G.R. No. 93833 - Ramirez vs. Court of Appeals

Petitioner Marsh Thomson was Executive Vice-President and later Management Consultant of respondent American Chamber of Commerce of the Philippines, Inc. (AmCham) from 1979 to 1989.
A. Lewis Burridge, then AmCham President, retired and transferred his proprietary share in Manila Polo Club (MPC) to petitioner.

AmCham paid for the MPC share but had it registered in petitioner’s name as confirmed by an employment advice dated January 13, 1986.
The employment advice explicitly stated that petitioner would execute documents acknowledging AmCham as beneficial owner, though petitioner never did so.
Transfer fee of ₱40,000 was initially paid by petitioner and reimbursed by AmCham.
Proprietary Membership Certificate No. 3398 was issued to petitioner on November 19, 1986.

Annual employment contracts renewed with letters mentioning MPC share in 1986, 1988, and 1989, reiterating petitioner’s obligation to recognize AmCham’s beneficial ownership.
Upon end of employment in 1989 and transition to consultancy, petitioner proposed to retain MPC share subject to reimbursing ₱110,000, which AmCham rejected.

On September 29, 1989, AmCham executed a general release and quitclaim releasing petitioner from any claims but did not specifically mention MPC share.

On April 5, 1990, AmCham demanded return of MPC share.
After failure to obtain voluntary return, AmCham filed suit on May 15, 1990, praying for an order to transfer the MPC share to its nominee.

On February 28, 1992, trial court ruled in favor of petitioner, declaring him owner of MPC share, citing MPC by-laws prohibiting corporate membership and that petitioner’s use was intended.
Ordered petitioner to pay AmCham ₱300,000 due to contribution of faults.

On May 19, 1994, Court of Appeals reversed the trial court, holding that AmCham is the beneficial owner and petitioner is obliged to transfer MPC share to AmCham’s nominee.
Motivated by petitioner’s acknowledgment of AmCham’s ownership through employment letters, offer to repay purchase price, and admission in tax return signing.
Denied petitioner’s motion for reconsideration on August 4, 1994.

Whether the Court of Appeals erred in ruling AmCham as beneficial owner of MPC share.
Whether the Court of Appeals erred in ordering petitioner to transfer MPC share despite MPC rules forbidding corporate membership.
Whether the Release and Quitclaim executed by AmCham waived its beneficial ownership.

Did the Court of Appeals err in holding that private respondent AmCham is the beneficial owner of the disputed MPC share?
Did the Court of Appeals err in ordering petitioner to transfer said MPC share to AmCham’s nominee despite the MPC’s Articles of Incorporation and By-laws restricting corporate membership?
Did the Court of Appeals err in ruling that the Release and Quitclaim executed by AmCham did not waive its beneficial ownership of the MPC share?