Ortigas & Co., Limited Partnership vs. Feati Bank and Trust Co. L-24670 (December 14, 1979)

G.R. No. L-24670
94 SCRA 533
December 14, 1979

Plaintiff is engaged in real estate business, developing and selling lots to the public, particularly the Highway Hills Subdivision along EDSA, Mandaluyong, Rizal.
On March 4, 1952, plaintiff entered into separate agreements of sale with Augusto Padilla y Angeles and Natividad Angeles over 2 parcels of land (Lots Nos. 5 and 6, Block 31, of the Highway Hills Subdivision). On July 19, 1962 the vendees transferred their rights and interests over the said lots to Emma Chavez. The plaintiff executed the corresponding deeds of sale in favor of Emma Chavez upon payment of the purchase price. Both the agreements and the deeds of sale thereafter executed contained the stipulation that the parcels of land subject of the deeds of sale “shall be used by the Buyer exclusively for residential purposes”. The restrictions were later annotated in the Transfer Certificates of Titles covering the said lots issued in the name of Chavez.
Eventually, defendant-appellee acquired Lots No. 5 and 6 with the building restrictions also annotated in their corresponding TCTs. Lot No.5 was bought directly from Chavez “free from all liens and encumbrances” while Lot No.6 was acquired through a “Deed of Exchange” from Republic Flour Mills.
Plaintiff claims that the restrictions were imposed as part of its general building scheme designed for the beautification and development of the Highway Hills Subdivision which forms part of its big landed estate where commercial and industrial sites are also designated or established.
Defendant maintains that the area along the western part of EDSA from Shaw Boulevard to the Pasig River, has been declared a commercial and industrial zone, per Resolution No.27 of the Municipal Council of Mandaluyong. It alleges that plaintiff “completely sold and transferred to third persons all lots in said subdivision facing EDSA” and the subject lots thereunder were acquired by it “only on June 23, 1962 or more than 2 years after the area xxx had been declared a commercial and industrial zone”.
On or about May 5, 1963, defendant-appellee began construction of a building devoted to banking purposes but which it claims could also be used exclusively for residential purposes. The following day, the plaintiff demanded in writing that the construction of the commercial building be stopped but the defendant refused to comply contending that the construction was in accordance with the zoning regulations.

1. Whether Resolution No. 27 s-1960 is a valid exercise of police power.
2. Whether the said Resolution can nullify or supersede the contractual obligations assumed by defendant-appellee.

1. Yes. The validity of Resolution No.27 was never questioned. In fact, it was impliedly admitted in the stipulation of facts, when plaintiff-appellant did not dispute the same. Having admitted the validity of the subject resolution, plaintiff-appellant cannot now change its position on appeal.
However, assuming that it is not yet too late to question the validity of the said resolution, the posture is unsustainable.
Municipalities are empowered by law through Sec.3 of RA 2264 (Local Autonomy Act) to to adopt zoning and subdivision ordinances or regulations for the municipality. The law does not restrict the exercise of the power through an ordinance. Therefore, granting that Resolution No.27 is not an ordinance, it certainly is a regulatory measure within the intendment of the word “regulation” under the provision.
An examination of Sec.12 of the same law reveals that the implied power of a municipality should be “liberally construed in its favor” and that “any fair and reasonable doubt as to the existence of the power should be interpreted in favor of the local government and it shall be presumed to exist.” An exception to the general welfare powers delegated to municipalities is when the exercise of its powers will conflict with vested rights arising from contracts. The exception does not apply to the case at bar.

2. While non-impairment of contacts is constitutionally guaranteed, the rule is not absolute since it has to be reconciled with the legitimate exercise of police power. Invariably described as the “most essential, insistent and illimitable of powers” and the “greatest and most powerful attribute of government”, the exercise of police power may be judicially inquired into and corrected only if it is capricious, whimsical, unjust or unreasonable, there having been a denial of due process or a violation of any other applicable constitutional guarantee.

Resolution No.27, S-1960 declaring the western part of EDSA from Shaw Boulevard to the Pasig River as an industrial or commercial zone was passed by the Municipal Council of Mandaluyong in the exercise of police power to safeguard/promote the health, safety, peace, good order and general welfare of the people in the locality. Judicial notice may be taken of the conditions prevailing in the area, especially where Lots Nos. 5 and 6 are located. EDSA supports an endless stream of traffic and the resulting activity, noise and pollution which are hardly conducive to the health, safety or welfare of the residents in its route. The Municipality of Mandaluyong was reasonably justified under the circumstances in passing the subject resolution.

Thus, the state, in order to promote the general welfare, may interfere with personal liberty, with property, and with business and occupations. Persons may be subjected to all kinds of restraint and burdens, in order to secure the general comfort, health and prosperity of the state, and to this fundamental aim of the Government, the rights of the individual are subordinated.


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