This case has been cited 1 times or more.
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2004-12-16 |
AZCUNA, J. |
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| A contract of adhesion is defined as one where one of the parties imposes a ready-made form of contract which the other party may accept or reject, but which the latter cannot modify. One party prepares the stipulation in the contract, while the other party merely affixes his signature or his "adhesion" thereto, giving no room for negotiation and depriving the latter of the opportunity to bargain on equal footing. These types of contracts have nonetheless been declared as binding as ordinary contracts, the reason being that the party who adheres to the contract is free to reject it entirely.[15] Thus, such agreement is not per se inefficacious. Corollarily, should there be any ambiguity in a contract of adhesion, such ambiguity is to be construed against the party who prepared it. If, however, the stipulations are not obscure, but are clear and leave no doubt on the intention of the parties, the literal meaning of its stipulations must be held controlling.[16] To reiterate, contracts of adhesion are not prohibited even as the courts remain careful in scrutinizing the factual circumstances and the situation of the parties concerned in the case to determine the respective claims of contending parties on their efficacy and enforceability.[17] When petitioner purchased the subject properties in Makati, the deed restrictions were made an addendum or supplement to the two deeds of absolute sale. The deed restrictions were pre-printed and duly annotated on the titles corresponding to the parcels of land purchased and petitioner, through its duly authorized representative, affixed its signature thereto. The stipulations were plain and unambiguous which leave no room for interpretation. As such, petitioner was presumed to have full knowledge and to have acted with due care or, at the very least, to have been aware of the terms and conditions of the contract and that it had actually assented to the stipulations as there was never any objection interposed prior to the actual purchase of the subject property. | |||||