Decision
Torres v. Court Of Appeals
G.R. No. 120138 · 1997-09-05 · KAPUNAN, J. · LawPhil
MANUEL A. TORRES, JR., (Deceased), GRACIANO J. TOBIAS, RODOLFO L. JOCSON, JR., MELVIN S. JURISPRUDENCIA, AUGUSTUS CESAR AZURA and EDGARDO D. PABALAN, petitioners, vs. COURT OF APPEALS, SECURITIES AND EXCHANGE COMMISSION, TORMIL REALTY & DEVELOPMENT CORPORATION, ANTONIO P. TORRES, JR., MA. CRISTINA…
KAPUNAN, J.:
In this petition for review on certiorari under Rule 45 of the Revised Rules of Court, petitioners seek to annul the decision of the Court of Appeals in CA-G.R. SP. No. 31748 dated 23 May 1994 and its subsequent resolution dated 10 May 1995 denying petitioners' motion for reconsideration. The present case involves two separate but interrelated conflicts.
The facts leading to the first controversy are as follows: The late Manuel A. Torres, Jr. (Judge Torres for brevity) was the majority stockholder of Tormil Realty & Development Corporation while private respondents who are the children of Judge Torres' deceased brother Antonio A. Torres, constituted the minority stockholders. In particular, their respective shareholdings and positions in the corporation were as follows: Name of Stockholder Number of Shares Percentage Position(s) Manuel A. Torres, Jr. 100,120 57.21 Dir./Pres./Chair Milagros P. Torres 33,430 19.10 Dir./Treasurer Josefina P. Torres 8,290 4.73 Dir./Ass. Cor-Sec. Ma.
Cristina T. Carlos 8,290 4.73 Dir./Cor-Sec. Antonio P. Torres, Jr. 8,290 4.73 Director Ma. Jacinta P. Torres 8,290 4.73 Director Ma. Luisa T. Morales 7,790 4.45 Director Dante D. Morales 500 .28 Director1 In 1984, Judge Torres, in order to make substantial savings in taxes, adopted an "estate planning"
scheme under which he assigned to Tormil Realty & Development Corporation (Tormil for brevity) various real properties he owned and his shares of stock in other corporations in exchange for 225,972 Tormil Realty shares. Hence, on various dates in July and August of 1984, ten (10) deeds of assignment were executed by the late Judge Torres: ASSIGNMENT DATE PROPERTY ASSIGNED LOCATION SHARES TO BE ISSUED 1. July 13, 1984 TCT 81834 Quezon City 13,252 TCT 144240 Quezon City 2.
July 13, 1984 TCT 77008 Manila TCT 65689 Manila 78,493 TCT 109200 Manila 3. July 13, 1984 TCT 374079 Makati 8,307 4. July 24, 1984 TCT 41527 Pasay TCT 41528 Pasay 9,855 TCT 41529 Pasay 5.
Aug. 06, 1984 El Hogar Filipino Stocks 2,000 6. Aug.
06, 1984 Manila Jockey Club Stocks 48,737 7. Aug. 07, 1984 San Miguel Corp. Stocks 50,283 8.
Aug. 07, 1984 China banking Corp. Stocks 6,300 9. Aug.
20, 1984 Ayala Corp. Stocks 7,468 10. Aug. 29, 1984 Ayala Fund Stocks 1,322