ASG Law

Tag: Contract Modification

  • Oral Agreements vs. Written Contracts: Upholding Lease Terms Under Philippine Law

    The Supreme Court clarified that while lease contracts can be modified by subsequent agreements, proving such changes requires clear evidence, especially when contradicting written terms. This ruling underscores the importance of documenting all contractual changes in writing to avoid disputes. It also serves as a caution to parties in a contract to solidify agreements, as verbal agreements are hard to prove.

    Can a Handshake Trump a Signed Lease? Examining Contract Modification

    In Jocelyn Modomo and Dr. Romy Modomo v. Spouses Moises P. Layug, Jr., the central issue revolved around whether a written lease contract could be altered by a subsequent oral agreement. The Spouses Layug, as lessors, initially entered into a lease agreement with Spouses Modomo, outlining specific terms for rental payments, including an escalation clause and responsibility for real estate taxes. The Modomos later claimed that an oral agreement modified these terms, reducing the monthly rental fee and eliminating the escalation and tax payment obligations.

    The Metropolitan Trial Court (MeTC) and Regional Trial Court (RTC) both ruled in favor of the Layugs, upholding the original terms of the written contract. These courts relied heavily on the Parole Evidence Rule, which generally prohibits the introduction of oral evidence to contradict the terms of a written agreement. The Court of Appeals (CA) affirmed these decisions, emphasizing that novation, or the modification of an obligation, is never presumed and must be clearly established.

    The Supreme Court, in its analysis, differentiated between total and partial novation. Total novation occurs when an old obligation is completely extinguished by a new one, while partial or modificatory novation involves changes to some of the principal conditions of the obligation while the original contract remains in effect. The Court cited Article 1291 of the Civil Code, which outlines how obligations may be modified.

    ART. 1291. Obligations may be modified by:

    (1) Changing their object or principal conditions;

    (2) Substituting the person of the debtor;

    (3) Subrogating a third person in the rights of the creditor.

    Building on this legal foundation, the Court acknowledged that the monthly rental fee had indeed been modified through a subsequent verbal agreement. This conclusion was supported by the Statements of Account issued by the Layugs, which consistently reflected the reduced rental fee of Php150,000.00, instead of the original Php170,000.00. Even the final demand letter from the Layugs used the lower rental amount as the basis for calculating the unpaid balance. The Court emphasized that novation must be clearly proven and cannot be based on presumptions.

    However, the Court found no sufficient evidence to support the claim that the escalation clause and real estate tax obligations were also modified. The original Contract of Lease and subsequent written Addenda clearly stipulated these conditions. The Court pointed out that the parties had executed written Addenda to modify the lease terms, indicating that they were aware of the importance of documenting such changes in writing. This approach contrasts with the Modomos’ claim that a simple verbal agreement eliminated these key provisions.

    The Court addressed the Modomos’ argument that the Layugs were estopped from denying the partial novation due to their acceptance of the reduced rental payments. Estoppel in pais arises when one party’s actions or representations lead another party to believe certain facts exist, and the latter relies on that belief to their detriment. In this case, the Court found that the Layugs had consistently objected to the deficient payments, as evidenced by their letters to the Modomos. Therefore, the principle of estoppel did not apply.

    The Supreme Court also dismissed the Modomos’ claim for reimbursement for improvements made on the leased property. The Court noted that the Modomos had demolished the improvements, depriving the Layugs of the option to appropriate them. This action precluded the Modomos from seeking reimbursement under Article 1678 of the Civil Code.

    Analyzing the monetary awards, the Court found errors in the computation of rental arrearages and compensation for the reasonable use of the leased premises. The Court clarified that the additional award for monthly payment for reasonable use and occupation of the leased premises should commence not from the filing of the complaint for ejectment on July 23, 2008, but from January 2009, since the award for rental arrearages already incorporated unpaid rental fees for the entire year of 2008, extending until December 2008.

    The Supreme Court also adjusted the applicable interest rate. The Court pointed out that since the rental arrearages and unpaid real estate taxes do not constitute a loan or forbearance of money, the proper interest rate is 6% per annum, not 12%. This adjustment reflects the Court’s commitment to applying the correct legal principles in determining monetary obligations.

    In conclusion, the Supreme Court’s decision serves as a reminder of the importance of documenting all contractual agreements in writing. While oral agreements can modify contracts, proving such modifications requires clear and convincing evidence. This case also illustrates the limitations of estoppel and the need for consistent conduct when enforcing contractual rights.

    FAQs

    What was the key issue in this case? The key issue was whether a written lease contract could be modified by a subsequent oral agreement regarding rental fees, escalation clauses, and real estate tax payments. The court had to determine if the alleged oral modifications were valid and enforceable.
    What is the Parole Evidence Rule? The Parole Evidence Rule generally prevents parties from introducing oral evidence to contradict or vary the terms of a written agreement. This rule aims to preserve the integrity and certainty of written contracts by preventing disputes based on unreliable oral recollections.
    What is novation, and what are its types? Novation is the substitution or alteration of an obligation by a subsequent one, which can be total (extinguishing the old obligation) or partial/modificatory (changing some conditions). For novation to occur, there must be a clear intent to extinguish or modify the original obligation.
    How did the court apply the principle of estoppel in this case? The court found that estoppel did not apply because the lessors (Spouses Layug) had consistently objected to the lessees’ (Spouses Modomo) deficient payments, as evidenced by their letters. Therefore, there was no false representation or concealment of material facts by the lessors.
    Were the lessees entitled to reimbursement for improvements they made on the property? No, the lessees were not entitled to reimbursement because they had demolished the improvements, depriving the lessors of the option to appropriate them. This action prevented the lessees from claiming reimbursement under Article 1678 of the Civil Code.
    What evidence did the court consider in determining whether the lease contract was modified? The court considered Statements of Account issued by the lessors, the final demand letter, and the lessors’ own statements in their pleadings. These pieces of evidence supported the finding that the monthly rental fee had been modified.
    What was the final ruling of the Supreme Court? The Supreme Court granted the petition in part, affirming the Court of Appeals’ decision with modifications. The Court upheld the validity of the original contract terms regarding escalation and real estate tax payments but acknowledged the modification of the monthly rental fee.
    What is the significance of written agreements in contract law? Written agreements provide a clear and reliable record of the parties’ intentions, which is crucial in resolving disputes. They are generally given more weight than oral agreements due to the Parole Evidence Rule.

    This case underscores the necessity of clear, written documentation when modifying contractual agreements. Parties should ensure that all changes are properly recorded to avoid future disputes. The Modomo vs. Layug case illustrates how Philippine courts balance the need for contractual certainty with the possibility of subsequent modifications. This balance ensures fairness and predictability in commercial relationships.

    For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

    Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
    Source: JOCELYN MODOMO AND DR. ROMY MODOMO, VS. SPOUSES MOISES P. LAYUG, JR., G.R. No. 197722, August 14, 2019

  • Novation Nullified: Upholding Original Loan Obligations Despite Payment Agreements

    In cases of debt, an agreement to modify the original terms does not automatically cancel the initial loan. This ruling clarifies that only significant and irreconcilable changes can result in a novation, or the creation of a new agreement that extinguishes the old one. Without a clear intention to replace the initial contract, or if the new terms are merely supplemental, the original debt obligation remains enforceable.

    Loan Agreements Under Scrutiny: Did a Receipt Replace a Promissory Note?

    This case, Heirs of Servando Franco v. Spouses Veronica and Danilo Gonzales, revolves around a contested debt and whether a subsequent payment agreement effectively replaced the original promissory note. The dispute began with a series of loans obtained by Servando Franco and Leticia Medel from Veronica Gonzales, who was engaged in lending. When the borrowers failed to meet their obligations, the parties entered into a subsequent agreement evidenced by a receipt. The central legal question is whether this subsequent agreement, particularly a receipt indicating partial payment and a remaining balance, constituted a novation of the original debt.

    The Supreme Court addressed whether the February 5, 1992, receipt, issued by respondent Veronica Gonzales, novated the original August 23, 1986 promissory note. To fully grasp the Court’s ruling, one must understand the principle of novation. Novation, in legal terms, refers to the substitution of an existing obligation with a new one, thereby extinguishing the old obligation. As the Court pointed out, there are specific requirements for a valid novation, including a previous valid obligation, an agreement between all parties to create a new contract, the extinguishment of the old contract, and a valid new contract. The critical issue is whether the new obligation is entirely incompatible with the old one.

    The petitioners argued that the receipt, which fixed Servando’s obligation at P750,000.00 and extended the maturity date, impliedly novated the original promissory note. However, the Supreme Court disagreed, emphasizing that novation is never presumed. For novation to occur, the parties must either expressly declare their intention to extinguish the old obligation or the old and new obligations must be incompatible on every point. The Court cited California Bus Lines, Inc. v. State Investment House, Inc., stating that the touchstone for contrariety is an “irreconcilable incompatibility between the old and the new obligations.”

    The Court found that the receipt in question did not create a new obligation incompatible with the original promissory note. Instead, it recognized the original obligation by stating the P400,000.00 payment was a “partial payment of loan.” Additionally, the reference to the interest stipulated in the promissory note indicated the contract’s continued existence. According to the Court, an obligation to pay a sum is not novated by an instrument that expressly recognizes the old obligation or merely changes the terms of payment.

    Moreover, the Court highlighted that Servando’s liability was joint and solidary with his co-debtors. In a solidary obligation, the creditor can proceed against any one of the solidary debtors or some or all of them simultaneously for the full amount of the debt. The Court cited Article 1216 of the Civil Code, emphasizing the creditor’s right to determine against whom the collection is enforced until the obligation is fully satisfied. Therefore, Servando remained liable unless he could prove his obligation had been canceled by a new obligation or assumed by another debtor, neither of which occurred. The Court stated:

    In a solidary obligation, the creditor may proceed against any one of the solidary debtors or some or all of them simultaneously. The choice to determine against whom the collection is enforced belongs to the creditor until the obligation is fully satisfied.

    Finally, the Supreme Court addressed the extension of the maturity date, clarifying that such an extension does not constitute a novation of the previous agreement. With all that being said, the Court affirmed the Court of Appeals’ decision, directing the Regional Trial Court to proceed with the execution based on its original decision, but deducting the P400,000.00 already paid by Servando Franco.

    As a result, the petitioner’s argument that the balance of P375,000.00 was not yet due was rejected, as the obligation remained tied to the original decision, subject to deductions for payments made. This case underscores the principle that modifications to existing obligations must demonstrate a clear intent to replace the original agreement for novation to be valid. It clarifies that partial payments and extended deadlines do not automatically extinguish the initial debt but rather serve as adjustments within the existing framework.

    FAQs

    What was the key issue in this case? The key issue was whether a receipt for partial payment of a loan, with a balance to be paid later, constituted a novation of the original promissory note, thereby extinguishing the original debt obligation.
    What is novation? Novation is the substitution of an existing obligation with a new one. For novation to occur, there must be a clear intent to replace the old obligation, or the new and old obligations must be entirely incompatible.
    What are the requirements for a valid novation? The requirements include a previous valid obligation, an agreement between all parties to create a new contract, the extinguishment of the old contract, and a valid new contract that is incompatible with the old one.
    Was there an express agreement to extinguish the old obligation? No, the court found that the receipt did not expressly state that the original promissory note was being extinguished.
    What does it mean to have joint and solidary liability? Joint and solidary liability means that each debtor is responsible for the entire debt. The creditor can pursue any one of the debtors for the full amount.
    Does extending the maturity date of a loan constitute novation? No, the court clarified that extending the maturity date of a loan does not, in itself, result in novation.
    What was the effect of the P400,000 payment made by Servando Franco? The court ruled that this amount should be deducted from the total amount due under the original decision.
    What was the final ruling of the Supreme Court? The Supreme Court affirmed the Court of Appeals’ decision and ordered the Regional Trial Court to proceed with the execution of the original decision, deducting the P400,000 already paid.

    In conclusion, this case serves as a reminder of the importance of clearly defining the terms of any new agreement intended to modify or replace existing obligations. Partial payments or simple extensions do not automatically lead to novation; the intent to extinguish the original agreement must be evident. The Supreme Court’s decision ensures that original obligations remain enforceable unless explicitly replaced, safeguarding the rights of creditors and providing clarity in contractual relationships.

    For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

    Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
    Source: HEIRS OF SERVANDO FRANCO VS. SPOUSES VERONICA AND DANILO GONZALES, G.R. No. 159709, June 27, 2012

  • Contractual Obligations: Understanding Novation and Enforceability of Loan Agreements

    This case clarifies that a loan agreement can be modified by subsequent agreements, altering the conditions of repayment. The Supreme Court ruled that when parties mutually agree to change the original terms of a loan, such as the payment schedule, the obligation becomes due and demandable under the new agreement. This decision highlights the importance of documenting any modifications to contracts and demonstrates that partial performance of a modified agreement can serve as proof of its validity.

    Altered Terms: When Does a Loan Agreement Become Enforceable?

    This case revolves around a dispute between siblings, Maria Soledad Tomimbang and Atty. Jose Tomimbang, concerning a loan for the renovation of an apartment building. Maria Soledad initially obtained a credit line from Jose to finance the renovations, with the agreement that repayment would commence upon the project’s completion. However, a subsequent family meeting led to a new agreement where Maria Soledad would start making monthly payments, even before the renovations were finalized. The legal question arose when Maria Soledad stopped making payments, claiming the loan was not yet due because the renovations were incomplete.

    The core legal principle at play here is novation, specifically modificatory novation, where the original terms of an agreement are altered by a subsequent agreement. Article 1291 of the Civil Code addresses how obligations can be modified, including changes to their principal conditions. A key element in determining whether novation has occurred is the intention of the parties to modify or extinguish the original obligation. This intention can be express or implied from their actions.

    In this case, the Supreme Court found that the parties, through their conduct and subsequent agreement, had indeed modified the original terms of the loan. The Court emphasized Maria Soledad’s partial performance, highlighting that she began making monthly payments after the new agreement was reached. This partial performance served as a clear indication that she recognized and accepted the modified terms. Moreover, she herself stated that she made payments whenever she could. Therefore, the Court determined that the condition requiring full renovation before repayment was effectively waived.

    The Supreme Court referenced previous rulings like Iloilo Traders Finance, Inc. v. Heirs of Sps. Soriano, which elucidates the differences between extinctive and modificatory novation. Extinctive novation requires an express intention to novate, the agreement of all parties, extinguishment of the old obligation, and the birth of a new valid obligation. However, modificatory novation only alters certain aspects of the agreement, like interest rates or payment schedules, without extinguishing the original obligation.

    Further building upon this, the Court referenced Ong v. Bogñalbal to reinforce that the effects of novation can be partial or total. When the conditions of the obligation are modified, it would only be a partial novation. This partial novation only affects the performance, not the creation, of the obligation. The Court found that partial performance of the obligations meant she agreed with the respondent that the original agreement had been changed, especially in light of her own prior statement that she was paying the debt back whenever possible.

    Regarding attorney’s fees, the Court reiterated the established principle that such awards must be justified with factual, legal, or equitable reasoning. In this instance, both the trial court and Court of Appeals did not provide sufficient reason, so it was determined the fees were inappropriately awarded. The Court in Buñing v. Santos has clarified that attorney’s fees are an exception to the rule that is only awarded if there has been bad faith by a party compelling the party to undergo unnecessary litigation.

    Finally, the Court addressed the interest rate applicable to the loan. In accordance with the guidelines established in Royal Cargo Corp. v. DFS Sports Unlimited, Inc., since the loan lacked a written stipulation regarding interest, the applicable rate would be 12% per annum from the date of extrajudicial demand, consistent with the established legal framework.

    FAQs

    What was the key issue in this case? The key issue was whether a loan agreement’s terms had been modified by a subsequent agreement, making the obligation due and demandable. The court focused on if the initial agreement had been novated by the parties through their conduct.
    What is novation? Novation is the modification of an obligation, either by changing its terms, substituting the debtor, or subrogating a third party. It can be extinctive, completely replacing the old obligation, or modificatory, altering only certain terms.
    What is required for an extinctive novation? Extinctive novation requires a previous valid obligation, agreement of all parties, extinguishment of the old obligation, and the creation of a new valid obligation. There must be an express intention to novate.
    What constitutes modificatory novation? Modificatory novation occurs when changes are incidental to the main obligation, like altering interest rates or extending payment deadlines. There is no effect of extinguishing the obligation and the original agreement still remains.
    How did the Court determine if the original agreement had been changed? The Court focused on the parties’ actions and the borrower’s partial performance, making the monthly payments that signified an agreement to modify the initial loan terms. The payments demonstrated an admission by conduct.
    Why were attorney’s fees not awarded in this case? The Court found the trial court did not state sufficient legal or equitable reasoning in awarding attorney’s fees to the complainant. In order to award attorney’s fees, there must have been malice.
    What interest rate was applied to the loan? The Court applied an interest rate of 12% per annum, computed from the date of extrajudicial demand because no written stipulation regarding interest due had been agreed upon. The lack of a written agreement necessitates the application of the standard legal interest rate.
    What is the significance of partial performance in contract law? Partial performance is an admission or recognition of an amended agreement. By executing obligations of the new contract, the borrower will likely be bound by such obligations if that were brought before the court.

    In conclusion, the Tomimbang v. Tomimbang case illustrates the principle that loan agreements can be modified through the conduct of the parties, particularly when coupled with partial performance of the new terms. It highlights the need for parties to ensure that contractual changes are clearly documented to avoid disputes. Parties who are seeking to alter an existing loan agreement should consult with a lawyer, in order to not only confirm the requirements, but to appropriately document such obligations and considerations.

    For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

    Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
    Source: Maria Soledad Tomimbang v. Atty. Jose Tomimbang, G.R. No. 165116, August 4, 2009

  • Contractual Obligations: Mutuality and Modification in Commission Disputes

    The Supreme Court held that a modified contract does not automatically extinguish pre-existing rights to commissions, especially when the modifications do not explicitly cancel those rights and the concerned party continues to fulfill their obligations. This ruling emphasizes the importance of explicit contractual terms and the principle of mutuality in contract law, ensuring that modifications are mutually agreed upon and clearly defined to avoid disputes over vested rights.

    Did a New Agreement Erase an Old Promise? Examining Commission Entitlement After Contract Modification

    This case revolves around Dinnah L. Crisostomo’s claim for franchise commissions from Professional Academic Plans, Inc. (PAPI). Crisostomo, initially a District Manager and later a Regional Manager, was entitled to a 10% franchise commission on sales she negotiated for PAPI, particularly concerning an academic assistance program with the Armed Forces of the Philippines Savings and Loan Association, Inc. (AFPSLAI). Over time, this commission was reduced to 2% following internal agreements and memoranda. The crux of the dispute arose when AFPSLAI and PAPI executed a new Memorandum of Agreement (MOA) in 1992, modifying their original 1988 agreement. PAPI then terminated Crisostomo’s commission, arguing that the new MOA, in whose negotiation she did not participate, extinguished her right to the commission. The central legal question is whether this new MOA validly terminated Crisostomo’s entitlement to commissions under the previous agreement.

    At the heart of contract law is the principle of mutuality, enshrined in Article 1308 of the Civil Code, which states:

    “The contract must bind both contracting parties; its validity or compliance cannot be left to the will of one of them.”

    This means neither party can unilaterally renounce a contract without the other’s consent. Here, PAPI contended that the new MOA cancelled the old one, thus nullifying Crisostomo’s commission rights. The Supreme Court, however, disagreed, emphasizing that contract abandonment requires a clear intent, mutually agreed upon. The Court found that the letter from AFPSLAI President Col. Punzalan, which prompted the new MOA, merely suggested a review and suspension of new applications, not a cancellation of the original agreement. This is critical because unilateral actions cannot dissolve contractual obligations.

    Building on this principle, the Court examined the modifications introduced by the 1992 MOA. The analysis revealed that the parties agreed to continue their academic assistance program, albeit with specific adjustments to payment and collection processes. As the Court noted, “As can be gleaned from the second MOA, the parties merely made substantial modifications to the first MOA, and agreed that only those provisions inconsistent with those of the second were considered rescinded, modified and/or superseded.” This underscored that the core of their business relationship remained intact. The rights and obligations established under the initial MOA were largely preserved, indicating an intent to modify rather than terminate the original agreement.

    Furthermore, the Court addressed PAPI’s argument that Crisostomo’s non-participation in the new MOA’s negotiation justified terminating her commission. The Court dismissed this argument, referring to PAPI’s testimonial evidence that the commission was an incentive for successfully initiating and negotiating the AFPSLAI account. Critically, her commission was subject to only two conditions: remaining with the company and the non-transferability of the commission. Since Crisostomo was still employed by PAPI when the new MOA was executed, she remained entitled to her commission. The Court invoked the concept of estoppel, noting that PAPI had consistently paid Crisostomo her commission from December 1988 until October 1991, reinforcing her legitimate expectation of continued payments.

    However, the Supreme Court partially sided with the petitioners regarding the awards for damages. Moral damages, intended to compensate for mental anguish, require a specific finding of wanton, reckless, malicious, or bad-faith conduct. The Court found that the trial court had not provided such a finding to justify the award of moral damages. Consequently, without a basis for moral damages, the award for exemplary damages, which serves to deter similar conduct, was also deemed inappropriate. Similarly, the award of attorney’s fees was vacated because the trial court did not identify any of the specific circumstances under Article 2208 of the Civil Code that would warrant such an award.

    The final decision affirmed the Court of Appeals’ ruling with a significant modification: the deletion of awards for moral and exemplary damages, as well as attorney’s fees. This outcome underscores the necessity of proving malicious or bad-faith conduct to justify awards for damages in breach of contract cases. While Crisostomo was entitled to her commissions, the absence of clear evidence of egregious misconduct by PAPI precluded the award of additional damages.

    FAQs

    What was the key issue in this case? The key issue was whether a new Memorandum of Agreement (MOA) between PAPI and AFPSLAI extinguished Crisostomo’s right to receive franchise commissions under the original MOA. The court had to determine if the new MOA was a cancellation or a modification of the original agreement.
    Did Crisostomo participate in the negotiation of the new MOA? No, Crisostomo did not participate in the negotiation or execution of the new MOA. PAPI argued this as a reason to terminate her commission, but the court found that her entitlement to the commission was not dependent on her participation in subsequent agreements.
    What conditions were attached to Crisostomo’s commission? The franchise commission was subject to two conditions: that Crisostomo remain connected with the company and that the commission was not transferable. Since she was still employed by PAPI when the new MOA was executed, she remained entitled to her commission.
    What is the principle of mutuality in contract law? The principle of mutuality, as stated in Article 1308 of the Civil Code, requires that a contract must bind both contracting parties, and its validity or compliance cannot be left to the will of one of them. This means neither party can unilaterally renounce a contract without the other’s consent.
    Why were moral and exemplary damages not awarded? Moral damages require a specific finding of wanton, reckless, malicious, or bad-faith conduct, which the trial court did not provide. Without a basis for moral damages, the award for exemplary damages, intended to deter similar conduct, was also deemed inappropriate.
    What was the effect of Col. Punzalan’s letter on the original MOA? The Court found that the letter from AFPSLAI President Col. Punzalan merely suggested a review and suspension of new applications, not a cancellation of the original agreement. This was a crucial factor in determining that the original agreement was modified, not terminated.
    What is the legal concept of estoppel mentioned in the case? Estoppel prevents a party from denying or asserting anything contrary to that which has been established as the truth, either by judicial or legislative acts or by their own deed, acts, or representations. In this case, PAPI was estopped from denying Crisostomo’s commission because they had consistently paid it to her previously.
    What was the Supreme Court’s final ruling in this case? The Supreme Court affirmed the Court of Appeals’ ruling with a modification. The awards for moral and exemplary damages, as well as attorney’s fees, were deleted, but Crisostomo’s entitlement to her franchise commissions was upheld.

    This case illustrates the importance of clearly defined contractual terms and the adherence to the principle of mutuality when modifying agreements. It also highlights the necessity of providing specific evidence to support claims for damages in contract disputes. Businesses and individuals alike must ensure that any modifications to existing contracts are mutually agreed upon and documented comprehensively to avoid future disputes over rights and obligations.

    For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

    Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
    Source: PROFESSIONAL ACADEMIC PLANS, INC. vs. DINNAH L. CRISOSTOMO, G.R. NO. 148599, March 14, 2005

  • Contractual Obligations: Upholding Franchise Commission Despite Contract Modification

    The Supreme Court held that a party is entitled to a franchise commission even after a modification of the original contract, as long as the entitlement conditions are met. In Professional Academic Plans, Inc. v. Crisostomo, the Court ruled that Dinnah Crisostomo was still entitled to her commission from sales emanating from transactions with the Armed Forces of the Philippines Savings and Loan Association, Inc. (AFPSLAI), despite a new agreement modifying the original Memorandum of Agreement (MOA). This decision underscores the principle that contractual obligations persist unless expressly terminated or fundamentally altered, affecting franchise holders and businesses relying on commissions.

    Franchise Fees and AFPSLAI Deals: Who Gets Paid After the Contract Revision?

    This case revolves around Dinnah Crisostomo’s claim for unpaid franchise commissions from Professional Academic Plans, Inc. (PAPI). Crisostomo, initially a District Manager and later a Regional Manager, earned commissions from contracts she negotiated. A key agreement was the Memorandum of Agreement (MOA) between PAPI and AFPSLAI. This agreement allowed AFPSLAI members to avail of PAPI’s academic assistance programs. Crisostomo, as a key negotiator of this deal, was granted a 10% franchise commission, later reduced to 2%.

    The conflict arose when AFPSLAI, under new management, decided to review the original MOA. Subsequently, a new MOA was executed in April 1992. PAPI then terminated Crisostomo’s commission, arguing that the new MOA negated the old one and that she had no participation in the new agreement. Crisostomo filed a complaint for sum of money and damages, leading to a legal battle that reached the Supreme Court. The central legal question was whether the amended MOA extinguished Crisostomo’s right to the franchise commission she was previously entitled to.

    The Supreme Court affirmed the Court of Appeals’ decision, ruling that the first MOA was not canceled but merely modified. The Court emphasized the principle of mutuality of contracts, enshrined in Article 1308 of the Civil Code, which states:

    “The contract must bind both contracting parties; its validity or compliance cannot be left to the will of one of them.”

    This means that neither party can unilaterally renounce a contract without the other’s consent. Abandonment of contract rights requires proof of actual intent to abandon, which was not evident in this case. The letter from AFPSLAI’s new president indicated a review and potential modification, not a cancellation. Since the first MOA was not terminated, the terms and conditions remained in effect, subject to the modifications agreed upon in the second MOA. The parties had merely made substantial modifications to the first MOA, and agreed that only those provisions inconsistent with those of the second were considered rescinded, modified and/or superseded.

    The Court further reasoned that Crisostomo’s entitlement to the commission was based on her initial role in securing the AFPSLAI account. The franchise commission was awarded as an incentive for initiating and successfully negotiating the AFPSLAI account. This entitlement was subject to only two conditions: that Crisostomo remain connected with the company and that the commission not be transferable. Since Crisostomo remained an employee when the new MOA was executed, she continued to meet the conditions for entitlement. The Court also found that PAPI was in estoppel since Crisostomo had continuously received her commission from December 1988 until October 1991, thereby affirming the validity of her claim.

    However, the Supreme Court partially reversed the lower courts’ decision regarding damages. The Court noted that moral damages are recoverable for breach of contract only when the breach is wanton, reckless, malicious, or in bad faith. The trial court did not make any specific finding that PAPI acted in such a manner. Therefore, the award of moral damages was deemed improper. Similarly, the awards for exemplary damages and attorney’s fees were vacated, as there was no basis for moral, temperate, or compensatory damages. This distinction is vital because it highlights that not every breach of contract warrants a monetary reward beyond the actual financial loss.

    The practical implication of this ruling is that businesses cannot unilaterally terminate contractual obligations, especially those related to commissions or franchise fees, simply by modifying existing agreements. The principle of mutuality of contracts requires both parties to agree on any significant changes. Companies must clearly communicate any changes and ensure that they do not unfairly disadvantage employees or contractors who have earned their entitlements. Furthermore, the decision serves as a reminder that continuous fulfillment of obligations, such as the payment of commissions, can create an estoppel, preventing the company from later denying the validity of such obligations.

    This case provides valuable lessons about contract law and the protection of employee rights. Companies should carefully review contracts before making changes and communicate transparently with their employees and contractors. Individuals should also be aware of their rights and the conditions attached to their entitlements. This ruling also highlights the importance of maintaining clear documentation and communication to avoid disputes and ensure fair treatment.

    Ultimately, the Supreme Court’s decision reinforces the importance of honoring contractual obligations and protecting the rights of individuals who have contributed to a company’s success. It underscores the need for transparency, communication, and fairness in contractual relationships. Businesses must act in good faith and respect the entitlements that employees and contractors have legitimately earned.

    FAQs

    What was the key issue in this case? The key issue was whether a new Memorandum of Agreement (MOA) between Professional Academic Plans, Inc. (PAPI) and Armed Forces of the Philippines Savings and Loan Association, Inc. (AFPSLAI) extinguished Dinnah Crisostomo’s right to franchise commissions from the previous MOA. The court had to determine if the amended contract nullified her pre-existing commission agreement.
    What is a franchise commission in this context? A franchise commission is a percentage of the payments received by PAPI from AFPSLAI clients whose contracts were negotiated by Crisostomo. This commission served as an incentive for securing and maintaining the AFPSLAI account.
    Why did PAPI stop paying Crisostomo’s commission? PAPI stopped paying Crisostomo’s commission after AFPSLAI reviewed the original MOA and a new MOA was executed. PAPI argued that the new MOA negated the old one, and that Crisostomo had no participation in the new agreement.
    What is the principle of mutuality of contracts? The principle of mutuality of contracts, as stated in Article 1308 of the Civil Code, means that a contract must bind both parties. Its validity or compliance cannot be left to the will of only one party.
    Did the Supreme Court find the new MOA valid? Yes, the Supreme Court acknowledged the new MOA but ruled that it merely modified the original MOA rather than canceling it. This meant that the provisions of the old MOA remained in effect unless explicitly superseded by the new MOA.
    Why was Crisostomo still entitled to her commission despite the new MOA? Crisostomo was entitled to her commission because the court found that the original agreement granting her the commission was still valid. She had also met the conditions attached to her entitlement by remaining connected with PAPI.
    What damages did the lower courts initially award to Crisostomo? The lower courts initially awarded Crisostomo her unpaid commissions, moral damages, exemplary damages, and attorney’s fees. However, the Supreme Court removed the awards for moral damages, exemplary damages, and attorney’s fees.
    Why were the moral and exemplary damages removed by the Supreme Court? The moral and exemplary damages were removed because the trial court did not make a specific finding that PAPI acted wantonly, recklessly, maliciously, or in bad faith. Moral damages require such a finding, and exemplary damages are dependent on moral damages.
    What is the key takeaway from this case for businesses? The key takeaway is that businesses cannot unilaterally terminate contractual obligations by merely modifying existing agreements. The principle of mutuality of contracts requires mutual consent, and companies must act in good faith and respect the entitlements of employees and contractors.

    In conclusion, the Supreme Court’s decision in Professional Academic Plans, Inc. v. Crisostomo reinforces the importance of upholding contractual obligations and ensuring fairness in business relationships. While modifications to contracts are permissible, they cannot be used to unfairly deprive individuals of their rightfully earned entitlements. The principle of mutuality remains a cornerstone of contract law, safeguarding the interests of all parties involved.

    For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

    Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
    Source: Professional Academic Plans, Inc. vs. Dinna L. Crisostomo, G.R. No. 148599, March 14, 2005

  • Voiding Public Contracts: When Bidding Rules Matter More Than Project Completion

    The Supreme Court’s decision in Agan v. Philippine International Air Terminals Co. declares the contracts for the Ninoy Aquino International Airport International Passenger Terminal III (NAIA IPT III) null and void due to violations of the Build-Operate-and-Transfer (BOT) Law. The Court emphasized that the integrity of public bidding processes and adherence to statutory requirements are paramount, even when a project is nearing completion and significant funds have already been invested. This means businesses engaged in government projects must ensure strict compliance with all bidding rules, as deviations can lead to contract nullification and significant financial repercussions.

    NAIA Terminal III: Did Post-Bid Contract Changes Undermine Public Bidding?

    This case revolves around the construction and operation of the Ninoy Aquino International Airport International Passenger Terminal III (NAIA IPT III). Asia’s Emerging Dragon Corp. (AEDC) initially proposed the project, but the Paircargo Consortium, later known as PIATCO, won the bid. Subsequently, the government and PIATCO entered into a Concession Agreement, which was later amended. Several petitions were filed challenging the validity of these agreements, arguing that they violated the BOT Law and its implementing rules.

    At the heart of the legal battle were allegations of irregularities in the pre-qualification process and significant alterations made to the contract terms after the bidding process concluded. The petitioners argued, among other things, that PIATCO did not meet the financial capability requirements at the pre-qualification stage and that the final agreements contained provisions that were not part of the original bid documents, thus undermining the integrity of the public bidding process. This raises a crucial question: can substantial changes to a contract after the bidding process be justified, or do they render the entire agreement invalid?

    The Supreme Court found that PIATCO did not demonstrate sufficient financial capability during the pre-qualification phase. According to the BOT Law’s Implementing Rules, a bidder must prove the ability to provide a minimum amount of equity to the project, maintain a certain debt-to-equity ratio for the project and maintain evidence from reputable banks. The court noted that the Paircargo Consortium had a net worth significantly below the required threshold, leading to the conclusion that it did not meet the financial qualifications. The Court found that, at the time of pre-qualification, the Paircargo Consortium had maximum funds available for investment to the NAIA IPT III Project only in the amount of P558,384,871.55, when it had to show that it had the ability to provide at least P2,755,095,000.00.

    The minimum amount of equity to which the proponent’s financial capability will be based shall be thirty percent (30%) of the project cost instead of the twenty percent (20%) specified in Section 3.6.4 of the Bid Documents.

    Moreover, the Court found substantial modifications to the original contract, which had undermined the integrity of the bidding process. Notably, the 1997 Concession Agreement removed groundhandling fees, airline office rentals, and porterage fees from MIAA regulation and imposed a government guarantee for PIATCO loans. These were crucial changes. The Supreme Court invalidated the contracts, asserting that such amendments favored PIATCO and contravened the principles of fair public bidding. This was particularly problematic because the agreements deviated significantly from the original terms and conditions upon which the bids were made, disadvantaging other potential bidders and compromising the public interest.

    The Court emphasized the importance of adhering to the terms laid down by the government in public bidding. These regulations allow potential proponents the ability to submit competing proposals which are evaluated to determine the bid most favorable to the government. “There can be no substantial or material change to the parameters of the project, including the essential terms and conditions of the contract bidded upon, after the contract award,” according to the court. Therefore, significant modifications after the contract award cannot be made. In doing so, government ensures the public is getting the best bid. When these contracts deviate unfavorably, the agreements will be struck down.

    The Court acknowledged that the NAIA IPT III structures were nearly complete and PIATCO had spent considerable funds on their construction, thus directed the government to compensate PIATCO justly. This underscored the principle that the government should not unjustly enrich itself at the expense of private entities. This case clarifies the stringent requirements for public bidding and contract modification in BOT projects, and serves as a stern warning to private entities participating in government contracts, emphasizing the need for full compliance with bidding rules and laws to avoid potential nullification, even at advanced stages of project completion. Because the BOT Law aims to encourage private sector resources in the construction and maintenance of projects with minimal outlay on the part of government, guarantees and subsidies should be carefully scrutinized to uphold the integrity of public projects.

    FAQs

    What was the key issue in this case? The key issue was whether the concession agreements for the NAIA IPT III project were valid, considering alleged irregularities in the bidding process and post-bid modifications to the contract terms.
    What is the BOT Law? The Build-Operate-and-Transfer (BOT) Law (R.A. No. 6957, as amended by R.A. No. 7718) is a law that authorizes the financing, construction, operation, and maintenance of infrastructure projects by the private sector.
    Why were the contracts declared null and void? The contracts were invalidated due to PIATCO’s failure to meet financial capability requirements during pre-qualification and because of substantial modifications to the contract terms after the bidding process, which were deemed prejudicial to public interest.
    What did the Court say about post-bid modifications? The Court emphasized that substantial or material changes to the essential terms and conditions of a contract after the contract award are not allowed, as they undermine the integrity of the public bidding process.
    What is the significance of the minimum equity requirement? The minimum equity requirement ensures that a bidder has a substantial financial stake in the project’s success, guaranteeing commitment and protecting public interest by preventing indifference to the project’s completion.
    What is a direct government guarantee, and why is it prohibited? A direct government guarantee involves the government assuming financial liabilities of the project proponent, which is prohibited under the BOT Law to encourage private sector investment without significant capital outlay from the government.
    Did the Court order any compensation for PIATCO? Yes, the Court acknowledged that the structures were nearly complete and that PIATCO had spent considerable funds, thus ordering the government to justly compensate PIATCO as the builder of the NAIA IPT III structures.
    What is the practical implication of this ruling? The ruling underscores the need for strict compliance with bidding rules in government projects, warning that deviations can lead to contract nullification, even at advanced stages of project completion.
    What fees should be regulated? According to the parameters of the draft Concession Agreement groundhandling fees, airline office rentals and porterage fees as non-public utility fees.
    What can the private sector do to avoid risks? Parties bidding and working in public sector contracts should focus on adhering to financial regulations, submitting accurate and verifiable information during bidding, and avoiding post-bid modifications that are in violation of governing regulations.

    The Supreme Court’s decision in Agan v. PIATCO remains a key precedent for ensuring transparency and fairness in government contracts. The strict interpretation of bidding rules serves to protect public interest and promote accountability in infrastructure development projects. By reinforcing the importance of adhering to these processes, the Court aims to prevent corruption and ensure that government projects are awarded to the most qualified and responsible bidders.

    For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

    Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
    Source: Demosthenes P. Agan, Jr. vs. Philippine International Air Terminals Co., Inc., G.R. No. 155001, January 21, 2004

  • Navigating Contract Modifications and Payments in Philippine Government Projects: A Case Analysis

    Clarity is Key: Why Written Agreements are Crucial in Philippine Construction Contracts

    TLDR: This Supreme Court case underscores the importance of clearly documented agreements, especially when modifying original contracts in government projects. Ambiguities and verbal understandings can lead to costly disputes, highlighting the need for precise written amendments to avoid financial losses and legal battles. Contractors and government agencies must ensure all modifications and payment terms are explicitly stated and formally agreed upon in writing.

    G.R. No. 110871, July 02, 1998: AMALIO L. SARMIENTO, DOING BUSINESS UNDER THE NAME AND STYLE OF A.L. SARMIENTO CONSTRUCTION, PETITIONER, VS. COURT OF APPEALS (NINTH DIVISION) AND METROPOLITAN WATERWORKS AND SEWERAGE SYSTEM (MWSS), RESPONDENTS.

    INTRODUCTION

    Imagine a construction project derailed by misunderstandings over payment terms and contract changes. In the Philippines, where infrastructure development is vital, disputes between contractors and government agencies can significantly impede progress. The case of Amalio L. Sarmiento vs. Metropolitan Waterworks and Sewerage System (MWSS), decided by the Supreme Court, perfectly illustrates this scenario. A contractor, Mr. Sarmiento, entered into a contract with MWSS for a major waterworks project. However, disagreements arose regarding payments for completed work, foreign currency adjustments, and the interpretation of contract modifications. The central legal question revolved around determining the actual financial obligations of MWSS to Sarmiento, considering alleged contract modifications and the initial bidding agreement.

    LEGAL CONTEXT: CONTRACT MODIFICATIONS AND GOVERNMENT PROCUREMENT IN THE PHILIPPINES

    Philippine contract law, primarily governed by the Civil Code, allows parties to modify their agreements. However, modifications, especially in government contracts, must adhere to specific legal and procedural requirements. Presidential Decree No. 1594 (PD 1594), relevant during the time of this case, set the rules for government construction contracts, emphasizing transparency and accountability. It was crucial for modifications to be documented and formally approved to be legally binding. The principle of pacta sunt servanda, meaning agreements must be kept, is fundamental, but its application becomes complex when contracts are altered over time.

    Supplemental General Conditions (SGC) are often used to amend or add to the General Conditions (GC) of a contract. SGC-1, as cited in this case, clarifies that SGCs prevail over GCs in case of conflict, highlighting the hierarchy of contract documents. Furthermore, General Condition Clause (GC-54) regarding “Prime Cost Items” is pertinent. It stipulates how costs for materials or equipment, whose exact details are undetermined at contract preparation, are handled. GC-54 provides for adjustments to the bid price based on the actual net cost of these prime cost items. The interplay between GC-54 and SGC-21, which supplements GC-54 specifically for prime cost procurement of new pump units, became a focal point of contention in this case.

    The Supreme Court had to interpret these contractual stipulations in light of the factual circumstances and the claims of both parties. The court’s role was to ascertain the true intent of the parties based on the contract documents and evidence presented, while adhering to the legal framework governing government contracts.

    CASE BREAKDOWN: SARMIENTO VS. MWSS

    Amalio Sarmiento, under A.L. Sarmiento Construction, won a bid to modify and improve MWSS pumping stations for P60 million. A key component was the supply and installation of new pump units, designated as “prime cost items,” budgeted at P13.5 million within the total bid. After commencing work in 1983, financial difficulties due to inflation led Sarmiento to request a joint contract termination in 1984, which MWSS approved based on force majeure.

    Years later, in 1989, Sarmiento sued MWSS to recover alleged unpaid amounts, including:

    • Overruns in civil works
    • Vehicle use compensation
    • Foreign currency adjustments due to peso devaluation
    • Costs for excess imported materials
    • Balance for prime cost items
    • Loss on trade discount for pump units
    • Price escalation

    MWSS counter-claimed for the unpaid balance of the mobilization fund and various interests and damages.

    The Regional Trial Court (RTC) initially ruled in favor of Sarmiento, awarding him P13.5 million. However, the Court of Appeals (CA) reversed this, significantly reducing the award and granting MWSS’s counterclaim, finding that the amounts due to Sarmiento were offset by MWSS’s claims. The CA emphasized that the P13.5 million for prime cost items was merely a provisional amount and not part of Sarmiento’s profit.

    Dissatisfied, Sarmiento elevated the case to the Supreme Court, raising three main issues:

    1. Whether the Court of Appeals overlooked facts and misappreciated evidence in reversing the RTC decision.
    2. Whether the Court of Appeals erred in awarding MWSS’s counterclaims without sufficient evidence.
    3. Whether the Court of Appeals erred in awarding attorney’s fees to MWSS.

    The Supreme Court, in its decision penned by Justice Kapunan, partly sided with Sarmiento. The Court scrutinized the evidence for each claim. Regarding overruns, the Court found MWSS’s proof of payment insufficient. On foreign currency adjustments and excess materials, the Court sided with MWSS, noting that MWSS, through an ADB loan, directly paid foreign suppliers, and Sarmiento was already compensated for import arrangements with a 5% mark-up. The Court agreed with the CA that Sarmiento was not entitled to the unexpended balance of the prime cost items, as it was a provisional sum. However, crucially, the Supreme Court disagreed with the CA regarding the trade discount for pump units and price escalation, ruling in favor of Sarmiento for these claims.

    The Supreme Court stated regarding the prime cost items: “Although the amount of P13,500,000.00 was included in petitioner’s total bid of P60,000,000.00, GC-54 specifically laid down the condition that the actual cost shall be deducted from the prime cost stated in the bid form. There is, therefore, no basis for petitioner’s claim.”

    On the trade discount, the Court harmonized GC-54 and SGC-21, stating: “SGC-21 supplements or is an addition to GC-54. Nowhere in the said provision (SGC-21) is it stated that the costs for overhead, installation, profit and trade discount are no longer included in petitioner’s actual net cost. The two provisions must be read together and harmonized, otherwise, petitioner would be greatly disadvantaged.”

    Ultimately, the Supreme Court modified the CA decision, adjusting the amounts due to both parties. MWSS was ordered to pay Sarmiento for overruns, vehicle use, price escalation, and trade discount, while Sarmiento was obligated to return the unpaid balance of the mobilization fund and customs charges. The award of attorney’s fees was deleted as neither party fully prevailed.

    PRACTICAL IMPLICATIONS: LESSONS FOR CONTRACTORS AND GOVERNMENT AGENCIES

    This case offers critical lessons for contractors engaging in government projects and for government agencies themselves. Firstly, clarity in contract documentation is paramount. Ambiguous clauses or verbal agreements are breeding grounds for disputes. All terms, especially payment conditions and modification procedures, must be explicitly written and agreed upon.

    Secondly, contract modifications must be formalized in writing and properly documented. The agreement between Sarmiento and MWSS to utilize the ADB loan, while documented in a letter, led to interpretation issues. A formal contract amendment referencing specific clauses and clearly outlining the modified payment terms would have been more robust.

    Thirdly, understanding the interplay of different contract clauses is crucial. The dispute over trade discounts arose from differing interpretations of GC-54 and SGC-21. Parties must thoroughly analyze all relevant clauses and how they interact, seeking legal advice when necessary.

    For contractors, this case highlights the need for meticulous record-keeping of all project costs, especially overruns and variations. For government agencies, it underscores the importance of transparent and consistent contract administration, ensuring timely payments and clear communication regarding any modifications or payment adjustments.

    Key Lessons:

    • Document Everything: Ensure all agreements, modifications, and payment terms are in writing and signed by authorized representatives.
    • Clarity in Language: Use precise and unambiguous language in contracts to avoid misinterpretations.
    • Understand Contract Hierarchy: Be aware of the order of precedence of contract documents (e.g., SGC over GC).
    • Seek Legal Counsel: Consult with lawyers during contract drafting and modification to ensure compliance and protect your interests.
    • Maintain Detailed Records: Keep thorough records of all project costs, communications, and approvals.

    FREQUENTLY ASKED QUESTIONS (FAQs)

    Q1: What is a ‘Prime Cost Item’ in construction contracts?

    A: Prime cost items refer to materials or equipment whose exact specifications or quality are not fully determined when the contract is prepared. The contract usually includes a provisional sum for these items, which is later adjusted based on the actual cost.

    Q2: What happens when General Conditions (GC) and Supplemental General Conditions (SGC) conflict?

    A: Supplemental General Conditions (SGC) are designed to amend or supplement General Conditions (GC). In case of a conflict, the SGC generally prevails, as was the principle applied in this case.

    Q3: Why is written documentation so important in government contracts?

    A: Government contracts involve public funds and are subject to stricter scrutiny. Written documentation ensures transparency, accountability, and provides a clear record of agreements, which is essential for audits and dispute resolution.

    Q4: What is ‘force majeure’ and how does it relate to contract termination?

    A: Force majeure refers to unforeseen circumstances beyond the parties’ control, such as natural disasters or, as in this case, significant economic changes like rising inflation. Contracts often allow for termination due to force majeure, as it makes contract performance impossible or impractical.

    Q5: What is the Qualified Commitment Procedure of the Asian Development Bank (ADB) mentioned in the case?

    A: The Qualified Commitment Procedure is a mechanism by which the ADB, in this case, directly pays or finances the importation of equipment for a project using loan funds allocated to the borrowing government agency (MWSS). This was used to facilitate the procurement of pump units, shifting the payment responsibility for imported items from the contractor to MWSS.

    Q6: Can verbal agreements modify a written contract in the Philippines?

    A: While theoretically possible in some private contracts, verbal modifications are highly problematic, especially in government contracts. For government contracts, modifications generally need to be in writing and formally approved to be legally enforceable.

    Q7: What are the common causes of disputes in construction contracts?

    A: Common causes include ambiguities in contract documents, disagreements over payment terms, variations or change orders, delays, differing site conditions, and interpretation of contract clauses.

    Q8: How can contractors protect themselves from payment disputes in government projects?

    A: Contractors should ensure contracts are clear and comprehensive, document all work and costs meticulously, formally request and document any variations or change orders, maintain open communication with the government agency, and seek legal advice when disputes arise.

    ASG Law specializes in Construction Law and Government Contracts. Contact us or email hello@asglawpartners.com to schedule a consultation.