FOREST HILLS GOLF AND COUNTRY CLUB VS VERTEX SALES AND TRADING INC..docx

SECOND DIVISIONG.R. No. 202079 June 10, 2013FIL-ESTATE GOLF AND DEVELOPMENT, INC. n! FILESTATE LAND, INC., Petitioners, vs.VERTE" SALES AND TRADING, INC., Respondent.D E C I S I O N#RION, J.:Before the Court is the petition for review on certiorari1 under Rue !" of the Rues of Court, fied #$ petitioners %i&Estate 'of and Deveop(ent, Inc. )%E'DI* and %i&Estate +and, Inc. )%E+*, assaiin, the decision- dated %e#ruar$ --, -.1- and the resoution/ dated 0a$ /1, -.1- of the Court of 1ppeas )C1* in C1&'.R. CV No. 23-34. 5he assaied C1 ruin,s reversed the decision dated 0arch 1, -..6 of the Re,iona 5ria Court )R5C* of Pasi, Cit$, Branch 141, in Civi Case No. 42631.!57E %1C5S%E'DI is a stoc8 corporation whose pri(ar$ #usiness is the deveop(ent of ,of courses. %E+I is aso a stoc8 corporation, #ut is en,a,ed in rea estate deveop(ent. %E'DI was the deveoper of the%orest 7is 'of and Countr$ Cu# )%orest 7is* and, in consideration for its financin, support and construction efforts, was issued severa shares of stoc8 of %orest 7is.So(eti(e in 1u,ust 1336, %E'DI sod, on insta(ent, to RS 1suncion Construction Corporation )RS1CC* one Cass 9C9 Co((on Share of %orest 7is for P1,1..,....... Prior to the fu pa$(ent of the purchase price, RS1CC sod, on %e#ruar$ 11, 1333," the Cass 9C9 Co((on Share to respondent Verte: Saes and 5radin,, Inc. )Verte:*. RS1CC advised %E'DI of the sae to Verte: and %E'DI, in turn, instructed %orest 7is to reco,ni;e Verte: as a sharehoder. %or this reason, Verte: enanuar$ 6, -..- a Co(paint for Rescission with Da(a,es and 1ttach(ent a,ainst %E'DI, %E+I and %orest 7is. It averred that the petitioners defauted in their o#i,ation as seers when the$ faied and refused to issue the stoc8 certificate coverin, the su#anuar$ -/, -..-*, a certificate of stoc8 was issued in Verte:=s na(e, #ut Verte: refused to accept it.R@+IN' O% 57E R5C5he R5C dis(issed the co(paint for insufficienc$ of evidence. It rued that dea$ in the issuance of stoc8 certificates does not warrant rescission of the contract as this constituted a (ere casua or si,ht #reach. It aso o#served that notwithstandin, the dea$ in the issuance of the stoc8 certificate, the sae had aread$ #een consu((atedA the issuance of the stoc8 certificate is