Case Digest (G.R. No. 162575) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In MR Holdings, Ltd. vs. Sheriff Carlos P. Bajar et al. (G.R. No. 138104, April 11, 2002), the petitioner, a foreign corporation, assumed a US$18,453,450.02 debt of Marcopper Mining Corporation under a March 20, 1997 Assignment Agreement following Marcopper’s default on a US$40 million loan from the Asian Development Bank (ADB) dated November 4, 1992. ADB’s loan was secured by a Deed of Real Estate and Chattel Mortgage registered on November 12, 1992. On December 8, 1997, Marcopper executed a Deed of Assignment in favor of MR Holdings, transferring all its properties and mining equipment. Meanwhile, on May 7, 1997, Solidbank Corporation secured a Partial Judgment against Marcopper for ₱52,970,756.89 plus interest, leading to a writ of execution and notices of levy on Marcopper’s assets issued by Sheriffs Bajar and Jandusay. The Sheriffs scheduled a public auction for August 27, 1998. Petitioner filed an Affidavit of Third-Party Claim, which the Manila RTC denied, prompting petit Case Digest (G.R. No. 162575) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Loan and Security Agreements
- November 4, 1992 – Asian Development Bank (ADB) extends to Marcopper Mining Corporation (Marcopper) a principal loan of US$15,000,000 and a complementary loan of US$25,000,000; Placer Dome, Inc. (40% owner of Marcopper) executes a Support and Standby Credit Agreement to backstop Marcopper’s obligations.
- November 11–12, 1992 – Marcopper grants ADB a registered Deed of Real Estate and Chattel Mortgage over substantially all its Marinduque properties and assets as loan security.
- Default, Assignment and Third‐Party Claim
- Marcopper defaults; Placer Dome causes its subsidiary, MR Holdings, Ltd. (petitioner), to assume a US$18,453,450.02 debt to ADB.
- March 20, 1997 – ADB assigns to petitioner all rights under the loan agreements and mortgage by Assignment Agreement.
- December 8, 1997 – Marcopper executes a Deed of Assignment conveying all its Marinduque properties, equipment and facilities to petitioner.
- Solidbank’s Execution and Petitioner’s Reivindication Action
- May 7, 1997 – RTC Manila awards Solidbank Corporation (Solidbank) a partial money judgment of ₱52,970,756.89 against Marcopper; writ of execution levies Marcopper’s real and personal properties; public auction set for August 27, 1998.
- August 26, 1998 – Petitioner files an Affidavit of Third‐Party Claim over the levied properties; claim denied by RTC Manila.
- September 1998 – Petitioner files Civil Case No. 98‐13 (reivindication) in RTC Boac with prayer for preliminary injunction; RTC Boac (Oct. 6, 1998) denies injunctive relief for lack of capacity, injunction as stay of execution, and suspected fraud in assignments.
- January 8, 1999 – Court of Appeals (CA) affirms denial of preliminary injunction, holding petitioner is a foreign corporation doing business without license, assignments void against Solidbank, and fraudulent.
Issues:
- Does MR Holdings have legal capacity to sue in Philippine courts as a foreign corporation?
- Were the Assignment Agreement and Deed of Assignment executed in fraud of Solidbank’s creditor rights?
- Are petitioner MR Holdings, Placer Dome and Marcopper one and the same entity warranting veil‐piercing?
- Did petitioner commit forum‐shopping by filing Civil Case No. 98‐13?
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)