Elective
(Civ/Comm)
Case Digests
Atty. Prudence Kasala
2 UNITS
Realubit vs. Prosencio and Jaso
G.R. No. 178782 | September 21, 2011
PETIONER: PONENTE:
Josefina P. Realubit Justice Perez
RESPONDENTS:
Prosencio D. Jaso; and Eden G. Jaso
FACTS:
Josefina entered into a JVA with Francis Eric Amaury Biondo for the operation of an
ice manufacturing business. Josefina was the industrial partner, and Biondo was the
capitalist partner. They agreed that each of them would receive 40% of the net profit, and the
remaining 20% for payment of the ice making machine.
On a Deed of Assignment, Biondo transferred all of his rights and interests in the business
in favor of Eden Jaso (wife of Prosencio Jaso); due to Biondo’s departure of the country. The
Jaso spouses, through a letter to Josefina, formally demanded the accounting and inventory,
and remittance of their portion of its profits.
Josefina failed to heed to the demand thus, the Jaso spouses filed a complaint before the
RTC Parañaque against Josefina, her husband (Ike Realubit), and some alleged dummies.
JASO SPS. CONTENTION: There is fraudulent concealing of funds and assets in the
business through relatives, associates or dummies.
REALUBIT SPS. CONTENTION: They refused in view of dubious circumstances
regarding the acquisition of Biondo’s share in the business; the signature of Biondo in
the said Deed of Assignment is different from his signature in the JVA.
REGIONAL TRIAL COURT: Ruled in favor of Jaso spouses thereby, ordering the
Realubit spouses to submit the full accounting and inventory of assets and liabilities of
JVA from inception to present.
COURT OF APPEALS: Ruled in favor of Realubit spouses. Although Eden had validly
acquired Biondo’s share, absent showing of Josefina’s knowledge and consent to the
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said transfer, Eden cannot be considered as partner in the business (Art. 1813, Civil
Code). Thus, Eden cannot interfere with the management of the business. If Eden wants
to, she must first have the partnership dissolved.
ISSUE #1: Whether or not there was a valid assignment of rights to the JVA? YES. The
Deed of Assignment not only enjoys the presumption of regularity, but also the prima facie
evidence of facts. Realubit failed to discharge this onus. As regard the alleged forged
signature of Biondo, it was debunked by Biondo’s duly authenticated certification which
confirms the transfer of his interest in the business in favor of Eden.
ISSUE #2: Whether or not Jaso acquired the title of being a partner in the business?
NO. A joint venture agreement is likened to a particular partnership. The rule is settled that
joint ventures are governed by the law on partnerships which are, in turn, based on mutual
agency or delectus personae. Insofar as a partner’s conveyance of the entirety of his interest
in the partnership is concerned, Article 1813 of the Civil Code provides:
Art. 1813. A conveyance by a partner of his whole interest in the partnership does not
itself dissolve the partnership, or, as against the other partners in the absence of
agreement, entitle the assignee, during the continuance of the partnership, to interfere in
the management or administration of the partnership business or affairs, or to require
any information or account of partnership transactions, or to inspect the partnership
books; but it merely entitles the assignee to receive in accordance with his contracts the
profits to which the assigning partners would otherwise be entitled. However, in case of
fraud in the management of the partnership, the assignee may avail himself of the usual
remedies.
It is evident that "(t)he transfer by a partner of his partnership interest does not make the
assignee of such interest a partner of the firm, nor entitle the assignee to interfere in the
management of the partnership business or to receive anything except the assignee’s profits.
The assignment does not purport to transfer an interest in the partnership, but only a future
contingent right to a portion of the ultimate residue as the assignor may become entitled to
receive by virtue of his proportionate interest in the capital."
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Although Eden did not, moreover, become a partner as a consequence of the assignment
and/or acquire the right to require an accounting of the partnership business, the CA
correctly granted her prayer for dissolution of the joint venture conformably with the right
granted to the purchaser of a partner’s interest under Article 1831 of the Civil Code.
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Valdes, et al., vs. LCDC, et al.
G.R. No. 208140 | July 18, 2021
PETIONERS: RESPONDENTS:
Carlos Valdes La Colina Development Corporation / LCDC
Gabril Valdes Philippine Communication Satellite, Inc.
Fatima Dela Concepcion La Colina Resorts Corporation / LCRC
Asuncion Mercado Montemar Resorts and Development Corporation
Jose Mari Cacho
PONENTE: Honorio Poblador III
Justice Hernando Alfredo Africa
FACTS:
Carlos Valdes Sr. and his children (Gabriel, Carlos, Antonio, Fatima, Asuncion and Virginia)
are the stockholders of Bataan Resorts Corporation / BARECO. In 1974, Carlor Sr. invited
Francisco Cacho and his son (Jose Mari Cacho) to assess the property’s sustainability for
the Montemar Project, a beach project resort. Francisco favored thus, they proceeded to
carrying out the project, which includes the Montemar Beach Club and Montemar Villas.
Valdeses transferred and conveyed their shares of stocks in BARECO in favor of LCDC
(Cacho’s corporation) through a Deed of Sale for a consideration of ₱20M
Through a Deed of Partition, only the intended real properties of BARECO for the project
were transferred to LCDC, which was then transferred to LCRC. Thus, LCDC and Carlos Sr.
became 70% and 30% shareholders of LCRC, respectively.
LCDC, amended BARECO’s Articles of Incorporation, and dissolved BARECO. Thereafter,
MBCI was organized to develop the Montemar Project. Proprietary shares in MBCI were
sold to the general public. Meanwhile, LCDC obtained loans from the Development Bank of
the Philippines for the development of the Montemar Project.
Carlos Sr. filed a complaint for annulment or rescission of contract, or specific performance
and damages with prayers against LCDC before the RTC Bataan.
RTC: Case dismissed by virtue of Joint Motion to Dismiss by both parties pursuant to
a letter agreement. LCDC vowed to continue to undertake the marketing of the
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Montemar Villas lots to remit to the Valdeses their 40% share in the sale of the said lots
until full payment of the purchase price of BARECO shares amounting to ₱20M.
Since the loans obtained by LCDC from DBP remained unpaid, the mortgaged properties of
LCDC, LCRC, and MBCI were eventually foreclosed by DBP.
LCDC and LCRC initiated negtiations with Philcomsat. After presentation of MOI before the
board and stockholders’ meeting,
Thereafter, pursuant to the Memorandum of Intent dated August 18, 1992 and the
letter-conformity dated August 27, 1992, Philcomsat, together with LCDC, LCRC, and MBCI
executed a Memorandum of Agreement[33] dated September 3, 1992 essentially identical to
the Memorandum of Intent dated August 18, 1992 executed by and between LCDC, LCRC,
MBCI, and Philcomsat. Meanwhile, on August 31, 1992, LCRC and LCDC, through a
Consolidated Deed of Absolute Sale,[34] conveyed and sold to MRDC all their real and
personal properties situated in Bagac, Bataan.
On April 6, 1993, the Valdeses filed before the RTC a Complaint for Reconveyance,
Annulment and/or Rescission of Contract, Specific Performance and Damages with Prayer
for Temporary Restraining Order and Writ of Preliminary Injunction against LCDC, LCRC,
Philcomsat, MRDC, Jose Mari, including Poblador and Alfredo L. Africa (Africa), in their
capacities as officers for Philcomsat and MRDC (herein collectively referred to as
respondents).[
RTC: RULED IN FAVOR OF PLAINTIFFS
-
-the Memorandum of Agreement dated September 3, 1992 and the Consolidated Deed of
Absolute Sale dated August 31, 1992 null and void.
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CA: reversed and set aside the aforesaid RTC ruling
Petitioners cannot avail of the remedy of rescission under the Civil Code.
Rescission is a remedy granted by law to the contracting parties, and even to third persons,
to secure the reparation of damages caused to them by a contract, even if it should be valid"
by reason of external causes resulting in a pecuniary prejudice to one of the contracting
parties or their creditors, the result of which, is the "restoration of things to their condition at
the moment prior to celebration of said contract."[80] "The kinds of rescissible contracts are
the following: first, those rescissible because of lesion or prejudice;[81] second, those
rescissible on account of fraud or bad faith;[82] and third, those which, by special provisions
of law,[83] are susceptible to rescission."[84]
None of the above circumstances are present in this case. As discussed above, the records
of the case are replete with evidence that the Valdeses, through Gabriel, gave their express
conformity to the new concept of the Montemar Project and the entrance of Philcomsat as
new investor for the said project. Having expressed their consent to the changes brought
about by these new contracts, and having been made aware of the effects thereof, the
Valdeses cannot now feign ignorance and assert that they were prejudiced in their rights and
interests.
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Mangila vs. CA and Guina
G.R. No. 125027 | August 12, 2002
PETIONERS: PONENTE:
Anita Mangila Justice Carpio
RESPONDENTS:
Court of Appeals; and Loreta Guina
FACTS:
Mangila is an exporter of sea foods and doing business under the name and style of
Seafoods Products. On the other hand, Guina is the president and general manager of Air
Swift International, a single registered proprietorship engaged in the freight forwarding
business. Sometime in January 1988, Mangila contracted the services of Guina for shipment
of her products to Guam, where Mangila maintains an outlet. Mangila agreed to pay Guina
cash on delivery. Guina’s invoice stipulates a charge of 18% interest per annum on all
overdue accounts. In case of suit, the same invoice stipulates attorney’s fees equivalent to
25% of the amount due plus costs of suit.
On the first shipment, Mangila requested for 7days within which to pay Guina. However, for
the next three shipments, (March 17, 24 and 31 of 1988) Mangila failed to pay private
respondent shipping charges amounting to ₱109,376.95. Despite several demands, Mangila
never paid private Guina. Thus, Guina filed before the RTC Pasay for collection of sum of
money which it then granted. However, summons was not served on Mangila as she
transferred her residence to Guagua, Pampanga.
The sheriff further found out further that Mangila had left the Philippines for Guam.
Construing her departure from the Philippines as done with intent to defraud her creditors,
Guina filed a Motion for Preliminary Attachment before the trial court, which was granted
in an Order of Preliminary Attachment against Mangila, but she filed an Urgent Motion to
Discharge Attachment. She pointed out that she had not been served a copy of the
Complaint and the summons. Hence, the court had not acquired jurisdiction over her person.
TRIAL COURT: Granted the Motion to Discharge Attachment. However, did not rule on
the question of jurisdiction and on the validity of the writ of preliminary attachment.
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Subsequently, Guina applied for an alias summons, which the trial court issued. It was
only few days after said issuance that summons was finally served on Mangila.
COURT OF APPEALS: Affirmed the decision of the trial court. The CA upheld the
validity of the issuance of the writ of attachment and sustained the filing of the action in
the RTC Pasay. The CA also affirmed the declaration of default on petitioner and
concluded that the trial court did not commit any reversible error.
ISSUE #1: Whether respondent court erred in not holding that the writ of attachment
was improperly issued and served? NO. Jurisdiction over the person of the defendant
should be acquired in cases where a party resorts to provisional remedies. A party to a suit
may, at any time after filing the complaint, avail of the provisional remedies under the ROC.
Specifically, Rule 57 on preliminary attachment speaks of the grant of the remedy
"at the commencement of the action or at any time thereafter." If it were true that private
respondent could not ascertain the whereabouts of petitioner after a diligent inquiry, still she
had some other recourse under the Rules of Civil Procedure. Respondent could have
immediately asked the court for service of summons by publication on petitioner.
The trial court cannot enforce such a coercive process on petitioner without first obtaining
jurisdiction over her person. The preliminary writ of attachment must be served after or
simultaneous with the service of summons on the defendant whether by personal service,
substituted service or by publication as warranted by the circumstances of the case. The
subsequent service of summons does not confer a retroactive acquisition of jurisdiction over
her person because the law does not allow for retroactivity of a belated service.
ISSUE #2: Whether there was improper venue? YES. Under the 1997 Rules of Civil
Procedure, the general rule is venue in personal actions is "where the defendant or any of
the defendants resides or may be found, or where the plaintiff or any of the plaintiffs resides,
at the election of the plaintiff." The exception to this rule is when the parties agree on an
exclusive venue other than the places mentioned in the rules. But, as we have discussed,
this exception is not applicable in this case. It was established in the lower court that
petitioner resides in San Fernando, Pampanga while private respondent resides in
Parañaque City. However, this case was brought in Pasay City, where the business of
private respondent is found.
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A sole proprietorship does not possess a juridical personality separate and distinct from the
personality of the owner of the enterprise. Thus, not being vested with legal personality to file
this case, the sole proprietorship is not the plaintiff in this case but rather Loreta Guina in her
personal capacity. private respondent should have filed this case either in San Fernando,
Pampanga (petitioner’s residence) or Parañaque (private respondent’s residence). Since
private respondent (complainant below) filed this case in Pasay, we hold that the case
should be dismissed on the ground of improper venue.
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Maricalum Mining vs. Florentino
G.R. No. 221813 | July 23, 2018
PETIONERS: PONENTE:
-- Justice --
RESPONDENTS:
--
FACTS:
Auq na
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BCDA vs. CIR
G.R. No. 205466 | January 11, 2021
PETIONER: PONENTE:
Bases Conversion and Development Justice Hernando
Authority (BCDA)
RESPONDENT:
Commissioner of Internal Revenue
FACTS:
BCDA filed (via registered mail) a Petition for Review with Request for Exemption from
Payment of Filing Fees with the CTA involving its claim for refund against the CIR. The
deadline for filing the Petition for Review fell on February 16, 2011.
Subsequently, Atty. Apolinario (CTA's Executive Clerk of Court IV), informed the BCDA that
she was returning the said Petition for Review as it was not deemed filed without the
payment of the correct legal fees. And that similarly, the SC has issued a certification on
January 20, 2011, addressed to Atty. Cinco-Bactat (Executive Clerk of Court III) stating that
the BCDA is not exempt from the payment of legal fees. Thus, the BCDA paid the docket
fees under protest.
The CIR filed a Motion to Dismiss the BCDA's Petition for Review on the ground of
prescription and/or lack of jurisdiction since the deadline to file the Petition for Review was
on February 16, 2011 but, the docket fees were paid only on April 7, 2011. The Petition for
Review was not filed on time thus, the CTA Second Division did not acquire jurisdiction over
the case.
CTA Second Division: Dismissed the BCDA's Petition for Review. Since the docket
fees were not paid on time, the CTA Second Division did not acquire jurisdiction.
CTA En Banc: Affirmedthe CTA Second Division’s decision that the court acquired no
jurisdiction due to the belated payment of docket fees.
ISSUE: Whether the BCDA is exempt from payment of docket fees before the CTA, for
being a government instrumentality pursuant to Sec. 22, Rule 141 of the ROC? YES.
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HELD: The BCDA is a government instrumentality and therefore exempt from
payment of docket fees. The resolution of this case hinges on whether the BCDA is a
government instrumentality and consequently exempt from payment of docket fees under
Section 22, Rule 131 of the Rules of Court, as amended:
Section. 22. Government exempt. The Republic of the Philippines, its agencies and
instrumentalities are exempt from paying the legal fees provided in the rule. Local
governments and government-owned or controlled corporations with or without
independent charters are not exempt from paying such fees.
Sec. 2(10), Rule 141. Instrumentality refers to any agency of the National Government, not
integrated within the department framework, vested with special functions or jurisdiction by
law, endowed with some if not all corporate powers, administering special funds, and
enjoying operational autonomy, usually through a charter. x x x
Sec. 2(13) , Rule 141. Government-owned or controlled corporation refers to any
agency organized as a stock or non-stock corporation, vested with functions relating to
public needs whether governmental or proprietary in nature, and owned by the Government
directly or through its instrumentalities either wholly, or, where applicable as in the case of
stock corporations, to the extent of at least fifty-one (51) percent of its capital stock: x x x.
The grant of these corporate powers is likewise stated in Section 3 of R.A. No. 7227, also
known as The Bases Conversion and Development Act of 1992 which provides for
BCDA's manner of creation. From the foregoing, it is clear that a government instrumentality
may be endowed with corporate powers and at the same time retain its classification as a
government "instrumentality" for all other purposes.
In order to qualify as a GOCC, one must be organized either as a stock or non-stock
corporation. Section 3 of the Corporation Code defines a stock corporation as one whose
"capital stock is divided into shares and x x x authorized to distribute to the holders of such
shares dividends x x x." It is clear that BCDA has an authorized capital of ₱100B, however, it
is not divided into shares of stock. BCDA has no voting shares. There is likewise no
provision which authorizes the distribution of dividends and allotments of surplus and profits
to BCDA's stockholders. Hence, BCDA is not a stock corporation.
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BCDA also does not quality as a non-stock corporation because it is not organized for
any of the purposes mentioned under Section 88 of the Corporation Code, to wit: for
charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social,
civic service, or similar purposes, like trade industry, agricultural and like chambers, or any
combination thereof, subject to the special provisions of this Title governing particular
classes of non-stock corporations.
Instead, a cursory reading of Section 4 of R.A. 7227 shows that BCDA is organized for a
specific purpose — to own, hold and/or administer the military reservations in the country
and implement its conversion to other productive uses.
As extensively discussed above, the BCDA is a government instrumentality because it falls
under the definition of an instrumentality under the Administrative Code of 1987, i.e., "any
agency of the National Government, not integrated within the department framework, vested
with special functions or jurisdiction by law, endowed with some if not all corporate powers,
administering special funds, and enjoying operational autonomy, usually through a charter."
It is vested with corporate powers under Section 3 of R.A. 7227. Despite having such powers,
however, the BCDA is considered neither a stock corporation because its capital is not
divided into shares of stocks, nor a non-stock corporation because it is not organized for any
of the purposes mentioned under Section 88 of the Corporation Code. Instead, the BCDA is
a government instrumentality organized for the specific purpose of owning, holding and/or
administering the military reservations in the country and implementing their conversion to
other productive uses. Being a government instrumentality, the BCDA is exempt from
payment of legal fees including docket fees pursuant to Section 22, Rule 141 of the Rules of
Court, as amended.
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