Case Summary (G.R. No. 146089)
Key Individuals and Context
Petitioners: Virginia Gochan, Louise Gochan, Lapu-Lapu Real Estate Corporation, Felix Gochan and Sons Realty Corporation, Mactan Realty Development Corporation (heirs of the late Ambassador Esteban Gochan and acquirers of corporate shares).
Respondents: Mercedes Gochan, Alfredo Gochan, Angelina Gochan-Hernaez, Ma. Merced Gochan Gorospe, Crispo Gochan, Jr., Marlon Gochan (former shareholders alleging additional consideration).
Context: Respondents sold their shares in two real-estate corporations to petitioners for P200,000,000 and executed receipts and quitclaims; petitioners signed a promissory note containing an undisclosed clause.
Key Dates
1996: Offer and payment of P200 million for corporate shares.
April 3, 1998: Filing of complaint for specific performance and damages (RTC Cebu City, Branch 11).
August–September 1998: RTC denied preliminary hearing on affirmative defenses; motion for reconsideration denied.
September 10, 1999 & November 22, 2000: Court of Appeals denied petition for certiorari and reconsideration.
December 13, 2001: Supreme Court decision.
Applicable Law
1987 Philippine Constitution (jurisdictional requirements).
Rules of Court: Rule 4 (real actions), Rule 16, Section 6 (preliminary hearing on affirmative defenses), Rule 65 (certiorari), Rule 141, Section 7 (docket fees).
Statute of Frauds (requirement of written memorandum for real-estate conveyance).
Procedural History and Trial Court Orders
Respondents sued for specific performance of property conveyance allegedly promised in a Provisional Memorandum of Agreement, seeking transfer of multiple parcels in addition to P200 million and damages. Petitioners raised affirmative defenses—lack of jurisdiction for improper docket fees, Statute of Frauds, extinguishment by payment, waiver and non-joinder. The RTC denied a preliminary hearing on these defenses, finding them not indubitable, and also ruled that the contract was executed, rendering the Statute of Frauds inapplicable.
Court of Appeals Ruling
The Court of Appeals dismissed the certiorari petition, holding that the RTC had discretion under Rule 16, Section 6, and did not commit grave abuse in refusing to entertain affirmative defenses preliminarily. A motion for reconsideration was likewise denied.
Issue on Jurisdiction and Docket Fees
The Court examined whether the complaint, although styled as specific performance, sought conveyance of real property and thus constituted a real action under Rule 4. It held that the true nature of an action is determined by its relief sought. Here, respondents sought deeds of conveyance, making it a real action requiring docket fees based on the assessed or estimated value of the properties. Respondents had not alleged such values or paid the correct fees; their insistence on a specific-performance label could not vest jurisdiction.
Statute of Frauds and Executed Contract
The RTC’s denial of the preliminary hearing rested partly on its view that the contract was executed and thus beyond the Statute of Frauds. The Supreme Court agreed that once performance is complete, equity allows evidence notwithstanding the Statute of Frauds, but this did not negate the necessity of preliminary determination on defenses that appeared indubitable on their face.
Forum-Shopping Allegation
Respondents accused petitioners of forum-shopping for filing two certiorari petitions in different divisions of the Court of Appeals. The Court applied the Golangco test—identity of issues and reliefs—and found no forum-shoppi
Case Syllabus (G.R. No. 146089)
Facts of the Case
- Respondents were minority stockholders in two closely related corporations (Felix Gochan and Sons Realty Corporation and Mactan Realty Development Corporation).
- In 1996, respondents offered to sell a total of 254 shares in the first corporation and 1,624 shares in the second to the petitioners (heirs of Ambassador Esteban Gochan) for ₱200,000,000.00.
- Petitioners paid the full ₱200,000,000.00 and received “Receipts” from respondents.
- Respondents also signed “Release, Waiver and Quitclaim” documents promising not to sue petitioners for any claim related to the share sale.
- Respondents (through Crispo Gochan, Jr.) required petitioners to sign a hand-written promissory note concealing the true purchase price and adding a clause that the paid amount was “in partial consideration of the sale.”
- On April 3, 1998, respondents filed Civil Case No. CEB-21854 in the Regional Trial Court (RTC) of Cebu City seeking specific performance and damages, praying for conveyance of several parcels of real property in Cebu and additional monetary compensation.
Procedural History
- Petitioners filed an Answer in the RTC, asserting five affirmative defenses: improper docket fees, Statute of Frauds, payment extinguishment, waiver/quitclaim, and non-joinder of indispensable parties.
- On August 7, 1998, petitioners moved for a preliminary hearing on those defenses; the RTC denied it on August 11, 1998, ruling the defenses not “indubitable.”
- The RTC likewise denied petitioners’ motion for reconsideration on September 11, 1998.
- Petitioners sought certiorari from the Court of Appeals (CA-G.R. SP No. 49084). On September 10, 1999, the Court of Appeals dismissed their petition for lack of grave abuse of discretion;