THIRD DIVISION Thus, on June 30, 2003, the City of Manila, through then City pay THIRTY-FIVE MILLION

f Manila, through then City pay THIRTY-FIVE MILLION PESOS

Mayor Joselito Atienza, and Bullion, represented by its (Php35,000,000.00).
President Roland Lautachang, entered into a Contract5 for the 3.2 The balance of SIXTY-ONE MILLION
G.R. No. 201017, December 05, 2016
lease of the said property for a period of twenty-five (25) years. PESOS(Php61 ,000,000.00) shall be payable as
Under the Contract, Bullion, as lessee, agreed to construct two follows:
MAJESTIC PLUS HOLDING INTERNATIONAL, 4-storey buildings, one of which shall be used as an extension
INC., Petitioner, v. BULLION INVESTMENT AND office of the Manila City Hall for its institutional services,
3.2.1. TEN MILLION PESOS
DEVELOPMENT CORPORATION, Respondent. while the other shall be used for commercial purposes.
(Php10,000,000.00) within 75 days from
the execution of this MOA;
G.R. No. 215289, December 5, 2016
Bullion then commenced construction and was able to finish 3.2.2. SIX MILLION PESOS
and turn over the City Hall extension building to the Manila (Php6,000,000.00) payable 30 days
MAJESTIC PLUS HOLDING INTERNATIONAL,
City Government. However, Bullion was unable to finish the thereafter;
INC., Petitioner, v. BULLION INVESTMENT AND
construction of the commercial building. Bullion then sought 3.2.3. SIX MILLION PESOS
DEVELOPMENT CORPORATION, GENESSON U.
the help of and was able to convince petitioner corporation, (Php6,000,000.00) payable 30 days after
TECSON, ROLAND M. LAUTCHANG, WILSON
Majestic Plus Holding International, Incorporation 3.2.2;
CHUNBON CHENG KOA, LUIS K. LOKIN, JR.,
(Majestic), to invest in Bullion's business venture, particularly 3.2.4. SIX MILLION PESOS
JEFFERSON U. TECSON AND ROSALINE C.
the completion of the construction of its commercial building (Php6,000,000.00) payable 30 days after
CHING, Respondents.
which was intended to be used as a mall (Meisic Mall). 3.2.3;
3.2.5. SIX MILLION PESOS
DECISION (Php6,000,000.00) payable 30 days after
On September 7, 2004, Bullion, represented by its President,
3.2.4;
entered into a Memorandum of Agreement6 (MOA) with
PERALTA, J.:* 3.2.6. ELEVEN MILLION PESOS
Majestic, which was represented by one Dionisio N. Yao.
(Php11,000,000.00) payable 30 days after
Pertinent portions of the MOA read, thus:
3.2.7. EIGHT MILLION PESOS
Before the Court are two (2) consolidated petitions for review (Php8,000,000.00) payable 30 days after
on certiorari under Rule 45 of the Rules of Court. 1. SUBJECT MATTER 3.2.6;
3.2.8. EIGHT MILLION PESOS
In G.R. No. 201017, petitioner Majestic Plus Holdings MAJESTIC agrees to acquire 80% equity interest (Php8,000,000.00) payable within two
International, Inc. (Majestic) seeks to nullify the in BULLION, subject to the following terms and (2) years from the execution of this MOA.
Decision1 dated November 2, 2011 and the Resolution2 dated conditions, and the completion of the construction
March 14, 2012, respectively, of the Court of Appeals (CA) in of the subject MALL by both parties.
3.3 The above payments shall all be covered by post-
CA-G.R. SP No. 121072. dated checks to be issued by MAJESTIC in favor
2. CONSIDERATION 2.1. MAJESTIC and BULLI of BULLION and/or Bingson U. Tecson, duly-
ON agree that the present shareholdings and assets authorized representative of existing stockholders.
In G.R. No. 215289, Majestic prays for the reversal and setting
of BULLION shall be valued at ONE HUNDRED
aside of the Decision3 dated October 23, 2013 and the TWENTY MILLION PESOS (Php120,000,000.00).
Resolution4 dated November 4, 2014, respectively, of the CA 4. TRANSFER OF SHARES
2.2. It is expressly agreed that the 80% equity
in CA-G.R. CV No. 97537. interest to be acquired by MAJESTIC shall
correspond to NINETY-SIX MILLION PESOS 4.1. The shares representing the 30% equity
The factual and procedural antecedents follow. (PhP96,000,000.00), payable of BULLION shall be ceded and transferred to
by MAJESTIC under the following Terms of MAJESTIC only upon full payment of the amount of
Payment provided in the succeeding section. THIRTY-FIVE MILLION PESOS
In a Resolution passed on August 14, 2001, the City Council of (Php35,000,000.00), pursuant to Sec. 3.1.
2.3 MAJESTIC agrees to infuse additional capital
Manila authorized its Mayor to enter into a contract with any 4.2. Additional shares representing the 10% equity
to cover the expenditure for the completion of the
reputable corporation for the long term lease and of BULLION shall be assigned and transferred
construction of the MALL.
development of a 4,808.40-square-meter non-income to MAJESTIC upon payment of the additional
generating property of the City located within the vicinity of amount of TEN MILLION PESOS
Felipe II, Reina Regente and General La Chambre Streets in 3. TERMS OF PAYMENT
(Php10,000,000.00) based on Sec. 3.2.1
Binondo, Manila. Pursuant to such authority, the Office of the 4.3. Upon payment of the additional amount of
City Mayor issued an Invitation to Pre-qualify and Bid for the The 80% equity interest, corresponding to NINETY-
TWENTY-FOUR MILLION PESOS
said development project. Subsequently, herein respondent SIX MILLION PESOS (Php96,000,000.00), shall
(Php24,000,000.00) based on Secs. 3.2.2, 3.2.3,
company, Bullion Investment and Development Corporation be payable by MAJESTIC to the existing
3.2.4 and 3.2.5, additional shareholdings
(Bullion) participated and won in the bidding. stockholders of BULLION as
representing 20% equity of BULLION shall be
follows:cralawlawlibrary
assigned and transferred to MAJESTIC.
4.4. The parties undertake to execute the necessary
3.1 Upon execution of this MOA, MAJESTIC shall
 documents for the transfer of additional shares contract under this provision, it shall serve a written With the completion of major construction works and the
corresponding to another 20% upon receipt of the notice of the rescission to MAJESTIC. installation of the aforementioned equipment, the Meisic Mall
full payment of the EIGHTY-EIGHT MILLION 7.3. In the event BULLION fails to comply with any became operational as early as May 2005. Majestic conducted
PESOS (Php88,000,000.00). of its undertaking under this contract, a written business therein by renting out the mall's leasable spaces to
4.5. BULLION shall provide and/or demand shall likewise be made giving it 15 days to stallholders and by employing personnel for the security,
furnish MAJESTIC copies of all corporate records, comply. Upon failure to do so, MAJESTIC shall maintenance and upkeep of the mall's premises.13
such as but not limited to [the] Article of serve a written notice of rescission to BULLION. All
Incorporation, By-laws, Financial Statements, sums paid by MAJESTIC shall be refunded to it
However, in the morning of June 25, 2005, respondent, aided
General Information Sheets, Board Resolutions, etc. after written demand.
by several police personnel and security guards, entered the
7.4. In the event that any of the parties should be
premises and took physical possession and control of Meisic
5. CAPITAL INFUSION compelled to seek judicial relief against any of the
Mall.
parties, the aggrieved parties shall pay an amount
5.1. The MAJESTIC shall infuse additional capital equivalent to 10% of the total amount claimed as
to cover the construction cost for the full completion attorney's fees, plus cost of litigation and other This prompted Majestic to file a Complaint14 for Specific
of the MALL. The additional funding for the expenses. Performance, Injunction and Damages with a Prayer for
construction cost and completion of the MALL shall Temporary Restraining Order and/or Writ of Preliminary
be converted to increased equity for MAJESTIC. 8. MANAGEMENT Upon payment of Injunction against Bullion, together with several other
5.2. BULLION and MAJESTIC agree to amend Php35,000,000.00 by MAJESTIC, a joint persons. Majestic alleged that it has become a majority
the Authorized Capital Stock of BULLION from the management committee shall be created and shareholder of Bullion by reason of its P191,522,803.22
existing THIRTY MILLION PESOS convened by the Board of Directors that will oversee investment, which comprises 95.76% of the agreed
(Php30,000,000.00) to at least TWO HUNDRED the construction and operation of the MALL for a P200,000,000.00 authorized capital stock of Bullion.
MILLION PESOS (Php200,000,000.00) to ref1ect period of six (6) months. Majestic also claims that the subject MOA remains valid and
the actual capital investments of the parties and for binding and that Bullion failed to comply with its
the construction and completion of the MALL. undertakings thereunder.
x x x7
5.3. In the event of any capital call and infusion,
existing BULLION stockholders shall have the In its Answer,15 Bullion denied the material allegations of
option to maintain their 20% percent equity. In case Following the execution of the MOA, Majestic issued five (5) Majestic's complaint alleging the defense that it was the latter
any stockholder waives his option to subscribe to checks, on various dates, for an aggregate amount of Fifty- which, in fact, violated the provisions of the MOA causing
any additional capital call or infusion, the other Seven Million Pesos (P57,000,000.00) in favor of Bullion, as Bullion to rescind the said agreement.
stockholders shall be given the option to subscribe partial payment of the 80% equity interest in the latter.
to the remaining unpaid subscription rights offering. Bullion acknowledged such payment. However, it alleged that
an additional four (4) checks, representing a total amount of Initially, the instant case was treated as an intra-corporate
P31,000,000.00, which were subsequently issued by Majestic dispute and raffled to Branch 24 of the Regional Trial Court
6. ACCELERATION CLAUSE (RTC) of Manila, a commercial court, wherein several Orders
were dishonored because of "Stop Payment" orders.8 As a
result, Bullion sent letters to Majestic demanding payment in were issued against Bullion, and eventually, a Decision16 dated
6.1. MAJESTIC shall have the option to accelerate October 12, 2005 was rendered in favor of Majestic. Bullion
the Terms of Payment under Sec. 3 in order to full of the latter's outstanding obligations, otherwise the
former would be constrained to rescind the MOA.9 For assailed the RTC Orders via a special civil action
expedite the implementation of Sec. 4. for certiorari filed with the CA, docketed as CA-G.R. SP No.
6.2. In the event that MAJESTIC fails to pay, Majestic's failure to heed Bullion's demands, the latter sent
another letter to the former, dated June 24, 2005, informing 91886, while respondent's stockholders filed an appeal of the
despite written demands, at least two (2) installment RTC Decision, docketed as CA-G.R. CV No. 86167. These two
dues within the period provided in this MOA, the full it that Bullion had elected to rescind the MOA.10
(2) actions were subsequently consolidated by the CA and in
balance of the amount unpaid shall become its Decision,17 promulgated on February 19, 2008, via a special
immediately due and demandable. Meanwhile, Majestic took over the supervision and eventually division of five, unanimously set aside the Decision of the
finished the construction of the Meisic Mall, except with commercial court and remanded the case to Branch 24, RTC
7. DEFAULT respect to some minor installations. Based on the Summary of of Manila to be tried as an ordinary specific performance case.
Payments,11 attached to its complaint, Majestic claims that, However, on Majestic's motion, the presiding judge of Branch
7.1. Should MAJESTIC default in the payment of at aside from the P57,000,000.00 it had earlier paid to Bullion, 24 subsequently inhibited himself from the case18 prompting
least two (2) installment dues under this it also incurred expenses for the purpose of sustaining the the executive judge to assign the same to Branch 46, RTC of
contract, BULLION, at its sole option may elect to construction of Meisic Mall and the acquisition of various Manila which is also a commercial court.19 The parties did not
rescind the contract in which event only half of the equipment for use inside the mall in the sum of One Hundred question the jurisdiction of Branch 46.
total amount paid by MAJESTIC shall be refunded Thirty-Four Million Five Hundred Twenty-Two Thousand
to it without need of demand. MAJESTIC shall be Eight Hundred Three Pesos and TwentyTwo Centavos
(P134,522,803.22).12 Thus, the aggregate amount alleged to In the ensuing proceedings before Branch 46, the parties
considered in default upon its failure to pay the full
have been invested by Majestic is P191,522,803.22. jointly moved that the case be submitted for summary
amount of the outstanding obligation within fifteen
judgment, to which the RTC acceded.20
(15) days from written demand of BULLION.
7.2 In the event BULLION elects to rescind the
On July 28, 2011, Branch 46, RTC of Manila rendered a SO ORDERED.22 as well as the writ of execution pending
Decision21 in favor of petitioner, the dispositive portion of appeal dated 01 September 2011 ; and
which reads:
Bullion and its directors appealed the above RTC Decision
with the CA.23 2. The public and private respondents, and
WHEREFORE, premises considered, judgment is hereby all persons acting for and in their behalf,
rendered in favor of the plaintiff Majestic Plus Holding are ORDERED to RESTORE the
On August 22, 2011, Majestic filed a Motion for Execution possession and control of the Meisic Mall
International, Inc. and against the herein defendants,
Pending Appeal24 which was granted by the RTC by virtue of a to petitioner in the same situation and
ordering the latter to:
Special Order25 and two other related orders,26 all dated condition immediately before the Decision
September 1, 2011. Consequently, a Writ of Execution Pending dated 28 July 2011 in Civil Case No. 05-
1. Strictly comply and implement in full the Appeal27 on even date was issued. Per Sheriff’s Return dated 113352 aforecited.
terms and conditions of the Memorandum September 2, 2011, the Writ was served on Bullion and was
of Agreement, more particularly the thereby immediately implemented.28 In accordance with the
acquisition of 80% shareholdings of Writ, the Sheriff was able to completely and successfully SO ORDERED.32
defendant Bullion by plaintiff remove the physical possession and control of Meisic Mall
Majestic;ChanRoblesVirtualawlibrary from Bullion and deliver the same to Majestic.29 The CA basically ruled that the RTC committed grave abuse of
discretion in granting Majestic's motion for execution pending
2. Issue the shares of stock of defendant In view thereof, Bullion filed a Petition for Certiorari30 before appeal since the "good reasons" required by Rule 39 of the
Bullion in favor of plaintiff Majestic the CA seeking the nullification of the: (1) Special Order Rules of Court are found to be absent in the instant case.
corresponding to 40% which has long been granting the Motion for Execution Pending Appeal; (2) Order
paid by plaintiff Majestic and record the granting police assistance to the implementing Sheriff; (3) On November 14, 2011, Majestic filed a Motion for
same in its Stock and Transfer Order granting the appointment of a Special Sheriff; and (4) Reconsideration with the CA, which was denied in its
Book;ChanRoblesVirtualawlibrary Writ of Execution Pending Appeal. Bullion also prayed for the Resolution33 dated March 14, 2012. Thus, the filing of the
issuance of a Temporary Restraining Order and Mandatory present petition by Majestic, docketed as G.R. No. 201017,
3. Maintain/restore plaintiff Majestic in the Injunction. raising the following grounds:
physical possession and control of the
entire Meisic Mall In its Decision31 dated November 2, 2011, the CA granted the
premises;ChanRoblesVirtualawlibrary A.
aforesaid Petition and annulled and set aside the Special
Order and the two (2) other assailed Orders, all dated
4. Transfer the remaining shares of stock in September 1, 2011, the dispositive portion of which states: THE HONORABLE COURT OF APPEALS GRIEVOUSLY
the name of plaintiff Majestic up to the ERRED WHEN IT RULED THAT THE REQUISITE FILING
extent of 80% shareholdings upon OF A MOTION FOR RECONSIDERATION WOULD ONLY
payment of the balance of WHEREFORE, premises considered, the instant Petition is DELAY THE URGENT NECESSITY TO RESOLVE THE
P39,000,000.00 and to record the same in hereby GRANTED. The assailed Special Order and the two TEMPORARY RESTRAINING ORDER AS CONTAINED IN
the Stock and Transfer (2) other Orders, all dated 02 September 2011 rendered by the THE PETITION ITSELF.
Book;ChanRoblesVirtualawlibrary public respondent judge are ANNULLED and SET ASIDE.
Any and all acts committed in pursuance of the said Orders are
necessarily NULLIFIED. B.
5. Furnish/provide plaintiff Majestic within
reasonable time all of defendant Bullion's
Accordingly, let a writ of final prohibitory and mandatory THE HONORABLE COURT OF APPEALS COMMITTED
corporate
injunction issue, as follows: REVERSIBLE ERROR WHEN IT ACCEPTED A HIGHLY
records;ChanRoblesVirtualawlibrary
DEFECTIVE VERIFICATION AND CERTIFICATION AS
WELL AS SECRETARY'S CERTIFICATE SUBMITTED BY
6. Immediately cause the amendment of the 1. The public and private respondents, BULLION.
authorized capital stock of defendant together with all persons acting for and in
Bullion from P30,000,000.00 to their behalf are ENJOINED from
P200,000,000.00 and reflect the proceeding with the implementation of the C.
increased equity of plaintiff Majestic public respondent's Decision dated 28
brought about by the expenses it incurred July 2011 in Civil Case No. 05-113352 THE HONORABLE COURT OF APPEALS COMMITTED
to complete the Meisic Mall; and entitled, "Majestic Plus Holding SERIOUS ERROR IN DISREGARDING THE UNDISPUTED
International, Inc. vs. Bullion Investment FACT THAT BULLION'S PETITION FOR CERTIORARI
7. Pay the cost of this suit. and Development Corporation, Genesson PRESENTS ISSUES/MATTERS THAT ARE PROPER AND
U. Tecson, Roland M. Lautchang, Wilson ALSO THE SUBJECT OF THE APPEAL INTERPOSED BY
Chun Bon Cheng Koa, Luis K. Lokin, Jr., BULLION.
The counterclaims of the herein defendants are dismissed for Jefferson U. Tecson and Rosalie C. Ching,"
lack of merit.
D. III. THE REGIONAL TRIAL COURT BRANCH 46 OF certain branches thereof like the SCCs can focus only on a
MANILA DID NOT EXCEED JURISDICTION. particular subject matter.44 Nothing in the language of the law
suggests the diminution of jurisdiction of those RTCs to be
THE HONORABLE COURT OF APPEALS GRIEVOUSLY
designated as SCCs.45 The RTC exercising jurisdiction over an
ERRED WHEN IT STRUCK DOWN THE "GOOD REASONS" IV. THE REGIONAL TRIAL COURT BRANCH 46 OF
intra-corporate dispute can be likened to an RTC exercising its
AS FOUND BY THE TRIAL COURT. MANILA DID NOT ERR IN GRANTING MAJESTIC CLAIMS
probate jurisdiction or sitting as a special agrarian court. The
AND DISMISSING DEFENDANTS-APPELLANTS'
designation of the SCCs as such has not in any way limited
COUNTER-CLAIM.
E. their jurisdiction to hear and decide cases of all nature,
whether civil, criminal or special proceedings.46
V. THE HONORABLE COURT OF APPEALS ERRED WHEN
THE HONORABLE COURT OF APPEALS SERIOUSLY
IT DENIED MAJESTIC'S MOTION FOR
ERRED IN ORDERING THE RESTORATION OF THE Stated differently, in the ruling case of Gonzales, et al. v. GJH
RECONSIDERATION.37
POSSESSION AND CONTROL OF THE MEISIC MALL TO Land. Inc., et al.,47 this Court held that:
BULLION.34
In a Resolution38 dated January 28, 2015, this Court resolved
x x x the fact that a particular branch x x x has been designated
to consolidate G.R. No. 201017 and 215289.
During the pendency of G.R. No. 201017, the CA promulgated as a Special Commercial Court does not shed the RTC's
its Decision35 on Bullion's appeal of the July 28, 2011 Decision general jurisdiction over ordinary civil cases under the
of the RTC. The CA essentially ruled that since there are The petitions lack merit. imprimatur of statutory law, i.e., Batas Pambansa Bilang (BP)
genuine issues of fact in the present case which require the 129. To restate, the designation of Special Commercial Courts
presentation of evidence, the RTC should have proceeded to was merely intended as a procedural tool to expedite the
At the outset, it behooves this Court to determine the issue of
conduct a full-blown trial and should have refrained from resolution of commercial cases in line with the
whether or not the RTC, Branch 46 of Manila has jurisdiction
issuing a summary judgment. Hence, the assailed CA Decision court's exercise of jurisdiction. This designation was not
over the subject matter of the instant case. In its Comment in
disposed as follows: made by statute but only by an internal Supreme Court rule
G.R. No. 215289, Bullion contends that neither Branch 24 nor
Branch 46 of the RTC of Manila has jurisdiction over the suit under its authority to promulgate rules governing matters of
WHEREFORE, the appealed July 28, 2011 Decision of the for specific performance filed by Majestic. Bullion argues that procedure and its constitutional mandate to supervise the
Regional Trial Court of Manila, Branch 46, National Capital having been designated as special commercial courts, the administration of all courts and the personnel thereof.
Judicial Region is hereby REVERSED AND SET ASIDE. jurisdiction of Branches 24 and 46 is limited to trying and Certainly, an internal rule promulgated by the Court cannot go
deciding special commercial cases only. On the other hand, beyond the commanding statute. But as a more fundamental
Majestic counters that the designation of RTCs as special reason, the designation of Special Commercial Courts is, to
Accordingly, the portion of the Decision directing defendant- stress, merely an incident related to the court's exercise of
commercial courts has not, in any way, limited their
appellant Bullion Investment and Development Corporation jurisdiction, which, as first discussed, is distinct from the
jurisdiction to hear and decide cases of all nature, whether
to maintain/restore plaintiff Majestic in the physical concept of jurisdiction over the subject matter. The RTC's
civil, criminal or special proceedings.
possession and control of the entire Meisic Mall premises is general jurisdiction over ordinary civil cases is therefore not
declared to be of no force and effect. The right of defendant- abdicated by an internal rule streamlining court procedure.48
appellant Bullion Investment and Development Corporation As a basic premise, the Court reiterates the principle that a
to physically possess, manage and control the Meisic Mall, court's acquisition of jurisdiction over a particular case's
now known as 11/88 Mall, is recognized. As to the other subject matter is different from incidents pertaining to the Hence, based on the foregoing, it is clear that Branch 46, RTC
aspects of the case, let this case be REMANDED to the RTC exercise of its jurisdiction.39 Jurisdiction over the subject of Manila, despite being designated as an SCC, has jurisdiction
of Manila, to be re-raff1ed to a regular court and not to a matter of a case is conferred by law, whereas a court's exercise to hear and decide Majestic's suit for specific performance.
special commercial court, for further proceedings and proper of jurisdiction, unless provided by the law itself, is governed
disposition, according to regular procedure. by the Rules of Court or by the orders issued from time to time Having disposed of the question of jurisdiction, the Court will
by the Supreme Court.40 The matter of whether the RTC now proceed to delve into the merits of the present petitions.
resolves an issue in the exercise of its general jurisdiction or of
SO ORDERED.36
its limited jurisdiction as a special court is only a matter of
There are two basic issues posed in these two petitions. First
procedure and has nothing to do with the question of
Aggrieved by the CA Decision, Majestic comes to this Court via is the correctness of the July 28, 2011 Decision of the RTC via
jurisdiction.41
the instant petition, docketed as G.R. No. 215289, on the summary judgment. Second is the propriety of ordering the
following grounds: execution of such Decision pending appeal. In turn, the Court
Moreover, it should be noted that Special Commercial Courts notes that both these issues hinge on the preliminary
(SCCs) are still considered courts of general determination of whether or not the RTC was correct in
I. THE HONORABLE COURT OF APPEALS SERIOUSLY jurisdiction.42 Section 5.243 of R.A. No. 8799, otherwise known considering the case appropriate for summary judgment. The
ERRED IN REVERSING THE DECISION OF THE as The Securities Regulation Code, directs merely the Court will, thus, follow the course taken by the CA and proceed
REGIONAL TRIAL COURT BRANCH 46 OF MANILA. Supreme Court's designation of RTC branches that shall to determine first if it was proper for the RTC to render its
exercise jurisdiction over intra-corporate disputes. The assailed summary judgment.
II. THE REGIONAL TRIAL COURT BRANCH 46 OF MANILA assignment of intra-corporate disputes to SCCs is only for the
HAS JURISDICTION OVER THE CASE. purpose of streamlining the workload of the RTCs so that
Summary judgment is a procedural device resorted to in order thereby gaining delay, taking advantage of the fact that their can be resolved and settled only by means of evidence
to avoid long drawn out litigations and useless delays.49 Relief answers are not under oath anyway. presented during trial. The documents and memorandum
by summary judgment is intended to expedite or promptly submitted by the parties all the more show that the facts
dispose of cases where the facts appear undisputed and certain pleaded are disputed or contested. It is true that the main
In determining the genuineness of the issues, and
from the pleadings, depositions, admissions and document from which the parties base their claims and
hence the propriety of rendering a summary
affidavits.50 Summary judgments are proper when, upon defenses is the same MOA and that the issue submitted for
judgment, the court is obliged to carefully study and
motion of the plaintiff or the defendant, the court finds that resolution before the RTC is which of the parties complied
appraise, not the tenor or contents of the pleadings,
the answer filed by the defendant does not tender a genuine with or violated the provisions of the said MOA. However,
but the facts alleged under oath by the parties and/or
issue as to any material fact and that one party is entitled to a arising from this main issue are conflicting allegations coming
their witnesses in the affidavits that they submitted
judgment as a matter of law.51But if there be a doubt as to from both parties. In turn, these allegations tender genuine
with the motion and the corresponding
such facts and there be an issue or issues of fact issues of fact necessitating the presentation of evidence, thus,
opposition. Thus, it is held that, even if the pleadings on
joined by the parties, neither one of them can pray for precluding the rendition of a summary judgment. Certainly,
their face appear to raise issues, a summary judgment is
a summary judgment.52Where the facts pleaded by the issue as to who violated the subject MOA, thus, raised by
proper so long as "the affidavits, depositions, and admissions
the parties are disputed or contested, proceedings for the parties and formulated by the RTC in its Amended Pre-
presented by the moving party show that such issues are not
a summary judgment cannot take the place of a trial.53 Trial Order, as well as the particular matters as to whether or
genuine."
not the said MOA has been validly rescinded and whether or
not Majestic has, in fact, incurred P134,522,803.22 in
In Calubaquib, et al. v. Republic of the Philippines,54 this
The filing of a motion and the conduct of a hearing on completing the construction of and in maintaining the
Court had the occasion to discuss the nature of a summary
the motion are, therefore, important because these operation of the Meisic Mall, are issues which may not be
judgment and to reiterate the conditions that should be met
enable the court to determine if the parties' categorized as frivolous and sham so as to dispense with the
before it can be resorted to, to wit:
pleadings, affidavits and exhibits in support of, or presentation of evidence in a formal trial.
against, the motion are sufficient to overcome the
xxxx opposing papers and adequately justify the finding
As to the issue of rescission of the subject MOA, Bullion
that, as a matter of law, the claim is clearly
contends that it rescinded the MOA because Majestic failed to
meritorious or there is no defense to the action. The
An examination of the Rules will readily show that a summary pay several installments of its obligations which are due
non-observance of the procedural requirements of
judgment is by no means a hasty one. It assumes a scrutiny of thereunder, which failure gives Bullion the right to rescind the
filing a motion and conducting a hearing on the said
facts in a summary hearing after the filing of a motion for same. On the other hand, Majestic opposes the rescission
motion warrants the setting aside of the summary
summary judgment by one party supported by affidavits, insisting that the MOA remains valid and binding for Bullion's
judgment.55
depositions, admissions, or other documents, with notice failure to comply with the conditions of a valid rescission as
upon the adverse party who may file an opposition to the set under the MOA. Majestic likewise argues that it was, in
motion supported also by affidavits, depositions, or other In the present case, it is true that both parties moved for the fact, Bullion which violated the provisions of the MOA. It is a
documents x x x. In spite of its expediting character, rendition of a summary judgment.56 However, it is apparent settled rule that extrajudicial rescission has a legal effect
relief by summary judgment can only be allowed after that the RTC did not comply with the procedural guidelines where the other party does not oppose it.57 Where it is objected
compliance with the minimum requirement of when it ordered that the case be submitted for summary to, a judicial determination of the issue is still
vigilance by the court in a summary hearing judgment without first conducting a hearing to determine if necessary.58 Thus, considering Majestic's strong opposition to
considering that this remedy is in derogation of a there are indeed no genuine issues of fact that would Bullion's rescission of the MOA, and since both parties allege
party's right to a plenary trial of his case. At any rate, a necessitate trial. The trial court merely required the parties to that the other had violated the MOA, the Court agrees with the
party who moves for summary judgment has the burden of submit their respective memoranda, together with their CA that the issue of rescission necessitates judicial
demonstrating clearly the absence of any genuine issue of fact, affidavits and exhibits and, although the parties presented intervention which entails examination by the trial court of
or that the issue posed in the complaint is so patently opposing claims, the RTC hastily rendered a summary evidence presented by the parties in a full-blown trial.
unsubstantial as not to constitute a genuine issue for trial, and judgment. Thus, the trial court erred in cursorily issuing the
any doubt as to the existence of such an issue is resolved said judgment.
Also, the Court finds no error in the ruling of the CA that the
against the movant.
aggregate sum of P134,522,803.22 alleged by Majestic as
Undoubtedly, the case at bar may not, even by the most liberal expenses it incurred in completing the construction of the
As mentioned above, a summary judgment is permitted only or strained interpretation, be considered as one not involving Meisic Mall, as well as in the acquisition of equipment and
if there is no genuine issue as to any material fact and the genuine issues of fact which necessitates presentation of facilities used therein, is yet to be substantiated by competent
moving party is entitled to a judgment as a matter of law. The evidence to determine which of the two conflicting assertions proof. The only evidence presented by Majestic to support its
test of the propriety of rendering summary judgments is the is correct. A careful examination of the pleadings will show claims is an Affidavit59 executed by the Finance Comptroller of
existence of a genuine issue of fact, as distinguished from a that Majestic's causes of action in its Complaint are anchored its allied corporation, accompanied by a summary of
sham, fictitious, contrived or false claim. A factual issue raised on Bullion's supposed violations of the provision of the subject Payments Made to Meisic Mall.60 Majestic has yet to present
by a party is considered as sham when by its nature it is MOA. On the other hand, Majestic's allegations are receipts or other competent documentary evidence to prove
evident that it cannot be proven or it is such that the party controverted by Bullion who, in a like manner, asserts that by the said payments. Moreover, these claims were specifically
tendering the same has neither any sincere intention nor virtue of Majestic's failure to comply with the provisions of the denied by Bullion in its Answer to the Complaint. In view of
adequate evidence to prove it. This usually happens in denials said MOA, it decided to rescind the same. These diametrically such denial, Majestic's claims are, thus, subject to
made by defendants merely for the sake of having an issue and opposed and conflicting claims present a factual dispute which confirmation and validation by proof during trial proper.
Morever, in a Special Division composed of five (5) Justices, xxxx Basic is the rule in corporation law that the business and
the CA in its February 19, 2008 Decision, which remanded the affairs of a corporation [are] handled by a Board of Directors
case to the RTC to be tried as an ordinary specific performance and not the controlling stockholder. All corporate powers are
A perusal of the complaint hypothetically admitting all the
case, held that Majestic's Complaint raises many factual issues exercised, all business conducted and all properties controlled
facts and allegations in the subject complaint [shows that]
which, while refuted by Bullion's Answer, would still have to by the Board of Directors. Hence, [even granting that]
there [are] sufficient factual averments where this Court can
be disproved by evidence in further proceedings.61 Also, in its Majestic has become the controlling stockholder of the Bullion
render valid judgments. Essentially, these causes of action
presently assailed Decision dated November 2, 2011, another x x x by itself alone, it cannot have the physical possession and
raise many factual issues traversing on the Memorandum of
Division of the CA, which annulled the RTC Order granting operate the business of the Meisic Mall.67
Agreement and the obligation of the defendant[s] to the
Majestic's motion for execution pending appeal, expressed
plaintiff which indeed have to be disproved by the defendants
misgivings with respect to the trial court's disposition of the
in a full blown trial as this was refuted in the Answer. Even the Finally, the Court agrees with the ruling of the CA which
case by ratiocinating in this wise:
comment in the motion for reconsideration establishing the ordered the remand of the case to the RTC of Manila to be re-
circumstances involving the rescission of the Memorandum of raffled to a noncommercial court for further proceedings and
What is more, the Court is mystified [perplexed?] on how the Agreement are clear factual matters which should be proved proper disposition.
public respondent judge came to rule as to the actions sought and threshed out in a full blown trial.64
to be implemented or enforced in the assailed Orders. Of
WHEREFORE, the instant petitions are DENIED. The
course, the Court is aware that the entry of private
On the basis of the foregoing, it is clear that the RTC erred in November 2, 2011 Decision and March 14, 2012 Resolution of
respondents shareholdings in the stock and transfer books,
rendering its assailed summary judgment. Thus, the CA did the Court of Appeals in CA-G.R. SP No. 121072
the amendment of value of its investments and the award of
not commit error in setting aside the said summary judgment. are AFFIRMED. The October 23, 2013 Decision and
physical possession of the Meisic Mall, are all contained in the
November 4, 2014 Resolution of the Court of Appeals in CA-
dispositive portion of the lower court's Decision. However, it
GR. CV No. 97537 are, likewise, AFFIRMED. The Executive
appears in the very same Decision that the proceedings before In view of this Court's affirmance of the CA ruling which
Judge of the Regional Trial Court of Manila is
the public respondent are summary in nature and that the sole reversed and set aside the July 28, 2011 Decision of the RTC,
hereby ORDERED to PROMPTLY RE-RAFFLE the case
issue which the parties agreed upon is who between these there is no longer any RTC judgment that may be executed.
among the non-commercial courts with a directive that the
parties violated the Memorandum of Agreement. Nothing Hence, the issue as to whether or not there are "good reasons"
same be resolved with deliberate dispatch.
more, nothing less.62 to execute the assailed Decision of the RTC has become moot
and academic. This is in accordance with our ruling in Osmeña
III v. Social Security System of the Philippines,65 where we SO ORDERED.
Furthermore, a perusal of the records of the case would show
defined a moot and academic case or issue as follows:
that Majestic itself is not totally convinced that the case is,
indeed, ripe for summary judgment. In its Motion for
Reconsideration of the May 13, 2010 Order of the RTC of A case or issue is considered moot and academic when it
Manila, which initially dismissed its Complaint on the ground ceases to present a justiciable controversy by virtue of
of lack of cause of action, Majestic argued for the need of a full- supervening events, so that an adjudication of the case or a
blown trial to thresh out the parties' conflicting claims, to wit: declaration on the issue would be of no practical value or use.
In such instance, there is no actual substantial relief which a
petitioner would be entitled to, and which would be negated
xxxx
by the dismissal of the petition. Courts generally decline
jurisdiction over such case or dismiss it on the ground of
As regard[s] defendant Bullion's alleged non commission of mootness - save when, among others, a compelling
any act or omission in violation of [Majestic's] rights and the constitutional issue raised requires the formulation of
failure of the latter to comply with its obligations, these are in controlling principles to guide the bench, the bar and the
no doubt, evidentiary matters which have yet to be established public; or when the case is capable of repetition yet evading
in a full blown trial. As the records would show, the case has judicial review.66
not even reached the pre-trial hearing and therefore, it
becomes too premature for the Honorable Court to make a
Consequently, this Court no longer finds any need to discuss
definite ruling on the alleged lack of cause of action.
and resolve the other issues raised in G.R. No. 201017.

Indeed, unless the parties have presented their respective

As to who between the parties has the right of possession,
evidence in chief, any findings on the alleged lack of cause of
control and operation of the Meisic Mall, suffice it to say that
action will be highly premature and speculative at best.63
the Court agrees with the disquisition of the CA in its October
23, 2013 Decision in CA-GR. CV No. 97537, which sustains the
In granting Majestic's Motion for Reconsideration, the RTC restoration of possession and control of the Meisic Mall in
agreed with Majestic's above-quoted argument and ruled, favor of Bullion, to wit:
thus: