Lopez Realty v. Tanjangco

REYES, J.:

This is a Petition for Review1 under Rule 45 of the Rules of Court from the Decision2 dated February 22, 2002 of the Court of Appeals (CA) in CA-G.R. CV No. 63519 which reversed and set aside the Decision3 dated June 25, 1997 of the Regional Trial Court (RTC) of Manila, Branch 25, in Civil Case No. 144667. Antecedents Facts Lopez Realty, Inc. (LRI) and Dr. Jose Tanjangco (Jose) were the registered co-owners of three parcels of land and the building erected thereon known as the "Trade Center Building", which were covered by Transfer Certificates of Title (TCT) Nos. 127778, 127779 and 127780 (subject properties) of the Register ofDeeds of Manila. Jose's one-half share in the subject properties were later transferred and registered in the name of his son Reynaldo Tanjangco and daughter-in-law, Maria Luisa Arguelles (spouses Tanjangco).

At the time material to this case,the stockholders of record of LRI were the following: a. Asuncion Lopez-Gonzalez (Asuncion) - 7,831 shares; b. Arturo F. Lopez (Arturo) - 7,830 shares; c.

Teresita Lopez-Marquez (Teresita) - 7,830 shares; d. Rosendo de Leon (Rosendo) - 5 shares e. Benjamin Bernardino (Benjamin) - 1 share; f.

Augusto de Leon (Augusto) - 1 share; and g. Leo Rivera (Leo) - 1 share4 Except for Arturo and Teresita, the rest of the stockholders were members of the Board of Directors.5 Asuncion was LRI's Corporate Secretary. In a special meeting of the stockholders held on July 27, 1981, the sale of the one-half share of LRI in the Trade Center Building was discussed: MINUTES OF SPECIAL MEETING OF STOCKHOLDERS OF LOPEZ REALTY[,] INCORPORATED ON JULY 27, 1981 AT 3:00 P.M. STOCKHOLDERS PRESENT: TERESITA L. MARQUEZ - 7,830 shares ASUNCION F. LOPEZ - 7,831 shares ARTURO F. LOPEZ - 7,830 shares ROSENDO DE LEON - 5 share[s] BENJAMIN B. BERNARDINO - 1 share LEO R. RIVERA - 1 share