B2022 REPORTS ANNOTATED
Genato v De Lorenzo Genato v De Lorenzo
I. Recit Ready
The Genato Commercial Corporation is a family corporation, founded by the spouses Vicente
Genato and Simona de Genato. They had six children named Francisco, Florentino and 4
others. The Board of Directors had a meeting wherein Florentino (current VP) is elected
Assistant Secretary-General. Due to the advance age of their mother Simona and since
Florentino had already been acting as assistant Sec-treasurer, they decided it would be more
convenient.
4 or 5 days later Florentino cancelled share certificates nos. 7 and 18 and lieu thereof issued
certicate no. 118 for 265 shares in favor of himself and share certificate no. 119 for 265 shares
in favor of Francisco.
Simona died and an intestate proceeding of her estate ensued. The other 4 legal heirs filed the
complaint to recover from the other 2 legal heirs, Florentino and Francisco, the 530 shares of
stock that these may be included in the intestate estate of their deceased mother and in due
course distributed among all the surviving children of the decedent.
Francisco and Florentino claims that they had acquired the ownership of the 530 shares by
simple donation from their mother
ISSUE: W/N there has been a valid donation - NO
HELD: Assuming, that the late Simona gave the Certificates of Stock Nos. 7 and 18 to
Florentino with instructions to transfer the same to him and his brother, this act did not
constitute a valid manual donation in law for lack of proper acceptance. Incontestably, one of
the two donees was not present at the delivery, and there is no showing that he, Francisco
Genato, had authorized his brother, Florentino to accept for both of them.
Since by appellants' own version, the donation intended was a joint one to both donees, one
could not accept independently of his co-donee, for there is no accretion among donees
unless expressly so provided (Article 637) or unless they be husband and wife.
DOCTRINE: The delivery by the donor and the acceptance by donee must be simultaneous,
and the acceptance by a person other than the true donee must be authorized by a proper
power of attorney set forth in a public document.
I. Facts of the case
G.R. NO:181293
ARTICLE; TOPIC OF CASE: Joint Venture
VOL [May 20, 1968]
This is an appeal from the decision of the CA that reversed that of CFI, ordering the
cancellation of Certificates of stock nos. 118 and 119 of the Genato Commercial Corporation
and the issuance of another in the name of the Administrator of the estate of Simona B. Vda.
de Genato.
The Genato Commercial Corporation is a family corporation, founded by the spouses Vicente
Genato and Simona de Genato. They had six children named Francisco, Florentino and 4
others. The members of the Board of directors composed of Francisco as President, Simona as
Director and Assistant Secretary-Treasurer and Florentino as VP and director had a meeting
wherein Florentino Genato was elected and designated as Assistant Secretary-Treasurer. The
reason for this is the advanced age of their mother, Simona who was the previous Assistant
Secretary-Treasurer. According to Simona, it is more convenient that Florentino, now Vice-
President of the corporation, act as Assistant Secretary-Treasurer since he has been acting as
such, since the work is rather strenuous for Simona.
Thereafter, Florentino cancelled share certificates Nos. 7 and 18 and in lieu thereof issued
share certificate No. 118 for 265 shares in favor of Florentino Genato and share certificate No.
119 for 265 shares in favor of Francisco G. Genato.
Simona died and an intestate proceeding of her estate ensued. The other 4 legal heirs filed the
complaint to recover from the other 2 legal heirs, Florentino and Francisco, the 530 shares of
stock that these may be included in the intestate estate of their deceased mother and in due
course distributed among all the surviving children of the decedent.
Francisco and Florentino claims that they had acquired the ownership of the 530 shares by
simple donation from their mother.
II. Issue/s
W/N there has been a valid donation - NO
I. Ratio/Legal Basis
Assuming ad arguendo, that the late Simona Vda. de Genato gave the Certificates of Stock
Nos. 7 and 18 to Florentino with instructions to transfer the same to him and his brother, this
act did not constitute a valid manual donation in law for lack of proper acceptance.
Incontestably, one of the two donees was not present at the delivery, and there is no showing
that he, Francisco Genato, had authorized his brother, Florentino to accept for both of
them.
As pointed out by Manresa in his Commentaries, the delivery by the donor and the
acceptance by donee must be simultaneous, and the acceptance by a person other than
PONENTE: SERENO, C.J
DIGEST MAKER: Chanelle
 B2022 REPORTS ANNOTATED VOL [May 20, 1968]
Genato v De Lorenzo Genato v De Lorenzo
the true donee must be authorized by a proper power of attorney set forth in a public
document.

None has been claimed to exist in this case. Since by appellants' own version, the donation
intended was a joint one to both donees, one could not accept independently of his co-
donee, for there is no accretion among donees unless expressly so provided (Article 637)
or unless they be husband and wife.

There being neither valid donation, nor sale, the cancellation of the original certificates of
stock as well as the issuance of new certificates in the name of Florentino and Francisco
Genato was illegal and improper for lack of valid authority. It is a consequence of this that the
shares in question are deemed never to have ceased to be property of their mother, Simona B.
de Genato, and must be considered still forming part of the assets of her estate.

II. Disposition
PREMISES CONSIDERED, the decision of the Court of Appeals is affirmed. Costs against
petitioners-appellants.

III. Notes

G.R. NO:181293 PONENTE: SERENO, C.J

ARTICLE; TOPIC OF CASE: Joint Venture DIGEST MAKER: Chanelle