Case Digest (G.R. No. 154291) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In Lopez Realty, Inc. vs. Spouses Tanjangco (G.R. No. 154291, November 12, 2014), Lopez Realty, Inc. (LRI) and its corporate secretary, Asuncion Lopez-Gonzales, petitioned to annul the sale of LRI’s one-half interest in the Trade Center Building to spouses Reynaldo and Maria Luisa Tanjangco. LRI originally co-owned the property with Dr. Jose Tanjangco; Jose’s half-share later registered in the spouses’ names. At a stockholders’ meeting on July 27, 1981, LRI discussed selling its share and gave Asuncion ten days’ priority to match the Tanjangcos’ offer. She failed to act, and on August 17, 1981 the board—without notifying Asuncion—authorized Arturo Lopez to negotiate and execute the sale. Arturo signed a deed of sale on August 25, 1981 for ₱3.6 million; this was repeated on October 5, 1981 in favor of the spouses, who paid ₱1.8 million and registered the new titles. On November 4, 1981, LRI and Asuncion filed with the Manila Court of First Instance (later the Regional Trial Court Case Digest (G.R. No. 154291) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Parties and Property
- Lopez Realty, Inc. (LRI) and Dr. Jose Tanjangco (Jose) co‐owned three parcels of land with the Trade Center Building (TCT Nos. 127778–127780).
- Jose’s one‐half share was later transferred to his son Reynaldo Tanjangco and daughter‐in‐law Maria Luisa Arguelles‐Tanjangco (spouses Tanjangco).
- Corporate Structure and Initial Sale Discussions
- Record stockholders of LRI:
- Asuncion Lopez‐Gonzalez – 7,831 shares (Corporate Secretary)
- Arturo F. Lopez – 7,830 shares
- Teresita Lopez‐Marquez – 7,830 shares
- Rosendo de Leon – 5 shares
- Benjamin Bernardino – 1 share
- Augusto de Leon – 1 share
- Leo Rivera – 1 share
- July 27, 1981 Special Stockholders’ Meeting:
- Spouses Tanjangco’s offer – ₱3.6 M plus 50% of receivables (total ₱3.8 M), 50% payable on registration, balance in 30 days; taxes/expenses allocated.
- Asuncion countered with ₱5 M “clean.”
- Body granted Asuncion ten days’ option to match; failure deemed acceptance of spouses Tanjangco’s offer.
- Authorization and Execution of Sale
- August 17, 1981 Board of Directors Meeting (Asuncion not notified): Resolution authorizing Arturo to “negotiate” and “carry out the complete termination of the sale terms” under July 27 minutes.
- August 25, 1981 Deed of Sale: Arturo, on behalf of LRI, sold ½ interest for ₱3.6 M to Jose (represented by Manuel Tanjangco), same payment terms.
- Corporate Objections and Completion
- Asuncion’s cables of August 25 requested postponement.
- September 1, 1981 Board Resolution postponed final action pending Asuncion’s enlightenment.
- September 16, 1981 Board meeting deferred action for Asuncion and Arturo to confer.
- October 5, 1981 Second Deed of Sale executed in favor of spouses Tanjangco; ₱1.8 M payment accepted, titles registered in spouses’ names (TCT Nos. 145983–145985).
- Litigation History
- November 4, 1981 Complaint (Civil Case No. 144667) filed by LRI & Asuncion for annulment of sale, cancellation of title, reconveyance, damages, and injunctive relief; TRO issued.
- Multiple motions: production of board resolution; Arturo’s dismissal motion citing SEC jurisdiction and litis pendentia (SEC Case No. 2164 filed by Asuncion).
- July 30, 1982 Joint Stockholders & Directors’ Meeting: Ratification/confirmation of sale (“ratified and confirmed all minutes relative to the sale”); Juanito Santos (executor of Teresita’s estate) later intervened.
- February 6, 1984 RTC denied motions; March 1, 1985 SEC Case No. 2164 dismissed on joint motion.
- Supplemental complaint alleged a verbal compromise agreement for spouses Tanjangco to sell back interest for ₱6 M; plaintiffs sought specific performance and damages.
- Trial Court Decision (RTC, June 25, 1997)
- Annulled October 5, 1981 Deed of Sale; cancelled and reinstated relevant TCTs.
- Ordered spouses Tanjangco to account and remit rentals; LRI to return ₱1.8 M; spouses to pay attorney’s fees.
- Grounds:
- August 17 meeting invalid for lack of notice (Sec. 53, Corp. Code).
- July 30 meeting ratification invalid—insufficient votes (only two valid directors signed minutes).
- No perfected compromise agreement—no liability for damages.
- Court of Appeals Decision (CA, February 22, 2002)
- Reversed RTC; upheld validity of August 17 resolution (citing Lopez Realty, Inc. v. Fontecha, 317 Phil. 216 (1995)).
- Express ratification at July 30, 1982 meeting cured defects; majority vote of board and stockholders (2/3 capital) obtained.
- RTC had jurisdiction; derivative suit by Asuncion proper; no perfected compromise.
- Supreme Court Decision (November 12, 2014)
Issues:
- Was the August 17, 1981 Board Resolution authorizing sale valid despite lack of notice to Asuncion?
- Did the July 30, 1982 joint stockholders/directors meeting validly ratify and cure any defects in prior resolutions?
- Was Juanito Santos qualified to vote as executor of Teresita’s estate and what of Leo Rivera’s unsigned vote?
- Did the trial court have jurisdiction, or was the dispute exclusively within the SEC’s purview?
- Could Asuncion maintain a derivative suit on behalf of LRI without corporate authorization?
- Was there a binding compromise agreement such that spouses Tanjangco could incur liability for damages?
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)