THIRD DIVISION
|
MANUEL LUIS SANCHEZ Petitioner, - versus - MAPALAD REALTY CORPORATION, Respondent. |
G.R. No. 148516
Present: YNARES-SANTIAGO,
J., Chairperson, AUSTRIA-MARTINEZ, CHICO-NAZARIO, NACHURA, and REYES, JJ. Promulgated: December 27, 2007 |
x
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - x
D E C I S I O N
REYES, J.:
KAPAG ang isang kasunduan ng bilihan
ay may kaakibat na
pandaraya at napatunayang huwad, ang bumili
ay walang nakamit na titulo ng
pag-aari. Ang bentahan ng
apat na parsela
ng mamahaling lupa sa Roxas
Boulevard na isinuko ng dating kasamahan ng Pangulong Marcos sa pamahalaang Aquino ay nagtataglay ng mga palatandaan
ng isang malakihang pandaraya na isinagawa mismo
ng mga taong
hinirang ng Presidential
Commission on Good Government (PCGG) upang pangalagaan ang pag-aari ng isang
na-sequester na kumpanya.
Ang mga ito ay dapat ibalik sa pamahalaan hanggang di pa tiyak ang tunay
na may-ari. Hindi kanais-nais na nagpakahirap
ang PCGG sa pagbawi ng nasabing
pag-aari para lamang mawala ito
dahil sa manipulasyon ng isang di mapagkakatiwalaang
opisyal.
Where
a deed of sale was attended by fraud and proved to be fictitious, the buyer
acquired no title to the subject property.
The sale of four parcels of prime land along
They
must be restored to the custody of the government until their true owner is
finally determined. It would be odious
to have the PCGG work so hard to recover them only to have them lost due to
manipulation of an unscrupulous official.
This petition for review on certiorari seeks a reversal of the
Decision[2] of the Court of Appeals (CA)
which reversed and set aside that[3] of the Regional Trial
Court (
Petitioner Manuel Luis Sanchez, who
bought the properties during the pendency of the case at the trial court,
intervened in the appeal before the CA.
The Facts
The facts, as gleaned from the
records, are as follows:
Respondent Mapalad was the registered owner
of four (4) parcels of land located along
On
March 21, 1986, shortly after the February 1986 EDSA Revolution, Jose Y. Campos
executed an affidavit[6] admitting, among others,
that Mapalad was one of the companies he held in trust for former President
Ferdinand E. Marcos.
On
On
Josef
inquired on the whereabouts of these missing TCTs from Luis R. Narciso, an employee of
Port Center Development Corporation, a sister company of Mapalad. Josef was informed that Mapalad’s former director
and general manager, Felicito L. Manalili (GM Manalili) took the said missing
TCTs sometime in July 1992.
On
Josef
personally talked to GM Manalili to inquire about what happened to the titles
he took from Narciso. GM Manalili
promised to return the titles as soon as he found them. He never did, despite repeated demands on
him.
On
November 16, 1992, Felimon Oliquiano, Jr., president of Nordelak Development
Corporation (Nordelak, for brevity), filed a notice of adverse claim[9] over the subject
properties based on a deed of sale purportedly executed on November 2, 1989 by
Miguel Magsaysay in his capacity as president and board chairman of Mapalad, selling
the four lots to Nordelak for the total purchase price of P20,190,000.00. This deed of sale was notarized
by Elpidio T. Clemente as Document No. 121, Page 26, Book
No. 82 Series of 1989.[10]
Josef
notified the Register of Deeds (RD) of Parañaque
by three successive letters dated November 18, December 7 and 8, 1992 that the
owner’s duplicate copies of four (4) TCTs in the name of Mapalad were missing,
and requested the RD not to entertain any transaction, particularly any attempt
to transfer ownership thereof, or annotate any encumbrance or lien of any kind
on these four TCTs.
Since
Josef’s letters to the RD were not verified, the RD instructed him to submit a
verified petition or cancellation of adverse claim; Josef complied.
On
On
Although
this document was also notarized by the same Elpidio T. Clemente, bearing the
same Document No. 121, Page 26, Book No. 82, Series of 1989, the amount
indicated in this deed of sale as total purchase price was P7,268,400.00
instead of P20,190,000.00 as earlier annotated in the title per the adverse claim on
Way
back
On
Immediately
upon learning of the cancellation of Mapalad’s four TCTs, Josef conferred with
Miguel Magsaysay to find out whether the latter indeed signed the purported
deeds of absolute sale both dated
Magsaysay denied having signed those deeds.
On
On
On
On
Mapalad’s
complaint alleged that: (a) the deed of sale is falsified and a forgery; (b)
defendant Felicito L. Manalili[16] conspired and
confederated with the other defendants to defraud Mapalad by fabricating a
fictitious, spurious and falsified deed of sale; and (c) there is another deed
of absolute sale with the same date of November 2, 1989 and also bearing the
purported signature of Miguel Magsaysay, but the two deeds of sale differ in
the amounts of consideration, one for P20,190,000.00 and the other for P7,268,400.00,
which was used in the transfer of Mapalad’s titles in favor of Nordelak.
Mapalad
prayed for judgment: (a) declaring the two (2) deeds of absolute sale null and
void; (b)
ordering Nordelak to reconvey the four (4) parcels of
land in favor of Mapalad; (c) ordering the Register of Deeds to cancel
On
On
On
April 26, 1993, Nordelak and its president, Oliquiano filed their answer with
special and affirmative defenses, alleging that Nordelak is a buyer in good
faith, and that it never dealt with defendant Manalili in the purchase of the
subject properties.
Defendant
Manalili, however, failed to file any answer within the reglementary period.
The
On
P50,000,000.00 to a certain Manuel Luis S. Sanchez, now
petitioner before Us.
RTC Judgment
On
WHEREFORE,
premises considered, for failure of plaintiff to establish preponderance of
evidence to support its herein Complaint, the
above-entitled case is ordered DISMISSED for lack of cause of action and for
being without merit.
On
the other hand, judgment is hereby rendered in favor of defendants against the
plaintiff by way of counterclaim, for the latter to pay actual and compensatory
damages in favor of private defendants (excluding public defendant Register of
deeds of Parañaque herein represented by the Office of the
Solicitor General) the sum of P50,000.00; attorney’s fees in the sum of P30,000.00;
and the costs of the proceedings.
Furthermore,
Entry No. 15431 re a Verified Petition for cancellation of the adverse claim
annotated at the back of
SO ORDERED.[19]
On
On
On
Having
previously bought the properties from Nordelak during the pendency of the case
with the RTC, petitioner Sanchez moved to be joined with Nordelak as party
defendant-appellee before the CA. The CA
granted the motion to intervene.
CA Disposition
Finding
merit in the appeal, the CA disposed of it, as follows:
WHEREFORE, premises considered, the assailed decision
is REVERSED and SET ASIDE and a new
one entered ̶
1.
DECLARING
as null and void the deed of absolute sale dated
2.
DECLARING
as null and void the deed of absolute sale dated
3.
ORDERING
the Register of Deeds of Parañaque to cancel TCT Nos.
68493, 68494, 68495, and 68496 and in lieu thereof, to issue new certificates
of title covering the subject properties in the name of Mapalad Realty
Corporation.
Further, appellee
Nordelak is ordered to pay appellant P100,000.00 as attorney’s fees.
SO ORDERED.[20]
This
ruling was arrived at after the CA’s re-evaluation of
the entire records, finding clear evidence of fraud in obtaining the
certificates of title over the disputed properties, to wit:
First. Miguel A. Magsaysay
was no longer appellant Mapalad’s President and Chairman of the Board when the
subject deed of absolute sale was executed on
x x x x
Second. The
Deed of Absolute Sale indicating a consideration of P7,268,400.00,
which was the basis for the issuance of Transfer Certificates of Title Nos.
68493, 68494, 68495, and 68496 in the name of appellee Nordelak is dated
Third. Atty.
Elpidio T. Clemente, the Notary Public who notarized the questioned Deed of
Absolute Sale, did not submit a copy of said deed in the Notarial Section of
the Regional Trial Court of Manila.
x x x x
x x
x. As pointed out by appellant Mapalad in its brief,
the notary public notarized two separate deeds of sale “referring to the same
parcels of land on the very same day, and made only one and the same entry for
the two documents in his notarial registry.
In fact, NOT
Fourth.
There was no consideration for the deed of sale. On this point, Rolando Josef testified that
appellant Mapalad did not receive any amount with respect to the alleged
transaction involving the sale of its properties. This was not disputed by the appellees. Since the alleged consideration is in the
millions of pesos, it can be assumed that payment was made by check. It was easy enough for appellee Nordelak to
have presented the cancelled check. Its
failure to do so speaks volumes of truth of Josef’s testimony. x x x.
Fifth. In
the questioned deed of sale, Nordelak was represented by one Felimon R.
Oliquiano, Jr., in his capacity as President of the corporation. Thus, he was in the best position to testify
on the validity of the questioned deed of sale and categorically state that it
was Magsaysay who signed the deed of sale and refute Magsaysay’s
testimony. But he was never presented
and the failure to present him was never explained. In fact, no one was presented to testify
having negotiated with and concluded the transaction with Magsaysay or that he
personally saw Magsaysay sign the deed of sale. Defendant-appellee
Nordelak presented only two witnesses both of whom were not connected Nordelak and, in fact, did not know
Mapalad.
x x x x
We therefore find that the execution of the deed of
absolute sale was attended by fraud, hence, a nullity. Thus, appellee Nordelak never acquired title
over the subject properties. And given
the evidence on record, We are left to wonder in no small measure how the court
a quo could have upheld the validity
of the questioned deed of sale. The
transaction has all the earmarks of a grand scam perpetrated by the very same
persons appointed by PCGG to safeguard the assets of sequestered companies.[21]
The
CA further ruled that petitioner Sanchez, who was a transferee pendente lite, was not a buyer in good faith,
having purchased the property with an annotation of a notice of lis pendens.
Without
prior motion for reconsideration of the CA decision, intervenor-appellee Sanchez
elevated the case to Us, raising the following
assignment of errors:
I
CONTRARY TO THE EXPRESS FINDINGS OF THE TRIAL COURT
THAT THE QUESTIONED DEED OF
II
COROLLARILY, CONTRARY TO THE EXPRESS FINDINGS OF
THE TRIAL COURT THAT NORDELAK IS A BUYER IN GOOD FAITH
Issues
Two critical issues are plainly posed
for our determination. First, on whether
or not there was a valid sale between Mapalad and Nordelak. Second, whether or not petitioner Sanchez
acquired valid title over the properties as innocent purchaser for value
despite a defect in Nordelak’s title.
A procedural issue was raised by the
Solicitor General in his Comment, too:
whether or not petitioner may raise questions of fact in the present
petition.
We shall resolve them in the reverse
order, dealing with the procedural ahead of the substantive question.
Our Ruling
I. The case
falls within the exception to the rule that factual issues may not be
entertained by this Court.
In petitions for review on certiorari such as in the present case,
the findings
of fact of the CA are generally conclusive on this Court, save for the
following admitted exceptions:
(1)
the factual findings of the Court of Appeals and the
trial court are contradictory;
(2)
the
findings are grounded entirely on speculation, surmises or conjectures;
(3)
the
inference made by the Court of Appeals from its findings of fact is mainly
mistaken, absurd or impossible;
(4)
there is
grave abuse of discretion in the appreciation of facts;
(5)
the
appellate court, in making its findings, goes beyond the issues of the case and
such findings are contrary to the admissions of both appellant and appellee;
(6)
the
judgment of the Court of Appeals is premised on a misapprehension of facts;
(7)
the
Court of Appeals fails to notice certain relevant facts which, if properly considered, will justify a
different conclusion; and
(8)
the
findings of fact of the Court of Appeals are contrary to those of the trial
court or are mere conclusions without citation of specific evidence, or where
the facts set forth by the petitioner are not disputed by respondent, or where
the findings of fact of the Court of Appeals are premised on the absence of
evidence but are contradicted by the evidence on record.[22]
We note that
the basis for the trial court’s disposition in favor of Nordelak is Mapalad’s apparent
failure to adduce sufficient evidence to prove that Miguel Magsaysay’s
signatures on the two deeds of sale by Mapalad in favor of Nordelak were
forged.
The CA, however, went beyond the mere determination of whether the
signatures of Miguel Magsaysay were forged or not. It looked into the validity of the deed of
absolute sale as a whole, based on the testimonies of Miguel Magsaysay himself,
quoted in its decision, as follows:
Atty
Calabio: x x x I am showing to you this
Deed of Absolute Sale marked as Exhibit “D,” there is here appearing on page 3
above the typewritten name Miguel A. Magsaysay, is this your signature?
A: No,
definitely not, so far away from my signature, not even in forgery; and besides
I am not the president when it was sold already.
Q: So
on the date herein
A: No,
I have nothing to do with them, of the corporation, after the sale in 1982.
Atty. Calabio: Likewise, showing to you the Deed of
Absolute Sale, also dated
A: Definitely,
this is not my signature, and besides I am not the president anymore. It looks exactly like the other one.
Atty. Calabio: Which for purposes of identification, Your
Honor, may I respectfully request that his also be encircled and marked as
Exhibit “F-1”?[23]
Aside from categorically denying under oath that the signatures
appearing on the deeds of absolute sale were his, witness Miguel Magsaysay gave
another reason why it was impossible for those signatures to be his. According to him, he was no longer connected
in any way whatsoever with Mapalad, when it supposedly sold the properties. He divested himself of all his interests in
Mapalad way back in 1982. There was no
reason for him to sign the subject deeds of absolute sale as president and chairman
of the board of Mapalad in 1989. This
was another basis for Mapalad to convince the appellate court that the
signatures purporting to be those of Magsaysay on the questioned deeds of sale were
not written by him.
We sustain the CA finding and conclusion.
While there have been guidelines cited in the petition[24]
used by this Court in determining what constitutes sufficient proof to
establish whether a signature was forged, it does not preclude a party from
adducing other possible proofs to establish whether a particular signature is
genuine or not.
In the case at bench, not only did Magsaysay disown the signatures
appearing on the deed of sale, he cited a valid legal reason for him not to
have signed such document at all. He had
no more power and authority to sign for and in behalf of Mapalad because as
early as 1982, he had already divested himself of all his interests in said
corporation. His testimonies in this
case constitute sufficient basis for the Court to conclude that the signatures
appearing on the two deeds of sale (Exhibits “D” and “F”) were not his
signatures.
This factual determination on the genuineness or forgery of the signatures
purporting to be those of Miguel Magsaysay on the subject deeds of sale is most
crucial. When compared with this one, all
other factual issues raised in the petition become immaterial, such as: whether
the owner’s duplicate copies of the TCT were voluntarily delivered to, or
surreptitiously taken from Mapalad’s custodian of such documents; whether the
deeds of sale were in fact notarized by Atty. Elpidio Clemente considering that these documents do
not exist in the archives or files in the notarial registry; or even whether
there were two or only one document purporting to be the deed of absolute sale
dated November 2, 1989.
There is, therefore, no cogent reason for this Court to delve further
into these other factual matters.
II. There can
be no valid contract of sale between Mapalad and Nordelak.
A contract is defined as a juridical convention manifested in legal
form, by virtue of which one or more persons bind themselves in favor of
another, or others, or reciprocally, to the fulfillment of a prestation to
give, to do, or not to do. There can be
no contract unless the following concur: (a) consent of the contracting
parties; (b) object certain which is the subject
matter of the contract; (c) cause of the obligation which is established.[25]
Specifically, by the contract of sale, one of the contracting parties
obligates himself to transfer ownership of and to deliver a determinate thing
and the other party to pay therefor a price certain
in money or its equivalent.[26]
The essential requisites of a valid contract of sale are:
(1)
Consent of the contracting parties by virtue of
which the vendor obligates himself to transfer ownership of and to deliver a
determinate thing, and the vendee obligates himself to pay therefor
a price certain in money or its equivalent.
(2)
Object certain which is
the subject matter of the contract. The
object must be licit and at the same time determinate or, at least, capable of
being made determinate without the necessity of a new or further agreement
between the parties.
(3)
Cause of the obligation which is established. The cause as far as the vendor is concerned
is the acquisition of the price certain in money or its equivalent, which the
cause as far as the vendee is concerned is the
acquisition of the thing which is the object of the contract.[27]
Contracts of sale are perfected by mere consent, which is manifested by
the meeting of the offer and the acceptance upon the thing and the cause which
are to constitute the contract.[28]
Consent may be given only by a person with the legal capacity to give
consent. In the case of juridical
persons such as corporations like Mapalad, consent may only be granted through
its officers who have been duly authorized by its board of directors.[29]
In the present case, consent was purportedly given by Miguel Magsaysay, the
person who signed for and in behalf of Mapalad in the deed of absolute sale
dated
On this score, the contract of sale may be annulled for lack of consent
on the part of Mapalad.
The CA also noted that the alleged contract of sale on
The third element for a valid contract of sale is likewise lacking.
Lack of consideration makes a contract of sale fictitious. A fictitious sale is void ab initio.[30]
The alleged deed of absolute sale dated
Despite a void sale between Mapalad and Nordelak, may petitioner still
claim valid title to the subject properties?
III. Petitioner
as transferee pendente lite merely
steps into the shoes of his predecessor-in-interest who had no valid title.
As We have said, Nordelak did not acquire ownership or title over the
four properties subject of this case because the contract of sale between
Mapalad and Nordelak was not only voidable but also void ab inito. Not having any
title to the property, Nordelak had nothing to transfer to petitioner Sanchez.
Nemo dat
non quod habet. Hindi maibibigay
ng isang tao ang hindi kanya. No one can give what he does not have.
Petitioner acquired the property subject of litigation during the
pendency of the case in the trial court.
It is undisputed that notices of lis
pendens were annotated on the TCTs in Nordelak’s name covering the subject
properties as Entry No. 93-91718.
In Lim v. Vera Cruz,[31]
this Court explained:
Lis
pendens is a Latin term which literally means a pending suit. Notice of lis pendens
is filed for the purpose of warning all persons that the title to certain
property is in litigation and that if they purchase the same, they are in
danger of being bound by an adverse judgment. The notice is, therefore,
intended to be a warning to the whole world that one who buys the property does
so at his own risk. This is necessary in
order to save innocent third persons from any involvement in any future
litigation concerning the property.
By virtue of the notice of lis pendens annotated on the four TCTs
in this case, petitioner had notice that the property he was intending to buy
is under litigation. He is, therefore, a
transferee pendente lite who, as held
by this Court in Voluntad v. Dizon,[32]
stands exactly in the shoes of the transferor and is bound by any judgment or
decree which may be rendered for or against the transferor.
Under the circumstances petitioner cannot acquire any better right than
his predecessor, Nordelak. No river or
stream can rise higher than its source. Walang ilog o batis na ang taas
ay higit sa kanyang pinagmulan. There
is thus no question that a judgment of reconveyance can be legally enforced by
Mapalad against petitioner as transferee pendente
lite of Nordelak.
The four parcels of land surrendered by former Marcos associate Jose Y.
Campos and sequestered by the PCGG must eventually be returned to their
rightful owners. If forfeiture
proceedings in the Marcos ill-gotten wealth cases prosper, and these properties
are finally shown to form part of such ill-gotten wealth, these properties
should go to the Filipino people. If they
are not ill-gotten, they should be turned over to the Marcoses. But definitely, these properties cannot be
transferred to Nordelak nor to petitioner Manuel Luis Sanchez.
WHEREFORE, the
petition is hereby DENIED and
the appealed Court of Appeals decision AFFIRMED in toto.
SO ORDERED.
RUBEN T. REYES
Associate Justice
WE CONCUR:
CONSUELO YNARES-SANTIAGO
Associate Justice
Chairperson
MA. ALICIA AUSTRIA-MARTINEZ MINITA V. CHICO-NAZARIO
Associate Justice
Associate Justice
ANTONIO EDUARDO B. NACHURA
Associate Justice
A
T T E S T A T I O N
I attest that the conclusions in the
above Decision had been reached in consultation before the case was assigned to
the writer of the opinion of the Court’s Division.
CONSUELO YNARES-SANTIAGO
Associate Justice
Chairperson
C E R T I F I C A T I O N
Pursuant to
Section 13, Article VIII of the Constitution and the Division Chairperson’s
Attestation, I certify that the conclusions in the above Decision had been
reached in consultation before the case was assigned to the writer of the
opinion of the Court’s Division.
REYNATO S. PUNO
Chief Justice
[1] Rollo, p. 26.
[2] Penned by Associate Justice Salvador J. Valdez, Jr. (now deceased) as Chairman, with Associate Justices Wenceslao I. Agnir, Jr. (now retired) and Rebecca De Guia-Salvador, concurring.
[3] Penned by then Judge Omar
U. Amin.
[4] Civil Case No. 93-365, entitled “Mapalad Realty Corporation v. Nordelak
Development Corporation, et al.”
[5] Exhibits “O,” “P,” “Q,” and “R,” rollo, p. 11.
[6] Exhibit “A-1,” id.
[7] Exhibit “A,” id.
[8] Exhibit “B,” id. at 101.
[9] Annotated as Entry No.
92-13861 on
[10] Exhibit “F,” rollo, p. 13.
[11]
[12] Exhibits “G,” “H,” “I”, and “J,” id.
[13] Exhibit “N,” id. at 14.
[14] Exhibit “T,” id.
[15] Exhibit “C-4,” id.
[16] In his capacity as Director and General Manager of Mapalad at that time.
[17] Rollo, p. 16.
[18] Penned by Judge Omar U. Amin.
[19] Rollo, p. 110.
[20]
[21]
[22] Landbank of the Philippines v. Monet’s Export and
Manufacturing Corporation, G.R. No. 161865,
[23] Rollo, pp. 21-22.
[24]
[25] Swedish
Match, AB v. Court of Appeals, G.R. No. 128120, October 20, 2004, 441 SCRA
1, 17-18.
[26] Civil Code, Art. 1458.
[27] Jurado, D., Civil Law Reviewer, 19th ed., p. 841.
[28] Swedish Match, AB v. Court of Appeals, supra
note 25.
[29]
Since a corporation is only a juridical person, it must act through its officers or agents in the normal course of business (Consumido v. Ros, G.R.
No. 166875,
[30] See Nazareno v. Nazareno, G.R.
No. 138842,
[31] G.R.
No. 143646,
[32] G.R.
No. 132294,