Sanchez v. Mapalad

Manuel Luis Sanches vs Mapalad Realty Corporation

[GR No. 148516, December 27, 2007]

Reyes, J.:

Facts:

Respondent Mapalad was the registered owner of 4 parcels of land located along Roxas Boulevard, Baclaran, Paranaque. On March 21, 1986, shortly after EDSA revolution, Jose Campos executed an affidavit admitting that Mapaladd was one of the companies held  in trust for former President Marcos. Campos turned over, all assets, properties, records and documents pertaining to Mapalad to the new administration led by President Corazon Aquino. PCSS issued writs of sequestration for Mapalad and all its properties. Rolando Josef, appointed Vice President/Treasurer and GM of Mapalad, discovered for that there was 4 TCTs missing. Josef inquired about it and discovered Felicito Manalili, Mapalad’s former director and general manager took them. On November 16, 1992, Nordelak Development Corporation filed a notice of adverse claim over the subject properties based on deed of sale purportedly executed by Miguel Magsaysay in his capacity as President and board chairman of Mapalad. A. Magsaysay Inc., a corporation controlled by Miguel Magsaysay, acquired ownership of all the shares of stock of Mapalad however was terminated after selling all his shares to Novo Properties on December 3, 1982.

Mapalad commenced the present action for annulment of deed of sale and reconveyance of title with damages against Nordelak. During the pendency of the case, Nordelak sold the subject property to a certain Manuel Luis Sanchez, now petitioner.

Issue:

Whether or not there is a valid sale between Mapalad and Nordelak.

Ruling:

A contract is defined as a juridical convention manifested in legal forms, by virtue of which one or more persons bind themselves in favour of another, to give, to do or not to do. The essential requisites of a valid contract of sale are (a) consent of the contracting parties, (b) object certain, and (c) cause of obligation. Consent may be given only by a person with legal capacity to give consent. In the case of juridical person such as corporation like Mapalad, consent may only be granted through its officers who have been duly authorized by its board of directors.

In the present case, consent was purportedly given by Miguel Magsaysay, the person who signed for and in behalf of Mapalad in the deed of absolute sale. However, during the trial, he admitted to be no longer connected with Mapalad because he already divested all his interests in said corporation as early as 1982. Even assuming, for the sake of argument, the signatures were genuine, it would still be voidable for lack of authority resulting in his capacity to give consent on the part of Mapalad.