Case Digest (G.R. No. L-3404)
Facts:
In Angela I. Tuason v. Antonio Tuason, Jr. and Gregorio Araneta, Inc. (G.R. No. L-3404, decided April 2, 1951 under the 1935 Constitution), siblings Angela I. Tuason, Nieves Tuason de Barreto and Antonio Tuason Jr. co-owned a 64,928.6 sq. m. parcel in Sampaloc, Manila. In 1941 Nieves, failing to secure a partition, sold her undivided one-third share to Gregorio Araneta, Inc. A ten-page Memorandum of Agreement dated June 30, 1941 (Exh. 6) provided that Araneta, Inc. would finance improvements, subdivide and sell the lots, pay expenses and taxes, and remit proceeds, receiving 50% of gross receipts while the three co-owners would equally share the balance. Paragraphs 9, 11 and 15 fixed the contract’s duration until completion of sales, conferred broad authority to Araneta, Inc. and imposed a right of first refusal on co-owners. Atty. J. Antonio Araneta, counsel for Angela and Antonio Jr. and a director of Araneta, Inc., facilitated the contract. On September 16, 1944 Angela revokedCase Digest (G.R. No. L-3404)
Facts:
- Co-ownership of the parcel
- In 1941, Angela I. Tuason, Nieves Tuason de Barreto and Antonio Tuason Jr. held as undivided co-owners (each 1/3) a 64,928.6 sqm parcel in Sampaloc, Manila, under Certificate of Title No. 60911.
- Nieves sought partition, then offered her 1/3 share first to her siblings, then to her mother, all of whom declined. Nieves subsequently sold her share to Gregorio Araneta, Inc., leading to issuance of Title No. 61721.
- Memorandum of Agreement (Exh. 6), June 30, 1941
- All three co-owners agreed to have the parcel filled, improved, subdivided into lots and sold. Gregorio Araneta, Inc. (GAI) would finance improvements, prepare price schedules, execute sale contracts and deeds, pay taxes and expenses (survey, advertising, legal, commissions, personnel), eject occupants, and furnish Angela and Antonio Jr. copies of subdivision plans and monthly statements of sales, rents and collections.
- In return, GAI was entitled to 50% of gross sales and rents; the remaining 50% was to be divided equally among the three co-owners (each receiving 16.33%).
- Key contractual provisions
- Paragraph 9: Agreement remains in force until all lots are sold and full prices collected; unsold lots may be rented.
- Paragraph 11: GAI has full, irrevocable power to sign all sale contracts and deeds on behalf of co-owners until the contract’s purpose is fulfilled; GAI may delegate its powers.
- Paragraph 15: No co-owner may sell or alienate his interest without first offering it to the other co-owners on the same terms; any third-party sale is subject to all contract conditions, provided GAI remains controlled by Araneta family members or their heirs.
- Post-contract events and litigation
- September 16, 1944: Angela revoked the special power of attorney granted to Atty. J. Antonio Araneta. October 19, 1946: Angela notified GAI of contract rescission for alleged breaches and abuse of powers, and demanded partition. November 20, 1946: Angela filed suit for partition and accounting, joined by Antonio Jr. as co-defendant along with GAI.
- Trial court (CI Manila, Judge Emilio Peña) after full hearing dismissed the complaint for lack of merit, without pronouncement as to costs. Angela appealed directly to the Supreme Court.
Issues:
- Validity and enforceability of the Memorandum of Agreement (Exh. 6)
- Whether Angela was defrauded or unduly influenced, or whether Atty. Araneta was disqualified by conflict of interest.
- Whether GAI committed fundamental breach (failure to improve land, furnish plans, price schedules, statements, or remit proceeds).
- Applicability of Civil Code Art. 400
- Whether paragraphs 9, 11 and 15 of Exh. 6 unlawfully bind a co-owner and violate the right to demand partition.
- Appropriateness of partition relief
- With 97.5% of the lots sold and only 1,600 sqm unsold by trial, whether partition remains viable or necessary.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)