Case Digest (G.R. No. 129459) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In San Juan Structural and Steel Fabricators, Inc. v. Court of Appeals et al. (G.R. No. 129459, September 29, 1998), petitioner San Juan Structural and Steel Fabricators, Inc., through its president Andres T. Co, entered into an Agreement dated February 14, 1989 with respondent Motorich Sales Corporation, represented solely by its treasurer, Nenita Lee Gruenberg, for the purchase of Lot 30, Block 1 of Acropolis Greens Subdivision in Quezon City for ₱5,200.00 per square meter. Petitioner paid an earnest money of ₱100,000.00 by Metrobank cashier’s check but, despite tender of the balance on March 2, 1989, Gruenberg failed to appear and execute the Transfer of Rights/Deed of Assignment. Unbeknownst to petitioner, Motorich’s board never authorized Gruenberg to sell the parcel, and on April 6, 1989 Motorich acquired the same property from ACL Development Corp. by Deed of Absolute Sale, securing a new Transfer Certificate of Title No. 3571 in its name. Petitioner filed suit in the Reg Case Digest (G.R. No. 129459) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Contractual Background
- On February 14, 1989, San Juan Structural and Steel Fabricators, Inc. (SJSSF), represented by its president Andres T. Co, entered into an “Agreement” with Motorich Sales Corporation, represented by its treasurer Nenita Lee Gruenberg, for the purchase of Lot 30, Block 1, Acropolis Greens Subdivision, Murphy, Quezon City (414 sqm).
- The purchase price was set at ₱5,200.00 per sqm; SJSSF paid an earnest money downpayment of ₱100,000.00, with the balance due on or before March 2, 1989, and Motorich to execute a Deed of Assignment upon full payment.
- Performance, Title Transfers, and Litigation
- SJSSF tendered a Metrobank cashier’s check for the balance but Gruenberg failed to appear and refused to execute the transfer documents. Meanwhile, ACL Development Corp. sold the same lot to Motorich, and a new title issued in Motorich’s name, represented by the Gruenbergs.
- SJSSF sued Motorich, Gruenberg, ACL Development Corp. and JNM Realty & Development Corp. for specific performance, damages (moral, exemplary, lost opportunity, attorney’s fees) and named ACL and JNM as necessary parties.
- The Regional Trial Court dismissed SJSSF’s complaint and the counterclaim of Motorich/Gruenberg for lack of authority. The Court of Appeals affirmed with modification, ordering Gruenberg to refund the ₱100,000 downpayment. SJSSF’s petition for review to the Supreme Court followed.
Issues:
- Whether a valid and enforceable contract of sale existed between SJSSF and Motorich despite lack of board authorization.
- Whether the corporate veil of Motorich may be pierced because the Gruenbergs owned nearly all its shares.
- Whether the alleged alteration in the transcript of stenographic notes (TSN) regarding Gruenberg’s testimony is material.
- Whether respondents are liable for damages and attorney’s fees.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)