Argued that excavation and soil protection works were

argued that excavation and soil protection works were not part of its responsibilities. The Court
cannot sanction KKCA's stance. What is material is that KKCA agreed to the stipulations contained
in Addendum #01, which, among others, placed excavation and soil protection works within its
scope of undertakings. Neither does it matter that the stipulations in Addendum #01 and
Addendum #02 were not included in the discussion on the contents of the main Construction
Contract as long as the concerned party was not deprived of ample time to study them. In any event,
it was established that KKCA's consent to the provisions of Addendum #01 and Addendum #02 was
not vitiated.
Paragraph 21 of Addendum #01 included all excavation works within the scope of works of the
general contractor, while paragraph 33 of Addendum #01 stipulates that the general contractor shall

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be responsible for soil protection works, i.e., provide, erect and maintain all necessary bracing,
shoring, planking, etc., as required to protect the adjoining property against settlement and damages,
and to make sure that the methodology to be used will protect the adjacent properties against erosion
and settlement.
Article 1370 of the Civil Code in part states that "if the terms of a contract are clear and leave no
doubt upon the intention of the contracting parties, the literal meaning of its stipulations shall
control."
3) There was no agreement that Colorite has to share in the restoration of the Hontiveros
property.
On the part of Colorite, its failure to advance part of its share in the restoration cost was due to a
breakdown in the negotiation process which occurred when KKCA was insisting on a 70-30 sharing.
Although We maintain that Colorite was still at fault when it failed to give what was promised when
KKCA was already demanding the same, it cannot be said that such refusal was tainted by bad faith.
Instead, it was more a case of a breakdown in the negotiation process, or a deadlock which the
parties were not able to overcome due to their adherence to their respective positions.
Absent any showing that the minds of the parties did meet on an essential term of the purported
contract, i.e., whether Colorite should contribute Php 700,000.00 or 70% of the total cost, it appears
that no subsequent and definitive agreement or contract was perfected between the parties on this
regard. The perfection of a contract entails that the parties should agree on every point of a
proposition - otherwise, there is no contract at all. As found by the CIAC, aside from the bare
assertions of Chua, no other evidence was offered to sufficiently prove that an agreement to share
in the restoration cost of the Hontiveros property was perfected between the parties.
4) KKCA is under obligation to secure the quitclaim of the Hontiveros family and the lifting
of the Hold Order issued by the City Government of Makati
By express provision of Article 1315 of the Civil Code, the parties are bound not only to the
fulfilment of what has been expressly stipulated but also to all the consequences which, according