4.1.

Contribution of [Marsman Drysdale]-[Marsman Drysdale] shall

ARTICLE 1797 - RULES FOR THE DISTRIBUTION OF PROFITS AND LOSSES contribute the Property.

The total appraised value of the Property is PESOS: FOUR HUNDRED

1. Third Division TWENTY MILLION (P420,000,000.00).

MARSMAN DRYSDALE LAND, INC., G.R. No. 183374 For this purpose, [Marsman Drysdale] shall deliver the Property in a
Petitioner, buildable condition within ninety (90) days from signing of this Agreement
Present: barring any unforeseen circumstances over which [Marsman Drysdale] has
no control. Buildable condition shall mean that the old building/structure
- versus - CARPIO,*
which stands on the Property is demolished and taken to ground level.
CARPIO MORALES, Chairperson,
PHILIPPINE GEOANALYTICS, INC. AND GOTESCO BRION,
PROPERTIES, INC., ABAD,** and 4.2. Contribution of [Gotesco]- [Gotesco] shall contribute the amount of
Respondents. VILLARAMA, JR., JJ. PESOS: FOUR HUNDRED TWENTY MILLION
x--------------------------------------------x (P420,000,000.00) in cash which shall be payable as follows:
GOTESCO PROPERTIES, INC.,
Petitioner, 4.2.1. The amount of PESOS: FIFTY MILLION
G.R. No. 183376 (P50,000,000.00) upon signing of this Agreement.
- versus -
4.2.2. The balance of PESOS: THREE HUNDRED
MARSMAN DRYSDALE LAND, INC. AND SEVENTY MILLION (P370,000,000.00) shall be paid
PHILIPPINE GEOANALYTICS, INC., based on progress billings, relative to the development
Respondents. and construction of the Building, but shall in no case
Promulgated:
exceed ten (10) months from delivery of the Property in
June 29, 2010
a Buildable condition as defined in section 4.1.
x - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x
A joint account shall be opened and maintained by both
DECISION Parties for handling of said balance, among other
Project concerns.
CARPIO MORALES, J.:
4.3. Funding and Financing
On February 12, 1997, Marsman Drysdale Land, Inc. (Marsman Drysdale) and
Gotesco Properties, Inc. (Gotesco) entered into a Joint Venture Agreement (JVA) for the 4.3.1 Construction funding for the Project shall be obtained
construction and development of an office building on a land owned by Marsman Drysdale in from the cash contribution of [Gotesco].
Makati City.[1] 4.3.2 Subsequent funding shall be obtained from the pre-
selling of units in the Building or, when necessary, from
The JVA contained the following pertinent provisions: loans from various banks or financial
institutions. [Gotesco] shall arrange the required
SECTION 4. CAPITAL OF THE JV funding from such banks or financial institutions, under
such terms and conditions which will provide financing
It is the desire of the Parties herein to implement this Agreement rates favorable to the Parties.
by investing in the PROJECT on a FIFTY (50%) PERCENT- FIFTY (50%)
PERCENT basis. 4.3.3 [Marsman Drysdale] shall not be obligated to fund the
Project as its contribution is limited to the Property.
 4.3.4 If the cost of the Project exceeds the cash contribution
of [Gotesco], the proceeds obtained from the pre-selling
of units and proceeds from loans, the Parties shall agree
on other sources and terms of funding such excess as
soon as practicable.
4.3.5 x x x x.
4.3.6 x x x x.
4.3.7 x x x x.
4.3.8 All funds advanced by a Party (or by third parties in
substitution for advances from a Party) shall be repaid
by the JV.
4.3.9 If any Party agrees to make an advance to the Project
but fails to do so (in whole or in part) the other party
may advance the shortfall and the Party in default shall
indemnify the Party making the substitute advance on
demand for all of its losses, costs and expenses incurred
in so doing. (emphasis supplied; underscoring in the
original)
Via Technical Services Contract (TSC) dated July 14, 1997,[2] the joint venture
engaged the services of Philippine Geoanalytics, Inc. (PGI) to provide subsurface soil
exploration, laboratory testing, seismic study and geotechnical engineering for the
project. PGI, was, however, able to drill only four of five boreholes needed to conduct its
subsurface soil exploration and laboratory testing, justifying its failure to drill the remaining
borehole to the failure on the part of the joint venture partners to clear the area where the
drilling was to be made.[3] PGI was able to complete its seismic study though.
PGI then billed the joint venture on November 24, 1997 for P284,553.50
representing the cost of partial subsurface soil exploration; and on January 15, 1998
for P250,800 representing the cost of the completed seismic study. [4]
Despite repeated demands from PGI,[5] the joint venture failed to pay its obligations.
Meanwhile, due to unfavorable economic conditions at the time, the joint venture
was cut short and the planned building project was eventually shelved. [6]
PGI subsequently filed on November 11, 1999 a complaint for collection of sum of
money and damages at the Regional Trial Court (RTC) of Quezon City against Marsman
Drysdale and Gotesco.
In its Answer with Counterclaim and Cross-claim, Marsman Drysdale passed the
responsibility of paying PGI to Gotesco which, under the JVA, was solely liable for the
monetary expenses of the project.[7]
Gotesco, on the other hand, countered that PGI has no cause of action against it as
PGI had yet to complete the services enumerated in the contract; and that Marsman Drysdale
failed to clear the property of debris which prevented PGI from completing its work.[8]
By Decision of June 2, 2004,[9] Branch 226 of the Quezon City RTC rendered
judgment in favor of PGI, disposing as follows:
WHEREFORE, in view of all the foregoing, judgment is hereby
rendered in favor of plaintiff [PGI].
The defendants [Gotesco] and [Marsman Drysdale] are ordered
to pay plaintiff, jointly:
(1) the sum of P535,353.50 with legal interest from the
date of this decision until fully paid;
(2) the sum of P200,000.00 as exemplary damages;
(3) the sum of P200,000.00 as and for attorneys fees; and
(4) costs of suit.
The cross-claim of defendant [Marsman Drysdale] against
defendant [Gotesco] is hereby GRANTED as follows:
a) Defendant [Gotesco] is ordered to reimburse co-
defendant [Marsman Drysdale] in the amount of
P535,353.[50] in accordance with the [JVA].
b) Defendant [Gotesco] is further ordered to pay co-
defendant [Marsman Drysdale] the sum of P100,000.00
as and for attorneys fees.
SO ORDERED. (underscoring in the original; emphasis
supplied)
Marsman Drysdale moved for partial reconsideration, contending that it should not
have been held jointly liable with Gotesco on PGIs claim as well as on the awards of exemplary
damages and attorneys fees. The motion was, by Resolution of October 28, 2005, denied.
 Both Marsman Drysdale and Gotesco appealed to the Court of Appeals which, by
Decision of January 28, 2008,[10] affirmed with modification the decision of the trial
court. Thus the appellate court disposed:
WHEREFORE, premises considered, the instant appeal
is PARTLY GRANTED. The assailed Decision dated June 2, 2004 and the
Resolution dated October 28, 2005 of the RTC of Quezon City, Branch 226,
in Civil Case No. Q99-39248 are hereby AFFIRMED with
MODIFICATION deleting the award of exemplary damages in favor of
[PGI] and the P100,000.00 attorneys fees in favor of [Marsman Drysdale]
and ordering defendant-appellant [Gotesco] to REIMBURSE [Marsman
Drysdale] 50% of the aggregate sum due [PGI], instead of the lump sum
P535,353.00 awarded by the RTC. The rest of the Decision stands.
SO ORDERED. (capitalization and emphasis in the
original; underscoring supplied)
In partly affirming the trial courts decision, the appellate court ratiocinated that
notwithstanding the terms of the JVA, the joint venture cannot avoid payment of PGIs claim
since [the JVA] could not affect third persons like [PGI] because of the basic civil law principle
of relativity of contracts which provides that contracts can only bind the parties who entered
into it, and it cannot favor or prejudice a third person, even if he is aware of such contract and
has acted with knowledge thereof.[11]
Their motions for partial reconsideration having been denied,[12] Marsman Drysdale
and Gotesco filed separate petitions for review with the Court which were docketed as G.R.
Nos. 183374 and 183376, respectively. By Resolution of September 8, 2008, the Court
consolidated the petitions.
In G.R. No. 183374, Marsman Drysdale imputes error on the appellate court in
A. ADJUDGING [MARSMAN DRYSDALE] WITH JOINT
LIABILITY AFTER CONCEDING THAT [GOTESCO] SHOULD
ULTIMATELY BE SOLELY LIABLE TO [PGI].
B. AWARDING ATTORNEYS FEES IN FAVOR OF [PGI]
C. IGNORING THE FACT THAT [PGI] DID NOT COMPLY
WITH THE REQUIREMENT OF SATISFACTORY PERFORMANCE
OF ITS PRESTATION WHICH, PURSUANT TO THE TECHNICAL
SERVICES CONTRACT, IS THE CONDITION SINE QUA NON TO
COMPENSATION.
D. DISREGARDING CLEAR EVIDENCE SHOWING
[MARSMAN DRYSDALES] ENTITLEMENT TO AN AWARD OF
ATTORNEYS FEES.[13]
On the other hand, in G.R. No. 183376, Gotesco peddles that the appellate court
committed error when it
ORDERED [GOTESCO] TO PAY P535,353.50 AS COST
OF THE WORK PERFORMED BY [PGI] AND P100,000.00 [AS]
ATTORNEYS FEES [AND] TO REIMBURSE [MARSMAN
DRYSDALE] 50% OF P535,353.50 AND PAY [MARSMAN
DRYSDALE] P100,000.00 AS ATTORNEYS FEES. [14]
On the issue of whether PGI was indeed entitled to the payment of services it
rendered, the Court sees no imperative to re-examine the congruent findings of the trial and
appellate courts thereon. Undoubtedly, the exercise involves an examination of facts which is
normally beyond the ambit of the Courts functions under a petition for review, for it is well-
settled that this Court is not a trier of facts. While this judicial tenet admits of exceptions, such
as when the findings of facts of the appellate court are contrary to those of the trial courts,
or when the judgment is based on a misapprehension of facts, or when the findings of facts are
contradicted by the evidence on record,[15] these extenuating grounds find no application in the
present petitions.
AT ALL EVENTS, the Court is convinced that PGI had more than sufficiently
established its claims against the joint venture. In fact, Marsman Drysdale had long recognized
PGIs contractual claims when it (PGI) received a Certificate of Payment[16] from the joint
ventures project manager[17] which was endorsed to Gotesco for processing and payment.[18]
The core issue to be resolved then is which between joint venturers Marsman
Drysdale and Gotesco bears the liability to pay PGI its unpaid claims.
To Marsman Drysdale, it is Gotesco since, under the JVA, construction funding for
the project was to be obtained from Gotescos cash contribution, as its (Marsman Drysdales)
participation in the venture was limited to the land.
Gotesco maintains, however, that it has no liability to pay PGI since it was due to
the fault of Marsman Drysdale that PGI was unable to complete its undertaking.
The Court finds Marsman Drysdale and Gotesco jointly liable to PGI.
PGI executed a technical service contract with the joint venture and was never a
party to the JVA. While the JVA clearly spelled out, inter alia, the capital contributions of
Marsman Drysdale (land) and Gotesco (cash) as well as the funding and financing mechanism
for the project, the same cannot be used to defeat the lawful claim of PGI against the two joint
venturers-partners.
 The TSC clearly listed the joint venturers Marsman Drysdale and Gotesco as the
beneficial owner of the project,[19] and all billing invoices indicated the consortium therein as
the client.
As the appellate court held, Articles 1207 and 1208 of the Civil Code, which
respectively read:
Art. 1207. The concurrence of two or more creditors or of two or
more debtors in one and the same obligation does not imply that each one
of the former has a right to demand, or that each one of the latter is bound
to render, entire compliance with the prestations. There is a solidary liability
only when the obligation expressly so states, or when the law or nature of
the obligation requires solidarity.
Art. 1208. If from the law, or the nature or the wording of the
obligations to which the preceding article refers the contrary does not
appear, the credit or debt shall be presumed to be divided into as many equal
shares as there are creditors or debtors, the credits or debts being considered
distinct from one another, subject to the Rules of Court governing the
multiplicity of suits. (emphasis and underscoring supplied),
presume that the obligation owing to PGI is joint between Marsman Drysdale and Gotesco.
The only time that the JVA may be made to apply in the present petitions is when
the liability of the joint venturers to each other would set in.
A joint venture being a form of partnership, it is to be governed by the laws on
partnership.[20] Article 1797 of the Civil Code provides:
Art. 1797. The losses and profits shall be distributed in
conformity with the agreement. If only the share of each partner in
the profits has been agreed upon, the share of each in the losses shall be in
the same proportion.
In the absence of stipulation, the share of each in the profits and
losses shall be in proportion to what he may have contributed, but the
industrial partner shall not be liable for the losses.As for the profits, the
industrial partner shall receive such share as may be just and equitable under
the circumstances. If besides his services he has contributed capital, he shall
also receive a share in the profits in proportion to his capital. (emphasis and
underscoring supplied)
In the JVA, Marsman Drysdale and Gotesco agreed on a 50-50 ratio on the proceeds
of the project.[21] They did not provide for the splitting of losses, however. Applying the above-
quoted provision of Article 1797 then, the same ratio applies in splitting the P535,353.50
obligation-loss of the joint venture.
The appellate courts decision must be modified, however. Marsman Drysdale and
Gotesco being jointly liable, there is no need for Gotesco to reimburse Marsman Drysdale for
50% of the aggregate sum due to PGI.
Allowing Marsman Drysdale to recover from Gotesco what it paid to PGI would not
only be contrary to the law on partnership on division of losses but would partake of a clear
case of unjust enrichment at Gotescos expense. The grant by the lower courts of Marsman
Drysdale cross-claim against Gotesco was thus erroneous.
Marsman Drysdales supplication for the award of attorneys fees in its favor must be
denied. It cannot claim that it was compelled to litigate or that the civil action or proceeding
against it was clearly unfounded, for the JVA provided that, in the event a party advances
funds for the project, the joint venture shall repay the advancing party. [22]
Marsman Drysdale was thus not precluded from advancing funds to pay for PGIs
contracted services to abate any legal action against the joint venture itself. It was in fact
hardline insistence on Gotesco having sole responsibility to pay for the obligation, despite the
fact that PGIs services redounded to the benefit of the joint venture, that spawned the legal
action against it and Gotesco.
Finally, an interest of 12% per annum on the outstanding obligation must be imposed
from the time of demand[23] as the delay in payment makes the obligation one of forbearance of
money, conformably with this Courts ruling in Eastern Shipping Lines, Inc. v. Court of
Appeals.[24] Marsman Drysdale and Gotesco should bear legal interest on their respective
obligations.
WHEREFORE, the assailed Decision and Resolution of the Court of Appeals
are AFFIRMED with MODIFICATION in that the order for Gotesco to reimburse Marsman
Drysdale is DELETED, and interest of 12% per annum on the respective obligations of
Marsman Drysdale and Gotesco is imposed, computed from the last demand or on January 5,
1999 up to the finality of the Decision.
If the adjudged amount and the interest remain unpaid thereafter, the interest rate shall
be 12% per annum computed from the time the judgment becomes final and executory until it
is fully satisfied. The appealed decision is, in all other respects, affirmed.
Costs against petitioners Marsman Drysdale and Gotesco.
SO ORDERED.
 2. FIRST DIVISION Pacita Jarantilla, the heirs also agreed to allot the produce of the said real properties for the years
1947-1949 for the studies of Rafael and Antonieta Jarantilla.[8]
FEDERICO JARANTILLA, JR., G.R. No. 154486
Petitioner, In the same year, the spouses Rosita Jarantilla and Vivencio Deocampo entered into
Present: an agreement with the spouses Buenaventura Remotigue and Conchita Jarantilla to provide
mutual assistance to each other by way of financial support to any commercial and agricultural
- versus - CORONA, C.J.,
activity on a joint business arrangement. This business relationship proved to be successful as
Chairperson,
LEONARDO-DE CASTRO, they were able to establish a manufacturing and trading business, acquire real properties, and
ANTONIETA JARANTILLA, BUENAVENTURA PERALTA,* construct buildings, among other things.[9] This partnership ended in 1973 when the parties, in
REMOTIGUE,SUBSTITUTED BY CYNTHIA ABAD,** and an Agreement,[10] voluntarily agreed to completely dissolve their joint business
REMOTIGUE, DOROTEO JARANTILLA and TOMAS PEREZ, JJ. relationship/arrangement.[11]
JARANTILLA,
Respondents. Promulgated: On April 29, 1957, the spouses Buenaventura and Conchita Remotigue executed a
December 1, 2010 document wherein they acknowledged that while registered only in Buenaventura Remotigues
x- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x name, they were not the only owners of the capital of the businesses Manila Athletic Supply
(712 Raon Street, Manila), Remotigue Trading (Calle Real, Iloilo City) and Remotigue Trading
(Cotabato City). In this same Acknowledgement of Participating Capital, they stated the
DECISION participating capital of their co-owners as of the year 1952, with Antonieta Jarantillas stated as
eight thousand pesos (P8,000.00) and Federico Jarantilla, Jr.s as five thousand pesos
(P5,000.00).[12]
LEONARDO-DE CASTRO, J.:
The present case stems from the amended complaint[13] dated April 22, 1987 filed by
This petition for review on certiorari[1] seeks to modify the Decision[2] of the Court Antonieta Jarantilla against Buenaventura Remotigue, Cynthia Remotigue, Federico Jarantilla,
of Appeals dated July 30, 2002 in CA-G.R. CV No. 40887, which set aside the Decision[3] dated Jr., Doroteo Jarantilla and Tomas Jarantilla, for the accounting of the assets and income of the
December 18, 1992 of the Regional Trial Court (RTC) of Quezon City, Branch 98 in Civil Case co-ownership, for its partition and the delivery of her share corresponding to eight percent (8%),
No. Q-50464. and for damages. Antonieta claimed that in 1946, she had entered into an agreement with
Conchita and Buenaventura Remotigue, Rafael Jarantilla, and Rosita and Vivencio Deocampo
The pertinent facts are as follows: to engage in business. Antonieta alleged that the initial contribution of property and money came
from the heirs inheritance, and her subsequent annual investment of seven thousand five
The spouses Andres Jarantilla and Felisa Jaleco were survived by eight children: hundred pesos (P7,500.00) as additional capital came from the proceeds of her farm. Antonieta
Federico, Delfin, Benjamin, Conchita, Rosita, Pacita, Rafael and Antonieta. [4] Petitioner also alleged that from 1946-1969, she had helped in the management of the business they co-
Federico Jarantilla, Jr. is the grandchild of the late Jarantilla spouses by their son Federico owned without receiving any salary. Her salary was supposedly rolled back into the business as
Jarantilla, Sr. and his wife Leda Jamili.[5] Petitioner also has two other brothers: Doroteo and additional investments in her behalf. Antonieta further claimed co-ownership of certain
Tomas Jarantilla. properties[14] (the subject real properties) in the name of the defendants since the only way the
defendants could have purchased these properties were through the partnership as they had no
Petitioner was one of the defendants in the complaint before the RTC while Antonieta other source of income.
Jarantilla, his aunt, was the plaintiff therein. His co-respondents before he joined his aunt
Antonieta in her complaint, were his late aunt Conchita Jarantillas husband Buenaventura The respondents, including petitioner herein, in their Answer,[15] denied having
Remotigue, who died during the pendency of the case, his cousin Cynthia Remotigue, the formed a partnership with Antonieta in 1946. They claimed that she was in no position to do so
adopted daughter of Conchita Jarantilla and Buenaventura Remotigue, and his brothers Doroteo as she was still in school at that time. In fact, the proceeds of the lands they partitioned were
and Tomas Jarantilla.[6] devoted to her studies. They also averred that while she may have helped in the businesses that
her older sister Conchita had formed with Buenaventura Remotigue, she was paid her due
In 1948, the Jarantilla heirs extrajudicially partitioned amongst themselves the real salary. They did not deny the existence and validity of the Acknowledgement of Participating
properties of their deceased parents.[7] With the exception of the real property adjudicated to Capital and in fact used this as evidence to support their claim that Antonietas 8% share was
limited to the businesses enumerated therein.With regard to Antonietas claim in their other
corporations and businesses, the respondents said these should also be limited to the number of
her shares as specified in the respective articles of incorporation. The respondents denied using
the partnerships income to purchase the subject real properties and said that the certificates of
title should be binding on her.[16]
During the course of the trial at the RTC, petitioner Federico Jarantilla, Jr., who was
one of the original defendants, entered into a compromise agreement[17] with Antonieta
Jarantilla wherein he supported Antonietas claims and asserted that he too was entitled to six
percent (6%) of the supposed partnership in the same manner as Antonieta was. He prayed for
a favorable judgment in this wise:
Defendant Federico Jarantilla, Jr., hereby joins in plaintiffs prayer
for an accounting from the other defendants, and the partition of the
properties of the co-ownership and the delivery to the plaintiff and to
defendant Federico Jarantilla, Jr. of their rightful share of the assets and
properties in the co-ownership.[18]
The RTC, in an Order[19] dated March 25, 1992, approved the Joint Motion to Approve
Compromise Agreement[20] and on December 18, 1992, decided in favor of Antonieta, to wit:
WHEREFORE, premises above-considered, the Court renders
judgment in favor of the plaintiff Antonieta Jarantilla and against
defendants Cynthia Remotigue, Doroteo Jarantilla and Tomas Jarantilla
ordering the latter:
1. to deliver to the plaintiff her 8% share or its equivalent
amount on the real properties covered by TCT Nos. 35655,
338398, 338399 & 335395, all of the Registry of Deeds of
Quezon City; TCT Nos. (18303)23341, 142882 &
490007(4615), all of the Registry of Deeds of Rizal; and
TCT No. T-6309 of the Registry of Deeds of Cotabato based
on their present market value;
2. to deliver to the plaintiff her 8% share or its equivalent
amount on the Remotigue Agro-Industrial Corporation,
Manila Athletic Supply, Inc., MAS Rubber Products, Inc.
and Buendia Recapping Corporation based on the shares of
stocks present book value;
3. to account for the assets and income of the co-ownership
and deliver to plaintiff her rightful share thereof equivalent
to 8%;
4. to pay plaintiff, jointly and severally, the sum of P50,000.00
as moral damages;
5. to pay, jointly and severally, the sum of P50,000.00 as
attorneys fees; and
6. to pay, jointly and severally, the costs of the suit.[21]
Both the petitioner and the respondents appealed this decision to the Court of
Appeals. The petitioner claimed that the RTC erred in not rendering a complete judgment and
ordering the partition of the co-ownership and giving to [him] six per centum (6%) of the
properties.[22]
While the Court of Appeals agreed to some of the RTCs factual findings, it also
established that Antonieta Jarantilla was not part of the partnership formed in 1946, and that her
8% share was limited to the businesses enumerated in the Acknowledgement of Participating
Capital. On July 30, 2002, the Court of Appeals rendered the herein challenged decision setting
aside the RTCs decision, as follows:
WHEREFORE, the decision of the trial court, dated 18 December 1992 is
SET ASIDE and a new one is hereby entered ordering that:
(1) after accounting, plaintiff Antonieta Jarantilla be given her
share of 8% in the assets and profits of Manila Athletic
Supply, Remotigue Trading in Iloilo City and Remotigue
Trading in Cotabato City;
(2) after accounting, defendant Federico Jarantilla, Jr. be given
his share of 6% of the assets and profits of the above-
mentioned enterprises; and, holding that
(3) plaintiff Antonieta Jarantilla is a stockholder in the following
corporations to the extent stated in their Articles of
Incorporation:
(a) Rural Bank of Barotac Nuevo, Inc.;
(b) MAS Rubber Products, Inc.;
(c) Manila Athletic Supply, Inc.; and
(d) B. Remotigue Agro-Industrial Development Corp.
(4) No costs.[23]
 The respondents, on August 20, 2002, filed a Motion for Partial Reconsideration but
the Court of Appeals denied this in a Resolution[24] dated March 21, 2003.
Antonieta Jarantilla filed before this Court her own petition for review
on certiorari[25] dated September 16, 2002, assailing the Court of Appeals decision on similar
grounds and similar assignments of errors as this present case[26] but it was dismissed on
November 20, 2002 for failure to file the appeal within the reglementary period of fifteen (15)
days in accordance with Section 2, Rule 45 of the Rules of Court.[27]
Petitioner filed before us this petition for review on the sole ground that:
THE HONORABLE COURT OF APPEALS SERIOUSLY ERRED IN
NOT RULING THAT PETITIONER FEDERICO JARANTILLA, JR. IS
ENTITLED TO A SIX PER CENTUM (6%) SHARE OF THE
OWNERSHIP OF THE REAL PROPERTIES ACQUIRED BY THE
OTHER DEFENDANTS USING COMMON FUNDS FROM THE
BUSINESSES WHERE HE HAD OWNED SUCH SHARE.[28]
Petitioner asserts that he was in a partnership with the Remotigue spouses, the
Deocampo spouses, Rosita Jarantilla, Rafael Jarantilla, Antonieta Jarantilla and Quintin
Vismanos, as evidenced by the Acknowledgement of Participating Capital the Remotigue
spouses executed in 1957. He contends that from this partnership, several other corporations
and businesses were established and several real properties were acquired. In this petition, he is
essentially asking for his 6% share in the subject real properties. He is relying on the
Acknowledgement of Participating Capital, on his own testimony, and Antonieta Jarantillas
testimony to support this contention.
The core issue is whether or not the partnership subject of the Acknowledgement of
Participating Capital funded the subject real properties. In other words, what is the petitioners
right over these real properties?
It is a settled rule that in a petition for review on certiorari under Rule 45 of the Rules
of Civil Procedure, only questions of law may be raised by the parties and passed upon by this
Court.[29]
A question of law arises when there is doubt as to what the law is
on a certain state of facts, while there is a question of fact when the doubt
arises as to the truth or falsity of the alleged facts. For a question to be one
of law, the same must not involve an examination of the probative value of
the evidence presented by the litigants or any of them. The resolution of the
issue must rest solely on what the law provides on the given set of
circumstances. Once it is clear that the issue invites a review of the evidence
presented, the question posed is one of fact. Thus, the test of whether a
question is one of law or of fact is not the appellation given to such question
by the party raising the same; rather, it is whether the appellate court can
determine the issue raised without reviewing or evaluating the evidence, in
which case, it is a question of law; otherwise it is a question of fact. [30]
Since the Court of Appeals did not fully adopt the factual findings of the RTC, this
Court, in resolving the questions of law that are now in issue, shall look into the facts only in so
far as the two courts a quo differed in their appreciation thereof.
The RTC found that an unregistered partnership existed since 1946 which was
affirmed in the 1957 document, the Acknowledgement of Participating Capital. The RTC used
this as its basis for giving Antonieta Jarantilla an 8% share in the three businesses listed therein
and in the other businesses and real properties of the respondents as they had supposedly
acquired these through funds from the partnership.[31]
The Court of Appeals, on the other hand, agreed with the RTC as to Antonietas 8%
share in the business enumerated in the Acknowledgement of Participating Capital, but not as
to her share in the other corporations and real properties. The Court of Appeals ruled that
Antonietas claim of 8% is based on the Acknowledgement of Participating Capital, a duly
notarized document which was specific as to the subject of its coverage. Hence, there was no
reason to pattern her share in the other corporations from her share in the partnerships
businesses. The Court of Appeals also said that her claim in the respondents real properties was
more precarious as these were all covered by certificates of title which served as the best
evidence as to all the matters contained therein.[32] Since petitioners claim was essentially the
same as Antonietas, the Court of Appeals also ruled that petitioner be given his 6% share in the
same businesses listed in the Acknowledgement of Participating Capital.
Factual findings of the trial court, when confirmed by the Court of Appeals, are final
and conclusive except in the following cases: (1) when the inference made is manifestly
mistaken, absurd or impossible; (2) when there is a grave abuse of discretion; (3) when the
finding is grounded entirely on speculations, surmises or conjectures; (4) when the judgment of
the Court of Appeals is based on misapprehension of facts; (5) when the findings of fact are
conflicting; (6) when the Court of Appeals, in making its findings, went beyond the issues of
the case and the same is contrary to the admissions of both appellant and appellee; (7) when the
findings of the Court of Appeals are contrary to those of the trial court; (8) when the findings of
fact are conclusions without citation of specific evidence on which they are based; (9) when the
Court of Appeals manifestly overlooked certain relevant facts not disputed by the parties and
which, if properly considered, would justify a different conclusion; and (10) when the findings
of fact of the Court of Appeals are premised on the absence of evidence and are contradicted by
the evidence on record.[33]
In this case, we find no error in the ruling of the Court of Appeals.
Both the petitioner and Antonieta Jarantilla characterize their relationship with the respondents
as a co-ownership, but in the same breath, assert that a verbal partnership was formed in 1946
and was affirmed in the 1957 Acknowledgement of Participating Capital.
 There is a co-ownership when an undivided thing or right belongs to different
persons.[34] It is a partnership when two or more persons bind themselves to contribute money,
property, or industry to a common fund, with the intention of dividing the profits among
themselves.[35] The Court, in Pascual v. The Commissioner of Internal Revenue,[36] quoted the
concurring opinion of Mr. Justice Angelo Bautista in Evangelista v. The Collector of Internal
Revenue[37] to further elucidate on the distinctions between a co-ownership and a partnership,
to wit:
I wish however to make the following observation: Article 1769
of the new Civil Code lays down the rule for determining when a transaction
should be deemed a partnership or a co-ownership. Said article paragraphs
2 and 3, provides;
(2) Co-ownership or co-possession does not itself establish a
partnership, whether such co-owners or co-possessors do or do not share
any profits made by the use of the property;
(3) The sharing of gross returns does not of itself establish a
partnership, whether or not the persons sharing them have a joint or
common right or interest in any property from which the returns are derived;
From the above it appears that the fact that those who agree to
form a co- ownership share or do not share any profits made by the use of
the property held in common does not convert their venture into a
partnership. Or the sharing of the gross returns does not of itself establish
a partnership whether or not the persons sharing therein have a joint or
common right or interest in the property. This only means that, aside from
the circumstance of profit, the presence of other elements constituting
partnership is necessary, such as the clear intent to form a partnership, the
existence of a juridical personality different from that of the individual
partners, and the freedom to transfer or assign any interest in the property
by one with the consent of the others.
It is evident that an isolated transaction whereby two or more
persons contribute funds to buy certain real estate for profit in the absence
of other circumstances showing a contrary intention cannot be considered
a partnership.
Persons who contribute property or funds for a common
enterprise and agree to share the gross returns of that enterprise in
proportion to their contribution, but who severally retain the title to their
respective contribution, are not thereby rendered partners. They have no
common stock or capital, and no community of interest as principal
proprietors in the business itself which the proceeds derived.
A joint purchase of land, by two, does not constitute a co-
partnership in respect thereto; nor does an agreement to share the profits
and losses on the sale of land create a partnership; the parties are only
tenants in common.
Where plaintiff, his brother, and another agreed to become
owners of a single tract of realty, holding as tenants in common, and to
divide the profits of disposing of it, the brother and the other not being
entitled to share in plaintiffs commission, no partnership existed as between
the three parties, whatever their relation may have been as to third parties.
In order to constitute a partnership inter sese there must be: (a)
An intent to form the same; (b) generally participating in both profits and
losses; (c) and such a community of interest, as far as third persons are
concerned as enables each party to make contract, manage the business,
and dispose of the whole property. x x x.
The common ownership of property does not itself create a
partnership between the owners, though they may use it for the purpose of
making gains; and they may, without becoming partners, agree among
themselves as to the management, and use of such property and the
application of the proceeds therefrom.[38] (Citations omitted.)
Under Article 1767 of the Civil Code, there are two essential elements in a contract
of partnership: (a) an agreement to contribute money, property or industry to a common fund;
and (b) intent to divide the profits among the contracting parties. The first element is
undoubtedly present in the case at bar, for, admittedly, all the parties in this case have agreed
to, and did, contribute money and property to a common fund. Hence, the issue narrows down
to their intent in acting as they did.[39] It is not denied that all the parties in this case have agreed
to contribute capital to a common fund to be able to later on share its profits. They have admitted
this fact, agreed to its veracity, and even submitted one common documentary evidence to prove
such partnership - the Acknowledgement of Participating Capital.
As this case revolves around the legal effects of the Acknowledgement of
Participating Capital, it would be instructive to examine the pertinent portions of this document:
ACKNOWLEDGEMENT OF
PARTICIPATING CAPITAL
KNOW ALL MEN BY THESE PRESENTS:
That we, the spouses Buenaventura Remotigue and Conchita Jarantilla de
Remotigue, both of legal age, Filipinos and residents of Loyola Heights,
Quezon City, P.I. hereby state:
 That the Manila Athletic Supply at 712 Raon, Manila, the Remotigue
Trading of Calle Real, Iloilo City and the Remotigue Trading, Cotabato
Branch, Cotabato, P.I., all dealing in athletic goods and equipments, and
general merchandise are recorded in their respective books with
Buenaventura Remotigue as the registered owner and are being operated by
them as such:
That they are not the only owners of the capital of the three
establishments and their participation in the capital of the three
establishments together with the other co-owners as of the year 1952 are
stated as follows:
1. Buenaventura Remotigue (TWENTY-FIVE P25,000.00
THOUSAND)
2. Conchita Jarantilla de Remotigue (TWENTY-FIVE
THOUSAND)
25,000.00
3. Vicencio Deocampo (FIFTEEN THOUSAND) 15,000.00
4. Rosita J. Deocampo (FIFTEEN THOUSAND).... 15,000.00
5. Antonieta Jarantilla (EIGHT THOUSAND).. 8,000.00
6. Rafael Jarantilla (SIX THOUSAND).. ... 6,000.00
7. Federico Jarantilla, Jr. (FIVE THOUSAND).. 5,000.00
8. Quintin Vismanos (TWO THOUSAND)... 2,000.00
That aside from the persons mentioned in the next preceding paragraph, no
other person has any interest in the above-mentioned three establishments.
IN WITNESS WHEREOF, they sign this instrument in the City of Manila,
P.I., this 29th day of April, 1957.
[Sgd.]
BUENAVENTURA REMOTIGUE
[Sgd.]
CONCHITA JARANTILLA DE REMOTIGUE
The Acknowledgement of Participating Capital is a duly notarized document voluntarily
executed by Conchita Jarantilla-Remotigue and Buenaventura Remotigue in 1957.Petitioner
does not dispute its contents and is actually relying on it to prove his participation in the
partnership. Article 1797 of the Civil Code provides:
Art. 1797. The losses and profits shall be distributed in
conformity with the agreement. If only the share of each partner in the
profits has been agreed upon, the share of each in the losses shall be in the
same proportion.
In the absence of stipulation, the share of each partner in the
profits and losses shall be in proportion to what he may have
contributed, but the industrial partner shall not be liable for the losses. As
for the profits, the industrial partner shall receive such share as may be just
and equitable under the circumstances. If besides his services he has
contributed capital, he shall also receive a share in the profits in proportion
to his capital. (Emphases supplied.)
It is clear from the foregoing that a partner is entitled only to his share as agreed upon,
or in the absence of any such stipulations, then to his share in proportion to his contribution to
the partnership. The petitioner himself claims his share to be 6%, as stated in the
Acknowledgement of Participating Capital. However, petitioner fails to realize that this
document specifically enumerated the businesses covered by the partnership: Manila Athletic
Supply, Remotigue Trading in Iloilo City and Remotigue Trading in Cotabato City. Since there
was a clear agreement that the capital the partners contributed went to the three businesses, then
there is no reason to deviate from such agreement and go beyond the stipulations in the
document. Therefore, the Court of Appeals did not err in limiting petitioners share to the assets
of the businesses enumerated in the Acknowledgement of Participating Capital.
In Villareal v. Ramirez,[41] the Court held that since a partnership is a separate juridical
entity, the shares to be paid out to the partners is necessarily limited only to its total resources,
to wit:
Since it is the partnership, as a separate and distinct entity, that
must refund the shares of the partners, the amount to be refunded is
necessarily limited to its total resources. In other words, it can only pay out
what it has in its coffers, which consists of all its assets. However, before
the partners can be paid their shares, the creditors of the partnership must
first be compensated. After all the creditors have been paid, whatever is left
of the partnership assets becomes available for the payment of the partners
shares.[42]
There is no evidence that the subject real properties were assets of the partnership
referred to in the Acknowledgement of Participating Capital.
The petitioner further asserts that he is entitled to respondents properties based on the
concept of trust. He claims that since the subject real properties were purchased using funds of
the partnership, wherein he has a 6% share, then law and equity mandates that he should be
considered as a co-owner of those properties in such proportion.[43] In Pigao v. Rabanillo,[44] this
Court explained the concept of trusts, to wit:
 Express trusts are created by the intention of the trustor or of the parties,
while implied trusts come into being by operation of law, either through
implication of an intention to create a trust as a matter of law or through the
imposition of the trust irrespective of, and even contrary to, any such
intention. In turn, implied trusts are either resulting or constructive trusts.
Resulting trusts are based on the equitable doctrine that valuable
consideration and not legal title determines the equitable title or interest and
are presumed always to have been contemplated by the parties. They arise
from the nature or circumstances of the consideration involved in a
transaction whereby one person thereby becomes invested with legal title
but is obligated in equity to hold his legal title for the benefit of another.[45]
On proving the existence of a trust, this Court held that:
Respondent has presented only bare assertions that a trust was
created. Noting the need to prove the existence of a trust, this Court has
held thus:
As a rule, the burden of proving the existence
of a trust is on the party asserting its existence, and such
proof must be clear and satisfactorily show the
existence of the trust and its elements. While implied
trusts may be proved by oral evidence, the evidence
must be trustworthy and received by the courts with
extreme caution, and should not be made to rest on
loose, equivocal or indefinite declarations. Trustworthy
evidence is required because oral evidence can easily
be fabricated. [46]
The petitioner has failed to prove that there exists a trust over the subject real
properties. Aside from his bare allegations, he has failed to show that the respondents used the
partnerships money to purchase the said properties. Even
assuming arguendo that some partnership income was used to acquire these properties, the
petitioner should have successfully shown that these funds came from his share in the
partnership profits. After all, by his own admission, and as stated in the Acknowledgement of
Participating Capital, he owned a mere 6% equity in the partnership.
In essence, the petitioner is claiming his 6% share in the subject real properties, by
relying on his own self-serving testimony and the equally biased testimony of Antonieta
Jarantilla. Petitioner has not presented evidence, other than these unsubstantiated testimonies,
to prove that the respondents did not have the means to fund their other businesses and real
properties without the partnerships income. On the other hand, the respondents have not only,
by testimonial evidence, proven their case against the petitioner, but have also presented
sufficient documentary evidence to substantiate their claims, allegations and
defenses. They presented preponderant proof on how they acquired and funded such properties
in addition to tax receipts and tax declarations.[47] It has been held that while tax declarations
and realty tax receipts do not conclusively prove ownership, they may constitute strong evidence
of ownership when accompanied by possession for a period sufficient for
prescription.[48] Moreover, it is a rule in this jurisdiction that testimonial evidence cannot prevail
over documentary evidence.[49] This Court had on several occasions, expressed our disapproval
on using mere self-serving testimonies to support ones claim. In Ocampo v. Ocampo,[50] a case
on partition of a co-ownership, we held that:
Petitioners assert that their claim of co-ownership of the property
was sufficiently proved by their witnesses -- Luisa Ocampo-Llorin and
Melita Ocampo. We disagree. Their testimonies cannot prevail over the
array of documents presented by Belen. A claim of ownership cannot be
based simply on the testimonies of witnesses; much less on those of
interested parties, self-serving as they are.[51]
It is true that a certificate of title is merely an evidence of ownership or title over the
particular property described therein. Registration in the Torrens system does not create or vest
title as registration is not a mode of acquiring ownership; hence, this cannot deprive an aggrieved
party of a remedy in law.[52] However, petitioner asserts ownership over portions of the subject
real properties on the strength of his own admissions and on the testimony of Antonieta
Jarantilla. As held by this Court in Republic of the Philippines v. Orfinada, Sr.[53]:
Indeed, a Torrens title is generally conclusive evidence of ownership of the
land referred to therein, and a strong presumption exists that a Torrens title
was regularly issued and valid. A Torrens title is incontrovertible against
any informacion possessoria, of other title existing prior to the issuance
thereof not annotated on the Torrens title. Moreover, persons dealing with
property covered by a Torrens certificate of title are not required to go
beyond what appears on its face.[54]
As we have settled that this action never really was for partition of a co-ownership, to
permit petitioners claim on these properties is to allow a collateral, indirect attack on
respondents admitted titles. In the words of the Court of Appeals, such evidence cannot
overpower the conclusiveness of these certificates of title, more so since plaintiffs [petitioners]
claims amount to a collateral attack, which is prohibited under Section 48 of Presidential Decree
No. 1529, the Property Registration Decree.[55]
SEC. 48. Certificate not subject to collateral attack. A certificate of title
shall not be subject to collateral attack. It cannot be altered, modified, or
cancelled except in a direct proceeding in accordance with law.

This Court has deemed an action or proceeding to be an attack on a title when its
objective is to nullify the title, thereby challenging the judgment pursuant to which the title was
decreed.[56] In Aguilar v. Alfaro,[57] this Court further distinguished between a direct and an
indirect or collateral attack, as follows:
A collateral attack transpires when, in another action to obtain a
different relief and as an incident to the present action, an attack is made
against the judgment granting the title. This manner of attack is to be
distinguished from a direct attack against a judgment granting the title,
through an action whose main objective is to annul, set aside, or enjoin the
enforcement of such judgment if not yet implemented, or to seek recovery
if the property titled under the judgment had been disposed of. x x x.
Petitioners only piece of documentary evidence is the Acknowledgement of
Participating Capital, which as discussed above, failed to prove that the real properties he is
claiming co-ownership of were acquired out of the proceeds of the businesses covered by such
document. Therefore, petitioners theory has no factual or legal leg to stand on.
WHEREFORE, the Petition is hereby DENIED and the Decision of the Court of
Appeals in CA-G.R. CV No. 40887, dated July 30, 2002 is AFFIRMED.
SO ORDERED.
3. FIRST DIVISION
G.R. No. 85494 May 7, 1991
CHOITHRAM JETHMAL RAMNANI AND/OR NIRMLA V. RAMNANI and MOTI G.
RAMNANI, petitioners,
vs.
COURT OF APPEALS, SPOUSES ISHWAR JETHMAL RAMNANI, SONYA
JETHMAL RAMNANI and OVERSEAS HOLDING CO., LTD., respondents.
G.R. No. 85496 May 7, 1991
SPOUSES ISHWAR JETHMAL RAMNANI AND SONYA JET RAMNANI, petitioners,
vs.
THE HONORABLE COURT OF APPEALS, ORTIGAS & CO., LTD. PARTNERSHIP,
and OVERSEAS HOLDING CO., LTD., respondents.
GANCAYCO, J.:
This case involves the bitter quarrel of two brothers over two (2) parcels of land and its
improvements now worth a fortune. The bone of contention is the apparently conflicting factual
findings of the trial court and the appellate court, the resolution of which will materially affect
the result of the contest.
The following facts are not disputed.
Ishwar, Choithram and Navalrai, all surnamed Jethmal Ramnani, are brothers of the full blood.
Ishwar and his spouse Sonya had their main business based in New York. Realizing the
difficulty of managing their investments in the Philippines they executed a general power of
attorney on January 24, 1966 appointing Navalrai and Choithram as attorneys-in-fact,
empowering them to manage and conduct their business concern in the Philippines. 1
On February 1, 1966 and on May 16, 1966, Choithram, in his capacity as aforesaid attorney-in-
fact of Ishwar, entered into two agreements for the purchase of two parcels of land located in
Barrio Ugong, Pasig, Rizal, from Ortigas & Company, Ltd. Partnership (Ortigas for short) with
a total area of approximately 10,048 square meters. 2Per agreement, Choithram paid the down
payment and installments on the lot with his personal checks. A building was constructed
thereon by Choithram in 1966 and this was occupied and rented by Jethmal Industries and a
wardrobe shop called Eppie's Creation. Three other buildings were built thereon by Choithram
through a loan of P100,000.00 obtained from the Merchants Bank as well as the income derived
from the first building. The buildings were leased out by Choithram as attorney-in-fact of
Ishwar. Two of these buildings were later burned.
Sometime in 1970 Ishwar asked Choithram to account for the income and expenses relative to
these properties during the period 1967 to 1970. Choithram failed and refused to render such
accounting. As a consequence, on February 4, 1971, Ishwar revoked the general power of
attorney. Choithram and Ortigas were duly notified of such revocation on April 1, 1971 and
May 24, 1971, respectively. 3 Said notice was also registered with the Securities and Exchange
Commission on March 29, 1971 4 and was published in the April 2, 1971 issue of The Manila
Times for the information of the general public. 5
Nevertheless, Choithram as such attorney-in-fact of Ishwar, transferred all rights and interests
of Ishwar and Sonya in favor of his daughter-in-law, Nirmla Ramnani, on February 19, 1973.
Her husband is Moti, son of Choithram. Upon complete payment of the lots, Ortigas executed
the corresponding deeds of sale in favor of Nirmla. 6 Transfer Certificates of Title Nos. 403150
and 403152 of the Register of Deeds of Rizal were issued in her favor.
Thus, on October 6, 1982, Ishwar and Sonya (spouses Ishwar for short) filed a complaint in the
Court of First Instance of Rizal against Choithram and/or spouses Nirmla and Moti (Choithram
et al. for brevity) and Ortigas for reconveyance of said properties or payment of its value and
damages. An amended complaint for damages was thereafter filed by said spouses.
After the issues were joined and the trial on the merits, a decision was rendered by the trial court d) On the two Bays Buildings occupied by Sigma-Mariwasa from 1972 to
on December 3, 1985 dismissing the complaint and counterclaim. A motion for reconsideration 1978, the rentals based on the Lease Contract, Exhibit "P", and from 1979
thereof filed by spouses Ishwar was denied on March 3, 1986. to 1980, the rentals based on the Lease Contract, Exhibit "Q",

An appeal therefrom was interposed by spouses Ishwar to the Court of Appeals wherein in due
course a decision was promulgated on March 14, 1988, the dispositive part of which reads as
follows:
WHEREFORE, judgment is hereby rendered reversing and setting aside the appealed
decision of the lower court dated December 3, 1985 and the Order dated March 3,
1986 which denied plaintiffs-appellants' Motion for Reconsideration from aforesaid
decision. A new decision is hereby rendered sentencing defendants- appellees
Choithram Jethmal Ramnani, Nirmla V. Ramnani, Moti C. Ramnani, and Ortigas and
Company Limited Partnership to pay, jointly and severally, plaintiffs-appellants the
following:
and thereafter commencing 1982, to account for and turn over the rental incomes paid
or ought to be paid for the use and occupancy of the properties and all improvements
totalling 10,048 sq. m based on the rate per square meter prevailing in 1981 as
indicated annually cumulative up to 1984. Then, commencing 1985 and up to the
satisfaction of the judgment, rentals shall be computed at ten percent (10%) annually
of the fair market values of the properties as appraised by the Asian Appraisal, Inc. in
August 1985 (Exhibits T to T-14, inclusive.)
3. Moral damages in the sum of P200,000.00;
4. Exemplary damages in the sum of P100,000.00;

1. Actual or compensatory damages to the extent of the fair market value of the 5. Attorney's fees equivalent to 10% of the award herein made;
properties in question and all improvements thereon covered by Transfer Certificate
of Title No. 403150 and Transfer Certificate of Title No. 403152 of the Registry of 6. Legal interest on the total amount awarded computed from first demand in 1967
Deeds of Rizal, prevailing at the time of the satisfaction of the judgment but in no case and until the full amount is paid and satisfied; and
shall such damages be less than the value of said properties as appraised by Asian
Appraisal, Inc. in its Appraisal Report dated August 1985 (Exhibits T to T-14,
7. The cost of suit.
inclusive).

Acting on a motion for reconsideration filed by Choithram, et al. and Ortigas, the appellate court
2. All rental incomes paid or ought to be paid for the use and occupancy of the
promulgated an amended decision on October 17, 1988 granting the motion for reconsideration
properties in question and all improvements thereon consisting of buildings, and to be
of Ortigas by affirming the dismissal of the case by the lower court as against Ortigas but
computed as follows:
denying the motion for reconsideration of Choithram, et al. 8

a) On Building C occupied by Eppie's Creation and Jethmal Industries from

Choithram, et al. thereafter filed a petition for review of said judgment of the appellate court
1967 to 1973, inclusive, based on the 1967 to 1973 monthly rentals paid by
alleging the following grounds:
Eppie's Creation;

1. The Court of Appeals gravely abused its discretion in making a factual finding not
b) Also on Building C above, occupied by Jethmal Industries and Lavine
supported by and contrary, to the evidence presented at the Trial Court.
from 1974 to 1978, the rental incomes based on then rates prevailing as
shown under Exhibit "P"; and from 1979 to 1981, based on then prevailing
rates as indicated under Exhibit "Q"; 2. The Court of Appeals acted in excess of jurisdiction in awarding damages based on
the value of the real properties in question where the cause of action of private
respondents is recovery of a sum of money.
c) On Building A occupied by Transworld Knitting Mills from 1972 to
1978, the rental incomes based upon then prevailing rates shown under
Exhibit "P", and from 1979 to 1981, based on prevailing rates per Exhibit
"Q";
 ARGUMENTS
I MANILA TIMES, THEREBY ERRONEOUSLY CONCLUDING THAT
THE COURT OF APPEALS ACTED IN GRAVE ABUSE OF ITS DISCRETION
IN MAKING A FACTUAL FINDING THAT PRIVATE RESPONDENT ISHWAR
REMITTED THE AMOUNT OF US $150,000.00 TO PETITIONER CHOITHRAM
IN THE ABSENCE OF PROOF OF SUCH REMITTANCE.
II
THE COURT OF APPEALS ACTED WITH GRAVE ABUSE OF DISCRETION
AND MANIFEST PARTIALITY IN DISREGARDING THE TRIAL COURTS
FINDINGS BASED ON THE DIRECT DOCUMENTARY AND TESTIMONIAL
EVIDENCE PRESENTED BY CHOITHRAM IN THE TRIAL COURT
ESTABLISHING THAT THE PROPERTIES WERE PURCHASED WITH
PERSONAL FUNDS OF PETITIONER CHOITHRAM AND NOT WITH MONEY
ALLEGEDLY REMITTED BY RESPONDENT ISHWAR.
III
THE COURT OF APPEALS ACTED IN EXCESS OF JURISDICTION IN
AWARDING DAMAGES BASED ON THE VALUE OF THE PROPERTIES AND
THE FRUITS OF THE IMPROVEMENTS THEREON. 9
Similarly, spouses Ishwar filed a petition for review of said amended decision of the appellate
court exculpating Ortigas of liability based on the following assigned errors
I
THE RESPONDENT HONORABLE COURT OF APPEALS COMMITTED
GRAVE ERROR AND HAS DECIDED A QUESTION OF SUBSTANCE NOT IN
ACCORD WITH LAW AND/OR WITH APPLICABLE DECISIONS OF THIS
HONORABLE COURT
A) IN PROMULGATING THE QUESTIONED AMENDED DECISION
(ANNEX "A") RELIEVING RESPONDENT ORTIGAS FROM
LIABILITY AND DISMISSING PETITIONERS' AMENDED
COMPLAINT IN CIVIL CASE NO. 534-P, AS AGAINST SAID
RESPONDENT ORTIGAS;
B) IN HOLDING IN SAID AMENDED DECISION THAT AT ANY
RATE NO ONE EVER TESTIFIED THAT ORTIGAS WAS A
SUBSCRIBER TO THE MANILA TIMES PUBLICATION OR THAT
ANY OF ITS OFFICERS READ THE NOTICE AS PUBLISHED IN THE
FOR RESPONDENT ORTIGAS TO BE CONSTRUCTIVELY BOUND
BY THE PUBLISHED NOTICE OF REVOCATION, ORTIGAS
AND/OR ANY OF ITS OFFICERS MUST BE A SUBSCRIBER AND/OR
THAT ANY OF ITS OFFICERS SHOULD READ THE NOTICE AS
ACTUALLY PUBLISHED;
C) IN HOLDING IN SAID AMENDED DECISION THAT ORTIGAS
COULD NOT BE HELD LIABLE JOINTLY AND SEVERALLY WITH
THE DEFENDANTS-APPELLEES CHOITHRAM, MOTI AND
NIRMLA RAMNANI, AS ORTIGAS RELIED ON THE WORD OF
CHOITHRAM THAT ALL ALONG HE WAS ACTING FOR AND IN
BEHALF OF HIS BROTHER ISHWAR WHEN IT TRANSFERRED THE
RIGHTS OF THE LATTER TO NIRMLA V. RAMNANI;
D) IN IGNORING THE EVIDENCE DULY PRESENTED AND
ADMITTED DURING THE TRIAL THAT ORTIGAS WAS PROPERLY
NOTIFIED OF THE NOTICE OF REVOCATION OF THE GENERAL
POWER OF ATTORNEY GIVEN TO CHOITHRAM, EVIDENCED BY
THE PUBLICATION IN THE MANILA TIMES ISSUE OF APRIL 2,
1971 (EXH. F) WHICH CONSTITUTES NOTICE TO THE WHOLE
WORLD; THE RECEIPT OF THE NOTICE OF SUCH REVOCATION
WHICH WAS SENT TO ORTIGAS ON MAY 22, 1971 BY ATTY.
MARIANO P. MARCOS AND RECEIVED BY ORTIGAS ON MAY 24,
1971 (EXH. G) AND THE FILING OF THE NOTICE WITH THE
SECURITIES AND EXCHANGE COMMISSION ON MARCH 29,1971
(EXH. H);
E) IN DISCARDING ITS FINDINGS CONTAINED IN ITS DECISION
OF 14 MARCH 1988 (ANNEX B) THAT ORTIGAS WAS DULY
NOTIFIED OF THE REVOCATION OF THE POWER OF ATTORNEY
OF CHOITHRAM, HENCE ORTIGAS ACTED IN BAD FAITH IN
EXECUTING THE DEED OF SALE TO THE PROPERTIES IN
QUESTION IN FAVOR OF NIRMLA V. RAMNANI;
F) IN SUSTAINING RESPONDENT ORTIGAS VACUOUS
REHASHED ARGUMENTS IN ITS MOTION FOR
RECONSIDERATION THAT IT WOULD NOT GAIN ONE CENTAVO
MORE FROM CHOITHRAM FOR THE SALE OF SAID LOTS AND
THE SUBSEQUENT TRANSFER OF THE SAME TO THE MATTER'S
DAUGHTER-IN-LAW, AND THAT IT WAS IN GOOD FAITH WHEN
IT TRANSFERRED ISHWAR'S RIGHTS TO THE LOTS IN QUESTION.
 II
THE RESPONDENT HONORABLE COURT OF APPEALS HAS SO FAR
DEPARTED FROM THE ACCEPTED AND USUAL COURSE OF JUDICIAL
PROCEEDING WHEN IT HELD IN THE QUESTIONED AMENDED DECISION
OF 17 NOVEMBER 1988 (ANNEX A) THAT RESPONDENT ORTIGAS & CO.,
LTD., IS NOT JOINTLY AND SEVERALLY LIABLE WITH DEFENDANTS-
APPELLEES CHOITHRAM, MOTI AND NIRMLA RAMNANI IN SPITE OF ITS
ORIGINAL DECISION OF 14 MARCH 1988 THAT ORTIGAS WAS DULY
NOTIFIED OF THE REVOCATION OF THE POWER OF ATTORNEY OF
CHOITHRAM RAMNANI. 10
The center of controversy is the testimony of Ishwar that during the latter part of 1965, he sent
the amount of US $150,000.00 to Choithram in two bank drafts of US$65,000.00 and
US$85,000.00 for the purpose of investing the same in real estate in the Philippines. The trial
court considered this lone testimony unworthy of faith and credit. On the other hand, the
appellate court found that the trial court misapprehended the facts in complete disregard of the
evidence, documentary and testimonial.
Another crucial issue is the claim of Choithram that because he was then a British citizen, as a
temporary arrangement, he arranged the purchase of the properties in the name of Ishwar who
was an American citizen and who was then qualified to purchase property in the Philippines
under the then Parity Amendment. The trial court believed this account but it was debunked by
the appellate court.
As to the issue of whether of not spouses Ishwar actually sent US$150,000.00 to Choithram
precisely to be used in the real estate business, the trial court made the following disquisition
After a careful, considered and conscientious examination of the evidence adduced in
the case at bar, plaintiff Ishwar Jethmal Ramanani's main evidence, which centers on
the alleged payment by sending through registered mail from New York two (2) US$
drafts of $85,000.00 and $65,000.00 in the latter part of 1965 (TSN 28 Feb. 1984, p.
10-11). The sending of these moneys were before the execution of that General Power
of Attorney, which was dated in New York, on January 24, 1966. Because of these
alleged remittances of US $150,000.00 and the subsequent acquisition of the
properties in question, plaintiffs averred that they constituted a trust in favor of
defendant Choithram Jethmal Ramnani. This Court can be in full agreement if the
plaintiffs were only able to prove preponderantly these remittances. The entire record
of this case is bereft of even a shred of proof to that effect. It is completely barren. His
uncorroborated testimony that he remitted these amounts in the "later part of 1965"
does not engender enough faith and credence. Inadequacy of details of such remittance
on the two (2) US dollar drafts in such big amounts is completely not positive,
credible, probable and entirely not in accord with human experience. This is a classic
situation, plaintiffs not exhibiting any commercial document or any document and/or
paper as regard to these alleged remittances. Plaintiff Ishwar Ramnani is not an
ordinary businessman in the strict sense of the word. Remember his main business is
based in New York, and he should know better how to send these alleged remittances.
Worst, plaintiffs did not present even a scum of proof, that defendant Choithram
Ramnani received the alleged two US dollar drafts. Significantly, he does not know
even the bank where these two (2) US dollar drafts were purchased. Indeed, plaintiff
Ishwar Ramnani's lone testimony is unworthy of faith and credit and, therefore,
deserves scant consideration, and since the plaintiffs' theory is built or based on such
testimony, their cause of action collapses or falls with it.
Further, the rate of exchange that time in 1966 was P4.00 to $1.00. The alleged two
US dollar drafts amounted to $150,000.00 or about P600,000.00. Assuming the cash
price of the two (2) lots was only P530,000.00 (ALTHOUGH he said: "Based on my
knowledge I have no evidence," when asked if he even knows the cash price of the
two lots). If he were really the true and bonafide investor and purchaser for profit as
he asserted, he could have paid the price in full in cash directly and obtained the title
in his name and not thru "Contracts To Sell" in installments paying interest and thru
an attorney-in fact (TSN of May 2, 1984, pp. 10-11) and, again, plaintiff Ishwar
Ramnani told this Court that he does not know whether or not his late father-in-law
borrowed the two US dollar drafts from the Swiss Bank or whether or not his late
father-in-law had any debit memo from the Swiss Bank (TSN of May 2, 1984, pp. 9-
10). 11
On the other hand, the appellate court, in giving credence to the version of Ishwar, had this to
say
While it is true, that generally the findings of fact of the trial court are binding upon
the appellate courts, said rule admits of exceptions such as when (1) the conclusion is
a finding grounded entirely on speculations, surmises and conjectures; (2) when the
inferences made is manifestly mistaken, absurd and impossible; (3) when there is
grave abuse of discretion; (4) when the judgment is based on a misapprehension of
facts and when the court, in making its findings, went beyond the issues of the case
and the same are contrary to the admissions of both appellant and appellee (Ramos
vs. Court of Appeals, 63 SCRA 33; Philippine American Life Assurance Co. vs.
Santamaria, 31 SCRA 798; Aldaba vs. Court of Appeals, 24 SCRA 189).
The evidence on record shows that the t court acted under a misapprehension of facts
and the inferences made on the evidence palpably a mistake.
The trial court's observation that "the entire records of the case is bereft of even a
shred of proof" that plaintiff-appellants have remitted to defendant-appellee
Choithram Ramnani the amount of US $ 150,000.00 for investment in real estate in
the Philippines, is not borne by the evidence on record and shows the trial court's
misapprehension of the facts if not a complete disregard of the evidence, both Q And the two bank drafts which were put in the registered mail, the
documentary and testimonial. registered mail was addressed to whom?
A Choithram Ramnani.
(TSN, 7 March 1984, pp. 14-15).
Plaintiff-appellant Ishwar Jethmal Ramnani testifying in his own behalf, declared that
during the latter part of 1965, he sent the amount of US $150,000.00 to his brother
On cross-examination, the witness reiterated the remittance of the money to his
Choithram in two bank drafts of US $65,000.00 and US $85,000.00 for the purpose
brother Choithram, which was sent to him by his father-in-law, Rochiram L.
of investing the same in real estate in the Philippines. His testimony is as follows:
Mulchandoni from Switzerland, a man of immense wealth, which even defendants-
appellees' witness Navalrai Ramnani admits to be so (tsn., p. 16, S. Oct. 13, 1985).
ATTY. MARAPAO: Thus, on cross-examination, Ishwar testified as follows:
Mr. Witness, you said that your attorney-in-fact paid in your behalf. Can
you tell this Honorable Court where your attorney-in-fact got the money to
pay this property? Q How did you receive these two bank drafts from the bank the name of
ATTY. CRUZ: which you cannot remember?
Wait. It is now clear it becomes incompetent or hearsay. A I got it from my father-in-law.
COURT: Q From where did your father- in-law sent these two bank drafts?
Witness can answer.
A From Switzerland.
A I paid through my attorney-in-fact. I am the one who gave him the money.
ATTY. MARAPAO: Q He was in Switzerland.
Q You gave him the money? A Probably, they sent out these two drafts from Switzerland.
A That's right. (TSN, 7 March 1984, pp. 16-17; Emphasis supplied.)
Q How much money did you give him?
A US $ 150,000.00. This positive and affirmative testimony of plaintiff-appellant that he sent the two (2)
Q How was it given then?
bank drafts totalling US $ 150,000.00 to his brother, is proof of said remittance. Such
A Through Bank drafts. US $65,000.00 and US $85,000.00 bank drafts. The
total amount which is $ 150,000.00 (TSN, 28 February 1984, p. 10; positive testimony has greater probative force than defendant-appellee's denial of
Emphasis supplied.) receipt of said bank drafts, for a witness who testifies affirmatively that something
xxx xxx xxx did happen should be believed for it is unlikely that a witness will remember what
never happened (Underhill's Cr. Guidance, 5th Ed., Vol. 1, pp. 10-11).
ATTY. CRUZ:
Q The two bank drafts which you sent I assume you bought that from some
banks in New York? That is not all. Shortly thereafter, plaintiff-appellant Ishwar Ramnani executed a
A No, sir. General Power of Attorney (Exhibit "A") dated January 24, 1966 appointing his
Q But there is no question those two bank drafts were for the purpose of brothers, defendants-appellees Navalrai and Choithram as attorney-in-fact
paying down payment and installment of the two parcels of land? empowering the latter to conduct and manage plaintiffs-appellants' business affairs
A Down payment, installment and to put up the building. in the Philippines and specifically
Q I thought you said that the buildings were constructed . . . subject to our
continuing objection from rentals of first building?
No. 14. To acquire, purchase for us, real estates and improvements for the
ATTY. MARAPAO: purpose of real estate business anywhere in the Philippines and to develop,
Your Honor, that is misleading. subdivide, improve and to resell to buying public (individual, firm or
COURT; corporation); to enter in any contract of sale in oar behalf and to enter
Witness (may) answer. mortgages between the vendees and the herein grantors that may be needed
A Yes, the first building was immediately put up after the purchase of the
to finance the real estate business being undertaken.
two parcels of land that was in 1966 and the finds were used for the
construction of the building from the US $150,000.00 (TSN, 7 March 1984,
page 14; Emphasis supplied.) Pursuant thereto, on February 1, 1966 and May 16, 1966, Choithram Jethmal
xxx xxx xxx Ramnani entered into Agreements (Exhibits "B' and "C") with the other defendant.
Q These two bank drafts which you mentioned and the use for it you sent Ortigas and Company, Ltd., for the purchase of two (2) parcels of land situated at
them by registered mail, did you send them from New Your?
A That is right.
 Barrio Ugong, Pasig, Rizal, with said defendant-appellee signing the Agreements in
his capacity as Attorney-in-fact of Ishwar Jethmal Ramnani.
Again, on January 5, 1972, almost seven (7) years after Ishwar sent the US $
150,000.00 in 1965, Choithram Ramnani, as attorney-in fact of Ishwar entered into a
Contract of Lease with Sigma-Mariwasa (Exhibit "P") thereby re-affirming the
ownership of Ishwar over the disputed property and the trust relationship between the
latter as principal and Choithram as attorney-in-fact of Ishwar.
All of these facts indicate that if plaintiff-appellant Ishwar had not earlier sent the US
$ 150,000.00 to his brother, Choithram, there would be no purpose for him to execute
a power of attorney appointing his brothers as s attorney-in-fact in buying real estate
in the Philippines.
As against Choithram's denial that he did not receive the US $150,000.00 remitted by
Ishwar and that the Power of Attorney, as well as the Agreements entered into with
Ortigas & Co., were only temporary arrangements, Ishwar's testimony that he did send
the bank drafts to Choithram and was received by the latter, is the more credible
version since it is natural, reasonable and probable. It is in accord with the common
experience, knowledge and observation of ordinary men (Gardner vs. Wentors 18
Iowa 533). And in determining where the superior weight of the evidence on the issues
involved lies, the court may consider the probability or improbability of the testimony
of the witness (Sec. 1, Rule 133, Rules of Court).
Contrary, therefore, to the trial court's sweeping observation that 'the entire records of
the case is bereft of even a shred of proof that Choithram received the alleged bank
drafts amounting to US $ 150,000.00, we have not only testimonial evidence but also
documentary and circumstantial evidence proving said remittance of the money and
the fiduciary relationship between the former and Ishwar.12
The Court agrees. The environmental circumstances of this case buttress the claim of Ishwar
that he did entrust the amount of US $ 150,000.00 to his brother, Choithram, which the latter
invested in the real property business subject of this litigation in his capacity as attorney-in-fact
of Ishwar.
True it is that there is no receipt whatever in the possession of Ishwar to evidence the same, but
it is not unusual among brothers and close family members to entrust money and valuables to
each other without any formalities or receipt due to the special relationship of trust between
them.
And another proof thereof is the fact that Ishwar, out of frustration when Choithram failed to
account for the realty business despite his demands, revoked the general power of attorney he
extended to Choithram and Navalrai. Thereafter, Choithram wrote a letter to Ishwar pleading
that the power of attorney be renewed or another authority to the same effect be extended, which
reads as follows:
June 25,1971
MR. ISHWAR JETHMAL
NEW YORK
(1) Send power of Atty. immediately, because the case has been postponed
for two weeks. The same way as it has been send before in favor of both
names. Send it immediately otherwise everything will be lost unnecessarily,
and then it will take us in litigation. Now that we have gone ahead with a
case and would like to end it immediately otherwise squatters will take the
entire land. Therefore, send it immediately.
(2) Ortigas also has sued us because we are holding the installments,
because they have refused to give a rebate of P5.00 per meter which they
have to give us as per contract. They have filed the law suit that since we
have not paid the installment they should get back the land. The hearing of
this case is in the month of July. Therefore, please send the power
immediately. In one case DADA (Elder Brother) will represent and in
another one, I shall.
(3) In case if you do not want to give power then make one letter in favor
of Dada and the other one in my favor showing that in any litigation we can
represent you and your wife, and whatever the court decide it will be
acceptable by me. You can ask any lawyer, he will be able to prepare these
letters. After that you can have these letters ratify before P.I. Consulate. It
should be dated April 15, 1971.
(4) Try to send the power because it will be more useful. Make it in any
manner whatever way you have confident in it. But please send it
immediately.
You have cancelled the power. Therefore, you have lost your reputation everywhere. What can
I further write you about it. I have told everybody that due to certain reasons I have written you
to do this that is why you have done this. This way your reputation have been kept
intact. Otherwise if I want to do something about it, I can show you that inspite of the power you
have cancelled you can not do anything. You can keep this letter because my conscience is clear.
I do not have anything in my mind.
I should not be writing you this, but because my conscience is clear do you know that if I had
predated papers what could you have done? Or do you know that I have many paper signed by
you and if had done anything or do then what can you do about it? It is not necessary to write
further about this. It does not matter if you have cancelled the power. At that time if I had
predated and done something about it what could you have done? You do not know me. I am not
after money. I can earn money anytime. It has been ten months since I have not received a single
penny for expenses from Dada (elder brother). Why there are no expenses? We can not draw a
single penny from knitting (factory). Well I am not going to write you further, nor there is any
need for it. This much I am writing you because of the way you have conducted yourself. But
remember, whenever I hale the money I will not keep it myself Right now I have not got anything
at all.
I am not going to write any further.
Keep your business clean with Naru. Otherwise he will discontinue because he likes to keep his
business very clean. 13
The said letter was in Sindhi language. It was translated to English by the First Secretary of the
Embassy of Pakistan, which translation was verified correct by the Chairman, Department of
Sindhi, University of Karachi. 14
From the foregoing letter what could be gleaned is that
1. Choithram asked for the issuance of another power of attorney in their favor so they
can continue to represent Ishwar as Ortigas has sued them for unpaid installments. It
also appears therefrom that Ortigas learned of the revocation of the power of attorney
so the request to issue another.
2. Choithram reassured Ishwar to have confidence in him as he was not after money,
and that he was not interested in Ishwar's money.
3. To demonstrate that he can be relied upon, he said that he could have ante-dated
the sales agreement of the Ortigas lots before the issuance of the powers of attorney
and acquired the same in his name, if he wanted to, but he did not do so.
4. He said he had not received a single penny for expenses from Dada (their elder
brother Navalrai). Thus, confirming that if he was not given money by Ishwar to buy
the Ortigas lots, he could not have consummated the sale.
5. It is important to note that in said letter Choithram never claimed ownership of the
property in question. He affirmed the fact that he bought the same as mere agent and
in behalf of Ishwar. Neither did he mention the alleged temporary arrangement
whereby Ishwar, being an American citizen, shall appear to be the buyer of the said
property, but that after Choithram acquires Philippine citizenship, its ownership shall
be transferred to Choithram.
This brings us to this temporary arrangement theory of Choithram.
The appellate court disposed of this matter in this wise
Choithram's claim that he purchased the two parcels of land for himself in 1966 but
placed it in the name of his younger brother, Ishwar, who is an American citizen, as a
temporary arrangement,' because as a British subject he is disqualified under the 1935
Constitution to acquire real property in the Philippines, which is not so with respect
to American citizens in view of the Ordinance Appended to the Constitution granting
them parity rights, there is nothing in the records showing that Ishwar ever agreed to
such a temporary arrangement.
During the entire period from 1965, when the US $ 150,000. 00 was transmitted to
Choithram, and until Ishwar filed a complaint against him in 1982, or over 16 years,
Choithram never mentioned of a temporary arrangement nor can he present any
memorandum or writing evidencing such temporary arrangement, prompting
plaintiff-appellant to observe:
The properties in question which are located in a prime industrial site in
Ugong, Pasig, Metro Manila have a present fair market value of no less than
P22,364,000.00 (Exhibits T to T-14, inclusive), and yet for such valuable
pieces of property, Choithram who now belatedly that he purchased the
same for himself did not document in writing or in a memorandum the
alleged temporary arrangement with Ishwar' (pp. 4-41, Appellant's Brief).
Such verbal allegation of a temporary arrangement is simply improbable and
inconsistent. It has repeatedly been held that important contracts made without
evidence are highly improbable.
The improbability of such temporary arrangement is brought to fore when we
consider that Choithram has a son (Haresh Jethmal Ramnani) who is an American
citizen under whose name the properties in question could be registered, both during
the time the contracts to sell were executed and at the time absolute title over the same
was to be delivered. At the time the Agreements were entered into with defendant
Ortigas & Co. in 1966, Haresh, was already 18 years old and consequently, Choithram
could have executed the deeds in trust for his minor son. But, he did not do this. Three
(3) years, thereafter, or in 1968 after Haresh had attained the age of 21, Choithram
should have terminated the temporary arrangement with Ishwar, which according to
him would be effective only pending the acquisition of citizenship papers. Again, he
did not do anything.
Evidence to be believed, said Vice Chancellor Van Fleet of New Jersey,
must not only proceed from the mouth of a credible witness, but it must be
credible in itselfsuch as the common experience and observation of
 mankind can approve as probable under the circumstances. We have no test
of the truth of human testimony, except its conformity to our knowledge,
observation and experience. Whatever is repugnant to these belongs to the
miraculous and is outside of judicial cognizance. (Daggers vs. Van Dyek 37
M.J. Eq. 130, 132).
Another factor that can be counted against the temporary arrangement excuse is
that upon the revocation on February 4, 1971 of the Power of attorney dated January
24, 1966 in favor of Navalrai and Choithram by Ishwar, Choithram wrote (tsn, p. 21,
S. July 19, 1985) a letter dated June 25, 1971 (Exhibits R, R-1, R-2 and R-3) imploring
Ishwar to execute a new power of attorney in their favor. That if he did not want to
give power, then Ishwar could make a letter in favor of Dada and another in his favor
so that in any litigation involving the properties in question, both of them could
represent Ishwar and his wife. Choithram tried to convince Ishwar to issue the power
of attorney in whatever manner he may want. In said letter no mention was made at
all of any temporary arrangement.
On the contrary, said letter recognize(s) the existence of principal and attorney-in-fact
relationship between Ishwar and himself. Choithram wrote: . . . do you know that if I
had predated papers what could you have done? Or do you know that I have many
papers signed by you and if I had done anything or do then what can you do about it?'
Choithram was saying that he could have repudiated the trust and ran away with the
properties of Ishwar by predating documents and Ishwar would be entirely helpless.
He was bitter as a result of Ishwar's revocation of the power of attorney but no mention
was made of any temporary arrangement or a claim of ownership over the properties
in question nor was he able to present any memorandum or document to prove the
existence of such temporary arrangement.
Choithram is also estopped in pais or by deed from claiming an interest over the
properties in question adverse to that of Ishwar. Section 3(a) of Rule 131 of the Rules
of Court states that whenever a party has, by his own declaration, act, or omission
intentionally and deliberately led another to believe a particular thing true and act
upon such belief, he cannot in any litigation arising out of such declaration, act or
omission be permitted to falsify it.' While estoppel by deed is a bar which precludes a
party to a deed and his privies from asserting as against the other and his privies any
right of title in derogation of the deed, or from denying the truth of any material fact
asserted in it (31 C.J.S. 195; 19 Am. Jur. 603).
Thus, defendants-appellees are not permitted to repudiate their admissions and
representations or to assert any right or title in derogation of the deeds or from
denying the truth of any material fact asserted in the (1) power of attorney dated
January 24, 1966 (Exhibit A); (2) the Agreements of February 1, 1966 and May 16,
1966 (Exhibits B and C); and (3) the Contract of Lease dated January 5, 1972 (Exhibit
P).
. . . The doctrine of estoppel is based upon the grounds of public policy, fair
dealing, good faith and justice, and its purpose is to forbid one to speak
against his own act, representations, or commitments to the injury of one to
whom they were directed and who reasonably relied thereon. The doctrine
of estoppel springs from equitable principles and the equities in the case. It
is designed to aid the law in the administration of justice where without its
aid injustice might result. It has been applied by court wherever and
whenever special circumstances of a case so demands' (Philippine National
Bank vs. Court of Appeals, 94 SCRA 357, 368 [1979]).
It was only after the services of counsel has been obtained that Choithram alleged for
the first time in his Answer that the General Power of attorney (Annex A) with the
Contracts to Sell (Annexes B and C) were made only for the sole purpose of assuring
defendants' acquisition and ownership of the lots described thereon in due time under
the law; that said instruments do not reflect the true intention of the parties (par. 2,
Answer dated May 30, 1983), seventeen (17) long years from the time he received the
money transmitted to him by his brother, Ishwar.
Moreover, Choithram's 'temporary arrangement,' by which he claimed purchasing
the two (2) parcels in question in 1966 and placing them in the name of Ishwar who
is an American citizen, to circumvent the disqualification provision of aliens
acquiring real properties in the Philippines under the 1935 Philippine Constitution,
as Choithram was then a British subject, show a palpable disregard of the law of the
land and to sustain the supposed "temporary arrangement" with Ishwar would be
sanctioning the perpetration of an illegal act and culpable violation of the
Constitution.
Defendants-appellees likewise violated the Anti-Dummy Law (Commonwealth Act
108, as amended), which provides in Section 1 thereof that:
In all cases in which any constitutional or legal provision requires
Philippine or any other specific citizenship as a requisite for the exercise or
enjoyment of a right, franchise or privilege, . . . any alien or foreigner
profiting thereby, shall be punished . . . by imprisonment . . . and of a fine
of not less than the value of the right, franchise or privileges, which is
enjoyed or acquired in violation of the provisions hereof . . .
Having come to court with unclean hands, Choithram must not be permitted foist his
'temporary arrangement' scheme as a defense before this court. Being in delicto, he
does not have any right whatsoever being shielded from his own wrong-doing, which
is not so with respect to Ishwar, who was not a party to such an arrangement.
The falsity of Choithram's defense is further aggravated by the material
inconsistencies and contradictions in his testimony. While on January 23, 1985 he
 testified that he purchased the land in question on his own behalf (tsn, p. 4, S. Jan. 23,
1985), in the July 18, 1985 hearing, forgetting probably what he stated before,
Choithram testified that he was only an attorney-in-fact of Ishwar (tsn, p. 5, S. July
18, 1985). Also in the hearing of January 23, 1985, Choithram declared that nobody
rented the building that was constructed on the parcels of land in question (tsn, pp. 5
and 6), only to admit in the hearing of October 30, 1985, that he was in fact renting
the building for P12,000. 00 per annum (tsn, p. 3). Again, in the hearing of July 19,
1985, Choithram testified that he had no knowledge of the revocation of the Power of
Attorney (tsn, pp. 20- 21), only to backtrack when confronted with the letter of June
25, 1971 (Exhibits R to R-3), which he admitted to be in "his own writing," indicating
knowledge of the revocation of the Power of Attorney.
These inconsistencies are not minor but go into the entire credibility of the testimony
of Choithram and the rule is that contradictions on a very crucial point by a witness,
renders s testimony incredible People vs. Rafallo, 80 Phil. 22). Not only this the
doctrine of falsus in uno, falsus in omnibus is fully applicable as far as the testimony
of Choithram is concerned. The cardinal rule, which has served in all ages, and has
been applied to all conditions of men, is that a witness willfully falsifying the truth in
one particular, when upon oath, ought never to be believed upon the strength of his
own testimony, whatever he may assert (U.S. vs. Osgood 27 Feb. Case No. 15971-a,
p. 364); Gonzales vs. Mauricio, 52 Phil, 728), for what ground of judicial relief can
there be left when the party has shown such gross insensibility to the difference
between right and wrong, between truth and falsehood? (The Santisima Trinidad, 7
Wheat, 283, 5 U.S. [L. ed.] 454).
True, that Choithram's testimony finds corroboration from the testimony of his
brother, Navalrai, but the same would not be of much help to Choithram. Not only is
Navalrai an interested and biased witness, having admitted his close relationship with
Choithram and that whenever he or Choithram had problems, they ran to each other
(tsn, pp. 17-18, S. Sept. 20, 1985), Navalrai has a pecuniary interest in the success of
Choithram in the case in question. Both he and Choithram are business partners in
Jethmal and Sons and/or Jethmal Industries, wherein he owns 60% of the company
and Choithram, 40% (p. 62, Appellant's Brief). Since the acquisition of the properties
in question in 1966, Navalrai was occupying 1,200 square meters thereof as a factory
site plus the fact that his son (Navalrais) was occupying the apartment on top of the
factory with his family rent free except the amount of P l,000.00 a month to pay for
taxes on said properties (tsn, p. 17, S. Oct. 3, 1985).
Inherent contradictions also marked Navalrai testimony. "While the latter was very
meticulous in keeping a receipt for the P 10,000.00 that he paid Ishwar as settlement
in Jethmal Industries, yet in the alleged payment of P 100,000.00 to Ishwar, no receipt
or voucher was ever issued by him (tsn, p. 17, S. Oct. 3, 1983). 15
We concur.
The foregoing findings of facts of the Court of Appeals which are supported by the evidence is
conclusive on this Court. The Court finds that Ishwar entrusted US$150,000.00 to Choithram in
1965 for investment in the realty business. Soon thereafter, a general power of attorney was
executed by Ishwar in favor of both Navalrai and Choithram. If it is true that the purpose only
is to enable Choithram to purchase realty temporarily in the name of Ishwar, why the inclusion
of their elder brother Navalrai as an attorney-in-fact?
Then, acting as attorney-in-fact of Ishwar, Choithram purchased two parcels of land located in
Barrio Ugong Pasig, Rizal, from Ortigas in 1966. With the balance of the money of Ishwar,
Choithram erected a building on said lot. Subsequently, with a loan obtained from a bank and
the income of the said property, Choithram constructed three other buildings thereon. He
managed the business and collected the rentals. Due to their relationship of confidence it was
only in 1970 when Ishwar demanded for an accounting from Choithram. And even as Ishwar
revoked the general power of attorney on February 4, 1971, of which Choithram was duly
notified, Choithram wrote to Ishwar on June 25, 1971 requesting that he execute a new power
of attorney in their favor. 16 When Ishwar did not respond thereto, Choithram nevertheless
proceeded as such attorney-in-fact to assign all the rights and interest of Ishwar to his daughter-
in-law Nirmla in 1973 without the knowledge and consent of Ishwar. Ortigas in turn executed
the corresponding deeds of sale in favor of Nirmla after full payment of the purchase accomplice
of the lots.
In the prefatory statement of their petition, Choithram pictured Ishwar to be so motivated by
greed and ungratefulness, who squandered the family business in New York, who had to turn to
his wife for support, accustomed to living in ostentation and who resorted to blackmail in filing
several criminal and civil suits against them. These statements find no support and should be
stricken from the records. Indeed, they are irrelevant to the proceeding.
Moreover, assuming Ishwar is of such a low character as Choithram proposes to make this Court
to believe, why is it that of all persons, under his temporary arrangement theory, Choithram
opted to entrust the purchase of valuable real estate and built four buildings thereon all in the
name of Ishwar? Is it not an unconscious emergence of the truth that this otherwise wayward
brother of theirs was on the contrary able to raise enough capital through the generosity of his
father-in-law for the purchase of the very properties in question? As the appellate court aptly
observed if truly this temporary arrangement story is the only motivation, why Ishwar of all
people? Why not the own son of Choithram, Haresh who is also an American citizen and who
was already 18 years old at the time of purchase in 1966? The Court agrees with the observation
that this theory is an afterthought which surfaced only when Choithram, Nirmla and Moti filed
their answer.
When Ishwar asked for an accounting in 1970 and revoked the general power of attorney in
1971, Choithram had a total change of heart. He decided to claim the property as his. He caused
the transfer of the rights and interest of Ishwar to Nirmla. On his representation, Ortigas
executed the deeds of sale of the properties in favor of Nirmla. Choithram obviously surmised
Ishwar cannot stake a valid claim over the property by so doing.
Clearly, this transfer to Nirmla is fictitious and, as admitted by Choithram, was intended only
to place the property in her name until Choithram acquires Philippine citizenship. 17 What
appears certain is that it appears to be a scheme of Choithram to place the property beyond the
reach of Ishwar should he successfully claim the same. Thus, it must be struck down.
Worse still, on September 27, 1990 spouses Ishwar filed an urgent motion for the issuance of a
writ of preliminary attachment and to require Choithram, et al. to submit certain documents,
inviting the attention of this Court to the following:
a) Donation by Choithram of his 2,500 shares of stock in General Garments
Corporation in favor of his children on December 29, 1989; 18
b) Sale on August 2, 1990 by Choithram of his 100 shares in Biflex (Phils.), Inc., in
favor of his children; 19 and
c) Mortgage on June 20, 1989 by Nirmla through her attorney-in-fact, Choithram, of
the properties subject of this litigation, for the amount of $3 Million in favor of
Overseas Holding, Co. Ltd., (Overseas for brevity), a corporation which appears to be
organized and existing under and by virtue of the laws of Cayman Islands, with a
capital of only $100.00 divided into 100 shares of $1.00 each, and with address at
P.O. Box 1790, Grand Cayman, Cayman Islands. 20
An opposition thereto was filed by Choithram, et al. but no documents were produced. A
manifestation and reply to the opposition was filed by spouses Ishwar.
All these acts of Choithram, et al. appear to be fraudulent attempts to remove these properties
to the detriment of spouses Ishwar should the latter prevail in this litigation.
On December 10, 1990 the court issued a resolution that substantially reads as follows:
Considering the allegations of petitioners Ishwar Jethmal Ramnani and Sonya
Ramnani that respondents Choithram Jethmal Ramnani, Nirmla Ramnani and Moti
G. Ramnani have fraudulently executed a simulated mortgage of the properties subject
of this litigation dated June 20, 1989, in favor of Overseas Holding Co., Ltd. which
appears to be a corporation organized in Cayman Islands, for the amount of $
3,000,000.00, which is much more than the value of the properties in litigation; that
said alleged mortgagee appears to be a "shell" corporation with a capital of only
$100.00; and that this alleged transaction appears to be intended to defraud petitioners
Ishwar and Sonya Jethmal Ramnani of any favorable judgment that this Court may
render in this case;
Wherefore the Court Resolved to issue a writ of preliminary injunction enjoining and
prohibiting said respondents Choithram Jethmal Ramnani, Nirmla V. Ramnani, Moti
G. Ramnani and the Overseas Holding Co., Ltd. from encumbering, selling or
otherwise disposing of the properties and improvements subject of this litigation until
further orders of the Court. Petitioners Ishwar and Sonya Jethmal Ramnani are hereby
required to post a bond of P 100,000.00 to answer for any damages d respondents may
suffer by way of this injunction if the Court finally decides the said petitioners are not
entitled thereto.
The Overseas Holding Co., Ltd. with address at P.O. Box 1790 Grand Cayman,
Cayman Islands, is hereby IMPLEADED as a respondent in these cases, and is hereby
required to SUBMIT its comment on the Urgent Motion for the Issuance of a Writ of
Preliminary Attachment and Motion for Production of Documents, the Manifestation
and the Reply to the Opposition filed by said petitioners, within Sixty (60) days after
service by publication on it in accordance with the provisions of Section 17, Rule 14
of the Rules of Court, at the expense of petitioners Ishwar and Sonya Jethmal
Ramnani.
Let copies of this resolution be served on the Register of Deeds of Pasig, Rizal, and
the Provincial Assessor of Pasig, Rizal, both in Metro Manila, for its annotation on
the transfer Certificates of Titles Nos. 403150 and 403152 registered in the name of
respondent Nirmla V. Ramnani, and on the tax declarations of the said properties and
its improvements subject of this litigation. 21
The required injunction bond in the amount of P 100,000.00 was filed by the spouses Ishwar
which was approved by the Court. The above resolution of the Court was published in the
Manila Bulletin issue of December 17, 1990 at the expense of said spouses. 22 On December 19,
1990 the said resolution and petition for review with annexes in G.R. Nos. 85494 and 85496
were transmitted to respondent Overseas, Grand Cayman Islands at its address c/o Cayman
Overseas Trust Co. Ltd., through the United Parcel Services Bill of Lading 23 and it was actually
delivered to said company on January 23, 1991. 24
On January 22, 1991, Choithram, et al., filed a motion to dissolve the writ of preliminary
injunction alleging that there is no basis therefor as in the amended complaint what is sought is
actual damages and not a reconveyance of the property, that there is no reason for its issuance,
and that acts already executed cannot be enjoined. They also offered to file a counterbond to
dissolve the writ.
A comment/opposition thereto was filed by spouses Ishwar that there is basis for the injunction
as the alleged mortgage of the property is simulated and the other donations of the shares of
Choithram to his children are fraudulent schemes to negate any judgment the Court may render
for petitioners.
No comment or answer was filed by Overseas despite due notice, thus it is and must be
considered to be in default and to have lost the right to contest the representations of spouses
Ishwar to declare the aforesaid alleged mortgage nun and void.
This purported mortgage of the subject properties in litigation appears to be fraudulent and
simulated. The stated amount of $3 Million for which it was mortgaged is much more than the
value of the mortgaged properties and its improvements. The alleged mortgagee-company
(Overseas) was organized only on June 26,1989 but the mortgage was executed much earlier,
on June 20, 1989, that is six (6) days before Overseas was organized. Overseas is a "shelf"
company worth only $100.00. 25 In the manifestation of spouses Ishwar dated April 1, 1991, the
Court was informed that this matter was brought to the attention of the Central Bank (CB) for
investigation, and that in a letter of March 20, 1991, the CB informed counsel for spouses Ishwar
that said alleged foreign loan of Choithram, et al. from Overseas has not been previously
approved/registered with the CB. 26
Obviously, this is another ploy of Choithram, et al. to place these properties beyond the reach
of spouses Ishwar should they obtain a favorable judgment in this case. The Court finds and so
declares that this alleged mortgage should be as it is hereby declared null and void.
All these contemporaneous and subsequent acts of Choithram, et al., betray the weakness of
their cause so they had to take an steps, even as the case was already pending in Court, to render
ineffective any judgment that may be rendered against them.
The problem is compounded in that respondent Ortigas is caught in the web of this bitter fight.
It had all the time been dealing with Choithram as attorney-in-fact of Ishwar. However, evidence
had been adduced that notice in writing had been served not only on Choithram, but also on
Ortigas, of the revocation of Choithram's power of attorney by Ishwar's lawyer, on May 24,
1971. 27 A publication of said notice was made in the April 2, 1971 issue of The Manila
Times for the information of the general public. 28 Such notice of revocation in a newspaper of
general circulation is sufficient warning to third persons including Ortigas. 29 A notice of
revocation was also registered with the Securities and Exchange Commission on March 29, 1
971. 30
Indeed in the letter of Choithram to Ishwar of June 25, 1971, Choithram was pleading that
Ishwar execute another power of attorney to be shown to Ortigas who apparently learned of the
revocation of Choithram's power of attorney. 31 Despite said notices, Ortigas nevertheless
acceded to the representation of Choithram, as alleged attorney-in-fact of Ishwar, to assign the
rights of petitioner Ishwar to Nirmla. While the primary blame should be laid at the doorstep of
Choithram, Ortigas is not entirely without fault. It should have required Choithram to secure
another power of attorney from Ishwar. For recklessly believing the pretension of Choithram
that his power of attorney was still good, it must, therefore, share in the latter's liability to Ishwar.
In the original complaint, the spouses Ishwar asked for a reconveyance of the properties and/or
payment of its present value and damages. 32 In the amended complaint they asked, among
others, for actual damages of not less than the present value of the real properties in litigation,
moral and exemplary damages, attorneys fees, costs of the suit and further prayed for "such
other reliefs as may be deemed just and equitable in the premises . 33 The amended complaint
contain the following positive allegations:
7. Defendant Choithram Ramnani, in evident bad faith and despite due notice of the
revocation of the General Power of Attorney, Annex 'D" hereof, caused the transfer
of the rights over the said parcels of land to his daughter-in-law, defendant Nirmla
Ramnani in connivance with defendant Ortigas & Co., the latter having agreed to the
said transfer despite receiving a letter from plaintiffs' lawyer informing them of the
said revocation; copy of the letter is hereto attached and made an integral part hereof
as Annex "H";
8. Defendant Nirmla Ramnani having acquired the aforesaid property by fraud is, by
force of law, considered a trustee of an implied trust for the benefit of plaintiff and is
obliged to return the same to the latter:
9. Several efforts were made to settle the matter within the family but defendants
(Choithram Ramnani, Nirmla Ramnani and Moti Ramnani) refused and up to now fail
and still refuse to cooperate and respond to the same; thus, the present case;
10. In addition to having been deprived of their rights over the properties (described
in par. 3 hereof), plaintiffs, by reason of defendants' fraudulent act, suffered actual
damages by way of lost rental on the property which defendants (Choithram Ramnani,
Nirmla Ramnani and Moti Ramnani have collected for themselves; 34
In said amended complaint, spouses Ishwar, among others, pray for payment of actual damages
in an amount no less than the value of the properties in litigation instead of a reconveyance as
sought in the original complaint. Apparently they opted not to insist on a reconveyance as they
are American citizens as alleged in the amended complaint.
The allegations of the amended complaint above reproduced clearly spelled out that the transfer
of the property to Nirmla was fraudulent and that it should be considered to be held in trust by
Nirmla for spouses Ishwar. As above-discussed, this allegation is well-taken and the transfer of
the property to Nirmla should be considered to have created an implied trust by Nirmla as trustee
of the property for the benefit of spouses Ishwar. 35
The motion to dissolve the writ of preliminary injunction filed by Choithram, et al. should be
denied. Its issuance by this Court is proper and warranted under the circumstances of the case.
Under Section 3(c) Rule 58 of the Rules of Court, a writ of preliminary injunction may be
granted at any time after commencement of the action and before judgment when it is
established:
(c) that the defendant is doing, threatens, or is about to do, or is procuring or suffering
to be done, some act probably in violation of plaintiffs's rights respecting the subject
of the action, and tending to render the judgment ineffectual.
As above extensively discussed, Choithram, et al. have committed and threaten to commit
further acts of disposition of the properties in litigation as well as the other assets of Choithram,
apparently designed to render ineffective any judgment the Court may render favorable to
spouses Ishwar.
The purpose of the provisional remedy of preliminary injunction is to preserve the status quo of
the things subject of the litigation and to protect the rights of the spouses Ishwar respecting the
subject of the action during the pendency of the Suit 36 and not to obstruct the administration of
justice or prejudice the adverse party. 37 In this case for damages, should Choithram, et al.
continue to commit acts of disposition of the properties subject of the litigation, an award of
damages to spouses Ishwar would thereby be rendered ineffectual and meaningless. 38
Consequently, if only to protect the interest of spouses Ishwar, the Court hereby finds and holds
that the motion for the issuance of a writ of preliminary attachment filed by spouses Ishwar
should be granted covering the properties subject of this litigation.
Section 1, Rule 57 of the Rules of Court provides that at the commencement of an action or at
any time thereafter, the plaintiff or any proper party may have the property of the adverse party
attached as security for the satisfaction of any judgment that may be recovered, in, among others,
the following cases:
(d) In an action against a party who has been guilty of a fraud in contracting the debt
or incurring the obligation upon which the action is brought, or in concealing or
disposing of the property for the taking, detention or conversion of which the action
is brought;
(e) In an action against a party who has removed or disposed of his property, or is
about to do so, with intent to defraud his creditors; . . .
Verily, the acts of Choithram, et al. of disposing the properties subject of the litigation disclose
a scheme to defraud spouses Ishwar so they may not be able to recover at all given a judgment
in their favor, the requiring the issuance of the writ of attachment in this instance.
Nevertheless, under the peculiar circumstances of this case and despite the fact that Choithram,
et al., have committed acts which demonstrate their bad faith and scheme to defraud spouses
Ishwar and Sonya of their rightful share in the properties in litigation, the Court cannot ignore
the fact that Choithram must have been motivated by a strong conviction that as the industrial
partner in the acquisition of said assets he has as much claim to said properties as Ishwar, the
capitalist partner in the joint venture.
The scenario is clear. Spouses Ishwar supplied the capital of $150,000.00 for the
business.1wphi1 They entrusted the money to Choithram to invest in a profitable business
venture in the Philippines. For this purpose they appointed Choithram as their attorney-in-fact.
Choithram in turn decided to invest in the real estate business. He bought the two (2) parcels of
land in question from Ortigas as attorney-in-fact of Ishwar- Instead of paying for the lots in
cash, he paid in installments and used the balance of the capital entrusted to him, plus a loan, to
build two buildings. Although the buildings were burned later, Choithram was able to build two
other buildings on the property. He rented them out and collected the rentals. Through the
industry and genius of Choithram, Ishwar's property was developed and improved into what it
is nowa valuable asset worth millions of pesos. As of the last estimate in 1985, while the case
was pending before the trial court, the market value of the properties is no less than
P22,304,000.00. 39 It should be worth much more today.
We have a situation where two brothers engaged in a business venture. One furnished the capital,
the other contributed his industry and talent. Justice and equity dictate that the two share equally
the fruit of their joint investment and efforts. Perhaps this Solomonic solution may pave the way
towards their reconciliation. Both would stand to gain. No one would end up the loser. After all,
blood is thicker than water.
However, the Court cannot just close its eyes to the devious machinations and schemes that
Choithram employed in attempting to dispose of, if not dissipate, the properties to deprive
spouses Ishwar of any possible means to recover any award the Court may grant in their favor.
Since Choithram, et al. acted with evident bad faith and malice, they should pay moral and
exemplary damages as well as attorney's fees to spouses Ishwar.
WHEREFORE, the petition in G.R. No. 85494 is DENIED, while the petition in G.R. No. 85496
is hereby given due course and GRANTED. The judgment of the Court of Appeals dated
October 18, 1988 is hereby modified as follows:
1. Dividing equally between respondents spouses Ishwar, on the one hand, and petitioner
Choithram Ramnani, on the other, (in G.R. No. 85494) the two parcels of land subject of this
litigation, including all the improvements thereon, presently covered by transfer Certificates of
Title Nos. 403150 and 403152 of the Registry of Deeds, as well as the rental income of the
property from 1967 to the present.
2. Petitioner Choithram Jethmal Ramnani, Nirmla V. Ramnani, Moti C. Ramnani and
respondent Ortigas and Company, Limited Partnership (in G.R. No. 85496) are ordered
solidarily to pay in cash the value of said one-half (1/2) share in the said land and improvements
pertaining to respondents spouses Ishwar and Sonya at their fair market value at the time of the
satisfaction of this judgment but in no case less than their value as appraised by the Asian
Appraisal, Inc. in its Appraisal Report dated August 1985 (Exhibits T to T-14, inclusive).
3. Petitioners Choithram, Nirmla and Moti Ramnani and respondent Ortigas & Co., Ltd.
Partnership shall also be jointly and severally liable to pay to said respondents spouses Ishwar
and Sonya Ramnani one-half (1/2) of the total rental income of said properties and
improvements from 1967 up to the date of satisfaction of the judgment to be computed as
follows:
 a. On Building C occupied by Eppie's Creation and Jethmal Industries from
1967 to 1973, inclusive, based on the 1967 to 1973 monthly rentals paid by
Eppie's Creation;
b. Also on Building C above, occupied by Jethmal Industries and Lavine
from 1974 to 1978, the rental incomes based on then rates prevailing as
shown under Exhibit "P"; and from 1979 to 1981, based on then prevailing
rates as indicated under Exhibit "Q";
c. On Building A occupied by Transworld Knitting Mills from 1972 to
1978, the rental incomes based upon then prevailing rates shown under
Exhibit "P", and from 1979 to 1981, based on prevailing rates per Exhibit
"Q";
of Deeds of Pasig, Rizal, is directed to cancel the annotation of d mortgage on the titles of the
properties in question.
8. Should respondent Ortigas Co., Ltd. Partnership pay the awards to Ishwar and Sonya Ramnani
under this judgment, it shall be entitled to reimbursement from petitioners Choithram, Nirmla
and Moti, all surnamed Ramnani.
9. The above awards shag bear legal rate of interest of six percent (6%) per annum from the
time this judgment becomes final until they are fully paid by petitioners Choithram Ramnani,
Nirmla V. Ramnani, Moti C. Ramnani and Ortigas, Co., Ltd. Partnership. Said petitioners
Choithram, et al. and respondent Ortigas shall also pay the costs.
SO ORDERED.

d. On the two Bays Buildings occupied by Sigma-Mariwasa from 1972 to

1978, the rentals based on the Lease Contract, Exhibit "P", and from 1979
to 1980, the rentals based on the Lease Contract, Exhibit "Q".

and thereafter commencing 1982, to account for and turn over the rental incomes paid or ought
to be paid for the use and occupancy of the properties and all improvements totalling 10,048 sq.
m., based on the rate per square meter prevailing in 1981 as indicated annually cumulative up
to 1984. Then, commencing 1985 and up to the satisfaction of the judgment, rentals shall be
computed at ten percent (10%) annually of the fair market values of the properties as appraised
by the Asian Appraisals, Inc. in August 1985. (Exhibits T to T-14, inclusive.)

4. To determine the market value of the properties at the time of the satisfaction of this judgment
and the total rental incomes thereof, the trial court is hereby directed to hold a hearing with
deliberate dispatch for this purpose only and to have the judgment immediately executed after
such determination.

5. Petitioners Choithram, Nirmla and Moti, all surnamed Ramnani, are also jointly and severally
liable to pay respondents Ishwar and Sonya Ramnani the amount of P500,000.00 as moral
damages, P200,000.00 as exemplary damages and attorney's fees equal to 10% of the total
award. to said respondents spouses.

6. The motion to dissolve the writ of preliminary injunction dated December 10, 1990 filed by
petitioners Choithram, Nirmla and Moti, all surnamed Ramnani, is hereby DENIED and the said
injunction is hereby made permanent. Let a writ of attachment be issued and levied against the
properties and improvements subject of this litigation to secure the payment of the above awards
to spouses Ishwar and Sonya.

7. The mortgage constituted on the subject property dated June 20, 1989 by petitioners
Choithram and Nirmla, both surnamed Ramnani in favor of respondent Overseas Holding, Co.
Ltd. (in G.R. No. 85496) for the amount of $3-M is hereby declared null and void. The Register