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G.R. No. 202364. August 30, 2017.*

ARTURO C. CALUBAD, petitioner, vs. RICARCEN DEVELOPMENT
CORPORATION, respondent.

Corporations; Board of Directors; The board of directors may validly

delegate its functions and powers to its officers or agents.—As a
corporation, Ricarcen exercises its powers and conducts its business through
its board of directors, as provided for by Section 23 of the Corporation Code:
Section 23. The board of directors or trustees.—Unless otherwise provided
in this Code, the corporate powers of all corporations formed under this Code
shall be exercised, all business conducted and all property of such
corporations controlled and held by the board of directors or trustees to be
elected from among the holders of stocks, or where there is no stock, from
among the members of the corporation, who shall hold office for one (1) year
until their successors are elected and qualified. However, the board of
directors may validly delegate its functions and powers to its officers or
agents. The authority to bind the corporation is derived from law, its
corporate bylaws, or directly from the board of directors, “either expressly
or impliedly by habit, custom or acquiescence in the general course of
business.”

Same; Same; Agency; The general principles of agency govern the

relationship between a corporation and its representatives.—The general
principles of agency govern the relationship between a corporation and its
representatives. Article 1317 of the Civil Code similarly provides that the
principal must delegate the necessary authority before anyone can act on his
or her behalf. Nonetheless, law and jurisprudence recognize actual authority
and apparent authority as the two (2) types of authorities conferred upon a
corporate officer or agent in dealing with third persons.
Actual authority can either be express or implied.
Express actual authority refers to the power delegated to the agent by
the corporation, while an agent’s implied authority can be measured by his
or her prior acts which have been ratified by the corporation or whose benefits
have been accepted by the corporation.

Civil Law; Agency; Doctrine of Apparent Authority; The doctrine of

apparent authority provides that even if no actual authority has been
conferred on an agent, his or her acts, as long as they are within his or
her apparent scope of authority, bind the principal.—
The doctrine of apparent authority provides that even if no actual
authority has been conferred on an agent, his or her acts, as long as they are
within his or her apparent scope of authority, bind the principal.
However, the principal’s liability is limited to third persons who are
reasonably led to believe that the agent was authorized to act for the principal
due to the principal’s conduct. Apparent authority is determined by the acts of
the principal and not by the acts of the agent. Thus, it is incumbent upon
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Calubad to prove how Ricarcen’s acts led him to believe that Marilyn was duly
authorized to represent it.

Same; Damages; Moral Damages; Moral damages are not automatically

awarded when there is a breach of contract.—Moral damages are not
automatically awarded when there is a breach of contract. It must also be
proven that the party who breached the contract acted fraudulently or in bad
faith, in wanton disregard of the contracted obligation. In addition, the
following conditions must be met before moral damages may be awarded: (1)
first, there must be an injury, whether physical, mental or psychological,
clearly sustained by the claimant; (2) second, there must be culpable act or
omission factually established; (3) third, the wrongful act or omission of the
defendant is the proximate cause of the injury sustained by the claimant; and
(4) fourth, the award of damages is predicated on any of the cases stated in
Article 2219 of the Civil Code.
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G.R. No. 196023. April 21, 2014.*

JOSE JUAN TONG, ET AL., petitioners, vs. GO TIAT KUN, ET AL.,
respondents.

Civil Law; Trusts; Express Trusts; Constructive Trusts;

The principle of a resulting trust is based on the equitable doctrine
that valuable consideration and not legal title determines the equitable title or
interest and are presumed always to have been contemplated by the parties;
On the other hand, a constructive trust, unlike an express trust,
does not emanate from, or generate a fiduciary relation.
The principle of a resulting trust is based on the equitable doctrine that
valuable consideration and not legal title determines the equitable title or
interest 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.
On the other hand, a constructive trust, unlike an express trust, does
not emanate from, or generate a fiduciary relation. Constructive trusts are
created by the construction of equity in order to satisfy the demands of justice
and prevent unjust enrichment. They arise contrary to intention against one
who, by fraud, duress or abuse of confidence, obtains or holds the legal right to
property which he ought not, in equity and good conscience, to hold.

Same; Same; Implied Trusts; The Supreme Court is in conformity with the
finding of the trial court that an implied resulting trust was created as
provided under the first sentence of Article 1448 which is sometimes
referred to as a purchase money resulting trust.—The Court is in
conformity with the finding of the trial court that an implied resulting trust was
created as provided under the first sentence of Article 1448 which is sometimes
referred to as a purchase money resulting trust, the elements of which are:
(a) an actual payment of money, property or services, or an equivalent,
constituting valuable consideration; and
(b) such consideration must be furnished by the alleged beneficiary of a
resulting trust.
Here, the petitioners have shown that the two elements are present in
the instant case. Luis, Sr. was merely a trustee of Juan Tong and the
petitioners in relation to the subject property, and it was Juan Tong who
provided the money for the purchase of Lot 998 but the corresponding transfer
certificate of title was placed in the name of Luis, Sr.

Same; Same; A trust, which derives its strength from the confidence one
reposes on another especially between families, does not lose that
character simply because of what appears in a legal document.—The
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principle that a trustee who puts a certificate of registration in his name

cannot repudiate the trust by relying on the registration is one of the well-
known limitations upon a title. A trust, which derives its strength from the
confidence one reposes on another especially between families, does not lose
that character simply because of what appears in a legal document.
Same; Same; Implied Trusts; Parol Evidence Rule; Because an implied trust
is neither dependent upon an express agreement nor required to be evidenced
by writing, Article 1457 of our Civil Code authorizes the admission of parol
evidence to prove their existence.—Contrary to the claim of the respondents, it
is not error for the trial court to rely on parol evidence, i.e., the oral testimonies
of witnesses Simeon Juan Tong and Jose Juan Tong, to arrive at the
conclusion that an implied resulting trust exists.
What is crucial is the intention to create a trust. “Intention —
although only presumed, implied or supposed by law from the nature of the
transaction or from the facts and circumstances accompanying the
transaction, particularly the source of the consideration — is always an
element of a resulting trust and may be inferred from the acts or conduct of the
parties rather than from direct expression of conduct.
Certainly, intent as an indispensable element is a matter that necessarily
lies in the evidence, that is, by evidence, even circumstantial, of statements
made by the parties at or before the time title passes. Because an implied trust
is neither dependent upon an express agreement nor required to be evidenced
by writing, Article 1457 of our Civil Code authorizes the admission of parol
evidence to prove their existence. Parol evidence that is required to establish
the existence of an implied trust necessarily has to be trustworthy and it
cannot rest on loose, equivocal or indefinite declarations.”

Same; Same; Same; Prescription; As a rule, implied resulting trusts do not

prescribe except when the trustee repudiates the trust. Further, the action
to reconvey does not prescribe so long as the property stands in the name of the
trustee.—As a rule, implied resulting trusts do not prescribe except when the
trustee repudiates the trust. Further, the action to reconvey does not prescribe
so long as the property stands in the name of the trustee. To allow prescription
would be tantamount to allowing a trustee to acquire title against his principal
and true owner.

Same; Land Titles; It is well-settled that title to property does not vest
ownership but it is a mere proof that such property has been registered.—
It is well-settled that title to property does not vest ownership but it is a mere
proof that such property has been registered. And, the fact that the petitioners
are in possession of all the tax receipts and tax declarations of Lot 998 all the
more amplify their claim of ownership over Lot 998-A. Although these tax
declarations or realty tax payments of property are not conclusive evidence of
ownership, nevertheless, they are good indicia of possession in the concept of
owner, for no one in his right mind would be paying taxes for a property that is
not in his actual or at least constructive possession. Such realty tax payments
constitute proof that the holder has a claim of title over the property. Therefore,
the action for reconveyance of Lot 998-A, which forms part of Lot 998, is
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imprescriptible and the petitioners are not estopped from claiming ownership
thereof.

Same; Laches; The doctrine of laches is not strictly applied between near
relatives, and the fact that the parties are connected by ties of blood or
marriage tends to excuse an otherwise unreasonable delay.—When the
petitioners received a letter from VGCC, and discovered about the breach of the
trust agreement committed by the heirs of Luis, Sr., they immediately
instituted an action to protect their rights, as well as upon learning that
respondent Go Tiat Kun executed a Deed of Sale of Undivided Interest over Lot
998-A in favor of her children. Clearly, no delay may be attributed to them. The
doctrine of laches is not strictly applied between near relatives, and the fact
that the parties are connected by ties of blood or marriage tends to excuse an
otherwise unreasonable delay.
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G.R. No. 143185. February 20, 2006.*

NESTOR MENDIZABEL, ELIZABETH MENDIZABEL, IGNACIO MENDIZABEL,
and ADELINA VILLAMOR, petitioners, vs. FERNANDO APAO and TEOPISTA
PARIDELAAPAO, respondents.
Civil Law; Property; Reconveyance;
Requisites for Action for Reconveyance.—In an action for reconveyance, all
that must be alleged in the complaint are two facts which, admitting them to
be true, would entitle the plaintiff to recover title to the disputed land, namely,
(1) that the plaintiff was the owner of the land or possessed the land in the
concept of owner, and
(2) that the defendant had illegally dispossessed him of the land.

Same; Same; Same; If the registration of the land is fraudulent, the person
in whose name the land is registered holds it as a mere trustee, and the
real owner is entitled to file an action for reconveyance of the property.—
The act of petitioners in misrepresenting that they were in actual possession
and occupation of the property, obtaining patents and original certificates of
title in their names, created an implied trust in favor of the actual possessors
of the property. In other words, if the registration of the land is fraudulent, the
person in whose name the land is registered holds it as a mere trustee, and the
real owner is entitled to file an action for reconveyance of the property.

Same; Same; Same; An action for reconveyance of registered land based on

implied trust prescribes in 10 years, the point of reference being the date
of registration of the deed or the date of the issuance of the certificate of
title over the property; The 10-year prescriptive period applies only when
the person enforcing the trust is not in possession of the property.—It is of
no moment that respondents filed this action for reconveyance more than four
years after the property was registered in favor of petitioners. An action for
reconveyance of registered land based on implied trust prescribes in 10 years,
the point of reference being the date of registration of the deed or the date of
the issuance of the certificate of title over the property. Besides, respondents
were in possession of the property at the time they filed their complaint in the
present case. The Court has ruled that the 10-year prescriptive period applies
only when the person enforcing the trust is not in possession of the property.
If a person claiming to be its owner is in actual possession of the property,
the right to seek reconveyance, which in effect seeks to quiet title to the property,
does not prescribe. The reason is that the one who is in actual possession of
the land claiming to be its owner may wait until his possession is disturbed or
his title is attacked before taking steps to vindicate his right. His undisturbed
possession gives him a continuing right to seek the aid of a court of equity to
ascertain and determine the nature of the adverse claim of a third party and its
effect on his own title, which right can be claimed only by one who is in
possession.