Republic of the Philippines
SUPREME COURT
Manila
EN BANC
G.R. No. L-24581 January 31, 1966
MIGUEL PEREZ RUBIO, petitioner,
vs.
THE HONORABLE SAMUEL REYES, ROBERT O. PHILLIPS and MAGDALENA YSMAEL PHILLIPS, respondents.
Jose V. Diokno for the petitioner.
Calapatia, Gaviola and Maclang; Ambrosio Padilla and Associates; Meer, Meer and Meer for the respondents.
R E S O L U T I O N
DIZON, J.:
Upon the facts alleged in the complaint filed in Civil Case No. 8632 of the Court of First Instance of Rizal by Robert O. Phillips and Sons, Inc., et al. vs. Miguel Perez Rubio, said plaintiffs prayed for judgment as follows:
1. — That a temporary restraining order and/or ex parte writ of preliminary injunction be issued against the defendant to prevent and restrain them from further unlawful and willful interference with the transaction between the plaintiff corporation with Alfonso T. Yuchengco on the sale of the shares of stock of Hacienda Benito, Inc., and from enforcing whatever amount he may claim to be due to them from the plaintiffs under the Agreements (Annexes "A", "A-I" and "A-2"), after the approval of the injunction bond;
2. — That, after the hearing, judgment be rendered in favor of the plaintiffs against the defendant:
a) Restraining him from willfully and unlawfully interfering with the transaction of the plaintiffs with Alfonso T. Yuchengco on the sale of the shares of stock of Hacienda Benito, Inc.;
b) Declaring that the defendant has no right to rescind the Agreements as referred to in Annexes "A", "A-1" and "A-2";
c) Declaring that the defendant has no vendors' lien over the shares of stock of Hacienda Benito, Inc., sold by them to the plaintiff corporation;
d) Restraining the defendant from enforcing any collection action against the plaintiffs until the obligations, if any, mature;
e) Making the writ of preliminary injunction permanent;
f) Sentencing the defendant to pay the plaintiffs;
(1) P2,500,000.00, more or less, as actual damages;
(2) Moral damages which this Honorable Court may deem just and reasonable;
(3) Exemplary damages, which this Honorable Court may deem just and reasonable;
(4) P50,000.00, as attorney's fees; and
(5) Costs of suit; and
2 — That the plaintiffs be granted such further and other reliefs to which they may be entitled in law and in equity.".
Upon an ex-parte petition filed by the plaintiffs, the respondent judge issued on April 1, 1965 a writ of preliminary injunction to be mentioned again later. Subsequently, the respondent judge also denied Perez Rubio's motion to dissolve the preliminary injunction.
It appears that the Perez Rubio spouses owned shares of stock in Hacienda Benito, Inc. registered in their names and in the names of Joaquin Ramirez and Joaquin Ramirez, Jr. On August 13, 1963 the Perez Rubios, with the conformity of the Ramirezes, sold said shares to Robert O. Phillips and Sons, Inc. for P5,500,000.00 payable in installments and other conditions agreed upon as follows:
x x x x x x x x x
3. That for and in consideration of the mutual agreements and promises, MIGUEL and MARIA LUISA hereby sell to PHILLIPS all the shares of stock of Hacienda Benito, Inc. registered in their names and in the names of Joaquin Ramirez and Joaquin Ramirez, Jr. for the total price of FIVE MILLION FIVE HUNDRED THOUSAND PESOS (P5,500,000.00), Philippine Currency, payable as follows:
"a. FIFTY THOUSAND PESOS (P50,000.00) upon execution of this agreement.
"b. ONE MILLION TWO HUNDRED THOUSAND PESOS (P1,200,000.00) within sixty (60) days from this date.
"c. ONE MILLION TWO HUNDRED AND FIFTY THOUSAND PESOS (P1,250,000.00) on April 30, 1964 less the amount of P96,830.56 due the Hacienda Benito, Inc. from MARIA LUISA and the amount of P127,096.09 from MIGUEL; hereby authorized PHILLIPS to deduct said amounts and to pay the same to Hacienda Benito, Inc.
"d. ONE MILLION TWO HUNDRED AND FIFTY THOUSAND PESOS (P1,250,000.00) on or before April 30, 1965.
"e. ONE MILLION TWO HUNDRED AND FIFTY THOUSAND PESOS (P1,250,000.00) on or before April 30, 1965.
"f. FIVE HUNDRED THOUSAND PESOS (P500,000.00) on or before April 30, 1967."
4. That should PHILLIPS fail to pay the amount of ONE MILLION TWO HUNDRED THOUSAND PESOS (P1,200,000.00) due sixty (60) days from this date and to execute the letter of credit and/or bond or both to secure the payment of the remaining installments, as agreed upon, then the Sellers shall have the right, at their own discretion, either to rescind this agreement or to enforce the same, provided that any number of days used by the Sellers to consider the acceptability of the bank or bonding company proposed by PHILLIPS shall be added to the period of sixty (60) days herein mentioned;
5. That in case of default, PHILLIPS shall pay interest at the rate of eight percent (8%) per annum on all amounts in arrears until paid in full either by the guaranteeing bank, bonding company or PHILLIPS;
6. That all the installments due during the years 1964, 1965, 1966, and 1967 with all the conditions above mentioned, shall be jointly and severally guaranteed by means of Irrevocable Standby Letter of Credit from a bank in favor of MIGUEL and MARIA LUISA, in the proportion they may agree, which shall be communicated to the bank and to PHILLIPS before final contract is entered into with the bank, or by a bond from a bonding company duly approved by MIGUEL and MARIA LUISA;
7. That the stock certificates corresponding to the shares sold, including those in the names of Joaquin Ramirez and Joaquin Ramirez, Jr. shall not be transferred to PHILLIPS until the installments due within sixty (60) days from this date is paid in full.1äwphï1.ñët
On June 23, 1964 Robert O. Phillips and Sons, Inc., and Robert O. Phillips, himself and his wife, entered into an agreement with the Perez Rubios deferring payment of the April 30, 1964 installments already overdue to August 31, 1964 under the following conditions:
(a) The deferred installment would bear an interest of eight (8%) per cent per annum from April 30, 1964 although partial payments on the principal and on the interest due may be paid during the period granted, in such amounts and at such times as funds are available to Robert C. Phillips & Son, Inc.;
(b) Should Robert O. Phillips & Sons, Inc. fail to pay the particular installment now due on August 31, 1964 or any of the subsequent installments on the exact date due, the whole obligation would become immediately demandable without notice;
(c) In consideration of this extension granted to Robert O. Phillips & Sons, Inc., Robert O. Phillips himself and his wife, Magdalena Ysmael Phillips, jointly and severally guaranteed all the installments and other obligations of Robert O. Phillips & Sons, Inc., under the original contract of sale dated April 13, 1963.
In the meantime, Robert D. Phillips, in his behalf and in that of his wife and Robert O. Phillips and Sons, Inc., entered into negotiations for the sale of their shares of stock in Hacienda Benito, Inc. to Alfonso Yuchengco. Upon being informed of this, the Perez Rubios, through their attorney-in-fact, Joaquin Ramirez, reminded the Phillips spouses and the Phillips corporation in writing of their obligations under the contract of sale of April 13, 1963 and reminded them in particular that the shares subject matter thereof were still subject to the payment of the unpaid balance of the sale price. They gave a similar notice to Alfonso Yuchengco, but expressed no objection to the sale provided the obligations in their favor were satisfied.
On March 26, 1965, the Phillips (individuals and corporation), through their attorney, Juan T. David, sent a letter to the Perez Rubios telling them, in substance, that the only obstacle to the consummation of the Phillips-Yuchengco sale of the shares of stock of Hacienda Benito, Inc. was their letter of November 24, 1964 and warned that unless the same was withdrawn by March 29, they would seek redress elsewhere. On March 27, 1965, the Perez Rubios, for their part, wrote the Phillips that due to the latter's inability to comply with the former's conditions, the negotiations going on between them were cancelled, and should the full amount due to them remained unpaid by noon of March 31, 1965, they would file action in court in the afternoon thereof. However, on March 30, 1965, stealing a march on the Perez Rubios, the Phillips (individuals and corporation) filed Civil Case No. 8632 mentioned heretofore where they obtained, ex-parte, a preliminary injunction to this effect:
IT IS HEREBY ORDERED by the undersigned Judge of the Court of First Instance that, until further orders, you, all your attorneys, representatives, agents, and any other person assisting you, REFRAIN from interfering with the transaction between the plaintiff corporation with Alfonso T. Yuchengco on the sale of the shares of stock of Hacienda Benito, Inc., and from enforcing whatever amount he may claim to be due to them from the plaintiffs under the Agreements (Annexes "A", "A-1", and "A-2") mentioned in the complaint.
On April 8, 1965 the Perez Rubios filed a motion to dissolve the above reproduced writ of preliminary injunction, which the respondent judge denied on May 6, 1964. But even before the motion aforesaid could be acted upon, they also filed their answer to the complaint with a counterclaim of P4,500,000.00 representing the unpaid balance of the sale price of their shares. Because of this the Perez Rubios were charged with contempt.
The original petition for certiorari filed in this case is based principally on the allegation that, in taking cognizance of Civil Case No. 8632 and in issuing the writ of preliminary injunction ex-parte mentioned heretofore, the respondent court committed a grave abuse of discretion and, as a consequence, the petition prayed that the respondent judge be restrained from in any way proceeding with the case, and to restrain the respondent Phillips from proceeding with the sale of the shares of stock of Hacienda Benito, Inc. or any of its assets to Alfonso Yuchengco or to any other person, or from performing any act which will diminish the value of said shares of stock or deplete the assets of the company.
On October 4, 1965, Miguel Perez Rubio, to whom all the Perez Rubio shares had been assigned, filed in this Court a motion for the admission of an amended supplemental petition impleading the following additional parties: Victoria Valley Development Corporation and Manufacturers Bank and Trust Co., who objected to their inclusion as such on different grounds. The supplemental petition also prayed that certain parties be cited and later punished for contempt; for the issuance of a preliminary mandatory injunction and a writ of attachment as follows:
1. The Manufacturer's Bank & Trust Company and/or Victoria Valley Development Corporation be ordered to return the properties it bought from Hacienda Benito, Inc., to Hacienda Benito, Inc.;
2. That a writ of attachment be issued in favor of your petitioner against the properties of the Respondents Phillips including those of Hacienda Benito, Inc., or against the proceeds of their sale in the ordinary course of business and of the other corporations who were defendants in Civil Case No. 8766 for an amount equivalent to your petitioner's counterclaim;
3. Respondents Phillips be held in contempt of this Honorable Court;
4. Alfonso Yuchengco, Antonio de las Alas, Ambrosio Padilla, Leonides S. Virata, Macario Tiu, Romeo Villonco be summoned before this Honorable Court to show cause why they should not be held in contempt of this Honorable Court.
Petitioner likewise prays that:
"1. He be declared to have had a vendor's lien over the shares of stock he sold to Respondents Phillips on installments and which up to now remain unpaid;
"2. He be permitted to sue and collect on the outstanding balance of P4,250,000 due for sale of the shares of Hacienda Benito, Inc., to Respondents Phillips; and, therefore,
"3. The injunction and order of the Respondent Court dated April 1, 1965 (Annex "1") be revoked and be declared null and void."
Petitioner likewise prays for such other relief as may be just and equitable in the premises.
When the original petition was filed, We issued a preliminary injunction to this effect:
NOW, THEREFORE, until further orders from this Court, You, your agents, your representatives and/or any person or persons acting in your behalf, are hereby enjoined: (FIRST) from proceeding with Civil Case No. 8632 (Robert O. Phillips & Sons, Inc. vs. Miguel Perez Rubio); (SECOND) from proceeding with the sale of the shares of stock of Hacienda Benito, Inc., or any of its assets, to Alfonso Yuchengco or to any other person; and (THIRD) from performing any act which will either diminish the value of said Hacienda, subject matter of the above-mentioned case.
Thereafter, respondents filed an ex-parte petition either for the modification of the preliminary injunction issued by Us or for its dissolution upon a counterbond.
The first question to be resolved now is the admission of the amended supplemental petition. In this connection we do not deem it necessary nor advisable at this stage of the proceedings to lengthily discuss the merits of the facts alleged therein. Suffice it to say that we deem them sufficient — if proven — to entitle petitioners to relief against the additional parties therein named. The same is, therefore, admitted.
On the other hand, the petition that the original respondents as well as the new parties be cited for contempt, and the petition for the issuance of a mandatory injunction and a writ of preliminary attachment may best and properly be taken up only after a full hearing of this case on the merits, for to resolve them now one way or the other will necessarily require a consideration of the main issue involved herein.
In connection with the urgent ex-parte petition filed by the respondents (except the respondent judge) for a modification of the preliminary injunction herein granted or for its dissolution upon the filing of a bond, it appears that the Hacienda Benito, Inc. is not a party respondent neither upon the original petition nor upon the amended supplemental petition, although it is plain from the allegations made in both that the shares of stock of said company, and naturally its assets, are the very subject of controversy. However, the injunction issued in this case is directed exclusively to the parties herein and, in connection with the assets of said hacienda, they are the only ones enjoined from performing any act which will either diminish the value of said shares of stock or deplete the assets of said hacienda. The petition for modification this regard is, therefore, not well founded and modification and is denied.
Inasmuch as the petition for the dissolution of the preliminary injunction issued by Us in this case, upon the filing of a bond, is ex-parte, the respondents are hereby ordered to serve a copy thereof upon petitioner, who is hereby required to submit his comments in connection therewith, if he so desires, within ten days from receipt thereof.1äwphï1.ñët
Bengzon, C.J., Bautista Angelo, Concepcion, Reyes, J.B.L., Regala, Makalintal and Bengzon, J.P., JJ., concur.
Barrera and Zaldivar, JJ., took no part.
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