SECOND DIVISION G.R. No. 202079 June 10, 2013 FIL-ESTATE GOLF AND DEVELOPMENT, INC. and FILESTATE LAND, INC., Petitioners, vs. VERTEX SALES AND TRADING, INC., Respondent. D E C I S I O N BRION, J.: Before the Court is the petition for review on certiorari 1 under Rule 45 of the Rules of Court, filed by petitioners Fil-Estate Golf and Development, Inc. (FEGDI) and Fil-Estate Land, Inc. (FELl), assailing the decision 2 dated February 22, 2012 and the resolution 3 dated May 31, 2012 of the Court of Appeals (CA) in CA-G.R. CV No. 89296. The assailed CA rulings reversed the decision dated March 1, 2007 of the Regional Trial Court (RTC) of Pasig City, Branch 161, in Civil Case No. 68791. 4 THE FACTS FEGDI is a stock corporation whose primary business is the development of golf courses. FELI is also a stock corporation, but is engaged in real estate development. FEGDI was the developer of the Forest Hills Golf and Country Club (Forest Hills) and, in consideration for its financing support and construction efforts, was issued several shares of stock of Forest Hills. Sometime in August 1997, FEGDI sold, on installment, to RS Asuncion Construction Corporation (RSACC) one Class "C" Common Share of Forest Hills for P 1,100,000.00. Prior to the full payment of the purchase price, RSACC sold, on February 11, 1999, 5 the Class "C" Common Share to respondent Vertex Sales and Trading, Inc. (Vertex). RSACC advised FEGDI of the sale to Vertex and FEGDI, in turn, instructed Forest Hills to recognize Vertex as a shareholder. For this reason, Vertex enjoyed membership privileges in Forest Hills. Despite Vertex’s full payment, the share remained in the name of FEGDI. Seventeen (17) months after the sale (or on July 28, 2000), Vertex wrote FEDGI a letter demanding the issuance of a stock certificate in its name. FELI replied, initially requested Vertex to first pay the necessary fees for the transfer. Although Vertex complied with the request, no certificate was issued. This prompted Vertex to make a final demand on

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

Download DOCX Report

Upload
onryouyuki
View
285
Download
5

Embed Size (px)

DESCRIPTION

Citation preview

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