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Title
Subject
PARTNERSHIP CASES
*****G.R. No. 154486 December 1, 2010
FEDERICO JARANTILLA, JR., Petitioner,
vs.
ANTONIETA JARANTILLA, BUENAVENTURA REMOTIGUE, substituted
by CYNTHIA REMOTIGUE, DOROTEO JARANTILLA and TOMAS
JARANTILLA, Respondents.
DECISION
LEONARDO-DE CASTRO, J.:
This petition for review on certiorari1 seeks to modify the Decision2 of
the Court of Appeals dated July 30, 2002 in CA-G.R. CV No. 40887,
which set aside the Decision3 dated December 18, 1992 of the Regional
Trial Court (RTC) of Quezon City, Branch 98 in Civil Case No. Q-50464.
The pertinent facts are as follows:
The spouses Andres Jarantilla and Felisa Jaleco were survived by eight
children: Federico, Delfin, Benjamin, Conchita, Rosita, Pacita, Rafael
and Antonieta.4 Petitioner Federico Jarantilla, Jr. is the grandchild of the
late Jarantilla spouses by their son Federico Jarantilla, Sr. and his wife
Leda Jamili.5 Petitioner also has two other brothers: Doroteo and Tomas
Jarantilla.
Petitioner was one of the defendants in the complaint before the RTC
while Antonieta Jarantilla, his aunt, was the plaintiff therein. His co-
respondents before he joined his aunt Antonieta in her complaint, were
his late aunt Conchita Jarantilla’s husband Buenaventura Remotigue,
who died during the pendency of the case, his cousin Cynthia
Remotigue, the adopted daughter of Conchita Jarantilla and
Buenaventura Remotigue, and his brothers Doroteo and Tomas
Jarantilla.6
In 1948, the Jarantilla heirs extrajudicially partitioned amongst

themselves the real properties of their deceased parents.7 With the
exception of the real property adjudicated to Pacita Jarantilla, the heirs
also agreed to allot the produce of the said real properties for the years
1947-1949 for the studies of Rafael and Antonieta Jarantilla.8
1
In the same year, the spouses Rosita Jarantilla and Vivencio Deocampo
entered into an agreement with the spouses Buenaventura Remotigue
and Conchita Jarantilla to provide mutual assistance to each other by
way of financial support to any commercial and agricultural activity on a
joint business arrangement. This business relationship proved to be
successful as they were able to establish a manufacturing and trading
business, acquire real properties, and construct buildings, among other
things.9 This partnership ended in 1973 when the parties, in an
"Agreement,"10 voluntarily agreed to completely dissolve their "joint
business relationship/arrangement."11
On April 29, 1957, the spouses Buenaventura and Conchita Remotigue

executed a document wherein they acknowledged that while registered
only in Buenaventura Remotigue’s name, they were not the only owners
of the capital of the businesses Manila Athletic Supply (712 Raon Street,
Manila), Remotigue Trading (Calle Real, Iloilo City) and Remotigue
Trading (Cotabato City). In this same "Acknowledgement of Participating
Capital," they stated the participating capital of their co-owners as of the
year 1952, with Antonieta Jarantilla’s stated as eight thousand pesos
(₱8,000.00) and Federico Jarantilla, Jr.’s as five thousand pesos
(₱5,000.00).12
The present case stems from the amended complaint13 dated April 22,
1987 filed by Antonieta Jarantilla against Buenaventura Remotigue,
Cynthia Remotigue, Federico Jarantilla, Jr., Doroteo Jarantilla and
Tomas Jarantilla, for the accounting of the assets and income of the co-
ownership, for its partition and the delivery of her share corresponding to
eight percent (8%), and for damages. Antonieta claimed that in 1946,
she had entered into an agreement with Conchita and Buenaventura
Remotigue, Rafael Jarantilla, and Rosita and Vivencio Deocampo to
engage in business. Antonieta alleged that the initial contribution of
property and money came from the heirs’ inheritance, and her
subsequent annual investment of seven thousand five hundred pesos
(₱7,500.00) as additional capital came from the proceeds of her farm.
Antonieta also alleged that from 1946-1969, she had helped in the
management of the business they co-owned without receiving any
salary. Her salary was supposedly rolled back into the business as
additional investments in her behalf. Antonieta further claimed co-
ownership of certain properties14 (the subject real properties) in the
name of the defendants since the only way the defendants could have
purchased these properties were through the partnership as they had no
other source of income.
2
The respondents, including petitioner herein, in their Answer,15 denied
having formed a partnership with Antonieta in 1946. They claimed that
she was in no position to do so as she was still in school at that time. In
fact, the proceeds of the lands they partitioned were devoted to her
studies. They also averred that while she may have helped in the
businesses that her older sister Conchita had formed with Buenaventura
Remotigue, she was paid her due salary. They did not deny the
existence and validity of the "Acknowledgement of Participating Capital"
and in fact used this as evidence to support their claim that Antonieta’s
8% share was limited to the businesses enumerated therein. With regard
to Antonieta’s claim in their other corporations and businesses, the
respondents said these should also be limited to the number of her
shares as specified in the respective articles of incorporation. The
respondents denied using the partnership’s income to purchase the
subject real properties and said that the certificates of title should be
binding on her.16
During the course of the trial at the RTC, petitioner Federico Jarantilla,
Jr., who was one of the original defendants, entered into a compromise
agreement17 with Antonieta Jarantilla wherein he supported Antonieta’s
claims and asserted that he too was entitled to six percent (6%) of the
supposed partnership in the same manner as Antonieta was. He prayed
for a favorable judgment in this wise:
Defendant Federico Jarantilla, Jr., hereby joins in plaintiff’s prayer for an

accounting from the other defendants, and the partition of the properties
of the co-ownership and the delivery to the plaintiff and to defendant
Federico Jarantilla, Jr. of their rightful share of the assets and properties
in the co-ownership.181avvphi1
The RTC, in an Order19 dated March 25, 1992, approved the Joint
Motion to Approve Compromise Agreement20and on December 18,
1992, decided in favor of Antonieta, to wit:
WHEREFORE, premises above-considered, the Court renders judgment

in favor of the plaintiff Antonieta Jarantilla and against defendants
Cynthia Remotigue, Doroteo Jarantilla and Tomas Jarantilla ordering the
latter:
1. to deliver to the plaintiff her 8% share or its equivalent amount on the
real properties covered by TCT Nos. 35655, 338398, 338399 & 335395,
3
all of the Registry of Deeds of Quezon City; TCT Nos. (18303)23341,
142882 & 490007(4615), all of the Registry of Deeds of Rizal; and TCT
No. T-6309 of the Registry of Deeds of Cotabato based on their present
market value;2. to deliver to the plaintiff her 8% share or its equivalent
amount on the Remotigue Agro-Industrial Corporation, Manila Athletic
Supply, Inc., MAS Rubber Products, Inc. and Buendia Recapping
Corporation based on the shares of stocks present book value;3. to
account for the assets and income of the co-ownership and deliver to
plaintiff her rightful share thereof equivalent to 8%;4. to pay plaintiff,
jointly and severally, the sum of ₱50,000.00 as moral damages;5. to pay,
jointly and severally, the sum of ₱50,000.00 as attorney’s fees; and6. to
pay, jointly and severally, the costs of the suit.21
Both the petitioner and the respondents appealed this decision to the
Court of Appeals. The petitioner claimed that the RTC "erred in not
rendering a complete judgment and ordering the partition of the co-
ownership and giving to [him] six per centum (6%) of the properties."22
While the Court of Appeals agreed to some of the RTC’s factual findings,
it also established that Antonieta Jarantilla was not part of the
partnership formed in 1946, and that her 8% share was limited to the
businesses enumerated in the Acknowledgement of Participating
Capital. On July 30, 2002, the Court of Appeals rendered the herein
challenged decision setting aside the RTC’s decision, as follows:
WHEREFORE, the decision of the trial court, dated 18 December 1992
is SET ASIDE and a new one is hereby entered ordering that:
(1) after accounting, plaintiff Antonieta Jarantilla be given her share of
8% in the assets and profits of Manila Athletic Supply, Remotigue
Trading in Iloilo City and Remotigue Trading in Cotabato City;(2) after
accounting, defendant Federico Jarantilla, Jr. be given his share of 6%
of the assets and profits of the above-mentioned enterprises; and,
holding that(3) plaintiff Antonieta Jarantilla is a stockholder in the
following corporations to the extent stated in their Articles of
Incorporation:(a) Rural Bank of Barotac Nuevo, Inc.;(b) MAS Rubber
Products, Inc.;(c) Manila Athletic Supply, Inc.; and(d) B. Remotigue Agro-
Industrial Development Corp.(4) No costs.23
The respondents, on August 20, 2002, filed a Motion for Partial
Reconsideration but the Court of Appeals denied this in a Resolution24
dated March 21, 2003.
Antonieta Jarantilla filed before this Court her own petition for review on
certiorari25 dated September 16, 2002, assailing the Court of Appeals’
decision on "similar grounds and similar assignments of errors as this
present case"26 but it was dismissed on November 20, 2002 for failure
to file the appeal within the reglementary period of fifteen (15) days in
accordance with Section 2, Rule 45 of the Rules of Court.27
4
Petitioner filed before us this petition for review on the sole ground that:
THE HONORABLE COURT OF APPEALS SERIOUSLY ERRED IN NOT
RULING THAT PETITIONER FEDERICO JARANTILLA, JR. IS
ENTITLED TO A SIX PER CENTUM (6%) SHARE OF THE
OWNERSHIP OF THE REAL PROPERTIES ACQUIRED BY THE
OTHER DEFENDANTS USING COMMON FUNDS FROM THE
BUSINESSES WHERE HE HAD OWNED SUCH SHARE.28Petitioner
asserts that he was in a partnership with the Remotigue spouses, the
Deocampo spouses, Rosita Jarantilla, Rafael Jarantilla, Antonieta
Jarantilla and Quintin Vismanos, as evidenced by the Acknowledgement
of Participating Capital the Remotigue spouses executed in 1957. He
contends that from this partnership, several other corporations and
businesses were established and several real properties were acquired.
In this petition, he is essentially asking for his 6% share in the subject
real properties. He is relying on the Acknowledgement of Participating
Capital, on his own testimony, and Antonieta Jarantilla’s testimony to
support this contention.
The core issue is whether or not the partnership subject of the

Acknowledgement of Participating Capital funded the subject real
properties. In other words, what is the petitioner’s right over these real
properties?
It is a settled rule that in a petition for review on certiorari under Rule 45
of the Rules of Civil Procedure, only questions of law may be raised by
the parties and passed upon by this Court.29
A question of law arises when there is doubt as to what the law is on a

certain state of facts, while there is a question of fact when the doubt
arises as to the truth or falsity of the alleged facts. For a question to be
one of law, the same must not involve an examination of the probative
value of the evidence presented by the litigants or any of them. The
resolution of the issue must rest solely on what the law provides on the
given set of circumstances. Once it is clear that the issue invites a
review of the evidence presented, the question posed is one of fact.
Thus, the test of whether a question is one of law or of fact is not the
appellation given to such question by the party raising the same; rather,
it is whether the appellate court can determine the issue raised without
reviewing or evaluating the evidence, in which case, it is a question of
law; otherwise it is a question of fact.30
Since the Court of Appeals did not fully adopt the factual findings of the
RTC, this Court, in resolving the questions of law that are now in issue,
5
shall look into the facts only in so far as the two courts a quo differed in
their appreciation thereof.
The RTC found that an unregistered partnership existed since 1946
which was affirmed in the 1957 document, the "Acknowledgement of
Participating Capital." The RTC used this as its basis for giving Antonieta
Jarantilla an 8% share in the three businesses listed therein and in the
other businesses and real properties of the respondents as they had
supposedly acquired these through funds from the partnership.31
The Court of Appeals, on the other hand, agreed with the RTC as to
Antonieta’s 8% share in the business enumerated in the
Acknowledgement of Participating Capital, but not as to her share in the
other corporations and real properties. The Court of Appeals ruled that
Antonieta’s claim of 8% is based on the "Acknowledgement of
Participating Capital," a duly notarized document which was specific as
to the subject of its coverage. Hence, there was no reason to pattern her
share in the other corporations from her share in the partnership’s
businesses. The Court of Appeals also said that her claim in the
respondents’ real properties was more "precarious" as these were all
covered by certificates of title which served as the best evidence as to all
the matters contained therein.32 Since petitioner’s claim was essentially
the same as Antonieta’s, the Court of Appeals also ruled that petitioner
be given his 6% share in the same businesses listed in the
Acknowledgement of Participating Capital.
Factual findings of the trial court, when confirmed by the Court of

Appeals, are final and conclusive except in the following cases: (1) when
the inference made is manifestly mistaken, absurd or impossible; (2)
when there is a grave abuse of discretion; (3) when the finding is
grounded entirely on speculations, surmises or conjectures; (4) when the
judgment of the Court of Appeals is based on misapprehension of facts;
(5) when the findings of fact are conflicting; (6) when the Court of
Appeals, in making its findings, went beyond the issues of the case and
the same is contrary to the admissions of both appellant and appellee;
(7) when the findings of the Court of Appeals are contrary to those of the
trial court; (8) when the findings of fact are conclusions without citation of
specific evidence on which they are based; (9) when the Court of
Appeals manifestly overlooked certain relevant facts not disputed by the
parties and which, if properly considered, would justify a different
conclusion; and (10) when the findings of fact of the Court of Appeals
are premised on the absence of evidence and are contradicted by the
evidence on record.33
6
In this case, we find no error in the ruling of the Court of Appeals.
Both the petitioner and Antonieta Jarantilla characterize their relationship
with the respondents as a co-ownership, but in the same breath, assert
that a verbal partnership was formed in 1946 and was affirmed in the
1957 Acknowledgement of Participating Capital.
There is a co-ownership when an undivided thing or right belongs to

different persons.34 It is a partnership when two or more persons bind
themselves to contribute money, property, or industry to a common fund,
with the intention of dividing the profits among themselves.35 The Court,
in Pascual v. The Commissioner of Internal Revenue,36 quoted the
concurring opinion of Mr. Justice Angelo Bautista in Evangelista v. The
Collector of Internal Revenue37 to further elucidate on the distinctions
between a co-ownership and a partnership, to wit:
I wish however to make the following observation: Article 1769 of the
new Civil Code lays down the rule for determining when a transaction
should be deemed a partnership or a co-ownership. Said article
paragraphs 2 and 3, provides;
(2) Co-ownership or co-possession does not itself establish a
partnership, whether such co-owners or co-possessors do or do not
share any profits made by the use of the property;(3) The sharing of
gross returns does not of itself establish a partnership, whether or not
the persons sharing them have a joint or common right or interest in any
property from which the returns are derived;
From the above it appears that the fact that those who agree to form a
co- ownership share or do not share any profits made by the use of the
property held in common does not convert their venture into a
partnership. Or the sharing of the gross returns does not of itself
establish a partnership whether or not the persons sharing therein have
a joint or common right or interest in the property. This only means that,
aside from the circumstance of profit, the presence of other elements
constituting partnership is necessary, such as the clear intent to form a
partnership, the existence of a juridical personality different from that of
the individual partners, and the freedom to transfer or assign any interest
in the property by one with the consent of the others.
It is evident that an isolated transaction whereby two or more persons
contribute funds to buy certain real estate for profit in the absence of
other circumstances showing a contrary intention cannot be considered
a partnership.
Persons who contribute property or funds for a common enterprise and

agree to share the gross returns of that enterprise in proportion to their
contribution, but who severally retain the title to their respective
7
contribution, are not thereby rendered partners. They have no common
stock or capital, and no community of interest as principal proprietors in
the business itself which the proceeds derived.
A joint purchase of land, by two, does not constitute a co-partnership in
respect thereto; nor does an agreement to share the profits and losses
on the sale of land create a partnership; the parties are only tenants in
common.
Where plaintiff, his brother, and another agreed to become owners of a
single tract of realty, holding as tenants in common, and to divide the
profits of disposing of it, the brother and the other not being entitled to
share in plaintiff’s commission, no partnership existed as between the
three parties, whatever their relation may have been as to third parties.
In order to constitute a partnership inter sese there must be: (a) An intent
to form the same; (b) generally participating in both profits and losses;
(c) and such a community of interest, as far as third persons are
concerned as enables each party to make contract, manage the
business, and dispose of the whole property. x x x.
The common ownership of property does not itself create a partnership

between the owners, though they may use it for the purpose of making
gains; and they may, without becoming partners, agree among
themselves as to the management, and use of such property and the
application of the proceeds therefrom.38 (Citations omitted.)
Under Article 1767 of the Civil Code, there are two essential elements in
a contract of partnership: (a) an agreement to contribute money, property
or industry to a common fund; and (b) intent to divide the profits among
the contracting parties. The first element is undoubtedly present in the
case at bar, for, admittedly, all the parties in this case have agreed to,
and did, contribute money and property to a common fund. Hence, the
issue narrows down to their intent in acting as they did.39 It is not denied
that all the parties in this case have agreed to contribute capital to a
common fund to be able to later on share its profits. They have admitted
this fact, agreed to its veracity, and even submitted one common
documentary evidence to prove such partnership - the
Acknowledgement of Participating Capital.
As this case revolves around the legal effects of the Acknowledgement

of Participating Capital, it would be instructive to examine the pertinent
portions of this document:
ACKNOWLEDGEMENT OF
8
PARTICIPATING CAPITALKNOW ALL MEN BY THESE
PRESENTS:That we, the spouses Buenaventura Remotigue and
Conchita Jarantilla de Remotigue, both of legal age, Filipinos and
residents of Loyola Heights, Quezon City, P.I. hereby state:That the
Manila Athletic Supply at 712 Raon, Manila, the Remotigue Trading of
Calle Real, Iloilo City and the Remotigue Trading, Cotabato Branch,
Cotabato, P.I., all dealing in athletic goods and equipments, and general
merchandise are recorded in their respective books with Buenaventura
Remotigue as the registered owner and are being operated by them as
such:That they are not the only owners of the capital of the three
establishments and their participation in the capital of the three
establishments together with the other co-owners as of the year 1952
are stated as follows:1. Buenaventura Remotigue (TWENTY-FIVE
THOUSAND)₱25,000.002. Conchita Jarantilla de Remotigue (TWENTY-
FIVE THOUSAND)… 25,000.003. Vicencio Deocampo (FIFTEEN
THOUSAND)…… 15,000.004. Rosita J. Deocampo (FIFTEEN
THOUSAND)….... 15,000.005. Antonieta Jarantilla (EIGHT THOUSAND)
……….. 8,000.006. Rafael Jarantilla (SIX THOUSAND)…………….. ...
6,000.007. Federico Jarantilla, Jr. (FIVE THOUSAND)………..
5,000.008. Quintin Vismanos (TWO THOUSAND)…………...
2,000.00That aside from the persons mentioned in the next preceding
paragraph, no other person has any interest in the above-mentioned
three establishments.IN WITNESS WHEREOF, they sign this instrument
in the City of Manila, P.I., this 29th day of April, 1957.[Sgd.]
BUENAVENTURA REMOTIGUE[Sgd.]
CONCHITA JARANTILLA DE REMOTIGUE40The Acknowledgement of
Participating Capital is a duly notarized document voluntarily executed
by Conchita Jarantilla-Remotigue and Buenaventura Remotigue in 1957.
Petitioner does not dispute its contents and is actually relying on it to
prove his participation in the partnership. Article 1797 of the Civil Code
provides:
Art. 1797. The losses and profits shall be distributed in conformity with
the agreement. If only the share of each partner in the profits has been
agreed upon, the share of each in the losses shall be in the same
proportion.
In the absence of stipulation, the share of each partner in the profits and
losses shall be in proportion to what he may have contributed, but the
industrial partner shall not be liable for the losses. As for the profits, the
industrial partner shall receive such share as may be just and equitable
under the circumstances. If besides his services he has contributed
capital, he shall also receive a share in the profits in proportion to his
capital. (Emphases supplied.)
9
It is clear from the foregoing that a partner is entitled only to his share as
agreed upon, or in the absence of any such stipulations, then to his
share in proportion to his contribution to the partnership. The petitioner
himself claims his share to be 6%, as stated in the Acknowledgement of
Participating Capital. However, petitioner fails to realize that this
document specifically enumerated the businesses covered by the
partnership: Manila Athletic Supply, Remotigue Trading in Iloilo City and
Remotigue Trading in Cotabato City. Since there was a clear agreement
that the capital the partners contributed went to the three businesses,
then there is no reason to deviate from such agreement and go beyond
the stipulations in the document. Therefore, the Court of Appeals did not
err in limiting petitioner’s share to the assets of the businesses
enumerated in the Acknowledgement of Participating Capital.
In Villareal v. Ramirez,41 the Court held that since a partnership is a

separate juridical entity, the shares to be paid out to the partners is
necessarily limited only to its total resources, to wit:
Since it is the partnership, as a separate and distinct entity, that must
refund the shares of the partners, the amount to be refunded is
necessarily limited to its total resources. In other words, it can only pay
out what it has in its coffers, which consists of all its assets. However,
before the partners can be paid their shares, the creditors of the
partnership must first be compensated. After all the creditors have been
paid, whatever is left of the partnership assets becomes available for the
payment of the partners’ shares.42
There is no evidence that the subject real properties were assets of the
partnership referred to in the Acknowledgement of Participating Capital.
The petitioner further asserts that he is entitled to respondents’

properties based on the concept of trust. He claims that since the
subject real properties were purchased using funds of the partnership,
wherein he has a 6% share, then "law and equity mandates that he
should be considered as a co-owner of those properties in such
proportion."43 In Pigao v. Rabanillo,44 this Court explained the concept
of trusts, to wit:
Express trusts are created by the intention of the trustor or of the parties,
while implied trusts come into being by operation of law, either through
implication of an intention to create a trust as a matter of law or through
the imposition of the trust irrespective of, and even contrary to, any such
intention. In turn, implied trusts are either resulting or constructive trusts.
Resulting trusts are based on the equitable doctrine that valuable
consideration and not legal title determines the equitable title or interest
10
and are presumed always to have been contemplated by the parties.
They arise from the nature or circumstances of the consideration
involved in a transaction whereby one person thereby becomes invested
with legal title but is obligated in equity to hold his legal title for the
benefit of another.45
On proving the existence of a trust, this Court held that:

Respondent has presented only bare assertions that a trust was created.
Noting the need to prove the existence of a trust, this Court has held
thus:
"As a rule, the burden of proving the existence of a trust is on the party
asserting its existence, and such proof must be clear and satisfactorily
show the existence of the trust and its elements. While implied trusts
may be proved by oral evidence, the evidence must be trustworthy and
received by the courts with extreme caution, and should not be made to
rest on loose, equivocal or indefinite declarations. Trustworthy evidence
is required because oral evidence can easily be fabricated." 46
The petitioner has failed to prove that there exists a trust over the
subject real properties. Aside from his bare allegations, he has failed to
show that the respondents used the partnership’s money to purchase
the said properties. Even assuming arguendo that some partnership
income was used to acquire these properties, the petitioner should have
successfully shown that these funds came from his share in the
partnership profits. After all, by his own admission, and as stated in the
Acknowledgement of Participating Capital, he owned a mere 6% equity
in the partnership.
In essence, the petitioner is claiming his 6% share in the subject real

properties, by relying on his own self-serving testimony and the equally
biased testimony of Antonieta Jarantilla. Petitioner has not presented
evidence, other than these unsubstantiated testimonies, to prove that
the respondents did not have the means to fund their other businesses
and real properties without the partnership’s income. On the other hand,
the respondents have not only, by testimonial evidence, proven their
case against the petitioner, but have also presented sufficient
documentary evidence to substantiate their claims, allegations and
defenses. They presented preponderant proof on how they acquired and
funded such properties in addition to tax receipts and tax declarations.47
It has been held that "while tax declarations and realty tax receipts do
not conclusively prove ownership, they may constitute strong evidence
of ownership when accompanied by possession for a period sufficient for
prescription."48 Moreover, it is a rule in this jurisdiction that testimonial
11
evidence cannot prevail over documentary evidence.49 This Court had
on several occasions, expressed our disapproval on using mere self-
serving testimonies to support one’s claim. In Ocampo v. Ocampo,50 a
case on partition of a co-ownership, we held that:
Petitioners assert that their claim of co-ownership of the property was

sufficiently proved by their witnesses -- Luisa Ocampo-Llorin and Melita
Ocampo. We disagree. Their testimonies cannot prevail over the array of
documents presented by Belen. A claim of ownership cannot be based
simply on the testimonies of witnesses; much less on those of interested
parties, self-serving as they are.51
It is true that a certificate of title is merely an evidence of ownership or

title over the particular property described therein. Registration in the
Torrens system does not create or vest title as registration is not a mode
of acquiring ownership; hence, this cannot deprive an aggrieved party of
a remedy in law.52 However, petitioner asserts ownership over portions
of the subject real properties on the strength of his own admissions and
on the testimony of Antonieta Jarantilla.1avvphi1 As held by this Court
in Republic of the Philippines v. Orfinada, Sr.53:
Indeed, a Torrens title is generally conclusive evidence of ownership of
the land referred to therein, and a strong presumption exists that a
Torrens title was regularly issued and valid. A Torrens title is
incontrovertible against any informacion possessoria, of other title
existing prior to the issuance thereof not annotated on the Torrens title.
Moreover, persons dealing with property covered by a Torrens certificate
of title are not required to go beyond what appears on its face.54
As we have settled that this action never really was for partition of a co-
ownership, to permit petitioner’s claim on these properties is to allow a
collateral, indirect attack on respondents’ admitted titles. In the words of
the Court of Appeals, "such evidence cannot overpower the
conclusiveness of these certificates of title, more so since plaintiff’s
[petitioner’s] claims amount to a collateral attack, which is prohibited
under Section 48 of Presidential Decree No. 1529, the Property
Registration Decree."55
SEC. 48. Certificate not subject to collateral attack. – A certificate of title

shall not be subject to collateral attack. It cannot be altered, modified, or
cancelled except in a direct proceeding in accordance with law.
This Court has deemed an action or proceeding to be "an attack on a
title when its objective is to nullify the title, thereby challenging the
12
judgment pursuant to which the title was decreed."56 In Aguilar v. Alfaro,
57 this Court further distinguished between a direct and an indirect or
collateral attack, as follows:
A collateral attack transpires when, in another action to obtain a different

relief and as an incident to the present action, an attack is made against
the judgment granting the title. This manner of attack is to be
distinguished from a direct attack against a judgment granting the title,
through an action whose main objective is to annul, set aside, or enjoin
the enforcement of such judgment if not yet implemented, or to seek
recovery if the property titled under the judgment had been disposed of.
x x x.
P e t i t i o n e r ’s o n l y p i e c e o f d o c u m e n t a r y e v i d e n c e i s t h e
Acknowledgement of Participating Capital, which as discussed above,
failed to prove that the real properties he is claiming co-ownership of
were acquired out of the proceeds of the businesses covered by such
document. Therefore, petitioner’s theory has no factual or legal leg to
stand on.
WHEREFORE, the Petition is hereby DENIED and the Decision of the
Court of Appeals in CA-G.R. CV No. 40887, dated July 30, 2002 is
AFFIRMED.
SO ORDERED.
TERESITA J. LEONARDO-DE CASTRO
Associate Justice
*****G.R. No. 183374 June 29, 2010

MARSMAN DRYSDALE LAND, INC., Petitioner,
vs.
PHILIPPINE GEOANALYTICS, INC. AND GOTESCO PROPERTIES,
INC., Respondents.
x - - - - - - - - - - - - - - - - - - - - - - -x
G.R. No. 183376
GOTESCO PROPERTIES, INC., Petitioner,
vs.
MARSMAN DRYSDALE LAND, INC. AND PHILIPPINE
GEOANALYTICS, INC., Respondents.
DECISION
CARPIO MORALES, J.:
On February 12, 1997, Marsman Drysdale Land, Inc. (Marsman
Drysdale) and Gotesco Properties, Inc. (Gotesco) entered into a Joint
13
Venture Agreement (JVA) for the construction and development of an
office building on a land owned by Marsman Drysdale in Makati City.1
The JVA contained the following pertinent provisions:
SECTION 4. CAPITAL OF THE JV
It is the desire of the Parties herein to implement this Agreement by
investing in the PROJECT on a FIFTY (50%) PERCENT- FIFTY (50%)
PERCENT basis.
4.1. Contribution of [Marsman Drysdale]-[Marsman Drysdale] shall
contribute the Property.The total appraised value of the Property is
PESOS: FOUR HUNDRED TWENTY MILLION (P420,000,000.00).For
this purpose, [Marsman Drysdale] shall deliver the Property in a
buildable condition within ninety (90) days from signing of this
Agreement barring any unforeseen circumstances over which [Marsman
Drysdale] has no control. Buildable condition shall mean that the old
building/structure which stands on the Property is demolished and taken
to ground level.4.2. Contribution of [Gotesco]- [Gotesco] shall contribute
the amount of PESOS: FOUR HUNDRED TWENTY MILLION
(P420,000,000.00) in cash which shall be payable as follows:4.2.1. The
amount of PESOS: FIFTY MILLION (P50,000,000.00) upon signing of
this Agreement.4.2.2. The balance of PESOS: THREE HUNDRED
SEVENTY MILLION (P370,000,000.00) shall be paid based on progress
billings, relative to the development and construction of the Building, but
shall in no case exceed ten (10) months from delivery of the Property in
a Buildable condition as defined in section 4.1.A joint account shall be
opened and maintained by both Parties for handling of said balance,
among other Project concerns.4.3. Funding and Financing4.3.1
Construction funding for the Project shall be obtained from the cash
contribution of [Gotesco].4.3.2 Subsequent funding shall be obtained
from the pre-selling of units in the Building or, when necessary, from
loans from various banks or financial institutions. [Gotesco] shall arrange
the required funding from such banks or financial institutions, under such
terms and conditions which will provide financing rates favorable to the
Parties.4.3.3 [Marsman Drysdale] shall not be obligated to fund the
Project as its contribution is limited to the Property.4.3.4 If the cost of the
Project exceeds the cash contribution of [Gotesco], the proceeds
obtained from the pre-selling of units and proceeds from loans, the
Parties shall agree on other sources and terms of funding such excess
as soon as practicable.4.3.5 x x x x.4.3.6 x x x x.4.3.7 x x x x.4.3.8 All
funds advanced by a Party (or by third parties in substitution for
advances from a Party) shall be repaid by the JV.4.3.9 If any Party
agrees to make an advance to the Project but fails to do so (in whole or
in part) the other party may advance the shortfall and the Party in default
shall indemnify the Party making the substitute advance on demand for
14
all of its losses, costs and expenses incurred in so doing. (emphasis
supplied; underscoring in the original)Via Technical Services Contract
(TSC) dated July 14, 1997,2 the joint venture engaged the services of
Philippine Geoanalytics, Inc. (PGI) to provide subsurface soil
exploration, laboratory testing, seismic study and geotechnical
engineering for the project. PGI, was, however, able to drill only four of
five boreholes needed to conduct its subsurface soil exploration and
laboratory testing, justifying its failure to drill the remaining borehole to
the failure on the part of the joint venture partners to clear the area
where the drilling was to be made.3 PGI was able to complete its seismic
study though.
PGI then billed the joint venture on November 24, 1997 for ₱284,553.50
representing the cost of partial subsurface soil exploration; and on
January 15, 1998 for ₱250,800 representing the cost of the completed
seismic study.4
Despite repeated demands from PGI,5 the joint venture failed to pay its
obligations.
Meanwhile, due to unfavorable economic conditions at the time, the joint
venture was cut short and the planned building project was eventually
shelved.6
PGI subsequently filed on November 11, 1999 a complaint for collection
of sum of money and damages at the Regional Trial Court (RTC) of
Quezon City against Marsman Drysdale and Gotesco.
In its Answer with Counterclaim and Cross-claim, Marsman Drysdale
passed the responsibility of paying PGI to Gotesco which, under the
JVA, was solely liable for the monetary expenses of the project.7
Gotesco, on the other hand, countered that PGI has no cause of action
against it as PGI had yet to complete the services enumerated in the
contract; and that Marsman Drysdale failed to clear the property of
debris which prevented PGI from completing its work.8
By Decision of June 2, 2004,9 Branch 226 of the Quezon City RTC

rendered judgment in favor of PGI, disposing as follows:
WHEREFORE, in view of all the foregoing, judgment is hereby rendered
in favor of plaintiff [PGI].
The defendants [Gotesco] and [Marsman Drysdale] are ordered to pay
plaintiff, jointly:
(1) the sum of P535,353.50 with legal interest from the date of this
decision until fully paid;(2) the sum of P200,000.00 as exemplary
damages;(3) the sum of P200,000.00 as and for attorney’s fees; and(4)
costs of suit.
15
The cross-claim of defendant [Marsman Drysdale] against defendant
[Gotesco] is hereby GRANTED as follows:
a) Defendant [Gotesco] is ordered to reimburse co-defendant [Marsman
Drysdale] in the amount of P535,353.[50] in accordance with the [JVA].b)
Defendant [Gotesco] is further ordered to pay co-defendant [Marsman
Drysdale] the sum of P100,000.00 as and for attorney’s fees.
SO ORDERED. (underscoring in the original; emphasis supplied)
Marsman Drysdale moved for partial reconsideration, contending that it
should not have been held jointly liable with Gotesco on PGI’s claim as
well as on the awards of exemplary damages and attorney’s fees. The
motion was, by Resolution of October 28, 2005, denied.
Both Marsman Drysdale and Gotesco appealed to the Court of Appeals

which, by Decision of January 28, 2008,10affirmed with modification the
decision of the trial court. Thus the appellate court disposed:
WHEREFORE, premises considered, the instant appeal is PARTLY
GRANTED. The assailed Decision dated June 2, 2004 and the
Resolution dated October 28, 2005 of the RTC of Quezon City, Branch
226, in Civil Case No. Q99-39248 are hereby AFFIRMED with
MODIFICATION deleting the award of exemplary damages in favor of
[PGI] and the P100,000.00 attorney’s fees in favor of [Marsman
Drysdale] and ordering defendant-appellant [Gotesco] to REIMBURSE
[Marsman Drysdale] 50% of the aggregate sum due [PGI], instead of the
lump sum P535,353.00 awarded by the RTC. The rest of the Decision
stands.
SO ORDERED. (capitalization and emphasis in the original;

underscoring supplied)
In partly affirming the trial court’s decision, the appellate court
ratiocinated that notwithstanding the terms of the JVA, the joint venture
cannot avoid payment of PGI’s claim since "[the JVA] could not affect
third persons like [PGI] because of the basic civil law principle of
relativity of contracts which provides that contracts can only bind the
parties who entered into it, and it cannot favor or prejudice a third
person, even if he is aware of such contract and has acted with
knowledge thereof."11
Their motions for partial reconsideration having been denied,12

Marsman Drysdale and Gotesco filed separate petitions for review with
the Court which were docketed as G.R. Nos. 183374 and 183376,
respectively. By Resolution of September 8, 2008, the Court
consolidated the petitions.
16
In G.R. No. 183374, Marsman Drysdale imputes error on the appellate
court in
A. …ADJUDGING [MARSMAN DRYSDALE] WITH JOINT LIABILITY
AFTER CONCEDING THAT [GOTESCO] SHOULD ULTIMATELY BE
SOLELY LIABLE TO [PGI].B. …AWARDING ATTORNEY’S FEES IN
FAVOR OF [PGI]…C. …IGNORING THE FACT THAT [PGI] DID NOT
COMPLY WITH THE REQUIREMENT OF "SATISFACTORY
PERFORMANCE" OF ITS PRESTATION WHICH, PURSUANT TO THE
TECHNICAL SERVICES CONTRACT, IS THE CONDITION SINE QUA
NON TO COMPENSATION.D. …DISREGARDING CLEAR EVIDENCE
SHOWING [MARSMAN DRYSDALE’S] ENTITLEMENT TO AN AWARD
OF ATTORNEY’S FEES.13
On the other hand, in G.R. No. 183376, Gotesco peddles that the
appellate court committed error when it
…ORDERED [GOTESCO] TO PAY P535,353.50 AS COST OF THE
WORK PERFORMED BY [PGI] AND P100,000.00 [AS] ATTORNEY’S
FEES …[AND] TO REIMBURSE [MARSMAN DRYSDALE] 50% OF
P535,353.50 AND PAY [MARSMAN DRYSDALE] P100,000.00 AS
ATTORNEY’S FEES. 14
On the issue of whether PGI was indeed entitled to the payment of

services it rendered, the Court sees no imperative to re-examine the
congruent findings of the trial and appellate courts thereon. Undoubtedly,
the exercise involves an examination of facts which is normally beyond
the ambit of the Court’s functions under a petition for review, for it is well-
settled that this Court is not a trier of facts. While this judicial tenet
admits of exceptions, such as when the findings of facts of the appellate
court are contrary to those of the trial court’s, or when the judgment is
based on a misapprehension of facts, or when the findings of facts are
contradicted by the evidence on record,15these extenuating grounds find
no application in the present petitions.
At all events, the Court is convinced that PGI had more than sufficiently
established its claims against the joint venture. In fact, Marsman
Drysdale had long recognized PGI’s contractual claims when it (PGI)
received a Certificate of Payment16 from the joint venture’s project
manager17 which was endorsed to Gotesco for processing and
payment.18
The core issue to be resolved then is which between joint venturers
Marsman Drysdale and Gotesco bears the liability to pay PGI its unpaid
claims.
To Marsman Drysdale, it is Gotesco since, under the JVA, construction
funding for the project was to be obtained from Gotesco’s cash
17
contribution, as its (Marsman Drysdale’s) participation in the venture was
limited to the land.
Gotesco maintains, however, that it has no liability to pay PGI since it

was due to the fault of Marsman Drysdale that PGI was unable to
complete its undertaking.
The Court finds Marsman Drysdale and Gotesco jointly liable to PGI.
PGI executed a technical service contract with the joint venture and was
never a party to the JVA. While the JVA clearly spelled out, inter alia, the
capital contributions of Marsman Drysdale (land) and Gotesco (cash) as
well as the funding and financing mechanism for the project, the same
cannot be used to defeat the lawful claim of PGI against the two joint
venturers-partners.
The TSC clearly listed the joint venturers Marsman Drysdale and
Gotesco as the beneficial owner of the project,19and all billing invoices
indicated the consortium therein as the client.
As the appellate court held, Articles 1207 and 1208 of the Civil Code,
which respectively read:
Art. 1207. The concurrence of two or more creditors or of two or more
debtors in one and the same obligation does not imply that each one of
the former has a right to demand, or that each one of the latter is bound
to render, entire compliance with the prestations.1avvphi1 There is a
solidary liability only when the obligation expressly so states, or when
the law or nature of the obligation requires solidarity.
Art. 1208. If from the law, or the nature or the wording of the obligations
to which the preceding article refers the contrary does not appear, the
credit or debt shall be presumed to be divided into as many equal shares
as there are creditors or debtors, the credits or debts being considered
distinct from one another, subject to the Rules of Court governing the
multiplicity of suits. (emphasis and underscoring supplied),
presume that the obligation owing to PGI is joint between Marsman
Drysdale and Gotesco.
The only time that the JVA may be made to apply in the present petitions
is when the liability of the joint venturers to each other would set in.
A joint venture being a form of partnership, it is to be governed by the

laws on partnership.20 Article 1797 of the Civil Code provides:
Art. 1797. The losses and profits shall be distributed in conformity with
the agreement. If only the share of each partner in the profits has been
18
agreed upon, the share of each in the losses shall be in the same
proportion.
In the absence of stipulation, the share of each in the profits and losses
shall be in proportion to what he may have contributed, but the industrial
partner shall not be liable for the losses. As for the profits, the industrial
partner shall receive such share as may be just and equitable under the
circumstances. If besides his services he has contributed capital, he
shall also receive a share in the profits in proportion to his capital.
(emphasis and underscoring supplied)
In the JVA, Marsman Drysdale and Gotesco agreed on a 50-50 ratio on

the proceeds of the project.21 They did not provide for the splitting of
losses, however. Applying the above-quoted provision of Article 1797
then, the same ratio applies in splitting the ₱535,353.50 obligation-loss
of the joint venture.
The appellate court’s decision must be modified, however. Marsman

Drysdale and Gotesco being jointly liable, there is no need for Gotesco
to reimburse Marsman Drysdale for "50% of the aggregate sum due" to
PGI.
Allowing Marsman Drysdale to recover from Gotesco what it paid to PGI
would not only be contrary to the law on partnership on division of losses
but would partake of a clear case of unjust enrichment at Gotesco’s
expense. The grant by the lower courts of Marsman Drysdale cross-
claim against Gotesco was thus erroneous.
Marsman Drysdale’s supplication for the award of attorney’s fees in its
favor must be denied. It cannot claim that it was compelled to litigate or
that the civil action or proceeding against it was clearly unfounded, for
the JVA provided that, in the event a party advances funds for the
project, the joint venture shall repay the advancing party. 22
Marsman Drysdale was thus not precluded from advancing funds to pay
for PGI’s contracted services to abate any legal action against the joint
venture itself. It was in fact hardline insistence on Gotesco having sole
responsibility to pay for the obligation, despite the fact that PGI’s
services redounded to the benefit of the joint venture, that spawned the
legal action against it and Gotesco.
Finally, an interest of 12% per annum on the outstanding obligation must

be imposed from the time of demand23 as the delay in payment makes
the obligation one of forbearance of money, conformably with this
Court’s ruling in Eastern Shipping Lines, Inc. v. Court of Appeals.24
19
Marsman Drysdale and Gotesco should bear legal interest on their
respective obligations.
WHEREFORE, the assailed Decision and Resolution of the Court of

Appeals are AFFIRMED with MODIFICATION in that the order for
Gotesco to reimburse Marsman Drysdale is DELETED, and interest of
12% per annum on the respective obligations of Marsman Drysdale and
Gotesco is imposed, computed from the last demand or on January 5,
1999 up to the finality of the Decision.
If the adjudged amount and the interest remain unpaid thereafter, the
interest rate shall be 12% per annum computed from the time the
judgment becomes final and executory until it is fully satisfied. The
appealed decision is, in all other respects, affirmed.
Costs against petitioners Marsman Drysdale and Gotesco.
SO ORDERED.
CONCHITA CARPIO MORALES

Associate Justice
Chairperson
*****G.R. No. 85494 May 7, 1991

CHOITHRAM JETHMAL RAMNANI AND/OR NIRMLA V. RAMNANI and
MOTI G. RAMNANI, petitioners,
vs.
COURT OF APPEALS, SPOUSES ISHWAR JETHMAL RAMNANI,
SONYA JETHMAL RAMNANI and OVERSEAS HOLDING CO., LTD.,
respondents.
G.R. No. 85496 May 7, 1991
SPOUSES ISHWAR JETHMAL RAMNANI AND SONYA JET RAMNANI,
petitioners,
vs.
THE HONORABLE COURT OF APPEALS, ORTIGAS & CO., LTD.
PARTNERSHIP, and OVERSEAS HOLDING CO., LTD., respondents.
Quasha, Asperilla Ancheta, Peña and Nolasco for petitioners Ishwar
Jethmal Ramnani & Sonya Ramnani.
Salonga, Andres, Hernandez & Allado for Choithram Jethmal Ramnani,
Nirmla Ramnani & Moti Ramnani.
Rama Law Office for private respondents in collaboration with Salonga,
Andres, Hernandez & Allado.
Eulogio R. Rodriguez for Ortigas & Co., Ltd.
20
GANCAYCO, J.:
This case involves the bitter quarrel of two brothers over two (2) parcels
of land and its improvements now worth a fortune. The bone of
contention is the apparently conflicting factual findings of the trial court
and the appellate court, the resolution of which will materially affect the
result of the contest.
The following facts are not disputed.
Ishwar, Choithram and Navalrai, all surnamed Jethmal Ramnani, are

brothers of the full blood. Ishwar and his spouse Sonya had their main
business based in New York. Realizing the difficulty of managing their
investments in the Philippines they executed a general power of attorney
on January 24, 1966 appointing Navalrai and Choithram as attorneys-in-
fact, empowering them to manage and conduct their business concern in
the Philippines.1
On February 1, 1966 and on May 16, 1966, Choithram, in his capacity

as aforesaid attorney-in-fact of Ishwar, entered into two agreements for
the purchase of two parcels of land located in Barrio Ugong, Pasig,
Rizal, from Ortigas & Company, Ltd. Partnership (Ortigas for short) with
a total area of approximately 10,048 square meters.2Per agreement,
Choithram paid the down payment and installments on the lot with his
personal checks. A building was constructed thereon by Choithram in
1966 and this was occupied and rented by Jethmal Industries and a
wardrobe shop called Eppie's Creation. Three other buildings were built
thereon by Choithram through a loan of P100,000.00 obtained from the
Merchants Bank as well as the income derived from the first building.
The buildings were leased out by Choithram as attorney-in-fact of
Ishwar. Two of these buildings were later burned.
Sometime in 1970 Ishwar asked Choithram to account for the income

and expenses relative to these properties during the period 1967 to
1970. Choithram failed and refused to render such accounting. As a
consequence, on February 4, 1971, Ishwar revoked the general power
of attorney. Choithram and Ortigas were duly notified of such revocation
on April 1, 1971 and May 24, 1971, respectively.3 Said notice was also
registered with the Securities and Exchange Commission on March 29,
19714 and was published in the April 2, 1971 issue of The Manila Times
for the information of the general public.5
Nevertheless, Choithram as such attorney-in-fact of Ishwar, transferred

all rights and interests of Ishwar and Sonya in favor of his daughter-in-
law, Nirmla Ramnani, on February 19, 1973. Her husband is Moti, son of
21
Choithram. Upon complete payment of the lots, Ortigas executed the
corresponding deeds of sale in favor of Nirmla.6 Transfer Certificates of
Title Nos. 403150 and 403152 of the Register of Deeds of Rizal were
issued in her favor.
Thus, on October 6, 1982, Ishwar and Sonya (spouses Ishwar for short)
filed a complaint in the Court of First Instance of Rizal against Choithram
and/or spouses Nirmla and Moti (Choithram et al. for brevity) and
Ortigas for reconveyance of said properties or payment of its value and
damages. An amended complaint for damages was thereafter filed by
said spouses.
After the issues were joined and the trial on the merits, a decision was
rendered by the trial court on December 3, 1985 dismissing the
complaint and counterclaim. A motion for reconsideration thereof filed by
spouses Ishwar was denied on March 3, 1986.
An appeal therefrom was interposed by spouses Ishwar to the Court of

Appeals wherein in due course a decision was promulgated on March
14, 1988, the dispositive part of which reads as follows:
WHEREFORE, judgment is hereby rendered reversing and setting aside
the appealed decision of the lower court dated December 3, 1985 and
the Order dated March 3, 1986 which denied plaintiffs-appellants' Motion
for Reconsideration from aforesaid decision. A new decision is hereby
rendered sentencing defendants- appellees Choithram Jethmal
Ramnani, Nirmla V. Ramnani, Moti C. Ramnani, and Ortigas and
Company Limited Partnership to pay, jointly and severally, plaintiffs-
appellants the following:1. Actual or compensatory damages to the
extent of the fair market value of the properties in question and all
improvements thereon covered by Transfer Certificate of Title No.
403150 and Transfer Certificate of Title No. 403152 of the Registry of
Deeds of Rizal, prevailing at the time of the satisfaction of the judgment
but in no case shall such damages be less than the value of said
properties as appraised by Asian Appraisal, Inc. in its Appraisal Report
dated August 1985 (Exhibits T to T-14, inclusive).2. All rental incomes
paid or ought to be paid for the use and occupancy of the properties in
question and all improvements thereon consisting of buildings, and to be
computed as follows:a) On Building C occupied by Eppie's Creation and
Jethmal Industries from 1967 to 1973, inclusive, based on the 1967 to
1973 monthly rentals paid by Eppie's Creation;b) Also on Building C
above, occupied by Jethmal Industries and Lavine from 1974 to 1978,
the rental incomes based on then rates prevailing as shown under
Exhibit "P"; and from 1979 to 1981, based on then prevailing rates as
indicated under Exhibit "Q";c) On Building A occupied by Transworld
22
Knitting Mills from 1972 to 1978, the rental incomes based upon then
prevailing rates shown under Exhibit "P", and from 1979 to 1981, based
on prevailing rates per Exhibit "Q";d) On the two Bays Buildings
occupied by Sigma-Mariwasa from 1972 to 1978, the rentals based on
the Lease Contract, Exhibit "P", and from 1979 to 1980, the rentals
based on the Lease Contract, Exhibit "Q",and thereafter commencing
1982, to account for and turn over the rental incomes paid or ought to be
paid for the use and occupancy of the properties and all improvements
totalling 10,048 sq. m based on the rate per square meter prevailing in
1981 as indicated annually cumulative up to 1984. Then, commencing
1985 and up to the satisfaction of the judgment, rentals shall be
computed at ten percent (10%) annually of the fair market values of the
properties as appraised by the Asian Appraisal, Inc. in August 1985
(Exhibits T to T-14, inclusive.)3. Moral damages in the sum of
P200,000.00;4. Exemplary damages in the sum of P100,000.00;5.
Attorney's fees equivalent to 10% of the award herein made;6. Legal
interest on the total amount awarded computed from first demand in
1967 and until the full amount is paid and satisfied; and7. The cost of
suit.7
Acting on a motion for reconsideration filed by Choithram, et al. and
Ortigas, the appellate court promulgated an amended decision on
October 17, 1988 granting the motion for reconsideration of Ortigas by
affirming the dismissal of the case by the lower court as against Ortigas
but denying the motion for reconsideration of Choithram, et al.8
Choithram, et al. thereafter filed a petition for review of said judgment of
the appellate court alleging the following grounds:
1. The Court of Appeals gravely abused its discretion in making a
factual finding not supported by and contrary, to the evidence presented
at the Trial Court.2. The Court of Appeals acted in excess of
jurisdiction in awarding damages based on the value of the real
properties in question where the cause of action of private respondents
is recovery of a sum of money.ARGUMENTSITHE COURT OF
APPEALS ACTED IN GRAVE ABUSE OF ITS DISCRETION IN MAKING
A FACTUAL FINDING THAT PRIVATE RESPONDENT ISHWAR
REMITTED THE AMOUNT OF US $150,000.00 TO PETITIONER
CHOITHRAM IN THE ABSENCE OF PROOF OF SUCH
REMITTANCE.IITHE COURT OF APPEALS ACTED WITH GRAVE
ABUSE OF DISCRETION AND MANIFEST PARTIALITY IN
DISREGARDING THE TRIAL COURTS FINDINGS BASED ON THE
D I R E C T D O C U M E N TA RY A N D T E S T I M O N I A L E V I D E N C E
PRESENTED BY CHOITHRAM IN THE TRIAL COURT ESTABLISHING
THAT THE PROPERTIES WERE PURCHASED WITH PERSONAL
FUNDS OF PETITIONER CHOITHRAM AND NOT WITH MONEY
23
ALLEGEDLY REMITTED BY RESPONDENT ISHWAR.IIITHE COURT
OF APPEALS ACTED IN EXCESS OF JURISDICTION IN AWARDING
DAMAGES BASED ON THE VALUE OF THE PROPERTIES AND THE
FRUITS OF THE IMPROVEMENTS THEREON.9
Similarly, spouses Ishwar filed a petition for review of said amended
decision of the appellate court exculpating Ortigas of liability based on
the following assigned errors
ITHE RESPONDENT HONORABLE COURT OF APPEALS
COMMITTED GRAVE ERROR AND HAS DECIDED A QUESTION OF
SUBSTANCE NOT IN ACCORD WITH LAW AND/OR WITH
APPLICABLE DECISIONS OF THIS HONORABLE COURT—A) IN
PROMULGATING THE QUESTIONED AMENDED DECISION (ANNEX
"A") RELIEVING RESPONDENT ORTIGAS FROM LIABILITY AND
DISMISSING PETITIONERS' AMENDED COMPLAINT IN CIVIL CASE
NO. 534-P, AS AGAINST SAID RESPONDENT ORTIGAS;B) IN
HOLDING IN SAID AMENDED DECISION THAT AT ANY RATE NO
ONE EVER TESTIFIED THAT ORTIGAS WAS A SUBSCRIBER TO THE
MANILA TIMES PUBLICATION OR THAT ANY OF ITS OFFICERS
READ THE NOTICE AS PUBLISHED IN THE MANILA TIMES,
THEREBY ERRONEOUSLY CONCLUDING THAT FOR RESPONDENT
ORTIGAS TO BE CONSTRUCTIVELY BOUND BY THE PUBLISHED
NOTICE OF REVOCATION, ORTIGAS AND/OR ANY OF ITS
OFFICERS MUST BE A SUBSCRIBER AND/OR THAT ANY OF ITS
OFFICERS SHOULD READ THE NOTICE AS ACTUALLY
PUBLISHED;C) IN HOLDING IN SAID AMENDED DECISION THAT
ORTIGAS COULD NOT BE HELD LIABLE JOINTLY AND SEVERALLY
WITH THE DEFENDANTS-APPELLEES CHOITHRAM, MOTI AND
NIRMLA RAMNANI, AS ORTIGAS RELIED ON THE WORD OF
CHOITHRAM THAT ALL ALONG HE WAS ACTING FOR AND IN
BEHALF OF HIS BROTHER ISHWAR WHEN IT TRANSFERRED THE
RIGHTS OF THE LATTER TO NIRMLA V. RAMNANI;D) IN IGNORING
THE EVIDENCE DULY PRESENTED AND ADMITTED DURING THE
TRIAL THAT ORTIGAS WAS PROPERLY NOTIFIED OF THE NOTICE
OF REVOCATION OF THE GENERAL POWER OF ATTORNEY GIVEN
TO CHOITHRAM, EVIDENCED BY THE PUBLICATION IN THE
MANILA TIMES ISSUE OF APRIL 2, 1971 (EXH. F) WHICH
CONSTITUTES NOTICE TO THE WHOLE WORLD; THE RECEIPT OF
THE NOTICE OF SUCH REVOCATION WHICH WAS SENT TO
ORTIGAS ON MAY 22, 1971 BY ATTY. MARIANO P. MARCOS AND
RECEIVED BY ORTIGAS ON MAY 24, 1971 (EXH. G) AND THE FILING
OF THE NOTICE WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MARCH 29,1971 (EXH. H);E) IN DISCARDING
ITS FINDINGS CONTAINED IN ITS DECISION OF 14 MARCH 1988
24
(ANNEX B) THAT ORTIGAS WAS DULY NOTIFIED OF THE
REVOCATION OF THE POWER OF ATTORNEY OF CHOITHRAM,
HENCE ORTIGAS ACTED IN BAD FAITH IN EXECUTING THE DEED
OF SALE TO THE PROPERTIES IN QUESTION IN FAVOR OF NIRMLA
V. RAMNANI;F) IN SUSTAINING RESPONDENT ORTIGAS VACUOUS
REHASHED ARGUMENTS IN ITS MOTION FOR RECONSIDERATION
THAT IT WOULD NOT GAIN ONE CENTAVO MORE FROM
CHOITHRAM FOR THE SALE OF SAID LOTS AND THE
SUBSEQUENT TRANSFER OF THE SAME TO THE MATTER'S
DAUGHTER-IN-LAW, AND THAT IT WAS IN GOOD FAITH WHEN IT
TRANSFERRED ISHWAR'S RIGHTS TO THE LOTS IN
QUESTION.IITHE RESPONDENT HONORABLE COURT OF APPEALS
HAS SO FAR DEPARTED FROM THE ACCEPTED AND USUAL
COURSE OF JUDICIAL PROCEEDING WHEN IT HELD IN THE
QUESTIONED AMENDED DECISION OF 17 NOVEMBER 1988
(ANNEX A) THAT RESPONDENT ORTIGAS & CO., LTD., IS NOT
JOINTLY AND SEVERALLY LIABLE WITH DEFENDANTS-APPELLEES
CHOITHRAM, MOTI AND NIRMLA RAMNANI IN SPITE OF ITS
ORIGINAL DECISION OF 14 MARCH 1988 THAT ORTIGAS WAS
DULY NOTIFIED OF THE REVOCATION OF THE POWER OF
ATTORNEY OF CHOITHRAM RAMNANI.10
The center of controversy is the testimony of Ishwar that during the latter
part of 1965, he sent the amount of US $150,000.00 to Choithram in two
bank drafts of US$65,000.00 and US$85,000.00 for the purpose of
investing the same in real estate in the Philippines. The trial court
considered this lone testimony unworthy of faith and credit. On the other
hand, the appellate court found that the trial court misapprehended the
facts in complete disregard of the evidence, documentary and
testimonial.
Another crucial issue is the claim of Choithram that because he was
then a British citizen, as a temporary arrangement, he arranged the
purchase of the properties in the name of Ishwar who was an American
citizen and who was then qualified to purchase property in the
Philippines under the then Parity Amendment. The trial court believed
this account but it was debunked by the appellate court.
As to the issue of whether of not spouses Ishwar actually sent
US$150,000.00 to Choithram precisely to be used in the real estate
business, the trial court made the following disquisition —
After a careful, considered and conscientious examination of the
evidence adduced in the case at bar, plaintiff Ishwar Jethmal
Ramanani's main evidence, which centers on the alleged payment by
sending through registered mail from New York two (2) US$ drafts of
$85,000.00 and $65,000.00 in the latter part of 1965 (TSN 28 Feb. 1984,
25
p. 10-11). The sending of these moneys were before the execution of
that General Power of Attorney, which was dated in New York, on
January 24, 1966. Because of these alleged remittances of US
$150,000.00 and the subsequent acquisition of the properties in
question, plaintiffs averred that they constituted a trust in favor of
defendant Choithram Jethmal Ramnani. This Court can be in full
agreement if the plaintiffs were only able to prove preponderantly these
remittances. The entire record of this case is bereft of even a shred of
proof to that effect. It is completely barren. His uncorroborated testimony
that he remitted these amounts in the "later part of 1965" does not
engender enough faith and credence. Inadequacy of details of such
remittance on the two (2) US dollar drafts in such big amounts is
completely not positive, credible, probable and entirely not in accord with
human experience. This is a classic situation, plaintiffs not exhibiting any
commercial document or any document and/or paper as regard to these
alleged remittances. Plaintiff Ishwar Ramnani is not an ordinary
businessman in the strict sense of the word. Remember his main
business is based in New York, and he should know better how to send
these alleged remittances. Worst, plaintiffs did not present even a scum
of proof, that defendant Choithram Ramnani received the alleged two
US dollar drafts. Significantly, he does not know even the bank where
these two (2) US dollar drafts were purchased. Indeed, plaintiff Ishwar
Ramnani's lone testimony is unworthy of faith and credit and, therefore,
deserves scant consideration, and since the plaintiffs' theory is built or
based on such testimony, their cause of action collapses or falls with it.
Further, the rate of exchange that time in 1966 was P4.00 to $1.00. The
alleged two US dollar drafts amounted to $150,000.00 or about
P600,000.00. Assuming the cash price of the two (2) lots was only
P530,000.00 (ALTHOUGH he said: "Based on my knowledge I have no
evidence," when asked if he even knows the cash price of the two lots).
If he were really the true and bonafide investor and purchaser for profit
as he asserted, he could have paid the price in full in cash directly and
obtained the title in his name and not thru "Contracts To Sell" in
installments paying interest and thru an attorney-in fact (TSN of May 2,
1984, pp. 10-11) and, again, plaintiff Ishwar Ramnani told this Court that
he does not know whether or not his late father-in-law borrowed the two
US dollar drafts from the Swiss Bank or whether or not his late father-in-
law had any debit memo from the Swiss Bank (TSN of May 2, 1984, pp.
9-10).11
On the other hand, the appellate court, in giving credence to the version
of Ishwar, had this to say —
While it is true, that generally the findings of fact of the trial court are
binding upon the appellate courts, said rule admits of exceptions such as
26
when (1) the conclusion is a finding grounded entirely on speculations,
surmises and conjectures; (2) when the inferences made is manifestly
mistaken, absurd and impossible; (3) when there is grave abuse of
discretion; (4) when the judgment is based on a misapprehension of
facts and when the court, in making its findings, went beyond the issues
of the case and the same are contrary to the admissions of both
appellant and appellee (Ramos vs. Court of Appeals, 63 SCRA 33;
Philippine American Life Assurance Co. vs. Santamaria, 31 SCRA 798;
Aldaba vs. Court of Appeals, 24 SCRA 189).
The evidence on record shows that the t court acted under a
misapprehension of facts and the inferences made on the evidence
palpably a mistake.The trial court's observation that "the entire records
of the case is bereft of even a shred of proof" that plaintiff-appellants
have remitted to defendant-appellee Choithram Ramnani the amount of
US $ 150,000.00 for investment in real estate in the Philippines, is not
borne by the evidence on record and shows the trial court's
misapprehension of the facts if not a complete disregard of the evidence,
both documentary and testimonial.
Plaintiff-appellant Ishwar Jethmal Ramnani testifying in his own behalf,
declared that during the latter part of 1965, he sent the amount of US
$150,000.00 to his brother Choithram in two bank drafts of US
$65,000.00 and US $85,000.00 for the purpose of investing the same in
real estate in the Philippines. His testimony is as follows:ATTY.
MARAPAO:Mr. Witness, you said that your attorney-in-fact paid in your
behalf. Can you tell this Honorable Court where your attorney-in-fact got
the money to pay this property?ATTY. CRUZ:Wait. It is now clear it
becomes incompetent or hearsay.COURT:Witness can answer.A I
paid through my attorney-in-fact. I am the one who gave him the
money.ATTY. MARAPAO:Q You gave him the money?A That's right.Q
How much money did you give him?A US $ 150,000.00.Q How was it
given then?A Through Bank drafts. US $65,000.00 and US $85,000.00
bank drafts. The total amount which is $ 150,000.00 (TSN, 28 February
1984, p. 10; Emphasis supplied.)x x x xxx x x xATTY.
CRUZ:Q The two bank drafts which you sent I assume you bought
that from some banks in New York?A No, sir.Q But there is no question
those two bank drafts were for the purpose of paying down payment and
installment of the two parcels of land?A Down payment, installment and
to put up the building.Q I thought you said that the buildings were
constructed . . . subject to our continuing objection from rentals of first
b u i l d i n g ? A T T Y. M A R A P A O : Yo u r H o n o r , t h a t i s
misleading.COURT;Witness (may) answer.A Yes, the first building was
immediately put up after the purchase of the two parcels of land that was
in 1966 and the finds were used for the construction of the building from
27
the US $150,000.00 (TSN, 7 March 1984, page 14; Emphasis
supplied.)x x x xxx x x xQ These two bank drafts which
you mentioned and the use for it you sent them by registered mail, did
you send them from New Your?A That is right.Q And the two bank
drafts which were put in the registered mail, the registered mail was
addressed to whom?A Choithram Ramnani. (TSN, 7 March 1984, pp.
14-15).On cross-examination, the witness reiterated the remittance of
the money to his brother Choithram, which was sent to him by his father-
in-law, Rochiram L. Mulchandoni from Switzerland, a man of immense
wealth, which even defendants-appellees' witness Navalrai Ramnani
admits to be so (tsn., p. 16, S. Oct. 13, 1985). Thus, on cross-
examination, Ishwar testified as follows:Q How did you receive these two
bank drafts from the bank the name of which you cannot remember?A
I got it from my father-in-law.Q From where did your father- in-law
sent these two bank drafts?AFrom Switzerland.Q H e was in
Switzerland.A Probably, they sent out these two drafts from
Switzerland.(TSN, 7 March 1984, pp. 16-17; Emphasis supplied.)This
positive and affirmative testimony of plaintiff-appellant that he sent the
two (2) bank drafts totalling US $ 150,000.00 to his brother, is proof of
said remittance. Such positive testimony has greater probative force
than defendant-appellee's denial of receipt of said bank drafts, for a
witness who testifies affirmatively that something did happen should be
believed for it is unlikely that a witness will remember what never
happened (Underhill's Cr. Guidance, 5th Ed., Vol. 1, pp. 10-11).That is
not all. Shortly thereafter, plaintiff-appellant Ishwar Ramnani executed a
General Power of Attorney (Exhibit "A") dated January 24, 1966
appointing his brothers, defendants-appellees Navalrai and Choithram
as attorney-in-fact empowering the latter to conduct and manage
plaintiffs-appellants' business affairs in the Philippines and specifically—
No. 14. To acquire, purchase for us, real estates and improvements
for the purpose of real estate business anywhere in the Philippines and
to develop, subdivide, improve and to resell to buying public (individual,
firm or corporation); to enter in any contract of sale in oar behalf and to
enter mortgages between the vendees and the herein grantors that may
be needed to finance the real estate business being
undertaken.Pursuant thereto, on February 1, 1966 and May 16, 1966,
Choithram Jethmal Ramnani entered into Agreements (Exhibits "B' and
"C") with the other defendant. Ortigas and Company, Ltd., for the
purchase of two (2) parcels of land situated at Barrio Ugong, Pasig,
Rizal, with said defendant-appellee signing the Agreements in his
capacity as Attorney-in-fact of Ishwar Jethmal Ramnani.
Again, on January 5, 1972, almost seven (7) years after Ishwar sent the
US $ 150,000.00 in 1965, Choithram Ramnani, as attorney-in fact of
28
Ishwar entered into a Contract of Lease with Sigma-Mariwasa (Exhibit
"P") thereby re-affirming the ownership of Ishwar over the disputed
property and the trust relationship between the latter as principal and
Choithram as attorney-in-fact of Ishwar.All of these facts indicate that if
plaintiff-appellant Ishwar had not earlier sent the US $ 150,000.00 to his
brother, Choithram, there would be no purpose for him to execute a
power of attorney appointing his brothers as s attorney-in-fact in buying
real estate in the Philippines.
As against Choithram's denial that he did not receive the US
$150,000.00 remitted by Ishwar and that the Power of Attorney, as well
as the Agreements entered into with Ortigas & Co., were only temporary
arrangements, Ishwar's testimony that he did send the bank drafts to
Choithram and was received by the latter, is the more credible version
since it is natural, reasonable and probable. It is in accord with the
common experience, knowledge and observation of ordinary men
(Gardner vs. Wentors 18 Iowa 533). And in determining where the
superior weight of the evidence on the issues involved lies, the court
may consider the probability or improbability of the testimony of the
witness (Sec. 1, Rule 133, Rules of Court).
Contrary, therefore, to the trial court's sweeping observation that 'the
entire records of the case is bereft of even a shred of proof that
Choithram received the alleged bank drafts amounting to US $
150,000.00, we have not only testimonial evidence but also
documentary and circumstantial evidence proving said remittance of the
money and the fiduciary relationship between the former and Ishwar.12
The Court agrees. The environmental circumstances of this case
buttress the claim of Ishwar that he did entrust the amount of US $
150,000.00 to his brother, Choithram, which the latter invested in the real
property business subject of this litigation in his capacity as attorney-in-
fact of Ishwar.
True it is that there is no receipt whatever in the possession of Ishwar to
evidence the same, but it is not unusual among brothers and close
family members to entrust money and valuables to each other without
any formalities or receipt due to the special relationship of trust between
them.
And another proof thereof is the fact that Ishwar, out of frustration when
Choithram failed to account for the realty business despite his demands,
revoked the general power of attorney he extended to Choithram and
Navalrai. Thereafter, Choithram wrote a letter to Ishwar pleading that the
power of attorney be renewed or another authority to the same effect be
extended, which reads as follows:
June 25,1971MR. ISHWAR JETHMAL
29
NEW YORK(1) Send power of Atty. immediately, because the case has
been postponed for two weeks. The same way as it has been send
before in favor of both names. Send it immediately otherwise everything
will be lost unnecessarily, and then it will take us in litigation. Now that
we have gone ahead with a case and would like to end it immediately
otherwise squatters will take the entire land. Therefore, send it
immediately.(2) Ortigas also has sued us because we are holding the
installments, because they have refused to give a rebate of P5.00 per
meter which they have to give us as per contract. They have filed the law
suit that since we have not paid the installment they should get back the
land. The hearing of this case is in the month of July. Therefore, please
send the power immediately. In one case DADA (Elder Brother) will
represent and in another one, I shall.(3) In case if you do not want to
give power then make one letter in favor of Dada and the other one in
my favor showing that in any litigation we can represent you and your
wife, and whatever the court decide it will be acceptable by me. You can
ask any lawyer, he will be able to prepare these letters. After that you
can have these letters ratify before P.I. Consulate. It should be dated
April 15, 1971.(4) Try to send the power because it will be more useful.
Make it in any manner whatever way you have confident in it. But please
send it immediately.You have cancelled the power. Therefore, you have
lost your reputation everywhere. What can I further write you about it. I
have told everybody that due to certain reasons I have written you to do
this that is why you have done this. This way your reputation have been
kept intact. Otherwise if I want to do something about it, I can show you
that inspite of the power you have cancelled you can not do anything.
You can keep this letter because my conscience is clear. I do not have
anything in my mind.
I should not be writing you this, but because my conscience is clear do
you know that if I had predated papers what could you have done? Or
do you know that I have many paper signed by you and if had done
anything or do then what can you do about it? It is not necessary to write
further about this. It does not matter if you have cancelled the power. At
that time if I had predated and done something about it what could you
have done? You do not know me. I am not after money. I can earn
money anytime. It has been ten months since I have not received a
single penny for expenses from Dada (elder brother). Why there are no
expenses? We can not draw a single penny from knitting (factory). Well I
am not going to write you further, nor there is any need for it. This much I
am writing you because of the way you have conducted yourself. But
remember, whenever I hale the money I will not keep it myself Right now
I have not got anything at all.I am not going to write any further.
30
Keep your business clean with Naru. Otherwise he will discontinue
because he likes to keep his business very clean.13The said letter was
in Sindhi language. It was translated to English by the First Secretary of
the Embassy of Pakistan, which translation was verified correct by the
Chairman, Department of Sindhi, University of Karachi.14
From the foregoing letter what could be gleaned is that—
1. Choithram asked for the issuance of another power of attorney in
their favor so they can continue to represent Ishwar as Ortigas has sued
them for unpaid installments. It also appears therefrom that Ortigas
learned of the revocation of the power of attorney so the request to issue
another.
2. Choithram reassured Ishwar to have confidence in him as he was not
after money, and that he was not interested in Ishwar's money.
3. To demonstrate that he can be relied upon, he said that he could have
ante-dated the sales agreement of the Ortigas lots before the issuance
of the powers of attorney and acquired the same in his name, if he
wanted to, but he did not do so.
4. He said he had not received a single penny for expenses from
Dada (their elder brother Navalrai). Thus, confirming that if he was not
given money by Ishwar to buy the Ortigas lots, he could not have
consummated the sale.
5. It is important to note that in said letter Choithram never claimed
ownership of the property in question. He affirmed the fact that he
bought the same as mere agent and in behalf of Ishwar. Neither did he
mention the alleged temporary arrangement whereby Ishwar, being an
American citizen, shall appear to be the buyer of the said property, but
that after Choithram acquires Philippine citizenship, its ownership shall
be transferred to Choithram.
This brings us to this temporary arrangement theory of Choithram.
The appellate court disposed of this matter in this wise
Choithram's claim that he purchased the two parcels of land for himself
in 1966 but placed it in the name of his younger brother, Ishwar, who is
an American citizen, as a temporary arrangement,' because as a British
subject he is disqualified under the 1935 Constitution to acquire real
property in the Philippines, which is not so with respect to American
citizens in view of the Ordinance Appended to the Constitution granting
them parity rights, there is nothing in the records showing that Ishwar
ever agreed to such a temporary arrangement.During the entire period
from 1965, when the US $ 150,000. 00 was transmitted to Choithram,
and until Ishwar filed a complaint against him in 1982, or over 16 years,
Choithram never mentioned of a temporary arrangement nor can he
present any memorandum or writing evidencing such temporary
arrangement, prompting plaintiff-appellant to observe:The properties in
31
question which are located in a prime industrial site in Ugong, Pasig,
Metro Manila have a present fair market value of no less than
P22,364,000.00 (Exhibits T to T-14, inclusive), and yet for such valuable
pieces of property, Choithram who now belatedly that he purchased the
same for himself did not document in writing or in a memorandum the
alleged temporary arrangement with Ishwar' (pp. 4-41, Appellant's
Brief).Such verbal allegation of a temporary arrangement is simply
improbable and inconsistent. It has repeatedly been held that important
contracts made without evidence are highly improbable.The
improbability of such temporary arrangement is brought to fore when we
consider that Choithram has a son (Haresh Jethmal Ramnani) who is an
American citizen under whose name the properties in question could be
registered, both during the time the contracts to sell were executed and
at the time absolute title over the same was to be delivered. At the time
the Agreements were entered into with defendant Ortigas & Co. in 1966,
Haresh, was already 18 years old and consequently, Choithram could
have executed the deeds in trust for his minor son. But, he did not do
this. Three (3) years, thereafter, or in 1968 after Haresh had attained the
age of 21, Choithram should have terminated the temporary
arrangement with Ishwar, which according to him would be effective only
pending the acquisition of citizenship papers. Again, he did not do
anything.Evidence to be believed, said Vice Chancellor Van Fleet of New
Jersey, must not only proceed from the mouth of a credible witness, but
it must be credible in itself—such as the common experience and
observation of mankind can approve as probable under the
circumstances. We have no test of the truth of human testimony, except
its conformity to our knowledge, observation and experience. Whatever
is repugnant to these belongs to the miraculous and is outside of judicial
cognizance. (Daggers vs. Van Dyek 37 M.J. Eq. 130, 132).Another factor
that can be counted against the temporary arrangement excuse is that
upon the revocation on February 4, 1971 of the Power of attorney dated
January 24, 1966 in favor of Navalrai and Choithram by Ishwar,
Choithram wrote (tsn, p. 21, S. July 19, 1985) a letter dated June 25,
1971 (Exhibits R, R-1, R-2 and R-3) imploring Ishwar to execute a new
power of attorney in their favor. That if he did not want to give power,
then Ishwar could make a letter in favor of Dada and another in his favor
so that in any litigation involving the properties in question, both of them
could represent Ishwar and his wife. Choithram tried to convince Ishwar
to issue the power of attorney in whatever manner he may want. In said
letter no mention was made at all of any temporary arrangement.
On the contrary, said letter recognize(s) the existence of principal and
attorney-in-fact relationship between Ishwar and himself. Choithram
wrote: . . . do you know that if I had predated papers what could you
32
have done? Or do you know that I have many papers signed by you and
if I had done anything or do then what can you do about it?' Choithram
was saying that he could have repudiated the trust and ran away with
the properties of Ishwar by predating documents and Ishwar would be
entirely helpless. He was bitter as a result of Ishwar's revocation of the
power of attorney but no mention was made of any temporary
arrangement or a claim of ownership over the properties in question nor
was he able to present any memorandum or document to prove the
existence of such temporary arrangement.
Choithram is also estopped in pais or by deed from claiming an interest
over the properties in question adverse to that of Ishwar. Section 3(a) of
Rule 131 of the Rules of Court states that whenever a party has, by his
own declaration, act, or omission intentionally and deliberately led
another to believe a particular thing true and act upon such belief, he
cannot in any litigation arising out of such declaration, act or omission be
permitted to falsify it.' While estoppel by deed is a bar which precludes a
party to a deed and his privies from asserting as against the other and
his privies any right of title in derogation of the deed, or from denying the
truth of any material fact asserted in it (31 C.J.S. 195; 19 Am. Jur. 603).
Thus, defendants-appellees are not permitted to repudiate their
admissions and representations or to assert any right or title in
derogation of the deeds or from denying the truth of any material fact
asserted in the (1) power of attorney dated January 24, 1966 (Exhibit A);
(2) the Agreements of February 1, 1966 and May 16, 1966 (Exhibits B
and C); and (3) the Contract of Lease dated January 5, 1972 (Exhibit
P).. . . The doctrine of estoppel is based upon the grounds of public
policy, fair dealing, good faith and justice, and its purpose is to forbid one
to speak against his own act, representations, or commitments to the
injury of one to whom they were directed and who reasonably relied
thereon. The doctrine of estoppel springs from equitable principles and
the equities in the case. It is designed to aid the law in the administration
of justice where without its aid injustice might result. It has been applied
by court wherever and whenever special circumstances of a case so
demands' (Philippine National Bank vs. Court of Appeals, 94 SCRA 357,
368 [1979]).It was only after the services of counsel has been obtained
that Choithram alleged for the first time in his Answer that the General
Power of attorney (Annex A) with the Contracts to Sell (Annexes B and
C) were made only for the sole purpose of assuring defendants'
acquisition and ownership of the lots described thereon in due time
under the law; that said instruments do not reflect the true intention of
the parties (par. 2, Answer dated May 30, 1983), seventeen (17) long
years from the time he received the money transmitted to him by his
brother, Ishwar.
33
Moreover, Choithram's 'temporary arrangement,' by which he claimed
purchasing the two (2) parcels in question in 1966 and placing them in
the name of Ishwar who is an American citizen, to circumvent the
disqualification provision of aliens acquiring real properties in the
Philippines under the 1935 Philippine Constitution, as Choithram was
then a British subject, show a palpable disregard of the law of the land
and to sustain the supposed "temporary arrangement" with Ishwar would
be sanctioning the perpetration of an illegal act and culpable violation of
the Constitution.Defendants-appellees likewise violated the Anti-Dummy
Law (Commonwealth Act 108, as amended), which provides in Section 1
thereof that:In all cases in which any constitutional or legal provision
requires Philippine or any other specific citizenship as a requisite for the
exercise or enjoyment of a right, franchise or privilege, . . . any alien or
foreigner profiting thereby, shall be punished . . . by imprisonment . . .
and of a fine of not less than the value of the right, franchise or
privileges, which is enjoyed or acquired in violation of the provisions
hereof . . .Having come to court with unclean hands, Choithram must not
be permitted foist his 'temporary arrangement' scheme as a defense
before this court. Being in delicto, he does not have any right
whatsoever being shielded from his own wrong-doing, which is not so
with respect to Ishwar, who was not a party to such an arrangement.
The falsity of Choithram's defense is further aggravated by the material
inconsistencies and contradictions in his testimony. While on January 23,
1985 he testified that he purchased the land in question on his own
behalf (tsn, p. 4, S. Jan. 23, 1985), in the July 18, 1985 hearing,
forgetting probably what he stated before, Choithram testified that he
was only an attorney-in-fact of Ishwar (tsn, p. 5, S. July 18, 1985). Also
in the hearing of January 23, 1985, Choithram declared that nobody
rented the building that was constructed on the parcels of land in
question (tsn, pp. 5 and 6), only to admit in the hearing of October 30,
1985, that he was in fact renting the building for P12,000. 00 per annum
(tsn, p. 3). Again, in the hearing of July 19, 1985, Choithram testified that
he had no knowledge of the revocation of the Power of Attorney (tsn, pp.
20- 21), only to backtrack when confronted with the letter of June 25,
1971 (Exhibits R to R-3), which he admitted to be in "his own writing,"
indicating knowledge of the revocation of the Power of Attorney.
These inconsistencies are not minor but go into the entire credibility of
the testimony of Choithram and the rule is that contradictions on a very
crucial point by a witness, renders s testimony incredible People vs.
Rafallo, 80 Phil. 22). Not only this the doctrine of falsus in uno, falsus in
omnibus is fully applicable as far as the testimony of Choithram is
concerned. The cardinal rule, which has served in all ages, and has
been applied to all conditions of men, is that a witness willfully falsifying
34
the truth in one particular, when upon oath, ought never to be believed
upon the strength of his own testimony, whatever he may assert (U.S.
vs. Osgood 27 Feb. Case No. 15971-a, p. 364); Gonzales vs. Mauricio,
52 Phil, 728), for what ground of judicial relief can there be left when the
party has shown such gross insensibility to the difference between right
and wrong, between truth and falsehood? (The Santisima Trinidad, 7
Wheat, 283, 5 U.S. [L. ed.] 454).
True, that Choithram's testimony finds corroboration from the testimony
of his brother, Navalrai, but the same would not be of much help to
Choithram. Not only is Navalrai an interested and biased witness, having
admitted his close relationship with Choithram and that whenever he or
Choithram had problems, they ran to each other (tsn, pp. 17-18, S. Sept.
20, 1985), Navalrai has a pecuniary interest in the success of Choithram
in the case in question. Both he and Choithram are business partners in
Jethmal and Sons and/or Jethmal Industries, wherein he owns 60% of
the company and Choithram, 40% (p. 62, Appellant's Brief). Since the
acquisition of the properties in question in 1966, Navalrai was occupying
1,200 square meters thereof as a factory site plus the fact that his son
(Navalrais) was occupying the apartment on top of the factory with his
family rent free except the amount of P l,000.00 a month to pay for taxes
on said properties (tsn, p. 17, S. Oct. 3, 1985).
Inherent contradictions also marked Navalrai testimony. "While the latter
was very meticulous in keeping a receipt for the P 10,000.00 that he paid
Ishwar as settlement in Jethmal Industries, yet in the alleged payment of
P 100,000.00 to Ishwar, no receipt or voucher was ever issued by him
(tsn, p. 17, S. Oct. 3, 1983).15
We concur.
The foregoing findings of facts of the Court of Appeals which are
supported by the evidence is conclusive on this Court. The Court finds
that Ishwar entrusted US$150,000.00 to Choithram in 1965 for
investment in the realty business. Soon thereafter, a general power of
attorney was executed by Ishwar in favor of both Navalrai and
Choithram. If it is true that the purpose only is to enable Choithram to
purchase realty temporarily in the name of Ishwar, why the inclusion of
their elder brother Navalrai as an attorney-in-fact?
Then, acting as attorney-in-fact of Ishwar, Choithram purchased two

parcels of land located in Barrio Ugong Pasig, Rizal, from Ortigas in
1966. With the balance of the money of Ishwar, Choithram erected a
building on said lot. Subsequently, with a loan obtained from a bank and
the income of the said property, Choithram constructed three other
buildings thereon. He managed the business and collected the rentals.
Due to their relationship of confidence it was only in 1970 when Ishwar
35
demanded for an accounting from Choithram. And even as Ishwar
revoked the general power of attorney on February 4, 1971, of which
Choithram was duly notified, Choithram wrote to Ishwar on June 25,
1971 requesting that he execute a new power of attorney in their favor.
16 When Ishwar did not respond thereto, Choithram nevertheless
proceeded as such attorney-in-fact to assign all the rights and interest of
Ishwar to his daughter-in-law Nirmla in 1973 without the knowledge and
consent of Ishwar. Ortigas in turn executed the corresponding deeds of
sale in favor of Nirmla after full payment of the purchase accomplice of
the lots.
In the prefatory statement of their petition, Choithram pictured Ishwar to

be so motivated by greed and ungratefulness, who squandered the
family business in New York, who had to turn to his wife for support,
accustomed to living in ostentation and who resorted to blackmail in
filing several criminal and civil suits against them. These statements find
no support and should be stricken from the records. Indeed, they are
irrelevant to the proceeding.
Moreover, assuming Ishwar is of such a low character as Choithram

proposes to make this Court to believe, why is it that of all persons,
under his temporary arrangement theory, Choithram opted to entrust the
purchase of valuable real estate and built four buildings thereon all in the
name of Ishwar? Is it not an unconscious emergence of the truth that
this otherwise wayward brother of theirs was on the contrary able to
raise enough capital through the generosity of his father-in-law for the
purchase of the very properties in question? As the appellate court aptly
observed if truly this temporary arrangement story is the only motivation,
why Ishwar of all people? Why not the own son of Choithram, Haresh
who is also an American citizen and who was already 18 years old at the
time of purchase in 1966? The Court agrees with the observation that
this theory is an afterthought which surfaced only when Choithram,
Nirmla and Moti filed their answer.
When Ishwar asked for an accounting in 1970 and revoked the general
power of attorney in 1971, Choithram had a total change of heart. He
decided to claim the property as his. He caused the transfer of the rights
and interest of Ishwar to Nirmla. On his representation, Ortigas executed
the deeds of sale of the properties in favor of Nirmla. Choithram
obviously surmised Ishwar cannot stake a valid claim over the property
by so doing.
36
Clearly, this transfer to Nirmla is fictitious and, as admitted by Choithram,
was intended only to place the property in her name until Choithram
acquires Philippine citizenship.17 What appears certain is that it appears
to be a scheme of Choithram to place the property beyond the reach of
Ishwar should he successfully claim the same. Thus, it must be struck
down.
Worse still, on September 27, 1990 spouses Ishwar filed an urgent

motion for the issuance of a writ of preliminary attachment and to require
Choithram, et al. to submit certain documents, inviting the attention of
this Court to the following:
a) Donation by Choithram of his 2,500 shares of stock in General
Garments Corporation in favor of his children on December 29,
1989;18b) Sale on August 2, 1990 by Choithram of his 100 shares in
Biflex (Phils.), Inc., in favor of his children;19 andc) Mortgage on June
20, 1989 by Nirmla through her attorney-in-fact, Choithram, of the
properties subject of this litigation, for the amount of $3 Million in favor of
Overseas Holding, Co. Ltd., (Overseas for brevity), a corporation which
appears to be organized and existing under and by virtue of the laws of
Cayman Islands, with a capital of only $100.00 divided into 100 shares
of $1.00 each, and with address at P.O. Box 1790, Grand Cayman,
Cayman Islands.20
An opposition thereto was filed by Choithram, et al. but no documents
were produced. A manifestation and reply to the opposition was filed by
spouses Ishwar.
All these acts of Choithram, et al. appear to be fraudulent attempts to
remove these properties to the detriment of spouses Ishwar should the
latter prevail in this litigation.
On December 10, 1990 the court issued a resolution that substantially
reads as follows:
Considering the allegations of petitioners Ishwar Jethmal Ramnani and
Sonya Ramnani that respondents Choithram Jethmal Ramnani, Nirmla
Ramnani and Moti G. Ramnani have fraudulently executed a simulated
mortgage of the properties subject of this litigation dated June 20, 1989,
in favor of Overseas Holding Co., Ltd. which appears to be a corporation
organized in Cayman Islands, for the amount of $ 3,000,000.00, which is
much more than the value of the properties in litigation; that said alleged
mortgagee appears to be a "shell" corporation with a capital of only
$100.00; and that this alleged transaction appears to be intended to
defraud petitioners Ishwar and Sonya Jethmal Ramnani of any favorable
judgment that this Court may render in this case;
Wherefore the Court Resolved to issue a writ of preliminary injunction
enjoining and prohibiting said respondents Choithram Jethmal Ramnani,
37
Nirmla V. Ramnani, Moti G. Ramnani and the Overseas Holding Co.,
Ltd. from encumbering, selling or otherwise disposing of the properties
and improvements subject of this litigation until further orders of the
Court. Petitioners Ishwar and Sonya Jethmal Ramnani are hereby
required to post a bond of P 100,000.00 to answer for any damages d
respondents may suffer by way of this injunction if the Court finally
decides the said petitioners are not entitled thereto
The Overseas Holding Co., Ltd. with address at P.O. Box 1790 Grand
Cayman, Cayman Islands, is hereby IMPLEADED as a respondent in
these cases, and is hereby required to SUBMIT its comment on the
Urgent Motion for the Issuance of a Writ of Preliminary Attachment and
Motion for Production of Documents, the Manifestation and the Reply to
the Opposition filed by said petitioners, within Sixty (60) days after
service by publication on it in accordance with the provisions of Section
17, Rule 14 of the Rules of Court, at the expense of petitioners Ishwar
and Sonya Jethmal Ramnani.
Let copies of this resolution be served on the Register of Deeds of
Pasig, Rizal, and the Provincial Assessor of Pasig, Rizal, both in Metro
Manila, for its annotation on the transfer Certificates of Titles Nos.
403150 and 403152 registered in the name of respondent Nirmla V.
Ramnani, and on the tax declarations of the said properties and its
improvements subject of this litigation.21
The required injunction bond in the amount of P 100,000.00 was filed by
the spouses Ishwar which was approved by the Court. The above
resolution of the Court was published in the Manila Bulletin issue of
December 17, 1990 at the expense of said spouses.22 On December
19, 1990 the said resolution and petition for review with annexes in G.R.
Nos. 85494 and 85496 were transmitted to respondent Overseas, Grand
Cayman Islands at its address c/o Cayman Overseas Trust Co. Ltd.,
through the United Parcel Services Bill of Lading23 and it was actually
delivered to said company on January 23, 1991.24
On January 22, 1991, Choithram, et al., filed a motion to dissolve the

writ of preliminary injunction alleging that there is no basis therefor as in
the amended complaint what is sought is actual damages and not a
reconveyance of the property, that there is no reason for its issuance,
and that acts already executed cannot be enjoined. They also offered to
file a counterbond to dissolve the writ.
A comment/opposition thereto was filed by spouses Ishwar that there is

basis for the injunction as the alleged mortgage of the property is
simulated and the other donations of the shares of Choithram to his
38
children are fraudulent schemes to negate any judgment the Court may
render for petitioners.
No comment or answer was filed by Overseas despite due notice, thus it

is and must be considered to be in default and to have lost the right to
contest the representations of spouses Ishwar to declare the aforesaid
alleged mortgage nun and void.
This purported mortgage of the subject properties in litigation appears to

be fraudulent and simulated. The stated amount of $3 Million for which it
was mortgaged is much more than the value of the mortgaged
properties and its improvements. The alleged mortgagee-company
(Overseas) was organized only on June 26,1989 but the mortgage was
executed much earlier, on June 20, 1989, that is six (6) days before
Overseas was organized. Overseas is a "shelf" company worth only
$100.00.25 In the manifestation of spouses Ishwar dated April 1, 1991,
the Court was informed that this matter was brought to the attention of
the Central Bank (CB) for investigation, and that in a letter of March 20,
1991, the CB informed counsel for spouses Ishwar that said alleged
foreign loan of Choithram, et al. from Overseas has not been previously
approved/registered with the CB.26
Obviously, this is another ploy of Choithram, et al. to place these

properties beyond the reach of spouses Ishwar should they obtain a
favorable judgment in this case. The Court finds and so declares that
this alleged mortgage should be as it is hereby declared null and void.
All these contemporaneous and subsequent acts of Choithram, et al.,

betray the weakness of their cause so they had to take an steps, even
as the case was already pending in Court, to render ineffective any
judgment that may be rendered against them.
The problem is compounded in that respondent Ortigas is caught in the

web of this bitter fight. It had all the time been dealing with Choithram as
attorney-in-fact of Ishwar. However, evidence had been adduced that
notice in writing had been served not only on Choithram, but also on
Ortigas, of the revocation of Choithram's power of attorney by Ishwar's
lawyer, on May 24, 1971.27 A publication of said notice was made in the
April 2, 1971 issue of The Manila Times for the information of the general
public.28 Such notice of revocation in a newspaper of general circulation
is sufficient warning to third persons including Ortigas.29 A notice of
revocation was also registered with the Securities and Exchange
Commission on March 29, 1 971.30
39
Indeed in the letter of Choithram to Ishwar of June 25, 1971, Choithram

was pleading that Ishwar execute another power of attorney to be shown
to Ortigas who apparently learned of the revocation of Choithram's
power of attorney.31 Despite said notices, Ortigas nevertheless acceded
to the representation of Choithram, as alleged attorney-in-fact of Ishwar,
to assign the rights of petitioner Ishwar to Nirmla. While the primary
blame should be laid at the doorstep of Choithram, Ortigas is not entirely
without fault. It should have required Choithram to secure another power
of attorney from Ishwar. For recklessly believing the pretension of
Choithram that his power of attorney was still good, it must, therefore,
share in the latter's liability to Ishwar.
In the original complaint, the spouses Ishwar asked for a reconveyance
of the properties and/or payment of its present value and damages.32 In
the amended complaint they asked, among others, for actual damages
of not less than the present value of the real properties in litigation,
moral and exemplary damages, attorneys fees, costs of the suit and
further prayed for "such other reliefs as may be deemed just and
equitable in the premises .33 The amended complaint contain the
following positive allegations:
7. Defendant Choithram Ramnani, in evident bad faith and despite due
notice of the revocation of the General Power of Attorney, Annex 'D"
hereof, caused the transfer of the rights over the said parcels of land to
his daughter-in-law, defendant Nirmla Ramnani in connivance with
defendant Ortigas & Co., the latter having agreed to the said transfer
despite receiving a letter from plaintiffs' lawyer informing them of the said
revocation; copy of the letter is hereto attached and made an integral
part hereof as Annex "H";8. D e f e n d a n t N i r m l a R a m n a n i h a v i n g
acquired the aforesaid property by fraud is, by force of law, considered a
trustee of an implied trust for the benefit of plaintiff and is obliged to
return the same to the latter:9. Several efforts were made to settle the
matter within the family but defendants (Choithram Ramnani, Nirmla
Ramnani and Moti Ramnani) refused and up to now fail and still refuse
to cooperate and respond to the same; thus, the present case;10. I n
addition to having been deprived of their rights over the properties
(described in par. 3 hereof), plaintiffs, by reason of defendants'
fraudulent act, suffered actual damages by way of lost rental on the
property which defendants (Choithram Ramnani, Nirmla Ramnani and
Moti Ramnani have collected for themselves;34
In said amended complaint, spouses Ishwar, among others, pray for
payment of actual damages in an amount no less than the value of the
properties in litigation instead of a reconveyance as sought in the
40
original complaint. Apparently they opted not to insist on a reconveyance
as they are American citizens as alleged in the amended complaint.
The allegations of the amended complaint above reproduced clearly
spelled out that the transfer of the property to Nirmla was fraudulent and
that it should be considered to be held in trust by Nirmla for spouses
Ishwar. As above-discussed, this allegation is well-taken and the transfer
of the property to Nirmla should be considered to have created an
implied trust by Nirmla as trustee of the property for the benefit of
spouses Ishwar.35
The motion to dissolve the writ of preliminary injunction filed by
Choithram, et al. should be denied. Its issuance by this Court is proper
and warranted under the circumstances of the case. Under Section 3(c)
Rule 58 of the Rules of Court, a writ of preliminary injunction may be
granted at any time after commencement of the action and before
judgment when it is established:
(c) that the defendant is doing, threatens, or is about to do, or is
procuring or suffering to be done, some act probably in violation of
plaintiffs's rights respecting the subject of the action, and tending to
render the judgment ineffectual.
As above extensively discussed, Choithram, et al. have committed and
threaten to commit further acts of disposition of the properties in litigation
as well as the other assets of Choithram, apparently designed to render
ineffective any judgment the Court may render favorable to spouses
Ishwar.
The purpose of the provisional remedy of preliminary injunction is to
preserve the status quo of the things subject of the litigation and to
protect the rights of the spouses Ishwar respecting the subject of the
action during the pendency of the Suit36 and not to obstruct the
administration of justice or prejudice the adverse party.37 In this case for
damages, should Choithram, et al. continue to commit acts of disposition
of the properties subject of the litigation, an award of damages to
spouses Ishwar would thereby be rendered ineffectual and meaningless.
38
Consequently, if only to protect the interest of spouses Ishwar, the Court
hereby finds and holds that the motion for the issuance of a writ of
preliminary attachment filed by spouses Ishwar should be granted
covering the properties subject of this litigation.
Section 1, Rule 57 of the Rules of Court provides that at the
commencement of an action or at any time thereafter, the plaintiff or any
proper party may have the property of the adverse party attached as
security for the satisfaction of any judgment that may be recovered, in,
among others, the following cases:
41
(d) In an action against a party who has been guilty of a fraud in
contracting the debt or incurring the obligation upon which the action is
brought, or in concealing or disposing of the property for the taking,
detention or conversion of which the action is brought;(e) In an action
against a party who has removed or disposed of his property, or is about
to do so, with intent to defraud his creditors; . . .
Verily, the acts of Choithram, et al. of disposing the properties subject of
the litigation disclose a scheme to defraud spouses Ishwar so they may
not be able to recover at all given a judgment in their favor, the requiring
the issuance of the writ of attachment in this instance.
Nevertheless, under the peculiar circumstances of this case and despite
the fact that Choithram, et al., have committed acts which demonstrate
their bad faith and scheme to defraud spouses Ishwar and Sonya of their
rightful share in the properties in litigation, the Court cannot ignore the
fact that Choithram must have been motivated by a strong conviction
that as the industrial partner in the acquisition of said assets he has as
much claim to said properties as Ishwar, the capitalist partner in the joint
venture.
The scenario is clear. Spouses Ishwar supplied the capital of
$150,000.00 for the business.1âwphi1 They entrusted the money to
Choithram to invest in a profitable business venture in the Philippines.
For this purpose they appointed Choithram as their attorney-in-fact.
Choithram in turn decided to invest in the real estate business. He
bought the two (2) parcels of land in question from Ortigas as attorney-
in-fact of Ishwar- Instead of paying for the lots in cash, he paid in
installments and used the balance of the capital entrusted to him, plus a
loan, to build two buildings. Although the buildings were burned later,
Choithram was able to build two other buildings on the property. He
rented them out and collected the rentals. Through the industry and
genius of Choithram, Ishwar's property was developed and improved
into what it is now—a valuable asset worth millions of pesos. As of the
last estimate in 1985, while the case was pending before the trial court,
the market value of the properties is no less than P22,304,000.00.39 It
should be worth much more today.
We have a situation where two brothers engaged in a business venture.
One furnished the capital, the other contributed his industry and talent.
Justice and equity dictate that the two share equally the fruit of their joint
investment and efforts. Perhaps this Solomonic solution may pave the
way towards their reconciliation. Both would stand to gain. No one would
end up the loser. After all, blood is thicker than water.
42
However, the Court cannot just close its eyes to the devious
machinations and schemes that Choithram employed in attempting to
dispose of, if not dissipate, the properties to deprive spouses Ishwar of
any possible means to recover any award the Court may grant in their
favor. Since Choithram, et al. acted with evident bad faith and malice,
they should pay moral and exemplary damages as well as attorney's
fees to spouses Ishwar.
WHEREFORE, the petition in G.R. No. 85494 is DENIED, while the
petition in G.R. No. 85496 is hereby given due course and GRANTED.
The judgment of the Court of Appeals dated October 18, 1988 is hereby
modified as follows:
1. Dividing equally between respondents spouses Ishwar, on the one
hand, and petitioner Choithram Ramnani, on the other, (in G.R. No.
85494) the two parcels of land subject of this litigation, including all the
improvements thereon, presently covered by transfer Certificates of Title
Nos. 403150 and 403152 of the Registry of Deeds, as well as the rental
income of the property from 1967 to the present.2. P e t i t i o n e r
Choithram Jethmal Ramnani, Nirmla V. Ramnani, Moti C. Ramnani and
respondent Ortigas and Company, Limited Partnership (in G.R. No.
85496) are ordered solidarily to pay in cash the value of said one-half
(1/2) share in the said land and improvements pertaining to respondents
spouses Ishwar and Sonya at their fair market value at the time of the
satisfaction of this judgment but in no case less than their value as
appraised by the Asian Appraisal, Inc. in its Appraisal Report dated
August 1985 (Exhibits T to T-14, inclusive).3. Petitioners Choithram,
Nirmla and Moti Ramnani and respondent Ortigas & Co., Ltd.
Partnership shall also be jointly and severally liable to pay to said
respondents spouses Ishwar and Sonya Ramnani one-half (1/2) of the
total rental income of said properties and improvements from 1967 up to
the date of satisfaction of the judgment to be computed as follows:a. On
Building C occupied by Eppie's Creation and Jethmal Industries from
1967 to 1973, inclusive, based on the 1967 to 1973 monthly rentals paid
by Eppie's Creation;b. Also on Building C above, occupied by Jethmal
Industries and Lavine from 1974 to 1978, the rental incomes based on
then rates prevailing as shown under Exhibit "P"; and from 1979 to 1981,
based on then prevailing rates as indicated under Exhibit "Q";c. On
Building A occupied by Transworld Knitting Mills from 1972 to 1978, the
rental incomes based upon then prevailing rates shown under Exhibit
"P", and from 1979 to 1981, based on prevailing rates per Exhibit "Q";d.
On the two Bays Buildings occupied by Sigma-Mariwasa from 1972 to
1978, the rentals based on the Lease Contract, Exhibit "P", and from
1979 to 1980, the rentals based on the Lease Contract, Exhibit "Q".and
thereafter commencing 1982, to account for and turn over the rental
43
incomes paid or ought to be paid for the use and occupancy of the
properties and all improvements totalling 10,048 sq. m., based on the
rate per square meter prevailing in 1981 as indicated annually
cumulative up to 1984. Then, commencing 1985 and up to the
satisfaction of the judgment, rentals shall be computed at ten percent
(10%) annually of the fair market values of the properties as appraised
by the Asian Appraisals, Inc. in August 1985. (Exhibits T to T-14,
inclusive.)4. To determine the market value of the properties at the
time of the satisfaction of this judgment and the total rental incomes
thereof, the trial court is hereby directed to hold a hearing with deliberate
dispatch for this purpose only and to have the judgment immediately
executed after such determination.5. Petitioners Choithram, Nirmla
and Moti, all surnamed Ramnani, are also jointly and severally liable to
pay respondents Ishwar and Sonya Ramnani the amount of
P500,000.00 as moral damages, P200,000.00 as exemplary damages
and attorney's fees equal to 10% of the total award. to said respondents
spouses.6. The motion to dissolve the writ of preliminary injunction dated
December 10, 1990 filed by petitioners Choithram, Nirmla and Moti, all
surnamed Ramnani, is hereby DENIED and the said injunction is hereby
made permanent. Let a writ of attachment be issued and levied against
the properties and improvements subject of this litigation to secure the
payment of the above awards to spouses Ishwar and Sonya.7. T h e
mortgage constituted on the subject property dated June 20, 1989 by
petitioners Choithram and Nirmla, both surnamed Ramnani in favor of
respondent Overseas Holding, Co. Ltd. (in G.R. No. 85496) for the
amount of $3-M is hereby declared null and void. The Register of Deeds
of Pasig, Rizal, is directed to cancel the annotation of d mortgage on the
titles of the properties in question.8. Should respondent Ortigas Co.,
Ltd. Partnership pay the awards to Ishwar and Sonya Ramnani under
this judgment, it shall be entitled to reimbursement from petitioners
Choithram, Nirmla and Moti, all surnamed Ramnani.9. The above
awards shag bear legal rate of interest of six percent (6%) per annum
from the time this judgment becomes final until they are fully paid by
petitioners Choithram Ramnani, Nirmla V. Ramnani, Moti C. Ramnani
and Ortigas, Co., Ltd. Partnership. Said petitioners Choithram, et al. and
respondent Ortigas shall also pay the costs.SO ORDERED.
44

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Sunday, July 14, 2019

In 1948, the Jarantilla heirs extrajudicially partitioned amongst

On April 29, 1957, the spouses Buenaventura and Conchita Remotigue

Defendant Federico Jarantilla, Jr., hereby joins in plaintiff’s prayer for an

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The core issue is whether or not the partnership subject of the

A question of law arises when there is doubt as to what the law is on a

Factual findings of the trial court, when confirmed by the Court of

There is a co-ownership when an undivided thing or right belongs to

Persons who contribute property or funds for a common enterprise and

The common ownership of property does not itself create a partnership

As this case revolves around the legal effects of the Acknowledgement

In Villareal v. Ramirez,41 the Court held that since a partnership is a

The petitioner further asserts that he is entitled to respondents’

On proving the existence of a trust, this Court held that:

In essence, the petitioner is claiming his 6% share in the subject real

Petitioners assert that their claim of co-ownership of the property was

It is true that a certificate of title is merely an evidence of ownership or

SEC. 48. Certificate not subject to collateral attack. – A certificate of title

A collateral attack transpires when, in another action to obtain a different

*****G.R. No. 183374 June 29, 2010

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SO ORDERED. (capitalization and emphasis in the original;

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CONCHITA CARPIO MORALES

*****G.R. No. 85494 May 7, 1991

Ishwar, Choithram and Navalrai, all surnamed Jethmal Ramnani, are

On February 1, 1966 and on May 16, 1966, Choithram, in his capacity

Sometime in 1970 Ishwar asked Choithram to account for the income

Nevertheless, Choithram as such attorney-in-fact of Ishwar, transferred

An appeal therefrom was interposed by spouses Ishwar to the Court of

Then, acting as attorney-in-fact of Ishwar, Choithram purchased two

In the prefatory statement of their petition, Choithram pictured Ishwar to

Moreover, assuming Ishwar is of such a low character as Choithram

Worse still, on September 27, 1990 spouses Ishwar filed an urgent

On January 22, 1991, Choithram, et al., filed a motion to dissolve the

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This purported mortgage of the subject properties in litigation appears to

Obviously, this is another ploy of Choithram, et al. to place these

All these contemporaneous and subsequent acts of Choithram, et al.,

The problem is compounded in that respondent Ortigas is caught in the

Indeed in the letter of Choithram to Ishwar of June 25, 1971, Choithram

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