Case Digest (G.R. No. 261323)
Facts:
Captain Ramon R. Verga, Jr. v. Harbor Star Shipping Services, Inc., G.R. No. 261323, November 27, 2024, Supreme Court Third Division, INTING, J., writing for the Court.Petitioner Captain Ramon R. Verga, Jr. (Verga) was sued by respondent Harbor Star Shipping Services, Inc. (Harbor Star), a domestic corporation engaged in harbor assistance and towage services. Harbor Star alleged that, in 2008–2009, it negotiated with Verga (then a shareholder and manager of Davao Tugboat and Allied Services, Inc. (DATASI) and a member of Davtug Multi-Purpose Cooperative (DAVTUG)) for the acquisition of his DATASI shares at an initial valuation of PHP 6,000,000. A draft Memorandum of Agreement was prepared but not executed. Harbor Star made partial payments totaling PHP 4,000,000 to Verga from September 2008 to July 2009.
Harbor Star later discovered that Verga had divested his DATASI shares, rendering him unable to effect the transfer. On February 21, 2012 Harbor Star demanded return of the PHP 4,000,000 (delivery acknowledged March 22, 2012); when Verga refused, Harbor Star filed a Complaint on April 12, 2012 seeking return of the monies and damages. Verga counterclaimed that the payments were resignation incentives and argued the alleged sale was unenforceable under the Statute of Frauds and Section 42 of the Corporation Code for lack of corporate approvals.
The Regional Trial Court (Branch 66, Makati City) rendered judgment on November 17, 2016 in favor of Harbor Star, ordering Verga to return PHP 4,000,000, pay attorney’s fees (5% of amount) and legal interest at 12% from demand, dismissing Verga’s counterclaims. Verga appealed to the Court of Appeals (docketed CA‑G.R. CV No. 109255). The Court of Appeals, in a decision dated October 28, 2021, denied the appeal and affirmed with modification: it reduced attorney’s fees to PHP 100,000 and adjusted interest (12% from judicial demand to June 30, 2013, then 6% thereafter); it otherwise affirmed the RTC’s finding that the parties contracted for the sale of Verga’s shares and that Verga’s divestment made performance impossible. The CA denied Verga’s motion for reconsideration in a resolution dated June 6, 2022.
Verga filed a Petition for Review on Certiorari under Rule 45 challenging the CA decisions, raising chief...(Subscriber-Only)
Issues:
- Did Verga receive PHP 4,000,000 from Harbor Star as payment for his shareholdings in DATASI and/or DAVTUG?
- Is Verga liable to return the sums he received after divesting his interest in DATASI?
- Was approval by Harbor Star’s shareholders representing two‑thirds of outstanding capital stock required before Harbor Star could validly acquire Verga’s DATASI shares under Section 42 of the Corporation Code?
- Was the award of attorney’s fees to Harbor Star proper and a...(Subscriber-Only)
Ruling:
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Ratio:
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Doctrine:
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