FIRST DIVISION
G.R. No. 214303, January 30, 2017
DELFIN C. GONZALEZ, JR., Petitioner, v. MAGDALENO M. PEÑA, ALABANG COUNTRY CLUB, INC., AND MS. ARSENIA VERA, Respondents.
R E S O L U T I O N
SERENO, C.J.:
Before this Court is a Petition for Review on Certiorari assailing the Omnibus Resolution and Resolution of the Regional Trial Court (RTC) of Makati City, Branch 65,1 which denied the prayer of petitioner Delfin C. Gonzalez, Jr. to be restored as owner of the shares issued by respondent Alabang Country Club, Inc. (ACCI).
The facts in this case are not disputed.
In its Decision dated 28 May 1999, the RTC of Bago City adjudged petitioner liable to respondent Magdaleno M. Peña for the payment of the agency's fees and damages amounting to P28.5 million. Petitioner, together with his co-petitioners in that case,2 appealed the Decision, while Peña moved for execution pending appeal of this ruling. The grant of that motion resulted in the sale to Peña of petitioner's ACCI shares on 16 October 2000.3 Through a private sale on 2 May 2001, he was able to sell and transfer the subject shares to respondent Arsenia Vera.4
On 19 October 2011, this Court issued a Decision in G.R. Nos. 145817, 145822, 162562, entitled Urban Bank, Inc. v. Peña, which vacated with finality the Decision of the RTC of Sago City dated 28 May 1999.5
Considering that the Decision of the RTC of Bago City had been completely vacated and declared null and void, this Court held that the concomitant execution pending appeal was likewise null and without effect. Thus, we held that Urban Bank and its officers and directors, including petitioner herein, were entitled to the full restoration of their ownership and possession of all properties that were executed pending appeal, such as the subject shares. In the dispositive portion of the Decision, we categorically issued the fo1lowing directives:6
a. Urban Bank, Teodoro Borlongan, Delfin C. Gonzalez, Jr., Benjamin L. de Leon, P. Siervo H. Dizon, Eric L. Lee, Ben Y. Lim, Jr., Corazon Bejasa, and Arturo Manuel, Jr. (respondent bank officers) shall be restored to full ownership and possession of all properties executed pending appeal;chanrobleslawWe then ordered that the proceedings with respect to any due restitution under the circumstances shall be transferred to a regional trial court in the National Capital Region, Makati City.
b. If the property levied or garnished has been sold on execution pending appeal and Atty. Magdaleno Peña is the winning bidder or purchaser, he must fully restore the property to Urban Bank or respondent bank officers, and if actual restitution of the property is impossible, then he shall pay the full value of the property at the time of its seizure, with interest;chanrobleslaw
c. If the property levied or garnished has been sold to a third party purchaser at the public auction, and title to the property has not been validly and timely transferred to the name of the third party, the ownership and possession of the property shall be returned to Urban Bank or respondent bank officers, subject to the third party's right to claim restitution for the purchase price paid at the execution sale against the judgment creditor;chanrobleslaw
d. If the purchaser at the public auction is a third party, and title to the property has already been validly and timely transferred to the name of that party, Atty. Peña must pay Urban Bank or respondent bank officers the amount realized from the sheriffs sale of that property, with interest from the time the property was seized. (Emphasis and underscoring in the original)
IV. PROPERTIES SUBJECT OF RESTITUTION OR REPARATION OF DAMAGES WITH RESPECT TO DELFIN C. GONZALEZ, JR.:chanRoblesvirtualLawlibraryAside from herein petitioner, Delfin C. Gonzalez, Jr., his co-petitioners in Urban Bank Eric L. Lee and Urban Bank, were likewise not restored to their ownership of their movable properties. The RTC held that:8
x x x x
c. The title to the share in Alabang Country Club having been validly and timely transferred to the name of Arsenia Vera, Magdaleno Peña shall pay Delfin C. Gonzalez, Jr. the full value of the property at the time of its seizure with interest counted as of said date.
SO ORDERED.
I. PROPERTIES SUBJECT OF RESTITUTION OR REPARATION OF DAMAGES WITH RESPECT TO URBAN BANK (NOW EXPORT INDUSTRY BANK):chanRoblesvirtualLawlibraryIn all these instances, the RTC refused to restore to Urban Bank, Eric L. Lee, and Delfin C. Gonzales, Jr. the actual ownership of their respective club shares on the pretext that these had already been transferred to third parties.
x x x x
b. Regarding the three (3) shares of Urban Bank in Tagaytay Highlands International Golf Club previously covered by Certificate Nos. 3027, 3166, and 3543 which are now in the names of third parties under Certificate Nos. 3848, 3847, and 3837, respectively, Magdaleno Peña must pay Urban Bank the amount realized from the sheriff's sale of these three (3) shares, with interest from the time these properties were seized;
x x x x
II. PROPERTIES SUBJECT OF RESTITUTION OR REPARATION OF DAMAGES WITH RESPECT TO ERIC L. LEE:chanRoblesvirtualLawlibrary
x x x x
b. Regarding the Manila Golf and Country Club previously in the name of Eric Lee which was validly and timely transferred in the name of Jose Singson, Magdaleno Peña must pay Eric Lee the amount realized from the sheriff's sale thereof, with interest from the time the said share was seized;
c. As to the share in Sta. Elena Golf Club (previously Certificate No. M099A), the title thereto having been validly and timely transferred in the name of Oscar Reyes and later to his assignee, Christian Osmond Reyes, Magdaleno Peña must pay Eric Lee the amount realized from the sheriff's sale, with interest from the time the property was seized;
x x x x
b. If the property levied or garnished has been sold on execution pending appeal and Atty. Magdaleno Peña is the winning bidder or purchaser, he must fully restore the property to Urban Bank or respondent bank officers, and if actual restitution of the property is impossible, then he shall pay the full value of the property at the time of its seizure, with interest; (Emphasis supplied)There is no factual dispute that Peña acquired the ACCI shares of petitioner by virtue of a winning bid in an execution sale that had already been declared by this Court, with finality, as null and void. In no uncertain terms, we declared that the "concomitant execution pending appeal is likewise without any effect. x x x. Consequently, all levies, garnishment and sales executed pending appeal are declared null and void, with the concomitant duty of restitution x x x."13
I. PROPERTIES SUBJECT OF RESTITUTION OR REPARATION OF DAMAGES WITH RESPECT TO URBAN BANK (NOW EXPORT INDUSTRY BANK):chanRoblesvirtualLawlibraryB. ORDER the presiding judge of the Regional Trial Court of Makati City, Branch 65 to EXECUTE FULLY AND WITH DISPATCH, WITH RESPECT TO ALL PERSONS AND PROPERTIES COVERED, the Decision of this Court dated 19 October 2011 in G.R. Nos. 145817, 145822, and 162562 to restore and deliver to Urban Bank and its directors the full ownership and possession of all their actual properties executed pending appeal.
x x x x
b. Regarding the three (3) shares of Urban Bank in Tagaytay Highlands International Golf Club previously covered by Certificate Nos. 3027, 3166, and 3543 which are now in the names of third parties under Certificate Nos. 3848, 3847, and 3837, respectively, Magdaleno Peña must pay Urban Bank the amount realized from the sheriff's sale of these three (3) shares, with interest from the time these properties were seized;
x x x x
II. PROPERTIES SUBJECT OF RESTITUTION OR REPARATION OF DAMAGES WITH RESPECT TO ERIC L. LEE:chanRoblesvirtualLawlibrary
x x x x
b. Regarding the Manila Golf and Country Club previously in the name of Eric Lee which was validly and timely transferred in the name of Jose Singson, Magdaleno Peña must pay Eric Lee the amount realized from the sheriff's sale thereof, with interest from the time the said share was seized;c. As to the share in Sta. Elena Golf Club (previously Certificate No. M099A), the title thereto having been validly and timely transferred in the name of Oscar Reyes and later to his assignee, Christian Osmond Reyes, Magdaleno Peña must pay Eric Lee the amount realized from the sheriff's sale, with interest from the time the property was seized;
x x x x
IV. PROPERTIES SUBJECT OF RESTITUTION OR REPARATION OF DAMAGES WITH RESPECT TO DELFIN C. GONZALEZ, JR.:chanRoblesvirtualLawlibrary
x x x x
c. The title to the share in Alabang Country Club having been validly and timely transferred to the name of Arsenia Vera, Magdaleno Peña shall pay Delfin C. Gonzalez, Jr. the full value of the property at the time of its seizure with interest counted as of said date.
Endnotes:
1Rollo, pp. 162-208, 209-214. The Omnibus Resolution dated 30 April 2014 and Resolution dated 17 September 2014 in Civil Case No. 12-758 was penned by Presiding Judge Edgardo M. Caldona.
2 His co-petitioners are Urban Bank, Inc., Benjamin L. de Leon, and Eric L. Lee.
3 Rollo, pp. 216-217; Order of the RTC of Bago City, Branch 62, dated 18 October 2000.
4 Id. at 220; letter dated 15 June 2004 issued by Alabang Country Club, Inc.
5 Id. at 134-137; Entry of Judgment made on 9 May 2012.
6Urban Bank, Inc. v. Peña, 675 Phil. 474, 584-585 (2011).
7Rollo, pp. 207-208.
8 Id. at 204-206.
9 Id. at 289-298.
10 Id. at 330-335.
11 Id. at 337; Proof of Service of the Resolution of this Court dated 28 June 2016 reiterating compliance with the requirement to file a separate comment per Resolution dated 23 February 2015.
12Urban Bank, Inc. v. Peña, 675 Phil. 474, 584 (2011).
13Urban Bank, Inc. v. Peña, 675 Phil. 474, 555 (2011).
14Conjugal Partnership of the Spouses Cadavedo v. Lacaya, 724 Phil. 300 (2014).
15Dingal v. Intermediate Appellate Court, 252 Phil. 395 (1989).
16 CIVIL CODE OF THE PHILIPPINES, Article 1266:ChanRoblesVirtualawlibraryThe debtor in obligations to do shall also be released when the prestation becomes legally or physically impossible without the fault of the obligor.17 CORPORATION CODE OF THE PHILIPPINES, Section 63:ChanRoblesVirtualawlibraryCertificate of Stock and Transfer of Shares. - The capital stock of stock corporations shall be divided into shares tor which certificates signed by the president or vice president, 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. x x x x (Emphasis supplied)