Case Digest (G.R. No. 149338)
Facts:
- The case involves Unlad Resources Development Corporation, Unlad Rural Bank of Noveleta, Inc., Unlad Commodities, Inc., Helena Z. Benitez, and Conrado L. Benitez II as petitioners.
- Respondents include Renato P. Dragon, Tarcisius R. Rodriguez, Vicente D. Casas, Romulo M. Virata, Flaviano Perdito, Teotimo Benitez, Elena Benitez, and Rolando Suarez.
- On December 29, 1981, respondents, as controlling stockholders of the Rural Bank of Noveleta, entered into a Memorandum of Agreement with Unlad Resources, represented by Helena Z. Benitez.
- The agreement required Unlad Resources to invest ₱4,800,000 in exchange for control and management of the bank.
- Respondents claimed they fulfilled their obligations by transferring control, but alleged Unlad Resources did not invest the agreed amount or pay the initial capital of ₱1,200,000.
- On August 10, 1984, Unlad Resources leased a mango plantation managed by Unlad Commodities, Inc., which respondents opposed as misaligned with bank operations.
- On May 20, 1987, Unlad Rural Bank announced plans to retire preferred shares, which respondents contested due to existing sinking funds.
- On July 3, 1987, respondents filed a complaint for rescission of the Memorandum of Agreement and return of control, along with claims for damages.
- The Regional Trial Court (RTC) ruled in favor of respondents, rescinding the agreement and ordering the return of control, along with damages.
- Petitioners appealed to the Court of Appeals (CA), which affirmed the RTC's decision, leading to a petition for review before the Supreme Court.
Issue:
- (Unlock)
Ruling:
- The Supreme Court ruled that the RTC had jurisdiction over the case, affirming the CA's decision.
- The Court held that the action for rescission had not prescribed, applying Article 1144 of the Civil Code.
- The Court found that the petitioners failed to comply with their obligations under the Memorandum of Agreement. ...(Unlock)
Ratio:
- The Supreme Court reasoned that the RTC's jurisdiction was appropriate as the case involved contract rescission, a matter within the trial court's purview, despite the corporate nature of the parties.
- The Court clarified that issues of mismanagement and corporate control were distinct from the contractual obligations under the Memorandum of Agreement.
- Regarding pres...continue reading
Case Digest (G.R. No. 149338)
Facts:
The case involves a dispute between Unlad Resources Development Corporation, Unlad Rural Bank of Noveleta, Inc., Unlad Commodities, Inc., Helena Z. Benitez, and Conrado L. Benitez II as petitioners, and Renato P. Dragon, Tarcisius R. Rodriguez, Vicente D. Casas, Romulo M. Virata, Flaviano Perdito, Teotimo Benitez, Elena Benitez, and Rolando Suarez as respondents. The events leading to the case began on December 29, 1981, when the respondents, as controlling stockholders of the Rural Bank of Noveleta, entered into a Memorandum of Agreement with Unlad Resources, represented by its Chairman, Helena Z. Benitez. The agreement stipulated that Unlad Resources would invest ₱4,800,000 in the Rural Bank in exchange for control and management of the bank. The respondents claimed they fulfilled their obligations by transferring control of the bank, which was subsequently renamed Unlad Rural Bank of Noveleta, Inc. However, they alleged that Unlad Resources failed to invest the agreed amount and did not pay the initial capital of ₱1,200,000 upon signing the agreement.
On August 10, 1984, Unlad Resources entered into a lease agreement for a mango plantation, which was managed by its subsidiary, Unlad Commodities, Inc. The respondents objected to this arrangement, asserting that it was not aligned with the bank's operations and that it diverted bank resources. On May 20, 1987, Unlad Rural Bank informed the respondents about plans to retire preferred shares, which the respondents opposed, citing existing sinking funds.
On July 3, 1987, the respondents filed a complaint for rescission of the Memorandum of Agreement and the return of control of the Rural Bank to them, along with claims for damages. The Regional Trial Court (RTC) ruled in favor of the respondents, declaring the agreement rescinded and ordering the return of control of t...