G.R. No. L-41295 December 4, 1989
ALFREDO C. RAMOS, petitioner, vs. THE HON. COURT OF APPEALS, LOPEZ, LOCSIN, LEDESMA & CO., INC. and CMS STOCK BROKERAGE INC., respondents.

FACTS

CMS Stock Brokerage, Inc. sold shares of Benguet Consolidated Corporation to Lopez, Locsin, Ledesma & Co., Inc. on the Makati Stock Exchange on a delayed delivery basis. LLL purchased these shares for the account of its clients, including petitioner Alfredo Ramos. CMS failed to deliver the shares within the stipulated period. When CMS finally tendered delivery months later, LLL refused acceptance, informing CMS that its principals had cancelled their orders. CMS then filed a complaint for specific performance to compel LLL to accept the shares and pay the purchase price.
LLL filed an answer and subsequently impleaded its four principals, including Ramos, as third-party defendants. In its third-party complaint against Ramos, LLL alleged that due to CMS’s delay, Ramos cancelled his order, disauthorized LLL from accepting delivery, and agreed to hold LLL free from any liability for the rejection. Ramos, in his answer, admitted the material allegations of the third-party complaint but raised defenses including lack of cause of action, that the parties were in pari delicto, and that he was not personally liable as he acted for a corporation.

ISSUE

Whether the trial court and the Court of Appeals correctly rendered a summary judgment against the petitioner, Alfredo Ramos, on the third-party complaint.

RULING

Yes. The Supreme Court affirmed the grant of summary judgment. Summary judgment is proper when, based on the pleadings, affidavits, and admissions on file, there is no genuine issue as to any material fact. The Court found that Ramos, in his answer to the third-party complaint, admitted the material allegations therein, particularly that he placed the buy order for himself and that he executed an undertaking to hold LLL free from liability for rejecting the belated delivery. His defenses—such as lack of cause of action, in pari delicto, and that he was not the real party in interest—were deemed pure questions of law, not triable issues of fact.
His admission that he placed the order for himself nullified his defense of acting for a corporation. Furthermore, his letter-undertaking to hold LLL harmless established his personal liability to indemnify LLL for any consequences of rejecting the shares. Since the cause of action in the third-party complaint was inseparable from the main complaint, CMS’s motion for summary judgment was sufficient to resolve the entire controversy. The action being for the recovery of a sum of money, it was a proper subject for summary judgment. The remand to the trial court solely for the reception of evidence on unliquidated damages and attorney’s fees was also correct under procedural rules.