G.R. No. 85494 May 7, 1991
85494 May 7, 1991
CHOITHRAM JETHMAL RAMNANI AND/OR NIRMLA V. RAMNANI and
MOTI G. RAMNANI vs. COURT OF APPEALS, SPOUSES ISHWAR JETHMAL
RAMNANI, SONYA JETHMALRAMNANI and OVERSEAS HOLDING CO.,
LTD.,
G.R. No. 85496 May 7, 1991
SPOUSES ISHWAR JETHMAL RAMNANI AND SONYA JET RAMNANI,
vs. THEHONORABLE COURT OF APPEALS, ORTIGAS & CO., LTD.
PARTNERSHIP, and OVERSEASHOLDING CO., LTD.,
FACTS:
Ishwar Jethmal Ramnani and his wife Sonya had their main business based in New
York. Ishwar received US $150,000.00 from his father-in-law in Switzerland. In 1965,
Ishwar Jethmal Ramnani 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. Subsequently, spouses Ishwar executed a general power of
attorney appointing Ishwar’s full blood brothers Choithram and Navalrai as attorneys-in-
fact, empowering them to manage and conduct their business concerns in the
Philippines. Choithram, as attorney-in-fact, entered into two agreements for the
purchase of two parcels of land located in Pasig Rizal from Ortigas & Company, Ltd.
Partnership (Ortigas Ltd.) with a total area of approximately 10,048 square meters.Three
buildings were constructed thereon and were leased out by Choithram as attorney-in-fact
of spouses Ishwar.Two of these buildings were later burned. In 1970 Ishwar asked
Choithram to account for the income and expenses relative to these properties during
theperiod 1967 to 1970.Choithram failed and refused to render such accounting which
prompted Ishwar to revoke the general power of attorney. Choithram and Ortigas Ltd.
were duly notified by notice in writing of such revocation. It was also registered withthe
Securities and Exchange Commission and published in The Manila Times. Nevertheless,
Choithram as such attorney-in-fact of Ishwar, transferred all rights and interests of
Ishwar spouses infavor of Nirmla Ramnani, the wife of Choitram’s son, Moti.Ortigas
also executed the corresponding deeds of sale in favor of Nirmla and the TCT ISSUEd
in her favour..Thus, spouses Ishwar filed a complaint in the Court of First Instance of
Rizal against Choithram and spouses Nirmlaand Moti (Choithram et al.) and Ortigas
Ltd. for reconveyance of said properties or payment of its value and damages.Trial court
dismissed the complaint ruling that the lone testimony of Ishwar regarding the cash
remittance is unworthy of faith and credit because the cash remittance was made before
the execution of the general power of attorney. Ishwar also failed to corroborate this
lone testimony and did not exhibit any commercial document as regard to the alleged
remittances. It believed the claim of Choitram that he and Ishwar entered into a
temporary arrangement in order to enable Choithram, then a British citizen, to purchase
the properties in the name of Ishwar who was an American citizen andwho was then
qualified to purchase property in the Philippines under the then Parity Amendment.
Upon appeal, the CA reversed the decision and gave credence to Ishwar. It upHELD the
validity of Ishwar’s testimony and gave cognizance to a letter written by Choihtram
imploringIshwar to renew the power of attorney after it was revoked. It states therein
that Choithram reassures his brother that he is not after his money and that the
revocation is hurting the reputation of Ishwar. Choithram also made nomention of his
claimed temporary arrangement in the letter..The CA ruled that Choithram is also
estopped in pais or by deed from claiming an interest over the properties. Because of
Choitram’s admissions from (1) power of attorney, (2) the Agreements, and (3) the
Contract of Lease
It furthermore HELD that 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 circumvents the disqualification provision of aliens
acquiring real properties in the Philippines. Upholding the supposed "temporary
arrangement" with Ishwar would be sanctioning the perpetration of an illegal act and
culpable violation of the Constitution. During the pendency of the case, Choithram made
several attempts to dispose of his properties by way of donationand also mortgaged the
properties under litigation for 3 million USD to a shell partnership with a mere capital of
100 USD. The Supreme Court affirms the findings of the Court of Appeals.
ISSUE: Whether or not there was a partnership between the brothers Ishwar and
Choithram
HELD:
Yes, Even without a written agreement, the scenario is clear. Spouses Ishwar supplied
the capital of $150,000.00 for the business. 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 now— a valuable asset worth millions of pesos. 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, because of the devious
machinations and schemes that Choithram employed he should pay moral and
exemplary damages as well as attorney's fees to spouses Ishwar.
ISSUE: Whether or not Ortigas Ltd. is liable.HELD: Yes, because Ortigas had several
notices of the revocation
. .
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
G.R. No.
CHOITHRAM JETHMAL RAMNANI AND/OR NIRMLA V. RAMNANI and
MOTI G. RAMNANI vs. COURT OF APPEALS, SPOUSES ISHWAR JETHMAL
RAMNANI, SONYA JETHMALRAMNANI and OVERSEAS HOLDING CO.,
LTD.,
G.R. No. 85496 May 7, 1991
SPOUSES ISHWAR JETHMAL RAMNANI AND SONYA JET RAMNANI,
vs. THEHONORABLE COURT OF APPEALS, ORTIGAS & CO., LTD.
PARTNERSHIP, and OVERSEASHOLDING CO., LTD.,
FACTS:
Ishwar Jethmal Ramnani and his wife Sonya had their main business based in New
York. Ishwar received US $150,000.00 from his father-in-law in Switzerland. In 1965,
Ishwar Jethmal Ramnani 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. Subsequently, spouses Ishwar executed a general power of
attorney appointing Ishwar’s full blood brothers Choithram and Navalrai as attorneys-in-
fact, empowering them to manage and conduct their business concerns in the
Philippines. Choithram, as attorney-in-fact, entered into two agreements for the
purchase of two parcels of land located in Pasig Rizal from Ortigas & Company, Ltd.
Partnership (Ortigas Ltd.) with a total area of approximately 10,048 square meters.Three
buildings were constructed thereon and were leased out by Choithram as attorney-in-fact
of spouses Ishwar.Two of these buildings were later burned. In 1970 Ishwar asked
Choithram to account for the income and expenses relative to these properties during
theperiod 1967 to 1970.Choithram failed and refused to render such accounting which
prompted Ishwar to revoke the general power of attorney. Choithram and Ortigas Ltd.
were duly notified by notice in writing of such revocation. It was also registered withthe
Securities and Exchange Commission and published in The Manila Times. Nevertheless,
Choithram as such attorney-in-fact of Ishwar, transferred all rights and interests of
Ishwar spouses infavor of Nirmla Ramnani, the wife of Choitram’s son, Moti.Ortigas
also executed the corresponding deeds of sale in favor of Nirmla and the TCT ISSUEd
in her favour..Thus, spouses Ishwar filed a complaint in the Court of First Instance of
Rizal against Choithram and spouses Nirmlaand Moti (Choithram et al.) and Ortigas
Ltd. for reconveyance of said properties or payment of its value and damages.Trial court
dismissed the complaint ruling that the lone testimony of Ishwar regarding the cash
remittance is unworthy of faith and credit because the cash remittance was made before
the execution of the general power of attorney. Ishwar also failed to corroborate this
lone testimony and did not exhibit any commercial document as regard to the alleged
remittances. It believed the claim of Choitram that he and Ishwar entered into a
temporary arrangement in order to enable Choithram, then a British citizen, to purchase
the properties in the name of Ishwar who was an American citizen andwho was then
qualified to purchase property in the Philippines under the then Parity Amendment.
Upon appeal, the CA reversed the decision and gave credence to Ishwar. It upHELD the
validity of Ishwar’s testimony and gave cognizance to a letter written by Choihtram
imploringIshwar to renew the power of attorney after it was revoked. It states therein
that Choithram reassures his brother that he is not after his money and that the
revocation is hurting the reputation of Ishwar. Choithram also made nomention of his
claimed temporary arrangement in the letter..The CA ruled that Choithram is also
estopped in pais or by deed from claiming an interest over the properties. Because of
Choitram’s admissions from (1) power of attorney, (2) the Agreements, and (3) the
Contract of Lease
It furthermore HELD that 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 circumvents the disqualification provision of aliens
acquiring real properties in the Philippines. Upholding the supposed "temporary
arrangement" with Ishwar would be sanctioning the perpetration of an illegal act and
culpable violation of the Constitution. During the pendency of the case, Choithram made
several attempts to dispose of his properties by way of donationand also mortgaged the
properties under litigation for 3 million USD to a shell partnership with a mere capital of
100 USD. The Supreme Court affirms the findings of the Court of Appeals.
ISSUE: Whether or not there was a partnership between the brothers Ishwar and
Choithram
HELD:
Yes, Even without a written agreement, the scenario is clear. Spouses Ishwar supplied
the capital of $150,000.00 for the business. 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 now— a valuable asset worth millions of pesos. 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, because of the devious
machinations and schemes that Choithram employed he should pay moral and
exemplary damages as well as attorney's fees to spouses Ishwar.
ISSUE: Whether or not Ortigas Ltd. is liable.HELD: Yes, because Ortigas had several
notices of the revocation
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