Case Digest (G.R. No. 144805) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In 523 Phil. 588 (G.R. No. 144805, June 8, 2006), petitioners Eduardo V. Litonjua, Jr. and Antonio K. Litonjua sought specific performance and damages against Eternit Corporation (now Eterton Multi-Resources Corporation), Eteroutremer, S.A. and Far East Bank & Trust Company. Since 1950, Eternit Corporation had operated on eight parcels of land in Mandaluyong City, titled in trust with Far East Bank. Ninety percent of its shares were owned by Belgian-based ESAC, whose Asia director, Claude Frederick Delsaux, together with EC’s President Jack Glanville, managed corporate affairs. In 1986 ESAC’s Committee for Asia instructed sale of these properties, engaging realtor Lauro G. Marquez at an asking price of ₱27,000,000.00. The Litonjuas offered ₱20,000,000.00, which Marquez relayed to Glanville and then to Delsaux. Only on February 12, 1987 did Delsaux respond with a counterproposal of US$1,000,000.00 plus ₱2,500,000.00, which the Litonjuas accepted and placed in escrow. Shortly ther... Case Digest (G.R. No. 144805) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Parties and Preliminary Background
- Eternit Corporation (EC), a Philippine corporation engaged in roofing and pipe manufacturing since 1950, owned eight parcels (47,233 m²) in Mandaluyong City, titled under Far East Bank & Trust Company as trustee.
- Ninety percent of EC’s shares were held by ESAC (Eteroutremer S.A.), a Belgian corporation. EC’s President/General Manager was Jack Glanville; ESAC’s Regional Director for Asia was Claude Frederick Delsaux.
- Decision to Sell and Negotiations
- In 1986 ESAC’s Committee for Asia, fearing Philippine political instability, authorized disposal of EC’s real estate. ESAC director Michael Adams engaged broker Lauro G. Marquez to solicit offers.
- Marquez offered the property at ₱27 million; Eduardo and Antonio Litonjua counter-offered ₱20 million. ESAC, via Delsaux’s telex (Feb 12, 1987), set a counter-offer of US $1 million + ₱2.5 million for obligations. The Litonjuas accepted and deposited US $1 million in escrow.
- Withdrawal of Offer and Letters Aborting Sale
- Following political changes (1986 EDSA), ESAC’s Committee resolved not to sell. Glanville’s May 7, 1987 letter and Delsaux’s May 22, 1987 confirmation officially withdrew the sale.
- The Litonjuas claimed damages; EC refused. They sued for specific performance and damages in RTC Pasig (Civil Case No. 54887).
- Trial and Appellate Proceedings
- The RTC (July 3, 1995) dismissed the complaint, ruling the sale void for lack of written authority from EC’s Board for agent Marquez and related acts.
- The CA (June 16, 2000) affirmed, holding Marquez a special agent requiring board resolution under Civil Code Art. 1874 and Corp. Code Sec. 23; no agency by estoppel established.
Issues:
- Whether a perfected contract of sale existed between the Litonjuas and EC.
- Whether broker Marquez required a written authority from EC’s Board to bind the corporation in the sale.
- Whether Glanville and Delsaux had actual or apparent authority to sell EC’s properties.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)