SECOND DIVISION
|
UNION BANK OF THE Petitioner,
- versus - SPS. ALFREDO ONG
AND SUSANA ONG and JACKSON
LEE, Respondents. |
|
G.R. No. 152347 Present: PUNO, J., Chairperson, SANDOVAL-GUTIERREZ, AZCUNA, and GARCIA, JJ. Promulgated: June 21, 2006 |
x----------------------------------------------------------------------------------x
D E C I S I O N
GARCIA, J.:
By this petition for review under Rule 45 of
the Rules of Court, petitioner Union Bank of the Philippines (Union Bank) seeks to set aside the decision[1] dated December 5,
2001 of the Court of Appeals (CA) in CA-G.R. No. 66030 reversing an
earlier decision of the Regional Trial Court (RTC) of Pasig City in
Civil Case No. 61601, a suit thereat commenced by the petitioner against the herein respondents for
annulment or rescission of sale in fraud of creditors.
The facts:
Herein respondents, the spouses Alfredo Ong and Susana Ong, own the majority capital stock of Baliwag
Mahogany Corporation (BMC). On P40,000,000.00-credit line facility made available to BMC. The agreement expressly stipulated a solidary liability
undertaking.
On October 22, 1991, or about a year
after the execution of the surety agreement, the spouses Ong, for P12,500,000.00, sold their 974-square meter lot located in
Greenhills, San Juan, Metro Manila, together with the house and other
improvements standing thereon, to their co-respondent, Jackson Lee (Lee, for short). The following
day, Lee registered the sale and was then issued Transfer Certificate of Title (TCT) No. 4746-R. At about this
time, BMC had already availed itself of the credit facilities, and had in fact
executed a total of twenty-two (22) promissory notes in favor of Union Bank.
On
In its complaint, docketed as Civil Case No. 61601
and eventually raffled to Branch 157 of the court, Union Bank assailed the validity
of the sale, alleging that the spouses Ong and Lee entered into the transaction in question for the lone purpose of fraudulently removing the
property from the reach of Union Bank and other creditors. The fraudulent
design,
according
to Union Bank, is evidenced by the following circumstances: (1) insufficiency of consideration, the purchase price of P12,500,000.00 being below the fair
market value of the subject property at that time; (2) lack of financial
capacity on the part of Lee to buy the property at that time since his gross income
for the year 1990, per the credit investigation conducted by the bank, amounted to only P346,571.73; and (3) Lee did not assert absolute ownership over the
property
as he allowed the spouses Ong to retain possession thereof under a purported
Contract of Lease dated October 29, 1991.
Answering, herein respondents, as defendants a quo, maintained, in the main, that both contracts
of sale and lease over the Greenhills property were founded on good and valid
consideration and executed in good faith. They also scored Union Bank for
forum shopping, alleging that the latter is one of the participating creditors in BMC’s petition
for rehabilitation.
Issues having been joined, trial
followed. On September 27, 1999, the trial court, applying Article 1381 of the Civil
Code and noting that the evidence on
record “present[s] a holistic combination of circumstances distinctly
characterized by badges of fraud,” rendered judgment for Union Bank, the Deed of Sale
executed on October 22, 1991 by the spouses Ong in favor of Lee being declared
null and void.
Foremost of the circumstances adverted to
relates to the execution of the sale against the backdrop of the spouses Ong, as
owners of 70% of BMC's stocks, knowing of the company’s insolvency. This knowledge was
the reason why, according to the court, the spouses Ong disposed of the
subject property leaving the bank without
recourse to recover BMC's indebtedness. The trial court also made reference to the circumstances
which Union
Bank mentioned
in its complaint as indicia of conveyance in fraud of creditors.
Therefrom, herein respondents interposed an
appeal to the CA which docketed their recourse as CA-G.R.
No. 66030.
In its Decision dated
In order that rescission of a contract made in fraud of
creditors may be decreed, it is necessary that the complaining creditors must
prove that they cannot recover in any other manner what is due them. xxx.
There is no gainsaying that the basis of liability of the
appellant spouses in their personal capacity to Union Bank is the Continuing
Surety Agreement they have signed … on
Petitioner moved for a reconsideration
of the above decision but its motion was denied by the appellate
court in its resolution of
Hence, petitioner’s present recourse on its submission that the appellate court erred:
I. xxx WHEN IT CONSIDERED THAT THE SALE TRANSACTION BETWEEN [ RESPONDENTS SPOUSES ONG AND LEE] ENJOYS THE PRESUMPTION OF REGULARITY AND
LEGALITY AS THERE EXISTS ALSO A PRESUMPTION THAT THE SAID SALE WAS ENTERED IN
FRAUD OF CREDITORS. PETITIONER THEREFORE NEED NOT PROVE THAT RESPONDENTS
SPOUSES ONG DID NOT LEAVE SUFFICIENT ASSETS TO PAY THEIR CREDITORS. BUT EVEN
THEN, PETITIONER HAS PROVEN THAT THE SPOUSES HAVE NO OTHER ASSETS.
II. IN
CONCLUDING, ASSUMING EX-GRATIA
ARGUMENTI THAT THE
III. xxx IN FINDING THAT IT WAS [RESPONDENT] LEE WHO HAS SUFFICIENTLY PROVEN THAT THERE
WAS A VALID AND SUFFICIENT CONSIDERATION FOR THE SALE.
IV. xxx IN NOT
FINDING THAT JACKSON LEE WAS IN BAD FAITH WHEN HE PURCHASED THE PROPERTY.[4]
Petitioner maintains, citing China Banking
Corporation vs. Court of Appeals,[5] that the sale in question, having been
entered in fraud of creditor, is rescissible.
In
the
same breath, however, petitioner would fault the CA for failing to consider that the sale between the Ongs
and Lee is presumed fraudulent under Section 70 of Act No. 1956, as amended, or the Insolvency
Law. Elaborating on
this point, petitioner states that the subject sale occurred thirty (30) days prior to the
filing by BMC of a petition for suspension of payment before the SEC, thus rendering the sale not merely
rescissible but absolutely void.
We resolve to deny the petition.
In effect, the determinative issue tendered in this
case resolves itself into the question of
whether or not the Ong-Lee contract of sale partakes of a
conveyance to defraud Union Bank. Obviously, this necessitates an inquiry
into the facts and this Court eschews factual examination
in a petition
for review under
Rule 45 of the Rules of Court, save when, as in the
instant case, a clash between the factual findings of the trial court and that of the appellate
court
exists,[6] among other
exceptions.
As between the contrasting positions of the trial court and the CA, that of the latter commends itself for adoption, being more in accord with the evidence on hand and
the laws applicable thereto.
Essentially, petitioner anchors its case on
Article 1381 of the Civil Code which lists as among the rescissible contracts
“[T]hose undertaken in fraud of creditors when the latter
cannot in any other manner
collect the claim due them."
Contracts in fraud of creditors are
those executed with the intention to prejudice the rights of creditors. They should not
be confused with those entered into without such mal-intent, even if, as a direct consequence thereof, the
creditor may suffer some damage. In determining whether or not a certain
conveying contract is fraudulent, what comes to mind first is the question
of whether
the conveyance was a bona fide transaction or a trick and contrivance to
defeat creditors.[7] To creditors seeking contract rescission on the ground of
fraudulent conveyance rest the onus of proving by competent evidence the existence
of such fraudulent intent on the part of the debtor, albeit they may
fall back on the disputable presumptions, if proper, established under Article
1387 of the Code.[8]
In the present case, respondent spouses Ong, as the CA had determined, had sufficiently
established the validity and legitimacy of the sale in question. The conveying deed, a duly notarized document, carries with it the presumption of validity and
regularity. Too, the sale was duly recorded and annotated on the title of the
property owners, the spouses Ong. As the transferee of said property, respondent Lee caused the
transfer of title to his name.
There can be no
quibbling about the transaction being supported by a valid and sufficient consideration. Respondent Lee’s account, while on the witness
box, about this angle of the sale was categorical
and straightforward. An excerpt of his testimony:
Atty. De Jesus :
Before
you prepared the consideration of this formal offer, as standard operating
procedure of buy and sell, what documents were prepared?
xxx xxx xxx
Jackson Lee:
A.
There
is a downpayment.
Q.
And
how much was the downpayment?
A.
P2,500,000.00.
Q.
Was that downpayment covered by a receipt
signed by the seller?
A.
Yes,
Sir, P500,000.00 and P2,000,000.00
xxx xxx xxx
Q.
Are
you referring to the receipt dated
A.
Yes,
Sir, this is the same receipt.
xxx xxx xxx
Q. Considering that the consideration of
this document is for P12,000,000.00 and you made mention only of P2,500,000.00, covered by the receipts, do you have evidence to
show that, finally, Susana Ong received the balance
of P10,000,000.00?
A.
Yes,
Sir.
Q.
Showing
to you a receipt denominated as Acknowledgement Receipt, dated P10,000,000.00?
A. Yes,
sir.[9]
The foregoing testimony readily proves that money
indeed changed hands in connection with the sale of the subject property. Respondent Lee, as purchaser,
paid the
stipulated
contract
price
to the spouses Ong, as vendors. Receipts presented in evidence covered and proved such
payment.
Accordingly,
any suggestion negating payment and receipt of valuable
consideration for the subject conveyance, or worse, that the sale was fictitious must simply be
rejected.
In a bid to attach a badge of fraud on the
transaction, petitioner raises the issue
of inadequate consideration, alleging in this regard that only P12,500,000.00 was paid for
property having, during the period material, a
fair market value of P14,500,000.00.
We do not agree.
The existence of fraud or the intent to defraud
creditors cannot plausibly be presumed from the fact that the price paid for a piece
of real estate is perceived to be slightly lower, if that really be the case, than its market value. To be sure, it is logical, even expected, for contracting minds, each having an
interest to protect, to negotiate on the price and other conditions before
closing
a sale of a valuable piece of land. The negotiating areas could cover
various items. The purchase price, while undeniably
an important consideration, is doubtless only one of them. Thus, a scenario where the price actually stipulated may, as a matter of fact, be lower than the
original asking price of the vendor or the fair market value of the property, as what perhaps happened in the
instant case, is not out of the ordinary, let alone indicative of fraudulent
intention. That the spouses Ong acquiesced to the price of P12,500,000.00, which may be lower than the
market value of the house and lot at the time of alienation, is certainly not an unusual business
phenomenon.
Lest it be overlooked, the disparity
between the price appearing in the conveying deed and what the petitioner
regarded as the real value of the property is not as gross to support a
conclusion of fraud. What is more, one Oliver Morales, a licensed real estate appraiser and
broker, virtually
made short shrift of petitioner’s claim of gross inadequacy of the purchase
price. Mr. Morales declared that there exists no gross disparity between the
market value of the subject property and the price mentioned in the deed as consideration. He explained
why:
ATTY. EUFEMIO:
Q. I am showing to you the said two (2)
exhibits Mr. Morales and I would like you to go over the terms and conditions
stated therein and as an expert in real estate appraiser (sic) and also as a real estate broker, can you
give this Honorable Court your considered opinion whether the consideration
stated therein P12,500,000.00 in the light of all terms and
conditions of the said Deed of Absolute
Sale and Offer to Purchase could be deemed fair and reasonable?
xxx xxx xxx
MR. MORALES:
A.
My
opinion generally a Deed of Absolute Sale indicated prescribed not only the
amount of the consideration. There are also other expenses involved in the
sales. I do not see here other payment of who takes care of capital gains
stocks (sic) in this Deed of Sale neither who
shouldered the documentary stamps or even transfer tax. That
is my comment regarding this.
Q.
Precisely
Mr. Witness we have also shown to you the Offer to Purchase which has been
marked as Exhibit “9” as to the terms which we are asking?
xxx xxx xxx
A.
Well,
it says here in item C of the conditions the Capital Gains Stocks (sic), documentary stamps, transfer tax
registration and broker’s fee for the buyer’s account. I do not know how much
is this worth. If at all in condition (sic) to the 12.5
million which is the selling price, may I, therefore aside (sic) how much is the total cost pertaining to
this. The capital gains tax on (sic), documentary stamps, transfer tax are all computed on the basis of
the consideration which is P12.5 M, the capital gain stocks (sic) is 5%, 5% of 12.5 M.
xxx xxx xxx
Yes sir if the 5% capital gains tax and
documentary stamps respectively shall be added to the 12.5 Million before the
inclusion of the transfer tax, the
amount will be already in the vicinity of P13,250.000.
Q.
With
such consideration Mr. Witness and in the light of the terms and conditions in
the said Offer to Purchase and Deed of Absolute Sale could you give your
opinion as to whether the consideration is fair and reasonable.
xxx xxx xxx
A. With our proposal of P14.5 M as compared now to P13,250,000.00 may
I give my opinion that generally there will be two appraisers. In fairness to the situation, they should not
vary by as much as 7% down so we are playing at a variance actually of about
15%. In my experience in this profession for the last 27 years as I have said
in fairness if there is another appraisal done by another person, that kind of
difference is very marginal should at least indicate the fairness of the
property and so therefore the only way to find out is to determine the
difference between the P14.5 M and the P13,250,000.00. My computation indicates that it is close to 10%
something like that difference. What is the question again?
Q.
Whether
it is fair and reasonable under the circumstances.
A.
I have
answered already the question and I said maximum of 15%.
Q.
So
based on your computation this is about 10% which is fair and reasonable.
A That
is right sir.[10]
Withal, the consideration of the sale is
fair and reasonable as would justify the conclusion that the sale is
undoubtedly a true and genuine conveyance to which the parties thereto are
irrevocably and undeniably bound.
It may be stressed that, when the validity
of sales
contract
is in issue, two veritable presumptions are relevant: first, that there was
sufficient consideration of the contract[11]; and, second, that it was the
result of a fair and regular private transaction.[12] If shown to hold,
these presumptions infer prima facie the transaction's validity, except that
it must yield to the evidence adduced[13] which the party disputing such presumptive validity has the
burden of
overcoming. Unfortunately for the petitioner, it failed to discharge this burden. Its bare allegation respecting the sale having been executed in fraud
of creditors and without adequate consideration cannot, without more, prevail over the
respondents' evidence which more than sufficiently supports a conclusion as to the legitimacy of the
transaction and the bona fides of the parties.
Parenthetically, the rescissory action to
set aside contracts in fraud of creditors is accion pauliana, essentially a
subsidiary remedy accorded under Article 1383 of the Civil Code which the party
suffering damage can avail of only when he has no other legal means to obtain
reparation for the same.[14] In net effect, the
provision applies only when the creditor cannot recover in any other manner what
is due him.
It is true that respondent spouses, as surety for
BMC, bound themselves to answer for the latter’s debt. Nonetheless, for purposes of recovering what the
eventually insolvent BMC owed the bank, it behooved the petitioner to show that it had exhausted
all the properties of the spouses Ong. It does not appear in this case that the petitioner sought other
properties of the spouses other than the subject Greenhills property. The CA
categorically said so. Absent proof, therefore, that the spouses Ong had no other
property except their Greenhills home, the sale thereof to respondent Lee
cannot simplistically be considered as one in fraud of creditors.
Neither was evidence adduced to show that the
sale in
question peremptorily deprived the petitioner of means to collect its claim against the Ongs. Where a creditor fails to show that he has no other legal recourse to obtain
satisfaction for his claim, then he is not entitled to the rescission asked.[15]
For a contract to be rescinded for being
in fraud of creditors, both contracting parties must be shown to have acted
maliciously so as to prejudice the creditors who were prevented from collecting
their claims.[16] Again, in this
case, there is no evidence tending to prove that the spouses Ong and Lee were
conniving cheats. In fact, the
petitioner did not even attempt to prove the existence of personal closeness or
business and professional interdependence between the spouses Ong and Lee as to
cast doubt
on their true intent in executing the contract of sale. With the view we take of the evidence on
record, their relationship vis-ŕ-vis the subject Greenhills property was no
more than one between vendor and vendee dealing with each other for the first
time. Any insinuation that the two
colluded to gyp petitioner bank is to read in a relationship something which,
from all indications, appears to be purely business.
It cannot be overemphasized that rescission is generally unavailing should a
third person, acting in good faith, is
in lawful possession of the property,[17] that is to say,
he is protected by law against a suit for rescission by the registration of the
transfer to him in the registry.
As recited
earlier, Lee was - and may still be - in lawful possession of the subject
property as the transfer to him was by virtue of a presumptively valid onerous contract of sale. His possession is
evidenced by no less than a certificate of title issued him by the Registry of Deeds
of San Juan, Metro Manila, after the usual registration of the corresponding conveying
deed of sale. On the other hand, the bona fides of his acquisition can be deduced
from his conduct and outward acts previous to the sale. As testified to by
him and duly noted by
the CA, respondent
Lee undertook what amounts to due diligence on the possible defects in the
title of the Ongs before proceeding with the sale. As it were, Lee decided to buy the
property only after being satisfied of the absence of such defects.[18]
Time and again, the Court has held that one dealing with a registered parcel of land need not go beyond the
certificate of title as he is charged with notice only of burdens which are noted on the face of the
register or on the certificate of title.[19] The Continuing Surety Agreement, it ought to be particularly pointed out, was never recorded
nor annotated on the title of spouses Ong. There is no evidence extant in the
records to
show that
Lee had knowledge, prior to the subject
sale, of
the surety agreement adverted to. In fine, there is nothing
to remotely suggest that the purchase of the subject property was characterized
by anything other than good faith.
Petitioner has made much of respondent Lee not taking immediate
possession of the property after the sale, stating that such failure is an indication
of his participation in the fraudulent scheme to prejudice petitioner bank.
We are not persuaded.
Lee, it is true, allowed the respondent spouses to continue occupying the premises even after the
sale. This development, however, is not without basis or practical reason. The spouses'
continuous possession of the property was by virtue of a one-year lease[20] they executed with respondent Lee six days after
the sale. As explained by the respondent spouses, they insisted on
the lease
arrangement as a condition for the sale in question. And pursuant to the lease contract
aforementioned, the respondent Ongs paid and Lee collected rentals at the rate of P25,000.00 a month. Contrary thus to the petitioner’s asseveration, respondent Lee, after the sale, exercised acts of
dominion over the said property and asserted his rights as the new owner. So,
when the respondent spouses continued to occupy the property after its sale,
they did so as mere tenants. While the failure of the vendee to take exclusive
possession of the property is generally recognized as a badge of fraud, the same cannot be
said here in the light of the existence of what appears to be a genuine lessor-lessee
relationship between the spouses Ong and Lee.
To borrow from Reyes vs. Court of Appeals,[21] possession may be exercised in one’s own name or
in the name of another; an owner of a piece of land has possession, either when
he himself physically occupies the same or when another person who recognizes
his right as owner is in such occupancy.
Petitioner’s assertion regarding
respondent Lee’s lack of financial capacity to acquire the property in question
since his income in 1990 was only P346,571.73 is
clearly untenable. Assuming for argument that petitioner got its figure right,
it is clearly incorrect to measure one’s purchasing capacity with one’s income
at a given period. But the more
important consideration in this regard is the uncontroverted fact that
respondent Lee paid the purchase price of said property. Where he sourced the needed cash is, for the
nonce, really of no moment.
The cited case of China Banking[22] cannot
plausibly provide petitioner with a winning card. In that case, the Court, applying Article
1381 (3) of the Civil Code, rescinded an Assignment
of Rights to Redeem owing to the failure
of the assignee to overthrow the presumption that the said
conveyance/assignment is fraudulent. In
turn, the presumption was culled from Article 1387, par. 2, of the Code
pertinently providing that “[A]lienation by onerous title are also presumed
fraudulent when made by persons against whom some judgment has been rendered in any
instance or some writ of attachment has been issued.”
Indeed, when the deed of assignment was
executed in China Banking, the assignor
therein already faced at that time an adverse judgment. In the same case, moreover, the Court took
stock of other signs of fraud which tainted the transaction
therein and which are, significantly, not obtaining in the instant case. We refer,
firstly, to the element of kinship, the assignor, Alfonso Roxas Chua, being the
father
of the assignee, Paulino. Secondly, Paulino admitted
knowing his father to be insolvent.
Hence, the Court, rationalizing the rescission of the assignment of
rights, made the following remarks:
The mere
fact that the conveyance was founded on valuable consideration does not
necessarily negate the presumption of fraud under Article 1387 of the Civil
Code. There has to be valuable consideration and the transaction must have been
made bona fide.[23]
There lies the glaring
difference with the instant case.
Here, the existence of fraud cannot be
presumed, or, at the very least, what were perceived to be badges of fraud have
been proven to be otherwise. And, unlike
Alfonso Roxas Chua in China Banking, a judgment has not been rendered against
respondent spouses Ong or that a writ of attachment has been issued against
them at the time of the disputed sale.
In a
last-ditch attempt to resuscitate
a feeble cause, petitioner cites Section 70 of the Insolvency Law which, unlike the
invoked Article 1381 of the Civil Code that deals with a valid but rescissible
contract, treats of a contractual infirmity resulting in nullity no less of the
transaction in question. Insofar as pertinent, Section 70 of the Insolvency Law
provides:
Sec. 70. If any debtor, being insolvent, or in contemplation of insolvency,
within thirty days before the filing of a petition by or against him, with a view to giving a
preference to any creditor or
person having a
claim against him xxx makes any xxx sale or conveyance
of any part of his property, xxx such xxx sale, assignment or conveyance is void, and
the assignee, or the receiver, may recover the property or the value thereof,
as assets of such insolvent debtor. xxx. Any payment, pledge, mortgage,
conveyance, sale, assignment, or transfer of property of whatever character
made by the insolvent within one (1) month before the filing of a petition in
insolvency by or against him, except
for a valuable pecuniary consideration made in good faith shall be void. xxx. (Emphasis added)
Petitioner avers that the Ong-Lee sales contract partakes of a fraudulent
transfer and is null and void in contemplation
of the aforequoted provision, the sale having
occurred
on
Petitioner's reliance on the
afore-quoted provision is misplaced for the following reasons:
First, Section 70, supra, of the Insolvency Law specifically makes
reference to conveyance of properties made by a “debtor” or by an “insolvent”
who filed a petition, or against whom a
petition for insolvency has been filed. Respondent spouses Ong have doubtlessly not filed a
petition for a declaration of their own insolvency. Neither has one been filed
against them. And as the CA aptly observed, it was never proven that respondent spouses
are likewise insolvent,
petitioner having failed to show that they were down to
their Greenhills property as their only asset.
It may be that BMC had filed a petition
for rehabilitation and suspension of payments with the SEC. The nagging fact, however is that BMC is a different juridical person
from the
respondent
spouses. Their seventy percent (70%) ownership of BMC’s capital stock does not
change the legal situation. Accordingly, the
alleged insolvency of BMC cannot, as petitioner postulates, extend to the
respondent spouses such that transaction of the latter comes within the
purview of Section 70 of the Insolvency Law.
Second, the real debtor of
petitioner bank in this case is BMC. The fact that the respondent spouses bound themselves to answer
for BMC’s
indebtedness under the surety
agreement referred to at the outset is not reason enough to conclude that the spouses are
themselves debtors of petitioner bank. We have already passed upon the
simple reason
for
this proposition. We refer to the basic precept in this jurisdiction that a corporation, upon coming into
existence, is invested by law with a personality separate and distinct from those of the
persons
composing
it.[24] Mere ownership by a single or small group of
stockholders of nearly all of the capital stock of the corporation is not, without
more, sufficient to disregard the fiction of separate corporate personality.[25]
Third, Section 70 of
the Insolvency Law considers transfers made within a month after the date of
cleavage void, except those made in good faith and for valuable pecuniary consideration. The twin elements of good faith and valuable
and sufficient consideration have been duly established. Given the validity and the
basic legitimacy of the sale in question, there is simply no occasion to apply Section 70 of the
Insolvency Law to nullify the transaction subject of the instant case.
All told, we are far from convinced by
petitioner’s argumentation that the circumstances surrounding the sale of the
subject property may be considered badges of fraud. Consequently, its failure to show actual
fraudulent intent on the part of the spouses Ong defeats its own cause.
WHEREFORE, the instant
petition is DENIED and the assailed
decision of the Court of Appeals is AFFIRMED.
Costs
against petitioner.
SO ORDERED.
CANCIO C. GARCIA
Associate Justice
WE CONCUR:
REYNATO S. PUNO
Associate Justice
Chairperson
|
ANGELINA SANDOVAL-GUTIERREZ Associate Justice |
RENATO C. CORONA Associate Justice |
ADOLFO S. AZCUNA
Associate Justice
A T T E S T A T I O N
I attest that the conclusions in the
above decision were reached in consultation before the case was assigned to the
writer of the opinion of the Court’s Division.
REYNATO S. PUNO
Associate Justice
Chairperson, Second Division
C E R T I F I C A T I O N
Pursuant to Article VIII, Section 13 of
the Constitution, and the Division Chairperson's Attestation, it is hereby
certified that the conclusions in the above decision were reached in
consultation before the case was assigned to the writer of the opinion of the
Court.
ARTEMIO V. PANGANIBAN
Chief Justice
[1] Penned by then
Associate Justice Romeo A. Brawner (now COMELEC Commissioner), with Associate
Justice Elvi John S. Asuncion and Associate Justice Juan Q. Enriquez, Jr.,
concurring; Rollo, pp. 52-67.
[2]
[3]
[4]
[5] G.R. No. 129644,
[6]
Manila Banking Corporation vs. Silverio, G.R.
No. 132887,
[7] Tolentino,
Civil Code of the
[8] Ibid, citing Ayles v. Reyes, 18
Phil. 243.
[9]
TSN,
[10] TSN,
[11] Section 3(r), Rule
131, Rules of Court.
[12] Section 3(p), Rule
131, Rules of Court.
[13]
Suntay vs. Court of Appeals,
G.R. No. 112592,
[14] Suria vs. IAC, G.R. No.
L-73893,
[15] Tolentino, Civil Code, supra, p. 585.
[16] Cuizon vs. Court of Appeals,
G.R. No. 102096,
[17] Art. 1385 of the Civil Code – xxx Neither shall rescission take place when the things which
are the object of the contract are legally in the possession of third persons
who did not act in bad faith.
[18] CA Decision, pp. 11-12, citing TSN,
[19] San
Lorenzo Development Corporation vs. Court of Appeals, G.R. No. 124242,
[20] Records, pp. 16-18.
[21]
G.R. No. 127608,
[22] Supra note 5.
[23]
At p. 389.
[24] Jardine Davies, Inc. vs. JRB Realty, Inc., G.R. No. 151438,
[25] Sunio vs. NLRC, G.R. No.
L-57767,