GR L 50911; (August, 1987) (Digest)
G.R. No. L-50911 August 21, 1987
MIGUEL PEREZ RUBIO, petitioner, vs. COURT OF APPEALS, ROBERTO O. PHILLIPS & SONS, INC., MAGDALENA YSMAEL PHILLIPS, MANUFACTURERS BANK & TRUST CO., INC., HACIENDA BENITO, INC., ET AL., respondents.
FACTS
Petitioner Miguel Perez Rubio sold his shares in Hacienda Benito, Inc. (HBI) to respondent Roberto O. Phillips & Sons, Inc. (ROPSI), leaving an unpaid balance of P4,250,000. While this debt was outstanding, HBI, represented by Robert O. Phillips, entered into a Memorandum Agreement with respondent Victoria Valley Development Corporation (VVDC), represented by Alfonso Yuchengco, and with the conformity of respondent Manufacturers Bank and Trust Company (MBTC). The agreement involved VVDC acquiring 134 hectares of HBI’s land, including 78 hectares mortgaged to MBTC, through a scheme of judicial foreclosure and compromise to settle the obligations of HBI and other Phillips-affiliated companies to MBTC.
The factual backdrop included the petitioner’s unpaid claim, failed negotiations for the sale of HBI shares between the Phillipses and Yuchengco, and the petitioner’s threat to rescind the share sale. The agreement was executed despite the parties’ awareness of the petitioner’s substantial unpaid interest in HBI. The petitioner alleged this scheme conspired to place HBI’s assets beyond his reach, frustrating his collection efforts.
ISSUE
Whether respondents HBI, VVDC, and MBTC are jointly and severally liable with ROPSI and the Phillips spouses for the unpaid debt and for damages due to a tortious scheme that jeopardized the petitioner’s claim.
RULING
Yes. The Supreme Court granted the petitioner’s motion for reconsideration. The legal logic centers on tort liability under Articles 19 and 20 of the Civil Code. While the Memorandum Agreement was not fully implemented, its execution constituted a willful and tortious act. The respondents, with full knowledge of the petitioner’s unpaid P4,250,000 claim, orchestrated a transaction that would transfer all of HBI’s properties to VVDC, deliberately ignoring and jeopardizing that claim. This scheme violated the legal duty to act with justice, honesty, and good faith.
Consequently, respondents HBI, VVDC, and MBTC are declared jointly and severally liable with ROPSI and the Phillips spouses for the outstanding debt of P4,250,000 with stipulated interest. Furthermore, for their tortious and fraudulent acts, HBI, VVDC, and MBTC are held jointly and severally liable for moral damages in the amount of P100,000 to the petitioner. The motions for reconsideration of the other respondents were denied, and the motion to intervene by an heir of Robert O. Phillips was also denied, as the action was personal against the decedent and his estate.