SECOND DIVISION
[G.R. No. 209334. October 6, 2021.]
GEORGE M. SALES, petitioner, vs.SPOUSES ALEJANDRO AND LYDIA PASOQUIN, SPOUSES WILFREDO AND LILIA VILLASANTA, AND THE REGALIA GROUP CORPORATION, respondents.
NOTICE
Sirs/Mesdames:
Please take notice that the Court, Second Division, issued a Resolution dated 06 October 2021which reads as follows:
"G.R. No. 209334 (George M. Sales v. Spouses Alejandro and Lydia Pasoquin, Spouses Wilfredo and Lilia Villasanta, and The Regalia Group Corporation). — This resolves the Petition for Review on Certiorari1 filed by George M. Sales (petitioner) assailing the Decision 2 dated February 25, 2013 of the Court of Appeals (CA) in CA-G.R. CV No. 98179 which dismissed his appeal and affirmed the Decision 3 dated October 25, 2011 of Branch 76, Regional Trial Court (RTC), Quezon City.
The facts, as summarized by the CA, are as follows:
In February 1997, petitioner, President and Chairman of the Digital Telecom Systems, Inc. (DTSI), along with Alejandro Pasoquin (Alejandro), Wilfredo Villasanta (Wilfredo) (collectively, respondents), and other members of the Board of Directors of DTSI, agreed to purchase one condominium unit each at Regalia Park Towers using the funds of DTSI, GMS Construction Corporation (GMSCC), and GM Sales Real Estate Corporation. Alejandro and Wilfredo separately executed reservation applications for the purchase of the following three-bedroom condominium units: (1) Unit No. 2202 in Tower A; and (2) Unit 2203 also in Tower I (subject units). The price per unit was P2,425,748.00. 4
DTSI and GMSCC each paid P125,000.00 as initial payment for the reservation fees while respondents paid the other half. On February 8, 2000, Condominium Certificate of Title Nos. N-24172 and N-24173, both in the name of the Regalia Group Corporation (Regalia), were issued for the subject units 2202 and 2203. 5
In 2003, DTSI suffered financial reverses. As a consequence, petitioner requested for a recapitalization of DTSI and demanded that each director sign a deed of assignment declaring him as assignee of the condominium units. The members of the Board initially refused, but they were later forced to agree to the proposal when petitioner withheld their salaries. Despite their misgivings, Alejandro and Wilfredo executed separate deeds of assignment in favor of petitioner covering their titles and interests on the subject units. 6
In September 2004, respondents separately signed letters formally rescinding the deeds of assignment they executed, alleging that their consent thereto was procured under duress by petitioner. They also went to Regalia to demand the titles of the subject units but the latter refused. Hence, respondents filed a complaint for specific performance before the Housing and Land Use Regulatory Board (HLURB). 7
In HLURB Case No. 100604-128820, the HLURB directed Regalia to execute the deeds of sale and to deliver to respondents the corresponding titles over the subject units. The HLURB decision was upheld by the Board of Commissioners and then affirmed by the Office of the President (OP) on appeal. On December 11, 2007, the HLURB decision became final and executory, and an entry of judgment was thereafter issued. 8 cTDaEH
Unsatisfied, petitioner filed a complaint for specific performance and quieting of title with the RTC to compel respondents Alejandro and Lydia Pasoquin, as well as Wilfredo and Lilia Villasanta to honor the deeds of assignment they executed in his favor. 9
Ruling of the RTC
On October 25, 2011, the RTC dismissed the complaint for lack of cause of action. It noted that the subject units belonged to DTSI, and not to petitioner himself. Moreover, it pointed out that except for his bare statement, petitioner's claim as trustee of the subject units was unsupported by evidence. 10
In addition, the RTC found that petitioner's claim of ownership, whether legal or equitable, was further belied by the stipulation that DTSI and GMSCC paid the entire purchase price of the subject units for the benefit of DTSI. 11
Thus, the RTC decreed:
WHEREFORE, premises considered, judgment is rendered dismissing this case as against defendants Sps. Alejandro and Lilia Pasoquin and Sps. Wilfredo and Lilia Villasanta.
SO ORDERED. 12
Aggrieved, petitioner appealed to the CA.
Ruling of the CA
In the assailed Decision, 13 the CA affirmed the RTC ruling in toto. It pointed out that the rights over the subject units were already determined in an HLURB decision which had already become final and executory. 14
The CA likewise ruled that petitioner had no legal or equitable title or interest over the subject units considering that: first, the properties were registered in the name of Regalia; and second, petitioner's claim that he was a trustee thereof was not supported by evidence. 15 It explained as follows:
It must also be noted that the subject units were purchased with the money or funds of DTSI. Plaintiff-appellant does not dispute such fact. Evidence on record also shows that the receipts of payment for the subject units were under the name of DTSI. Thus, the subject units were owned by DTSI, not plaintiff-appellant. Plaintiff-appellant's claim that DTSI is actually run as a sole proprietorship is improper. Records show that DTSI is registered as a corporation. Since the subject units are corporate properties, plaintiff-appellant has no cause of action against defendants-appellees. Every action must be prosecuted or defended in the name of the real party in interest, who stands to be benefited or injured by the judgment in the suit. Plaintiff-appellant is not the real party in interest in the instant case.
In view of the foregoing, plaintiff-appellant cannot maintain an action for quieting of title. He has no legal or equitable title or interest in the subject unit. Besides, no cloud is cast on his supposed title. The proceeding claimed to be casting cloud on his purported title was the proceeding before the HLURB and its decision awarding the title of the subject units to defendants-appellees. Yet, plaintiff-appellant cannot present any evidence to show that such proceeding is invalid or inoperative. The fact remains that the HLURB decision is already final and executory. The fundamental rule is that a final judgment that becomes executory is immutable and unalterable. It can no longer be disturbed or reopened no matter how erroneous it may be.
Accordingly, the court a quo did not err in dismissing plaintiff-appellant's complaint for quieting of title, specific performance, and damages. Defendant Regalia has no obligation to deliver the titles of the subject units to plaintiff-appellant. Its right and interest over the subject units were already determined in the final and executory decision of the HLURB. The obligation of defendant Regalia is toward defendants-appellees, the adjudged owners of the subject units. 16
Petitioner moved for reconsideration, but the CA denied the motion in its Resolution 17 dated September 30, 2013. Under the circumstances, the CA held that petitioner had failed to discharge the burden of proving that the HLURB decision was invalid or ineffective as to him. Thus, it concluded that petitioner cannot successfully claim that he has a legal or equitable title to the subject units. 18
Hence, the petition.
The Issue
The vital question for the Court's consideration is whether petitioner's complaint for specific performance and quieting of title was validly dismissed.
Petitioner asserts that the proceedings and the decision in HLURB Case No. 100604-128820, while having the semblance of validity and enforceability, are neither binding nor valid upon him. 19 Hence, the CA's disquisition that the HLURB proceedings, where respondents were declared the owners of the subject units, do not cast a cloud on his title as assignee and/or trustee, is flawed. 20 He insists that as the assignee of the subject units, he is the real party in interest to demand respondents' compliance with the deeds of assignment they previously executed in his favor. 21
In their Comment, 22 respondents argue that: (1) petitioner failed to establish his equitable title over the subject units; and (2) petitioner claimed that his title over the subject units is premised on the alleged deeds of assignment executed by them in his favor, but he failed to mention that he was merely acting as the trustee of DTSI which, by his own admission, is the real owner of the subject units. 23 cSaATC
Respondents further assert that petitioner failed to show that the proceedings before the HLURB constituted an invalid, ineffective, voidable, and/or unenforceable cloud on his claim over the subject units; 24 that the validity of the proceedings before the HLURB should be sustained as the decision therein is already final and executory; that the HLURB decision was already implemented; and that the full and complete possession of the subject units was already transferred to them. 25
In his Reply to Comment, 26 petitioner maintains that the proceedings before the HLURB were not valid and have no legal efficacy as to him. 27
The Court's Ruling
At the outset, it must be stressed that the issues raised in the petition are reiterations of the issues already discussed and considered by the RTC and the CA in their rulings. There being no showing that the RTC overlooked, misunderstood, or misapplied any fact relevant to the case, then its findings and conclusions, as affirmed by the CA, are binding on the Court. 28
Considerably, the subject units are corporate properties, hence, petitioner cannot claim ownership thereof. In fact, the stipulation that DTSI and GMSCC paid the entire purchase price of the subject units belies petitioner's claim of ownership, whether legal or equitable.
Settled is the rule that "[c]orporations have a personality that is separate and distinct from their stockholders and directors. A wrong to the corporation does not necessarily create an individual cause of action." 29 Thus, the Court explained in Cua, Jr. v. Tan30 that:
x x x where the acts complained of constitute a wrong to the corporation itself, the cause of action belongs to the corporation and not to the individual stockholder or member. Although in most every case of wrong to the corporation, each stockholder is necessarily affected because the value of his interest therein would be impaired, this fact of itself is not sufficient to give him an individual cause of action since the corporation is a person distinct and separate from him, and can and should itself sue the wrongdoer. Otherwise, not only would the theory of separate entity be violated, but there would be multiplicity of suits as well as a violation of the priority rights of creditors. Furthermore, there is the difficulty of determining the amount of damages that should be paid to each individual stockholder. 31
It is a universally recognized doctrine that a stockholder, even a director and president like petitioner, has no legal or equitable title to the corporate property. 32 Because petitioner has no title whatsoever over the subject units, it is evident that he has no cause of action against respondents and is not a real party in interest in the suit before the trial court. Perforce, Regalia has no obligation to deliver the titles of the subject units to petitioner.
Furthermore, a trust, whether express or implied, is not presumed. As such, "the burden of proving the existence of a trust is on the party asserting its existence, and such proof must be clear and satisfactorily show the existence of the trust and its elements." 33 Thus, the following elements must concur: "(1) a trustor or settlor who executes the instrument creating the trust; (2) a trustee, who is the person expressly designated to carry out the trust; (3) the trust res, consisting of duly identified and definite real properties; and (4) the cestui que trust, or beneficiaries whose identity must be clear." 34
Here, it was incumbent upon petitioner to prove the existence of the alleged trust relationship. Lamentably, petitioner failed in this respect.
It is settled that "[t]he existence of express trusts concerning real property may not be established by parol evidence. It must be proven by some writing or deed." 35 Notably, in petitioner's case, the only evidence to support his claim that a trust existed between him and Regalia was his own self-serving testimony, which does not constitute evidence adequate to support a conclusion. 36 On this point, the CA correctly ruled as follows:
Plaintiff-appellant's assertion that he is a trustee of DTSI, which paid for the subject condominium units, is not supported by evidence. x x x.
More importantly, plaintiff-appellant admitted that there was no written agreement of such trust. He also admitted that there was no board resolution approving or authorizing the purported trust agreement. It has been held that the existence of express trusts concerning real property may not be established by parol evidence. There must be some writing or deed. Without any writing to prove such express trust, plaintiff-appellant cannot validly claim that he is a trustee of DTSI. 37
Finally, petitioner assails the validity of the proceedings and the Decision in HLURB Case No. 100604-128820 as they allegedly cast clouds upon his title to the subject units.
Petitioner's contention, however, is patently without merit.
The official acts and decisions of the HLURB are presumed to be valid and regular unless the party assailing them can present evidence that they are invalid or void. In the case, petitioner miserably failed to discharge this burden. The HLURB proceedings and decisions in HLURB Case No. 100604-128820, it must be noted, are apparently valid and effective. The HLURB decision is a final decision that has not been reversed, vacated, or nullified. Hence, it is not a cloud on the title which should be quieted. EATCcI
WHEREFORE, the petition is DENIED. The Decision dated February 25, 2013 of the Court of Appeals in CA-G.R. CV No. 98179 is AFFIRMED.
SO ORDERED."
By authority of the Court:
(SGD.) TERESITA AQUINO TUAZONDivision Clerk of Court
Footnotes
1.Rollo, pp. 7-20.
2.Id. at 23-31; penned by Associate Justice Mariflor P. Punzalan Castillo with Associate Justices Amy C. Lazaro-Javier (now a Member of the Court) and Zenaida T. Galapate-Laguilles, concurring.
3.Id. at 36-46; penned by Presiding Judge Alexander S. Balut.
4.Id. at 23-24.
5.Id. at 24.
6.Id. at 24-25.
7.Id. at 25.
8.Id.
9.Id.
10.Id. at 44 and 46.
11.Id. at 44.
12.Id. at 46.
13.Id. at 23-31.
14.Id. at 30-31.
15.Id. at 26.
16.Id. at 30-31.
17.Id. at 33-34; penned by Associate Justice Mariflor P. Punzalan Castillo, with Associate Justices Amy C. Lazaro-Javier (now a member of the Court) and Zenaida T. Galapate-Laguilles, concurring.
18.Id. at 34.
19.Id. at 13.
20.Id. at 15.
21.Id. at 16.
22.Id. at 67-81.
23.Id. at 71-73.
24.Id. at 78.
25.Id. at 80.
26.Id. at 87-90.
27.Id. at 89.
28. See Reyes, Jr. v. Court of Appeals, 424 Phil. 829 (2002).
29.Villamor, Jr. v. Umale, 744 Phil. 31, 53 (2014).
30. 622 Phil. 661 (2009).
31.Id. at 715.
32.Villamor, Jr. v. Umale, supra note 29 at 48.
33.Cañezo v. Rojas, 563 Phil. 551, 565 (2007).
34.Id.
35.Id.
36.Id.
37.Rollo, pp. 29-30.