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REPUBLIC OF THE PHILIPPINES

MUNICIPAL TRIAL COURT IN CITIES


City of Cebu
Branch 01

PEDRO SANTOS,
Plaintiff , Civil Case No. 1
-Versus- For: INJUNCTION
BRUNO RAMOS
Respondent.
x----------------------------x

MEMORANDUM

COME NOW RESPONDENT, through the undersigned counsel, unto


this Honorable Court most respectfully submit and present this Memorandum
in the above-titled case and aver that:

THE PARTIES

1. Plaintiff Pedro Santos is of legal age, single, and residing on 456 Figueroa
Street, Cebu City, where she may be served with legal processes and
notices issued by this Honorable Court;

2. Defendant Bruno Ramos is of legal age and residing on 123 Cabangcalan


Street, Cebu City and may be served with legal processes and other judicial
notices thereto.

I. PROCEDURAL BACKGROUND

1. On February 5, 2017, herein Plaintiff filed a Complaint for Injunction dated


February 5, 2017 against Responded;

2. On February 12, 2017, an Answer with Counter-Claim dated February 12,


2017 was filed by the Respondent;
II. FACTUAL BACKGROUND

That on the year 2007, the ABC Enterprises Inc, a domestic corporation, is
to undergo liquidation due to the expiration of the term of its corporate life.

That on August of 2015, the liquidation board of the said company assigned
the rights of a parcel of land owned by the company to the complainant,
Bruno Ramos.

That the same parcel of land was utilized by the plaintiff for his personal use
in which the land is still owned by the company. The company merely
tolerated the utilization of the parcel of land and there was no transfer of
ownership.

That both the complainant and the respondent are stockholders of the ABC
Enterprises Inc.

That upon the knowledge of Bruno Ramos of the existing lease agreement
between the complainant as lessor and a lessee, he notify the lessee of the
assignment and the transfer of ownership of the parcel of land to his name
and not of the complainant.

That upon subsequent demands, written and verbal, by the respondent to


the lessee which was refused by the latter the respondent took action and
padlocked the parcel of land to not give access to the lessee. Hence this
petition by the lessee.

III. ISSUES OF THE CASE

The Respondent proposes the following issues to be tried and resolved by


this Honorable Court:

1. Whether or not the Respondent has the right to padlocked the


premises of the parcel of land assigned to him;
2. Whether or not the Respondent is the owner of the parcel of
land;

IV. ARGUMENTS

I. The Respondent has the rght to padlocked his own


property as one of his right as an owner. Rights of an
owner are provided for the New Civil Code under title II
ownership specifically Art 429.
II. The ownership of a stockholder in relation to the assets of
the company exists merely as an inchoate right

III. DISCUSSION

I. It is necessary to emphasize that the Respondent is the bona fide


owner of the parcel of land located at Barangay Calunasan, Cebu
City under TCT No. 12345 of the Register of Deeds of Cebu City.
The ownership was transferred from the ABC Enterprise Inc during
the liquidation process in which the parcel of land was assigned to
the respondent as one of the stockholders of the company.

Jurisprudence have long settled the rule that possession does not
always equate to ownership. In the decision of the case of Jabon vs
Alo, the ponente states that Ownership is different from
possession. A person may be declared owner, but he may not be
entitled to possession. The possession may be in the hands of
another either as a lessee of which tenant. Morever, the possession
by the petition was only by mere tolerance as one of the
stockholders of the company and no transfer of ownership occurred.
The decision in the case of Heirs of Jose Maligaso Sr. vs Spouses
Encinas, the ponente discussed in relation to possession by mere
tolerance which states that, As registered owners of the lots in
question, the private respondents have a right to eject any person
illegally occupying their property. This right is imprescriptible. Even
if it be supposed that they were aware of the petitioners
occupation of the property, and regardless of the length of
that possession, the lawful owners have a right to demand
the return of their property at any time as long as the
possession was unauthorized or merely tolerated, if at
all. This right is never barred by laches. Herein, the registered
owner of the said lot is the ABC company in which they merely
tolerated the occupation of the petitioner. In applying the rule, no
ownership has been transferred, hence the ABC company remains
as the owner of the parcel of land. The land was subsequently
assigned to the respondent during the liquidation proceedings.

As an owner, the New Civil Code particularly Article 429 and 430 of
Title II on Ownership provides that, The owner or lawful
possessor of a thing has the right to exclude any person
from the enjoyment and disposal thereof. For this purpose,
he may use such force as may be reasonably necessary to
repel or prevent an actual or threatened unlawful physical
invasion or usurpation of his property. and Every owner
may enclose or fence his land or tenements by means of
walls, ditches, live or dead hedges, or by any other means
without detriment to servitudes constituted thereon. The act
of the respondent on padlocking the property he legally own due to
the petitioner as a lessee ignoring the notices given by the
respondent.

II. As discussed in the case of Asias Emerging Dragon


Corporation vs Department of Transportation and
Communication, the ponente penned that, their
[stockholders] interest is purely inchoate, or in sheer
expectancy of a right in the management of the
corporation and to share in the profits thereof and in
the properties and assets thereof on dissolution, after
payment of the corporate debts and obligations. While a
share of stock represents a proportionate or aliquot interest in
the property of the corporation, it does not vest the owner
thereof with any legal right or title to any of the property, his
interest in the corporate property being equitable or beneficial
in nature. Shareholders are in no legal sense the owners of
corporate property, which is owned by the corporation as a
distinct legal person. It is but clear that the lessor was never
the owner of the property he leased in favor of the petitioner
for the said parcel of land forms part of the corporate
property in which no transfer of ownership of any mode has
occurred.

With the foregoing recognized jurisprudence said, the Petitioners


action would necessarily lead to futility for no cause of action.

PRAYER

WHEREFORE, premise considered, it respectfully prayed for that this


Honorable Court that Petitioners prayer for injunction be DENIED for having
no cause of action and the petition DISMISSED for being clearly
unmeritorious.

Other just and equitable reliefs under the foregoing are likewise being
prayed for.

Respectfully submitted

Cebu City, Philippines. March 12, 2017.

CDE LAW OFFICE


Counsel for the Defendant
2/F Aznar Bldg. Urgello St.,
Cebu City, Philippines

ATTY. DARYL TEJANO


PTR No. 111111 / 02-20-2017 / Cebu City
IBP LRN No. 111-11 / 12-31-2017 / Cebu City
Roll of Attorney No. 11111
MCLE Exemption no. III-11111

Copy furnished:

ATTY. RODEL V. REYES


Counsel for the Plaintiff
Unit 108, Ben Tower I
Cebu City, Philippines