G.R. No. 93417 September 14, 1993
CONSTANCIO T. BAGUIO, petitioner, vs. COURT OF APPEALS (Fourteenth Division), LAS PALMAS INTERNATIONAL MANPOWER CORPORATION, SPOUSES DONALDO PALMA AND CONSUELO P. PALMA and CYNTHIA C. CALAPRE, respondents.

FACTS

Petitioner Constancio T. Baguio filed a complaint to collect a sum of money against private respondents. He alleged that respondents-spouses Donaldo and Consuelo Palma, officers of Las Palmas International Manpower Corporation, sold him 600 shares of the corporation for P60,000.00 but neither delivered the shares nor returned the payment. The trial court ruled in favor of Baguio, ordering respondents to refund the amount with damages. The Court of Appeals reversed this decision and dismissed the complaint. The appellate court found that Baguio, a former labor recruiter, was offered the shares by the Palmas in April 1982 after he sought to collect his profit share from a prior joint venture. Baguio claimed he paid the P60,000.00 in cash to the spouses on July 8, 1982, in the presence of a security guard, and received a Board Resolution and Secretary’s Certificate in lieu of a receipt. The stock certificate was never issued. The Court of Appeals held the documentary evidence did not prove payment, and the witness did not actually see the payment occur. It also noted the lack of evidence, such as bank records, to prove the source of the large cash sum.

ISSUE

The pivotal issue is a question of fact: whether petitioner actually paid respondent-spouses the sum of P60,000.00 for the shares of stock on July 8, 1982.

RULING

The Supreme Court affirmed the decision of the Court of Appeals and dismissed the petition. The Court held that the petitioner failed to present convincing evidence of payment. The Board Resolution (Exh. A) contained no reference to the purchase price or its receipt. The Secretary’s Certificate (Exh. B) merely stated the shares represented P60,000.00 but did not acknowledge receipt of payment. The testimony of the security guard, Jose Baldeo Jr., did not establish that payment was made, as he only saw Baguio counting money and then left before the spouses arrived. Hearsay evidence regarding the use of the money to pay salaries was accorded no probative value. The Court further ruled that the resolution was a corporate act, not a personal act of the selling spouses, and no valid transfer of shares occurred under the Corporation Code as it was not recorded in the corporate books. The election of Baguio as director and vice-president did not imply payment for the shares.