Case Digest (G.R. No. 115455)
Facts:
The case revolves around a dispute involving St. Mary’s Farm, Inc. (petitioner) and Prima Real Properties, Inc. along with Rodolfo A. Agana, Jr. and the Register of Deeds of Las Piñas, Metro Manila (respondents). The events unfolded after St. Mary’s Farm, the registered owner of a 25,598 square meter parcel of land in Bo. Pugad Lawin, Las Piñas City, became embroiled in allegations of unauthorized sales of its property. On June 27, 1988, pursuant to a court decision from a related civil case, St. Mary’s Farm’s board passed a resolution granting Rodolfo A. Agana the authority to cede 4,000 square meters of the subject land to T.S. Cruz Subdivision. However, Agana allegedly retained the title of the property and forged another board resolution that purportedly authorized him to sell the remaining 21,598 square meters to Prima Real Properties. This fraudulent transaction culminated in the signing of an absolute deed of sale on September 5, 1988, which led to the cancellation of St
Case Digest (G.R. No. 115455)
Facts:
- Background of Property Ownership and Documentation
- Petitioner, St. Mary's Farm, Inc., was the registered owner of 25,598 square meters of land in Bo. Pugad Lawin, Las PiAas City under TCT No. S-1648 (11521-A).
- A final court decision in Civil Case No. 87-42915 of RTC, Branch XL, Manila, led petitioner to pass a board resolution on June 27, 1988, authorizing its agent, Rodolfo A. Agana, to cede 4,000 square meters of the property to T.S. Cruz Subdivision.
- Subsequent actions involved transactions that, allegedly, deviated from the authorized scope.
- Allegations of Unauthorized Sale and Forgery
- It is alleged that after ceding the 4,000 square meters portion, defendant Rodolfo A. Agana withheld the title from petitioner.
- Agana is further accused of forging a board resolution by which petitioner purportedly authorized him to sell the remaining 21,598 square meters of the property.
- A series of transactions ensued between Agana and Prima Real Properties, Inc. (defendant), culminating in an absolute deed of sale on September 5, 1988, transferring title from petitioner to defendant Prima.
- Transfer and Issuance of New Titles
- After the sale, defendant Prima effected the cancellation of TCT No. S-1648 and obtained a new title, TCT No. T-6175, issued by Register of Deeds Alejandro R. Villanueva.
- Prima later purchased the 4,000 square meters portion from T.S. Cruz Subdivision, leading to the cancellation of TCT No. T-6175 and the issuance of two separate titles: TCT No. 7863 (4,000 sqm) and TCT No. T-7864 (21,598 sqm).
- Pleadings and Procedural Background
- The petitioner filed a complaint for annulment of the sale, alleging that:
- The board resolution authorizing Agana was a forgery.
- Defendant Prima Real Properties, Inc. acted in collusion with Agana by relying on a forged authorization.
- Defendant Prima, in its answers, contended:
- The plaintiffs (Venice B. Agana and Ma. Natividad A. Villacorta) lacked legal capacity to sue, as they were not authorized by the board of directors.
- Prima acted in good faith by relying on the face of the allegedly notarized authorization, having paid the full purchase price.
- The trial court dismissed the petition on April 7, 2000, finding that:
- The sale had been validly consummated, relying on a notarized board resolution.
- Respondent Prima was a buyer in good faith and for value, and any alleged breach of trust by Agana was binding on the petitioner.
- The Court of Appeals affirmed the trial court’s ruling, leading petitioner to file a petition for review.
- Specific Allegations Raised in the Petition
- Petitioner argued that:
- There was no proof of authenticity or due execution of the Certification dated June 30, 1988.
- Clear and convincing evidence showed that the Certification was forged.
- Even if authentic, the Certification did not sufficiently authorize Agana to sell or to receive payment on behalf of the petitioner.
- Petitioner also claimed that:
- Defendant Prima failed to make reasonable inquiries into Agana’s authority, contributing to its own damage.
- The sale should be annulled on account of the fraudulent transaction resulting from Agana’s lack of authority.
- Reliance on Supporting Evidence and Further Transactions
- Defendant Prima’s position was bolstered by:
- Reliance on a notarized board resolution and a separate Certification by the petitioner’s president.
- Verification from the Register of Deeds and other parties involved in similar transactions.
- Defendant Agana’s retraction, made later and only after years of litigation, was deemed an afterthought insufficient to disturb the earlier findings.
Issues:
- Authenticity and Due Execution of the Authorization
- Whether the Certification dated June 30, 1988, purportedly authorizing Rodolfo A. Agana to sell the subject property, was authentic and properly executed.
- Whether, even if authentic, the Certification sufficiently empowered Agana to sell the property.
- Good Faith Purchase and Buyer’s Reliance
- Whether respondent Prima acted in good faith and for value by relying on the face of the notarized board resolution.
- Whether Prima's reliance on the Certification and other supporting documents negated any claim of fraudulent sale.
- Procedural and Evidentiary Considerations
- Whether the factual determinations of the trial court and the appellate court, in affirming the buyer’s good faith, should preclude reassessment of evidentiary material regarding alleged forgery.
- Whether the retraction by Agana, as raised anew in the petition, can be considered as a sufficient basis to annul the sale.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)