Title
St. Mary's Farm, Inc. vs. Prima Real Properties, Inc.
Case
G.R. No. 158144
Decision Date
Jul 31, 2008
Petitioner alleged forgery of a board resolution authorizing sale of land to Prima, but Supreme Court upheld Prima as a buyer in good faith, ruling petitioner estopped after accepting purchase price.

Case Summary (G.R. No. 158144)

Factual Background

St. Mary’s Farm, Inc. was the registered owner of a parcel of land measuring 25,598 square meters in Las Piñas City, covered by Transfer Certificate of Title No. S-1648. Following a decision in a related civil case, the corporation’s board authorized Rodolfo A. Agana to sell a portion (4,000 square meters) of the property to T.S. Cruz Subdivision. Subsequently, Agana allegedly forged a board resolution to sell the remaining land (21,598 square meters) to Prima Real Properties, which led to a series of transactions culminating in the cancellation of St. Mary’s title and issuance of a new title to Prima.

Procedural History

After the sale to Prima, St. Mary’s filed a complaint for annulment of the sale against the respondents, arguing that Agana lacked authority due to the forged resolution and that Prima had acted in bad faith in relying on that resolution. The Regional Trial Court dismissed the complaint, concluding that Prima was a buyer in good faith, having relied on a notarized board resolution that purportedly granted Agana authority to sell. This decision was affirmed by the Court of Appeals.

Key Legal Issues

  1. Whether Rodolfo A. Agana was duly authorized to sell the property.
  2. The validity of St. Mary's claims regarding the lack of authority.
  3. Whether Prima acted in good faith and with reasonable prudence in seeing the sale through.

Findings on Authorization

St. Mary’s alleged that the resolution allowing Agana to sell the property was a forgery. However, the court found that the notarization of the resolution provided a presumption of authenticity. Testimonies challenging the resolution’s authenticity did not provide compelling evidence to overturn this presumption.

Issues of Good Faith

The court emphasized that Prima acted in good faith by relying on the notarized documents presented by Agana that supported his authority to transact on behalf of St. Mary’s. The standard for good faith requires a buyer to have no notice of competing claims or defects in title. The court concluded that Prima fulfilled these conditions: Agana was recognized as the registered owner, possessed the required documentation, and no competing claims were evident at the time of purchase.

Conclusion on the Inquiries and Proof

The court reaffirmed the importance of relying on the presumption of authenticity that comes with notarized documents. It noted that mere allegations of forgery are insufficient to m

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