GR 90888; (September, 1990) (Digest)
G.R. No. 90888 September 13, 1990
FRUCTUOSO R. CAPCO, petitioner, vs. MANUEL R. MACASAET, JACOBO FELICIANO, and HONORABLE COURT OF APPEALS, respondents.
FACTS
Petitioner Fructuoso Capco, a stockholder and officer of Monte Oro Mineral Resources, Inc., indorsed and delivered two stock certificates to respondent Manuel Macasaet, the company’s president. The delivery was evidenced by an Acknowledgment Receipt stating the certificates were received “in trust and for safe keeping only” and were to be returned upon demand. On April 26, 1976, Capco demanded the return of his certificates. Macasaet could not return them immediately as he had given them to co-respondent Jacobo Feliciano. However, Macasaet replaced one certificate with his own on April 28 and returned the other on May 4, 1976. Capco acknowledged the return of the second certificate with a handwritten notation “all cleared.”
Capco filed a damages suit, alleging that due to the delayed return, he lost a profitable sale opportunity. The Regional Trial Court ruled in his favor, awarding actual, moral, and exemplary damages plus attorney’s fees against Macasaet. The Court of Appeals reversed this decision, dismissing the complaint. It found that Capco failed to substantiate his claim of a lost sale and that the “all cleared” notation discharged Macasaet from liability.
ISSUE
Whether the Court of Appeals erred in reversing the trial court’s factual findings and award of damages.
RULING
The Supreme Court denied the petition and affirmed the Court of Appeals’ decision. The core legal logic rests on the evaluation of evidence and the nature of the parties’ agreement. The Court found no compelling reason to overturn the appellate court’s factual conclusions, as these were supported by the record. Critically, the petitioner failed to provide convincing proof of the alleged ready buyer and the specific lost profit amounting to P306,115.25. Claims for actual damages require competent proof of the actual loss suffered, which Capco did not satisfactorily establish.
Furthermore, the Court examined the transaction’s nature. While the stock certificates were indorsed in blank—which typically facilitates transfer—the accompanying Acknowledgment Receipt explicitly restricted their purpose to “safekeeping only.” This created a qualified delivery, making Macasaet a bailee or trustee, not an absolute owner with disposal rights. The subsequent return of the certificates, acknowledged by Capco with the notation “all cleared,” was reasonably interpreted by the appellate court as a settlement and discharge of any obligation arising from the bailment. Without clear evidence of bad faith or malice, the award of moral and exemplary damages was also properly set aside. The ruling underscores that indemnity for damages must be based on evidence, not mere allegation.