Lex Rex Ph

Silverio vs. Filipino Business Consultants Digest

August 12, 2005

Facts

Silverio Jr. is the President of Esses and TriStar Corp and possessed the 62 ha land in Calatagan, Batangas. Esses and TriStar exected a Deed of Sale with Assumption of Mortgage in favor of FBCI. The former failed to redeem. 

FBCI filed for consolidation of title with RTC, obtained favorable judgment, and possessed Calatagan Property.

Silverio Jr filed for recall. RTC nullified the writ of possession. RTC again upheld FBCI’s possession because it made substantial improvements. Then reversed that Silverio had no duty to reimburse FBCI because the latter did not offer substantial evidence. RTC then issued WOP to Silverio Jr et al.

FBCI sought to suspend the writ of possession on the ground that…it acquired all stocks of Esses and TriStar. As the new owner, it has right of possession to disputed 62 ha property in Calatagan, Batangas.

Silverio filed with SC.

Issue

Is a stockholder (FBCI) entitled to possession of the corporation’s property? (Calatagan Property a corporate property of Esses and Tri-Star) when FBCI acquired “substantial and controlling shares of stocks” of the latter?

Ruling

No.

Having a controlling interest in a corporation is not an entitlement to the corporation’s assets because the corporation is a distinct juridical person.

A stockholder is not an owner, a co-owner, nor a tenant in common of the corporate property. (Harton vs. Hohnston) Stocks are only aliquot interest and are equitable and beneficial in nature, and not legal rights to corporate properties.

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