4.-Pulumbarit-V-Court of Appeals

Pulumbarit v CA
Facts:
Sometime in 1982, San Juan Macias Memorial Park, Inc. (SJMMPI), through its President
Lourdes Pascual, authorized Atty. Soledad de Jesus to look for a buyer for the San Juan
Memorial Park for P1.5 Million. Thereafter, Pascual, Leonila Acasio, and the other officers of
SJMMPI were introduced to Nemencio Pulumbarit. The parties eventually came to an
agreement, with Pulumbarit issuing 18 checks in the name of SJMMPI’s Secretary-Treasurer
Acasio. Pulumbarit and/or his lawyer took charge of reducing the agreement into writing and
securing the signatures of all concerned parties. On June 13, 1983, Pascual et. al sent a letter to
Palumbarit requesting for a copy of their written agreement and to reissue new checks to
replace the ones he previously issued due to termination of Acasio’s services with SJMMPI.
Failing to get a favourable response, Pascual et. al filed a Complaint for Rescission of Contract,
Damages, and Accounting with Prayer for Preliminary Injunction or Receivership against
Pulumbarit. Trial ensued and procedural matters were discussed leading to the consolidation of
two cases because when a decision was rendered by the trial court favouring Pascual et. al, the
latter moved for discretionary execution pending appeal of Pulumbarit. There is however one
issue that is controlling in this case in order to resolve who between Pascual et. al and
Pulumbarit should prevail. It was the contention of Pascual et. al that the agreement they
entered into with Pulumbarit is only a Management Contract with Option to Buy. Pascual et. al
even presented an expert witness from the NBI in order to testify that the purported
Memorandum of Agreement containing a stipulation supposedly showing the intention of the
parties to sell the memorial park does not actually reflect the terms and conditions actually
agreed upon by the parties.
Issue: Whether the agreement between the parties was a contract to sell the shares of SJMMPI
or a contract of sale or a management contract with option to buy.
Ruling: Agreement between the parties was a contract to sell the shares of SJMMPI and not a
contract of sale or a management contract with option to buy.
xxx
We affirm the findings of the CA insofar as it ruled that the parties did not contemplate
a management contract with option to buy. We nevertheless rule that the agreement entered
into by the parties was not a contract of sale, but rather, a contract to sell the shares of
SJMMPI.
The text of the MOA between the parties shows that their agreement was a contract to
sell SJMMPI shares. The pertinent portion of page three of the MOA reads:
4.The shares of stocks stated above and subject matter of this Agreement will only be
transferred in the name of the PARTY OF THE SECOND PART, its heirs, successors and
assigns upon full payment and/or full satisfaction thereon of the consideration of this
agreement.
While Pascual et. al are technically correct in arguing that they did not enter into a
contract of sale with Pulumbarit, they cannot deny the existence of the stipulation in page
three of the MOA evidencing a contract to sell and negating their claim of a management
contract with option to buy. Notably, page three bears the signatures of Pulumbarit, Pascual,
and the other SJMMPI stockholders. We further note that Pascual did not dispute the
authenticity of her signature appearing on page there of the MOA. Neither did she allege during
the course of the proceedings that she signed another document or entered into another
written transaction with Pulumbarit aside from the MOA.
Even though the NBI Questioned Document Report No. 102-384 (Report) stated that
page two of the document was typed from a typewriter different from that used in typing pages
one, three, and four, the same report was inconclusive as to the possibility of falsification. The
Report does not contain any categorical statement from the NBI Examiner that the pages were
substituted or that the MOA was spurious or falsified

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