Republic of the Philippines

COURT OF APPEALS
Manila

EIGHTH DIVISION
*****

BIA TENEFRANCIA, ERIC

TENEFRANCIA, VIVIAN *CA-G.R. CV No. 115542
TENEFRANCIA and HEIDI
TENEFRANCIA-DY,
Plaintiffs-Appellants, Members:

BARRIOS, M.M., Chairperson

- versus - ATAL-PAÑO, P.S.T., and
DE LEON, M.M., JJ.

MARJORIE O. SAMIDAN,
MARIA FLORINA D. ESNARA
and ATTY. RICO ESNARA, Promulgated:
Defendants-Appellants,
x-------------------------------------------x
MARIA FLORINA D. ESNARA,
Plaintiff-Appellee,

- versus -

BIA TENEFRANCIA, ERIC

TENEFRANCIA, VIVIAN
TENEFRANCIA and HEIDI
TENEFRANCIA, BENJAMIN
“BONG” WEE, VIVIAN YEN and
DENISE V. NIÑO
Defendants-Appellants,
x-----------------------------------------------------------------------------------------x

* The case was raffled on March 11, 2022 as part of the ponente's Initial Case Load; while the Rollo and
Records were transmitted to the Office on April 19, 2022.
CA-G.R. CV No. 115542
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DECISION

DE LEON, J.:

Challenged in this Appeal is the Joint Decision 1 dated February

26, 2020 rendered by the Regional Trial Court, Branch 62, La
Trinidad, Benguet, in Civil Case No. 13-CV-2906 for Declaration of
Nullity of Documents and Damages and Civil Case No. 17- CV- 3313
for Declaration of Nullity of Sale of Real Property and Reconveyance
of Title.

THE FACTS

As culled from the records of both cases, the facts which

spawned the filing of the instant Appeal are as follows:

Bia Tenefrancia (“Bia”) and her children namely: Eric

Tenefrancia, Vivian Tenefrancia, and Heidi Tenefrancia-Dy are the
registered owners of two (2) parcel of lands situated at La Trinidad,
Benguet containing 12,556 square meters, is covered by Transfer
Certificate of Title No. T-21462.2 and the other lot containing 2,626
square meters, is covered by Transfer Certificate of Title No. T-
21464.3 Further, Bia is the sole owner of another lot containing 47,174
square meters is covered by Transfer Certificate of Title No. 016-
2010001547.4

On January 21, 2009, Vivian and Eric Tenefrancia executed a

Special Power of Attorney (SPA)5 in favor of their mother Bia and
sister Heidi, to sell their interests in the above-mentioned property.

Sometime in 2010, Bia met Maria Florina Esnara (“Florina”) at

her Metro Manila residence to negotiate the sale of their properties.
Florina represented herself as a “pastora” and told Bia that she and
1 Records, Vol. III, pp.228-259..
2 Records, Vol. I, p. 17-19.
3 Records, Vol. III, pp. 23-25.
4 Records Vol. I, pp. 20-22.
5 No SPA has been attached to the Records of the case.
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her business partners are capable of developing and subdividing the

12,556 sq. meters lot owned by the Tenefrancias. Florina also told Bia
that the expenses for the development of the lots shall be for their
sole account.

Convinced by the sweet offer and representation of Florina that

she possesses the technical know-how and capability to engage in
real estate development, Bia executed on August 23, 2010, a
Memorandum of Agreement6 (MOA) concerning the 47,174 sq.
meters interior lot, where she authorized Florina to develop and
improve into a residential subdivision/housing project and to sell the
same. Under the MOA, Bia also allowed Florina to transfer the
property under the name Poyen Realty by executing a deed of
conveyance though it shall be understood that the ownership shall
remain with Bia until fully paid. Hence, a Special Power of Attorney 7
dated February 9, 2011 was executed by Bia for this purpose.

Consequently, another Memorandum of Agreement8 was

executed on July 5, 2012 where Bia agreed to sell the 11,556 sq. m.
portion of the 12,556 sq. m. to Florina with the agreement that the
proceeds of the sale or any amount collected therefrom shall be used
to further develop and subdivide the front lot. In relation thereto, Bia
and her daughter, Heidi Tenefrancia, executed a Special Power of
Attorney9 in favor of Florina, dated February 9, 2011, authorizing the
latter to sell, transfer, and convey the subject property, in whole or in
part.10

Florina also obtained a loan from Bia in the amount of Three

Million Four Hundred Eighty Thousand Pesos (Php3,480,000.00) 11 to
supplement the initial expenses for the development of Tenefrancia’s
property.

Soon thereafter, Bia discovered some anomalies made by

Florina. She learned that Florina sold the 2,000 sq. m. portion of the
6 Records, Vol. I, pp. 40-43.
7 Id. at 44-45.
8 Id. at 36-37
9 Id. at 38-39.
10 The rest of the co-owners, namely Vivian and Eric had executed SPA dated January 21, 2009
authorizing their mother, Bia and sister, Heidi to sell their interest over the two subject lots.
11 See Judicial Affidavit of Maria Florina Esnara, Records Vol. II, p.594.
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12,556 square meter lot without informing her and without giving
her share in the sales proceeds. This resulted to Bia's rescission on
September 28, 2012 of the Memoranda of Agreement and Special
Power of Attorney involving the 12,556 sq. meters portion and the
47,174 sq. meters lots. Bia also discovered that 1,626 square meter
portion of 2,626 square meters of the lot was already sold by Florina
to Marjorie O. Samidan (“Marjorie”), a real estate developer, without
any authority from her. Bia and her children did not also receive a
penny from the proceeds of the sale of the above mentioned
property. During their confrontation, Florina told Bia that the sale
was consummated as an off-setting to the services rendered by
Marjorie in excavating and developing the lots that Florina
contracted with Marjorie. Bia contested that she has no obligation to
Marjorie and claimed that the expenses for the development of the
12,556 sq. meters lot are for the account of Florina.

Several meetings were held between Bia and Florina in the

presence of other persons to settle their differences but they failed to
reach an amicable settlement. Bia, thus, demanded from Florina to
return the MOAs with reference to the purchase of lots but Florina
turned down Bia. Hence, on October 5, 2012, Bia sent a Letter 12 to
Florina demanding her to return the two (2) Memorandum of
Agreements, original copy of TCT No. T-21462 and TCT No. 016-
2010001547. However, in a Letter13 dated October 10, 2012, Florina
through Atty. Rico Esnara, declined the return of the requested
documents insisting that she has an existing contract with Bia with
respect to the purchase of the parcels of lots. Having failed to recover
the titles of her land subject of the two MOAs, Bia executed and sent
to Florina the Notarial Act of Rescission of the Memoranda of
Agreement14 and the Revocation of Powers of Attorney 15 both dated
September 28, 2012.

Subsequently, Florina filed a Complaint 16 docketed as 13-CV-

2906 for the Nullification of the Notarial Act of Rescission of

12 Id. at 48.
13 Id. at 49.
14 Records Vol. II, pp. 649-651.
15 Id. at p. 652.
16 Records Vol. I, pp. 4-16.
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Memoranda of Agreement17 and for the Revocation of Powers of

Attorney18 on January 14, 2013. On the other hand, Bia Tenefrancia
filed a Complaint19 docketed as 17-CV-3313 on September 27, 2017,
for the nullification of the conveyance of the 1,626 square meter lot to
Marjorie Samidan.

On February 26, 2020, the Regional Trial Court of La Trinidad

Benguet, Branch 62, issued the assailed Joint Decision. 20 The
dispositive portion reads:

WHEREFORE, in the light of the foregoing discussions,

judgment is hereby rendered, as follows:

In Civil Case No. 13-CV-2906,

1. The Notarial Act of Rescission of the Memoranda of Agreement

marked Exhibit "N", is declared null and void and of no effect;

2. The Notarial Revocation of the Special Power of Attorney

marked "I", is likewise declared null and void;

3. The Notarial Act of Revocation of the Power of Attorneys

marked Exhibit "G" is hereby declared valid and effective.

In Civil Case No. 17-CR-3313,

1. The alleged sale and transfer of the 1,626 square-meter portion

of the lot covered by TCT No. T-21464, in favour of defendant
Marjorie Samidan, is hereby declared null and void. Accordingly,
the title portion is now titled in the name of defendant Marjorie
Samidan under TCT No. 016-2012000752, is declared null and
void.

2. The document captioned "SUBDIVISION OF REGISTERED

LAND WITH DEED OF ABSOLUTE SALE" November 29,
2011, entered as Doc. No. 142; Page No. 28; Book No. XII, of
Attorney Reynante Basco, Notary Public of the Municipality of La
Trinidad, Benguet, in so far as the sale of aforementioned 1,626
square-meter portion in favour of defendant Marjorie Samidan, is
hereby declared null and void;

17 Id. at 264-266.
18 Id. at 267.
19 Records, Vol. III, pp.4-8.
20 Id. at 228-259.
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3. Upon finality of this Decision, the following acts are hereby

ordered and decreed, for immediate implementation by the
appropriate government agency or personnel, to wit:

a. The title of that 1,626 square-meter portion issued in the

name of defendant Marjorie Samidan, particularly TCT No.
016-2012000752, be cancelled by the Registrar of Deeds of
Benguet Province, and a new title in lieu thereof be issued
forthwith in the name of Bia Tenefrancia and her children Eric
Tenefrancia, Vivian Tenefrancia, and Heidi Tenefrancia;

b. The current tax declaration of said land in the name of

defendant Marjorie Samidan be likewise cancelled and in lieu
thereof, a new tax declaration be issued in the name of Bia
Tenefrancia and her children.

For lack of evidence, no damages are awarded to the parties.

SO ORDERED.”21

Not satisfied with the RTC Decision, Bia and her children filed
Notices of Appeal on June 22, 2020 in Civil Case No. 17- CV-3313 22
and on June 1, 2020 in Civil Case No. 13- CV-2906; 23 while Marjorie
et al filed their Notices of Appeal24 with respect to Civil Case No. 17-
CV-3313 on March 18, 2020.

Hence, this Appeal.

In their Appellants' Brief,25 defendants-appellants Marjorie

Samidan, et. al., did not raise any assignment of errors in the assailed
Decision but included statement of issues, to wit:

ISSUES26

1. WHETHER OR NOT DEFENDANT-APPELLANT MARIA

21 Records Vol. II, pp. 973-974.

22 Rollo, p. 50.
23 Rollo, p. 55.
24 Rollo, p. 45.
25 Id. at 157-166.
26 Id. at 162.
CA-G.R. CV No. 115542
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FLORINA HAS THE AUTHORITY TO SELL THE 1,626

SQUARE METER LOT.

2. WHETHER OR NOT DEFENDANT-APPELANT MARJORIE

SAMIDAN IS A BUYER IN GOOD FAITH AND FOR VALUE.

On the other hand, defendants-appellants Bia Tenefrancia, et.

al., raised the following perceived errors for Our consideration, to
wit:

ERRORS27

1. WHETHER OR NOT PLAINTIFF MARIA FLORINA D.

ESNARA COMMITTED SUBSTANTIAL BREACH OF THE
TERMS AND CONDITIONS OF THE MEMORANDUM OF
AGREEMENT MARKED AS EXHIBIT F AND THE
MEMORANDUM OF AGREEMENT MARKED AS EXHIBIT H.

2. WHETHER OR NOT THE REVOCATION OF THE SPECIAL

POWERS OF ATTORNEY MARKED AS EXHIBIT I IS VALID.

3. WHETHER OR NOT MARIA FLORINA D. ESNARA

ACTUALLY SPENT SUSBTANTIAL AMOUNT IN THE
DEVELOPMENT OF THE 12,556 SQUARE METER LOTS OF
THE TENEFRANCIAS TO BE ENTITLED TO
REIMBURSEMENT.

4. WHETHER OR NOT THE RECISSION MADE BY THE

DEFENDANT BIA TENEFRANCIA IS VALID; AND

5. WHETHER OR NOT THE DENIAL OF THE MOTION TO

ADMIT AMENDED ANSWER WAS PROPER.

OUR RULING

Before We discuss the substantial matters, this Court must first

deal with the procedural infirmities in the present Appeal.
27 Id. at 84-85.
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It is well-settled that the right to appeal is neither a natural

right nor a part of due process; it is merely a statutory privilege, and
may be exercised only in the manner and in accordance with the
provisions of law.28 Thus, an appeal being a purely statutory right, an
appealing party must strictly comply with the requisites laid down in
the Rules of Court.29

In regard to ordinary appealed cases to the Court of Appeals,

such as this case, Section 13, Rule 44 of the Revised Rules of Civil
Procedure provides for the contents of an Appellant's Brief, thus:

Sec. 13. Contents of appellant's brief. — The appellant's brief shall

contain, in the order herein indicated, the following:

(a) A subject index of the matter in the brief with a digest of the
arguments and page references, and a table of cases
alphabetically arranged, textbooks and statutes cited with
references to the pages where they are cited;

(b) An assignment of errors intended to be urged, which errors shall

be separately, distinctly and concisely stated without repetition
and numbered consecutively;

(c) Under the heading "Statement of the Case," a clear and concise
statement of the nature of the action, a summary of the
proceedings, the appealed rulings and orders of the court, the
nature of the judgment and any other matters necessary to an
understanding of the nature of the controversy, with page
references to the record;

(d) Under the heading "Statement of Facts," a clear and concise

statement in a narrative form of the facts admitted by both parties
and of those in controversy, together with the substance of the
proof relating thereto in sufficient detail to make it clearly
intelligible, with page references to the record;
(e) A clear and concise statement of the issues of fact or law to be
submitted to the court for its judgment;

(f) Under the heading "Argument," the appellant's arguments on

each assignment of error with page references to the record. The

28 Spouses Manalili V. Spouses De Leon, G.R. No. 140858, November 27, 2001.
29 Mendoza v. United Coconut Planters Bank, Inc., G.R. No. 165575, February 2, 2011.
CA-G.R. CV No. 115542
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authorities relied upon shall be cited by the page of the report at

which the case begins and the page of the report on which the
citation is found;

(g) Under the heading "Relief," a specification of the order or

judgment which the appellant seeks; and

(h) In cases not brought up by record on appeal, the appellant's brief

shall contain, as an appendix, a copy of the judgment or final order
appealed from. (Emphasis Ours)

In this case, the Appellants' Brief of defendants-

appellants Marjorie Samidan, et al. in Civil Case No. 17- CV-
3313 and Civil Case No. 13- CV-2906 did not provide a subject
index, page references, and assignment of errors perceived to
be committed by the trial court.

The importance of a subject index has been aptly emphasized in

the case of De Liano v. Court of Appeals30 where the Supreme Court
declared that the subject index functions like a table of contents,
facilitating the review of appeals by providing ready reference. The
subject index makes readily available at one's fingertips the subject of
the contents of the brief so that the need to thumb through the brief
page after page to locate a party's arguments, or a particular citation,
or whatever else needs to be found and considered, is obviated. Thus,
if a statement of fact is unaccompanied by a page reference to the
record, it may be presumed to be without support in the record and
may be stricken or disregarded altogether.

Meanwhile, the requirement for an "assignment of errors" in

paragraph (b) of Section 13, Rule 44 is different from a "statement of
the issues of fact or law" in paragraph (e) thereof. The statement of
issues is not to be confused with the assignment of errors, since they
are not one and the same; otherwise, the rules would not require a
separate statement for each. An assignment of errors is an
enumeration by the appellant of the errors alleged to have been
committed by the trial court for which he/she seeks to obtain a
reversal of the judgment, while the statement of issues puts forth the
questions of fact or law to be resolved by the appellate court.31
30 G.R. No. 142316, November 22, 2001.
31 Supra Note 16.
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The assignment of errors and page references to the record in

the statement of facts are important in an Appellant's Brief as the
absence thereof is a basis for the dismissal of an appeal under Section
1 (f), Rule 50, of the 1997 Rules of Civil Procedure, thus:

SECTION 1. Grounds for dismissal of appeal. — An appeal may be

dismissed by the Court of Appeals, on its own motion or on that of the
appellee, on the following grounds:

xxx xxx xxx

(f) Absence of specific assignment of errors in the

appellant's brief, or of page references to the record as required in
section 13, paragraphs (a), (c), (d) and (f) of Rule 44. (Emphasis
Ours)

On these points alone, the instant Appeals should be denied

outright. However, after carefully considering the facts presented
before Us, We are prepared to listen to reason, and to give relief as
the circumstances may warrant in the most helpful light.

Now, onto the merits.

The grounds raised herein may be summed up into: a) Whether

or not Florina has the authority to sell the 1,626 square meters of lot
subject of the Special Power of Attorney marked as Exhibit “G”; 2)
Whether or not Marjorie Samidan is a buyer in good faith and for
value; 3) Whether or not the Special Power of Attorney marked as
Exhibits “F” and the Memorandum of Agreements marked as “H”
and Exhibit “I” should be rescinded; and 4) Whether or not to admit
Bia, et al's Motion to Amend Answer.

We now resolve.

On the issue of whether or not

defendant-appellant Maria Florina has
the authority to sell the 1,626 sq. m. lot –

Preliminarily, the lot in question is a portion of the 2,626

CA-G.R. CV No. 115542
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square-meter lot, covered by Transfer Certificate of Title No. T-

21464.32 This was subject of the Special Power of Attorney 33 dated
February 9, 2011, marked as Exhibit “G”, executed by Bia and Heidi
Tenefrancia in favor of Florina authorizing the latter “[t]o SELL,
TRANSFER and CONVEY, in whole or in part our parcels of land by
any lawful means to prospective buyers. “ The authority to sell was
particularly settled in Item No. 3 thereof which authorized Florina to
subdivide, develop, sell, transfer, and convey, in whole or in part the
lot by any lawful means to prospective buyers.

By virtue of the said SPA, Florina now claims that she was
given written authority to sell the subject property to Margarita. She
thus maintains that she is also authorized to receive the consideration
from the sale. She also averred that since she had already spent
substantial amount in the subdivision development project of the
subject lot, she must be paid of her actual expenses.

We are not persuaded.

Indeed, a reading of the SPA reveals that while the authority

granted to Florina by the Tenefrancias is enforceable and binding
between them under the law, however, the same must be acted in
good faith. It is also important to note that the SPA was executed
pursuant to the terms and conditions of the Memorandum of
Agreement dated July 5, 2012. There was no specific authority
granted to Florina in the Memorandum of Agreement or in the
subject SPA to transfer a portion of the property to serve as payment
of her obligation with Marjorie Samidan or to any other persons.
Such deliberate act of Florina to transfer Bia's property to Marjorie
constitute blatant transgression of her duties as attorney-in-fact. Item
No. 3 of the SPA is very specific. She is authorized to sell the lot for
the purpose of using the proceeds thereof to further develop the
other properties of the Tenefrancias, and not to be used to transfer
the same to offset her personal contractual obligation with other
persons.

To be sure, during the pre-trial, Florina stipulated that

32 Records, Vol. III, pp. 23-25.
33 Records, Vol. I, p. 38.
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expenses for the development of the front lot shall be for the account
of Florina.34 Hence, non-compliance with the authority granted under
the MOA and SPA is tantamount as an act of betrayal of the trust
reposed in her by the Tenefrancias. Florina's act of conveying the lot
to Marjorie without Bia's consent is a clear proof of deceit, thus, the
alleged sale made by Florina to Marjorie Samidan is a nullity as it
was made without the knowledge and prior permission of the
Tenefrancias.

Relevant to this case is the ruling made by the Supreme Court

in Angeles v. Philippine National Railways stating that “a power of
attorney must be strictly construed and pursued. The instrument will be
held to grant only those powers which are specified therein, and the agent
may neither go beyond nor deviate from the power of attorney.” 35 Also, in
Mercado v. Allied Banking Corporation, the Supreme Court held that
“where powers and duties are specified and defined in an instrument, all
such powers and duties are limited and are confined to those which are
specified and defined, and all other powers and duties are excluded.”36

Since Florina violated the provision of the MOA and SPA, she is
effectively divested of her authority to transact in behalf of Bia with
respect to the properties in question. In turn, Bia cannot also be
expected to continue with their agreements.

The court a quo is therefore correct when it held valid and

effective the Notarial Act of Revocation of the Power of Attorney dated
February 9, 2011, marked as Exhibit “G”. Consequently, the Special
Power of Attorney dated February 9, 2011 is effectively revoked.

On the issue of whether or not

appellant Marjorie Samidan is a buyer
in good faith and for value –

Having established that the Special Power of Attorney dated

February 9, 2011 is effectively revoked, all acts performed under it
and all claims following out of it are void. Necessarily, the

34 See Pre-Trial Order dated July 25, 2018, Records, Volume II, p. 719.
35 Angeles v. Philippine National Railways, G.R. No. 150128, August 31, 2006.
36 G.R. No. 171460, July 24, 2007.
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conveyance of the subject property made by Florina in favor of

Marjorie Samidan (Marjorie) is therefore void.

In this regard, defendant-appellant Marjorie claims that she is a

buyer in good faith and for value by virtue of the duly notarized
Special Power of Attorney granted to Florina by the Tenefrancias. She
thus presumed that after paying the consideration, the transfer of the
property by way of Deed of Sale suffices for her to acquire possession
and introduce improvements over thereon. 37

We disagree.

An innocent purchaser for value is one who buys the property

of another, without notice that some other person has a right or
interest in the property, for which a full and fair price is paid by the
buyer at the time of the purchase or before receipt of any notice of
claims or interest of some other person in the property. It is the party
who claims to be an innocent purchaser for value who has the burden
of proving such assertion, and it is not enough to invoke the ordinary
presumption of good faith. To successfully invoke and be considered
as a buyer in good faith, the presumption is that first and foremost,
the "buyer in good faith" must have shown prudence and due
diligence in the exercise of his/her rights. It presupposes that the
buyer did everything that an ordinary person would do for the
protection and defense of his/her rights and interests against
prejudicial or injurious concerns when placed in such a situation.38

In this case, Marjorie is well-aware that Florina is merely acting

in behalf of the Tenefrancias. Records, however, show that Marjorie
did not make any further inquiry as to the extent of the authority of
the seller (Florina). The mere fact that Marjorie acquired the lot for an
equivalent sum of P200,000.00, which is way lower than the actual
BIR zonal valuation, should have raised suspicion and red flags that
necessitate further inquiry as to the real status of the seller as well as
the owner of the property. Nothing to that effect is availing in this
case. Moreover, Marjorie admitted that she had acquired the property
as a payment or offsetting of the services she rendered to Florina. As
37 Rollo, pp. 164-165.
38 Nobleza v. Nuega, G.R. No. 193038, March 11, 2015.
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a mere agent of the Tenefrancias, Marjorie should have been vigilant

in accepting the subject property to serve as payment by Florina to
satisfy the latter's personal obligation. She should have verified the
extent of the authority of Florina in transferring the said property in
her favor. Verily, Marjorie's failure to take precautionary steps is
perceived as negligence on her part which precludes her to
successfully invoke and be considered as “buyer in good faith”. She
cannot expect to be held as an innocent purchaser for value by
merely relying on the SPA and representation of Florina, while
ignoring all the other surrounding circumstances relevant to the sale.

On the issue of whether or not the

Special Power of Attorney marked as
Exhibits “F” and the Memorandum of
Agreements marked as “H” and Exhibit
“I” should be rescinded –

Exhibits “H” and “I” are the Memorandum of Agreement (first

MOA) and Special Power of Attorney, respectively, pertaining to the
parcel of land covered by TCT No. T-016-201000154, with an area of
47,174 square meters. Exhibit “F', on the other hand, is the second
Memorandum of Agreement (second MOA) pertaining to the parcel
of land covered by TCT No. T-21462 with an area of 12,556 square
meters. Although the second MOA is captioned “Memorandum of
Agreement”, the terms and conditions thereof is that of a conditional
sale.

In retrospect, the MOAs subject of this case do not contain a

provision on unilateral rescission of the contracts. The Supreme
Court had already ruled that in the absence of a stipulation, a party
cannot unilaterally and extrajudicially rescind a contract. A judicial
or notarial act is necessary before a valid rescission can take place. 39
The party entitled to rescind should apply to the court for a decree of
rescission. The right cannot be exercised solely on a party's own
judgment that the other committed a breach of the obligation. The
operative act which produces the resolution of the contract is the
decree of the court and not the mere act of the vendor.40
39 Sta. Fe Realty, Inc. v. Sison, August 31, 2016.
40 Sta. Fe Realty, Inc. v. Sison, August 31, 2016.
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Corollarily, unilateral rescission will not be judicially favored or

allowed if the breach is not substantial and fundamental to the
fulfillment of the obligation, as in the present case. 41 Substantial
breaches of contract are fundamental violations as would defeat the
very object of the parties in making the agreement.42

To recall, Bia sought for the rescission of the two MOAs,

through the Notarial Act of Rescission of the MOAs and Notarial
Revocation of the Special Powers of Attorneys, on the grounds that: a)
despite being obliged to develop the properties for her own account,
Florina asked Bia to give her P3.5 Million to start the improvement,
development, concreting or rip-rapping of the retaining wall of the
adjacent lots; b) Florina purchased in her own name, for her own
exclusive use a lot in between the two lots for development, without
Bia's prior knowledge and consent; c) Florina caused the bulldozing
of the said lot to the extent of causing possible collapse of the
adjacent school building; d) despite the danger of collapse of the
school building Florina convinced Bia that the former shall receive
the entire 24 Million Pesos purchase price to be paid by the FBCF,
which Florina sold to the latter; e) Florina did not do the concreting
and rip-rapping of the wall despite the danger of collapse of the
adjacent school building; f) Florina purchased two (2) new vehicles
and a two-storey house and lot indicating her lack of care in
developing the two lots subject of the MOA; and g) the MOAs should
be changed since Florina has no financial capacity to develop the lots
into a subdivision.

Unfortunately, the alleged violations enumerated by Bia were

not substantial enough as to declare the rescission of the two (2)
MOAs and the other SPA.

In rejecting the Notarial Act of Rescission of the MOAs and

Notarial Revocation of the Special Powers of Attorneys, We agree with the
trial court when it held that the enumerated violations allegedly
committed by Florina were not sufficiently clear and not duly
established as facts in the records. First, the P3.5 Million given to
41 Spouses Benito v. Squitan-Ruiz, G.R. No. 149906, December 26, 2002.
42 Bacala v. Heirs of Poliño, G.R. No. 200608, February 10, 2021.
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Florina was a personal loan, this was clearly provided in the MOA.
Amiable it may have been for Bia to loan Florina the said amount to
aid the latter for their subdivision project, however, Florina
effectively acquired ownership of the money borrowed. Being the
owner, Florina can dispose of the money borrowed and her act will
not be considered misappropriation thereof or a violation of the
MOA, whether or not the said amount was used in the development
of the lots or not. Second, there was no provision in the MOAs that
Florina is prohibited to buy personal items – a car or a house and lot
– or even perishable items, for the entire duration of their contract. It
was not even established by material evidence that Florina used Bia's
money to purchase such items. Third, the bulldozing of the land
which posed as a danger of collapse of the adjacent school building
as well as the delays of rip-rapping thereof, on the other hand, are
unwelcome developments and necessary consequence that flows
from the nature of the works being implemented on the lands, but
the same may not be considered substantial or gross violation of the
MOAs. Fourth, Bia was well-aware of Florina's financial capacity as
she (Bia) even willingly loaned the latter the amount P3.5 Million to
aid her (Florina) in the initial development of the subject lands.
Finally, Bia merely assumed that Florina's intention of buying an
interior lot in between the two parcels of land and it remains an
assumption and lacking foundation.

On the contrary, Florina have already introduced

improvements on the properties pursuant to their agreements.
Records show that Florina already secured an approval declaring the
said parcels of land from agricultural to residential lands. 43 Ground
development works have also already started, rights of ways have
been established, and land slopes have been flattened. These further
connote that Florina has also spent substantial amount for these
activities on the land. While Florina have not established with
concrete proof of the specific amount she spent on the subdivision
project, still, this Court cannot discount the fact that she indeed spent
substantial amount for the said project.

In this accord, the trial court is therefore correct when it

annulled the Notarial Act of Rescission of the MOAs and Notarial
43 Records, pp. 626-628.
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Revocation of the Special Powers of Attorneys. We quote with approval

the following disposition of the trial court:

“xxx It would be unjust and unfair if Bia would be allowed to just

unilaterally rescind the MOAs which she knowingly and voluntarily
entered into with Florina after Florina had already sunk in a substantial
amount into the subdivision project pursuant to what was agreed upon by
them.”44

Notably, the subject MOAs do not provide for a timeline for the
completion of the subdivision project. Neither were there any
provisions as to when Florina should surrender to Bia the payments
she collected from prospective buyers. As the contracts go, Florina is
authorized to receive the proceeds of the sale of the property to
further develop the same. Without these provisions on the timeline,
Florina cannot be considered yet to have reneged with her obligation
to deliver to Bia the amount she collected as a result of their
subdivision project.

With respect to the revocation of the Special Power of Attorney

marked as Exhibit “I”, We agree with the lower court that Bia did not
mention or specify, the grounds or basis of such revocation. It bears
stressing that Florina's authority to deal with the properties subject of
the MOAs was expressly provided therein. Having established that
Florina did not commit violation considered as substantial breach,
the Special Power of Attorney marked as Exhibit “I” should also be
upheld. The revocation of the SPA marked of Exhibit “G”,
meanwhile, is warranted under the law for the reasons earlier
discussed.

Whether or not to admit Bia, et al's

Motion to Amend Answer –

Finally, Bia would have this Court reverse the Order 45 dated
November 20, 2019 issued by the trial court denying her Motion to
Amend Answer of Bia Tenefrancia.46 In denying the said motion, the
trial court ratiocinated that the trial has already been terminated

44 Rollo, p. 130.
45 Id. at 940-941.
46 Records, pp. 889-892.
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considering that the parties have already formally offered their

respective evidence and that the case was already submitted for
decision. Furthermore, the trial court held that the amendment
sought for by Bia, et al was not a formal one, instead it carries an
implication on the nature of the documents subject matter of this
case.

Now, in this Appeal, Bia, et al posit that in view of the

revocation of the SPA marked as Exhibit “G' involving the
conveyance of the property with an area of 1,626 square meters to
Marjorie Samidan, the latter no longer has the right to remain and
retain possession of the subject lot. Bia, et al now pray that Marjorie
Samidan be ordered to vacate the subject lot covered by TCT No. 016-
2012000752.

Under the Rules of Court, a party may amend his pleading once
as a matter of right at any time before a responsive pleading is
served, or in the case of a reply, at any time within ten (10) days after
it is served.47 At this stage, a party has the absolute right to amend his
pleading and may introduce a new cause of action or change in
theory. On the other hand, substantial amendments after the answer
had been filed may be made only upon leave of court; but such leave
may be refused if it appears to the court that the motion was made
with intent to delay or defense is substantially altered.48

In the present case, however, the motion to file an amended

answer was filed after the parties have already formally offered their
evidence. Therefore, the grant of the Motion and admission of the
amended answer is subject to the discretion of the trial court. Bia, et
al's failure to secure such prior leave, the lower court cannot be
faulted for denying the admission of the said Amended Answer.
Nonetheless, even if such prior leave of court was duly filed, the
court a quo could still deny it on the ground that the Amended
Answer substantially altered the theory of the defense, which is
precisely the reason of the trial court.

47 Section 2, Rule 10 of the Rules of Court.

48 NAMAWU v. Calderon Vargas, G.R. No. 157232, December 10, 2007.
CA-G.R. CV No. 115542
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Notwithstanding, We are not precluded from reconveying the

subject parcel of land comprising of 1,626 square meters conveyed by
Florina to Marjorie Samidan, in view of Our pronouncement that
Florina acted beyond her authority granted under the SPA marked as
Exhibit “G” and that Marjorie Samidan is not a buyer in good faith.
Section 2(c), Rule 7 of the Rules of Court provides that a pleading shall
specify the relief sought but it may add as general prayer for such further or
other relief as may be deemed just and equitable. Thus, even without the
prayer for a specific remedy, proper relief may be granted by the
court if the facts alleged in the complaint and the evidence
introduced so warrant.49 The prayer in Bia, et al's Answer50 for other
reliefs equitable and just in the premises justifies the grant of a relief
not otherwise specifically prayed for.

WHEREFORE, premises considered, the Joint Decision dated

February 26, 2020 rendered by the Regional Trial Court, Branch 62,
La Trinidad, Benguet, in Civil Case No. 17-CV-3313 and 13-CV-2906
is hereby AFFIRMED with MODIFICATION in that: upon finality
of this Decision, defendant Marjorie Samidan is ORDERED to vacate
and surrender possession of the parcel of land comprising of 1,626
square-meters covered by TCT No. 016-2012000752 to Bia
Tenefrancia, et al.

Other aspects of the Decision are AFFIRMED.

SO ORDERED.

ORIGINAL SIGNED
MAXIMO M. DE LEON
Associate Justice

49 Primelink Properties & Development Corp. v. Lazatin-Magat, G.R. No. 167379, June 26, 2006.
50 Records, pp. 45-53.
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WE CONCUR:

ORIGINAL SIGNED ORIGINAL SIGNED

MANUEL M. BARRIOS PERPETUA SUSANA T. ATAL-PAÑO
Associate Justice Associate Justice

CERTIFICATION

Pursuant to Article VIII, Section 13 of the Constitution, it is

hereby certified that the conclusions in the above decision were
reached in consultation before the case was assigned to the writer of
the opinion of the Court.

ORIGINAL SIGNED
MANUEL M. BARRIOS
Associate Justice
CA-G.R. CV No. 115542
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Chairperson, Eighth Division