G.R. No. L-45048 - Batong Buhay Gold Mines, Inc. vs. Court of Appeals

The case involves a dispute over the transfer of shares of stock between Batong Buhay Gold Mines, Inc. (petitioner) and INCO Mining Corporation (respondent).
Francisco Aguac, who was legally married to Paula G. Aguac but had been separated from her for over 14 years, owned 62,495 shares of Batong Buhay Gold Mines, Inc. These shares were covered by Stock Certificate No. 16807.

On December 16, 1969, Francisco Aguac sold his 62,495 shares to INCO Mining Corporation for P9,374.70, evidenced by a deed of sale (Exhibit D).
The sale was made without the knowledge or consent of his wife, Paula G. Aguac.

On the same day as the sale, Paula G. Aguac wrote a letter to the president of Batong Buhay Gold Mines, Inc., requesting that the transfer of the shares be withheld. She claimed that the shares were conjugal property and that her share of the proceeds was not given to her (Exhibit 1).

On January 5, 1970, INCO Mining Corporation, through its counsel, presented Stock Certificate No. 16807, duly endorsed by Francisco Aguac, for registration and transfer to its name (Exhibit F).
The transfer agent, Del Rosario and Company, informed INCO Mining Corporation that there was a "technical problem" with the transfer and advised them to communicate directly with Batong Buhay Gold Mines, Inc. (Exhibit I).

On March 5, 1970, INCO Mining Corporation filed a case in the Court of First Instance (CFI) of Manila, seeking the transfer of the shares and damages.
The CFI issued a writ of preliminary mandatory injunction on March 16, 1970, ordering the transfer of the shares to INCO Mining Corporation.
The CFI later rendered a judgment on October 28, 1971, ordering the transfer of the shares and declaring the writ of preliminary mandatory injunction permanent.

INCO Mining Corporation appealed to the Court of Appeals, seeking damages for the wrongful refusal to transfer the shares.
The Court of Appeals modified the CFI decision, ordering Batong Buhay Gold Mines, Inc. to pay INCO Mining Corporation P5,625.55 with interest and dismissing the complaint against Del Rosario and Company.

Award of Damages for Unrealized Profits: Whether the Court of Appeals erred in awarding damages for unrealized profits (lucro cesante) to INCO Mining Corporation without sufficient evidence.
Opportunity to Present New Evidence: Whether the Court of Appeals erred in denying Batong Buhay Gold Mines, Inc. the opportunity to present newly discovered evidence that could have been material to its case.

The Supreme Court ruled in favor of Batong Buhay Gold Mines, Inc. and set aside the decision of the Court of Appeals.
The Court held that the award of damages for unrealized profits was speculative and not supported by sufficient evidence.
The Court found no necessity to discuss the second issue regarding the presentation of new evidence.

Speculative Damages Cannot Be Recovered: The Court emphasized that damages for unrealized profits must be proven with certainty and cannot be based on speculation or conjecture. The rise and fall in the value of shares are inherently unpredictable, and any claim for unrealized profits must be supported by concrete evidence.
No Evidence of Intent to Sell: The Court noted that there was no evidence showing that INCO Mining Corporation intended to sell the shares at a specific time or price. Therefore, the claim for unrealized profits was purely speculative.
Reinstatement of CFI Decision: The Supreme Court reinstated the decision of the trial court, which ordered the transfer of the shares but did not award damages for unrealized profits.

The Supreme Court reversed the Court of Appeals' decision, reinstating the trial court's judgment and denying the award of speculative damages to INCO Mining Corporation.