Title
Supreme Court
Lopez Realty, Inc. vs. Spouses Tanjangco
Case
G.R. No. 154291
Decision Date
Nov 12, 2014
LRI's sale of Trade Center Building shares to Tanjangcos upheld; stockholders ratified sale, no valid compromise agreement, no damages owed.

Case Summary (G.R. No. 154291)

Antecedent Facts

– LRI and Dr. Jose Tanjangco co-owned three parcels known as the Trade Center Building, each covered by TCT Nos. 127778–80. Jose’s half was later registered in his son Reynaldo’s and daughter-in-law’s names.
– July 27, 1981 stockholders’ meeting offered LRI’s half-share for sale. Spouses Tanjangco proposed ₱3.6 million plus 50% of receivables (₱3.8 million total). Asuncion counter-offered ₱5 million. The meeting granted Asuncion ten days’ priority to match the Tanjangcos’ offer; failure to act would deem acceptance.
– Asuncion did not exercise the option. On August 17, 1981, a special board meeting (without notice to Asuncion) authorized Arturo Lopez to conclude the sale. On August 25, 1981 he executed a deed of sale to Jose (via Manuel) at ₱3.6 million, 50% payable on registration, balance in 30 days.
– Asuncion, abroad at the time, objected by cable on August 25. The board (September 1) postponed action on her request. On September 16 the board deferred any repeal until Arturo and Asuncion conferred. Arturo nonetheless executed a second deed of sale (October 5, 1981) in favor of the spouses Tanjangco, who paid ₱1.8 million and registered the titles under TCT Nos. 145983–85.

Procedural History

– November 4, 1981: LRI and Asuncion filed for annulment of sale, cancellation of titles, reconveyance, damages, and injunctive relief. Trial court issued TRO enjoining further payments.
– Spouses Tanjangco moved for production of board resolutions authorizing Asuncion’s suit. Arturo moved to dismiss for SEC’s exclusive jurisdiction over intra-corporate disputes and litis pendentia (SEC Case No. 2164).
– July 30, 1982: LRI stockholders meeting purportedly ratified and confirmed the Trade Center sale.
– November 11, 1982: Juanito L. Santos sought to intervene as executor of deceased director Teresita’s estate.
– March 1, 1985: SEC dismissed SEC Case No. 2164 on joint motion by Arturo and Asuncion, citing a final settlement.
– Trial (1995) included petitioners’ claim of a separate compromise agreement to reacquire the Tanjangcos’ interest for ₱6 million, requiring Asuncion’s costly asset dispositions and loans.

Trial Court Decision (June 25, 1997)

– Held the August 17, 1981 board meeting void for lack of notice to Asuncion under Sec. 53 of the Corporation Code; deed of sale dated October 5, 1981 was null and void.
– Found the July 30, 1982 meeting failed to ratify the sale because only two valid director-votes (de Leon, Bernardino) favored ratification, below majority.
– Ordered cancellation of TCT Nos. 145983–85, reinstatement of 127778–80, reconveyance, accounting of rentals, return of ₱1.8 million, and attorney’s fees.
– Denied damages on the asserted compromise agreement for lack of perfected written contract.

Court of Appeals Decision (February 22, 2002)

– Reversed trial court. Applied this Court’s 1995 ruling in Lopez Realty, Inc. v. Fontecha that the August 17, 1981 board resolution was implicitly ratified by subsequent corporate conduct, including Asuncion’s own acquiescence in approving gratuity payments.
– Found the Trade Center sale ratified in the joint directors-and-stockholders meeting of July 30, 1982. Even excluding executor Santos’s vote, it held that three directors (including Leo Rivera) tacitly approved, satisfying majority, and stockholders representing two-thirds of capital stock ratifie




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