In a contract, intention of parties prevails
Credit to Author: PERSIDA ACOSTA| Date: Mon, 29 Apr 2019 14:03:07 +0000
Dear PAO,
I mortgaged my car to my friend. I unknowingly signed a document known as “Contract of Sale.” When I tried to redeem my car, he suddenly said that it was a sale, and that I could no longer get the car back. Can I go to the court to question the contract?
Zenaida
Dear Zenaida,
For your information, the law that addresses your situation is Rule 130 (3), Section 9, of the Revised Rules on Evidence of the Rules of Court, which reads:
“Section 9. Evidence of written agreements. — When the terms of an agreement have been reduced to writing, it is considered as containing all the terms agreed upon and there can be, between the parties and their successors in interest, no evidence of such terms other than the contents of the written agreement.
“However, a party may present evidence to modify, explain or add to the terms of written agreement if he puts in issue in his pleading:
xxx
“(b) The failure of the written agreement to express the true intent and agreement of the parties thereto; xxx” (Emphasis supplied)
Furthermore, this was clarified in the case decided by the Supreme Court in Salun-At Marquez vs Eloisa Espejo Elenita et al. (GR 168387, Aug. 25, 2010) penned by Associate Justice Mariano del Castillo, which held:
“Based on the foregoing, the resolution of the instant case necessitates an examination of the parties’ respective parol evidence, in order to determine the true intent of the parties. Well-settled is the rules that in case of doubt, it is the intention of the contracting parties that prevails, for the intention is the soul of a contract, not its wording which is prone to mistakes, inadequacies, or ambiguities. To hold otherwise would give life, validity, and precedence to mere typographical errors and defeat the very purpose of agreements.” (Emphasis-supplied)
Hence, based on the cited provision and jurisprudence, if the contract does not provide for the true intention of the parties, the court may set aside the contract and accept the true intention of the parties upon presentation of other evidence that would prove otherwise. Thus, in your situation, if you will be able to prove that what was entered into between you and your friend was not a sale, then the court may rule according to your true intention which is mortgage.
We find it necessary to mention that this opinion is solely based on the facts you have narrated and our appreciation of the same. Thus, the opinion may vary when the facts are changed or further elaborated. We hope that we were able to enlighten you on the matter.
Editor’s note: Dear PAO is a daily column of the Public Attorney’s Office. Questions for Chief Acosta may be sent to dearpao@manilatimes.net.
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