G.R. No. 187200 - Golden Ace Builders vs. Talde

St. Francis Plaza Corporation (SFPC) is the corporate entity in which Francis Solco, Lily Delos Reyes-Solco, and Benz Fabian Solco serve as President, former Corporate Secretary, and Corporate Secretary, respectively.
Emilio Solco (Emilio) is the older brother of Francis Solco and was the owner of 1,000 shares of SFPC stock with par value P1,000.00 per share.

Emilio alleged that in January 2012 his SFPC shares were transferred to Francis without his knowledge or consent and demanded accounting and an explanation.
SFPC denied the allegation and asserted Emilio was no longer a shareholder, prompting Emilio to file Civil Case No. Q-12-283 for intra-corporate controversy against SFPC, Francis, Lily, and Benz.
Cross criminal complaints arose between the parties for alleged forgery, estafa, falsification, and perjury.

On May 4, 2013 the parties, excluding SFPC as a named signatory, executed a Comprehensive Compromise Agreement which they submitted for court approval.
Termination of criminal cases: Emilio agreed to execute Affidavits of Desistance in five criminal cases he filed against the Francis Group; Benz and Benedict would execute desistance in criminal cases they filed against Emilio; Emilio, Francis, and Lily would file Withdrawals of Petition for Review with the DOJ in I.S. No. XV-03-INV-12A-0577.
Settlement of shares: the Francis Group agreed to transfer all their GLAC shares, rights and interests to Emilio and Dexter and deliver stock certificates and deeds of assignment; Emilio and Dexter confirmed they had no shareholdings in SFPC or GLREDC and would execute necessary assignments.
Settlement of real properties: Francis would turn over title to the Grace Park property to Emilio; Emilio would reimburse Francis P1,745,708.07 for real property taxes and P1,351,756.50 for redemption expenses relating to the Grace Park property; Emilio would execute an affidavit of cancellation of adverse claim on the Samson Road property; Francis would prepare extrajudicial settlement and sale of two Sum-ag properties to Emilio who would pay P12,800,000.00.
The Agreement contained a separability clause preserving valid provisions if any part were declared void.

On May 10, 2013 Branch 93, RTC, Quezon City approved the Compromise Agreement and rendered judgment thereon, enjoining strict compliance with its terms.
The Francis Group performed certain obligations: they executed the extrajudicial settlement and sale of the Sum-ag properties and Emilio paid Francis for that sale.

Emilio purportedly altered implementation by insisting on a tabular sequence and refusing to file affidavits of desistance unless the Francis Group agreed to his proposed sequencing.
On December 2, 2013 Emilio moved for execution of the Judgment on Compromise, alleging the Francis Group intended to renege by filing motions in the criminal cases.
The Francis Group countered they were the aggrieved parties, alleging Emilio failed to execute Affidavits of Desistance, failed to file DOJ withdrawals, demanded premature turnover of Grace Park property and a different payloader, refused to pay the tax and redemption amounts, and failed to cancel adverse claim on Samson Road property.

The DOJ issued a Resolution dated February 10, 2014 reversing findings of probable cause and directing the withdrawal of Informations against the Francis Group in specified criminal cases.
Following the DOJ Resolution, the Quezon City Prosecutor filed Motions to Withdraw Informations and the Francis Group manifested that the motion for execution lacked factual and legal basis.
On March 17, 2014 the RTC ordered the parties to simultaneously and jointly perform their undertakings within 15 days and warned that non-compliance would prompt issuance of a writ of execution.
The RTC denied motions to set aside the Judgment on Compromise and ordered execution on July 14, 2...(Subscriber-Only)

Whether the Compromise Agreement is valid despite SFPC not being a named signatory and whether SFPC was an indispensable party whose absence rendered the Agreement void.
Whether the Compromise Agreement is void for being contrary to law, morals, good customs, or public policy because its primary consideration involved compromise of criminal cases.

Whether the Francis Group’s consent to the Compromise Agreement was vitiated by fraud, mistake, undue influence, coercion or duress attributable to Emilio.
Whether Benz and Lily were deceived regarding the transfer of GLAC shares such that their consent was invalid.

Whether a party aggrieved by another party’s failure or refusal to abide by a judicially approved compromise may invoke Article 2041 to rescind the compromise and insist on the original demand.
Whether the proper remedy is strict enforcement through a writ of execution ...(Subscriber-Only)