Tokuda v. Gonzales
REITERATIONFacts
The Antecedents: Respondent Manila Asia Travel Service Corporation, through its president Milagros Gonzales, assigned 1,500 shares of stock to petitioners spouses Kaoru and Rosalina Tokuda for P300,000. P115,500 was paid immediately, with the balance due within 90 days. Following the assignment, Kaoru Tokuda was elected vice-president, and the travel agency relocated its office to the Tokudas' business space, subleasing a portion thereof. The initial payment covered office rental, improvements, printing, and representation expenses. Procedural History: The controversy arose when Mrs. Tokuda and co-petitioners allegedly complained about a delay in a passport application. Subsequently, petitioners allegedly turned off respondents' office lights, locked toilet facilities, disconnected telephone lines, and removed office signage. Respondents filed a complaint for damages and injunction. The Regional Trial Court (RTC) ruled in favor of respondents, declaring the writ of preliminary mandatory injunction permanent and ordering petitioners to pay damages, including the value of office items taken, unearned income, moral damages, exemplary damages, attorney's fees, and costs. The Petition: The Court of Appeals affirmed the RTC decision. Petitioners appealed to the Supreme Court, raising issues regarding the validity of the share assignment, the alleged acts of harassment, and denial of their day in court. They claimed Rosalina Tokuda did not agree to the assignment, subleasing was prohibited, and the disconnection of the telephone line was a legitimate action by the telephone company. They also argued they were denied their day in court due to their absence in a hearing where the case was submitted for decision.
Issue(s)
Whether the assignment of shares is valid and undisputed. Whether the alleged acts of harassment by petitioners against respondents warrant the award of damages. Whether petitioners were denied their day in court.
Ruling
The Supreme Court denied the petition, affirming the Decision and Resolution of the Court of Appeals. The writ of preliminary mandatory injunction was declared permanent, and petitioners were ordered to pay damages jointly and severally.
Ratio Decidendi
On the validity of the assignment of shares: The Court held that the issues raised by petitioners regarding the assignment of shares were factual in nature. The RTC and Court of Appeals relied on a notarized deed of assignment, confirmed by petitioners' own affidavit, and supported by receipts presented during trial. These definitive documentary evidences prevailed over petitioners' bare denial. The Court reiterated that factual findings of the appellate court, when supported by evidence, are conclusive. On the alleged acts of harassment and award of damages: The Court found that the acts of turning off office lights and locking toilet facilities were not legitimate actions and clearly demonstrated petitioners' intention to harass respondents. Such conduct was deemed reprehensible and justified the award of consequential damages. The Court emphasized that reviews on certiorari are limited to errors of law, and it will not re-weigh evidence unless the findings of the lower courts are totally devoid of support or glaringly erroneous. On the denial of the day in court: The Court ruled that petitioners could not raise the issue of denial of their day in court for the first time before the Supreme Court. Petitioners received notice of the order submitting the case for decision on July 17, 1992, but did not question it before the RTC. The Court reiterated the well-settled rule that a party is not allowed to change the theory of the case or raise matters not submitted before the trial court for the first time on appeal or certiorari.
Main Doctrine
Factual findings of the Court of Appeals, affirming those of the trial court, are conclusive upon the Supreme Court if supported by evidence. Issues of fact, such as the validity of a share assignment or whether acts of harassment occurred, cannot be raised for the first time on appeal. A party who fails to question an order submitting a case for decision before the trial court cannot invoke this right for the first time before the Supreme Court.