Case Digest (G.R. No. 202364) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In Arturo C. Calubad v. Ricarcen Development Corporation, petitioner Calubad extended a ₱4,000,000 loan to respondent Ricarcen on October 15, 2001, taking as security a mortgage over Ricarcen’s Sta. Mesa Heights, Quezon City property covered by TCT No. RT-84937. Acting as president, Marilyn R. Soliman signed the deed of mortgage and later, on December 6, 2001 and May 8, 2002, obtained additional loans of ₱1,000,000 and ₱2,000,000, respectively, under amendments of the original real estate mortgage. To establish her authority, Marilyn presented a board resolution and two secretary’s certificates allegedly executed by Ricarcen’s board and its corporate secretary, Elizabeth Villanueva, which later proved fabricated when the notary denied authentication and Elizabeth disowned the documents. After Ricarcen defaulted, Calubad foreclosed extrajudicially, became the highest bidder at the March 19, 2003 auction, and secured a certificate of sale on March 27, 2003, which was annotated on Case Digest (G.R. No. 202364) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Parties and Corporate Background
- Ricarcen Development Corporation (Ricarcen) was a domestic family corporation owning a parcel of land in Quezon City (TCT No. RT-84937). Its board included President Marilyn R. Soliman and members Erlinda, Josefelix, Maura Rico, Elizabeth, Theresa, and Annabelle Villanueva.
- Arturo C. Calubad (Calubad) is a private individual who lent money to Ricarcen.
- Loan and Mortgage Transactions
- October 15, 2001: Marilyn, as Ricarcen’s president, executed a Deed of Real Estate Mortgage to secure a P4,000,000 loan from Calubad, with interest (5% first month, 3% succeeding) and a 1% monthly penalty. The P200,000 first-month interest was deducted from proceeds.
- December 6, 2001 and May 8, 2002: Marilyn, relying on a Board Resolution (Oct. 15, 2001) and Secretary’s Certificates (Dec. 6, 2001; May 8, 2002), amended and increased the loan by P1,000,000 and then P2,000,000 under identical terms, using the same property as collateral.
- Default, Foreclosure, and Litigation
- Ricarcen defaulted in 2003. Calubad initiated extrajudicial foreclosure; was highest bidder on March 19, 2003 auction; issued Certificate of Sale (Mar. 27, 2003) and annotated it on the title (Apr. 10, 2003).
- Ricarcen learned of the transactions in July 2003, removed Marilyn as president, and on September 9, 2003 filed for annulment of the mortgages, foreclosure, and sale, alleging Marilyn lacked authority and that the Board Resolution and Secretary’s Certificates were fabricated.
- Lower Court Decisions
- RTC (Jan. 6, 2009): Annulled the three mortgage contracts, foreclosure, and sale; found no special power of attorney; held the corporate documents were fabricated; dismissed Registry employees.
- CA (Jan. 25, 2012): Affirmed the RTC decision; ruled the presumption of validity of corporate documents was overcome by clear evidence of fabrication; held Ricarcen acted promptly and was not estopped since it did not know of the mortgages or knowingly accept benefits.
Issues:
- Principal Issue
- Whether Ricarcen is estopped from denying Marilyn’s authority to contract loans and mortgages with Calubad under the doctrine of apparent authority.
- Subsidiary Issues
- Whether factual findings of lower courts may be reviewed in a Rule 45 petition (i.e., whether exceptions permitting review apply).
- Whether moral, exemplary damages, attorneys’ fees, and litigation costs are properly awarded.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)