8/13/2019 Heirs of Uy Ek Liong v Mauricia Meer Castillo Obligation With a Penal Clause

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G.R. No. 176425

HEIRS OF MANUEL UY EK LIONG, represente !" #ELEN LIM $%A. %E UY,  Petitioners,vs.MAURI&IA MEER &AS'ILLO, HEIRS OF #UENAFLOR &. UMALI, represente !" NAN&Y UMALI,$I&'ORIA H. &AS'ILLO, #ER'ILLA &. RA%A, MARIE''A &. &A$ANE(, LEO$INA &. )AL#UENA

*n +HILI+ M. &AS'ILLO, Respondents.

D E C I S I O N

+ERE(, J.:

 Assailed in this Petition for Review on Certiorari filed pursuant to Rule 45 of the Rules of Court is theDeision!dated "# $anuar% "&&' rendered (% the )ifteenth Division of the Court of Appeals in CA*+.R.C No. -4-'," the dispositive portion of whih states/

01ERE)ORE, pre2ises onsidered, the assailed $anuar% "', "&&5 Deision of the Re3ional rial Courtof uena Cit%, 6ranh 57, in Civil Case No. 7#*!', is here(% REERSED and SE ASIDE and a newone entered delarin3 the A+REE8EN and the 9AS:ND:AN void a( initio for (ein3 ontrar% to law

and pu(li poli%, without pre;udie to the attorne%<s filin3 a proper ation for olletion of reasona(leattorne%<s fees (ased on =uantu2 2eruit and without pre;udie also to ad2inistrative har3es (ein3 fileda3ainst ounsel for ounsel<s openl% enterin3 into suh an ille3al A+REE8EN in violation of the Canonsof Professional Responsi(ilit% whih ation 2a% (e instituted with the Supre2e Court whih has e>lusive

 ;urisdition to i2pose suh penalties on 2e2(ers of the (ar.

No pronoune2ent as to osts.

SO ORDERED.# ?Italis and :ndersore Ours@

he )ats

 Alon3side her hus(and, )elipe Castillo, respondent 8auriia 8eer Castillo was the owner of four parelsof land with an a33re3ate area of 5#,#&' s=uare 2eters, situated in Silan3an 8a%ao, uena Cit% andre3istered in their na2es under ransfer Certifiate of itle ?C@ Nos. *4"!&4, *#"""', *#!'5" and*4"!&#. 0ith the death of )elipe, a deed of e>tra;udiial partition over his estate was e>euted (% hisheirs, na2el%, 8auriia, 6uenaflor :2ali and respondents itoria Castillo, 6ertilla Rada, 8ariettaCavane, eovina $al(uena and Philip Castillo. :tilied as seurit% for the pa%2ent of a trator purhased(% 8auriia<s nephew, Santia3o Rivera, fro2 6or2aheo, In., it appears, however, that the su(;etproperties were su(se=uentl% sold at a pu(li aution where Insurane Corporation of the Philippines?ICP@ tendered the hi3hest (id. 1avin3 onsolidated its title, ICP liBewise sold said parels in favor ofPhilippine 8ahiner% Parts 8anufaturin3 Co., In. ?P8P8CI@ whih, in turn, aused the sa2e to (e titledin its na2e.4

On "7 Septe2(er !7', respondents and 6uenaflor instituted Civil Case No. -&-5 (efore the then Court

of )irst Instane ?C)I@ of ueon, for the purpose of seeBin3 the annul2ent of the transations andorproeedin3s involvin3 the su(;et parels, as well as the Cs proured (% P8P8CI.5 Enounterin3finanial diffiulties in the proseution of Civil Case No. -&-5, respondents and 6uenaflor entered into an

 A3ree2ent dated "& Septe2(er !7'- where(% the% proured the le3al servies of Att%. Ed2undo epedaand the assistane of 8anuel :% EB ion3 who, as finanier, a3reed to underwrite the liti3ation e>pensesentailed (% the ase. In e>han3e, it was stipulated in the notaried A3ree2ent that, in the event of afavora(le deision in Civil Case No. -&-5, Att%. epeda and 8anuel would (e entitled to Fa share of fort%?4&G@ perent of all the realties andor 2onetar% (enefits, 3ratuities or da2a3esF whih 2a% (ead;udiated in favor of respondents.

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On the sa2e date, respondents and 6uenaflor entered into another notaried a3ree2ent deno2inated asa 9asunduan where(% the% a3reed to sell their re2ainin3 si>t% ?&G@ perent share in the su(;et parelsin favor of 8anuel for the su2 of P!-&,&&&.&&. he parties stipulated that 8anuel would pa% adownpa%2ent in the su2 of P!,&&&.&& upon the e>eution of the 9asunduan and that respondents and6uenaflor would retain and re2ain the owners of a !,'5&*s=uare 2eter portion of said real properties. Itwas liBewise a3reed that an% part% violatin3 the 9asunduan would pa% the a33rieved part% a penalt% fi>edin the su2 of P5&,&&&.&&, to3ether with the attorne%<s fees and liti3ation e>penses inurred should a ase(e su(se=uentl% filed in ourt. he parties liBewise a3reed to further enter into suh other stipulations aswould (e neessar% to ensure that the sale would push throu3h andor in the event of ille3alit% ori2possi(ilit% of an% part of the 9asunduan.'

0ith his death on !7 Au3ust !7-7,- 8anuel was survived (% petitioners, 1eirs of 8anuel :% EB ion3,who were later represented in the ne3otiations re3ardin3 the su(;et parels and in this suit (% petitioner6eleni2 da. de :%. he reord also shows that the proeedin3s in Civil Case No. -&-5 ul2inated inthis Court<s rendition of a !# Septe2(er !77& Deision in +.R. No. -75!7 in favor of respondents and6uenaflor .!& Su(se=uent to the finalit% of the Court<s Deision,!! it appears that the su(;et parels weresu(divided in aordane with the A3ree2ent, with si>t% ?&G@ perent thereof onsistin3 of #!,7-#s=uare 2eters e=uall% apportioned a2on3 and re3istered in the na2es of respondents and 6uenaflorunder C Nos. *'"&"', *'"&"-, *'"&"7, *'"&#&, *'"&#!, *'"&#" and *'"&##.!" Consistin3 of"!,#"4 s=uare 2eters, the re2ainin3 fort% ?4&G@ perent was, in turn, re3istered in the na2es ofpetitioners and Att%. epeda under C No. *'"&".!#

Supposedl% atin3 on the advie of Att%. epeda, respondents wrote petitioners a letter dated "" 8arh!77#, essentiall% infor2in3 petitioners that respondents were willin3 to sell their si>t% ?&G@ perent sharein the su(;et parels for the onsideration of P5&&.&& per s=uare 2eter.!4 Insistin3 on the prie a3reedupon in the 9asunduan, however, petitioners sent a letter dated !7 8a% !77#, re=uestin3 respondents toe>eute within !5 da%s fro2 notie the neessar% Deed of A(solute Sale over their &G share asaforesaid, e>ludin3 the !,'5&*s=uare 2eter portion speified in their a3ree2ent with 8anuel. Infor2edthat petitioners were read% to pa% the re2ainin3 P!'7,&&&.&& (alane of the a3reed prie,!5 respondentswrote a "- 8a% !77# repl%, re2indin3 the for2er of their purported refusal of earlier offers to sell theshares of eovina and of 6uenaflor who had, in the 2eanti2e, died.! In a letter dated ! $une !77#,respondents also alled petitioners< attention to the fat, a2on3 others, that their ri3ht to asB for anadditional onsideration for the sale was reo3nied under the 9asunduan.!'

On Oto(er !77#, petitioners o22ened the instant suit with the filin3 of their o2plaint for speifiperfor2ane and da2a3es a3ainst the respondents and respondent 1eirs of 6uenaflor, as thenrepresented (% 8enardo :2ali. )aultin3 respondents with un;ustified refusal to o2pl% with theiro(li3ation under the 9asunduan, petitioners pra%ed that the for2er (e ordered to e>eute the neessar%Deed of A(solute Sale over their shares in the su(;et parels, with inde2nities for 2oral and e>e2plar%da2a3es, as well as attorne%<s fees, liti3ation e>penses and the osts of the suit.!- Served with su22ons,respondents filed their Answer with Counterlai2 and 8otion to )ile hird Part% Co2plaint on #Dee2(er !77#. 8aintainin3 that the A3ree2ent and the 9asunduan were ille3al for (ein3unonsiona(le and ontrar% to pu(li poli%, respondents averred that Att%. epeda was anindispensa(le part% to the ase. o3ether with the dis2issal of the o2plaint and the annul2ent of saidontrats and C No. *'"&", respondents sou3ht the 3rant of their ounterlai2s for 2oral ande>e2plar% da2a3es, as well as attorne%<s fees and liti3ation e>penses.!7

he issues there(% ;oined, the Re3ional rial Court ?RC@, 6ranh 54, uena Cit%, proveeded to ondutthe 2andator% preli2inar% onferene in the ase."& After initiall% 3rantin3 respondents< 2otion to file athird part% o2plaint a3ainst Att%. epeda,"! the RC, upon petitioners< 2otion for reonsideration,"" wenton to issue the !- $ul% !77' Order disallowin3 the filin3 of said pleadin3 on the 3round that the validit% ofthe A3ree2ent and the ause of ation a3ainst Att%. epeda, whose wherea(outs were then unBnown,would (e (etter threshed out in a separate ation."# he denial"4 of their 2otion for reonsideration of thefore3oin3 order "5 pro2pted respondents to file a notie of appeal" whih was, however, denied dueourse (% the RC on the 3round that the orders sou3ht to (e appealed were non*appeala(le."' On !4

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Dee2(er !77', 8enardo died"- and was su(stituted (% his dau3hter Nan% as representative ofrespondent 1eirs of 6uenaflor ."7

In the ensuin3 trial of the ase on the 2erits, petitioners alled to the witness stand Sa2uel i2 :% EBion3#&whose testi2on% was refuted (% Philip#! and eovina#" durin3 the presentation of the defenseevidene. On "' $anuar% "&&5, the RC rendered a deision findin3 the 9asunduan valid and (indin3

(etween respondents and petitioners who had the ri3ht to de2and its fulfill2ent as 8anuel<s suessors*in*interest. 6rushin3 aside Philip<s testi2on% that respondents were fored to si3n the 9asunduan, theRC ruled that said ontrat (ea2e effetive upon the finalit% of this Court<s !# Septe2(er !77&Deision in +.R. No. -75! whih served as a suspensive ondition therefor. 1avin3 (enefited fro2 thele3al servies rendered (% Att%. epeda and the finanial assistane e>tended (% 8anuel, respondentswere also delared estopped fro2 =uestionin3 the validit% of the A3ree2ent, 9asunduan and C No. *'"&". 0ith the 9asunduan upheld as the law (etween the ontratin3 parties and their privies,## the RCdisposed of the ase in the followin3 wise/

01ERE)ORE, pre2ises onsidered, the Court finds for the petitioners and here(%/

!. Orders the respondents to e>eute and deliver a Deed of Conve%ane in favor of the petitionersoverin3 the &G of the properties for2erl% overed (% ransfer Certifiates of itle Nos. *#!'5,

4"!&4, *4"!&#, *#"""' and *4"!&4 whih are now overed (% ransfer Certifiates of itle Nos. *'"&"', *'"&"-, *'"&"7, *'"&#&, *'"&#!, *'"&#", *'"&## and *'"&", all of the Re3istr% ofDeeds of uena Cit%, for and in onsideration of the a2ount of P!-&,&&&.&& in aordane with theprovisions of the 9AS:ND:AN, and

". Orders the petitioners to pa% and deliver to the respondents upon the latter<s e>eution of the Deedof Conve%ane 2entioned in the preedin3 para3raph, the a2ount of P!'7,&&&.&& representin3 the(alane of the purhase prie as provided in the 9AS:ND:AN, and

#. Orders the respondents to pa% the petitioners the followin3 a2ounts/

a@. P5&,&&&.&& as and for 2oral da2a3esH

(@. P5&,&&&.&& as and for e>e2plar% da2a3esH and

@. P5&,&&&.&& as and for attorne%<s fees.

and to pa% the osts.

SO ORDERED.#4

Dissatisfied with the RC<s deision, (oth petitioners#5 and respondents perfeted their appeals# whihwere doBeted (efore the CA as CA*+.R. C No. -4-'. 0hile petitioners pra%ed for the inrease of the2onetar% awards ad;udiated a =uo, as well as the further 3rant of li=uidated da2a3es in theirfavor,#' respondents sou3ht the o2plete reversal of the appealed deision on the 3round that the

 A3ree2ent and the 9asunduan were null and void.#- On "# $anuar% "&&', the CA rendered the herein

assailed deision, settin3 aside the RC<s deision, upon the followin3 findin3s and onlusions, to wit/?a@ the A3ree2ent and 9asunduan are (%produts of the partnership (etween Att%. epeda and 8anuelwho, as a non*law%er, was not authoried to pratie lawH ?(@ the A3ree2ent is void under Artile !47! ?5@of the Civil Code of the Philippines whih prohi(its law%ers fro2 a=uirin3 properties whih are the o(;etsof the liti3ation in whih the% have taBen partH ?@ ;ointl% desi3ned to o2pletel% deprive respondents ofthe su(;et parels, the A3ree2ent and the 9asunduan are invalid and unonsiona(leH and ?d@ withoutpre;udie to his lia(ilit% for violation of the Canons of Professional Responsi(ilit%, Att%. epeda an file anation to ollet attorne%<s fees (ased on =uantu2 2eruit.#7

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he Issue

Petitioners seeB the reversal of the CA<s deision on the followin3 issue/

01E1ER OR NO 1E 1ONORA6E CO:R O) APPEAS, )I)EEN1 DIISION, CO8IED AREERSI6E ERROR 01EN I REERSED AND SE ASIDE 1E DECISION O) 1E RC 6RANC1 57,

:CENA CI, IN CII CASE NO. 7#*!' DECARIN+ 1E A+REE8EN AND 9AS:ND:AN OID A6INIIO )OR 6EIN+ CONRAR O A0 AND P:6IC POIC )OR 6EIN+ IOAIE O) AR. !47! O)1E NE0 CII CODE AND 1E CANONS O) PRO)ESSIONA RESPONSI6II.4&

he Court<s Rulin3

0e find the petition i2pressed with partial 2erit.

 At the outset, it (ears pointin3 out that the o2plaint for speifi perfor2ane filed (efore the RC sou3htonl% the enfore2ent of petitioners< ri3hts and respondents< o(li3ation under the 9asunduan. Althou3h theanswer filed (% respondents also assailed the validit% of the A3ree2ent and C No. *'"&", the reordshows that the RC, in its order dated !- $ul% !77', disallowed the filin3 of a third*part% o2plaint a3ainst

 Att%. epeda on the 3round that the auses of ation in respet to said ontrat and title would (e (etter

threshed out in a separate ation. As Att%. epeda<s wherea(outs were then unBnown, the RC also ruledthat, far fro2 ontri(utin3 to the e>peditious settle2ent of the ase, the 3rant of respondents< 2otion tofile a third*part% o2plaint would onl% dela% the proeedin3s in the ase. 4! 0ith the ! Oto(er !77- denialof their 2otion for reonsideration of the fore3oin3 order, respondents su(se=uentl% filed a notie ofappeal whih was, however, denied due ourse on the 3round that the orders den%in3 their 2otion to filea third*part% o2plaint and their 2otion for reonsideration were interloutor% and non*appeala(le. 4"

 A(sent a showin3 that the RC<s rulin3 on the fore3oin3 issues was reversed and set aside, we find thatthe CA reversi(l% erred in rulin3 on the validit% of the A3ree2ent whih respondents e>euted not onl%with petitioners< predeessor*in*interest, 8anuel, (ut also with Att%. epeda. Sine it is 3enerall% aeptedthat no 2an shall (e affeted (% an% proeedin3 to whih he is a stran3er,4# the rule is settled that a ourt2ust first a=uire ;urisdition over a part% J either throu3h valid servie of su22ons or voluntar%appearane J for the latter to (e (ound (% a ourt deision.44 he fat that Att%. epeda was not properl%

i2pleaded in the suit and 3iven a hane to present his side of the ontrovers% (efore the RC shouldhave dissuaded the CA fro2 invalidatin3 the A3ree2ent and holdin3 that attorne%<s fees should, instead,(e o2puted on a =uantu2 2eruit (asis. Ad2ittedl%, Artile !47! ?5@45 of the Civil Code prohi(its law%ersfro2 a=uirin3 (% purhase or assi3n2ent the propert% or ri3hts involved whih are the o(;et of theliti3ation in whih the% intervene (% virtue of their profession. he CA lost si3ht of the fat, however, thatthe prohi(ition applies onl% durin3 the penden% of the suit4 and 3enerall% does not over ontrats forontin3ent fees where the transfer taBes effet onl% after the finalit% of a favora(le ;ud32ent.4'

 Althou3h e>euted on the sa2e da%, it annot liBewise (e 3ainsaid that the A3ree2ent and the9asunduan are independent ontrats, with parties, o(;ets and auses different fro2 that of the other.Defined as a 2eetin3 of the 2inds (etween two persons where(% one (inds hi2self, with respet to theother to 3ive so2ethin3 or to render so2e servie,4- a ontrat re=uires the onurrene of the followin3re=uisites/ ?a@ onsent of the ontratin3 partiesH ?(@ o(;et ertain whih is the su(;et 2atter of the

ontratH and, ?@ ause of the o(li3ation whih is esta(lished.47

 E>euted in e>han3e for the le3alservies of Att%. epeda and the finanial assistane to (e e>tended (% 8anuel, the A3ree2entonerned respondents< transfer of 4&G of the avails of the suit, in the event of a favora(le ;ud32ent inCivil Case No. -&-5. 0hile onededl% su(;et to the sa2e suspensive ondition, the 9asunduan was, inontrast, onluded (% respondents with 8anuel alone, for the purpose of sellin3 in favor of the latter &Gof their share in the su(;et parels for the a3reed prie of P!-&,&&&.&&. +iven these lear distintions,petitioners orretl% ar3ue that the CA reversi(l% erred in not deter2inin3 the validit% of the 9asunduanindependent fro2 that of the A3ree2ent.

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iewed in the li3ht of the autono2ous nature of ontrats enuniated under Artile !#& 5& of the CivilCode, on the other hand, we find that the 9asunduan was orretl% found (% the RC to (e a valid and(indin3 ontrat (etween the parties. Alread% partiall% e>euted with respondents< reeipt of P!,&&&.&&fro2 8anuel upon the e>eution thereof, the 9asunduan si2pl% onerned the sale of the for2er<s &Gshare in the su(;et parel, less the !,'5&*s=uare 2eter portion to (e retained, for the a3reedonsideration of P!-&,&&&.&&. As a notaried dou2ent that arries the evidentiar% wei3ht onferred uponit with respet to its due e>eution,5! the 9asunduan was shown to have (een si3ned (% respondents withfull Bnowled3e of its ontents, as 2a% (e 3leaned fro2 the testi2onies eliited fro2 Philip5" and eovina.5#

 Althou3h Philip had repeatedl% lai2ed that respondents had (een fored to si3n the A3ree2ent and the9asunduan, his testi2on% does not show suh vitiation of onsent as would warrant the avoidane of theontrat. 1e si2pl% 2eant that respondents felt onstrained to aede to the stipulations insisted upon (%

 Att%. epeda and 8anuel who were not otherwise willin3 to push throu3h with said ontrats.54

 At an% rate, our perusal of the reord shows that respondents< 2ain o(;etion to the enfore2ent of the9asunduan was the pereived inade=ua% of the P!-&,&&&.&& whih the parties had fi>ed asonsideration for &G of the su(;et parels. Rather than lai2in3 vitiation of their onsent in the answerthe% filed a =uo, respondents, in fat, distintl% averred that the 9asunduan was tanta2ount to un;ustenrih2ent and Fa lear soure of speulative profitF at their e>pense sine their re2ainin3 share in said

properties had Fa urrent 2arBet value of P7,574,7&&.&&, 2ore or less.F55

 In their "" 8arh !77# letter topetitioners, respondents also ited pries then prevailin3 for the sale of properties in the area and offeredto sell their &G share for the prie of P5&&.&& per s=uare 2eter 5 or a total of P!5,77!,5&&.&&. Inresponse to petitioners< insistene on the prie ori3inall% a3reed upon (% the parties,5' respondents eveninvoBed the last para3raph5- of the 9asunduan to the effet that the parties a3reed to enter into suh otherstipulations as would (e neessar% to ensure the fruition of the sale.57

In the a(sene of an% showin3, however, that the parties were a(le to a3ree on new stipulations thatwould 2odif% their a3ree2ent, we find that petitioners and respondents are (ound (% the ori3inal ter2se2(odied in the 9asunduan. O(li3ations arisin3 fro2 ontrats, after all, have the fore of law (etweenthe ontratin3 parties&who are e>peted to a(ide in 3ood faith with their ontratual o22it2ents, notweasel out of the2.! 8oreover, when the ter2s of the ontrat are lear and leave no dou(t as to theintention of the ontratin3 parties, the rule is settled that the literal 2eanin3 of its stipulations should

3overn. In suh ases, ourts have no authorit% to alter a ontrat (% onstrution or to 2aBe a newontrat for the parties. Sine their dut% is onfined to the interpretation of the one whih the parties have2ade for the2selves without re3ard to its wisdo2 or foll%, it has (een ruled that ourts annot suppl%2aterial stipulations or read into the ontrat words it does not ontain."Indeed, ourts will not relieve apart% fro2 the adverse effets of an unwise or unfavora(le ontrat freel% entered into.#

Our perusal of the 9asunduan also shows that it ontains a penal lause4 whih provides that a part% whoviolates an% of its provisions shall (e lia(le to pa% the a33rieved part% a penalt% fi>ed at P5&,&&&.&&,to3ether with the attorne%<s fees and liti3ation e>penses inurred (% the latter should ;udiial resolution ofthe 2atter (eo2es neessar%.5 An aessor% undertaBin3 to assu2e 3reater lia(ilit% on the part of theo(li3or in ase of (reah of an o(li3ation, the fore3oin3 stipulation is a penal lause whih serves tostren3then the oerive fore of the o(li3ation and provides for li=uidated da2a3es for suh(reah. Fhe o(li3or would then (e (ound to pa% the stipulated inde2nit% without the neessit% of proofof the e>istene and the 2easure of da2a3es aused (% the (reah.F' Artiles !"" and !""' of the CivilCode state/

 Art. !"". In o(li3ations with a penal lause, the penalt% shall su(stitute the inde2nit% for da2a3es andthe pa%2ent of interests in ase of nono2pliane, if there is no stipulation to the ontrar%. Nevertheless,da2a3es shall (e paid if the o(li3or refuses to pa% the penalt% or is 3uilt% of fraud in the fulfill2ent of theo(li3ation.

he penalt% 2a% (e enfored onl% when it is de2anda(le in aordane with the provisions of this Code.

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 Art. !""'. he de(tor annot e>e2pt hi2self fro2 the perfor2ane of the o(li3ation (% pa%in3 thepenalt%, save in the ase where this ri3ht has (een e>pressl% reserved for hi2. Neither an the reditorde2and the fulfill2ent of the o(li3ation and the satisfation of the penalt% at the sa2e ti2e, unless thisri3ht has (een learl% 3ranted to hi2. 1owever, if after the reditor has deided to re=uire the fulfill2ent ofthe o(li3ation, the perfor2ane thereof should (eo2e i2possi(le without his fault, the penalt% 2a% (eenfored.F

In the a(sene of a showin3 that the% e>pressl% reserved the ri3ht to pa% the penalt% in lieu of theperfor2ane of their o(li3ation under the 9asunduan, respondents were orretl% ordered (% the RC toe>eute and deliver a deed of onve%ane over their &G share in the su(;et parels in favor ofpetitiOners. Considerin3 that the 9asunduan stipulated that respondents would retain a portion of theirshare onsistin3 of !,'5& s=uare 2eters, said disposition should, however, (e 2odified to 3ive full effetto the intention of the ontratin3 parties. Sine the parties also fi>ed li=uidated da2a3es in the su2of P5&,&&&.&& in ase of (reah, we find that said a2ount should suffie as petitionersK inde2nit%, withoutfurther need of o2pensation for 2oral and e>e2plar% da2a3es. In o(li3ations with a penal lause, thepenalt% 3enerall% su(stitutes the inde2nit% for da2a3es and the pa%2ent of interests in ase of non*o2pliane.- :suall% inorporated to reate an effetive deterrent a3ainst (reah of the o(li3ation (%2aBin3 the onse=uenes of suh (reah as onerous as it 2a% (e possi(le, the rule is settled that apenal lause is not li2ited to atual and o2pensator% da2a3es7

he RCKs award of attorne%Ks fees in the su2 of P5&,&&&.&& is, however, proper.1âwphi1 Aside fro2 the fatthat the penal lause inluded a lia(ilit% for said award in the event of liti3ation over a (reah of the9asunduan, petitioners were a(le to prove that the% inurred said su2 in en3a3in3 the servies of theirlaw%er to pursue their ri3hts and protet their interests.'&

01ERE)ORE, pre2ises onsidered, the Court of AppealsK assailed "# $anuar% "&&' Deision isREERSED and SE ASIDE. In lieu thereof, the RCKs "' $anuar% "&&5 Deision is REINSAEDsu(;et to the followin3 8ODI)ICAIONS/ ?a@ the e>lusion of a !,'5&*s=uare 2eter portion fro2 the &Gshare in the su(;et parel respondents were ordered to onve% in favor of petitionersH and ?(@ thedeletion of the awards of 2oral and e>e2plar% da2a3es. he ri3hts of the parties under the A3ree2ent2a% (e deter2ined in a separate liti3ation.

SO ORDERED.