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MMDA v. JANCOM ENVIRONMENTAL CORP.

FACTS:

The petitioner in this case, the Metropolitan Manila Development Authority (MMDA), filed a petition to reverse the decision of the Court of Appeals regarding the waste management contract between the Republic of the Philippines and JANCOM Environmental Corporation. The waste-to-energy projects were overseen by the Executive Committee (EXECOM), headed by the Chairman of the MMDA and the Cabinet Officer for Regional Development-National Capital Region (CORD-NCR). After the bidding process, JANCOM and First Philippines were declared the winning bidders for the San Mateo and Carmona projects, respectively. However, due to changes in administration and the closure of the San Mateo landfill, the Greater Manila Solid Waste Management Committee decided not to pursue the BOT contract with JANCOM.

Furthermore, the second case involves JANCOM appealing the decision regarding the non-pursuance of the BOT contract. JANCOM filed a petition for certiorari before the Regional Trial Court (RTC) challenging the resolution of the Solid Waste Management Committee and the actions of the MMDA. The RTC ruled in favor of JANCOM, declaring the resolution and actions as illegal and void. The MMDA filed a special civil action for certiorari with the Court of Appeals, but the petition was dismissed. MMDA then filed a petition with the Supreme Court, questioning the validity of the RTC decision and JANCOM's choice to file a petition for certiorari instead of appealing to the Court of Appeals.

In both cases, it is important to note that certiorari was not the proper remedy since there was an available right to appeal. The Court emphasized that the RTC had jurisdiction over the case and its rulings, and the remedy for reversal or modification of the judgment on its merits is through an appeal. Additionally, the RTC decision was not immediately executory.

ISSUES:

  1. Whether the remedy of certiorari is available despite the availability of an appeal.

  2. Whether the petitioner had sufficiently established the existence of any fact or reason to justify its resort to the extraordinary remedy of certiorari.

  3. Whether the failure to perfect an appeal within the reglementary period rendered the trial court's decision final and executory.

  4. Whether there is a perfected contract between the parties.

  5. Whether the notice of award issued to the winning bidder is valid.

  6. Whether the absence of the President's signature invalidates the contract.

  7. Whether the signatories to the contract had the authority to sign on behalf of the Republic.

  8. Whether the BOT contract requires the approval of the President.

  9. Whether the absence of the President's signature renders the contract invalid and unenforceable.

  10. Whether JANCOM failed to comply with the conditions precedent.

  11. Whether JANCOM has already failed to comply with the "conditions precedent" mandated by the contract.

  12. Whether MMDA can revoke or renounce the contract without the consent of JANCOM.

  13. Whether the reasons cited by MMDA for not pushing through with the contract are valid.

RULING:

  1. The remedy of certiorari is not available when there is an available appeal. Appeal is the proper remedy for a judgment that may have suffered from some substantial error in procedure or findings of fact or law.

  2. The petitioner failed to establish any fact or reason to justify its resort to the extraordinary remedy of certiorari. The record does not show that the case falls under any of the exceptions wherein certiorari may be given due course.

  3. The failure to perfect an appeal within the reglementary period rendered the trial court's decision final and executory. The special civil action of certiorari may not be invoked as a substitute for appeal.

  4. There is a perfected contract between the parties. The signing and execution of the contract by the parties clearly show that there was a concurrence of offer and acceptance with respect to the material details of the contract, thereby giving rise to the perfection of the contract.

  5. The notice of award issued to the winning bidder is not a proper notice of award as it did not comply with the requirements under the Implementing Rules and Regulations of Republic Act No. 6957. However, this defect was cured by the subsequent execution of the contract entered into and signed by authorized representatives of the parties. Thus, there is a perfected contract existing between the parties giving them certain rights and obligations.

  6. The absence of the President's signature does not invalidate the contract. While the authority of the signatories to bind the Republic has been questioned, the Secretary of Environment and Natural Resources, who was also a signatory to the contract, has the authority to sign. The requirement of presidential approval for the validity of the contract is not applicable in this case.

  7. The signatories to the contract, namely the Secretary of Environment and Natural Resources and the EXCOM Chairman and Co-Chairman, had the authority to sign on behalf of the Republic. It was not alleged or shown that they acted beyond the scope of their authority.

  8. The BOT contract does not require the approval of the President. Section 59 of Executive Order No. 292 applies only to infrastructure projects, while the BOT contract in question is not covered by this provision.

  9. The absence of the President's signature does not render the contract invalid and unenforceable. The contract becomes effective upon the approval of the President, but its perfection has already been achieved.

  10. JANCOM's failure to comply with the conditions precedent is not valid as the two-month period specified in Article 18 of the contract has not yet started to run due to the absence of the President's signature.

  11. The Court held that JANCOM has not yet failed to comply with the "conditions precedent" mandated by the contract. As the contract has not yet become effective, the two-month period within which JANCOM should comply with the conditions has not yet started to run.

  12. The Court held that once a contract has been perfected, the parties are bound not only to the fulfillment of what has been expressly stipulated but also to all the consequences which, according to their nature, may be in keeping with good faith, usage, and law. Therefore, MMDA cannot revoke or renounce the contract without the consent of JANCOM.

  13. The Court held that the reasons cited by MMDA for not pushing through with the contract are without merit. The Clean Air Act does not absolutely prohibit incineration as a mode of waste disposal, but only bans burning processes that emit poisonous and toxic fumes. The contract also provides for suitable alternatives in case the San Mateo landfill is not available. The alleged financial non-viability of the project cannot abrogate the entire agreement.

PRINCIPLES:

  • The existence and availability of the right of appeal proscribes a resort to certiorari.

  • Certiorari is only available when there is no appeal nor any plain, speedy, and adequate remedy in the ordinary course of law.

  • Certiorari will not lie unless a motion for reconsideration is first filed before the respondent tribunal to allow it an opportunity to correct its errors.

  • A contract is perfected by mere consent, which is manifested by the meeting of the offer and acceptance upon the thing and the cause which are to constitute the contract.

  • An unqualified acceptance of the offer or proposal of a bidder in a public bidding process results in the perfection of a contract.

  • Notice of award must comply with the requirements under the relevant laws and regulations. However, defects in the notice of award may be cured by the subsequent execution of the contract.

  • The government cannot be estopped by the erroneous acts of its agents, but it may be estopped from assailing the validity of a notice of award if it had led the winning bidder to believe that the notice satisfied all the requirements of the law.

  • The absence of the President's signature does not necessarily invalidate a contract if there are other authorized signatories and if the signatory has the required authority to bind the government.

  • The authority of signatories to a contract depends on the scope of their authority and whether they acted within such scope.

  • The approval of the President is required only for infrastructure contracts exceeding the ceilings set in Section 58 of Executive Order No. 292.

  • The absence of the President's signature does not necessarily render a contract invalid or unenforceable. The contract may still be considered perfected.

  • The literal meaning of the stipulations in a contract shall control if the terms are clear and leave no doubt upon the intention of the contracting parties.

  • Once a contract is entered into, no party can unilaterally renounce it without the consent of the other.

  • The validity and fulfillment of contracts cannot be left to the will of one of the contracting parties.

  • The law and courts will not extricate a party from an unwise or undesirable contract that they entered into with full awareness of its consequences.