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Sime Darby Pilipinas, Inc v. Mendoza (Cristelle) 4.

4. Before the sale could push through, the broker required Sime Darby to
June 19, 2013| Carpio, J. | Resulting Trusts secure an authorization to sell from Mendoza since the club share was
PETITIONER: SIME DARBY PILIPINAS, INC still registered in Mendozas name.
RESPONDENTS: JESUS B. MENDOZA. 5. However, Mendoza refused to sign the required authority to sell or special
SUMMARY: Sime Darby bought a club share in Alabang country club but it placed power of attorney unless Sime Darby paid him the amount of P300,000,
the share under the name of Mendoza in trust for Sime Darby. From the time of claiming that this represented his unpaid separation benefits. As a result, the
purchase Sime Darby paid for the club shares. When Mendoza retired, Sime Darby sale did not push through and Sime Darby was compelled to return the
wanted to sell the club share but before the sale could push through, the broker payment to the prospective buyer.
required Sime Darby to secure an authorization to sell from Mendoza since the club 6. On 13 September 2005, Sime Darby filed a complaint for damages with writ
share was still registered in Mendozas name. Mendoza refused to sign unless Sime of preliminary injunction against Mendoza with the Regional Trial Court
Darby pays him 300,000. Sale did not push through and Sime Darby was forced to (RTC) of Makati City, Branch 132. Sime Darby claimed that it was the
return the payment to the prospective buyer. Sime Darby filed a complaint for practice of the company to extend to its senior managers and executives the
damages with writ of preliminary injunction against Mendoza because he used the privilege of using and enjoying the facilities of various club memberships.
facilities and privileges of ACC to the damage and prejudice of Sime Darby. 7. Sime Darby added that during Mendozas employment with the company
Issue: Whether or not Sime Darby is the owner of the ACC share? YES Sime Darby until his retirement in April 1995, Sime Darby regularly paid for the monthly
is the owner. Held: While the share was bought by Sime Darby and placed dues and other assessments on the ACC Class A club share. Further, Sime
under the name of Mendoza, his title is only limited to the usufruct, or the use Darby alleged that Mendoza sent a letter dated 9 August 2004 to ACC and
and enjoyment of the clubs facilities and privileges while employed with the requested all billings effective September 2004 be sent to his personal
company. In Thomson v. Court of Appeals, we held that a trust arises in favor address.
of one who pays the purchase price of a property in the name of another, 8. Despite having retired from Sime Darby for less than 10 years and long after
because of the presumption that he who pays for a thing intends a beneficial the employment contract of Mendoza with the company has been severed,
interest for himself. Sime Darbys payments of monthly billings of the subject Mendoza resumed using the facilities and privileges of ACC, to the damage
share bolster Mendozas possession in trust rather than his ownership over the and prejudice of Sime Darby.
share. With this, the right of plaintiff over the share is clear and unmistakable. 9. Thus, Sime Darby prayed that a restraining order be issued, pending the
DOCTRINE: A trust arises in favor of one who pays the purchase price of a property hearing on the issuance of a writ of preliminary injunction, enjoining
in the name of another, because of the presumption that he who pays for a thing Mendoza from availing of the clubs facilities and privileges as if he is the
intends a beneficial interest for himself. While Sime Darby paid for the purchase of owner of the club share.
the club share, Mendoza was given the legal title. Thus, a resulting trust is presumed 10. On 15 November 2005, Mendoza filed an Answer alleging ownership of the
as a matter of law. club share. Mendoza stated that Sime Darby purchased the Class A club
FACTS: share and placed it under his name as part of his employee benefits and bonus
1. Petitioner Sime Darby employed Jesus B. Mendoza as sales manager to for past exemplary service.
handle sales, marketing, and distribution of the company's tires and rubber 11. Mendoza admitted endorsing in blank the stock certificate covering the club
products. On 3 July 1987, Sime Darby bought a Class A club share in share and signing a blank assignment of rights only for the purpose of
Alabang Country Club (ACC) from Margarita de Araneta as evidenced by a securing Sime Darbys right of first refusal in case he decides to sell the club
Deed of Absolute Sale. share. Mendoza also alleged that when he retired in 1995, Sime Darby failed
2. The share, however, was placed under the name of Mendoza in trust for to give some of his retirement benefits amounting to P300,000.
Sime Darby since the By-Laws of ACC state that only natural persons 12. Mendoza filed a separate Opposition to Sime Darbys application for
may own a club share. As part of the arrangement, Mendoza endorsed the restraining order and preliminary injunction stating that there was no showing
Club Share Certificate in blank and executed a Deed of Assignment, also in of grave and irreparable injury warranting the relief demanded.
blank, and handed over the documents to Sime Darby. 13. On 30 April 2007, the trial court rendered a Decision in favor of Sime Darby.
3. From the time of purchase in 1987, Sime Darby paid for the monthly dues Mendoza filed an appeal with the Court of Appeals. On 30 March 2012, the
and other assessments on the club share. When Mendoza retired in April appellate court reversed the ruling of the trial court. The appellate court ruled
1995, Sime Darby fully paid Mendoza his separation pay amounting to more that Sime Darby failed to prove that it has a clear and unmistakable right over
than P3,000,000. Sometime in July 2004, Sime Darby found an interested the club share of ACC.
buyer of the club share. ISSUES:
1. Whether or not Sime Darby is entitled to damages and injunctive relief Mendoza, as the transferee, claimed that he only signed the assignment of
against Mendoza, its former employee? YES rights in blank in order to give Sime Darby the right of first refusal in case
2. Whether or not Sime Darby is the owner of the ACC share? YES Sime he decides to sell the share later on.
Darby is the owner or the share. 7. A right of first refusal, in this case, would mean that Sime Darby has a right
RULING: WHEREFORE, we GRANT the petition. We SET ASIDE the 30 March to match the purchase price offer of Mendozas prospective buyer of the
2012 Decision and 6 June 2012 Resolution of the Court of Appeals in CA-G.R. CV club share and Sime Darby may buy back the share at that price. However,
No. 89178. We REINSTATE the 30 April2007 Decision of the Regional Trial Court Mendozas contention of the right of first refusal is a self-serving statement.
of Makati City, Branch 132 in Civil Case No. 05-821. 8. He did not present any document to show that there was such an agreement
RATIO: between him and the company, not even an acknowledgment from Sime
1. Yes. In order for a writ of preliminary injunction to issue, the following Darby that it actually intended the club share to be given to him as a reward
requisites must be present: (a) invasion of the right sought to be protected is material for his performance and past service.
and substantial; (b) the right of the complainant is clear and unmistakable, and (c) there is an 9. In fact, the circumstances which occurred after the purchase of the club
urgent and paramount necessity for the writ to prevent serious damage. The twin requirements
share point to the opposite. Mendoza signed the share certificate and
of a valid injunction are the existence of a right and its actual or threatened violations. All the
elements are present in the instant case. assignment of rights both in blank, Mendoza turned over possession of the
2. Petitioner Sime Darby has sufficiently established its right over the subject documents to Sime Darby, From the time the share was purchased in 1987
club share. Such fact was clearly proved when in the application form dated until 1995, Sime Darby paid for the monthly bills pertaining to the share
17 July 1987 of the ACC for the purchase of the club share, Sime Darby and since 1987, the monthly bills were regularly sent to Sime Darbys
placed its name in full as the owner of the share and Mendoza as the business address until Mendoza requested in August 2004, long after he
assignee of the club share. retired from the employ of the company, that such bills be forwarded to his
3. Even during the trial, at Mendozas cross-examination, Mendoza identified personal address starting September 2004.
his signature over the printed words name of assignee as his own and 10. Sime Darby did not intend to give up its beneficial interest and right over
when confronted with his Reply-Affidavit, he did not refute Sime Darbys the share. The company merely wanted Mendoza to hold the share in
ownership of the club share as well as Sime Darbys payment of the trust since Sime Darby, as a corporation, cannot register a club share in
monthly billings from the time the share was purchased. its own name under the rules of the ACC. At the same time, Mendoza, as
4. When the share was registered under the name of mendoza, the latter signed a senior manager of the company, was extended the privilege of availing a
the stock certificate in blank as well as the deed of assignment and placed club membership, as generously practiced by Sime Darby.
the certificate under the possession of the sime darby. Hence, Sime darby 11. (Mendozas unreasonable demands) Mendoza violated Sime Darbys
did not intend to relinquish its interest and right over the subject, rather it beneficial interest and right over the club share after he was informed by
intended to have the share held in trust by defendant, until a new Atty. Ronald E. Javier of Sime Darbys plan to sell the share to an interested
grantee is named. Clearly, Mendoza admission of signing the club share buyer. Mendoza refused to give an authorization to sell the club share unless
certificate and the assignment of rights, both in blank, and turning it he was paid P300,000 allegedly representing his unpaid retirement benefit.
over to Sime Darby. show that there existed a trust relationship In August 2004, Mendoza tried to appropriate the club share and demanded
between the parties. from ACC that he be recognized as the true owner of the share as the named
5. While the share was bought by Sime Darby and placed under the name member in the stock certificate as well as in the annual report issued by
of Mendoza, his title is only limited to the usufruct, or the use and ACC.
enjoyment of the clubs facilities and privileges while employed with the 12. Despite being informed by Sime Darby to stop using the facilities and
company. In Thomson v. Court of Appeals, we held that a trust arises privileges of the club share, Mendoza continued to do so. Thus, in order to
in favor of one who pays the purchase price of a property in the name prevent further damage and prejudice to itself, Sime Darby properly sought
of another, because of the presumption that he who pays for a thing injunction in this case.
intends a beneficial interest for himself. Sime Darbys payments of 13. SC grants the damages and injunctive relief sought by Sime Darby, as the
monthly billings of the subject share bolster Mendozas possession in true owner of the ACC Class "A" club share. Sime Darby has the right to
trust rather than his ownership over the share. With this, the right of be protected from Mendoza's act of using the facilities and privileges of
plaintiff over the share is clear and unmistakable. ACC. Sime Darby may choose to dispose of the club share in any manner it
6. While Sime Darby paid for the purchase price of the club share, sees fit without undue interference from Mendoza, who lost his right to use
Mendoza was given the legal title. Thus, a resulting trust is presumed as the club share when he retired from the company
a matter of law. The burden then shifts to the transferee to show otherwise.