DARIO ELEIZEGUI, ET AL., vs. THE MANILA LAWN TENNIS CLUB, \May 19, 1903 G.R. No. 967

FACTS:Lessor: EleizeguiLessee: Manila Lawn Tennis Club

1. This suit concerns the lease of a piece of land for a fixed consideration and to endure at the will of the lessee.

2. By the contract of lease the lessee is expressly authorized to make improvements upon the land, by erecting buildings of both permanent and temporary character, by making fills, laying pipes, and making such other improvements as might be considered desirable for the comfort and amusement of the members.

3. The rental is fixed at 25 pesos a month. . . . The owners bind themselves to maintain the club as tenant. . . . Upon the foregoing conditions they make the present contract of lease. .

4. Term of the lease (happens to be the issue). In its decision three theories have been presented: a. One which makes the duration depend upon the will of the

lessor, who, upon one month's notice given to the lessee, may terminate the lease so stipulated;

b. Makes it dependent upon the will of the lessee, as stipulated;

c. In accordance with which the right is reversed to the courts to fix the duration of the term.

5. The first theory is that which has prevailed in the judgment below "The court is of the opinion that the contract of lease was

terminated by the notice given by the plaintiff on August 28 of last year . . . ."

When the term has not been fixed for the lease, it is understood to be for years when an annual rental has been fixed, for months when the rent is monthly. . . ."

The second clause of the contract provides as follows: "The rent of the said land is fixed at 25 pesos per month."

6. Here the relief wanted by the complainant is restitution of the land to the plaintiffs but nevertheless the action which is maintained can be no other than that of desahucio (meaning eviction)

7. The lessor may judicially dispossess the lessee upon the expiration of the conventional term or of the legal term; a. the conventional term — that is, the one agreed upon by

the parties; b. the legal term, in defect of the conventional, fixed for leases

by articles 1577 and 1581.8. Related to the case are the following provisions of the lease

contract a. "First. . . . They lease the above-described land to Mr.

Williamson, who takes it on lease , . . . for all the time the members of the said club may desire to use it . . .

b. Third. . . . the owners of the land undertake to maintain the club as tenant as long as the latter shall see fit, without altering in the slightest degree the conditions of this contract, even though the estate be sold. "

9. If there was an agreed duration, a conventional term, then the legal term — the term fixed in article 1581 — has no application

ISSUE: Was there, or was there not, a conventional term, a duration, agreed upon in the contract in question? CONVENTIONAL TERM

HELD: Without these clauses 1 and 3, the contract would contain no

stipulation with respect to the duration of the lease, and then

article 1581, in connection with article 1569, would necessarily be applicable.

In view of these clauses, however, it can NOT be said that there is no stipulation with respect to the duration of the lease, or that, notwithstanding these clauses, article 1581, in connection with article 1569, can be applied

It having been demonstrated that the legal term can not be applied, there being a conventional term, this destroys the assumption that the contract of lease was wholly terminated by the notice given by the plaintiffs, this notice being necessary only when it becomes necessary to have recourse to the legal term.

It is evident that they had no intention of stipulating that they reserved the right to give such notice. Clause 3 begins as follows: "Mr. Williamson, or whoever

may succeed him as secretary of said club, may terminate this lease whenever desired without other formality than that of giving a month's notice. The owners of the land undertake to maintain the club as tenant as long as the latter shall see fit."

The right of the one and the obligation of the others being thus placed in antithesis, there is something more, much more, than the inclusio unius, exclusio alterius (The inclusion of one is the exclusion of another).

It is evident that the lessors did not intend to reserve to themselves the right to rescind that which they expressly conferred upon the lessee by establishing it exclusively in favor of the latter.

It would be the greatest absurdity to conclude that in a contract by which the lessor has left the termination of the lease to the will of the lessee, such a lease can or should be terminated at the will of the lessor.

There can be no other mode of terminating the lease than by the will of the lessee, as stipulated in this case.

Perpetual Lease this defense is not applicable in this case It is not to be understood that we admit that the lease entered

into was stipulated as a life tenancy, and still less as a perpetual lease. The terms of the contract express nothing to this effect.

The lease in question does not fall within any of the cases in which the rights and obligations arising from a contract can not be transmitted to heirs, either by its nature, by agreement, or by provision of law.

It was repeatedly stated in the document that it was a lease, and nothing but a lease

So what action should be done? The only action which can be maintained under the terms of the

contract is that by which it is sought to obtain from the judge the determination of this period, and not the unlawful detainer action which has been brought — an action which presupposes the expiration of the term and makes it the duty of the judge to simply decree an eviction.

To maintain the latter action it is sufficient to show the expiration of the term of the contract, whether conventional or legal; in order to decree the relief to be granted in the former action it is necessary for the judge to look into the character and conditions of the mutual undertakings with a view to supplying the lacking element of a time at which the lease is to expire

SUPREME COURT JUDGMENT: The judgment is reversed and the case will be remanded to the court below with directions to enter a judgment of dismissal of the action in favor of the defendant, the Manila Lawn Tennis Club.

Notes:

Usufruct as defined in this case

Usufruct is a right of superior degree to that which arises from a lease.

It is a real right and includes all the jus utendi and jus fruendi.

Nevertheless, the utmost period for which a usufruct can endure, if constituted in favor a natural person, is the lifetime of the usufructuary (art. 513, sec. 1); and if in favor of juridical person, it can not be created for more than thirty years.

Emphyteusis: a long-term lease of land or buildings; 99 years or such similar long term, or even in perpetuity.

Monseratt vs Ceron

Facts:

Monseratt was the president and manager or Manila Yellow Taxicab Co. Inc. and the owner of , 1200 common shares of stocks thereof.

Ceron extended a financial aid to him and as payment Monseratt assigned the usufruct of half of the aforesaid common shares of stocks with a corresponding certificate.

The assignment or transfer only gave Ceron the right to enjoy, during his lifetime, the profits which might be derived from the assigned shares.

Ceron was prohibited from selling, mortgaging, encumbering or alienating the said shares of stocks. Said prohibition was not annotated in the document or title.

Ceron mortgaged to Matute some shares of stocks of the Manila Yellow Taxicab Co. including the shares of stocks in question.

When Ceron mortgaged the said stocks, he did not inform Matute that he is prohibited from selling or mortgaging it.

Issue:

Was the mortgage valid?

Holding:

Yes, the Corporation Law provides that it does not require any entry of transfers of shares of stocks in order that such transfer may be valid against third person.

Transfer- any act by which the property of one person is vested in another.

Transfer of shares- implies any means whereby one may be divested of and another acquires of ownership.

A chattel mortgage accompanied by delivery of the mortgaged thing, transfers the title and ownership but it is not absolute since it is a mere security of payment.

Matute was a purchaser in good faith since when Ceron mortgaged the said shares of stocks to him her did not inform the former about its status.

NATIVIDAD vs. DE GUZMAN

G.R. No. L-15267 March 27, 1961

In case of death of the land-holder, his heir or heirs shall likewise assume his usufructuary rights and obligations.

By Pauline

FACTS:

February 26, 1958- Domingo Natividad filed a petition against Rosendo Cabal and Clodualda C. Manubag, father and daughter respectively, for damages resulting from the unlawful and illegal ejectment of the petitioner

March 4, 1958- Cabal and Manubag filed an answer alleging that the land over which Natividad was a tenant, which was originally owned by Rosendo Cabal, was subsequently donated by Cabal to his co-respondent Clodualda C. Manubag, Cabal retaining for himself the use and enjoyment of the same during his lifetime.

Cabal died; hence, Natividad moved for a dismissal of the case against Cabal and for it to proceed against Manubag only.

Manubag’s counsel moved for a dismissal of the case. Natividad amended his petition, making it only against Manubag. The court dismissed the case.

ISSUE: was the dismissal of the case proper?

HELD: NO. At the time the owner-tenant relationship existed between Cabal and Natividad, the bare ownership to the land had already been conveyed by Cabal to his daughter Clodualda C. Manubag, such that the latter was made party-defendant in the original petition of Natividad, and the fact of her bare ownership over the property, with Cabal as the usufructuary, was alleged in the answer to the petition. Therefore, whatever obligations the deceased usufructuary, Cabal, had contracted in relation to the land, such obligations were transmitted to the bare owner of the land, namely, Manubag. The obligations sought to be enforced in the case at bar are presumably obligations in favor of the tenant in

respect to the property ownership of which had been transferred to Manubag. Manubag is naturally responsible for such obligations, as these fall upon the assignee or transferee of the land, not upon the other heirs who do not have any claim to such land. Hence, the court erred in dismissing the case, instead of allowing it to proceed against the transferee and owner of the land subject of the tenancy contract, Manubag.