Case Digest (G.R. No. 155173) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In Lafarge Cement Philippines, Inc., et al. vs. Continental Cement Corporation, et al. (G.R. No. 155173, November 23, 2004), petitioners Lafarge Cement Philippines, Inc. (formerly Lafarge Philippines, Inc.), Luzon Continental Land Corporation, Continental Operating Corporation, and Philip Roseberg entered into a Letter of Intent on August 11, 1998 and a Sale and Purchase Agreement on October 21, 1998 with respondent Continental Cement Corporation (CCC) for the acquisition of CCC’s cement business. Under Clause 2(c) of the SPA, P117,020,846.84 was to be retained in an interest-bearing account for possible liability in an ongoing Supreme Court case, Asset Privatization Trust v. Court of Appeals and Continental Cement Corporation (G.R. No. 119712). After the decision in favor of APT became final, petitioners refused to remit the retained amount, prompting CCC to file on June 20, 2000 a Complaint with Application for Preliminary Attachment (Civil Case No. Q-00-41103) seeking specifi Case Digest (G.R. No. 155173) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Background of the Transaction
- On August 11, 1998, Petitioners Lafarge Cement Philippines, Inc. (formerly Lafarge Philippines, Inc.) and Luzon Continental Land Corporation (LCLC), among others, executed a Letter of Intent to purchase Continental Cement Corporation’s (CCC) cement business.
- On October 21, 1998, a Sale and Purchase Agreement (SPA) was signed; Clause 2(c) provided that P117,020,846.84 (equivalent to US$2,799,140) be retained in an interest-bearing account for payment to Asset Privatization Trust (APT) pending Supreme Court decision in APT v. CA & CCC (G.R. No. 119712).
- Arising Dispute and Initial Proceedings
- After the Supreme Court decision in favor of APT became final and CCC’s repeated requests, Petitioners refused to remmit the retained amount.
- On June 20, 2000, CCC filed before the RTC of Quezon City (Branch 80) Civil Case No. Q-00-41103: a Complaint with Application for Preliminary Attachment seeking payment of the “APT Retained Amount.”
- Petitioners’ Responsive Pleadings and Counterclaims
- Petitioners moved to dismiss CCC’s complaint for alleged forum-shopping; the RTC denied the motion on November 14, 2000, and Petitioners appealed to the Court of Appeals.
- To avoid default, Petitioners filed an Answer with Compulsory Counterclaims ad cautelam against CCC, its president Gregory T. Lim, and corporate secretary Anthony A. Mariano, claiming P2.7 million actual damages each, P100 million exemplary damages each, P100 million moral damages each, and P5 million attorney’s fees each, alleging bad-faith procurement of the attachment writ.
- Trial Court’s Orders
- On May 22, 2002, the RTC dismissed Petitioners’ counterclaims, ruling:
- Counterclaims against Lim and Mariano were not compulsory.
- Sapugay v. CA was inapplicable.
- Petitioners violated the rule on joinder of causes of action.
- On September 3, 2002, the RTC, in an Amended Order, clarified it dismissed the counterclaims “insofar as” they impleaded Lim and Mariano, but admitted they were pleaded against CCC as well.
Issues:
- Compulsoriness and Joinder
- Whether the RTC erred in ruling that Petitioners’ counterclaims against Lim and Mariano are not compulsory.
- Whether the RTC erred in finding Sapugay v. CA inapplicable and that Petitioners violated the joinder rule.
- Corporate Personality and Authority
- Whether the RTC gravely erred in holding that CCC lacked personality to move to dismiss counterclaims on behalf of Lim and Mariano.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)