Vicente R. Gomez Jr., et al. vs. V-Tri Realty, Inc., et al.

[SEC-SICD * CASE NO. 3298. February 15, 1989.] VICENTE R. GOMEZ, JR.,ET AL. , plaintiffs , vs .V-TRI REALTY, INC.,ET AL. , respondents . D E C I S I O N The parties in the above-entitled case, assisted by their respective counsel, submitted a Joint Motion To Dismiss with the attached Compromise Agreement signed by them and their counsel praying that the same be approved and judgment be rendered therein, the terms and conditions of which are as follows: WHEREAS, V-TRI Realty, Inc. is a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines with principal office at Marikina, Metro Manila; WHEREAS, V-TRI Realty, Inc. has been in operation for years; WHEREAS, plaintiffs Vicente R. Gomez, Jr. (whose shares were allegedly transferred to Vicente M. Gomez III),Augusto M. Gomez, Nila Gomez-Santos, Trinidad Gomez-Reyes, Cesario M. Gomez, Eulogio M. Gomez, Ramon M. Gomez, and Manuel M. Gomez are stockholders of V-TRI Realty, representing fifty (509) per centum of its outstanding, capital stock, while defendants Ariston Gomez, Jr. and Ma. Rita Gomez Samson are also stockholders of said corporation representing fifty (50%) per centum of its outstanding capital stock, twenty-five (25%) per centum of which has allegedly been transferred to defendant Ariston Gomez, Sr. by virtue of a "Deed of Donation "inter vivos" executed by the deceased Consuelo C. Gomez, who died without issue on November 6, 1979; WHEREAS, the issue on the validity and due execution of the aforesaid "Deed of Donation "inter vivos" of the late Consuelo C. Gomez is still pending in Civil Case No. 36090 before the Regional Trial Court of Pasig, Metro Manila; WHEREAS, V-TRI Realty, Inc. has no outstanding obligation to any person, firm or entity; WHEREAS, the corporate assets of V-TRI Realty, Inc.,as far as known to the plaintiffs and defendants, consist of cash in bank, trust indentures, and real properties with their corresponding improvements, including but not limited to the following Transfer Certificates of Title issued by the Register of Deeds of the province of Rizal, namely: llcd a) Transfer Certificate of Title No. 138480 b) Transfer Certificate of Title No. 138481 c) Transfer Certificate of Title No. 138482 d) Transfer Certificate of Title No. 138483 e) Transfer Certificate of Title No. 138484 f) Transfer Certificate of Title No. 138485 g) Transfer Certificate of Title No. 147437 h) Transfer Certificate of Title No. 278273 WHEREAS, the plaintiffs and defendants have agreed to the dissolution of V-TRI Realty, Inc. and the distribution of its corporate assets among the stockholders. NOW, THEREFORE, for and in consideration of the foregoing premises, as well as the terms and conditions herein below stipulated, the parties hereto have agreed, as follows: 1. That V-TRI Realty, Inc. be dissolved by the Securities and Exchange Commission; 2. That the cash in bank and trust indentures of V-TRI Realty, Inc. be distributed among the stockholders in the following proportion: a. One-fourth (1/4),to the plaintiff Vicente R. Gomez, Jr.,(whose shares were allegedly transferred to Vicente M. Gomez III); b. One-fourth (1/4),to plaintiffs Augusto M. Gomez-Nila Gomez-Santos, Trinidad Gomez-Reyes, Cesario M. Gomez, Eulogio M. Gomez, Ramon M. Gomez, and Manuel M. Gomez; and c. One-half (1/2),to defendants Ariston Gomez, Sr.,Ariston Gomez, Jr. and Ma. Rita Gomez-Samson, one fourth (1/4) of which used to belong to the late Consuelo C. Gomez, the distribution of the said one-fourth (1/4) share is without prejudice to the final judgment in the above-stated Civil Case No. 36090, pending before the Regional Trial Court of Pasig, Metro Manila: Provided, That, in case final judgment is rendered in said Civil Case No. 36090 against defendant Ariston Gomez, Sr.,or successors-in-interest, the amount to be given to defendant Ariston Gomez, Sr.,or his successors-in-interest at the time of the distribution of said cash, shall be reimbursed to the legal owners thereof with annual interest at the legal rate, from the date of actual receipt by Ariston Gomez, Sr. of said cash until said amount is actually reimbursed. Otherwise, said cash shall be consolidated in the name of Ariston C. Gomez, Sr. 3. That after appraisal, the above-stated real properties of V-TRI Realty, Inc. be divided into four (4) equal lots determined on the basis of the appraised value, and distributed among the stockholders in the following manner: A disinterested person chosen by plaintiffs and defendants shall draw the lots. In order to determine the sequence of drawing, amongst the three (3) groups of stockholders plus the fourth share which used to belong to the late Consuelo Gomez to be given to Ariston Gomez, Sr.,a lottery shall be conducted. Thereafter, the drawing of properties divided into four (4) lots shall follow the sequence as the result of lottery above-mentioned. However, in the event that the four (4) lots cannot be equally divided, a balancing scheme shall be resulted to wherein the receiver(s) of the greater value shall pay in cash the receiver(s) of lesser value in the amount that will ultimately balance or equal the value of their respective shares. The receipt of the previous share of the late Consuelo C. Gomez in the real properties of V-TRI Realty, Inc. by defendant Ariston Gomez, Sr. shall be without prejudice to the final judgment in the aforesaid Civil Case No. 36090, pending before the Regional Trial Court of Pasig, Metro Manila, and in case final judgment in said Civil Case No. 36090 is rendered against defendant Ariston Gomez, Sr.,or his successors-in-interest, the latter shall surrender the ownership, possession, use and enjoyment thereof to their legal owners; provided, that, if the aforesaid properties have already been disposed of, defendant Ariston Gomez, Sr.,or his successors-in-interest, shall pay to the legal owners thereof their fair market value at the time of disposal. 4. That all other properties real or personal, which may now or hereafter be discovered or become the property of V-TRI Realty, Inc. shall be distributed among the stockholders in the same proportion and subject to the same conditions set forth in paragraph 2 and 3 above. WHEREFORE, premises considered, it is respectfully prayed that judgment be rendered approving this Compromise Agreement. WHEREFORE, finding the above Compromise Agreement to be in order and the same not being contrary to law, moral and public policy, the same is hereby APPROVED and JUDGMENT is hereby rendered in accordance therewith and the parties are hereby enjoined to comply with the provisions thereof. Accordingly, the corporation is hereby DISSOLVED pursuant to the Corporation Code. Let copy of this Decision be furnished the Corporate and Legal Department and Records Division of the Securities and Exchange Commission for inclusion to the corporate records on file. LLjur SO ORDERED. (SGD.) ANTERO F. L. VILLAFLOR, JR. Hearing Officer