G.R. No. L-28594 - Ramos vs. Aquino

Case Summary (G.R. No. L-28594)

Petitioner’s Factual Narrative

Petitioner Francisco, widowed in 1983, began a relationship with Victoria Quirino Gonzales and later married her on June 20, 1987. Petitioner alleges he purchased the condominium unit for Victoria’s benefit using his own funds but caused the title to be registered in the name of respondent GQ Realty to bolster the corporation’s apparent assets and attract investors. Petitioner lived in the unit. After Victoria’s death in 2006, petitioner discovered the unit had been transferred from GQ Realty to respondent Rosario, whereupon he filed suit asserting an implied trust and seeking reconveyance, nullity of sale, and damages.

Respondents’ Factual Narrative

Respondents characterize GQ Realty as a family holding corporation formed to hold Victoria’s properties, not as an operating real estate business seeking investors. They contend Victoria purchased the adjacent unit for her daughter Rosario (paraplegic) and later retained the subject unit for herself. Prior to Victoria’s death, Victoria and petitioner executed an ante‑nuptial agreement (June 15, 1987) establishing complete separation of property and a clause that gifts from petitioner to Victoria would be Victoria’s exclusive property. Respondents assert Rosario paid taxes, mortgaged the property with BPI in 2000, and later acquired title to the unit.

Procedural History in the Trial Court

Petitioner filed a verified complaint (later amended) on July 12, 2007, for reconveyance based on an implied trust. Respondents answered with counterclaims and raised affirmative defenses, including that petitioner waived any interest by the ante‑nuptial agreement and that the claim prescribed. Respondents moved for a preliminary hearing on affirmative defenses. The RTC held a preliminary hearing, after which it dismissed the complaint by order dated January 29, 2014 on the grounds of prescription and waiver/abandonment/extinguishment, denying petitioner’s motion for reconsideration. Petitioner appealed to the Court of Appeals.

Ruling of the Court of Appeals

The Court of Appeals held the RTC erred in finding prescription because an action for reconveyance based on an implied or constructive trust prescribes after ten years from repudiation but is imprescriptible if the movant is in actual, continuous and peaceful possession (citing Sps. Yu Hwa Ping and Mary Gaw v. Ayala Land, Inc.). The CA nevertheless affirmed dismissal on the narrower ground of waiver, concluding the ante‑nuptial agreement clearly evidenced petitioner’s waiver of any interest in Victoria’s properties, and that the certificate of title and transfer documents supported respondents’ ownership. The CA therefore denied petitioner’s appeal, stating the action was dismissed on the ground of waiver only.

Issue Presented to the Supreme Court

Whether petitioner waived, abandoned, or otherwise extinguished any alleged interest in the subject condominium unit by executing the ante‑nuptial agreement providing for complete separation of property and stipulating that gifts from petitioner to Victoria would be Victoria’s exclusive property, including property held by Victoria’s family corporation.

Supreme Court’s Consideration of Procedural Arguments

Petitioner argued that respondents waived the affirmative defense of waiver by failing to plead it, that waiver required a full trial on evidentiary matters, and that he in fact did not waive his rights. The Court examined the Amended Answer and found respondents had sufficiently pleaded the ante‑nuptial agreement and its pertinent provisions, attached a copy, and thereby adequately raised waiver as an affirmative defense. The Court further noted the RTC properly held a preliminary hearing on those defenses under Rule 16 §6; petitioner failed to appear and present evidence at that preliminary hearing despite notice. Under Rule 8 §7, the substance of the written instrument was set forth and attached; petitioner did not specifically deny under oath the genuineness and due execution of the ante‑nuptial agreement, so those facts were deemed admitted.

Analysis of the Ante‑Nuptial Agreement and its Legal Effect

The Court reproduced and relied on the operative provisions of the ante‑nuptial agreement: (1) regime of complete separation of property; (2) all property then owned or thereafter owned by each party remains the exclusive property of that party; (3) gifts from petitioner to Victoria would be her exclusive property; and (4) neither shall acquire any interest, directly or indirectly, over the other’s properties. Accepting petitioner’s factual allegations hypothetically as true, the Court concluded that petitioner’s acquisition of the condominium—motivated by beneficence toward Victoria and accomplished by registering title in GQ Realty at Victoria’s suggestion—constituted a gift to Victoria. Because petitioner expressly disclaimed any interest in gifts to Victoria in the ante‑nuptial agreement executed shortly after the acquisition, petitioner’s alleged interest was waived and extinguished.

Corporate Form and Treatment of GQ Realty

The Court evaluated GQ Realty’s corporate character and found it to be a family holding company and, in substance as to the subject property, essentially Victoria’s alter ego: Victoria was a majority shareholder and incorporator, the principal office was Victoria’s residence, capital structure showed her dominant interest, and the corporation did not operate a typical real estate business apart from transactions involving Victoria’s c

Case Syllabus (G.R. No. L-28594)

Nature of the Case and Relief Sought

Appeal to the Supreme Court via Petition for Review on Certiorari under Rule 45, assailing the Decision dated March 22, 2018 and Resolution dated July 24, 2018 of the Court of Appeals in CA-G.R. CV No. 106413.
The underlying case in the Regional Trial Court, Makati City, Branch 139, was Civil Case No. 07-623: a Verified Complaint for Reconveyance, Declaration of Nullity of Sale, and Damages filed by petitioner Francisco C. Delgado (through his son Jose Mari Delgado).
The primary relief sought by petitioner Francisco: reconveyance of Unit 12-C, Urdaneta Apartments Condominium (the subject property), on the theory of an implied trust and declaration that transfers were null, plus damages.

Parties

Petitioner: Francisco C. Delgado, represented in the petition by his son Jose Mari Delgado.
Respondents: GQ Realty Development Corporation (GQ Realty), Ma. Rosario Gonzales-Meyer (respondent Rosario), Karl Kurt Edward Meyer, and the Registry of Deeds of Makati City.
Relevant third persons and family connections: Victoria Quirino Gonzales (deceased spouse of petitioner Francisco), Victoria’s children with her former husband Luis Gonzales (including respondent Rosario), and the Gonzales/Quirino family background as alleged in the pleadings.

Key Documentary Exhibits and Records

Condominium Certificate of Title (CCT) No. 9159 showing GQ Realty as the owner (Exhibit B).
Ante-Nuptial Agreement dated June 15, 1987, executed by petitioner Francisco and Victoria Quirino Delgado (contained in the records and appended to pleadings).
Amended Complaint and Amended Answer with Counterclaims (records contain originals and amendments).
Deed of Absolute Sale transferring the condominium from GQ Realty to respondent Rosario, and subsequent CCT No. 101544 in respondent Rosario’s name.
Articles of Incorporation of GQ Realty showing capital structure and Victoria’s substantial shareholdings.

Factual Background — Petitioner’s Version

Petitioner Francisco was widowed (wife Carmencita died January 15, 1983), father of five children including Jose Mari.
He later formed a relationship with Victoria Quirino Gonzales (daughter of former President Elpidio R. Quirino), who had been formerly married to Luis Gonzales (deceased 1984) and had four children including respondent Rosario.
Petitioner Francisco alleged that he offered to buy real properties with his own funds to be registered in the name of GQ Realty so that the company would appear to have sufficient assets to attract investors; Victoria allegedly agreed.
Petitioner Francisco purchased Unit 12-C, Urdaneta Apartments Condominium (subject property); CCT No. 9159 issued in the name of respondent GQ Realty.
Petitioner Francisco allegedly lived in the subject property despite the certificate being in GQ Realty’s name.
Petitioner Francisco and Victoria married on June 20, 1987.
Victoria died on November 29, 2006 in Amsterdam; thereafter Victoria’s children allegedly distributed properties held in trust by her corporations, and the subject property was transferred from GQ Realty to respondent Rosario.
Petitioner Francisco’s legal theory: the subject property was purchased by him with his funds and was held in an implied trust by GQ Realty for his benefit; he asserted right to reconveyance.

Factual Background — Respondents’ Version

Respondents alleged GQ Realty was a family corporation established in 1984 to hold Victoria’s properties; it was not organized to invite outside investors or to operate as a genuine real estate enterprise.
Victoria was financially secure after the death of Luis and resided in Unit 12-B (beside the subject property); she did not need to engage in business.
Victoria purchased the subject property on April 27, 1987, originally to provide a residence for respondent Rosario (a paraplegic), but later swapped units and kept the subject property for herself while Rosario took Unit 12-B.
Before marrying petitioner Francisco, Victoria and petitioner executed an Ante-Nuptial Agreement dated June 15, 1987 stating their property relations under complete separation of property and designating each spouse’s properties as their exclusive property.
After marriage petitioner Francisco moved into the subject property; respondent Rosario alleged close relations with petitioner Francisco during Victoria’s life but that Victoria later transferred properties to her children. Respondent Rosario alleged she paid real estate taxes on the subject property since 1998 and mortgaged it with BPI in 2000 through GQ Realty.
After Victoria’s death, tensions between petitioner Francisco’s children and Victoria’s children arose, and Victoria’s children were allegedly prohibited from entering the subject property.

Procedural History in the RTC

Complaint for Reconveyance, Declaration of Nullity of Sale, and Damages filed July 12, 2007; Amended Complaint filed August 8, 2007.
Respondents filed Answer with Counterclaims (Sept. 4, 2007) and Amended Answer with Counterclaims (Sept. 24, 2007).
Respondents moved for a Preliminary Hearing on Affirmative Defenses (Motion dated Aug. 11, 2009) asserting among others that petitioner Francisco’s claim was barred by the Ante-Nuptial Agreement (waiver/abandonment/extinguishment) and that the Complaint had prescribed (20 years elapsed since registration of title in 1987).
The RTC granted the Motion for Preliminary Hearing on Jan. 26, 2012, and conducted a preliminary hearing held March 2, 2012 (order shows only respondents appeared; petitioner failed to appear despite due notice).
RTC issued Order dated Jan. 29, 2014 dismissing the Complaint on grounds of prescription and that petitioner’s claim had been waived, abandoned, or otherwise extinguished by the Ante-Nuptial Agreement. The Order explained:
- Title registered to GQ Realty April 27, 1987 (CCT No. 9159); action filed July 12, 2007 — over 20 years later => time-barred.
- Ante-Nuptial Agreement expressly provided Victoria’s properties remained her own and that petitioner Francisco would not acquire any interest directly or indirectly over Victoria’s properties; therefore the claim was waived/abandoned/extinguished.
Petitioner Francisco filed Motion for Reconsideration (Apr. 4, 2014); RTC denied it by Order dated Jan. 20, 2016 for lack of merit.
Petitioner Francisco appealed to the Court of Appeals on Feb. 16, 2016.

Court of Appeals Decision

The CA in CA-G.R. CV No. 106413 issued Decision dated March 22, 2018 denying petitioner Francisco’s appeal and affirmed the RTC’s dismissal but replaced the RTC’s dual grounds with a dismissal grounded on waiver only.
CA addressed two issues: (1) prescription of the reconveyance action, and (2) whether the Ante-Nuptial Agreement waived/extinguished petitioner Francisco’s claim.
On prescription: CA held RTC was incorrect insofar as it ruled the action had prescribed because an action for reconveyance based on implied trust prescribes after 10 years from the date the adverse party repudiates the trust but is imprescriptible if the movant is in actual, continuous, and peaceful possession. It found it undisputed that petitioner Francisco was in actual and continuous possession prior to his death.
On waiver: CA upheld dismissal on ground that the Ante-Nuptial Agreement showed petitioner Francisco had expressly agreed that Victoria’s properties would remain her absolute property and that he would not acquire any interest directly or indirectly over her properties; the certificate of title, deed of sale, and subsequent title in respondent Rosario’s name supported respondents’ ownership claims