G.R. No. 239576 - IP E-Game Ventures, Inc. vs. Tan

In 2010, IP E-Game Ventures, Inc. (“petitioner”) and George H. Tan (“respondent”) entered into an Incentive Agreement in connection with petitioner’s offer to purchase at least 75% of Digital Paradise, Inc. shares from ePLDT for ₱145,000,000.
The Agreement provided that if respondent successfully negotiated ePLDT’s acceptance of the offered price, petitioner would, no later than the execution of the definitive sale agreement, (a) pay respondent ₱5,000,000 in cash, and (b) convey shares of Digital Paradise, Inc. with a market value of ₱5,000,000.

On April 1, 2011, petitioner and ePLDT executed the share-sale agreement. Respondent received ₱3,700,000, leaving a balance of ₱1,300,000 cash and the ₱5,000,000 stock incentive unpaid.
Between February and July 2012, respondent sent demand letters for the unpaid balance and stock incentive. Petitioner claimed a supposed oral modification reducing the cash incentive to ₱3,700,000 and disputed stock valuation.

Respondent filed a Complaint for specific performance with collection of sum of money on October 18, 2012, offering to accept ₱4,000,000 actual damages and seeking moral, nominal, temperate, exemplary damages, and attorney’s fees.
Petitioner moved to dismiss for failure to state a cause of action, arguing no fixed performance date; the RTC denied the motion and its reconsideration in 2013.
RTC Decision (Dec. 1, 2015) found breach and ordered petitioner to pay respondent ₱4,000,000 actual damages, ₱30,000 attorney’s fees, and costs. Claims against corporate officers and petitioner’s counterclaim were dismissed.
The Court of Appeals affirmed in toto on December 8, 2017, and denied reconsideration on May 23, 2018. Petitioner filed a Rule 45 petition for review on certiorari before the Supreme Court.

Whether the obligation to convey shares worth ₱5,000,000 is already due and demandable.
Whether respondent sufficiently stated and proved a cause of action for breach of contract.