Case Digest (G.R. No. 129459)
Facts:
San Juan Structural and Steel Fabricators, Inc. v. Court of Appeals, Motorich Sales Corporation, Nenita Lee Gruenberg, ACL Development Corp. and JNM Realty and Development Corp., G.R. No. 129459, September 29, 1998, Supreme Court First Division, Panganiban, J., writing for the Court.On February 14, 1989, an Agreement was executed between Motorich Sales Corporation (represented on the document by its treasurer, Nenita Lee Gruenberg) as transferor, and San Juan Structural and Steel Fabricators, Inc. (represented by its president, Andres T. Co) as transferee, for the purchase of Lot 30, Block 1, Acropolis Greens Subdivision (414 sq. m.), with an earnest money payment of P100,000 and the balance due on or before March 2, 1989. Petitioner alleges it paid the balance (by Metrobank cashier’s check) and that the transferor later refused to execute the Transfer of Rights/Deed of Assignment.
Petitioner sued in the Regional Trial Court (RTC), Makati, Branch 63, seeking specific performance and damages against Motorich and Nenita Gruenberg; ACL Development Corp. and JNM Realty & Development Corp. were impleaded as necessary parties because the title history involved transfers among them. Motorich and Gruenberg answered, denying authority for Gruenberg to bind the corporation and alleging the president’s signature (Reynaldo Gruenberg) was required. The RTC (Judge Julio R. Logarta) dismissed both the complaint and counterclaim on July 18, 1994, finding no proof that Gruenberg was authorized to sell corporate property and applying Sec. 40 of the Corporation Code (sale of corporate assets requires board/stockholder authorization where applicable).
Petitioner appealed to the Court of Appeals (Sixth Division), which issued a March 18, 1997 Decision modifying the RTC by ordering Nenita Lee Gruenberg to refund the P100,000 earnest money to petitioner but otherwise affirming the dismissal of the complaint. Petitioner sought reconsideration (denied June 10, 1997) and then filed a Petition for Review on Certiorari under Rule 45 to the Supreme Court, assailing the CA decision and raising issues including (1) application of piercing the corporate veil, (2) wheth...(Pro-only)
Issues:
- Was there a valid and enforceable contract of sale between petitioner and Motorich Sales Corporation?
- May the corporate veil of Motorich be pierced so that acts of its treasurer bind the corporation (i.e., is Motorich a close corporation or alter ego)?
- Is the alleged alteration of Nenita Gruenberg’s answer in the transcript of stenographic notes material to affect the disposition of the case?
- Are respondents l...(Pro-only)
Ruling:
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Ratio:
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Doctrine:
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