Case Digest (G.R. No. 169343)
Facts:
In San Miguel Properties, Inc. v. BF Homes, Inc. (G.R. No. 169343, August 5, 2015), BF Homes, Inc., owner of 130 Italia II subdivision lots in Parañaque City, entered into three Deeds of Absolute Sale with San Miguel Properties, Inc. (SMPI) between 1992 and April 1993 for a total consideration of ₱106,247,701.00, fully paid by December 1995. Pursuant to Section 3 of the deeds, BF Homes delivered Transfer Certificates of Title (TCTs) for 110 lots but refused to turn over the remaining 20 TCTs. On May 20, 1996, SMPI formally demanded the balance of titles, and upon no compliance, filed for specific performance with damages before the Housing and Land Use Regulatory Board (HLURB) on August 24, 2000. BF Homes counterclaimed, alleging that receiver Florencio Orendain had no authority under his revoked SEC appointment to sell subdivision lots, that the deeds were undated and unnotarized, and that the price was grossly inadequate. SMPI insisted the Securities and Exchange Commission (SCase Digest (G.R. No. 169343)
Facts:
- Parties and Property
- BF Homes, Inc. (BF Homes) owned 130 lots in Italia II, BF Homes Parañaque Subdivision, under rehabilitation by the SEC; Florencio B. Orendain was appointed rehabilitation receiver and later chaired FBO Networks Management, Inc.
- San Miguel Properties, Inc. (SMPI) purchased the 130 lots by three Deeds of Absolute Sale (1992–1993) for a total of ₱106,247,701.00 and paid in full by December 1995; BF Homes delivered Transfer Certificates of Title (TCTs) for 110 lots but withheld 20.
- HLURB Proceedings
- SMPI’s demand letter (May 20, 1996) for the 20 missing TCTs was ignored; SMPI filed for specific performance with damages before the Housing and Land Use Regulatory Board (HLURB) on August 24, 2000 (REM-082400-11183).
- BF Homes counterclaimed, alleging Orendain’s lack of authority, inadequate consideration, and defects in the Deeds (undated, not notarized); SMPI invoked final SEC orders upholding the sales, ratification by BF Homes, and absence of fraud.
- Suspension, Appeals, and Lower-Court Decisions
- HLURB Arbiter Balasolla (Jan 25, 2002) suspended proceedings pending final SEC resolution on Orendain’s authority; HLURB Board affirmed suspension (Mar 28, 2003).
- SMPI appealed to the Office of the President (OP); OP Decision (Jan 27, 2004) reversed HLURB, ordered BF Homes to deliver the 20 TCTs and pay ₱100,000.00 attorney’s fees; BF Homes’ motion for reconsideration was denied (Mar 26, 2004).
- BF Homes appealed to the Court of Appeals (CA); CA Decision (Jan 31, 2005) affirmed OP except remanded to HLURB for further proceedings under primary jurisdiction doctrine; CA denied SMPI’s motion for reconsideration (Aug 9, 2005).
- SMPI filed a Petition for Review on Certiorari (Rule 45) before the Supreme Court.
Issues:
- Jurisdiction and Procedural Posture
- Did the HLURB improperly suspend proceedings under the doctrine of primary jurisdiction due to a pending SEC matter?
- Was the CA correct in remanding the case to the HLURB for further proceedings?
- Merits of Specific Performance
- Is SMPI entitled to the delivery of the remaining 20 TCTs under Section 25 of PD 957?
- Are the Deeds of Absolute Sale valid and enforceable despite lack of notarization and allegations of inadequate price?
- Did Orendain/FBO have authority to execute the Deeds as receiver of BF Homes?
- Do ratification and estoppel bar BF Homes from denying the validity of the sales?
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)