Title
Kaoru Tokuda vs. Gonzales
Case
G.R. No. 139628
Decision Date
May 5, 2006
Shareholders dispute over stock assignment, harassment claims, and damages; courts upheld validity of assignment, ruled harassment occurred, and denied appeal due to untimely objections.

Case Summary (G.R. No. 197592)

Background Facts

Respondent Manila Asia Travel Service Corporation, a domestic corporation involved in travel arrangements, was led by its president, Milagros Gonzales. In 1989, Gonzales assigned her subscription of 1,500 shares of stocks in the corporation to the Tokuda spouses, amounting to a total of P300,000. A portion of this amount, specifically P115,500, was due immediately, with a remaining balance due within 90 days. Following this assignment, Kaoru Tokuda assumed the role of vice-president, leading to the subleasing of office space from the Tokudas. However, issues arose when Mrs. Tokuda and her co-petitioners expressed dissatisfaction regarding a passport application delay involving a third party, Rosemarie Adlaon. Tensions escalated when the Tokudas allegedly locked the respondents out of their office and disconnected the telephone line.

Legal Proceedings

In response to these actions, the respondents filed a complaint for damages and an injunction against the Tokudas and their co-petitioners. The Regional Trial Court ruled in favor of the respondents, declaring a permanent writ of preliminary injunction against the petitioners and awarding various damages, including moral and exemplary damages, attorney’s fees, and the costs of suit.

Court of Appeals Ruling

The petitioners appealed to the Court of Appeals, which upheld the trial court’s decision. The appellate court concluded that the assignment of shares was valid as evidenced by the petitioners' affidavits, and found that the actions taken by the Tokudas constituted harassment towards the respondents.

Issues Raised by Petitioners

The petitioners raised multiple issues in their appeal before the Court, including the authenticity of the assignment of shares, the legitimacy of their actions regarding the alleged harassment, and the claim that they were denied their right to a fair hearing because they missed a scheduled court date. Petitioners argued that they did not consent to the share assignment and denied having subleased the office space, citing lease restrictions.

Respondent's Arguments

The respondents countered these claims by asserting that the petitioners had already confirmed the share assignment through affidavits and receipts presented during the trial. They further contested the petitioners' assertions regarding the subleasing, stating that the petitioners had not provided any lease documentation to corroborate their claims.

Supreme Court's Analysis

The Supreme Court focused on the factual nature of the issues raised by the petitioners, affirming that whether there was an assignment of shares or acts of harassment committed were questions of fact, already thoroughly examined by the RTC and

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