944 Phil. 749
LAZARO-JAVIER, J.:
- Decision[2] dated September 29, 2020, directing petitioner Cali Realty Corporation (CRC) to convey to respondent Paz M. Enriquez (Paz) one-sixth of one-half of the properties covered by various Transfer Certificates of Title (TCTs) in its name[3] which it received from Camilo M. Enriquez, Sr. (Camilo, Sr.); and
- Resolution[4] dated June 9, 2021, denying CRC's subsequent Motion for Reconsideration.
WHEREFORE, based on the foregoing discussion, the Petition is DENIED. The adverse claim caused to be annotated by herein respondent on the twelve (12) TCTs shall remain until her share in the properties covered by the TCTs is settled.The trial court found that CRC failed to adduce evidence to support its claim that the subject properties were exclusively owned by Camilo, Sr..[31] On the other hand, Paz traced back the origin of the 12 TCTs, all of which categorically stated that they were issued to Camilo, Sr. during his marriage to Librada.[32] As such, Article 160 of the Old Civil Code of the Philippines, the law in effect at the time of the marriage of Camilo, Sr. and Librada, was applicable.[33] The subject properties were then presumed to belong to their conjugal partnership in the absence of clear and convincing evidence to the contrary.[34] Consequently, upon Librada's death, she transmitted her rights and interests over the subject properties to Paz and her siblings consisting of her one-half share.[35] Thus, Paz was entitled to have her adverse claim annotated on the TCTs to protect her one-sixth share over her mother's one-half share in the conjugal partnership.[36]
As to the counterclaim, petitioner Cali Realty Corporation is hereby ORDERED to:
a. EXECUTE a Deed of Conveyance to effect immediately the transfer to respondent PAZ M. ENRIQUEZ of ONE SIXTH (1/6) of the ONE HALF (1/2) portion of the properties covered by the TWELVE (12) TRANSFER CERTIFICATES OF TITLE (Exhibits "B" to "M"/"1" to "12") subject matter of this case;
b. CONVEY AND TRANSFER to respondent PAZ M. ENRIQUEZ TWO HUNDRED [FORTY-TWO] THOUSAND (242,000) shares of stocks of Cali Realty Corporation representing Nineteen Point Thirty Six Percent (19.36%) of the capital structure of the corporation, and that respondent PAZ M. ENRIQUEZ is hereby DECLARED as co-owner to the extent of Nineteen Point Thirty Six Percent (19.36%) of Cali Realty Corporation;
c. ACCOUNT the proceeds of ONE SIXTH (1/6) of the ONE HALF (1/2) portion of the properties covered by the TWELVE (12) TRANSFER CERTIFICATES OF TITLE (Exhibits "B" to "M"/"1" to "12") utilized by Cali Realty Corporation in its business operations starting from its incorporation up to the present; and to DELIVER them to respondent PAZ M. ENRIQUEZ;
d. ACCOUNT the proceeds of the Nineteen Point Thirty Six Percent (19.36%) shares of stocks of Cali Realty Corporation from 2005 up to the present and to DELIVER them to respondent PAZ M. ENRIQUEZ;
e. PAY respondent PAZ M. ENRIQUEZ the following amounts by way of damages:Whatever amounts due to respondent shall earn interest at six percent (6%) per annum from the time it becomes due and until this Decision becomes final and executory, and from finality of this Decision until full satisfaction, the total amount due shall earn interest of six percent (6%) per annum until fully paid.
- THIRTY THOUSAND PESOS (P30,000.00) as litigation expenses;
- THIRTY THOUSAND PESOS (P30,000.00) as attorney's fees plus TWO THOUSAND PESOS (P2,000.00) for every hearing attended by the lawyer in this case; and
- TO PAY the cost of this suit.
SO ORDERED.[30] (Emphasis in the original)
The test in determining whether a question is one of law or of fact is whether the appellate court can resolve the issue raised without reviewing or evaluating the evidence, in which case, it is a question of law. Any question that invites evaluation of the whole evidence, as well as their relation to each other and to the whole, is a question of fact and thus proscribed in a Rule 45 petition.[73] (Citations omitted)The Court is not a trier of facts, which undertakes the re-examination and re-assessment of the evidence presented during trial.[74] Appreciation and resolution of factual issues are functions of the trial court, whose findings are accorded great respect, if not finality, especially when affirmed by the Court of Appeals.[75] This rule nonetheless admits of several exceptions, such as:
(a) When the findings are grounded entirely on speculation, surmises, or conjectures;The Court finds that the second, forth, eighth, and eleventh exceptions are present in this case. As such, the Court is not precluded from reviewing the factual findings of the lower courts because their decisions contain conclusions that are bereft of evidentiary support or factual basis.[77]
(b) When the inference made is manifestly mistaken, absurd, or impossible;
(c) When there is grave abuse of discretion;
(d) When the judgment is based on a misapprehension of facts;
(e) When the findings of facts are conflicting;
(f) When in making its findings the [Court of Appeals] went beyond the issues of the case, or its findings are contrary to the admissions of both the appellant and the appellee;
(g) When the [Court of Appeal's] findings are contrary to those by the trial court;
(h) When the findings are conclusions without citation of specific evidence on which they are based;
(i) When the facts set forth in the petition as well as in the petitioner's main and reply briefs are not disputed by the respondent;
(j) When the findings of fact are premised on the supposed absence of evidence and contradicted by the evidence on record; or
(k) When the Court of Appeals manifestly overlooked certain relevant facts not disputed by the parties, which, if properly considered, would justify a different conclusion.[76] (Emphasis supplied)
[I]n order to prove that these properties are conjugal in nature, [Paz] traced back the origin of these twelve (12) TCTs. [Paz] was able to show that:
- TCT No. T-6118 (Exhibit "B"/"1") issued in the year 1996 in the name of [CRC] is a transfer from TCT No. T-500 (Exhibit "17"). TCT No. T-500 was issued in the year 1969 in the name of [Camilo, Sr.], married.
- TCT No. T-45290 (Exhibit "C"/"2") issued in the year 1996 in the name of [CRC] is a transfer from TCT No. T-11031 (Exhibit "17-a"). TCT No. T-11031 was issued in the year 1975 in the name of [Camilo, Sr.], married to [Librada].
- TCT No. T-45289 (Exhibit "D"/"3") issued in the year 1996 in the name of [CRC] is a transfer from TCT No. T-11032 (Exhibit "17-b"). TCT No. T-11032 was issued in the year 1975 in the name [of] [Camilo, Sr.], married to [Librada].
- TCT No. T-45288 (Exhibit "E"/"4") issued in the year 1996 in the name of [CRC] is a transfer from TCT No. T-819 (Exhibit "17-c"). TCT No. T-819 was issued in the year 1960 in the name of [Camilo, Sr.], married.
- TCT No. T-45287 (Exhibit "F"/"5") issued in the year 1996 in the name of [CRC] is a transfer from TCT No. T-25135 (Exhibit "17-d"). TCT No. T-25135 was issued in the year 1983 in the name of [Camilo, Sr.], married.
- TCT No. T-45282 (Exhibit "G"/"6") issued in the year 1996 in the name of [CRC] is a transfer from TCT No. T-20513 (Exhibit "17-e"). TCT No. T-20513 was issued in the year 1981 in the name of [Camilo, Sr.], married to [Librada].
7. TCT No. T-45283 (Exhibit "H"/"7") issued in the year 1996 in the name of [CRC] is a transfer from TCT No. T-11030 (Exhibit "17-f). TCT No. T-11030 was issued in the year 1975 in the name of [Camilo, Sr.], married to [Librada].
8. TCT No. T-45284 (Exhibit "I"/"8") issued in the year 1996 in the name of [CRC] is a transfer from TCT No. T-25137 (Exhibit "17-g"). TCT No. T-25137 was issued in the year 1983 in the name of [Camilo, Sr.], married.
9. TCT No. T-51916 (Exhibit ''J''/"9") issued in the year 1998 in the name of [CRC] is a transfer from TCT No. T-45285 (Exhibit "17-h"). TCT No. T-45285 which was issued in 1996 in the name of [CRC] and Donato Enriquez is a transfer from TCT No. T-20509 (Exhibit "17-i"). TCT No. T-20509 was issued in 1981 in the name of [Camilo, Sr.], married to [Librada], and Donato Enriquez, married to Emilia Jaca.
10. TCT No. T-51917 (Exhibit "K"/" 10") issued in the year 1998 in the name of [CRC] is a transfer from TCT No. T-45285 (Exhibit "17-h"). TCT No. T-45285 which was issued in the year 1996 in the name of [CRC] and Donato Enriquez is a transfer from TCT No. T-20509 (Exhibit "17-i"). TCT No. T- 20509 was issued in 1981 in the name of [Camilo, Sr.], married to [Librada], and Donato Enriquez, married to Emilia Jaca.
11. TCT No. T-51920 (Exhibit "L"/"11") issued in the year 1998 in the name of [CRC] is a transfer from TCT No. T-45286 (Exhibit "17-j"). TCT No. T-45286 which was issued in 1996 in the name of [CRC] and Encarnacion Enriquez Llamas is a transfer from TCT No. T-20510 (Exhibit"17-k"). TCT No. T-20510 was issued in 1981 in the name of [Camilo, Sr.], married to [Librada], and Encarnacion Enriquez Llamas.
12. TCT No. T-51921 (Exhibit "M"/"12") issued in the year 1998 in the name of [CRC] is a transfer from TCT No. T-45286 (Exhibit "17-j"). TCT No. T-45286 which was issued in 1996 in the name of [CRC] and Encarnacion Enriquez Llamas is a transfer from TCT No. T-20510 (Exhibit "17-k"). TCT No. T-20510 was issued in 1981 in the name of [Camilo, Sr.], married to [Librada], and Encarnacion Enriquez Llamas.
From the foregoing tracing of the origin of the twelve (12) TCTs subject matter of this case, it clearly appears that they were issued to [Camilo, Sr.] while he was married to [Librada], mother of [Paz] and that they were acquired from the years 1960 to 1983, well within the duration of the marriage of [Camilo, Sr.] and [Librada). (Camilo, Sr. and Librada married in 1939, and that marriage ended in June 23, 1995 when Librada died).[78] (Emphasis and underscoring supplied)
Under Article 1407 of the Spanish Civil Code, which CRC argues to be the applicable law, the property of the spouses are deemed conjugal partnership property in the absence of proof that it belongs exclusively to one or the other spouse. This presumption arises with respect to property acquired during the marriage. It is not necessary to prove that the property was acquired with conjugal funds. In order to overthrow this presumption, the evidence to the contrary must be strong, clear, and convincing. x x xAt most, however, the findings of the lower courts only confirm that the properties were registered in the name of Camilo, Sr. during his marriage to Librada. Verily, acquisition of title and registration are two different acts.[80] The latter merely confirms that the title is already vested or existing.[81] More, the lower courts failed to cite any specific evidence that the properties were indeed acquired during the marriage of Camilo, Sr. and Librada. Hence, the inference made by the courts a quo-i.e., that the properties are conjugal in nature-is misplaced and based on a misapprehension of the evidence.
As correctly held by the RTC, Paz established that the subject properties were acquired from 1960 to 1983, during the marriage of Camilo, Sr. and Librada, which subsisted from 1939 to 1995. Thus, the subject properties are presumed to be conjugal, unless proven otherwise.
As to the argument that the date of registration is not the same as the date of acquisition, this does not bear convincing quality.
Basic is the rule that the registration of the deed is the effectual act which binds the land insofar as third persons are concerned. x x x
Yet, even if we were to entertain the notion that the date of registration is not the same as the date of acquisition, CRC failed to proffer any evidence as to the supposed actual dates of the acquisitions. In fact, the most that it could muster is to express uncertainty as to the exact dates that the subject properties were acquired.[79] (Emphasis supplied, citations omitted)
Before the presumption of conjugal nature of property can apply, it must first be established that the property was in fact acquired during the marriage. Proof of acquisition during the coverture is a condition sine qua non for the operation of the presumption in favor of conjugal partnership. The party who asserts this presumption must first prove said time element. The presumption does not operate when there is no showing as to when the property alleged to be conjugal was acquired. If there is no showing as to when the property in question was acquired, the fact that the title is in the name of the wife alone is determinative of its nature as paraphernal, i.e., belonging exclusively to said spouse. Notably, acquisition of title and registration thereof are two different acts. It is well settled that registration under the Torrens title system does not confer or vest title but merely confirms one already existing.[83] (Emphasis and underscoring supplied, citations omitted)Thus, the Court of Appeals erroneously faulted CRC for its "fail[ure] to proffer any evidence as to the supposed actual dates of the acquisitions"[84] for the burden of proof rests on Paz. CRC has no obligation to prove its exception or defense.[85]
As a general rule, all property acquired by the spouses, regardless of in whose name the same is registered, during the marriage is presumed to belong to the conjugal partnership of gains, unless it is proved that it pertains exclusively to the husband or to the wife. x x x What was material was the time the fishpond lease right was acquired by the grantee, and that was during the lawful existence of [their marriage].[87] (Emphasis and underscoring supplied.)The same doctrine is reiterated in Metrobank v. Pascual,[88] also cited by Paz:
Nicholson is correct in pointing out that only proof of acquisition during the marriage is needed to raise the presumption that the property is conjugal. Indeed, if proof on the use of conjugal [funds] is still required as a necessary condition before the presumption can arise, then the legal presumption set forth in the law would veritably be a superfluity.[89] (Emphasis and underscoring supplied.)For sure, Paz has not established the condition sine qua non for the presumption of conjugality of property to apply. She has not proven or even alleged when the properties were actually acquired. Instead, she merely claimed that the date of registration of property is the same as the date of acquisition.[90] Hence, in accordance with Jorge, we find that the subject properties, registered in the name of Camilo, Sr., are paraphernal in nature.[91] Consequently, the ruling of the trial court that Paz had an interest in the subject properties to the extent of her one-sixth share in her mother's one-half share in the conjugal partnership, has no leg to stand on.
It is well established that when a right or fact has been judicially tried and determined by a court of competent jurisdiction, so long as it remains unreversed, it should be conclusive upon the parties and those in privity with them. The dictum therein laid down became the law of the case and what was once irrevocably established as the controlling legal rule or decision continues to be binding between the same parties as long as the facts on which the decision was predicated continue to be the facts of the case before the court. Hence, the binding effect and enforceability of that dictum can no longer be resurrected anew since such issue had already been resolved and finally laid to rest, if not by the principle of res judicata, at least by conclusiveness of judgment.[95] (Citations omitted)
In general, corporations, whether stock or non-stock, are treated as separate and distinct legal entities from the natural persons composing them. The privilege of being considered a distinct and separate entity is confined to legitimate uses, and is subject to equitable limitations to prevent its being exercised for fraudulent, unfair or illegal purposes. However, once equitable limitations are breached using the coverture of the corporate veil, courts may step in to pierce the same.Though the courts a quo did not mention the doctrine of piercing the veil of corporate fiction, they both found that CRC was actually used to perpetuate fraud and injustice against Paz, viz.:[110]
As we held in Lanuza, Jr. v. BF Corporation:Piercing the corporate veil is warranted when "[the separate personality of a corporation] is used as a means to perpetrate fraud or an illegal act, or as a vehicle for the evasion of an existing obligation, the circumvention of statutes, or to confuse legitimate issues." It is also warranted in alter ego cases "where a corporation is merely a farce since it is a mere alter ego or business conduit of a person, or where the corporation is so organized and controlled and its affairs are so conducted as to make it merely an instrumentality, agency, conduit or adjunct of another corporation."The piercing of the corporate veil is premised on the fact that the corporation concerned must have been properly served with summons or properly subjected to the jurisdiction of the court a quo. Corollary thereto, it cannot be subjected to a writ of execution meant for another in violation of its right to due process.
When [the] corporate veil is pierced, the corporation and persons who are normally treated as distinct from the corporation are treated as one person, such that when the corporation is adjudged liable, these persons, too, become liable as if they were the corporation.
There exists, however, an exception to this rule: if it is shown "by clear and convincing proof that the separate and distinct personality of the corporation was purposefully employed to evade a legitimate and binding commitment and perpetuate a fraud or like wrongdoings."
The resistance of the Court to offend the right to due process of a corporation that is a nonparty in a main case, may disintegrate not only when its director, officer, shareholder, trustee or member is a party to the main case, but when it finds facts which show that piercing of the corporate veil is merited.
Thus, as the Court has already ruled, a party whose corporation is vulnerable to piercing of its corporate veil cannot argue violation of due process.[109] (Emphases supplied; citations omitted)
It is crystal clear from the testimony of Camilo, Jr., as highlighted by the RTC, that Paz was unduly deprived of her shares in the subject properties. Camilo, Sr. and Paz's siblings obviously used CRC as an instrument to exclude Paz from enjoying her share as a compulsory heir, in violation of the laws on succession. The RTC wisely resolved the issues of the case that effectively ended the scheme of exclusion perpetrated against Paz by her own siblings, nay by her father too, over her share of the family inheritance.[111]Camilo, Jr.'s answers to the clarificatory questions of the trial judge are conclusive on this point:
The acts of Camilo, Sr., as well as the inaction of Paz's siblings, are unequivocal. Camilo, Sr. transferred the subject prope1iies to CRC in exchange for shares of stock.[113] Prior to his death, he then transferred his shares to his other children, and other third persons to the exclusion of Paz.[114] When Camilo, Sr. died, Camilo, Jr. and his other siblings took no measures to rectify the situation. In all, CRC is merely a subterfuge employed by the late Camilo, Sr. and CRC's shareholders to unlawfully deprive Paz of her legitime.
Q: Why did the corporation exclude Paz Enriquez and include only all the other children of Camilo - except Paz? Why is it so?A: We had no direct control of what my father would decide when he was still alive. Physically and mentally, my father was so domineering, we didn't have a say.Q: So, in other words, you will agree with the Court now that your father deliberately excluded Paz Enriquez from these properties?A: The way I understand it. That is the way I perceive it.Q: Don't you pity your sister?A: Your Honor, our father was so domineering we had no say.Q: Your father is dead now. You and your siblings are now controlling the corporation. You are saying that your father was domineering at the time. Can't you correct that mistake now by including your sister?A: This may not be relevant to the case right now, but there were really bad incidents that happened in th[ese] cases we are talking about. I have no control - to dictate to my father. I think he really did it on his own - not us.Q: You are part of this corporation, being a child of Camilo Enriquez, Sr. and your other siblings are part of this corporation being children of Camilo Enriquez, Sr. Is that correct? A: Yes, your Honor. Q:
ASo it was only Paz Enriquez who is not part of your corporation. Right?
: Yes, your Honor.[112]