20, 1997 NATALIA S. MENDOZA, petitioner, vs. COURT OF APPEALS, THOMAS B. ASUNCION and NENA T. ASUNCION, respondents. PANGANIBAN, J.: In this case, the Court reiterates the rule that the provisions of a contract must not be viewed in isolation, but must be harmonized with each other so as to give effect and meaning to the entire contract. On appeal is the Decision 1 of Respondent Court of Appeals 2 in CA-G.R. CV No. 18016 promulgated on August 28, 1992 with the following dispositive portion: 3 WHEREFORE, the trial court's decision appealed from is REVERSED and SET ASIDE. In lieu thereof, judgment is hereby rendered in favor of appellants [herein private respondents] and against appellees [herein petitioner and her (now deceased) husband], ordering appellees to pay appellants the amount of P584,472.00 representing the unpaid obligation of appellees to appellants under the promissory note, Exhibit "A", together with legal interest, which is 6% per annum computed from May 23, 1983 (date of filing the complaint) until the full amount thereof is fully paid, plus ten (10) per cent thereof as attorney's fees at (sic) the costs of suit. For lack of merit, the subsequent motion for reconsideration was denied by Respondent Court of Appeals in a Resolution promulgated on July 11, 1994. 4 The Facts Respondent appellate court narrated the undisputed facts in this case as follows: 5 On August 4, 1978 appellees [herein petitioner and her husband] signed a promissory note dated July 10, 1978, for US$35,000.00 in favor of appellants [herein private respondents], in Los Angeles, California, U.S.A. The text of the promissory note is as follows: PROMISSORY NOTE $35,000.00 10 July 1978 For value received, the undersigned SERGIO E. MENDOZA, and NATALIA S. MENDOZA, husband and wife, promise to pay THOMAS B. and NENA T. ASUNCION, husband and wife, the amount of $456.00 each month starting on (sic) April, 1978 and 120 consecutive months, thereafter. On (sic) April 1988, the entire balance of principal and accrued interest then remaining unpaid shall be due and payable. Should default be made in the payment of the interest and principal when due, the entire balance of principal and interest then remaining unpaid shall become immediately due at the option of the holder of this note. Principal and interest payable in lawful money of the United States of America. If action be instituted on this note, the undersigned promise to pay such sum as the court may fix as attorney's fees. This note is secured by properties in the Philippines, the Restaurant at Roxas Blvd., Philippines, business interests in the United States, life insurances (sic) and shall go to THOMAS B. and NENA T. ASUNCION. In Witness Whereof, we hereby sign this promissory note this 4 day of August, 1978. SERGIO E. MENDOZA NATALIA S. MENDOZA. From April, 1978 to December, 1981, appellees made monthly payments on the promissory note to appellants in the amount of US$500.00 a month or a total of US$22,500.00. In addition, appellees made payments to appellants' daughter Helen Asuncion in the amount of US$3,620.17. Also appellees made payments, apparently also for the benefit of appellants, in the total amount of US$1,560.00 to Regina Pangan and/or Teresita Angeles. 6 The payments to Helen Asuncion in the amount of US$3,620.17 and to Regina Pangan and Teresita Angeles in the amount of US$1,560.00 or a total amount of US$5,180.17 paid to both, were apparently made during the year 1982. The amount of US$5,180.17 roughly equals a month payment of US$500.00 from January to October, 1982, a period of ten (10) months. (See appellants' Exhibit "C-1" and also appellees' Exhibit "2", both of which are xerox copies of the resume of appellees' payments to appellants from April, 1978 to October, 1982.) In October, 1982, appellees stopped paying the monthly installments under the promissory note. After October 19, 1982, appellees made additional payments in 1982 as follows: October 29, 1982 — P500.00 — (Exh. "3-a") November 03, 1982 — 500.00 — (Exh. "3-b") November 04, 1982 — 500.00 — (Exh. "3-c") November 14, 1982 — 500.00 — (Exh. "3-d") November 23, 1982 — 500.00 — (Exh. "e-e") ———— P2,500.00 ======= The prevailing rate of exchange of the Philippine Pesos to the U.S. Dollar during the above dates of payment was about P10.00 Philippine Peso to U.S. $1.00 United States Dollar. The above payments therefore totalled (sic) to US$250.00. Subsequently, appellees made three additional payments as follows: Exh. "3-f" — November 30, 1983 P2,000.00 Exh. "3-g" — December 30, 1983 2,000.00 Exh. "3-h" — January 08, 1984 2,000.00 ———— P6,000.00 ======= The exchange rate during the above dates (November, 1983 to January, 1984) was P14.00 Philippine Pesos to US$1.00 United States Dollar. The total payment of P6,000.00 was equivalent to about US$430.00. Thereafter, appellees have not made any other payments to appellants. After due trial, the trial court rendered its decision dated November 12, 1985, dismissing the case for lack of cause of action, reasoning out, thus: From the afore-quoted Promissory Note, it appears that the entire balance of the principal and accrued interest remaining unpaid shall become due and payable in April, 1988. It clearly states that the payment of monthly installment of $456.00 shall commence in April, 1978 and the succeeding months thereafter for 120 consecutive months, which positively shows that the entire balance of the principal as well as the accrued interest shall be due and payable in April, 1988. WHEREFORE, in view of the foregoing, this case is hereby ordered DISMISSED for lack of cause of action. As earlier stated, the Court of Appeals reversed the RTC, holding that the acceleration clause gave private respondents the right to collect the full amount of the promissory note. Hence, this petition for review. The Issues Petitioner cites the following alleged errors of the Court of Appeals: 7 I. Respondent Court of Appeals committed serious error when it found that the obligation of petitioner and her husband under the promissory note (Exhibit A) is due and demandable. II. Respondent Court of Appeals committed serious error when it declared petitioner and her husband liable to respondents for their unpaid obligation under the promissory note (Exhibit A), with interest and attorney's fees. III. Respondent Court of Appeals committed serious error when it reversed the decision of the trial court. On the other hand, private respondents simplify the issues into two: 8 1. It is claimed there was no prior extrajudicial demand for the amount of the promissory note before the action for collection was filed. The issue is whether, in the absence of the (sic) prior extrajudicial demand, private respondents can enforce their right under the acceleration clause of the promissory note for the collection of the entire unpaid balance of the note. 2. Whether respondent Court of Appeals was correct in finding that the promissory note contained an acceleration clause which gave private respondents the right to collect the entire balance of the promissory note upon failure of petitioner to pay the installments on their due dates. Private respondents also doubt "whether the petition can be given due course at all considering that the decision sought to be reviewed is already final, (R)espondent Court of Appeals having made an 'Entry of Judgment' in C.A. G.R. No. CV-18016." 9 In reversing the decision of the RTC, Respondent Court of Appeals ratiocinated: 10 . . . We disagree with the trial court's interpretation. Such interpretation disregards or nullifies the clear language of the first and third sentences in the aforequoted first paragraph of the promissory note. The first sentence of the promissory note is a simple and clear promise of appellees to pay back a loan of US$35,000.00 made by appellants to them by "paying the amount of US$456.00 each month starting on (sic) April 1978 and 120 consecutive months thereafter." The promise cannot possibly be read and interpreted in any other way. Yet, the trial court did and said in effect that there was no promise to pay back the loan in 120 consecutive monthly installments of US$456.00 each installment. In fact the appellees were making monthly payments of US$500.00 to appellants consisting of US$456.00 as monthly installment under the promissory note, together with an additional amount of US$44.00 a month which appellees denominate "advance interest." However, it is an undisputed fact that the monthly payments by appellees under the promissory note stopped as of October 19, 1982. Except for the payment of about US$250.00 under defendants' Exhibit "3-a-3-e", there were no other payments until the filing of this complaint on May 23, 1983. The last part of paragraph 1 of the promissory note provides: Should default be made in the payment of the interest and principal when due, the entire balance of principal and interest then remaining unpaid shall become immediately due at the option of the holder of this note. The above clause is known as an optional acceleration clause which gives the holder of the note (creditor) the option to accelerate the maturity date of the note in case of default of the maker (debtor). For further clarification, it should be mentioned that the second sentence of the promissory note means what it says, the principal and accrued interest still unpaid in April 1988 shall then be due and payable. This sentence simply recognizes the option or right given to the appellants to waive or defer collection of the monthly payments when they become due. It did not confer a right on the appellees to defer payment of their debt till the end of the ten-year period. However, appellants or the promissee, could waive the benefit of the periodic payments. Thus, as already mentioned, to interpret the second sentence of the promissory note in isolation would render nugatory the clear intent of the parties that the debt of the appellees should be repaid in 120 consecutive monthly installments of US$456.00 each installment. Such an interpretation would also nullify the right or option of the appellants to call in the entire unpaid balance of the loan, principal and interests, should appellees fail to pay any installment when it falls due. Basic is the rule that — "In the construction of an instrument where there are several provisions or particulars, such a construction is, if possible, to be adopted as will give effect to all." (Sec. 9, Rule 180 [sic], Rules of Court). This Court believes that the issues in this case can be condensed as follows: 1. Has the assailed Decision become final and executory? 2. May private respondents use the acceleration clause in the promissory note under the facts of this case? 3. May the alleged lack of extra-judicial demand for the enforcement of such clause be raised for the first time before this Court? The Court's Ruling The petition has no merit. First Issue: Finality of the Court of Appeals Decision Not disputed or denied by petitioner is the fact that there was no valid service upon Respondent Court of Appeals of the motion for extension of time to file the present petition. Although the motion for extension 11 carried a registry receipt 12 purportedly sent to Respondent Court of Appeals, the affidavit of service 13 attached thereto did not state whether the service was effected by personal delivery, ordinary or registered mail. That an entry of judgment was effected by the Court of Appeals, on the other hand, indicates that there was no valid service upon the public respondent of the motion for extension of time to file a petition for review and that, consequently, the CA Decision has become final. This is consistent with the presumption of regularity in the performance of duties by public officers and offices. For this reason alone, the dismissal of this petition is already in order. There are, however, two other even more cogent reasons showing the petition's lack of merit. Second Issue: Application of Acceleration Clause Petitioner contends that Respondent Court of Appeals "completely disregarded the clear significance and meaning" of the second sentence of the promissory note. 14 It was allegedly the intention of the parties to give petitioner and her husband the option "to pay the balance of the principal and the accrued interest in April 1988" in the event that they would default in their obligation. 15 According to petitioner, the second sentence in the promissory note was "stated in a separate and distinct sentence and was necessarily intended to have a different meaning from its succeeding sentence, and should likewise be given a different interpretation therefrom." Petitioner argues that Respondent Court of Appeals did not "give any special meaning to the second sentence nor interpret it differently." 16 For clarity, we set out the three contested statements in the promissory note, as follows: 1. For value received, the undersigned SERGIO E. MENDOZA and NATALIA S. MENDOZA, husband and wife, promise to pay THOMAS B. and NENA T. ASUNCION, husband and wife, the amount of $456.00 each month starting in April 1978 and 120 consecutive months thereafter. 2. In April 1988, the entire balance of principal and accrued interest then remaining unpaid shall be due and payable.ℒαwρhi৷ 3. Should default be made in the payment of the interest and principal when due, the entire balance of principal and interest then remaining unpaid shall become immediately due at the option of the holder of this note. Petitioner argues that even if she defaulted in regularly paying the stipulated monthly amount, she is given the option to pay the total unpaid installments in April 1988. She insists that private respondents cannot avail of the third statement since no demand has been made therefor. Hence, she concludes that only the second statement should cover the factual situation of the parties. The contentions of petitioner are unacceptable. Her argument — that upon failing to pay the agreed amounts on the stipulated dates, she can invoke the second statement and, thus, justify the settlement of the unpaid principal and interest upon the maturity date in April 1988 — is unwarranted under the law and is an isolated, not to say twisted, view of the promissory note. Article 1374 of the Civil Code provides that "(t)he various stipulations of a contract shall be interpreted together, attributing to the doubtful ones that sense which may result from all of them taken jointly." As ordinarily understood, the first statement stipulates the month-to-month payment of the principal and the accrued interest. The second statement provides for the discretionary exercise of leniency by private respondents. However, a definite deadline is fixed — April 1988 — when all obligations then unpaid shall become due and payable. The third statement is solely for the benefit of the private respondents if ever they choose to accelerate the total amount of the obligations upon default in the payment of any of the installments. In short, the creditors are given by the promissory note two options in case of default by the debtor: one, to wait for April 1988 before collecting the unpaid installments; and two, to invoke the acceleration clause and collect the entire balance immediately without waiting for April 1988. The option is granted to the creditors (herein private respondents) and not to the debtor (herein petitioner). As correctly found by Respondent Court of Appeals, if petitioner were permitted to enforce only the second statement of the promissory note, the two other provisions dealing with the payment of monthly installment and optional acceleration clause would be rendered nugatory. Petitioner's interpretation of the promissory note is one-sided and beyond what was clearly stipulated in the note. The second sentence can be properly understood only as granting the creditors — herein private respondents — a right to waive or defer collection of the monthly payments when they become due; it cannot be construed as conferring on the debtor the right to default on the monthly payments. Furthermore, the Civil Code provides that subsequent or contemporaneous acts of the contracting parties shall be considered in judging their intention. 17 It should be noted that every month from April 1978 until October 19, 1982, petitioner faithfully paid the amount of US$500.00. Such monthly payments show petitioner's concurrence with her obligation stipulated in the first statement. She cannot later be permitted to renege on such obligation and to elect a new term of payment. Under the doctrine of estoppel, an admission or representation is rendered conclusive upon the person relying thereon. 18 A party cannot be allowed to go back on his/her own acts and representations to the prejudice of the other party who, in good faith, relied upon them. 19 Third Issue: Lack of Demand Notwithstanding her insistence on the exclusive application of the second sentence, petitioner concedes nonetheless that the third sentence of the promissory note gave private respondents the option to "consider the entire balance of principal and interest then remaining unpaid immediately due." However, petitioner contends that "such option had not been exercised by respondents, and if they did, they failed to validly notify petitioner of this fact to render said option effective." 20 Private respondents, on the other hand, counter that because they "filed a judicial action for the collection of the amounts due under the promissory note," the question of whether demand was made has already become moot. Furthermore, the "issue of lack of prior extrajudicial demand is a question of fact being raised for the first time" in this appeal. 21 Petitioner's position is untenable. In the first place, petitioner and her (now deceased) husband did not raise this issue before the two lower courts. 22 Settled is the rule that no question will be entertained on appeal unless it has been raised in the court below. 23 Points of law, theories, issues and arguments not adequately brought to the attention of the lower court need not be, and ordinarily will not be, considered by a reviewing court as they cannot be raised for the first time on appeal. Basic considerations of due process impel this rule. Furthermore, whether there was indeed an extrajudicial demand cannot be determined in this appeal. That issue, being factual, has no place in a petition for review under Rule 45 of the Rules of Court. The jurisdiction of this Court in cases brought to it from the Court in Appeals is limited to a review and revision of errors of law allegedly committed by the appellate court. While it is true that there are several exceptions to this doctrine, 24 petitioner has not shown any justification for the invocation of any. WHEREFORE, the petition is hereby DENIED and the assailed Decision is AFFIRMED in toto. Costs against petitioner. SO ORDERED. Melo and Davide, Jr., JJ., concur. Narvasa, C.J., took no part. Francisco, J., is on leave. Footnotes 1 Rollo, pp. 24-31. 2 Special Fourth Division composed of J. Alfredo Marigomen, ponente, and JJ. Jose C. Campos, Jr. and Pacita Cañizares-Nye, concurring. 3 Rollo, p. 31. 4 Ibid., pp. 33-34. 5 Ibid., pp. 24-27. 6 How these payments redounded to the benefit of private respondents is not clear from the records. 7 Rollo, p. 13; original text in upper case. 8 Ibid., p. 77. 9 Ibid., p. 78. 10 Ibid., pp. 28-30. 11 Ibid., pp. 2-4. 12 Ibid., p. 4. 13 Ibid., p. 5. 14 Rollo, p. 14. 15 Ibid., p. 15. 16 Ibid., p. 16. 17 Article 1371 and 1370, paragraph 1, Civil Code; Intestate Estate of the Late Ricardo P. Presbitero, Sr. vs. Court of Appeals, 217 SCRA 372, 383, January 21, 1993. 18 Article 1431 of the Civil Code. 19 Cuison vs. Court of Appeals, 227 SCRA 391, 399, October 26, 1993, citing Philippine National Bank vs. Intermediate Appellate Court, 189 SCRA 680, 688, September 18, 1990. 20 Rollo, p. 17. 21 Ibid., p. 79. 22 From the assailed Decision, Respondent Court of Appeals made the following undisputed observation: Acting on the report of the Judicial Records Division that as of April 6, 1989, no appellees' [petitioner and her husband] brief has been filed, this Court in the resolution dated April 17, 1989 resolved to declare this case submitted for decision without appellees' Brief. 23 Abella vs. Court of Appeals, 257 SCRA 482, 488, June 20, 1996; Manila Bay Club Corporation vs. Court of Appeals, 245 SCRA 715, 729, July 11, 1995. 24 Tan Chun Suy vs. Court of Appeals, 229 SCRA 151, 165, January 7, 1994, citing Santos vs. Intermediate Appellate Court, 145 SCRA 592, 595, November 14, 1986. 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