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320 SUPREME COURT REPORTS ANNOTATED

Toyota Shaw, Inc. vs. Court of Appeals

*
G.R. No. 116650. May 23, 1995.

TOYOTA SHAW, INC., petitioner, vs. COURT OF

APPEALS and LUNA L. SOSA, respondents.

Civil Law; Contracts; Sales; Exhibit “A” is not a contract of

sale.—What is clear from Exhibit “A” is not what the trial court
and the Court of Appeals appear to see. It is not a contract of sale.
No obligation on the part of Toyota to transfer ownership of a
determinate thing to Sosa and no correlative obligation on the
part of the latter to pay therefor a price certain appears therein.
The provision on the downpayment of P100,000.00 made no
specific reference to a sale of a vehicle. If it was intended for a
contract of sale, it could only refer to a sale on installment basis,
as the VSP executed the following day confirmed. But nothing
was mentioned about the full purchase price and the manner the
installments were to be paid.
Same; Same; Same; Definiteness as to the price is an essential
element of a binding agreement to sell personal property.—This
Court had already ruled that a definite agreement on the manner
of payment of the price is an essential element in the formation of
a binding and enforceable contract of sale. This is so because the
agreement as to the manner of payment goes into the price such
that a disagreement on the manner of payment is tantamount to a
failure to agree on the price. Definiteness as to the price is an
essential element of a binding agreement to sell personal
property.
Same; Same; Same; Agency; A person dealing with an agent is
put upon inquiry and must discover upon his peril the authority of
the agent.—He knew that Bernardo was only a sales
representative of Toyota and hence a mere agent of the latter. It
was incumbent upon Sosa to act with ordinary prudence and
reasonable diligence to know the extent of Bernardo’s authority as
an agent in respect of contracts to sell Toyota’s vehicles. A person
dealing with an agent is put upon inquiry and must discover upon
his peril the authority of the agent.

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Same; Same; Same; Damages; Attorney’s Fees; Award of

moral and exemplary damages and attorney’s fees and costs of suit
is without legal basis.—The award then of moral and exemplary
damages and attorney’s fees and costs of suit is without legal
basis. Besides, the only

_______________

* FIRST DIVISION.

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Toyota Shaw, Inc. vs. Court of Appeals

ground upon which Sosa claimed moral damages is that since it

was known to his friends, townmates, and relatives that he was
buying a Toyota Lite Ace which they expected to see on his
birthday, he suffered humiliation, shame, and sleepless nights
when the van was not delivered. The van became the subject
matter of talks during his celebration that he may not have paid
for it, and this created an impression against his business
standing and reputation. At the bottom of this claim is nothing
but misplaced pride and ego. He should not have announced his
plan to buy a Toyota Lite Ace knowing that he might not be able
to pay the full purchase price. It was he who brought
embarrassment upon himself by bragging about a thing which he
did not own yet. Since Sosa is not entitled to moral damages and
there being no award for temperate, liquidated, or compensatory
damages, he is likewise not entitled to exemplary damages. Under
Article 2229 of the Civil Code, exemplary or corrective damages
are imposed by way of example or correction for the public good,
in addition to moral, temperate, liquidated, or compensatory
damages. Also, it is settled that for attorney’s fees to be granted,
the court must explicitly state in the body of the decision, and not
only in the dispositive portion thereof, the legal reason for the
award of attorney’s fees. No such explicit determination thereon
was made in the body of the decision of the trial court. No reason
thus exists for such an award.

PETITION for review on certiorari of a decision of the

Court of Appeals.

The facts are stated in the opinion of the Court.

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     Bengzon, Zarraga, Narciso, Cudala, Pecson, Bengzon

& Jimenez for petitioner.
     Carag, Caballes, Jamora & Somera Law Offices for
private respondent.

DAVIDE, JR., J.:

At the heart of the1 present controversy is the document

marked Exhibit “A” for the private respondent, which was
signed by a sales representative of Toyota Shaw, Inc.
named Popong Bernardo. The document reads as follows:

_______________

1 Annex “A” of Complaint in Civil Case No. 89-14 of Branch 38 of the

Regional Trial Court of Marinduque; Rollo, 70.

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322 SUPREME COURT REPORTS ANNOTATED

Toyota Shaw, Inc. vs. Court of Appeals

4 June 1989

AGREEMENTS BETWEEN MR. SOSA

& POPONG BERNARDO OF TOYOTA
SHAW, INC.

1. all necessary documents will be submitted to TOYOTA

SHAW, INC. (POPONG BERNARDO) a week after, upon
arrival of Mr. Sosa from the Province (Marinduque) where
the unit will be used on the 19th of June.
2. the downpayment of P100,000.00 will be paid by Mr. Sosa
on June 15, 1989
3. the TOYOTA SHAW, INC. LITE ACE yellow, will be pick-
up [sic] and released by TOYOTA SHAW, INC. on the
17th of June at 10 a.m.

Very truly yours,

(Sgd.) POPONG BERNARDO.

Was this document, executed and signed by the petitioner’s

sales representative, a perfected contract of sale, binding
upon the petitioner, breach of which would entitle the
private respondent to damages and attorney’s fees? The
trial court and the Court of Appeals took the affirmative
view. The petitioner disagrees. Hence, this petition for
review on certiorari.

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The antecedents as disclosed in the decisions of both the

trial court and the Court of Appeals, as well as in the
pleadings of petitioner Toyota Shaw, Inc. (hereinafter
Toyota) and respondent Luna L. Sosa (hereinafter Sosa)
are as follows. Sometime in June of 1989, Luna L. Sosa
wanted to purchase a Toyota Lite Ace. It was then a seller’s
market and Sosa had difficulty finding a dealer with an
available unit for sale. But upon contacting Toyota Shaw,
Inc., he was told that there was an available unit. So on 14
June 1989, Sosa and his son, Gilbert, went to the Toyota
office at Shaw Boulevard, Pasig, Metro Manila. There they
met Popong Bernardo, a sales representative of Toyota.
Sosa emphasized to Bernardo that he needed the Lite
Ace not later than 17 June 1989 because he, his family, and
a balikbayan guest would use it on 18 June 1989 to go to
Marinduque, his home province, where he would celebrate
his birthday on the 19th of June. He added that if he does
not arrive in his hometown

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Toyota Shaw, Inc. vs. Court of Appeals

with the new car, he would become a “laughing stock.”

Bernardo assured Sosa that a unit would be ready for pick
up at 10:00 a.m. on 17 June 1989. Bernardo then signed
the aforequoted “Agreements Between Mr. Sosa & Popong
Bernardo of Toyota Shaw, Inc.” It was also agreed upon by
the parties that the balance of the purchase price would be
paid by credit financing through B.A. Finance, and for this
Gilbert, on behalf of his father, signed the documents of
Toyota and B.A. Finance pertaining to the application for
financing.
The next day, 15 June 1989, Sosa and Gilbert went to
Toyota to deliver the downpayment of P100,000.00. They
met Bernardo who then accomplished
2
a printed Vehicle
Sales Proposal (VSP) No. 928, on which Gilbert signed
under the subheading CONFORME. This document shows
that the customer’s name is “MR. LUNA SOSA” with home
address at No. 2316 Guijo Street, United Parañaque II;
that the model series of the vehicle is a “Lite Ace 1500”
described as “4 Dr minibus”; that 3 payment is by
“installment,” to be financed by “B.A.,” with the initial
cash outlay of P100,000.00 broken down as follows:

a) downpayment —P53,148.00
b) insurance —P13,970.00
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c) BLT registration fee —P 1,067.00

  CHMO fee —P 2,715.00
  service fee —P 500.00
  accessories —P29,000.00

and that the “BALANCE TO BE FINANCED” is

“P274,137.00.” The spaces provided for “Delivery Terms”
were not filled-up. It also contains the following pertinent
provisions:

CONDITIONS OF SALES

1. This sale is subject to availability of unit.

2. Stated Price is subject to change without prior notice.
Price prevailing and in effect at time of selling will apply .
...

_______________

2 Annex of Answer in Civil Case No. 89-14; Rollo, 82; Annex “E” of
Petition; Rollo, 85.
3 Referring to B.A. Finance.

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324 SUPREME COURT REPORTS ANNOTATED

Toyota Shaw, Inc. vs. Court of Appeals

Rodrigo Quirante, the Sales Supervisor of

Bernardo, checked and approved the VSP.

On 17 June 1989, at around 9:30 a.m., Bernardo called

Gilbert to inform him that the vehicle would not be ready
for pick up at 10:00 a.m. as previously agreed upon but at
2:00 p.m. that same day. At 2:00 p.m., Sosa and Gilbert
met Bernardo at the latter’s office. According to Sosa,
Bernardo informed them that the Lite Ace was being
readied for delivery. After waiting for about an hour,
Bernardo told them that the car could not be delivered
because “nasulot ang unit ng ibang malakas.”
Toyota contends, however, that the Lite Ace was not
delivered to Sosa because of the disapproval by B.A.
Finance of the credit financing application of Sosa. It
further alleged that a particular unit had already been
reserved and earmarked for Sosa but could not be released
due to the uncertainty of payment of the balance of the
purchase price. Toyota then gave Sosa the option to
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purchase the unit by paying the full purchase price in cash

but Sosa refused.
After it became clear that the Lite Ace would not be
delivered to him, Sosa asked that his downpayment be
refunded. Toyota did so on the very same day by issuing a4
Far East Bank check for the full amount of P100,000.00,
the receipt
5
of which was shown by a check voucher of
Toyota, which Sosa signed with the re-servation, “without
prejudice to our future claims for damages.”
Thereafter, Sosa sent two letters to Toyota. In the first
letter, dated 27 June 1989 and signed by him, he demanded
the refund, within five days from receipt, of the
downpayment of P100,000.00 plus interest from the time
he paid it and the payment of damages with a warning that
in case of Toyota’s failure
6
to do so he would be constrained
to take legal action. The second, dated 4 November 1989
and signed by M.O. Caballes, Sosa’s counsel, demanded one
million pesos representing interest and damages, again,
with a warning that legal action would be taken if pay-

_______________

4 Exhibit “3,” Annex “G” of Petition; Rollo, 86.

5 Exhibit “4,” Annex “H” of Petition; Rollo, 87.
6 Annex “C” of Complaint in Civil Case No. 89-14; Id., 71-72. This
downpayment had already been refunded and received by Sosa himself as
shown by the Check Voucher, Exhibit “4.”

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Toyota Shaw, Inc. vs. Court of Appeals

7
ment was not made within three days. Toyota’s counsel8
answered through a letter dated 27 November 1989
refusing to accede to the demands of Sosa. But even before
this answer was made and received by Sosa, the latter filed
on 20 November 1989 with Branch 38 of the Regional Trial
Court (RTC) of Marinduque a complaint against Toyota for
damages under Articles 19 and 9
21 of the Civil Code in the
total amount of P1,230,000.00. He alleges, inter alia, that:

9. As a result of defendant’s failure and/or refusal to

deliver the vehicle to plaintiff, plaintiff suffered
embarrassment, humiliation, ridicule, mental
anguish and sleepless nights because: (i) he and his
family were constrained to take the public
transportation from Manila to Lucena City on their
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way to Marinduque; (ii) his balikbayan-guest

canceled his scheduled first visit to Marinduque in
order to avoid the inconvenience of taking public
transportation; and (iii) his relatives, friends,
neighbors and other provincemates, continuously
irked him about “his Brand-New Toyota Lite Ace—
that never was.” Under the circumstances,
defendant should be made liable to the plaintiff for
moral damages 10 in the amount of One Million Pesos
(P1,000,000.00).

In its answer to the complaint, Toyota alleged that no sale

was entered into between it and Sosa, that Bernardo had
no authority to sign Exhibit “A” for and in its behalf, and
that Bernardo signed Exhibit “A” in his personal capacity.
As special and affirmative defenses, it alleged that: the
VSP did not state a date of delivery; Sosa had not
completed the documents required by the financing
company, and as a matter of policy, the vehicle could not
and would not be released prior to full compliance with
financing requirements, submission of all documents, and
execution of the sales agreement/invoice; the P100,000.00
was returned to and received by Sosa; the venue was
improperly laid; and Sosa did not have a sufficient cause of
action against it. It also interposed compulsory
counterclaims.

_______________

7 Annex “C-1,” Id.; Id., 73-74.

8 Annex “I” of Petition; Id., 88-89.
9 Annex “B,” Id.; Id., 64-69.
10 Rollo, 67.

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Toyota Shaw, Inc. vs. Court of Appeals

After trial
11
on the issues agreed upon during the pre-trial
session, the trial court rendered
12
on 18 February 1992 a
decision in favor of Sosa. It ruled that Exhibit “A,” the
“AGREEMENTS BETWEEN MR. SOSA AND POPONG
BERNARDO,” was a valid perfected contract of sale
between Sosa and Toyota which bound Toyota to deliver
the vehicle to Sosa, and further agreed with Sosa that
Toyota acted in bad faith in selling to another the unit
already reserved for him.
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As to Toyota’s contention that Bernardo had no

authority to bind it through Exhibit “A,” the trial court held
that the extent of Bernardo’s authority “was not made
known to plaintiff,” for as testified to by Quirante, “they do
not volunteer any information as to the company’s sales 13
policy and guidelines because they are internal matters.”
Moreover, “[f]rom the beginning of the transaction up to its
consummation when the downpayment was made by the
plaintiff, the defendants had made known to the plaintiff
the impression that Popong Bernardo is an authorized
sales executive as it permitted the latter to do acts within
the scope of an apparent authority holding him14 out to the
public as possessing power to do these acts.” Bernardo
then “was an agent of the defendant
15
Toyota Shaw, Inc. and
hence bound the defendants.”
The court further declared that “Luna Sosa proved his
social standing in the community and suffered besmirched
reputation, wounded feelings and sleepless 16
nights for
which he ought to be compensated.” Accordingly, it
disposed as follows:

WHEREFORE, viewed from the above findings, judgment is

hereby rendered in favor of the plaintiff and against the
defendant:

1. ordering the defendant to pay to the plaintiff the sum of

P75,000.00 for moral damages;
2. ordering the defendant to pay the plaintiff the sum of
P10,000.00 for exemplary damages;

_______________

11 Id., 83-84.
12 Id., 90-108. Per Judge Romulo A. Lopez.
13 Rollo, 104.
14 Id.
15 Id.
16 Id., 107.

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Toyota Shaw, Inc. vs. Court of Appeals

3. ordering the defendant to pay the sum of P30,000.00

attorney’s fees plus P2,000.00 lawyer’s transportation fare
per trip in attending to the hearing of this case;

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4. ordering the defendant to pay the plaintiff the sum of

P2,000.00 transportation fare per trip of the plaintiff in
attending the hearing of this case; and
5. ordering the defendant to pay the cost of suit.

SO ORDERED.

Dissatisfied with the trial court’s judgment, Toyota

appealed to the Court of Appeals. The case was docketed as
CA-G.R. CV 17
No. 40043. In its decision promulgated on 29
July 1994, the Court of Appeals affirmed in toto the
appealed decision.
Toyota now comes before this Court via this petition and
raises the core issue stated at the beginning of the ponencia
and also the following related issues: (a) whether or not the
standard VSP was the true and documented understanding
of the parties which would have led to the ultimate contract
of sale, (b) whether or not Sosa has any legal and
demandable right to the delivery of the vehicle despite the
non-payment of the consideration and the non-approval of
his credit application by B.A. Finance, (c) whether or not
Toyota acted in good faith when it did not release the
vehicle to Sosa, and (d) whether or not Toyota may be held
liable for damages.
We find merit in the petition.
Neither logic nor recourse to one’s imagination can lead
to the conclusion that Exhibit “A” is a perfected contract of
sale.
Article 1458 of the Civil Code defines a contract of sale
as follows:

ART. 1458. By the contract of sale one of the contracting parties

obligates himself to transfer the ownership of and to deliver a
determinate thing, and the other to pay therefor a price certain in
money or its equivalent.
A contract of sale may be absolute or conditional. and Article
1475 specifically provides when it is deemed per-

_______________

17 Annex “A” of Petition; Rollo, 45-62. Per Tayao-Jaguros, L., J., with Elbinias,
J. and Salas, B., JJ., concurring.

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Toyota Shaw, Inc. vs. Court of Appeals

fected:
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ART. 1475. The contract of sale is perfected at the moment

there is a meeting of minds upon the thing which is the object of
the contract and upon the price.
From that moment, the parties may reciprocally demand
performance, subject to the provisions of the law governing the
form of contracts.

What is clear from Exhibit “A” is not what the trial court
and the Court of Appeals appear to see. It is not a contract
of sale. No obligation on the part of Toyota to transfer
ownership of a determinate thing to Sosa and no
correlative obligation on the part of the latter to pay
therefor a price certain appears therein. The provision on
the downpayment of P100,000.00 made no specific
reference to a sale of a vehicle. If it was intended for a
contract of sale, it could only refer to a sale on installment
basis, as the VSP executed the following day confirmed.
But nothing was mentioned about the full purchase price
and the manner the installments were to be paid.
This Court had already ruled that a definite agreement
on the manner of payment of the price is an essential
element in the18 formation of a binding and enforceable
contract of sale. This is so because the agreement as to the
manner of payment goes into the price such that a
disagreement on the manner of payment is tantamount to a
failure to agree on the price. Definiteness as to the price is
an essential element19
of a binding agreement to sell
personal property.
Moreover, Exhibit “A” shows the absence of a meeting of
minds between Toyota and Sosa. For one thing, Sosa did
not even sign it. For another, Sosa was well aware from its
title, written in bold letters, viz.,

AGREEMENTS BETWEEN MR. SOSA & POPONG BERNARDO

OF TOYOTA SHAW, INC.

_______________

18 Velasco vs. Court of Appeals, 51 SCRA 439 [1973], citing Navarro vs.
Sugar Producers Cooperative Marketing Association, 1 SCRA 1180 [1961].
19 67 Am Jur 2d Sales § 105 [1973].

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that he was not dealing with Toyota but with Popong

Bernardo and that the latter did not misrepresent that he
had the authority to sell any Toyota vehicle. He knew that
Bernardo was only a sales representative of Toyota and
hence a mere agent of the latter. It was incumbent upon
Sosa to act with ordinary prudence and reasonable
diligence
20
to know the extent of Bernardo’s authority as an
agent in respect of contracts to sell Toyota’s vehicles. A
person dealing with an agent is put upon inquiry21and must
discover upon his peril the authority of the agent.
At the most, Exhibit “A” may be considered as part of
the initial phase of the generation or negotiation stage of a
contract of sale. There are three stages in the contract of
sale, namely:

(a) preparation, conception, or generation, which is the

period of negotiation and bargaining, ending at the
moment of agreement of the parties;
(b) perfection or birth of the contract, which is the
moment when the parties come to agree on the
terms of the contract; and
(c) consummation or death, which is the fulfillment or
performance
22
of the terms agreed upon in the
contract.

The second phase of the generation or negotiation stage in

this case was the execution of the VSP. It must be
emphasized that thereunder, the downpayment of the
purchase price was P53,148.00 while the balance to be paid
on installment should be financed by B.A. Finance
Corporation. It is, of course, to be assumed that B.A.
Finance Corp. was acceptable to Toyota, otherwise it
should not have mentioned B.A. Finance in the VSP.
Financing companies are defined in Section 3(a) of R.A.
No. 5980, as amended by P.D. No. 1454 and P.D. No. 1793,
as “corporations or partnerships, except those regulated by
the Central Bank of the Philippines, the Insurance
Commission and

________________

20 See Harry Keeler Electric Co. vs. Rodriguez, 44 Phil. 19 [1922]; B.A.
Finance Corp. vs. Court of Appeals, 211 SCRA 112 [1992].
21 Cruz vs. Court of Appeals, 201 SCRA 495 [1991]; Pineda vs. Court of
Appeals, 226 SCRA 754 [1993].
22 ARTURO M. TOLENTINO, Commentaries and Jurisprudence on the
Civil Code of the Philippines, vol. 4, 1985 ed., 411; EDGARDO L. PARAS,
Civil Code of the Philippines Annotated, vol. 4, 1989 ed., 490.

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the Cooperatives Administration Office, which are

primarily organized for the purpose of extending credit
facilities to consumers and to industrial, commercial, or
agricultural enterprises, either by discounting or factoring
commercial papers or accounts receivables, or by buying
and selling contracts, leases, chattel mortgages, or other
evidence of indebtedness, or by leasing of motor vehicles,
heavy equipment and industrial machinery, business and
office machines and 23
equipment, appliances and other
movable property.”
Accordingly, in a sale on installment basis which is
financed by a financing company, three parties are thus
involved: the buyer who executes a note or notes for the
unpaid balance of the price of the thing purchased on
installment, the seller who assigns the notes or discounts
them with a financing company, and the financing
company which is subrogated in the place
24
of the seller, as
the creditor of the installment buyer. Since B.A. Finance
did not approve Sosa’s application, there was then no
meeting of minds on the sale on installment basis.
We are inclined to believe Toyota’s version that B.A.
Finance disapproved Sosa’s application for which reason it
suggested to Sosa that he pay the full purchase price.
When the latter refused, Toyota cancelled the VSP and
returned to him his P100,000.00. Sosa’s version that the
VSP was cancelled because, according to Bernardo, the
vehicle was delivered to another who was “mas malakas”
does not inspire belief and was obviously a delayed
afterthought. It is claimed that Bernardo said, “Pasensiya
kayo, nasulot ang unit ng ibang malakas,” while the Sosas
had already been waiting for an hour for the delivery of the
vehicle in the afternoon of 17 June 1989. However, in
paragraph 7 of his complaint, Sosa solemnly states:

On June 17, 1989 at around 9:30 o’clock in the morning,

defendant’s sales representative, Mr. Popong Bernardo, called
plaintiff’s house and informed the plaintiff’s son that the vehicle
will not be ready for pick-up at 10:00 a.m. of June 17, 1989 but at
2:00 p.m. of that day instead. Plaintiff and his son went to
defendant’s office on June 17, 1989 at 2:00

_______________

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23 See Beltran vs. PAIC Finance Corp., 209 SCRA 105 [1992].
24 International Harvester Macleod, Inc. vs. Medina, 183 SCRA 485 [1990].

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Toyota Shaw, Inc. vs. Court of Appeals

p.m. in order to pick-up the vehicle but the defendant, for reasons
known only to its representatives, refused and/or failed to release
the vehicle to the plaintiff. Plaintiff demanded 25
for an explanation,
but nothing was given; . . . (Emphasis supplied)

The VSP was a mere proposal which was aborted in lieu of

subsequent events. It follows that the VSP created no
demandable right in favor of Sosa for the delivery of the
vehicle to him, and its non-delivery did not cause any
legally indemnifiable injury.
The award then of moral and exemplary damages and
attorney’s fees and costs of suit is without legal basis.
Besides, the only ground upon which Sosa claimed moral
damages is that since it was known to his friends,
townmates, and relatives that he was buying a Toyota Lite
Ace which they expected to see on his birthday, he suffered
humiliation, shame, and sleepless nights when the van was
not delivered. The van became the subject matter of talks
during his celebration that he may not have paid for it, and
this created an impression against his business standing
and reputation. At the bottom of this claim is nothing but
misplaced pride and ego. He should not have announced his
plan to buy a Toyota Lite Ace knowing that he might not be
able to pay the full purchase price. It was he who brought
embarrassment upon himself by bragging about a thing
which he did not own yet.
Since Sosa is not entitled to moral damages and there
being no award for temperate, liquidated, or compensatory
damages, he is likewise not entitled to exemplary damages.
Under Article 2229 of the Civil Code, exemplary or
corrective damages are imposed by way of example or
correction for the public good, in addition to moral,
temperate, liquidated, or compensatory damages.
Also, it is settled that for attorney’s fees to be granted,
the court must explicitly state in the body of the decision,
and not only in the dispositive portion26thereof, the legal
reason for the award of attorney’s fees. No such explicit
determination thereon

_______________

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25 Rollo, 66.
26 See Central Azucarera de Bais vs. Court of Appeals, 188 SCRA 328
[1990]; Koa vs. Court of Appeals, 219 SCRA 541 [1993]; Scott Consultants
& Resource Development Corp. vs. Court of Appeals, G.R. No. 112916, 16
March 1995.

332

332 SUPREME COURT REPORTS ANNOTATED

Commissioner of Internal Revenue vs. Tokyo Shipping Co.,
Ltd.

was made in the body of the decision of the trial court. No

reason thus exists for such an award.
WHEREFORE, the instant petition is GRANTED. The
challenged decision of the Court of Appeals in CA-G.R. CV
No. 40043 as well as that of Branch 38 of the Regional Trial
Court of Marinduque in Civil Case No. 89-14 are
REVERSED and SET ASIDE and the complaint in Civil
Case No. 89-14 is DISMISSED. The counterclaim therein is
likewise DISMISSED.
No pronouncement as to costs.
SO ORDERED.

          Padilla (Chairman), Bellosillo and Kapunan, JJ.,

concur.
     Quiason, J., On official leave.

Petition granted. Judgment reversed and set aside.

Note.—Moral damages to be recoverable in a

relationship based on a contract, a party committing
breach thereof must have acted fraudulently or in bad
faith. (Sia vs. Court of Appeals, 222 SCRA 24 [1993])

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