Case Digest (G.R. No. 201017)
Facts:
Majestic Plus Holding International, Inc. v. Bullion Investment and Development Corporation, G.R. Nos. 201017 and 215289, December 05, 2016, Supreme Court Third Division, Peralta, J., writing for the Court.Petitioner Majestic Plus Holding International, Inc. (Majestic) and respondent Bullion Investment and Development Corporation (Bullion) dispute ownership, possession and enforcement of a Memorandum of Agreement (MOA) concerning completion and equity acquisition in a commercial building (Meisic Mall) erected on a property leased by Bullion from the City of Manila under a 25‑year contract executed June 30, 2003.
Chronology: The City of Manila awarded Bullion the lease and Bullion began construction, delivering a city hall extension but leaving the commercial building unfinished. On September 7, 2004 Bullion and Majestic executed an MOA whereby Majestic would acquire an 80% equity interest in Bullion for Php96,000,000 and infuse capital to complete the mall; specific payment terms, share‑transfer mechanics, acceleration and default clauses were provided. Majestic issued checks aggregating Php57,000,000 and later claims to have expended an additional Php134,522,803.22 for completing and operating the mall (total alleged investment Php191,522,803.22). Bullion alleges subsequent checks were dishonored (stop‑payment) and, after notices, elected to rescind the MOA by letter dated June 24, 2005. Majestic completed construction, operated the mall (leasing stalls, hiring personnel), but on June 25, 2005 Bullion, supported by police and security, took physical possession of the mall.
Procedural history through the trial and appellate courts: Majestic filed a Complaint for Specific Performance, Injunction and Damages (with prayer for TRO/preliminary injunction) in the Regional Trial Court (RTC), initially raffled to Branch 24 (a commercial court). Multiple interlocutory orders issued; the case was remanded by a Court of Appeals (CA) special division (Feb. 19, 2008 decision) to the RTC to be tried as an ordinary specific performance case. After the presiding judge inhibited, the executive judge reassigned the action to Branch 46 (also a commercial court). The parties jointly moved for summary judgment and, on July 28, 2011, Branch 46 rendered judgment in favor of Majestic ordering, inter alia, issuance/registration of shares, restoration of physical possession to Majestic and amendment of Bullion’s authorized capital stock.
Majestic moved for execution pending appeal; the RTC issued a Special Order and related orders (Sept. 1, 2011) and a writ of execution pending appeal was implemented by the sheriff, resulting in restoration of possession to Majestic. Bullion filed a petition for certiorari to the CA (CA‑G.R. SP No. 121072) seeking annulment of the Special Order, related orders, and writ; the CA, by Decision dated November 2, 2011, granted the certiorari petition, annulled the Special Order and related orders, nullified acts done pursuant thereto, and ordered restoration of possession to Bullion. Majestic’s motion for reconsideration before the CA was denied (Resolution dated March 14, 2012), prompting G.R. No. 201017.
Separately, Bullion appealed the July 28, 2011 RTC decision (CA‑G.R. CV No. 97537); the CA, in a Decision dated October 23, 2013, reversed and set aside the RTC judgment, declared the portion ordering restoration of possession to...(Pro-only)
Issues:
- Did RTC, Branch 46, Manila, have jurisdiction to hear Majestic’s suit?
- Was the RTC’s July 28, 2011 summary judgment proper, i.e., were there no genuine issues of material fact?
- Was the execution of the RTC decision pending appeal proper under Rule 39 (were there “good reasons”)?
- Which party has the right to possession, control and operation of the Meisic...(Pro-only)
Ruling:
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Ratio:
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Doctrine:
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