Baguio v. Court of Appeals
REITERATIONFacts
1. The Antecedents: Petitioner Constancio T. Baguio filed a complaint against respondents Las Palmas International Manpower Corporation, Spouses Donaldo and Consuelo P. Palma, and Cynthia C. Calapre, seeking to recover P60,000.00 paid for 600 shares of stock in Las Palmas International Corporation. Petitioner alleged that the Spouses Palma, officers of the corporation, sold him these shares but failed to deliver them or return the payment. The Spouses Palma, in their defense, claimed petitioner never paid for the shares and that no receipt was issued. 2. Procedural History: The Regional Trial Court, Branch 39, Manila, ruled in favor of petitioner, ordering the private respondents to refund the P60,000.00, plus exemplary damages and attorney's fees. However, the Court of Appeals reversed this decision, dismissing petitioner's complaint. The appellate court found that the board resolution and secretary's certificate presented by petitioner did not prove payment, and that his witness did not actually see the payment being made. The appellate court also questioned why petitioner did not insist on using his alleged unpaid commission as payment if the transaction occurred. 3. The Petition: Petitioner filed this appeal by certiorari under Rule 45 of the Revised Rules of Court, arguing that the Court of Appeals erred in its factual findings, particularly regarding the testimony of his witness, Jose Baldea, Jr., who allegedly saw petitioner counting money intended for the Spouses Palma. Petitioner also contested the appellate court's interpretation of the board resolution and secretary's certificate, asserting they did indicate payment. The core issue presented to the Supreme Court is whether petitioner actually paid the P60,000.00 on July 8, 1982.
Issue(s)
Whether petitioner Constancio T. Baguio actually paid the sum of P60,000.00 to respondents Spouses Palma for the 600 shares of stock, and whether the Board Resolution No. 001, series of 1982, and the Secretary's Certificate constituted sufficient proof of payment. Whether the Court of Appeals erred in disregarding the testimony of petitioner's witness, Jose Baldeo, Jr. Whether the Court of Appeals erred in its appreciation of the evidence presented, specifically regarding the transfer of shares under the Corporation Code and the implication of being a director and vice-president.
Ruling
The Supreme Court affirmed the decision of the Court of Appeals, dismissing the petition for review on certiorari for lack of merit. The Court held that the petitioner failed to prove by convincing evidence that he paid the P60,000.00 for the shares of stock.
Ratio Decidendi
On the issue of payment for the shares of stock and the probative value of the Board Resolution and Secretary's Certificate: The Court found that the petitioner failed to present convincing evidence of payment. The absence of a receipt for such a large sum of money was a significant factor. While petitioner presented a Board Resolution and a Secretary's Certificate, the Court noted that the Board Resolution itself contained no reference to the purchase price or its receipt. The Secretary's Certificate mentioned that the shares represented P60,000.00 but did not acknowledge receipt of the payment. The Court emphasized that a statement of value is different from an acknowledgment of payment. Furthermore, the Court pointed out that the Board Resolution was an act of the corporation, not of the Spouses Palma in their personal capacity, and the corporation had no direct involvement in the alleged personal transaction between its officers and the petitioner. The majority of the directors likely relied on information provided by the Spouses Palma, and thus could not be charged with knowledge of the payment. The Court reiterated that the Board Resolution (Exh. A) did not mention the purchase price or its receipt. While the Secretary's Certificate (Exh. B) mentioned that the 600 shares represented P60,000.00, it did not confirm that this amount was actually paid to the respondents. The Court distinguished between the value of shares and the actual payment made. Moreover, the Court noted that the corporate secretary listed in the SEC records was Anabelle Acapulco, not respondent Cynthia C. Calapre, and that the Board Resolution and Secretary's Certificate were not recorded with the Securities and Exchange Commission, casting doubt on their authenticity and validity in proving the transaction. On the testimony of Jose Baldeo, Jr.: The Court reviewed the transcript of stenographic notes and concluded that Jose Baldeo, Jr. did not actually witness the payment of P60,000.00. His testimony indicated that he saw petitioner counting money and that petitioner stated he was going to use the money to pay the Spouses Palma. However, Baldeo, Jr. met the Spouses Palma on the stairway as they were going up to petitioner's office, and he did not see them receive the money. The Court found that Baldeo, Jr. was not in the office when the alleged payment occurred. On the transfer of shares under the Corporation Code and the implication of being a director and vice-president: The Court invoked Section 63 of the Corporation Code, which states that no transfer of shares of stock is valid, except between the parties, until it is recorded in the books of the corporation. The petitioner failed to show compliance with this requirement, as no certificate of stock was issued and no transfer of shares was recorded in the corporate books. This further weakened his claim of having paid for the shares. The Court clarified that election to the board of directors or appointment as vice-president does not automatically imply ownership of duly-paid shares. Nominee directors often do not pay for qualifying shares, and the Corporation Code does not mandate that a vice-president must own shares. Therefore, petitioner's positions within the corporation did not inherently prove his payment for the shares.
Main Doctrine
The Court of Appeals did not err in reversing the trial court's decision and dismissing the complaint for collection of a sum of money, as the petitioner failed to present convincing evidence of payment for the shares of stock, particularly the absence of a receipt and the insufficiency of the documentary evidence presented.