Jacques A. Dupasquier v. Ascendas (Philippines) Corporation

Summary

This case involves a dispute over a Memorandum of Understanding for corporate acquisition between The Net Group (various real estate corporations and individuals) and Ascendas (Philippines) Corporation. When the parties failed to execute definitive agreements by the March 31, 2007 deadline, The Net Group declared the MOU lapsed while Ascendas claimed it remained valid and sought arbitration. The Supreme Court ruled that the arbitration clause terminated with the MOU since the parties expressly provided that only the confidentiality clause would survive contract termination. The Court distinguished the separability doctrine, noting it applies absent specific stipulation on the arbitration clause's duration. The Court also ruled that The Net Group's petition for declaratory relief was proper as it sought contract interpretation rather than breach remedies, and that The Net Group was entitled to the US$1,000,000 Due Diligence Letter of Credit as remuneration for allowing due diligence access rather than as liquidated damages. The decision reinstated the trial court's summary judgment favoring The Net Group.