Case Digest (G.R. No. 140667) Core Legal Reasoning Model
Facts:
In Woodchild Holdings, Inc. v. Roxas Electric and Construction Company, Inc., decided on August 12, 2004 under G.R. No. 140667, the respondent corporation (RECCI) owned two contiguous parcels in Antipolo, Rizal (TCT Nos. 78085 and 78086). On May 17, 1991, its Board of Directors passed a resolution authorizing its president, Roberto B. Roxas, to sell only Lot No. 491-A-3-B-2 (TCT No. 78086) on the terms he deemed best. Petitioner Woodchild Holdings, Inc. (WHI) sought to purchase that lot and secure vehicular access via the adjoining Lot No. 491-A-3-B-1 (TCT No. 78085). WHI’s president, Jonathan Y. Dy, offered P1,000 per square meter, expressly including the existing dirt right of way and an option to buy additional area if needed for a 45-foot container van. On July 1, 1991, Roxas, as RECCI’s president, executed a Contract to Sell Lot No. 491-A-3-B-2 for P7,213,000. A Deed of Absolute Sale followed on September 5, 1991, at P5,000,000, granting WHI a 25-meter-wide right of way, a
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Case Digest (G.R. No. 140667) Expanded Legal Reasoning Model
Facts:
- Parties and Background
- Respondent Roxas Electric and Construction Company, Inc. (RECCI) owned two contiguous parcels in Antipolo, Rizal: Lot 491-A-3-B-1 (TCT No. 78085) and Lot 491-A-B-3-B-2 (TCT No. 78086), the former providing a dirt‐road access to Sumulong Highway.
- On May 17, 1991, RECCI’s Board of Directors adopted a resolution authorizing its President, Roberto B. Roxas, to sell Lot 491-A-3-B-2 (TCT No. 78086) “on terms he deems most reasonable and advantageous,” and to execute the pertinent documents and receive proceeds on behalf of the corporation.
- Contract Negotiations and Sale
- On June 21, 1991, petitioner Woodchild Holdings, Inc. (WHI) offered to purchase Lot 491-A-3-B-2 for ₱7,213,000 (₱1,000/m²), expressly including a right of way through a portion of Lot 491-A-3-B-1 and an option to purchase additional adjoining area if needed for 45-ft container access.
- On July 1, 1991, Roxas, as RECCI President, executed a contract to sell Lot 491-A-3-B-2 to WHI for ₱7,213,000.
- On September 5, 1991, a Deed of Absolute Sale was signed, conveying Lot 491-A-3-B-2 for ₱5,000,000, and reiterating the right of way, option to purchase additional area from Lot 491-A-3-B-1, and a warranty to eject squatters within two weeks or face cancellation and refund with interest.
- Construction, Lease, and Delay
- WHI contracted Wimbeco Builders, Inc. (WBI) to construct a warehouse (5,088 m²) under a letter-contract of April 1, 1992, at a total contract price of ₱11,804,160, but actual construction could not start on October 1, 1991 as planned due to existing squatters.
- Squatters were eventually evicted in April 1992; building permit was obtained on May 28, 1992; warehouse completed and occupancy certificate issued March 21, 1993.
- WHI leased a 5,000-m² warehouse portion to Ponderosa Leather Goods starting March 1, 1993 at ₱300,000/month.
- Litigation and Lower Court Decisions
- WHI’s April 15 and May 29, 1992 demands for the additional area and annotation on TCT No. 78085 were refused by RECCI.
- On June 17, 1992, WHI filed suit in RTC Makati for specific performance (delivery of right of way and additional 500 m² at ₱1,000/m²) and for actual (₱3,560,000) and unrealized income damages (₱2,100,000), plus attorney’s fees (₱100,000).
- On November 11, 1996, the RTC rendered judgment in favor of WHI, ordering delivery of the right of way, sale of additional 500 m², annotation of title, payment of ₱5,568,000 damages, ₱100,000 attorney’s fees, and costs.
- On November 9, 1999, the Court of Appeals reversed and dismissed the complaint, holding the right-of-way and option provisions ultra vires Roxas’s authority and attributing construction delay to WHI’s fault.
- Present Petition
Issues:
- Authority and Enforceability
- Whether RECCI is bound by the Deed of Absolute Sale provisions granting WHI beneficial use of an existing right of way over Lot 491-A-3-B-1 and an option to buy additional area.
- Whether Roxas had actual, apparent, or ratified authority to grant such real rights beyond the May 17, 1991 Board resolution.
- Eviction of Squatters
- Whether RECCI breached its obligation under the deed to eject squatters within two weeks from September 5, 1991.
- Damages
- Whether WHI is entitled to damages for increased construction costs and lost rental income due to the eviction delay.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)