Case Digest (G.R. No. 178523)
Facts:
Makati Sports Club, Inc. v. Cecile H. Cheng, Mc Foods, Inc., and Ramon Sabarre, G.R. No. 178523, June 16, 2010, Supreme Court Second Division, Nachura, J., writing for the Court.The petitioner is Makati Sports Club, Inc. (MSCI); the respondents are Cecile H. Cheng, Mc Foods, Inc., and Ramon Sabarre. MSCI filed civil suit (Civil Case No. 01-837) against the respondents alleging fraud in the sale and resale of an unissued Class "A" share evidenced by Stock Certificate No. A 2243, and sought P1,000,000 in damages plus interest.
MSCI's Board adopted on October 20, 1994 a resolution fixing floor prices for unissued shares. In late 1995 Mc Foods expressed interest and on November 28, 1995 allegedly deposited P1,800,000 to MSCI (per deposit slip). A Deed of Absolute Sale between MSCI and Mc Foods was executed December 15, 1995; stock Certificate A 2243 was issued January 5, 1996. Meanwhile, Joseph L. Hodreal paid Mc Foods P1,400,000 on November 24, 1995 and another P1,400,000 on December 27, 1995 (total P2,800,000); Mc Foods and Hodreal executed a Deed of Sale January 29, 1996. Mc Foods notified MSCI of an offer to resell the share for P2,800,000 on December 27/28, 1995.
MSCI alleged that Cheng, then MSCI treasurer and director, colluded with Mc Foods to procure the share at P1,800,000 and resell it to the Hodreals at P2,800,000, thereby depriving MSCI of the opportunity to sell an original unissued share at the higher price. MSCI's evidentiary showing included Hodreal's July 7, 1995 letter requesting inclusion on the waiting list, affidavits from Mrs. Hodreal and Marian Punzalan (Membership Section head), Cheng's own December 27, 1995 letter acknowledging receipt of payment, Mc Foods' vouchers and the Deed(s) of Sale, and authorization documents. MSCI invoked its Amended By-Laws (Sec. 30(e)) on pre-emptive rights and argued that Cheng profited and falsified entries to cover the transaction.
The Regional Trial Court (RTC), Branch 138, Makati City, rendered judgment on August 20, 2003 dismissing MSCI's complaint and all counterclaims. MSCI appealed to the Court of Appeals (CA) in CA-G.R. CV No. 80631, which on June 25, 2007 (opinion penned by Associate Justice Amelita G. Tolentino, with Associate Justices Edgardo P. Cruz and Lucenito N. Tagre concurring) affirmed the RTC decision. MSCI then filed a petition for review on certiorari under Rule 45 before the Supreme Court, challenging the CA's factual findings and...(Subscriber-Only)
Issues:
- Procedural: Does this Rule 45 petition properly raise questions of law, or does it improperly seek a reexamination of the factual findings of the RTC and CA?
- Substantive: Were respondents proven to have committed fraud or bad faith in the sale and resale of the MSCI Class "A" share and thus liable for damages and nullification of the transfers, including violation of M...(Subscriber-Only)
Ruling:
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Ratio:
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Doctrine:
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