VIEWMASTER CONSTRUCTION vs. MAULIT

  

VIEWMASTER CONSTRUCTION CORPORATION, petitioner vs. HON. REYNALDO Y. MAULIT in his official capacity as administrator of the Land Registration Authority; and EDGARDO CASTRO, acting register of deeds of Las Pias, Metro Manila, respondents

G.R. No. 136283 | February 29, 2000

 

FACTS:

The subject property is known as the Las Piñas property registered in the name of Peltan Development Inc. (now State Properties Corporation) covered by Transfer Certificate of Title No. (S-17992) 12473-A situated in Barrio Tindig na Manga, Las Piñas, Rizal.

 

The Chiong/Roxas family collectively owns and controls State Investment Trust, Inc. (formerly State Investment House, Inc.) and is the major shareholder of the following corporations, namely: State Land Investment Corporation, Philippine Development and Industrial Corporation and Stronghold Realty Development.

 

Sometime in 1995, the said family decided to give control and ownership over the said corporations to only one member of the family. It was agreed that the bidder who acquires 51% or more of the said companies shall be deemed the winner.

 

Defendant Allen Roxas, one of the stockholders of State Investment Trust, Inc. applied for a loan with First Metro Investment, Inc. (First Metro for brevity) in the amount of P36,500,000.00 in order to participate in the bidding.

 

Petitioner Viewmaster agreed to act as guarantor for the aforementioned loan in consideration for its participation in a Joint Venture Project to co-develop the real estate assets of State Investment Trust, Inc.

 

After a series of negotiations, petitioner Viewmaster and defendant Allen Roxas agreed that should the latter prevail and win in the bidding, he shall sell to petitioner fifty (50%) of the total eventual acquisitions of shares of stock in the State Investment Trust, Inc., at a purchase price equivalent to the successful bid price per share plus an additional ten percent (10%) per share.

 

Defendant Allen Roxas, eventually gained control and ownership of State Investment Trust, Inc. However, notwithstanding the lapse of two (2) years since defendant Allen Roxas became the controlling stockholder of State Investment Trust, Inc., he failed to take the necessary action to implement the Joint Venture Project with petitioner Viewmaster to co-develop the subject properties. Thus, petitioner’s counsel wrote defendant Allen Roxas, reiterating petitioner’s demand to comply with the agreement.

 

On September 8, 1995, petitioner Viewmaster filed a Complaint for Specific Performance, Enforcement of Implied Trust and Damages against State Investment Trust, Inc. Northeast Land Development, Inc., State Properties Corporation (formerly Peltan Development, Inc.) and defendant Allen Roxas, docketed as Civil Case No. 65277.

 

On September 11,1995, petitioner Viewmaster filed a Notice of Lis Pendens with the Register of Deeds for the annotation of a Notice of Lis Pendens on Transfer Certificate of Title No. (S-17992) 12473-A, registered in the name of Peltan Development, Inc. (now State Properties Corporation).

The respondent Register of Deeds of Las Piñas denied the request for annotation of the Notice of Lis Pendens on the following grounds:

1.       the request for annotation and the complaint [do] not contain an adequate description of the subject property;

2.       petitioner’s action only has an incidental effect on the property in question.

 

On September 20, 1995, petitioner filed an appeal to the respondent Land Registration Authority.

 

On December 14, 1995, the Respondent Land Registration Authority issued the assailed Resolution holding that the petitioner’s ‘Notice of Lis Pendens’ was not registrable.

 

The Court of Appeals affirmed the ruling of LRA

 

ISSUES:

1.                  Whether or not the petitioner failed to adequately describe the subject property in its complaint and in the notice of lis pendens.

2.                  Whether or not the Las Piñas property is directly involved in Civil Case No. 65277.

 

RULING:

 

1. No, the petitioner did not fail to adequately describe the subject property in its complaint and in the notice of lis pendens.

 

Petitioner contends that the absence of property’s technical description in either the notice of lis pendens or the Complaint is not a sufficient ground for rejecting its application, because a copy of TCT No. (S-17992) 12473-A specifically describing the property was attached to and made an integral part of both documents. The notice of lis pendens described the property as follows:

"A parcel of land situated in the Barrio of Tindig na Manga, Municipality of Las Piñas, Province of Rizal . . . One Hundred Sixty Seven (786,167) square meters, more or less."

 

The above does not adequately describe the subject property, pursuant to Section 14 of Rule 13 of the Rules of Court and Section 76 of Presidential Decree (PD) No. 1529. It does not distinguish the said property from other properties similarly located in the Barrio of Tindig na Manga, Municipality of Las Piñas, Province of Rizal. Indeed, by the above description alone, it would be impossible to identify the property.

 

However, petitioner specifically stated that the property referred to in the notice of lis pendens was the same parcel of land covered by TCT No. (S-17992) 12473-A:

"Please be notified that on 08 September 1995, the [p]laintiff in the above-entitled case filed an action against the above-named [d]efendants for specific performance, enforcement of an implied trust and damages, now pending in the Regional Trial Court of Pasig, Branch 166, which action involves a parcel of land covered by Transfer Certificate Title (TCT) No. (S-17992) 12473-A, registered in the name of Peltan Development Incorporated which changed its corporate name to State Properties Corporation, one of the [d]efendants in the aforesaid case. The said parcel of land is more particularly described as follows:chanrob1es virtual 1aw library

 

‘A parcel of land situated in the Barrio of Tindig na Manga, Municipality of Las Piñas, Province of Rizal . . . containing an area of Seven Hundred Eighty Six Thousand One Hundred Sixty Seven (786,167) square meters, more or less.’

 

"Request is therefore made [for] your good office to record this notice of pendency of the aforementioned action in TCT No. (S-17992) 12473-A for all legal purposes."

 

A copy of the TCT was attached to and made an integral part of both documents. Consequently, the notice of lis pendens submitted for registration, taken as a whole, leaves no doubt as to the identity of the property, the technical description of which appears on the attached TCT. We stress that the main purpose of the requirement that the notice should contain a technical description of the property is to ensure that the same can be distinguished and readily identified. In this case, we agree with petitioner that there was substantial compliance with this requirement.

 

2. Yes, the Las Piñas property is directly involved in Civil Case No. 65277.

Petitioner contends that the civil case subject of the notice of lis pendens directly involved the land in question, because it prayed for the enforcement of a prior agreement between herein petitioner and Defendant Allen Roxas to co-develop the latter’s property.

 

A notice of lis pendens, which literally means "pending suit," may involve actions that deal not only with the title or possession of a property, but even with the use or occupation thereof. Thus, Section 76 of PD 1529 reads:

"SECTION 76. Notice of lis pendens. — No action to recover possession of real estate, or to quite title thereto, or to remove clouds upon the title thereof, or for partition, or other proceedings of any kind in court directly affecting the title to land or the use or occupation thereof or the buildings thereon, and no judgment, and no proceeding to vacate or reverse any judgment, shall have any effect upon registered land as against persons other than the parties thereto, unless a memorandum or notice stating the institution of such action or proceeding and the court wherein the same is pending, as well as the date of the institution thereof, together with a reference to the number of the certificate of title, and an adequate description of the land affected and the registered owner thereof, shall have been filed and registered.

 

In the present case, petitioner’s Complaint docketed as Civil Case No. 65277 clearly warrants the registration of a notice of lis pendens.  Undeniably, the prayer that Defendant Allen Roxas be ordered to sell 50 percent of his shareholdings in State Investment does not directly involve title to the property and is therefore not a proper subject of a notice of lis pendens. Neither do the various amounts of damages prayed for justify such annotation.

 

We disagree, however, with the Court of Appeals and the respondents that the prayer for the co-development of the land was merely incidental to the sale of shares of defendant company.

 

The Complaint shows that the loan obtained by Allen Roxas (one of the defendants in civil case) from First Metro was guaranteed by petitioner for two distinct considerations: (a) to enable it to purchase 50 percent of the stocks that the said defendant may acquire in State Investment and (b) to co-develop with the defendants the Quezon City and the Las Piñas properties of the corporation. In other words, the co-development of the said properties is a separate undertaking that did not arise from petitioner’s acquisition of the defendant’s shares in the corporation. To repeat, the co-development is not merely auxiliary or incidental to the purchase of the shares; it is a distinct consideration for Viewmaster’s guaranty.

 

Hence, by virtue of the allege agreement with Allen Roxas, petitioner has a direct — not merely incidental — interest in the Las Piñas property. Contrary to respondent’s contention, the action involves not only the collection of a money judgment, but also the enforcement of petitioner’s right to co-develop and use the property.

 

In this light, the CA ruling left unprotected petitioner’s claim of co-development over the Las Piñas property. Hence, until the conflicting rights and interests are threshed out in the civil case pending before the RTC, it will be in the best interest of the parties and the public at large that a notice of the suit be given to the whole world.

 

 

 

WHEREFORE, the Petition is hereby GRANTED and the assailed Decision of the Court of Appeals REVERSED and SET ASIDE. The Las Piñas Register of Deeds is directed to cause the annotation of lis pendens in TCT No. (S-17992) 12473-A. No costs.