G.R. No. 167071 ; October 31, 2006
Rudy S. Ampeloquio, Sr., petitioner, vs. Romeo Napiza, respondent.

FACTS

Petitioner Rudy Ampeloquio, a real estate developer, and respondent Romeo Napiza, a co-owner of a parcel of land, executed an “Assignment of Rights” on September 11, 1981. The contract stipulated that Napiza would persuade his co-owners to agree to the property’s development into a subdivision. In consideration, Ampeloquio would assign to Napiza 5% of the developer’s share from the disposable area. Napiza successfully facilitated the execution of a formal “Contract of Development” between the co-owners and Ampeloquio on October 26, 1981, wherein the landowners retained 45% of the lot area and Ampeloquio received 55% as developer.
Ampeloquio commenced the subdivision project. He gave Napiza P20,000.00 and a land title as commission but failed to formally convey the stipulated 5% share. After repeated demands for compliance went unheeded, Napiza filed a complaint for Specific Performance on June 22, 1995. The Regional Trial Court ruled in favor of Napiza, ordering Ampeloquio to deliver the 5% share or its monetary equivalent. The Court of Appeals affirmed the decision but reduced the awarded attorney’s fees.

ISSUE

The core issues were: (1) whether the “Assignment of Rights” was valid and enforceable; (2) whether Napiza’s cause of action had prescribed or was barred by laches; and (3) whether the contract was void for allegedly violating real estate licensing laws.

RULING

The Supreme Court denied the petition and affirmed the Court of Appeals’ decision. On the first issue, the Court upheld the validity and enforceability of the “Assignment of Rights.” It found the contract clear and unambiguous, obliging Ampeloquio to deliver 5% of his developer’s share upon the co-owners’ selection of their portions. The subsequent “Contract of Development” did not novate or extinguish this prior bilateral agreement, as the two contracts involved different parties and considerations. Ampeloquio’s obligation to Napiza remained distinct and outstanding.
On prescription, the Court ruled the action was timely. The ten-year prescriptive period for enforcing a written contract commenced from the date of breach, which was when Ampeloquio failed to deliver the share after the co-owners made their selections. Napiza’s written demands in 1990 and 1995 effectively renewed the prescriptive period. Laches was also inapplicable, as Napiza’s repeated demands negated any presumption of neglect in asserting his right.
Finally, the Court refused to consider Ampeloquio’s new argument that the contract was illegal under real estate licensing laws, as this issue was not raised before the trial court. Basic rules of fair play and due process bar raising issues for the first time on appeal.