CORPO LAW – SEC 89 2022-2023

CASE TITLE Heirs of Antonio Pael vs. CA G.R. NO. G.R. No. 133547

PONENTE Puno, J.: DATE December 7, 2001

DOCTRINE At the time of PFINA acquired the disputed properties in 1983, its corporate name was PFINAA
Mining and Exploration, Inc., a mining company which had no valid grounds to engage in the highly
speculative business of urban real estate development.

FACTS Maria Destura filed a complaint against Jorge Chin, Renato Mallari and her own husband, Pedro
Destura in the RTC. Previously, Pedro, had filed a substantially similar complaint against the same
defendants, Chin and Mallari, for annulment of title, reconveyance and SP, damages and
nullification of the MOA. The trial court issued an Order dismissing the complaint for lack of cause
of action. Pedro appealed to the CA. Inspite of the decision against her husband, Maria filed a
similar action one month after the decision was rendered. The trial court in the Maria case,
rendered judgment by default nullifying the MOA and ordering the cancellation of Chin's and
Mallari's titles and did not award any affirmative relief to Maria but instead, ordered the
reinstatement of TCT in the names of the Paels, who were non-parties in the case.

From the adverse decision and order of the trial court, Chin and Mallari filed a petition for
annulment of judgment before the CA and rendered the assailed decision, declaring as null and void
both the cancellation of the their titles over the subject property and reinstatement of the title in
the names of the Paels.

While the petition for annulment was pending before the CA, or on January 28, 1998, a certain
corporation called PFINA Properties, Inc. filed a motion for leave of court to intervene and to
admit petition-in-intervention. PFINA Properties, Inc. acquired by virtue of a deed of assignments
dated January 25, 1983, certain parcels of land from the heirs of Antonio Pael. It appears that at
the time PFINA acquired the land, it was known to be a a mining company. The transfer was also
replete with badges of fraud and irregularities. Furthermore, the heirs of Pael had earlier
disposed of their rights over the subject property long before the transfer to PFINA was made.

ISSUE/S Whether or not the acquisition of PFINA of the disputed properties was within its power and hence
a valid corporate act.
RULING No. At the time of PFINA acquired the disputed properties in 1983, its corporate name was PFINAA
Mining and Exploration, Inc., a mining company which had no valid grounds to engage in the highly
speculative business of urban real estate development.

We have carefully read and scrutinized the Court of Appeals findings and find no error in them. The
facts, the law and the jurisprudence clearly support the holding that private respondents are the
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true and absolute owners of the disputed property since 1978. Heirs of Antonio Pael vs. Court of
Appeals, 325 SCRA 341, G.R. No. 133547, G.R. No. 133843 February 10, 2000