Case Summary (G.R. No. 173454)
Facts
On November 28, 1997, Mega Prime filed a complaint seeking annulment of a deed of sale executed on September 27, 1996. PNB agreed to sell its shares in PNB-Madecor to Mega Prime for P505,620,000.00, under an "as is where is" basis. Mega Prime later discovered a critical issue regarding the property covered by Transfer Certificate of Title (TCT) No. 160470, which was entitled outside the commerce of man, further complicating their plans to develop the property. Mega Prime sought to annul the sale based on allegations of misrepresentation by PNB regarding ownership of PNB-Madecor's assets.
Legal Arguments
PNB asserted that the sale involved its shares of stock in PNB-Madecor and not the properties owned by it. PNB denied allegations of misrepresentation, maintaining that Mega Prime, as an experienced real estate company, acted at its own risk. Conversely, Mega Prime contended it relied on the assertion that it was acquiring valuable real estate through the transaction and sought damages for expenses incurred related to property development.
RTC and CA Dispositions
The RTC ruled in favor of Mega Prime, declaring the deed of sale void and granting damages to Mega Prime. However, the CA reversed this decision, determining that no grounds existed to annul the sale and dismissed the claims for damages by both parties. PNB subsequently appealed the dismissal of its counterclaim, while Mega Prime contested the nullification of the RTC's favorable ruling.
Issues
The Court faced primary questions of whether grounds existed for the annulment of the deed of sale and whether damages claimed by either party were justifiable.
Ruling on Annulment
The Court ruled that no sufficient grounds existed to annul the deed of sale. It indicated that the presence of another title for the property did not imply PNB’s fraudulent misrepresentation. In fact, it noted that the transaction was conducted with regularity and PNB had no prior knowledge of issues surrounding TCT No. 160470. The ruling emphasized that mega Prime, as an experienced entity, had presumed knowledge of the titles and the nature of the transaction under an "as is where is" condition.
Ruling on Breach of Warranty
While the annulment claim was denied, the Court acknowledged that PNB breached its warranties relating to the sale, particularly concerning the validity of the property's title. The Court decreed that the consideration for the sale be proportionately reduced to account for the defected property covered by TCT No. 160740, recognizing that transfer of property formed an essential aspect of the deed.
Claims for Damages
Both parties’ claims for damages were d
...continue readingCase Syllabus (G.R. No. 173454)
Case Overview
- This case involves consolidated petitions for review on certiorari by the Philippine National Bank (PNB) and Mega Prime Realty and Holdings Corporation concerning the annulment of a contract for the sale of shares in PNB Management and Development Corporation (PNB-Madecor).
- The case revolves around issues of breach of warranties in real estate sales, misrepresentation, and the implications of the "as is where is" principle in property transactions.
Facts of the Case
- Mega Prime filed a complaint for annulment of contract against PNB on November 28, 1997, later amending the complaint on February 17, 1998.
- PNB opted to sell its stockholdings in PNB-Madecor to Mega Prime as part of its privatization plan, culminating in a deed of sale executed on September 27, 1996.
- The sale was for a total of P505,620,000.00, with specific financial arrangements outlined in the deed.
- Mega Prime intended to develop a property known as the Pantranco property, which was included in the sale.
- However, issues arose when it was revealed that part of the property (covered by TCT No. 160470) was also titled in the name of the Quezon City Government.
Contentions of the Parties
Mega Prime's Allegations:
- Claimed misrepresentation by PNB regarding the ownership of the property covered by TCT No. 160470, asserting it was outside the commerce of man.
- Sought to annul the deed of sale, reimbursement of P150,000,000 for incurred expenses, and damages.
PNB's Defense: