LIKE moviegoers who walk into the theater long after the screening has started, we will not understand the melodrama that is the conflict between the Bases Conversion and Development Authority (BCDA) and SM Prime Holdings Inc., the developer of the SM Aura Premier mall in Taguig City, unless we step back in time and understand how it began.

Efforts to clear things were not helped at all by the rants of BCDA President and Chief Executive Officer (CEO) Arnel Paciano D. Casanova Esq. (in less boastful lingo, the function of “Esq.” following the name is sufficiently served for most Filipino lawyers by “Atty.” at the beginning) on prime-time TV last week. It only made SM Prime Holdings’s Vice President for Legal Edgar Ryan San Juan’s task of grinding Casanova’s posturing into mincemeat much easier.

There is no denying SM Prime Holdings got its rights to put up SM Aura from the city of Taguig. This fact is sufficiently established by appropriate resolutions from the city council and relevant lease contracts between Taguig and the corporation.

The crux of the matter, therefore, is whether SM Aura is consistent with the conditions under which Taguig comes into possession and control of the area where the mall is located. The documents speak for themselves.

There is a document titled “Memorandum of Agreement for the Conveyance of A 33.15-Hectare Area in Fort Bonifacio, Taguig, as Local Government Centers, Sports Facilities and Parks” between the BCDA (with its then-President and CEO Rufo Colayco as authorized signatory) and the then-municipality of Taguig (represented by then-Mayor Sigfrido R. Tinga). This was executed and duly notarized as early as February 11, 2004.

This document is neither the Deed of Conveyance nor, as Casanova seems to have understood, the Deed of Donation, but rather a memorandum or aide memoire of what the parties had agreed to do in the future. The actual conveyance is to be effected under a more definitive document to be executed later, usually after certain conditions are met by both parties, after certain representations of either party are verified by the other and after certain events anticipated by all have occurred.

On the part of the BCDA, the basic commitment was to perfect its title to the lots that were intended to be transferred, thereby establishing for the record its legal capacity to enter into the contemplated transaction.

Taguig, for its part, as befits the receiving beneficiary of the transaction, was to shoulder the full cost of transferring the title of the property to itself, as well as the planning, development, disposition or other utilization of the land.

Two provisions stood out significantly. The first is that upon completion of the transfer of the titles, Taguig would cease to “pursue its claim [to] the 25-hectare property formerly known as the Bonifacio IT Park…and other claims [to] BCDA property in Fort Bonifacio….” The second is that “Taguig [apparently in the meantime while the process of transferring is being perfected] shall accept and assume jurisdiction over and manage the use of the subject properties.”

This waiver by Taguig of its claims shows that some consideration was given by the city for the benefits and prerogatives it received in exchange. This debunks Casanova’s characterization of the intended transaction as a donation.

The actual (as distinguished from “intended” or “agreed to be done” by the parties) agreement was executed in early 2008. The document was properly named “Deed of Conveyance.” Like any contract drafted by lawyers who want to make their jobs easier should the transaction become the subject of litigation or controversy later on, it has the Whereas-es (I deliberately put a hyphen to prevent my computer from misspelling the last four letters into “-asses”) to put forth the antecedent events that led to the agreement.

The operative words in the deed are “BCDA transfers and conveys to Taguig the following properties with a total area of….” The present tense of the verbs removes the meeting of the minds from the realm of intent and puts it in the world of facts.

These magic words, functioning like the “I do” in marriage vows, seal the deal. And since the deal is no longer in the future but in the present, each parcel of land needs to be specified by title number and described by metes and bounds.

To make the transfer for consideration indubitably clear (pardon the redundancy), the general agreements in Section 2 reiterate both the waiver by Taguig of its claims to other properties of the BCDA and the agency’s covenant to “no longer pursue and hereby withdraws, drops [and] relinquishes any and all its claims over the properties described under Section 1 of the abovementioned memorandum of agreement.”

And to prevent further interference by the BCDA on the use of the conveyed property, a specific stipulation, forward-looking this time, binds the agency to “not place any restriction on the land use or zoning of the properties specified under Section 1 of the abovementioned memorandum of agreement.”

No clearer expression of the intent of the parties, thereby giving Taguig the right to use the property on which SM Aura stands, can be thought. And without volunteering any unsolicited advice to anyone who ought to know better, a deliberate departure from the terms of the deed of conveyance by the BCDA would expose its erring officials to the scrutiny of the Ombudsman.