Title
Kaoru Tokuda vs. Gonzales
Case
G.R. No. 139628
Decision Date
May 5, 2006
Shareholders dispute over stock assignment, harassment claims, and damages; courts upheld validity of assignment, ruled harassment occurred, and denied appeal due to untimely objections.

Case Digest (G.R. No. 202976)
Expanded Legal Reasoning Model

Facts:

  • Background and Transaction
    • Respondent Manila Asia Travel Service Corporation is a domestic corporation primarily engaged in selling, arranging, or furnishing travel information, managed by its president Milagros Gonzales.
    • In 1989, Milagros Gonzales, acting in her capacity as president, assigned her subscription in the travel agency to the petitioners, Kaoru Tokuda and Rosalina Tokuda, consisting of 1,500 shares of stock with a par value of P200 per share, amounting to a total consideration of P300,000.
    • The payment terms provided for an immediate payment of P115,500, with the remaining balance of P184,500 to be payable within 90 days.
  • Office Arrangement and Subleasing Context
    • Subsequent to the assignment, Kaoru Tokuda was elected vice-president of the travel agency.
    • The travel agency then transferred its office to the Tokudas’ business premises and subleased a 30-square meter portion of the office space.
    • The initial payment breakdown included various expenses: P96,000 as office rental for one year, P11,825.20 for office improvements, P2,000 for painting, P5,000 as part payment for a printing press, and P354.50 for representation expenses.
  • Controversy and Alleged Harassing Acts
    • Dispute arose when petitioners, along with co-petitioners Isabelita Rana and Lorna Lira, complained about the delaying of passport application for one Rosemarie Adlaon.
    • In response to the complaint, petitioners allegedly engaged in acts of harassment against respondents:
      • Petitioners turned off the office lights.
      • They locked the door leading to the toilet and water facilities.
      • They disconnected the telephone extension and sequestered the telephone units.
      • They removed the office sign and posters.
      • They padlocked the main door to the respondents’ office.
  • Initiation of Legal Proceedings and Trial Court Decision
    • Respondents subsequently filed a complaint for damages and sought an injunction, asking for the issuance of either a preliminary prohibitory injunction, a preliminary mandatory injunction, or a restraining order.
    • After a trial on the merits, the Regional Trial Court (RTC) of Makati City, Branch 63, rendered a decision:
      • The preliminary injunction issued on September 21, 1989 was declared permanent.
      • Petitioners were ordered to pay various sums to respondents:
        • P30,000 for the value of office items (sign board, typewriter, etc.) taken.
        • P30,000 for unearned income from July 3 to July 8, 1989, plus accrued interest.
        • P100,000 as moral damages.
        • P50,000 as exemplary damages.
        • P50,000 as attorney’s fees.
      • The petitioners were also ordered to pay the costs of the suit.
  • Appeals and Contentions on Certiorari
    • Dissatisfied with the RTC decision, petitioners appealed to the Court of Appeals.
    • Petitioners raised several grounds on appeal:
      • They disputed the validity of the share assignment, claiming that Rosalina Tokuda did not agree to the assignment and that the assignment lacked conformity.
      • They denied engaging in the subleasing of office premises, arguing that their lease contract with the building owner expressly prohibited subleasing.
      • They contended that the acts described as harassment were merely legitimate exercises carried out in the main office.
      • They argued that the disconnection of the telephone line was performed by the telephone company upon discovering an illegal connection, not by them.
      • They maintained that they were denied their day in court when the RTC submitted the case for decision after their non-appearance on July 6, 1992, arguing that this barred a fair trial.
  • Respondents’ Defense and Evidence
    • Respondents countered the petitioners’ contentions by asserting that:
      • The assignment of 1,500 shares was confirmed by petitioners’ own affidavit dated April 28, 1989, supported by receipts presented during trial.
      • The contractual subleasing prohibition was not substantiated with any lease contract evidence from the petitioners.
      • Any violation of such provisions only aggravated the petitioners’ liability stemming from their own wrongful acts.
      • Petitioners’ failure to object to procedural orders, particularly regarding the day in court issue, nullified their current arguments.

Issues:

  • Validity of the Share Assignment
    • Whether the assignment of 1,500 shares to the petitioners was valid and binding, particularly in view of petitioners’ contention that Rosalina Tokuda did not agree to the assignment.
    • Whether the confirmation by affidavit and the supporting receipts established conclusive evidence in favor of the existence of the share assignment.
  • Legality of the Alleged Harassing Acts
    • Whether the acts of turning off the office lights, locking the door, disconnecting the telephone extension, sequestering telephone units, removing office signage, and padlocking the main door amounted to unlawful harassment.
    • Whether these acts justified the imposition of damages as determined by the trial court.
  • Procedural Issue on Day in Court
    • Whether petitioners were entitled to a new trial based on their claim of being denied their day in court when the RTC submitted the case for decision.
    • Whether the petitioners’ failure to raise this issue during the trial proceedings precluded its admission on appeal.

Ruling:

  • (Subscriber-Only)

Ratio:

  • (Subscriber-Only)

Doctrine:

  • (Subscriber-Only)

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