THIRD DIVISION
[G.R. No. 215611. April 24, 2017.]
JOSE P. TAMBUNTING, SR., MIGUEL A. TAMBUNTING, JOSE A. TAMBUNTING, JR., JOSE TORRES SANCHEZ, LANDA BUSTAMANTE, SONIA MARTIN, FAR EAST MERCHANTS HOLDING CO., INC., petitioners,vs. SPOUSES ANDRES T. LIBORO & TERESITA LIBORO, for themselves and on behalf of PHIL. MERCHANTS HOLDING CO., INC., respondents.
NOTICE
Sirs/Mesdames :
Please take notice that the Court, Third Division, issued a Resolution datedApril 24, 2017, which reads as follows:
"G.R. No. 215611 (JOSE P. TAMBUNTING, SR., MIGUEL A. TAMBUNTING, JOSE A. TAMBUNTING, JR., JOSE TORRES SANCHEZ, LANDA BUSTAMANTE, SONIA MARTIN, FAR EAST MERCHANTS HOLDING CO., INC., Petitioners v. SPOUSES ANDRES T. LIBORO & TERESITA LIBORO, for themselves and on behalf of PHIL. MERCHANTS HOLDING CO., INC., Respondents). — The Court resolves to NOTE and GRANT the Joint Manifestation and Motion dated October 4, 2016, filed by the parties and aided by their respective counsels, submitting to the Court a copy of the compromise agreement entered into by themselves and praying that judgment in this case be rendered on the basis thereof.
The issue focuses on the ownership of stocks of the Philippine Merchants Holdings Co., Inc. (PMHCI), a corporation that is the registered owner of the property located at No. 12 Mahogany St., South Forbes, Makati City (the Mahogany Property).
Respondent Teresita Liboro (Teresita) was the sister of petitioner Jose Tambunting, Sr. (Jose, Sr.), now deceased, whose children were the incorporators of PMHCI, namely: Aurora A. Tambunting, Regina T. Roxas, Miguel A. Tambunting, Victor A. Tambunting, and Jose A. Tambunting Jr.
Far East Merchants Holdings Co., Inc. (FEMHC) is a corporation having the same set of incorporators.
On October 30, 2002, Teresita, in her capacity as the representative of PMHCI, purchased the Mahogany Property for P70,000,000.00. 1 Consequently, Jose, Sr. granted to respondent spouses usufructuary rights over the Mahogany property. 2
On November 26, 2002, PMHCI's Board of Directors approved FEMHC's subscription to 1,200,000 of PMHCI's unissued portion of its authorized capital stock. The petitioners later increased PMHCI's authorized capital stock by 50 million shares.
Respondent spouses challenged FEMHC's subscription to PMHCI's shares of stock. Asserting themselves to be PMHCI's stockholders and members of its Board of Directors, they filed against the petitioners a petition to seek injunction; declaration of nullity of shares of stock; annulment of the acts, resolutions, general information sheet (GIS), and documents issued without corporate authority; and damages (with prayer for the issuance of a temporary restraining order and writ of preliminary injunction) in the Regional Trial Court in Makati (RTC), docketed as Civil Case No. 09-841 and assigned to Branch 66 thereof. 3
The RTC rendered judgment in Civil Case No. 09-841 declaring petitioners Miguel A. Tambunting and Jose A. Tambunting Jr. as the majority stockholders of PMHCI, and ordering the cancellation of the annotation on the Mahogany property of the usufructuary rights granted to respondent spouses. 4
The respondents appealed to the Court of Appeals (CA). 5
On March 25, 2014, the CA promulgated its decision reversing and setting aside the judgment of the RTC, 6 and holding that petitioners' acts of issuing 1,200,000 shares of stock of PMHCI in favor of FEMHC and increasing the authorized capital stock of PMHCI by 50 million shares of stock were void. It also directed the petitioners to recognize Teresita and her trustees as lawful stockholders of PMHCI. 7
Upon denial of their motion for reconsideration through the resolution promulgated on December 1, 2014, 8 the petitioners have come to this Court via petition for review on certiorari.
On October 7, 2016, during the pendency of this appeal, the parties submitted a Joint Manifestation and Motion, 9 with the Compromise Agreement attached.
The Compromise Agreement reads: 10
This Agreement, made and entered into this 4th, day of October 2016, by and among:
JOSE P. TAMBUNTING, SR., Filipino [now deceased], with address at the time of death at No. 12 Palm Avenue, Dasmariñas Village, Makati City, Metro Manila, represented herein by her lawful spouse, Josefina A. Tambunting, and their children, Miguel A. Tambunting, Jose A. Tambunting, Jr., Aurora A. Tambunting, Regina A. Tambunting-Roxas and Victor A. Tambunting;
MIGUEL A. TAMBUNTING, Filipino, of legal age, married to Claudia Wilson-Tambunting, with address at No. 2 Narra Street, South Forbes Park, Makati City, Metro Manila, in his personal capacity and as son and heir of the late Jose P. Tambunting, Sr.; and
JOSE A. TAMBUNTING, JR., Filipino, of legal age, married to Bianca Santos-Tambunting, with address at No. 12 Palm Avenue, Dasmariñas Village, Makati City, Metro Manila, in his personal capacity and as son and heir of the late Jose P. Tambunting, Sr.;
ROSEMARIE T. SANCHEZ, a.k.a. Rose Torres Sanchez, Filipino, of legal age, with address at c/o No. 3606 P. Cortez Street, Brgy. Pinagkaisahan, Makati City, Metro Manila;
FRANCISCA BUSTAMANTE, a.k.a. Landa Bustamante, Filipino, of legal age, with address at c/o No. 3606 P. Cortez Street, Brgy. Pinagkaisahan, Makati City, Metro Manila;
SONIA Y. MARTIN, Filipino, of legal age, with address at c/o No. 3606 P. Cortez Street, Brgy. Pinagkaisahan, Makati City, Metro Manila; and
FAR EAST MERCHANT HOLDING CO., INC. [SEC Registration No. CS2002-53425], a domestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with address at No. 3606 P. Cortez Street, Barangay Pinagkaisahan, Makati City, Metro Manila, represented herein by its President, Miguel A. Tambunting, as evidenced by a Directors/Secretary's Certificate dated 04 October 2016, a copy of which is attached and made an integral part hereof as Annex "A";
[hereinafter collectively referred to as the "Parties of the First Part"];
-and-
SPOUSES ANDRES L. LIBORO and TERESITA TAMBUNTING LIBORO, both of legal age, Filipinos, with address at No. 12 Mahogany Street, South Forbes Park, Makati City, Metro Manila, hereinafter collectively referred to as the "Parties of the Second Part";
[the Parties of the First Part and the Parties of the Second Part shall collectively be referred to as the "Parties"];
WITNESSETH: That —
WHEREAS, the Parties are contesting ownership and control of Phil. Merchant Holdings Co., Inc., which is presently the subject of a Petition for Review on Certiorari pending before the First Division of the Supreme Court, docketed as G.R. No. 215611 and entitled "Jose P. Tambunting Sr., Miguel A. Tambunting, Jose Tambunting Jr., et al. vs. Spouses Andres and Teresita Liboro, et al.", which was filed by the Parties of the First Part to question the decision of the Court of Appeals in CA-G.R. Sp No. 12990 that recognizes and declares the ownership and/or control by Teresita T. Liboro of Phil. Merchant Holdings Co., Inc.;
WHEREAS, Phil. Merchant Holdings Co., Inc. is the registered owner of a parcel of land with improvements located at No. 12 Mahogany Street, South Forbes Park, Makati City, Metro Manila (the "Property");
WHEREAS, in an attempt to gain possession of the Property, Miguel A. Tambunting filed an unlawful detainer case against the Parties of the Second Part which is now pending before the Metropolitan Trial Court, Branch 64, Makati City, Metro Manila, docketed as Civil Case No. 109404 and entitled "Phil. Merchant Holdings Co., Inc., represented by Miguel A. Tambunting vs. Spouses Andres and Teresita Liboro";
WHEREAS, in view of certain issuances by the Hon. Presiding Judge in Civil Case No. 109404, the Parties of the Second Part filed with the Regional Trial Court of Makati City a special civil action entitled "Spouses Andres and Teresita Liboro vs. Hon. Ma. Lourdes V. Sapalo (in her capacity as Presiding Judge of Metropolitan Trial Court, Branch 64, Makati City) and Miguel A. Tambunting", which was docketed as Civil Case No. 14-1177 and presently pending before the Regional Trial Court, Branch 58, Makati City, Metro Manila;
WHEREAS, in view of the recent death of Jose P. Tambunting, Sr. [a brother of Teresita T. Liboro], and in order to have peace and harmony within the family, the Parties are now desirous of reaching a settlement to end the dispute;
NOW, THEREFORE, with the foregoing premises, and for and in consideration of the terms, conditions and covenants hereinafter set forth, the Parties have agreed as follows:
Section 1. ACKNOWLEDGEMENT. — The Parties of the First Part hereby acknowledge and recognize, absolutely and without condition, as follows:
a. The Parties of the Second Part used their personal funds to acquire the Property, with Phil. Merchant Holdings Co., Inc. being reflected as the purchaser of, and used as the corporate vehicle to acquire, the Property, to hold title over the Property for the convenience and benefit of Teresita T. Liboro;
b. Teresita T. Liboro (by herself and through the other stockholders of record who are her named nominees) fully, absolutely and unconditionally owns and/or controls Phil. Merchant Holdings Co., Inc., the corporation in whose name the Property is registered, with the other shareholders of Phil Merchant Holding Co., Inc. being mere nominees of Teresita T. Liboro;
c. Teresita T. Liboro, as the person fully, absolutely and unconditionally owning and/or controlling Phil Merchant Holdings Co., Inc., has sole power and authority to possess, use, lease out, sell, mortgage, or otherwise enter into any contract involving the Property;
d. The annotation on the title over the Property relating to the right of the Parties of the Second Part to the peaceful and uninterrupted possession of the Property during their lifetime is valid, proper and legal;
e. The decision of the Court of Appeals in CA-G.R. SP No. 12990 that recognizes the ownership and/or control of Teresita T. Liboro of Phil. Merchant Holdings Co., Inc., and the lack of any basis for the contrary claim of the Parties of the First Part, is valid and consistent with applicable laws and jurisprudence; and
f. There is no basis for the filing of the unlawful detainer case docketed as Civil Case No. 109404.
Section 2. UNDERTAKING. — As part of the agreement for the Parties to end the disputes between and among them, the Parties shall cause the filing of the appropriate motion, affidavit or pleading in:
a. G.R. No. 215611 presently pending before the First Division of the Supreme Court, to bring to the attention of the court the settlement of the Parties' dispute in the said case, recognizing the validity, propriety and legality of the decision of the Court of Appeals in CA-G.R. Sp No. 12990 that recognizes the ownership and/or control of Teresita T. Liboro of Phil. Merchant Holdings Co., Inc.;
b. Civil Case No. 109404 presently pending before Branch 64 of the Metropolitan Trial Court of Makati City, to bring to the attention of the court the settlement of the parties' dispute in the said case, recognizing the validity, propriety and legality of the decision of the Court of Appeals in CA-G.R. SP No. 12990 that recognizes and declares the ownership and/or control by Teresita T. Liboro of Phil. Merchant Holdings Co., Inc., and the consequent right and authority of the Parties of the Second Part to possess, and to continue peaceful possession of, the Property; and
c. Civil Case No. 14-1177 presently pending before Branch 58 of the Regional Trial Court of Makati City, to bring to the attention of the court the settlement of the parties' dispute in the said case, recognizing the validity, propriety and legality of the decision of the Court of Appeals in CA-G.R. Sp No. 12990 that recognizes and declares the ownership and/or control by Teresita T. Liboro of Phil. Merchant Holdings Co., Inc., and the consequent right and authority of the Parties of the Second Part to possess, and to continue peaceful possession of, the Property.
Section 3. RELEASE, WAIVER AND QUITCLAIM. — Subject to and upon faithful compliance by the Parties of their undertakings herein provided, the Parties hereby mutually release, waive and forever discharge the other Parties and/or their representatives and successors-in-interest from any and all liabilities, claims, costs of litigation, and/or causes of whatever nature that may now exist or may hereafter develop in connection with any and all existing claims the Parties may have against each other, whether or not relating to the properties or transaction/s subject of this Agreement. It is hereby agreed that this release may be pleaded in bar to any suit or proceeding which any Party may take against the other Party/ies in connection therewith and/or which may arise from acts or causes of action that accrued prior to the execution of this Agreement.
Section 4. AFFIRMATION. — The Parties hereby declare that they have no other claims whatsoever against each other, save those that are expressly stated in this Agreement.
Section 5. REPRESENTATIONS AND WARRANTIES. — The Parties hereby represent and warrant that the making and performance by the Parties of this Agreement do not and will not violate any provision of any applicable laws or regulations, and will not result in breach or default of any agreement, instrument, or document to which they are a party.
Section 6. SEVERABILITY. — If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein set forth.
Section 7. JUDICIAL RELIEF AND PENALTY. — In case of breach, violation, non-compliance or delay by any of the Parties of any of the provisions of this Agreement, the party at fault shall be liable to the aggrieved party/ies for liquidated damages in the amount equivalent to twenty-five percent of the value of the property covered by this Agreement, the payment of which shall be subject to immediate execution by mere motion duly filed with the applicable court.
Section 8. AMENDMENTS. — This Agreement may only amended (sic) by a document in writing signed by the Parties.
Section 9. SUPERSEDING CLAUSE. — This Agreement supersedes all other previous agreements and communications, whether oral or written, between the Parties concerning the transaction/s contemplated herein.
Section 10. BINDING EFFECT. — This Agreement is binding upon the Parties, their assigns, or successors-in-interest.
IN WITNESS WHEREOF, we have hereunto set our hands this 4th day of October 2016, in Makati City, Metro Manila.
MIGUEL A. TAMBUNTING (Sgd.)
[In his personal capacity and as the son and heir of the late Jose P. Tambunting Sr.]
JOSE A. TAMBUNTING JR. (Sgd.)[In his personal capacity and as the son and heir of the late Jose P. Tambunting Sr.]
JOSEFINA A. TAMBUNTING (Sgd.)
[In her capacity as the lawful wife and heir of the late Jose P. Tambunting Sr.]
AURORA A. TAMBUNTING (Sgd.)[In her capacity as the daughter and heir of the late Jose P. Tambunting Sr.]
REGINA A. TAMBUNTING-ROXAS (Sgd.)[In her capacity as the daughter and heir of the late Jose P. Tambunting Sr.]
VICTOR A. TAMBUNTING (Sgd.)[In his capacity as the son and heir of the late Jose P. Tambunting Sr.]
ROSEMARIE T. SANCHEZ (Sgd.)
FRANCISCA BUSTAMANTE (Sgd.)
SONIA Y. MARTIN (Sgd.)
FAR EAST MERCHANTS HOLDING CO., INC.
By:
MIGUEL A. TAMBUNTING (Sgd.)President
The Compromise Agreement contains mostly declaratory stipulations and covenants. The only executory stipulation is Section 7 of the Compromise Agreement — to the effect that in case of breach, violation, non-compliance or delay by any of the parties in respect of any of the provisions of the Compromise Agreement, the party at fault shall be liable to the aggrieved party or parties for liquidated damages equivalent to 25% percent of the value of the property covered by the Compromise Agreement, the payment of which shall be subject to immediate execution by mere motion duly filed with the proper court. A perusal of the Compromise Agreement indicates that the value of the property thereby adverted to refers to the purchase price of P70,000,000.00 paid for the Mahogany property.
The Court approves the Compromise Agreement upon finding it to be validly and regularly executed, and to be not contrary to law, morals, good customs, public order, or public policy. It is significant to mention that Article 1306 of the Civil Code grants sufficient latitude to contracting parties to establish stipulations, clauses, terms, and conditions as they may deem convenient, provided these are not contrary to law, morals, good customs, public order, or public policy.
According to Article 2028 of the Civil Code, a compromise agreement is a contract whereby the parties, by making reciprocal concessions, avoid a litigation or put an end to one already commenced. A compromise agreement has the effect and authority of res judicata between the parties, and is immediately final and executory, unless rescinded upon grounds that vitiate consent. Once stamped with judicial imprimatur, it is more than a mere contract between the parties. 11 Inasmuch as compromise agreements are favored in law, 12 the Court approves the Compromise Agreement in deference to the wishes of the parties and in order to afford them control as regards the outcome of their litigation. Their voluntary submission of the Compromise Agreement is in accordance with law, and serves the declared public policy of putting an end to litigations. Such manner of dispute settlement is an accepted, even desired and encouraged, practice in courts of law and administrative tribunals. 13
WHEREFORE, the Court GRANTS the Joint Manifestation and Motion; APPROVES the Compromise Agreement; and ENJOINS the parties to COMPLYSTRICTLY with the stipulations and covenants of the Compromise Agreement, particularly the termination or dismissal of this appeal, and of the following pending cases by the filing of the appropriate motion, affidavit or pleading, to wit:
1. Civil Case No. 109404 entitled Phil. Merchant Holdings Co., Inc., represented by Miguel A. Tambunting v. Spouses Andres and Teresita Liboro in the Metropolitan Trial Court, Branch 64, in Makati City; and
2. Civil Case No. 14-1177 entitled Spouses Andres and Teresita Liboro v. Hon. Ma. Lourdes V. Sapalo (in her capacity as Presiding Judge of Metropolitan Trial Court, Branch 64, Makati City) and Miguel A. Tambunting in the Regional Trial Court, Branch 58, in Makati City.
The Court DECREES that any party or parties who shall breach, violate, delay compliance or fail to comply with their respective duties and obligations as defined and set forth in the Compromise Agreement shall be liable to pay to the innocent party or parties liquidated damages in the amount of P17,500,000.00 (i.e., 25% of the purchase price of P70,000,000.00 of the Mahogany property), to be collected by writ of execution, to be applied for in Civil Case No. 09-841 of the Regional Trial Court, Branch 66, in Makati City.
ACCORDINGLY, this appeal is now CONSIDEREDCLOSED AND TERMINATED.
SO ORDERED."
Very truly yours,
(SGD.) WILFREDO V. LAPITANDivision Clerk of Court
Footnotes
1.Rollo, pp. 183-184.
2.Id. at 191.
3.Id. at 134-161.
4.Id. at 568-587, penned by Judge Joselito C. Villarosa.
5.Id. at 583-665.
6.Id. at 111-131; penned by Associate Justice Eduardo B. Peralta Jr. and concurred in by Associate Justice Vicente S.E. Veloso and Associate Justice Jane Aurora C. Lantion.
7.Id. at 131.
8.Id. at 132.
9.Id. at 2624-2626.
10.Id. at 2627-2631.
11.Tung Hui Chung v. Shih Chiu Huang, G.R. No. 170679, March 09, 2016, 787 SCRA 55, 58.
12.Manila International Airport Authority (MIAA) v. ALA Industries Corporation, G.R. No. 147349, February 13, 2004, 422 SCRA 603, 609-610.
13.Philippine National Oil Company-Energy Development Corporation (PNOC-EDC) v. Abella, G.R. No. 153904, January 17, 2005, 448 SCRA 549, 565.