GR L 50911; (September, 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 Victoria Valley Development Corporation (VVDC), represented by Alfonso Yuchengco, and with the conformity of Manufacturers Bank and Trust Company (MBTC). The agreement involved VVDC acquiring HBI’s properties, 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 sale of his shares. The agreement was executed despite the parties’ awareness of the petitioner’s substantial unpaid interest, effectively transferring HBI’s assets to VVDC without provision for the petitioner’s collectible claim, thereby jeopardizing his ability to recover the debt.
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 prejudiced the petitioner’s right to collect.
RULING
Yes. The Supreme Court granted the petitioner’s motion for reconsideration. The Court found that the execution of the Memorandum Agreement constituted a tortious act under Articles 19 and 20 of the Civil Code. The respondents, with full knowledge of the petitioner’s unpaid claim, engaged in a scheme to transfer HBI’s assets to VVDC, deliberately ignoring the petitioner’s interest and making it impossible for him to collect his debt. This demonstrated a lack of honesty and good faith, wilfully causing damage to the petitioner.
Consequently, respondents HBI, VVDC, and MBTC were declared jointly and severally liable with ROPSI and the Phillips spouses for the outstanding debt of P4,250,000 with stipulated interest. Additionally, HBI, VVDC, and MBTC were held jointly and severally liable for moral damages in the amount of P100,000. 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 deceased and his estate.