Title
St. Francis Plaza Corp. vs. Solco
Case
G.R. No. 248519
Decision Date
Mar 17, 2021
Shareholder disputes unauthorized share transfer, resulting in a rescinded Compromise Agreement due to material breach, while excluding certain property sales.
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Case Digest (G.R. No. 248519)

Facts:

  • The case involves three consolidated petitions for review on certiorari under Rule 45, specifically G.R. Nos. 248519, 248520, and 248757-59.
  • Petitioner in G.R. No. 248519 is St. Francis Plaza Corporation (SFPC); respondents include Emilio Solco, Francis Solco, Lily Delos Reyes-Solco, and Benz Fabian Solco.
  • The dispute centers on the ownership of shares in SFPC and a Compromise Agreement executed on May 4, 2013, approved by the RTC of Quezon City on May 10, 2013.
  • Emilio Solco claimed his shares were transferred to Francis without his consent.
  • A complaint for intra-corporate controversy led to a Compromise Agreement to settle disputes, including withdrawal of criminal cases and transfer of shares and properties.
  • Disagreements over the implementation of the agreement resulted in motions for execution and annulment.
  • The RTC upheld the Compromise Agreement; SFPC and the Francis Group appealed to the Court of Appeals (CA), which denied their petitions, affirming the agreement's validity.

Issue:

  • (Unlock)

Ruling:

  • The Supreme Court ruled that the petitions are partly meritorious.
  • SFPC was deemed an indispensable party but was adequately represented in the Compromise Agreement, with no violation of its rights.
  • The Compromise Agreement was not void for being contrary to law and public policy.
  • The Francis Group's consent was not vitiated by fraud or mistake....(Unlock)

Ratio:

  • A compromise agreement is a contract where parties make reciprocal concessions to avoid litigation, requiring execution by all involved parties, including indispensable ones.
  • SFPC participated through its representatives, and its...continue reading

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