ABS-CBN Broadcasting Corporation vs World Interactive Network Systems (WINS) Japan Co., Ltd.

,
544 SCRA 308 / G.R. No. 169332, February 11, 2008

Facts:
On September 27, 1999, petitioner ABS-CBN Broadcasting Corporation entered into a licensing agreement with
respondent World Interactive Network Systems (WINS) Japan Co., Ltd., where respondent was granted the exclusive
license to distribute and sublicense the distribution of the television service known as “The Filipino Channel” (TFC) in
Japan.

A dispute arose between the parties when petitioner accused respondent of inserting nine episodes of WINS WEEKLY
claiming that these were “unauthorized insertions” constituting a material breach of their agreement to which
petitioner notified respondent of its intention to terminate the agreement. Thereafter, respondent filed an arbitration
suit and parties appointed Professor Alfredo F. Tadiar to act as sole arbitrator. The arbitrator found in favor of
respondent and held that petitioner gave its prior approval. Petitioner filed in the CA a petition for review under Rule 43
of the Rules of Court or, in the alternative, a petition for certiorari under Rule 65 of the same Rules. It alleged serious
errors of fact and law and/or grave abuse of discretion amounting to lack or excess of jurisdiction on the part of the
arbitrator. CA dismissed the petition for lack of jurisdiction where it ruled that the TOR itself provided that the
arbitrator's decision shall be final and unappealable and that no motion for reconsideration shall be filed, then the
petition for review must fail. It ruled that it is the RTC which has jurisdiction over questions relating to arbitration. It held
that the only instance it can exercise jurisdiction over an arbitral award is an appeal from the trial court's decision
confirming, vacating or modifying the arbitral award. It further stated that a petition for certiorari under Rule 65 of the
Rules of Court is proper in arbitration cases only if the courts refuse or neglect to inquire into the facts of an arbitrator's
award.

Issue:
Whether or not an aggrieved party in a voluntary arbitration dispute may avail of, directly in the CA, a petition for
review under Rule 43 or a petition for certiorari under Rule 65 of the Rules of Court, instead of filing a petition to vacate
the award in the RTC when the grounds invoked to overturn the arbitrator’s decision are other than those for a petition
to vacate an arbitral award enumerated under RA 876.

Held:
No. RA 876 itself mandates that it is the Court of First Instance, now the RTC, which has jurisdiction over questions
relating to arbitration, such as a petition to vacate an arbitral award.

Sec. 24. Grounds for vacating award. - In any one of the following cases, the court must make an order vacating
the award upon the petition of any party to the controversy when such party proves affirmatively that in the arbitration
proceedings:
(a) The award was procured by corruption, fraud, or other undue means; or
(b) That there was evident partiality or corruption in the arbitrators or any of them; or
(c) That the arbitrators were guilty of misconduct in refusing to postpone the hearing upon sufficient cause
shown, or in refusing to hear evidence pertinent and material to the controversy; that one or more of the arbitrators
was disqualified to act as such under section nine hereof, and willfully refrained from disclosing such disqualifications or
of any other misbehavior by which the rights of any party have been materially prejudiced; or
(d) That the arbitrators exceeded their powers, or so imperfectly executed them, that a mutual, final and definite
award upon the subject matter submitted to them was not made.

Based on the foregoing provisions, the law itself clearly provides that the RTC must issue an order vacating an arbitral
award only “in any one of the . . . cases” enumerated therein. Under the legal maxim in statutory construction expressio
unius est exclusio alterius, the explicit mention of one thing in a statute means the elimination of others not specifically
mentioned. As RA 876 did not expressly provide for errors of fact and/or law and grave abuse of discretion (proper
grounds for a petition for review under Rule 43 and a petition for certiorari under Rule 65, respectively) as grounds for
maintaining a petition to vacate an arbitral award in the RTC, it necessarily follows that a party may not avail of the
latter remedy on the grounds of errors of fact and/or law or grave abuse of discretion to overturn an arbitral award.
Metro Construction vs Chatham Properties
G.R. No. 141987 September 24, 2001

Facts:
Respondent Chatham Properties, Inc. (CHATHAM) and petitioner Metro Construction, Inc. (MCI) entered into a contract
for the construction of a multi-storey building known as the Chatham House. MCI sought to collect from CHATHAM a
sum of money for unpaid progress billings and other charges and instituted a request for adjudication of its claims with
the CIAC. The preliminary conference before the CIAC started in June 1998 and was concluded a month after with the
signing of the Terms of Reference (TOR) of the Case. n the resolution of these issues, the CIAC discovered significant
data, which were not evident or explicit in the documents and records but otherwise revealed or elicited during the
hearings, which the CIAC deemed material and relevant to the complete adjudication of the case. It was established
during the hearing that the contract was awarded to MCI through negotiation as no bidding was conducted, x x x It was
also revealed that two agreements were entered into, one is labeled Construction Contract for the total fixed amount of
P50,000,000.00 and the other a Supplemental Contract for an amount not to exceed P75,000,000.00.
The CIAC then decreed Accordingly, as presented below, all the amounts due MCI are first listed and added up and the
total payment is deducted therefrom. The admitted total payment figure as reflected in the Terms of Reference is the
amount applied instead of the total reflected in CHATHAM's Summary of Payments which incidentally reflected a lesser
amount.
Impugning the decision of the CIAC, CHATHAM instituted a petition for review with the Court of Appeals. The Court of
Appeals concluded that the interim takeover was necessitated by CHATHAM's insistence to meet its own turnover dates
with the buyers of the project's units. Thus, CHATHAM was constrained to hire subcontractors with sufficient manpower
and supervision and incur various expenses to facilitate the completion of the project and/or assist MCI in making up for
its delay.
The Court of Appeals concluded that the interim takeover was necessitated by CHATHAM's insistence to meet its own
turnover dates with the buyers of the project's units. Thus, CHATHAM was constrained to hire subcontractors with
sufficient manpower and supervision and incur various expenses to facilitate the completion of the project and/or assist
MCI in making up for its delay.
The Court of Appeals then considered it imperative to determine whether MCI failed to complete the project on time
for which it may be held liable for liquidated damages based on the delays in the overall schedule of completion
pursuant to Art. 13.5 of the Construction Agreement.

Finally, CHATHAM asseverates that the Court of Appeals did not commit grave abuse of discretion in reversing the CIAC's
ascertainment on the implied take-over and liquidated damages.

This Court shall now resolve the primary issue raised in this case

Issue:
The core issue in this case is whether under existing law and rules the Court of Appeals can also review findings of facts
of the Construction Industry Arbitration Commission (CIAC).

Held:
EO. No. 1008 vest upon the CIAC original and exclusive jurisdiction over disputes arising from, or connected with,
contracts entered into by parties involved in construction in the Philippines, whether the dispute arises before or after
the completion of the contract, or after the abandonment or breach thereof.By express provision of Section thereof, the
arbitral award of the CIAC is final and unappealable, except on questions of law, which are appealable to the Supreme
Court.
It is clear that Circular No. 1-91 covers the CIAC. In the first place, it is a quasi judicial agency. A quasi-judicial agency or
body has been defined as an organ of government other than a court and other than a legislature, which affects the
rights of private parties through either adjudication or rule-making. The very definition of an administrative agency
includes its being vested with quasi judicial powers. The ever increasing variety of powers and functions given to
administrative agencies recognizes the need for the active intervention of administrative agencies in matters calling for
technical knowledge and speed in countless controversies which cannot possibly be handled by regular courts. The
CIAC's primary function is that of a quasi-judicial agency, which is to adjudicate claims and/or determine rights in
accordance with procedures set forth in E.O. No. 1008.

Jorge Gonzales and Panel of Arbitrators vs Climax Mining

G.R. No. 161957. February 28, 2005

Facts:
Gonzales filed a complaint before the Panel of Arbitrators, Region II, Mines and Geosciences Bureau, of the Department
of Environment and Natural Resources (DENR) against respondents Climax- Mining Ltd, Climax-Arimco and Australasian
Philippines Mining Inc, seeking the declaration of nullity or termination of the addendum contract and the other
contracts emanating from it on the grounds of fraud and oppression. The Panel dismissed the complaint for lack of
jurisdiction. However, the Panel, upon petitioner's motion for reconsideration, ruled that it had jurisdiction over the
dispute maintaining that it was a mining dispute, since the subject complaint arose from a contract between the parties
which involved the exploration and exploitation of minerals over the disputed area. Respondents assailed the order of
the Panel of Arbitrators via a petition for certiorari before the CA. The CA granted the petition and declared that the
Panel of Arbitrators did not have jurisdiction over the complaint, since its jurisdiction was limited to the resolution of
mining disputes, such as those which raised a question of fact or matter requiring the technical knowledge and
experience of mining authorities and not when the complaint alleged fraud and oppression which called for the
interpretation and application of laws. The CA further ruled that the petition should have been settled through
arbitration under R.A. No. 876 − the Arbitration Law – as provided under the addendum contract.

Issue:
Whether or not an agreement to arbitrate is a separate and distinct contract from the main contract and whether POA
has exclusive and original jurisdiction to hear and decide mining disputes.

Held:
Panel of Arbitrators who, under R.A. No. 7942 of the Philippine Mining Act of 1995, has exclusive and original
jurisdiction to hear and decide mining disputes, such as mining areas, mineral agreements, FTAAs or permits and surface
owners, occupants and claimholders/concessionaires, is bereft of jurisdiction over the complaint for declaration of
nullity of the addendum contract; thus, the Panels' jurisdiction is limited only to those mining disputes which raised
question of facts or matters requiring the technical knowledge and experience of mining authorities. An agreement to
arbitrate is a separate and distinct contract from the main contract. Further a submission to arbitration is a contract. A
clause in a contract providing that all matters in dispute between the parties shall be referred to arbitration is a
contract. The provision to submit to arbitration any dispute arising therefrom and the relationship of the parties is a part
of that contract and is itself a contract. The doctrine of separability, or severability as other writers call it, enunciates
that an arbitration agreement is independent of the main contract. The arbitration agreement is to be treated as a
separate agreement and the arbitration agreement does not automatically terminate when the contract of which it is
part comes to an end. The separability of the arbitration agreement is especially significant to the determination of
whether the invalidity of the main contract also nullifies the arbitration clause. Indeed, the doctrine denotes that the
invalidity of the main contract, also referred to as the "container" contract, does not affect the validity of the arbitration
agreement. Irrespective of the fact that the main contract is invalid, the arbitration clause/agreement still remains valid
and enforceable.
Ormoc Sugarcane Planter’s Association vs Court of Appeals
G.R. No. 156660

Facts:
The relationship between respondents and the individual sugar planters is governed by milling contracts. Article VII of
the milling contracts provides that 34% of the sugar and molasses produced from milling the Planter’s sugarcane shall
belong to the centrals (respondents) as compensation, 65% thereof shall go to the Planter and the remaining 1% shall
go the association to which the Planter concerned belongs, as aid to the said association. The 1% aid shall be used by
the association for any purpose that it may deem fit for its members, laborers and their dependents. If the Planter was
not a member of any association, then the said 1% shall revert to the centrals. Petitioners claimed that respondents
violated the Milling Contract when they gave to independent planters who do not belong to any association the 1%
share, instead of reverting said share to the centrals. Petitioners contended that respondents unduly accorded the
independent Planters more benefits and thus prayed that an order be issued directing the parties to commence with
arbitration in accordance with the terms of the milling contracts. Petitioners, without impleading any of their individual
members, filed twin petitions with the RTC for Arbitration under R.A. 87. Respondents filed a motion to dismiss on
ground of lack of cause of action because petitioners had no milling contract with respondents. RTC denying the motion
to dismiss, declaring the existence of a milling contract between the parties, and directing respondents to nominate two
arbitrators to the Board of Arbitrators.

Issue:
Whether or not petitioners ― sugar planters’ associations ― are clothed with legal personality to file a suit against, or
demand arbitration from, respondents in their own name without impleading the individual Planters.

Held:
Section 2 of R.A. No. 876 provides:

Sec. 2. Persons and matters subject to arbitration. – Two or more persons or parties may submit to the arbitration of
one or more arbitrators any controversy existing between them at the time of the submission and which may be the
subject of an action, or the parties to any contract may in such contract agree to settle by arbitration a controversy
thereafter arising between them. Such submission or contract shall be valid, enforceable and irrevocable, save upon
such grounds as exist at law for the revocation of any contract. The first step toward the settlement of a difference by
arbitration is the entry by the parties into a valid agreement to arbitrate. An agreement to arbitrate is a contract – the
relation of the parties is contractual- and the rights and liabilities of the parties are controlled by the law of contracts. In
an agreement for arbitration, the ordinary elements of a valid contract must appear – including an agreement to
arbitrate some specific thing and an agreement to abide by the award either in express language or by implication. It
was decreed in B.F. Corporation v. CA that an arbitration agreement must be written and subscribed by the parties
thereto. None of the petitioners were parties or signatories to the milling contracts. This is fatal to their cause since they
anchor their right to demand arbitration upon the arbitration clause on the milling contracts.
There is no legal basis for petitioners’ purported right to demand arbitration when they are not parties to the milling
contracts, especially when the language of the arbitration clause expressly grants the right to demand arbitration only
to the parties of the contract.
Agan vs Philippine International Air Terminals
G.R. No. 155001 May 5, 2003

Facts:
In August 1989, the DOTC engaged the services of Aeroport de Paris (ADP) to conduct a comprehensive study of the
Ninoy Aquino International Airport (NAIA) and determine whether the present airport can cope with the traffic
development up to the year 2010.
On March 27, 1995, then DOTC Secretary Jose Garcia endorsed the proposal of Asia's Emerging Dragon Corp.
(unsolicited proposal dated Oct. 5, 1994) to the National Economic and Development Authority (NEDA). A revised
proposal, however, was forwarded by the DOTC to NEDA on December 13, 1995. On January 5, 1996, the NEDA
Investment Coordinating Council (NEDA ICC) — Technical Board favorably endorsed the project to the ICC — Cabinet
Committee which approved the same, subject to certain conditions, on January 19, 1996. On February 13, 1996, the
NEDA passed Board Resolution No. 2 which approved the NAIA IPT III Project.

On August 29, 1996, the Second Pre-Bid Conference was held where certain clarifications were made. Upon the
request of prospective bidder People's Air Cargo & Warehousing Co., Inc (Paircargo), the PBAC warranted that based on
Sec. 11.6, Rule 11 of the Implementing Rules and Regulations of the BOT Law, only the proposed Annual Guaranteed
Payment submitted by the challengers would be revealed to AEDC, and that the challengers' technical and financial
proposals would remain confidential. The PBAC also clarified that the list of revenue sources contained in Annex 4.2a of
the Bid Documents was merely indicative and that other revenue sources may be included by the proponent, subject to
approval by DOTC/MIAA. Furthermore, the PBAC clarified that only those fees and charges denominated as Public Utility
Fees would be subject to regulation, and those charges which would be actually deemed Public Utility Fees could still be
revised, depending on the outcome of PBAC's query on the matter with the Department of Justice.

On September 26, 1996, AEDC informed the PBAC in writing of its reservations as regards the Paircargo Consortium,
which include:
a. The lack of corporate approvals and financial capability of PAIRCARGO;
b. The lack of corporate approvals and financial capability of PAGS;
c. The prohibition imposed by RA 337, as amended (the General Banking Act) on the amount that Security Bank
could legally invest in the project;
d. The inclusion of Siemens as a contractor of the PAIRCARGO Joint Venture, for prequalification purposes; and
e. The appointment of Lufthansa as the facility operator, in view of the Philippine requirement in the operation of a
public utility.

The PBAC gave its reply on October 2, 1996, informing AEDC that it had considered the issues raised by the latter, and
that based on the documents submitted by Paircargo and the established prequalification criteria, the PBAC had found
that the challenger, Paircargo, had prequalified to undertake the project. The Secretary of the DOTC approved the
finding of the PBAC.

On October 16, 1996, the PBAC opened the third envelope submitted by AEDC and the Paircargo Consortium
containing their respective financial proposals. Both proponents offered to build the NAIA Passenger Terminal III for at
least $350 million at no cost to the government and to pay the government: 5% share in gross revenues for the first five
years of operation, 7.5% share in gross revenues for the next ten years of operation, and 10% share in gross revenues
for the last ten years of operation, in accordance with the Bid Documents.

As AEDC failed to match the proposal within the 30-day period, then DOTC Secretary Amado Lagdameo, on
December 11, 1996, issued a notice to Paircargo Consortium regarding AEDC's failure to match the proposal. AEDC
subsequently protested the alleged undue preference given to PIATCO and reiterated its objections as regards the
prequalification of PIATCO.

On July 12, 1997, the Government, through then DOTC Secretary Arturo T. Enrile, and PIATCO, through its President,
Henry T. Go, signed the "Concession Agreement for the Build-Operate-and-Transfer Arrangement of the Ninoy Aquino
International Airport Passenger Terminal III" (1997 Concession Agreement). The Government granted PIATCO the
franchise to operate and maintain the said terminal during the concession period and to collect the fees, rentals and
other charges in accordance with the rates or schedules stipulated in the 1997 Concession Agreement. The Agreement
provided that the concession period shall be for twenty-five (25) years commencing from the in-service date, and may
be renewed at the option of the Government for a period not exceeding twenty-five (25) years. At the end of the
concession period, PIATCO shall transfer the development facility to MIAA.
 During the pendency of the case before this Court, President Gloria Macapagal Arroyo, on November 29, 2002, in her
speech at the 2002 Golden Shell Export Awards at Malacañang Palace, stated that she will not "honor (PIATCO)
contracts which the Executive Branch's legal offices have concluded (as) null and void."

Issue:
Whether the petitioners and the petitioners-in-intervention have standing and Whether this Court has jurisdiction

Held:

Petitioners-in-intervention are service providers in the business of furnishing airport-related services to international
airlines and passengers in the NAIA and are therefore competitors of Piatco as far as that line of business is concerned.
On account of provisions in the Piatco contracts, petitioners-in-intervention have to enter into a written contract with
Piatco so as not to be shut out of NAIA Terminal III and barred from doing business there. Since there is no provision to
ensure or safeguard free and fair competition, they are literally at its mercy. They claim injury on account of their
deprivation of property (business) and of the liberty to contract, without due process of law.

By way of background, two monopolies were actually created by the Piatco contracts. The first and more obvious one
refers to the business of operating an international passenger terminal in Luzon, the business end of which involves
providing international airlines with parking space for their aircraft, and airline passengers with the use of departure
and arrival areas, check-in counters, information systems, conveyor systems, security equipment and paraphernalia,
immigrations and customs processing areas; and amenities such as comfort rooms, restaurants and shops.

In furtherance of the first monopoly, the Piatco Contracts stipulate that the NAIA Terminal III will be the only facility
to be operated as an international passenger terminal; that NAIA Terminals I and II will no longer be operated as such;
and that no one (including the government) will be allowed to compete with Piatco in the operation of an international
passenger terminal in the NAIA Complex. Given that, at this time, the government and Piatco are the only ones engaged
in the business of operating an international passenger terminal, I am not acutely concerned with this particular
monopolistic situation.

There was however another monopoly within the NAIA created by the subject contracts for Piatco — in the business
of providing international airlines with the following: groundhandling, in-flight catering, cargo handling, and aircraft
repair and maintenance services. These are lines of business activity in which are engaged many service providers
(including the petitioners-in-intervention), who will be adversely affected upon full implementation of the Piatco
Contracts, particularly Sections 3.01(d) and (e) of both the ARCA and the CA.

Should government pay at all for reasonable expenses incurred in the construction of the Terminal? Indeed it should,
otherwise it will be unjustly enriching itself at the expense of Piatco and, in particular, its funders, contractors and
investors — both local and foreign. After all, there is no question that the State needs and will make use of Terminal III,
it being part and parcel of the critical infrastructure and transportation-related programs of government.

The rule on hierarchy of courts will not also prevent this Court from assuming jurisdiction over the cases at bar. The
said rule may be relaxed when the redress desired cannot be obtained in the appropriate courts or where exceptional
and compelling circumstances justify availment of a remedy within and calling for the exercise of this Court's primary
jurisdiction. Thus, considering the nature of the controversy before the Court, procedural bars may be lowered to give
way for the speedy disposition of the instant cases.

In sum, this Court rules that in view of the absence of the requisite financial capacity of the Paircargo Consortium,
predecessor of respondent PIATCO, the award by the PBAC of the contract for the construction, operation and
maintenance of the NAIA IPT III is null and void.
There is one more procedural obstacle which must be overcome. The Court is aware that arbitration proceedings
pursuant to Section 10.02 of the ARCA have been filed at the instance of respondent PIATCO. Again, we hold that the
arbitration step taken by PIATCO will not oust this Court of its jurisdiction over the cases at bar.

In Del Monte Corporation-USA v. Court of Appeals,20 even after finding that the arbitration clause in the Distributorship
Agreement in question is valid and the dispute between the parties is arbitrable, this Court affirmed the trial court's
decision denying petitioner's Motion to Suspend Proceedings pursuant to the arbitration clause under the contract. In
so ruling, this Court held that as contracts produce legal effect between the parties, their assigns and heirs, only the
parties to the Distributorship Agreement are bound by its terms, including the arbitration clause stipulated therein. This
Court ruled that arbitration proceedings could be called for but only with respect to the parties to the contract in
question. Considering that there are parties to the case who are neither parties to the Distributorship Agreement nor
heirs or assigns of the parties thereto, this Court, citing its previous ruling in Salas, Jr. v. Laperal Realty Corporation,21
held that to tolerate the splitting of proceedings by allowing arbitration as to some of the parties on the one hand and
trial for the others on the other hand would, in effect, result in multiplicity of suits, duplicitous procedure and
unnecessary delay.22 Thus, we ruled that the interest of justice would best be served if the trial court hears and
adjudicates the case in a single and complete proceeding.

It is established that petitioners in the present cases who have presented legitimate interests in the resolution of the
controversy are not parties to the PIATCO Contracts. Accordingly, they cannot be bound by the arbitration clause
provided for in the ARCA and hence, cannot be compelled to submit to arbitration proceedings. A speedy and decisive
resolution of all the critical issues in the present controversy, including those raised by petitioners, cannot be made
before an arbitral tribunal. The object of arbitration is precisely to allow an expeditious determination of a dispute. This
objective would not be met if this Court were to allow the parties to settle the cases by arbitration as there are certain
issues involving non-parties to the PIATCO Contracts which the arbitral tribunal will not be equipped to resolve.