G.R. No. 154291 - Lopez Realty, Inc. V

1/20/2018 G.R. No. 154291 | Lopez Realty, Inc. v.
Spouses Tanjangco
THIRD DIVISION
[G.R. No. 154291. November 12, 2014.]
LOPEZ REALTY, INC. and ASUNCION LOPEZ-GONZALEZ,

petitioners, vs. SPOUSES REYNALDO TANJANGCO and
MARIA LUISA ARGUELLES-TANJANGCO, respondents.
DECISION
REYES, J : p
This is a Petition for Review 1 under Rule 45 of the Rules of Court

from the Decision 2 dated February 22, 2002 of the Court of Appeals (CA)
in CA-G.R. CV No. 63519 which reversed and set aside the Decision 3
dated June 25, 1997 of the Regional Trial Court (RTC) of Manila, Branch
25, in Civil Case No. 144667.
Antecedents Facts
Lopez Realty, Inc. (LRI) and Dr. Jose Tanjangco (Jose) were the
registered co-owners of three parcels of land and the building erected
thereon known as the "Trade Center Building", which were covered by
Transfer Certificates of Title (TCT) Nos. 127778, 127779 and 127780
(subject properties) of the Register of Deeds of Manila. Jose's one-half
share in the subject properties were later transferred and registered in the
name of his son Reynaldo Tanjangco and daughter-in-law, Maria Luisa
Arguelles (spouses Tanjangco).
At the time material to this case, the stockholders of record of LRI
were the following:
a. Asuncion Lopez-Gonzalez (Asuncion) — 7,831 shares;
b. Arturo F. Lopez (Arturo) — 7,830 shares;
c. Teresita Lopez-Marquez (Teresita) — 7,830 shares;
d. Rosendo de Leon (Rosendo) — 5 shares;
e. Benjamin Bernardino (Benjamin) — 1 share;
f. Augusto de Leon (Augusto) — 1 share; and
g. Leo Rivera (Leo) — 1 share 4
https://cdasiaonline.com/jurisprudences/59154/print 1/22
1/20/2018 G.R. No. 154291 | Lopez Realty, Inc. v. Spouses Tanjangco
Except for Arturo and Teresita, the rest of the stockholders were
members of the Board of Directors. 5 Asuncion was LRI's Corporate
Secretary.
In a special meeting of the stockholders held on July 27, 1981, the
sale of the one-half share of LRI in the Trade Center Building was
discussed:
MINUTES OF SPECIAL MEETING OF STOCKHOLDERS OF
LOPEZ REALTY[,] INCORPORATED ON JULY 27, 1981 AT 3:00
P.M.
STOCKHOLDERS PRESENT:
TERESITA L. MARQUEZ -
7,830 shares
ASUNCION F. LOPEZ -
7,831 shares
ARTURO F. LOPEZ -
7,830 shares
ROSENDO DE LEON -
5 share[s]
BENJAMIN B. BERNARDINO 1 share-
LEO R. RIVERA 1 share-
––––––––––––
TOTAL 23,498 Shares
II. Sale of One-Half (1/2) Share of Lopez Realty, Inc. in
Trade Center Building
The matter of the sale of 1/2 share of Lopez Realty, Inc., in the
Trade Center Building was taken up. Atty. Benjamin B. Bernardino
informed the body that the selling price is pegged at 4 Million Pesos,
and the Tanjangcos are offering 3.6 Million Pesos plus 50% of
the receivables or a total of 3.8 Million Pesos payable under the
following terms: HCaDET
1) 50% — upon registration

50% — 30 days thereafter
2) All expenses and documentary stamp tax to be born[e]
by the Tanjangcos.
3) Transfer Tax and Reserve Fund to be borne by Lopez
Realty, Inc.
ASUNCION F. LOPEZ countered for a selling price of 5 Million
Pesos, LOPEZ REALTY, INC., clean and of everything. At this point,
TERESITA L. MARQUEZ and BENJAMIN B. BERNARDINO offered
to ASUNCION F. LOPEZ that they (she) accept (equal) the
TANJANGCO's offer as stated above. At this juncture, ASUNCION F.
LOPEZ . . . called and talked with TANJANGCO over the phone three
(3) times and offered the selling price at 5 Million Pesos but the latter
did not move from their original offer as above-stated.
It was finally agreed by the body that ASUNCION F. LOPEZ . . . be
given the priority to accept [equal] the TANJANGCO offer and
the same to be exercised within ten (10 accept) days. Failure on
her part to act on the offer, the said offer will be deemed
accepted. 6 (Emphasis in the original)
On July 28, 1981, Teresita died. 7

Asuncion failed to exercise her option to purchase the subject
properties within the stated period. Thus, on August 17, 1981, while
Asuncion was abroad, the remaining directors: Rosendo, Benjamin and
Leo convened in a special meeting, where the following resolution was
passed and approved: 8
III. Upon motion duly seconded, Mr. ARTURO F. LOPEZ had
been authorized by the Board to immediately negotiate with the
Tanjangcos on the matter of the latter's offer to purchase 1/2 of the
Trade Center Building and in connection therewith he is given full
power and authority by the Board to carry out the complete
termination of the sale terms and conditions as embodied in the
Resolution of July 27, 1981 and in connection therewith is
likewise authorized to sign for and in behalf of Lopez Realty
Incorporated.
RESOLUTION
Series of 1981
RESOLVED, as it is hereby resolved that ARTURO F. LOPEZ
negotiate with the Tanjangcos on the matter of the sale of 1/2 of
Trade Center Bldg., in accordance with the terms and conditions
embodied in the Minutes of the Special Meeting of July 27, 1981.
9 (Emphasis in the original)
On August 25, 1981, on the strength of the foregoing board

resolution, Arturo executed a Deed of Sale selling LRI's one-half interest in
the subject properties to Jose, who was represented by his son, Manuel
Tanjangco (Manuel). The price was fixed at P3,600,000.00, payable in the
following manner: 50% or P1,800,000.00 upon registration of the Deed of
Sale and the other 50% within 30 days from such registration. 10
Upon learning of the above developments, Asuncion sent
cablegrams to Rosendo and Jose on August 25, 1981, requesting them
not to proceed with the sale. 11 Consequently, on September 1, 1981, the
Board had a special meeting where the following resolution was passed
and approved:
RESOLUTION
Series of 1981
"In view of the cable of Ms. Asuncion Lopez, the [B]oard decided to
postpone [the] final action on the sale of Lopez Realty, Inc. share in
Trade Center Building to the Tanjangcos so that she can be
enlightened on all proceedings of the Board during her absence.
UNANIMOUSLY APPROVED." 12
Upon Asuncion's arrival, the Board had a meeting on September 16,

1981, where she moved for the repeal and/or amendment of the August
17, 1981 and August 24, 1981 Board Resolutions. While Benjamin
opposed Asuncion's motion, the members of the Board agreed to defer
action on the matter until such time when Arturo and Asuncion have
conferred or settled the matter. 13
As Jose's one-half interest in the subject properties had already
been transferred to the spouses Tanjangco, it was requested that LRI
execute another deed of sale, where the spouses Tanjangco shall be
designated as buyers. Thus, on October 5, 1981, Arturo executed a Deed
of Sale similar to that which was executed on August 25, 1981 in favor of
the spouses Tanjangco. 14
The spouses Tanjangco paid LRI the amount of P1,800,000.00,
which the latter accepted by issuing Official Receipt No. 723. 15 The
spouses Tanjangco then registered the Deed of Sale with the Register of
Deeds of Manila, causing the cancellation of TCT Nos. 127778, 127779
and 127780 and the issuance of TCT Nos. 145983, 145984 and 145985 in
their name. 16
Consequently, on November 4, 1981, LRI and Asuncion (herein
petitioners) filed with the then Court of First Instance of Manila, a
Complaint 17 for annulment of sale, cancellation of title, reconveyance and
damages with prayer for the issuance of temporary restraining order (TRO)
and/or writ of preliminary injunction against the spouses Tanjangco, Arturo
and the Registrar of Deeds of Manila. The complaint was docketed as Civil
Case No. 144667 and raffled to Branch 25. Essentially, it was alleged that
the sale is not binding on LRI as the August 17, 1981 Board Resolution,
authorizing Arturo to sell the corporation's one-half interest in the subject
properties, is invalid for lack of notice to Asuncion. It was also alleged that
the said board resolution had already been revoked by the Board of
Directors in their September 1, 1981 and September 16, 1981 Resolutions.
On November 11, 1981, the trial court issued a TRO, enjoining the
spouses Tanjangco from paying the balance of the purchase price and
Arturo from accepting payment. 18
On November 13, 1981, Manuel, in representation of the spouses
Tanjangco, wrote LRI, enclosing a manager's check for P1,743,000.00
covering the balance of the purchase price less the transfer tax, LRI's
share in the common fund and payables to the Bureau of Internal Revenue
(BIR). Rosendo, however, deferred acceptance in view of the pendency of
the cases filed by the directors of LRI against each other and the order of
the Securities and Exchange Commission (SEC), restraining him from
acting on LRI matters. 19 Apparently, several cases were pending with the
SEC involving the directors and shareholders of LRI, one of which is
Asuncion's complaint for the nullification of the August 17, 1981 Board
Resolution.
On November 21, 1981, the spouses Tanjangco filed a motion for

the production of a copy of the board resolution authorizing Asuncion to file
the complaint on LRI's behalf. In her Comment, Asuncion claimed that the
action is a derivative suit she initiated as LRI's minority stockholder, for
which no authorization from LRI's Board of Directors is necessary. 20
On December 7, 1981, Arturo moved to dismiss the complaint on the
grounds of lack of jurisdiction and litis pendentia. With regard to the first
ground, Arturo alleged that the case essentially involves an intra-corporate
dispute, which falls within the exclusive jurisdiction of the SEC. As to the
second ground, Arturo alleged that Asuncion filed a complaint with the
SEC, which was docketed as SEC Case No. 2164, against him and
Benjamin, seeking to annul the August 17, 1981 Board Resolution. 21
On July 30, 1982, the stockholders of LRI had a meeting where they
voted on whether to ratify and confirm the sale of the subject properties to
the spouses Tanjangco. The minutes of such meeting state:
At this juncture, Juanito Santos moved for the ratification and
confirmation of the sale of Trade Center Building to the [spouses
Tanjangco] and thereby ratifying and confirming all minutes relative to
the sale made to the [spouses Tanjangco], and the same being
seconded, it was placed to a vote amongst the stockholders and
Directors present and the votes were as follows: HAICTD
Leo Rivera — yes

Rosendo de Leon — yes
Juanito Santos — yes
Benjamin Bernardino — yes
After the ratification and confirmation of the sale of Trade Center
Building, Asuncion Lopez stated that she is not preparing the minutes
of today's meeting as well as that of June 29, 1982 and prior ones,
but she was reminded that if she refuses to do what is incumbent
upon her as Secretary, the same would be prepared and if she
refuses to sign, that's up to her, for the corporation is governed by the
Board of Directors coupled by the majority of the stockholders who
ratify the acts of the Board.
That the sale of Trade Center Building in point of stockholders and in
point of the Board of Directors had been duly ratified and confirmed
and likewise it was moved and seconded that the votes will be
submitted to the Securities and Exchange Commission (SEC) in
order that the said office may be properly apprised of the situation of
Lopez Realty, Inc.
There being no further business to take up, upon motion and duly
seconded, the meeting [is] adjourned. 22
On November 11, 1982, the executor of Teresita's estate, Juanito L.

Santos (Juanito), moved to intervene, stating among others that the case
is "basically an intra-corporate contest among the stockholders of LRI in
respect to the sale or disposition of corporate property and the distribution
of the proceeds thereof." 23
On February 6, 1984, the trial court issued an order, denying the
spouses Tanjangco's, Juanito's and Arturo's respective motions. 24
On March 1, 1985, Asuncion and Arturo filed a Joint Motion to
Dismiss in SEC Case No. 2164 on the ground that a "final settlement has
been arrived at and that they hereby waive and renounce any further claim
or counterclaim that they may have against each other . . . ." This was
granted by the SEC. 25
The petitioners then filed a supplemental complaint, claiming that the
negotiations between the parties to settle the case resulted in an
agreement where the spouses Tanjangco would sell to the petitioners their
interest in the subject properties for P6,000,000.00 on the condition that
the petitioners would return the P1,800,000.00 the spouses Tanjangco paid
to LRI. According to the petitioners, in order for Asuncion to meet her
obligations under the agreement, she borrowed P4,000,000.00 from a
bank at a high interest, sold her house at Magallanes for less than its
market value and disposed several pieces of her jewelry. However, during
the formal signing of the agreement, the spouses Tanjangco refused to
sign for no apparent reason. The petitioners thus prayed that the spouses
Tanjangco be compelled to sign and indemnify Asuncion for the damages
she incurred. 26
During the trial, the petitioners, among others, attempted to establish
that the subject sale had not been validly ratified during the July 30, 1982
stockholders' meeting in view of the failure to meet the required number of
votes. Asuncion testified that Juanito was not qualified to sit as a director
during the said meeting there being no evidence that he owned at least
one share. Asuncion likewise testified that Leo actually voted against the
ratification of the sale, contrary to what is stated in the minutes, which she
and Leo did not sign. 27
After trial on the merits, the trial court issued a Decision 28 on June
25, 1997, the dispositive portion of which reads:
WHEREFORE, premises considered, judgment is hereby rendered,
thus:
1. Declaring null and void the Deed of Sale, dated 5 October
1981, signed by defendant Arturo Lopez, in behalf of Lopez Realty[,]
Inc., and defendants Spouses Reynaldo and Maria Luisa Tanjangco,
involving the interest of Lopez Realty, Inc. in the Trade Center
Building;
2. Directing the Register of Deeds of Manila to cancel Transfer

Certificate of Title Nos. 145983, 145984 and 145985 in the name of
Maria Luisa Arguelles married to Reynaldo Tanjangco and to
reinstate Transfer Certificates of Title Nos. 127778, 127779 and
127780 in the names of Lopez Realty, Inc. and Maria Luisa Arguelles
married to Reynaldo Tanjangco;
3. Directing defendants Spouses Reynaldo and Maria Luisa
Tanjangco to make an accounting of all the rentals they collected
from the Trade Center Building from 5 October 1981 and, thereafter,
to remit to plaintiff, Lopez Realty, Inc., one-half (1/2) of the net
amount (after deducting reasonable expenses), plus yearly interest in
the amount of 12% until fully paid, all within 90 days from the finality
of this decision;
4. Directing plaintiff Lopez Realty, Inc. to return to defendants
spouses Reynaldo and Maria Luisa Tanjangco the amount of
P1,800,000.00; and,
5. Directing defendants, Spouses Reynaldo and Maria Luisa
Tanjangco to pay plaintiff the amount of P150,000.00 as attorney's
fees.
SO ORDERED. 29 aCcHEI
Finding the sale null and void, the trial court ruled that Arturo lacked
the authority to sell LRI's interest on the subject properties to the spouses
Tanjangco on LRI's behalf in view of the procedural infirmities which
attended the meeting held on August 17, 1981. Specifically:
On this issue, the Court rules in favor of the plaintiff. There is merit in
plaintiff's contention that the 17 August 1981 meeting of the Board of
Directors of Lopez Realty was illegal. Section 53 of the Corporation
Code of the Philippines categorically provides:
"Sec. 53. Regular and Special Meeting[s] of Directors [or]
Trustees — Regular meeting of the board of directors or
trustees of every corporation [shall be] held monthly[,] unless
the by-laws provides [sic] otherwise.
xxx xxx xxx
Meeting[s] of directors or trustees of corporations may be held
[anywhere] in or outside [of] the Philippines, unless the by-
laws provides [sic] otherwise. Notice of the regular or special
meeting[s] stating the date, time and place of the meeting
must be sent to every director or trustee, at least, one (1) day
prior to the scheduled meeting[,] unless otherwise provided by
the by-laws. A director or trustee may waive this requirement,
either expressly or impliedly."
Plaintiff alleged that no notice was sent to her prior to the 17 August
1981 meeting. The Court is inclined to give credit to this allegation
considering that defendants never contested the same. Hence, the
said meeting was illegal and the resolution adopted during the
meeting would not produce the effect of binding the corporation,
Lopez Realty. 30
The trial court likewise ruled that the sale between LRI and the
spouses Tanjangco was not validly ratified in the absence of the required
number of votes. Thus:
Notwithstanding the assertions of the defendants, the Court gives
credit to plaintiff['s] claim. The claim, which was made under oath,
has not been contested by defendants. Besides, the copy of the
minutes itself . . . corroborates it. From a physical examination of said
minutes, it appears that among the five alleged directors present[,]
only de Leon, Bernardino and Santos signed over their names at the
bottom of the minutes. Gonzalez and Rivera, whose names are also
written thereon do not have their signatures on. Since the vote of
Santos does not count, he not being qualified to sit as director, only
the two votes de Leon and Bernardino count for ratification. But that
did not constitute a majority vote. Consequently, there was no valid
ratification of the sale of Lopez Realty's interest in the Trade Center
Building. The sale has remained invalid and not binding upon the
corporation. 31 TEHIaD
Nonetheless, the trial court denied Asuncion's claim for damages as

there is no legal compulsion for the spouses Tanjangco to honor a
compromise agreement that was not perfected prior to its reduction into
writing. Thus:
Concerning the third issue, the Court finds no valid reason to compel
defendants to sign the alleged compromise agreement. Granting that
defendants Tanjangcos did signify initially their conformity with the
terms and conditions of the compromise agreement as alleged by
plaintiff, the same did not reach maturity prior to its execution in
writing. Hence, defendants did not commit breach of contract when,
afterwards, they refused to sign the compromise agreement. 32
On both parties' appeal to the CA, the trial court's Decision dated
June 25, 1997 was reversed. In its Decision dated February 22, 2002, the
CA recognized Arturo's authority to sell LRI's interest on the subject
properties, holding that this Court had earlier declared the August 17, 1981
Board Resolution as valid in Lopez Realty, Inc. v. Fontecha. 33 Thus:
It is to be recalled that the validity of the board meeting of August 17,
1981 has already been challenged before the high court, albeit, on
another matter. In Lopez Realty, Inc. vs. Fontecha, 247 SCRA 183
[1995], the same plaintiffs-appellants challenged the validity of the
board resolution granting gratuity pay and other benefits to some of
the company's employees on the ground that the meeting was
allegedly convened without prior notice to the directors. The high

court, citing American jurisprudence, ruled that the [sic] "an action of
the board of directors during a meeting, which was illegal for lack of
notice, may be ratified either expressly, by the action of the directors
in subsequent legal meeting, or impliedly, by the corporation's
subsequent course of conduct." . . . In holding the meeting to have
been valid, the same Court, among others, considered the following
circumstances: petitioner corporation did not issue any resolution
revoking or nullifying the board resolutions granting gratuity pay; and,
petitioner therein Asuncion Lopez-Gonzales was aware of the said
obligations and even acquiesced thereto by signing two of the checks
for gratuity pay. In the case at bench, it was duly established that the
matter of the sale of the property to the Tanjangcos has been taken
up in the subsequent meetings of the corporation culminating in the
meeting of July 30, 1982, where the stockholders ratified and
confirmed not only the sale of Trade Center Building to the appellants
Tanjan[g]cos but also all minutes relative to the said sale. It likewise
appears that in the aforesaid July 30, 1982 meeting, appellant
Gonzales was present and was clearly outvoted by the other
stockholders. 34 CEHcSI
The CA likewise ruled that whatever infirmity attended the August

17, 1981 Board Resolution was cured by ratification of the majority of the
directors in the joint stockholders and directors meeting held on July 30,
1982. Furthermore, the CA figured that even if Juanito's vote is
disregarded, the ratification was approved by the majority of the board,
including Leo, whose signature is nowhere on the minutes:
Based on a perusal of the title of the minutes, "MINUTES OF THE
MEETING OF THE STOCKHOLDERS AND BOARD OF
DIRECTORS OF LOPEZ REALTY, INCORPORATED HELD AT ITS
PRINCIPAL OFFICE AT RM. 404 DON. PAQUITO BUILDING, 99
DASMARINAS STREET, BINONDO, MANILA ON FRIDAY, JULY 30,
1982 AT 2:00 P.M.," . . . it is immediately apparent that the meeting
was a joint board and stockholders' meeting. The manner of taking
the roll of attendance likewise confirms the participation of the
attendees as stockholders, —
"PRESENT:
Ms. SONY LOPEZ 7,831 shares
Mr. BENJAMIN B. BERNARDINO 1 share
and representing Arturo F. Lopez 7,831 shares
Mr. JUANITO L. SANTOS
(representing the Estate of Teresita
Lopez Marquez) 7,830 shares
Mr. LEO RIVERA 1 share
Mr. ROSENDO DE LEON 5 shares
–––––––––––
TOTAL SHARES REPRESENTED 23,499 shares
==========
xxx xxx xxx
while the minutes of the meeting shows that there were instances
when the attendees were asked to vote as directors . . . .
Under Section 40 of the Corporation Code —
Section 40. Sale or other disposition of assets. — Subject
to the provisions of existing laws on illegal combinations and
monopolies, a corporation may, by a majority vote of its board
of directors or trustees, sell, lease, exchange, mortgage,
pledge or otherwise dispose of all or substantially all of its
property and assets, including its goodwill, upon such terms
and conditions and for such consideration, which may be
money, stocks, bonds or other instruments for the payment of
money or other property or consideration, as its board of
directors or trustees may deem expedient, when authorized by
the vote of the stockholders representing at least two-thirds
(2/3) of the outstanding capital stock, or in case of non-stock
corporation, by the vote of at least to two-thirds (2/3) of the
members, in a stockholders' or members' meeting duly called
for the purpose. Written notice of the proposed action and of
the time and place of the meeting shall be addressed to each
stockholder or member at his place of residence as shown on
the books of the corporation and deposited to the addressee in
the post office with postage prepaid, or served personally:
Provided, That any dissenting stockholder may exercise his
appraisal right under the conditions provided in this Code. DECSIT
A sale or other disposition shall be deemed to cover

substantially all the corporate property and assets if thereby
the corporation would be rendered incapable of continuing the
business or accomplishing the purpose for which it was
incorporated.
After such authorization or approval by the stockholders or
members, the board of directors or trustees may,
nevertheless, in its discretion, abandon such sale, lease,
exchange, mortgage, pledge or other disposition of property
and assets, subject to the rights of third parties under any
contract relating thereto, without further action or approval by
the stockholders or members.
xxx xxx xxx
the sale of the company assets requires the majority vote of the
board of directors and vote of the stockholders representing at least
two-thirds (2/3) of the outstanding capital stock. In the minutes of the
July 30, 1982 meeting, the matter of the sale of the subject property
was put to a vote "among stockholders and Directors present" . . .
jointly assembled, hence, a joint vote.
Going back to the board of directors, even excluding the affirmative

vote of Juanito Santos whose qualification as director was
questioned by appellant Gonzales, the votes of Leo Rivera, Benjamin
Bernardino and Rosendo de Leon, as directors, forms the majority
required for the ratification of the sale, as contemplated in the
abovequoted provision of the Corporation Code. Although the tally of
votes did not indicate the capacity under which the votes were
taken[.] We follow the high court's ruling in Zamboanga
Transportation Co. vs. Bachrach Motor Co., 52 Phil. 244, 259-[2]60
[1928], thus:
"We therefore conclude that when the president of the
corporation, who is one of the principal stockholders and at the
same time its general manager, auditor, attorney or legal
adviser, is empowered by its by-laws to enter into chattel
mortgage contracts, subject to the approval of the board of
directors, and enters into such contracts with the tacit approval
of two other members of the board of directors, one of whom
is also a principal shareholder, both of whom, together with the
president, form a majority, and said corporation takes
advantage of the benefits afforded by said contract, such acts
are equivalent to an implied ratification of said contract by the
board of directors and binds the corporation even if not
formally approved by said board of directors as required by the
by-laws of the aforesaid corporation."
When therefore the aforementioned three directors voted in favor of
the ratification, their votes are, at the very least, tacit approval
sufficient for the application of the aforequoted ruling. It is of no
moment that the signature of only two directors appears at the
bottom of the minutes, for it does not refer to the results of the voting.
On the part of the stockholders, it appears that Leo Rivera, Rosendo
De Leon, Juanito Santos and Benjamin Bernardino, two of them
representing two principal stockholders, voted to ratify the sale of the
property to the appellants Tanjangcos. The cumulation of their votes
constitute sixty-seven per cent [sic] or two-thirds of the capital stock
of the appellant company. The contract has thus, been validly ratified.
35
The CA nonetheless upheld the trial court's jurisdiction over the

petitioners' complaint and Asuncion's right to bring an action on LRI's
behalf in this wise:
Assailing the trial court's jurisdiction over the complaint filed in the
court below, the following grounds were adduced to assail it, to wit:
first, it involves an intra-corporate controversy falling under the
original and exclusive jurisdiction of the Securities and Exchange
Commission under Section 5(b) of P.D. No. 902-A; and, second,
appellant Gonzales has no legal personality to institute the case.
In the determination of whether the Securities and Exchange

Commission ("SEC") shall have jurisdiction over the complaint, there
must be a concurrence of [the] following elements, to wit: "(1) the
status or relationship of the parties; and (2) the nature of the question
that is the subject of their controversy." . . . The Court further
explained it in this wise:
"The first element requires that the controversy must arise out
of intracorporate or partnership relations between and among
stockholders, members, or associates; between any or all of
them and the corporation, partnership or association of which
they are stockholders, members or associates, respectively;
and between such corporation, partnership or association and
the State insofar as it concerns their individual franchises. The
second element requires that the dispute among the parties be
intrinsically connected with the regulation of the corporation,
partnership or association or deal with the internal affairs of
the corporation, partnership or association. After all, the
principal function of the SEC is the supervision and control of
corporations, partnerships and associations with the end in
view that investments in these entities may be encouraged
and protected, and their activities pursued for the promotion of
economic development:" . . . CHcTIA
Reading the title of the Complaint, dated October 31, 1981,

designated as one for annulment of sale, cancellation of title,
reconveyance and damages with prayer for the issuance of a writ of
preliminary prohibitory injunction . . ., it is immediately apparent that
the principal defendants being sued are not "stockholders, members
of associates" of the appellant Lopez Realty, Inc., but rather vendees
of the subject property. . . . In Dee vs. Securities and Exchange
Commission, 199 SCRA 238, 250 [1991], the Supreme Court
summarized Section 5 of P.D. No. 902-A in the following manner:
"In other words, in order that the SEC can take cognizance of
a case, the controversy must pertain to any of the following
relationships: (a) between corporation, partnership or
association and the public; (b) between the corporation,
partnership or association and its stockholders, partners,
members, or officers; (c) between the corporation, partnership
or association and the state insofar as its franchise, permit or
license to operate is concerned; and (d) among the
stockholders, partners or associates themselves.["] . . .
Since the principal defendants-appellants, the Spouses Tanjangcos,
are not connected, in the abovedescribed manner, to appellant Lopez
Realty, Inc., then the SEC has no jurisdiction over the case.
Moreover, upon a further reading of the body of the complaint, it
appears that the annulment of the sale to the appellants Tanjangcos
was being sought on the ground of the lack of valid consent on the
part of Lopez Realty, Inc., the vendor. The internal affairs of the
corporation were being brought into the controversy merely to prove
that it never authorized appellant Arturo Lopez to execute the deed of
sale. Hence, the controversy is not intrinsically connected to the
regulation or operation of the corporation, negating the existence of
the second element as required in Lozano vs. delos Santos, . . . .
As to the alleged legal personality of appellant Asuncion Lopez-
Gonzalez, to file the action in the court below, although the
Corporation Code does not contain any provision granting such right,
the Supreme Court has recognized derivative suits, as valid, provided
the following requisites are complied with, to wit:
"a) the party bringing suit be a shareholder as of the time
of the act or transaction complained of;
b) he has exhausted intra-corporate remedies, i.e., has
made a demand on the board of directors for the appropriate
relief but the latter has failed or refused to heed his plea; and
IaAEHD
c) the cause of action actually devolves on the

corporation, the wrongdoing or harm having been caused to
the corporation and not to the particular stockholder bringing
the suit[.]" . . .
Appellant Gonzales has been duly established to be a major
stockholder in appellant company and she registered her opposition
to the sale, by cable sent on August 25, 1981, as reflected in the
Minutes of the Meeting of the Board of Directors on September 16,
1981 . . . on the ground that the corporation would be prejudiced by
the extremely low price.
The rationale for vesting the appellant Gonzales with the legal
personality to file the suit may be found in the following summary of
the two leading cases on derivative suits, Atwol vs. Merriwether,
1867, and Dodge vs. Woolsey, 1855, respectively promulgated in
England and America: "that where corporate directors have
committed a breach of trust either by their frauds, [ultra] vires acts, or
negligence, and the corporation is unable or unwilling to institute suit
to remedy the wrong, a single stockholder may institute that suit,
suing on behalf of himself and other stockholders and for the benefit
of the corporation, to bring about a redress for the wrong done
directly to the corporation and indirectly to the stockholders." . . . 36
The CA also concurred with the trial court's finding that the parties
never arrived at a perfected compromise agreement. Thus:
We are persuaded that the trial court did not commit any error in
determining that there was no perfected compromise agreement
between the appellants. It is noted that based on the aforequoted
testimony, appellant Gonzales was herself aware of the negotiation
stage of the proceedings when she allowed the appellants

Tanjangcos to add conditions to the option she has chosen. The
counsel of appellant Gonzales was likewise of the same opinion
when he took the liberty of suggesting the additional provision on tax
clearance, although [t]he latter removed it upon conferring with the
counsel of appellants Tanjangcos. The aforesaid proceedings are
consistent with the process of making reciprocal concessions,
characteristic of entering into a compromise. . . . Hence, in Sanchez
vs. Court of Appeals, 279 SCRA 647, 676 [1997], the High Court
acknowledged the long and tedious process of negotiations
undergone by the parties and declared, to wit: "Since this
compromise agreement was the result of a long drawn out process,
with all the parties ably striving to protect their respective interests
and to come out with the best they could, there can be no doubt that
the parties entered into it freely and voluntarily. Accordingly, they
should be bound thereby. To be valid, it is merely required under the
law to be based on real claims and actually agreed upon in good faith
by the parties thereto." . . . Unfortunately, in the case at bench, the
parties never came to an agreement due to the fact that the
appellants Tanjangcos backed out. . . . When the appellants
Tanjangcos "backed out" or refused to sign the final draft, there was
no meeting of the minds or actual agreement between the parties. . .
.. AHCTEa
Resolving the claim of damages allegedly sustained when appellant

Gonzales sold some of her assets and contracted a sizable loan to
cover the consideration of the compromise agreement[.] We find no
legal basis for its award. She acted based on an optimistic
expectation that the final draft of the compromise agreement would
be acceptable to the appellants Tanjangcos. Hence, she testified that
she sold her house and lot, as far back as December 1, 1987, or long
before the alleged meeting at the chambers of Judge Paguio . . . .
Upon further questioning, she revealed that she sold it: "because
even prior to March 1, 1988, we have been already negotiating about
the compromise and knew beforehand that I have to be ready, and I
even thought that the price was a good one reason why I sold it
because I knew then that it was a sacrifice price. I would say, that it
was a sacrifice price because after a few days someone who live
nearby, at the corner, came to me and was even buying the property
[at] a higher price." . . . She thus, acted based on the expectation of a
settlement and not on the alleged belief that there was already a
perfected compromise agreement between her and the appellants
Tanjangcos. She even admitted that the negotiations took some time
because the parties could not come up with agreeable terms and she
herself had to do study the matter. . . . It follows then that the sale of
her properties and the loans obtained from the banks were merely
tactical errors on her part for which she has no recourse under the
law. 37
The Petitioner's Case

Arguing for the nullity of the sale and the existence of a perfected
compromise agreement, the petitioners claim that: (a) the August 17, 1981
meeting, where the Resolution authorizing Arturo to negotiate for the sale
of the subject properties was approved, is illegal for lack of notice to
Asuncion as required under Section 50 of the Corporation Code; (b)
Fontecha does not constitute res judicata insofar as the issue on the
validity of the August 17, 1981 meeting and all the resolutions passed
therein, including the grant of authority to Arturo, are concerned; (c) in
Fontecha, what was ruled as having been ratified was the resolution
granting gratuity pay to its retiring employees and there was nothing
mentioned about the resolution on the sale of the subject properties and
Arturo's authority to act on LRI's behalf; (d) it cannot be rightfully claimed
that the August 17, 1981 Board Resolution had been ratified as Asuncion
immediately registered her objections to its validity. The Board of Directors
responded to this by issuing the September 1, 1981 and September 16,
1981 Board Resolutions that held the subject sale on abeyance; (e) the
August 17, 1981 Board Resolution merely authorized Arturo to "negotiate"
for the sale of the subject properties and the way it was worded does not
indicate that this include the authority to conclude a sale with the spouses
Tanjangco; (f) even if the July 27, 1981 and August 17, 1981 Board
Resolution are read together to support the claim of the spouses
Tanjangco that Arturo had been duly authorized to sell the subject
properties, the latter acted beyond the authority granted to him when he
entered into a sale with the former the terms of which substantially depart
from those provided in the July 27, 1981 Resolutions; (g) there was not
enough votes to ratify the subject sale since Juanito's qualification as
director had been effectively challenged and Leo actually voted against
such ratification; (h) there was a perfected compromise agreement
between the parties and there is no need for the same to be in writing for it
to be considered as such; and (i) even assuming that there was no
perfected compromise agreement, the spouses Tanjangco abused their
right for having backed out and withdrawn their offer without reason
resulting in damage to Asuncion. cETDIA
The Spouses Tanjangco's Case

On the other hand, the spouses Tanjangco assert the validity of the
subject sale, Arturo's authority to represent LRI in such a sale and the
absence of a perfected compromise agreement, alleging that: (a) as clearly
stated in the July 27, 1981 Board Resolution, the sale was perfected when
Asuncion failed to match or outdo the offer of the spouses Tanjangco within
the provided period; (b) reading the August 17, 1981 Board Resolution in
conjunction with the July 27, 1981 Board Resolution, Arturo's mandate was
to carry out or implement the July 27, 1981 Board Resolution and his
authority was not limited to negotiating with the sale of the subject
properties; (c) the petitioners do not dispute the validity of the July 27,
1981 Board Resolution and Asuncion's failure to match the offer of the
spouses Tanjangco; (d) the spouses Tanjangco are buyers in good faith
and they cannot be prejudiced by the corporate squabbles among the
directors and stockholders of LRI; (e) the provisions of the Deed of Sale
are in accordance with the July 27, 1981 Board Resolution; (f) under the
doctrine of apparent authority, the petitioners are barred from questioning
LRI's consent to the subject sale and Arturo's authority to represent LRI in
such transaction; (g) the spouses Tanjangco have the right to rely on the
minutes of the July 27, 1981 and August 17, 1981 Board Resolutions
which appear to be regular on their face; (h) SEC Case No. 2164, a case
filed by Asuncion against Arturo questioning the validity of August 17, 1981
Board Resolution, was dismissed on joint motion of Arturo and Asuncion
on the ground that "a final settlement has been arrived at"; (i) contrary to
the petitioner's claim, the August 17, 1981 Board Resolution had not been
revoked; (j) the sale had been ratified during July 30, 1982 meeting of the
stockholders and by LRI's acceptance of the spouses Tanjangco's
payment; and (k) with respect to the compromise agreement, the evidence
on record shows that the parties never went beyond the negotiation phase.
Ruling of the Court
Ratification of the August 17, 1981
Board Resolution
The Court agrees with the petitioners that the August 17, 1981
Board Resolution did not give Arturo the authority to act as LRI's
representative in the subject sale, as the meeting of the board of directors
where such was passed was conducted without giving any notice to
Asuncion. Section 53 of the Corporation Code provides for the following:
SEC. 53. Regular and special meetings of directors or trustees.
— Regular meetings of the board of directors or trustees of every
corporation shall be held monthly, unless the by-laws provide
otherwise.
Special meetings of the board of directors or trustees may be held at
any time upon call of the president or as provided in the by-laws.
Meetings of directors or trustees of corporations may be held
anywhere in or outside of the Philippines, unless the by-laws provide
otherwise. Notice of regular or special meetings stating the date,
time and place of the meeting must be sent to every director or
trustee at least one (1) day prior to the scheduled meeting,
unless otherwise provided by the by-laws. A director or trustee
may waive this requirement, either expressly or impliedly. (Emphasis
ours)
The Court took this matter up in Fontecha, involving herein parties,
where it was held that a meeting of the board of directors is legally infirm if
there is failure to comply with the requirements or formalities of the law or
the corporation's by laws and any action taken on such meeting may be
challenged as a consequence:
The general rule is that a corporation, through its board of directors,
should act in the manner and within the formalities, if any, prescribed
by its charter or by the general law. Thus, directors must act as a
body in a meeting called pursuant to the law or the corporation's by-
laws, otherwise, any action taken therein may be questioned by any
objecting director or shareholder. 38
However, the actions taken in such a meeting by the directors or
trustees may be ratified expressly or impliedly. "Ratification means that the
principal voluntarily adopts, confirms and gives sanction to some
unauthorized act of its agent on its behalf. It is this voluntary choice,
knowingly made, which amounts to a ratification of what was theretofore
unauthorized and becomes the authorized act of the party so making the
ratification. The substance of the doctrine is confirmation after conduct,
amounting to a substitute for a prior authority. Ratification can be made
either expressly or impliedly. Implied ratification may take various forms —
like silence or acquiescence, acts showing approval or adoption of the act,
or acceptance and retention of benefits flowing therefrom." 39
The Court's decision in Fontecha concerns the implied ratification of
one of the resolutions passed on August 17, 1981 by the board of directors
of LRI despite of the lack of notice of meeting to Asuncion. This was owing
to the subsequent actions taken therein by the stockholders, including
Asuncion herself, as cited by the CA in its decision. On the other hand, the
sale of the property to the spouses Tanjangco was ratified, not because of
implied ratification as was the case in Fontecha but through the passage of
the July 30, 1982 Board Resolution.
In the present case, the ratification was expressed through the July
30, 1982 Board Resolution. Asuncion claims that the July 30, 1982 Board
Resolution did not ratify the Board Resolution dated August 17, 1981 for
lack of the required number of votes because Juanito is not entitled to vote
while Leo voted "no" to the ratification of the sale even if the minutes stated
otherwise.
Asuncion assails the authority of Juanito to vote because he was not
a director and he did not own any share of stock which would qualify him to
be one. On the contrary, Juanito defends his right to vote as the
representative of Teresita's estate. Upon examination of the July 30, 1982
minutes of the meeting, it can be deduced that the meeting is a joint
stockholders and directors' meeting. The Court takes into account that
majority of the board of directors except for Asuncion, had already
approved of the sale to the spouses Tanjangco prior to this meeting. As a
consequence, the power to ratify the previous resolutions and actions of
the board of directors in this case lies in the stockholders, not in the board
of directors. It would be absurd to require the board of directors to ratify
their own acts — acts which the same directors already approved of
beforehand. Hence, Juanito, as the administrator of Teresita's estate even
though not a director, is entitled to vote on behalf of Teresita's estate as the
administrator thereof. The Court reiterates its ruling in Tan v. Sycip, 40 viz.:
In stock corporations, shareholders may generally transfer their
shares. Thus, on the death of a shareholder, the executor or
administrator duly appointed by the Court is vested with the
legal title to the stock and entitled to vote it. Until a settlement
and division of the estate is effected, the stocks of the decedent are
held by the administrator or executor. 41 (Citation omitted and
emphasis ours)
On the issue that Leo voted against the ratification of sale, the Court
notes that only Juanito, Benjamin and Rosendo signed the minutes of the
meeting. It was also not stated who prepared the minutes, given that
Asuncion as the corporate secretary refused to record the same. Also, it
was not explained why Leo was not able to affix his signature on the said
minutes if he really voted in favor of the ratification of the sale. What's
more, Leo was not presented to testify on the witness stand. Hence,
contrary to the position adopted by the CA, only those whose signatures
appear on the minutes of the meeting can be said to have voted in favor of
the ratification. This case must be differentiated from the Court's ruling in
People v. Dumlao, et al. 42 ADaSET
In Dumlao, the Court ruled that the signing of the minutes by all the
directors is not a requisite and that the lack of signatures on the minutes
does not mean that the resolution was not passed by the board. However,
there is a notable disparity between the facts in Dumlao and the instant
case. In Dumlao, the corporate secretary therein recorded, prepared and
certified the correctness of the minutes of the meeting despite the fact that
not all directors signed the minutes. In this case, it could not even be
established who recorded the minutes in view of Asuncion's refusal to do
so, as demonstrated during the cross examination of Benjamin by the
petitioners' counsel:
Q: I am showing to you Exhibit 14, I noticed that Exhibit 14 which
is the minutes of the meeting of the stockholders on July 30,
1982 was not prepared by a secretary but was prepared by
some members of the board.
A: I cannot recall anymore. I cannot give you an opinion on that,
because I will be guessing.
Q: From the minutes itself?
A: That is why I told you I cannot be certain if it was prepared by
the secretary or members of the board. This came into
existence. Eleven years ago is not a very short period.
Q: So you cannot remember now who prepared the minutes of

the meeting on July 17, 1982?
A: I cannot be accurate — I said that. 43

It is the signature of the corporate secretary, as the one who is
tasked to prepare and record the minutes, that gives the minutes of the
meeting probative value and credibility, as the Court explained in Dumlao,
to wit:
The non-signing by the majority of the members of the GSIS Board of
Trustees of the said minutes does not necessarily mean that the
supposed resolution was not approved by the board. The signing of
the minutes by all the members of the board is not required. There is
no provision in the Corporation Code of the Philippines that requires
that the minutes of the meeting should be signed by all the members
of the board.
The proper custodian of the books, minutes and official records
of a corporation is usually the corporate secretary. Being the
custodian of corporate records, the corporate secretary has the
duty to record and prepare the minutes of the meeting. The
signature of the corporate secretary gives the minutes of the
meeting probative value and credibility. In this case, Antonio
Eduardo B. Nachura, Deputy Corporate Secretary, recorded,
prepared and certified the correctness of the minutes of the meeting
of 23 April 1982; and the same was confirmed by Leonilo M.
Ocampo, Chairman of the GSIS Board of Trustees. Said minutes
contained the statement that the board approved the sale of the
properties, subject matter of this case, to respondent La'o. 44
(Citations omitted and emphasis ours)
Thus, without the certification of the corporate secretary, it is
incumbent upon the other directors or stockholders as the case may be, to
submit proof that the minutes of the meeting is accurate and reflective of
what transpired during the meeting. Conformably to the foregoing, in the
absence of Asuncion's certification, only Juanito, Benjamin and Rosendo,
whose signatures appeared on the minutes, could be considered as to
have ratified the sale to the spouses Tanjangco.
Yet, notwithstanding the lack of Leo's signature to prove that he
indeed voted in favor of the ratification, the results are just the same for he
owns one share of stock only. Pitted against the shares of the other
stockholders who voted in favor of ratification, Asuncion and Leo were
clearly outvoted:
Ms. [ASUNCION] LOPEZ 7,831 shares
Mr. BENJAMIN B. BERNARDINO 1 share
and representing Arturo F. Lopez 7,831 shares
Mr. JUANITO L. SANTOS
(representing the Estate of Teresita Lopez Marquez) 7,830 shares
Mr. LEO RIVERA 1 share

Mr. ROSENDO DE LEON 5 shares
–––––––––––
TOTAL SHARES REPRESENTED 23,499 shares 45
==========
In sum, whatever defect there was on the sale to the spouses
Tanjangco pursuant to the August 17, 1981 Board Resolution, the same
was cured through its ratification in the July 30, 1982 Board Resolution. It
is of no moment whether Arturo was authorized to merely negotiate or to
enter into a contract of sale on behalf of LRI as all his actions in connection
to the sale were expressly ratified by the stockholders holding 67% of the
outstanding capital stock. EaHIDC
In Cua, Jr., et al. v. Tan, et al., 46 the Court held that by virtue of
ratification, the acts of the board of directors become the acts of the
stockholders themselves, even if those acts were, at the outset,
unauthorized:
Clearly, the acquisition by PRCI of JTH and the constitution of
the JTH Board of Directors are no longer just the acts of the
majority of the PRCI Board of Directors, but also of the majority
of the PRCI stockholders. By ratification, even an unauthorized
act of an agent becomes the authorized act of the principal. To
declare the Resolution dated 26 September 2006 of the PRCI Board
of Directors null and void will serve no practical use or value, or affect
any of the rights of the parties, because the Resolution dated 7
November 2006 of the PRCI stockholders — approving and ratifying
said acquisition and the manner in which PRCI shall constitute the
JTH Board of Directors — will still remain valid and binding. 47
(Citation omitted and emphasis ours)
Compromise agreement
The remaining issue is whether the spouses Tanjangco could be
held liable for damages for reneging on an alleged verbal compromise
agreement.
There is no reason for the Court to disturb the unanimous findings of
the CA and the trial court that no compromise agreement was perfected
between the parties. The existence of a perfected contract is a finding of
fact that the Court will not disturb if there is substantial evidence supporting
it. "Basic is the rule that factual findings of trial courts, including their
assessment of the witnesses' credibility, are entitled to great weight and
respect by this Court, particularly when the [CA] affirms the findings." 48 For
this reason, the spouses Tanjangco may not be compelled to honor a
compromise agreement that never left the negotiation phase and be held
liable for the alleged damages Asuncion incurred as a result of her
attempts to comply to the provisions thereof.
WHEREFORE, the instant petition is DENIED. The Decision dated

February 22, 2002 of the Court of Appeals in CA-G.R. CV No. 63519 is
hereby AFFIRMED. TcIHDa
SO ORDERED.
Velasco, Jr., Villarama, Jr., Perlas-Bernabe * and Jardeleza, JJ.,
concur.
Footnotes
* Acting Member per Special Order No. 1866 dated November 4, 2014 vice
Associate Justice Diosdado M. Peralta.
1. Rollo, pp. 12-43.
2. Penned by Associate Justice Teodoro P. Regino, with Associate Justices
Eugenio S. Labitoria and Rebecca De Guia-Salvador, concurring; id. at 299-
327.
3. Issued by Judge Ruben A. Mendiola; id. at 46-56.
4. Id. at 15.
5. Id.
6. Id. at 371-372.
7. See Appellant's Brief; id. at 87.
8. Id. at 47.
9. Id. at 247-248.
10. Id. at 86.
11. Id. at 87.
12. Id. at 87-88, 312.
13. Id. at 88-89.
14. Id. at 89-90.
15. Id. at 90.
16. Id. at 302.
17. Records, pp. 1-11.
18. Rollo, p. 364.
19. Id. at 255, 377.
20. Id. at 364.
21. Id. at 365.
22. Id. at 91-92, 255-256, 378; records, p. 182.
23. Id. at 365.
24. Id.
25. Id. at 366.
26. Id. at 302-303.
27. Id. at 48.
28. Id. at 46-56.
29. Id. at 55-56.
30. Id. at 51-52.
31. Id. at 54-55.
32. Id. at 55.
33. 317 Phil. 216 (1995).
34. Rollo, pp. 313-314.
35. Id. at 315-318.
36. Id. at 308-310.
37. Id. at 325-326.
38. Supra note 33, at 226.
39. Yasuma v. Heirs of Cecilio S. de Villa, 531 Phil. 62, 68 (2006).
40. 530 Phil. 609 (2006).
41. Id. at 625.
42. 599 Phil. 565 (2009).
43. TSN, August 11, 1995, p. 41.
44. Supra note 42, at 581-582.
45. Records, p. 180.
46. 622 Phil. 661 (2009).
47. Id. at 720.
48. Eduarte v. People, 603 Phil. 504, 512-513 (2009).

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1/20/2018 G.R. No. 154291 | Lopez Realty, Inc. v.

[G.R. No. 154291. November 12, 2014.]

LOPEZ REALTY, INC. and ASUNCION LOPEZ-GONZALEZ,

This is a Petition for Review 1 under Rule 45 of the Rules of Court

1) 50% — upon registration

On July 28, 1981, Teresita died. 7

On August 25, 1981, on the strength of the foregoing board

Upon Asuncion's arrival, the Board had a meeting on September 16,

On November 21, 1981, the spouses Tanjangco filed a motion for

Leo Rivera — yes

On November 11, 1982, the executor of Teresita's estate, Juanito L.

2. Directing the Register of Deeds of Manila to cancel Transfer

Nonetheless, the trial court denied Asuncion's claim for damages as

allegedly convened without prior notice to the directors. The high

The CA likewise ruled that whatever infirmity attended the August

A sale or other disposition shall be deemed to cover

Going back to the board of directors, even excluding the affirmative

The CA nonetheless upheld the trial court's jurisdiction over the

In the determination of whether the Securities and Exchange

Reading the title of the Complaint, dated October 31, 1981,

c) the cause of action actually devolves on the

stage of the proceedings when she allowed the appellants

Resolving the claim of damages allegedly sustained when appellant

The Petitioner's Case

The Spouses Tanjangco's Case

Q: So you cannot remember now who prepared the minutes of

A: I cannot be accurate — I said that. 43

Mr. LEO RIVERA 1 share

WHEREFORE, the instant petition is DENIED. The Decision dated

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