Case Digest (G.R. No. L-3717) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In Enrique Razon v. Intermediate Appellate Court and Vicente B. Chuidian v. Intermediate Appellate Court, G.R. Nos. 74306 and 74315, decided March 16, 1992, the Supreme Court resolved a dispute over 1,500 shares of stock in E. Razon, Inc. covered by Stock Certificate No. 003 issued April 23, 1966 and registered in the name of the late Juan T. Chuidian. Enrique Razon organized the corporation in 1962 and allegedly paid for all subscriptions, placing certificates in the names of nominal incorporators to hold until paid. He delivered the 1,500-share certificate to Chuidian with an option to purchase; Chuidian served as director and retained the certificate until his death. In June 1971, Vicente B. Chuidian, as administrator of Juan’s estate, sued Razon and the corporation to recover the shares, enjoin their disposition, attach properties, and appoint a receiver. The trial court found for Razon, but the Intermediate Appellate Court reversed, ruling that the shares belonged to Juan T Case Digest (G.R. No. L-3717) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Parties and Procedural Posture
- Enrique Razon (G.R. No. 74306) petitions for review of the Court of Appeals decision that awarded 1,500 shares of E. Razon, Inc., under Stock Certificate No. 003, to the estate of the late Juan T. Chuidian, represented by Vicente B. Chuidian as administrator.
- Vicente B. Chuidian (G.R. No. 74315), as administrator of Juan T. Chuidian’s estate, petitions to clarify the appellate decision so as to include all cash and stock dividends and pre-emptive rights accruing to the same 1,500 shares.
- Background and Stock Transaction
- 1962: Enrique Razon organizes E. Razon, Inc. for arrastre services, naming several nominal incorporators, including Juan T. Chuidian.
- April 23, 1966: Stock Certificate No. 003 for 1,500 shares is issued in Chuidian’s name; Chuidian is elected director and receives compensation.
- Razon pays for all subscriptions and allegedly assigns shares to nominees, retaining beneficial ownership and granting Chuidian an option to buy.
- Chuidian delivers the certificate to Razon under an oral agreement that Razon remains owner until Chuidian pays; certificate is later deposited in joint custody at Philippine Bank of Commerce.
- June 29, 1971: Vicente, as administrator, files complaint for delivery of the certificate, injunction against disposition, preliminary attachment, and receivership.
- June 18, 1973: Defendants answer, claiming Chuidian never paid for the shares and that beneficial ownership remained with Razon.
- Trial court (RTC Manila) holds Razon as owner; Court of Appeals reverses; both parties’ motions for reconsideration are denied, prompting the consolidated petitions.
Issues:
- Whether Section 20(a), Rule 130 (the “dead man’s statute”) barred Enrique Razon’s testimony on his pre-death oral agreement with Juan T. Chuidian.
- Whether Enrique Razon proved legal ownership of the 1,500 shares despite their registration in Chuidian’s name.
- Whether the estate of Juan T. Chuidian is entitled to all cash and stock dividends and pre-emptive rights accruing to the 1,500 shares since 1966.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)