SUCESSION CASE DIGESTS

ATTY. RABUYA
16. USON VS DEL ROSARIO
FACTS:
Maria Uson plaintiff in this case was the lawful wife of Faustino Nebreda who died leaving the
lands involved in this litigation. Faustino Nebreda left no other heir except his widow Maria Uson.
However, the widow claims that soon as her husband died, his common-law wife Maria del
Rosario took possession illegally of the said lands thus depriving her of their possession and
enjoyment.
Defendants defensecentered on the fact that Uson and her husband executed a public
document whereby they agreed to separate as husband and wife and, in consideration of which
Uson was given a parcel of land and in return she renounced her right to inherit any other
property that may be left by her husband upon his death.
The lower court decided in favor of the legal wife. Defendant common-law wife appealed.
ISSUES:
1. Does the legal wife have a right over the lands in litigation from the moment of death of her
husband?
2.Does the illegitimate children of the deceased and his common-law wife have successional
rights?
HELD:
1. YES.
There is no dispute that Maria Uson, is the lawful wife of Faustino Nebreda, former owner of the
five parcels of lands litigated in the present case.
There is likewise no dispute that Maria del Rosario, was merely a common-law wife with whom
she had four illegitimate children with the deceased.
It likewise appears that Faustino Nebreda died in 1945 much prior to the effectivity of the New
Civil Code.
With this background, it is evident that when Faustino Nebreda died in 1945 the five parcels of
land he was seized of at the time passed from the moment of his death to his only heir, his
widow Maria Uson (Art777 NCC).
As the Court aptly said, "The property BELONGS TO THE HEIRS AT THE MOMENT OF DEATH of the
ancestor as completely as if the ancestor had executed and delivered to them a deed for the
same before his death".
From that moment, therefore, the rights of inheritance of Maria Uson over the lands in question
became vested.

So the claim of the defendant that Maria Uson had relinquished her right over the lands in
question because she expressly renounced to inherit any future property her husband may
acquire and leave upon his death in the deed of separation, CANNOT BE ENTERTAINED for the
simple reason that future inheritance cannot be the subject of a contract nor can it be
renounced.
2. NO.
The provisions of the NCC shall be given retroactive effect even though the event which gave rise
to them may have occurred under the prior legislation ONLY IF NO VESTED RIGHTS ARE
IMPAIRED.
Hence, since the right of ownership of Maria Uson over the lands in question became vested in
1945 upon the death of her late husband, the new right recognized by the New Civil Code in
favor of the illegitimate children of the deceased cannot, therefore, be asserted to the
impairment of the vested right of Maria Uson over the lands in dispute.
The Legal Wife wins this case.

17. De Borja v. De Borja

FACTS:

Francisco de Borja, upon the death of his wife JosefaTangco on 6 October 1940, filed a
petition for the probate of her will .

The will was probated on 2 April 1941. In 1946, Francisco de Borja was appointed executor
and administrator: in 1952, their son, Jose de Borja, was appointed co-administrator. While
a widower Francisco de Borja allegedly took unto himself a second wife, TasianaOngsingco.

When Francisco died, on 14 April 1954, Jose became the sole administrator of the testate
estate of his mother, JosefaTangco (Rizal-Special Proceeding No. R-7866). Tasiana
instituted testate proceedings in the CFI of Nueva Ecija (Special Proceeding No. 832.) ,
where, in 1955, she was appointed special administratrix. The validity of Tasiana's
marriage to Francisco was questioned in said proceeding.

The relationship between the children of the first marriage and TasianaOngsingco has been
plagued with several court suits and counter-suits; including the three cases at bar, some
eighteen (18) cases remain pending determination in the courts.

The testate estate of JosefaTangco alone has been unsettled for more than a quarter of a
century.

To put an end to all these litigations, a compromise agreement was entered into on 12
October 1963, 2 by and between "[T]he heir and son of Francisco de Borja by his first
marriage, namely, Jose de Borja personally and as administrator of the Testate Estate of
JosefaTangco," and "[T]he heir and surviving spouse of Francisco de Borja by his second
marriage, TasianaOngsingcoVda.de Borja.

On 16 May 1966, Jose de Borja submitted for Court approval the agreement to the Court of
First Instance of Rizal, in Special Proceeding No. R-7866; and again, on 8 August 1966, to
the Court of First Instance of Nueva Ecija, in Special Proceeding No. 832.
TasianaOngsingcoVda. dede Borja opposed in both instances.The Rizal court approved the
compromise agreement, but the Nueva Ecija court declared it void and unenforceable.

TasianaOngsingcoVda. dede Borja appealed the Rizal Court's order of approval (now
Supreme Court G.R. case No. L-28040), while administrator Jose de Borja appealed the
order of disapproval (G.R. case No. L-28568) by the Court of First Instance of Nueva Ecija.

Tasiana argued that the heirs cannot enter into such kind of agreement without first
probating the will of Francisco de Borja; -presentation of a will for probate is mandatory
and that the settlement and distribution of an estate on the basis of intestacy when the
decedent left a will, is against the law and public policy (Guevara vs. Guevara. 74 Phil.
479,).

ISSUE: Whether or not an heir may dispose her hereditary rights to co-heir even if the will has
not yet been probated.
Held:
Yes. As a hereditary share in a decedents estate is transmitted or vested immediately from the
moment of the death of such causante or predecessor in interest (Civil Code of the Philippines,
Art. 777)3
Article 777. The rights to the succession are transmitted from the moment of the death of the
decedent.
Also: Osorio vs. Osorio Steamship Co., 41 Phil. 531; Baun vs. Heirs of Baun, 53 Phil. 654;
Barretto vs. Tuason, 59 Phil 845; Cuevas vs. Abesamis, 71 Phil. 147; Jayme vs. Gamboa, 75 Phil.
479; Iballe vs. Po. There is no legal bar to a successor (with requisite contracting capacity)
disposing of her or his hereditary share immediately after such death, even if the actual extent of
such share is not determined until the subsequent liquidation of the estate. 4 Garcia vs. David,
67 Phil. 279; Jakosalem vs. Rafols 73 Phil. 628. Of course, the effect of such alienation is to be
deemed limited to what is ultimately adjudicated to the vendor heir.
As owner of her undivided hereditary share, Tasiana could dispose of it in favor of whomsoever
she chose. Such alienation is expressly recognized and provided for by Article 1088 of the
present Civil Code.
Article 1088. Should any of the heirs sell his hereditary rights to a stranger before the partition,
any or all of the co-heirs may be subrogated to the rights of the purchaser by reimbursing him
for the price of the sale, provided they do so within the period of one month from the time they
were notified in writing of the sale by the vendor.

18. Reyes vs RTC of Makati

Oscar and private respondent Rodrigo C. Reyes (Rodrigo) are two of the four children of the
spouses Pedro and Anastacia Reyes. Pedro, Anastacia, Oscar, and Rodrigo each owned shares of
stock of Zenith Insurance Corporation (Zenith), a domestic corporation established by their
family. Pedro died in 1964, while Anastacia died in 1993. Although Pedros estate was judicially
partitioned among his heirs sometime in the 1970s, no similar settlement and partition appear to
have been made with Anastacias estate, which included her shareholdings in Zenith. As of June
30, 1990, Anastacia owned 136,598 shares of Zenith; Oscar and Rodrigo owned 8,715,637 and
4,250 shares, respectively.
On May 9, 2000, Zenith and Rodrigo filed a complaint with the Securities and Exchange
Commission (SEC) against Oscar. The complaint stated that it is a derivative suit initiated and
filed by the complainant Rodrigo C. Reyes to obtain an accounting of the funds and assets
of ZENITH INSURANCE CORPORATION which are now or formerly in the control, custody, and/or
possession of Oscar and to determine the shares of stock of deceased spouses Pedro
and Anastacia Reyes that were arbitrarily and fraudulently appropriated by Oscar for himself
and which were not collated and taken into account in the partition, distribution, and/or
settlement of the estate of the deceased spouses, for which he should be ordered to account for
all the income from the time he took these shares of stock, and should now deliver to his
brothers and sisters their just and respective shares.
In his Answer with Counterclaim, 6 Oscar denied the charge that he illegally acquired the shares of
Anastacia Reyes. He asserted, as a defense, that he purchased the subject shares with his own
funds from the unissued stocks of Zenith.
On October 22, 2002, Oscar filed a Motion to Declare Complaint as Nuisance or Harassment Suit. 9
He claimed that the complaint is a mere nuisance or harassment suit and should be dismissed
because it is an intra-corporate controversy since they are considered shareholders of Zenith
being the heirs of Anastacia, and therefore, the case is within the jurisdiction of of Regular Courts
and not of SEC.
Issue: WON the heirs of Anastacia automatically become stockholders of Zenith Insurance
Corporation upon her death.
Held: No.
Article 777 of the Civil Code declares that the successional rights are transmitted from the
moment of death of the decedent. Accordingly, upon Anastacias death, her children acquired
legal title to her estate (which title includes her shareholdings in Zenith), and they are, prior to
the estates partition, deemed co-owners thereof. This status as co-owners, however, does not
immediately and necessarily make them stockholders of the corporation. Unless and until there
is compliance with Section 63 of the Corporation Code on the manner of transferring shares, the
heirs do not become registered stockholders of the corporation. Section 63 provides:
63.Section 63: Certificate of stock and transfer of shares.The capital stock of stock
corporations shall be divided into shares for which certificates signed by the president or vicepresident, countersigned by the secretary or assistant secretary, and sealed with the seal of the

corporation shall be issued in accordance with the by-laws. Shares of stock so issued are
personal property and may be transferred by delivery of the certificate or certificates indorsed by
the owner or his attorney-in-fact or other person legally authorized to make the transfer. No
transfer, however, shall be valid, except as between the parties, until the transfer is
recorded in the books of the corporation so as to show the names of the parties to the
transaction, the date of the transfer, the number of the certificate or certificates, and
the number of shares transferred.
No shares of stock against which the corporation holds any unpaid claim shall be transferable in
the books of the corporation.
Simply stated, the transfer of title by means of succession, though effective and valid between
the parties involved (i.e., between the decedents estate and her heirs), does not bind the
corporation and third parties. The transfer must be registered in the books of the corporation to
make the transferee-heir a stockholder entitled to recognition as such both by the corporation
and by third parties.
However, this rule applies only if the heir holds only an undivided interest in the shares.
In the present case, each of Anastacias heirs holds only an undivided interest in the shares. This
interest, at this point, is still inchoate and subject to the outcome of a settlement proceeding; the
right of the heirs to specific, distributive shares of inheritance will not be determined until all the
debts of the estate of the decedent are paid. In short, the heirs are only entitled to what remains
after payment of the decedents debts; 29 whether there will be residue remains to be seen.
Justice Jurado aptly puts it as follows:
No succession shall be declared unless and until a liquidation of the assets and debts left by the
decedent shall have been made and all his creditors are fully paid. Until a final liquidation is
made and all the debts are paid, the right of the heirs to inherit remains inchoate. This is so
because under our rules of procedure, liquidation is necessary in order to determine
whether or not the decedent has left any liquid assets which may be transmitted to
his heirs.30

19. Abejo vs. De la Cruz

Facts:
These two cases, jointly heard, are jointly herein decided. They involve the question of who,
between the Regional Trial Court and the Securities and Exchange Commission (SEC), has
original and exclusive jurisdiction over the dispute between the principal stockholders of the
corporation Pocket Bell Philippines, Inc. (Pocket Bell), a "tone and voice paging corporation,"
namely, the spouses Jose Abejo and Aurora Abejo and the purchaser, Telectronic Systems , Inc. of
their 133,000 minority shareholdings (for P5 million) and of 63 ,000 shares registered in the name
of Virginia Braga and covered by five stock certificates endorsed in blank by her (for
P1,674,450.00), and the spouses Agapito Braga and Virginia Braga (hereinafter referred to as the
Bragas), erstwhile majority stockholders. With the said purchases, Telectronics would become the
majority stockholder, holding 56% of the outstanding stock and voting power of the corporation
Pocket Bell.

With the said purchases in 1982, Telectronics requested the corporate secretary of the
corporation, Norberto Braga, to register and transfer to its name, and those of its nominees the
total 196,000 Pocket Bell shares in the corporation's transfer book, cancel the surrendered
certificates of stock and issue the corresponding new certificates of stock in its name and those
of its nominees.
Norberto Braga, the corporate secretary and son of the Bragas, refused to register the aforesaid
transfer of shares in the corporate books, asserting that the Bragas claim preemptive rights over
the 133,000 Abejo shares and that Virginia Braga never transferred her 63,000 shares to
Telectronics but had lost the five stock certificates representing those shares.
This triggered off the series of intertwined actions between the protagonists, all centered on the
question of jurisdiction over the dispute, which were to culminate in the filing of the two cases at
bar.
Norberto Braga contends that the SEC has no jurisdiction over the nature of the action since it
does not involve an intracorporate controversy between stockholders, the principal petitioners
therein, Telectronics, not being a stockholder of record of Pocket Bell.
Issue: WON Telectronics needs to comply strictly with Section 63 of the Corporation Code to be
considered a stockholder of Pocket Ball.
Held: Yes.
Teletronics holds definite and uncontested title to a specific no. of shares of the corporation,
therefore, the registration of the transfer may not be required before considering it as a
stockholder of the corporation.
In this case, registration becomes a mere formality in confirming its status as a stockholder.

20. TCL Sales Corporation vs. Court of Appeals

Facts:
Respondent TCL Corporation was organized and registered sometime in 1973. The incorporators
were Teng Ching Lay, Henry Teng (son of Teng Ching Lay), Anna Teng (daughter of Teng Ching
Lay), Ismaelita Maluto and Peter Chiu. The corporation started with an authorized capital stock of
5,000 shares valued at P1,000.00 per share with an aggregate value of P500,000.00.
On 2 February 1979, petitioner Ting Ping Lay (the brother of Teng Ching Lay) acquired by
purchase four-hundred eighty (480) shares of stocks (sic) of the corporation from stockholder
Peter Chiu.
On 22 September 1985, Ting Ping Lay purchased another onethousand four-hundred (1,400)
shares from his brother Teng Ching Lay.
On 2 September 1989, Ting Ping Lay acquired 1,440 more shares from Ismaelita Maluto.

Teng Ching Lay served as president and operations manager until his death in 1989. Respondent
Anna Teng served as the Corporate Secretary.
Thereafter, Henry Teng took over the management of the company after his fathers death.

On 31 August 1989, Ting Ping Lay in order to protect his shareholdings with the company
requested Anna Teng to enter the transfer of shares of stocks for the proper recording of his
acquisitions in the Stock and Transfer Book of the corporation. Likewise, he demanded the
issuance of the new certificates of stock in his favor. However, respondents refused despite
repeated demands.
Ting Ping Lay filed a petition for mandamus with the Securities and Exchange Commission
against TCL Corporation and Anna T[e]ng which case was docketed as SEC Case No. 3990.
After the trial, the hearing officer found for the petitioner, thus Ordering respondents to issue
corresponding new certificates of stocks (sic) in the name of the petitioner.
Subsequently, herein petitioners filed with respondent Court of Appeals a petition for review of
the Order of the SEC but it was denied. Hence, the present petition was filed alleging that SEC
has no jurisdiction over the petition for mandamus filed by private respondent
Issue: whether or not the SEC has jurisdiction over the petition for mandamus filed by private
respondent.
Held: Yes
The petitioners allege in the present petition that the SEC did not have jurisdiction over the
petition for mandamus filed by Ting Ping Lay, as the same did not arise out of an intracorporate
controversy. They claim that Ting Ping Lay was not yet a stockholder of record of TCL
Corporation. In the case of Abejo vs. de la Cruz13 149 SCRA 654 (1987). this Court has ruled that
jurisdiction over an action for mandamus lies with the SEC even if the proponent thereof is not
yet a stockholder of record.
Thus
. . . But as to the sale and transfer of the Abejos shares, the Bragas cannot oust the SEC of its
original and exclusive jurisdiction to hear and decide the case, by blocking through the corporate
secretary, their son, the due recording of the transfer and sale of the shares in question and
claiming that Telectronics is not a stockholder of the corporationwhich is the very issue that the
SEC is called upon to resolve. As the SEC maintains There is no requirement that a stockholder
of a corporation must be a registered one in order that the Securities and Exchange Commission
may take cognizance of a suit seeking to enforce his rights as such stockholder. This is because
the SEC by express mandate has absolute jurisdiction, supervision and Control over all
corporations and is called upon to enforce the provisions of the Corporation Code, among which
is the stock purchasers right to secure the corresponding certificate in his name under the
provisions of Section 63 of the Code. Needless to say, any problem encountered in securing the

certificates of stock representing the investment made by the buyer must be expeditiously dealt
with through administrative mandamus proceedings with the SEC, rather than through the usual
tedious court procedure, x x x (Italics supplied) 14 Id. at 668-669.
Moreover, the SEC en banc found that the petitioners did not refute the validity of the transfers
of shares of stock to Ting Ping Lay, insofar as those shares covered duly indorsed stock
certificates were concerned.15 CA Rollo, pp. 17-20. Petitioners themselves conceded that they
could not assail the documents evincing the transfer of the shares to Ting Ping Lay. 16 Rollo, pp.
41-42.
In Lim Tay vs. Court of Appeals,17 293 SCRA 634 (1998). we held that the registration of shares
in a stockholders name, the issuance of stock certificates, all rights that flow from ownership.
Respondent Ting Ping Lay was able to establish prima facie ownership over the shares of stocks
in question, through deeds of transfer of shares of stock of TCL Corporation. 18 Supra, note 15.
Petitioners could not repudiate these documents. Hence, the transfer of shares to him must be
recorded on the corporations stock and transfer book.
Noteworthy, Respondent Ting Ping Lay is listed as a stockholder of the corporation contains a
listing of the corporations stockholders and their respective shares before and after the
execution of a certain deed of assignment. By this inclusion, petitioners have in effect rebutted
their own claim in their petition that Ting Ping Lay is not and has neither been an incorporator
nor a stockholder of the corporation. Id. at 9. Undoubtedly then, the dispute is an
intracorporate controversy, involving as it does stockholders of TCL Corporation.
The determination of whether or not a shareholder is entitled to exercise the rights of a
stockholder is within the jurisdiction of the SEC. 293 SCRA 634, 648 (1998). As held by the
Court, thru Justice A. Panganiban in Lim Tay:
The duty of a corporate secretary to record transfers of stocks is ministerial. However, he
cannot be compelled to do so when the transferees title to said shares has no prima facie
validity or is uncertain. More specifically, a pledgor, prior to foreclosure and sale, does not
acquire ownership rights over the pledged shares and thus cannot compel the corporate
secretary to record his alleged ownership of such shares on the basis merely of the contract of
pledge. Similarly, the SEC does not acquire jurisdiction over a dispute when a partys claim to
being a shareholder is, on the face of the complaint, invalid or inadequate or is otherwise
negated by the very allegations of such complaint. Mandamus will not issue to establish a right,
but only to enforce one that is already established. 22 Id. at 639.
The fact that Ting Ping Lay is allegedly not yet a stockholder of record does not remove the case
from the jurisdiction of the SEC, for it is precisely the right of recording and the right to be issued
stock certificates that said respondent sought to enforce by mandamus.