I.SHORT TITLE: WOLFGANG AURBACH ET AL. V.

SANITARY WARES MANUFACTURING

CORPORATION

II.FULL TITLE: WOLRGANG AURBACH, JOHN GRIFFIN, DAVID P. WHITTINGHAM and

CHARLES CHAMSAY, vs.SANITARY WARES MANUFACTURING CORPORATOIN, ERNESTO
V. LAGDAMEO, ERNESTO R. LAGDAMEO, JR., ENRIQUE R. LAGDAMEO, GEORGE F. LEE,
RAUL A. BONCAN, BALDWIN YOUNG and AVELINO V. CRUZ

III.TOPIC: POWERS OF CORPORATION

IV.STATEMENT OF FACTS: Saniwares, a domestic corporation was incorporated for the primary purpose of
manufacturing and marketing sanitary wares. One of the incorporators, went abroad to look for foreign partners,
who could help in its expansion plans. In 1962, ASI, a foreign corporation domiciled in Delaware, United States
entered into an Agreement with Saniwares and some Filipino investors whereby ASI and the Filipino investors
agreed to participate in the ownership of an enterprise which would engage primarily in the business of
manufacturing in the Philippines and selling here and abroad vitreous china and sanitary wares. The parties
agreed that the business operations in the Philippines shall be carried on by an incorporated enterprise and that
the name of the corporation shall initially be "Sanitary Wares Manufacturing Corporation."

The joint enterprise prospered. Unfortunately, with the business successes, there came a deterioration of the
initially harmonious relations between the two groups. According to the Filipino group, a basic disagreement
was due to their desire to expand the export operations of the company to which ASI objected. The annual
stockholders' meeting was held. Disposing of the preliminary items in the agenda, the stockholders then
proceeded to the election of the members of the board of directors. The ASI group nominated three persons
namely; Wolfgang Aurbach, John Griffin and David P. Whittingham. The Philippine investors nominated six,
namely; Ernesto Lagdameo, Sr., Raul A. Boncan, Ernesto R. Lagdameo, Jr., George F. Lee, and Baldwin Young.

Mr. Eduardo R, Ceniza then nominated Mr. Luciano E. Salazar, who in turn nominated Mr. Charles Chamsay.
The chairman, Baldwin Young ruled the last two nominations out of order on the basis of section 5 (a) of the
Agreement, the consistent practice of the parties during the past annual stockholders' meetings to nominate only
nine persons as nominees for the nine-member board of directors. There were protests against the action of the
Chairman and heated arguments ensued.

These incidents triggered off the filing of separate petitions by the parties with the (SEC). The first petition filed
was for preliminary injunction by Saniwares, Emesto V. Lagdameo, Baldwin Young, Raul A. Bonean Ernesto
R. Lagdameo, Jr., Enrique Lagdameo and George F. Lee against Luciano Salazar and Charles Chamsay. The
second petition was for quo warranto and application for receivership by Wolfgang Aurbach, John Griffin, David
Whittingham, Luciano E. Salazar and Charles Chamsay against the group of Young and Lagdameo and Avelino
F. Cruz. Both sets of parties except for Avelino Cruz claimed to be the legitimate directors of the corporation.

Hearing officer who rendered a decision upholding the election of the Lagdameo Group and dismissing the quo
warranto petition of Salazar and Chamsay. The ASI Group and Salazar appealed the decision to the SEC en banc
which affirmed the hearing officer's decision.

Intermediate Appellate Court in its decision ordered the remand of the case to the Securities and Exchange
Commission with the directive that a new stockholders' meeting of Saniwares be ordered.

V. STATEMENT OF THE CASE: These consolidated petitions seek the review of the amended decision of the
Court of Appeals in CA-G.R. SP Nos. 05604 and 05617 which set aside the earlier decision dated June 5, 1986,
of the then Intermediate Appellate Court and directed that in all subsequent elections for directors of Sanitary
Wares Manufacturing Corporation (Saniwares), American Standard Inc. (ASI) cannot nominate more than three
(3) directors; that the Filipino stockholders shall not interfere in ASI's choice of its three (3) nominees; that, on
the other hand, the Filipino stockholders can nominate only six (6) candidates and in the event they cannot agree
on the six (6) nominees, they shall vote only among themselves to determine who the six (6) nominees will be,
with cumulative voting to be allowed but without interference from ASI.

VI. ISSUES: (1) Whether or not the business established was a joint venture or a corporation.
(2) Whether or not the ASI Group may vote their additional 10% equity during elections of
Saniwares' board of directors.

VII. RULING: (1) Joint Venture, the rule is that whether the parties to a particular contract have thereby
established among themselves a joint venture or some other relation depends upon their actual intention which
is determined in accordance with the rules governing the interpretation and construction of contracts.

Our examination of important provisions of the Agreement as well as the testimonial evidence presented by the
Lagdameo and Young Group shows that the parties agreed to establish a joint venture and not a corporation. The
history of the organization of Saniwares and the unusual arrangements which govern its policy making body are
all consistent with a joint venture and not with an ordinary corporation. According to the unrebutted testimony
of Mr. Baldwin Young, he negotiated the Agreement with ASI in behalf of the Philippine nationals. He testified
that ASI agreed to accept the role of minority vis-a-vis the Philippine National group of investors, on the
condition that the Agreement should contain provisions to protect ASI as the minority.

It is pertinent to note that the provisions of the Agreement requiring a 7 out of 9 votes of the board of directors
for certain actions, in effect gave ASI (which designates 3 directors under the Agreement) an effective veto
power. Furthermore, the grant to ASI of the right to designate certain officers of the corporation; the super-
majority voting requirements for amendments of the articles and by-laws; and most significantly to the issues of
tms case, the provision that ASI shall designate 3 out of the 9 directors and the other stockholders shall designate
the other 6, clearly indicate that there are two distinct groups in Saniwares, namely ASI, which owns 40% of the
capital stock and the Philippine National stockholders who own the balance of 60%, and that 2) ASI is given
certain protections as the minority stockholder.

Premises considered, we believe that under the Agreement there are two groups of stockholders who established
a corporation with provisions for a special contractual relationship between the parties, i.e., ASI and the other
stockholders.

Moreover, ASI in its communications referred to the enterprise as joint venture. Baldwin Young also testified
that Section 16(c) of the Agreement that "Nothing herein contained shall be construed to constitute any of the
parties hereto partners or joint venturers in respect of any transaction hereunder" was merely to obviate the
possibility of the enterprise being treated as partnership for tax purposes and liabilities to third parties.

(2)NO, This Court should recognize and uphold the division of the stockholders into two groups, and at the same
time uphold the right of the stockholders within each group to cumulative voting in the process of determining
who the group's nominees would be. In practical terms, as suggested by appellant Luciano E. Salazar himself,
this means that if the Filipino stockholders cannot agree who their six nominees will be, a vote would have to be
taken among the Filipino stockholders only. During this voting, each Filipino stockholder can cumulate his votes.

ASI, however, should not be allowed to interfere in the voting within the Filipino group. Otherwise, ASI would
be able to designate more than the three directors it is allowed to designate under the Agreement, and may even
be able to get a majority of the board seats, a result which is clearly contrary to the contractual intent of the
parties.

Such a ruling will give effect to both the allocation of the board seats and the stockholder's right to cumulative
voting. Moreover, this ruling will also give due consideration to the issue raised by the appellees on possible
violation or circumvention of the Anti-Dummy Law (Com. Act No. 108, as amended) and the nationalization
requirements of the Constitution and the laws if ASI is allowed to nominate more than three directors.

ASI Group and petitioner Salazar, now reiterate their theory that the ASI Group has the right to vote their
additional equity pursuant to Section 24 of the Corporation Code which gives the stockholders of a corporation
the right to cumulate their votes in electing directors and adds that this right if granted to the ASI Group would
not necessarily mean a violation of the Anti-Dummy Act.

ASI Group's argument is correct within the context of Section 24 of the Corporation Code. The point of query,
however, is whether or not that provision is applicable to a joint venture with clearly defined agreements.

The legal concept of ajoint venture is of common law origin. It has no precise legal definition but it has been
generally understood to mean an organization formed for some temporary purpose. The main distinction in
common law jurisdictions is that the partnership contemplates a general business with some degree of continuity,
while the joint venture is formed for the execution of a single transaction, and is thus of a temporary nature. This
observation is not entirely accurate in this jurisdiction, since under the Civil Code, a partnership may be particular
or universal, and a particular partnership may have for its object a specific undertaking. It would seem therefore
that under Philippine law, a joint venture is a form of partnership and should thus be governed by the law of
partnerships. The Supreme Court has however recognized a distinction between these two business forms, and
has held that although a corporation cannot enter into a partnership contract, it may however engage in a joint
venture with others.

With these findings, we the decisions of the SEC Hearing Officer and SEC which were impliedly affirmed by
the appellate court declaring the first 9: Wolfgang Aurbach, John Griffin, David P Whittingham, Emesto V.
Lagdameo, Baldwin young, Raul A. Boncan, Emesto V. Lagdameo, Jr., Enrique Lagdameo, and George F. Lee
as the duly elected directors of Saniwares at the March 8,1983 annual stockholders' meeting

VII.DISPOSITIVE PORTION: WHEREFORE, the petitions in G.R. Nos. 75975-76 and G.R. No. 75875 are
DISMISSED and the petition in G.R. No. 75951 is partly GRANTED. The amended decision of the Court of
Appeals is MODIFIED in that Messrs. Wolfgang Aurbach John Griffin, David Whittingham Emesto V.
Lagdameo, Baldwin Young, Raul A. Boncan, Ernesto R. Lagdameo, Jr., Enrique Lagdameo, and George F. Lee
are declared as the duly elected directors of Saniwares at the March 8,1983 annual stockholders' meeting. In all
other respects, the questioned decision is AFFIRMED. Costs against the petitioners in G.R. Nos. 75975-76 and
G.R. No. 75875.
I.SHORT TITLE: PILIPINAS LOAN COMPANY INC. V. HON. SEC AND FILIPINAS PAWNSHOP

II.FULL TITLE: PILIPINAS LOAN COMPANY, INC., vs. HON. SECURITES AND EXCHANGE
COMMISSION AND FILIPINAS PAWNSHOP, INC

III.TOPIC: POWERS OF CORPORATION

IV.STATEMENT OF FACTS: Filipinas Pawnshop, Inc. (private respondent) is a duly organized corporation
registered with SEC with its principal place of business located along Pedro Gil St Paco, Metro Manila. The
articles of incorporation of private respondent states that its primary purpose is to extend loans at legal interest
on the security of either personal properties or on the security of real properties, and to finance installment sales
of motor vehicles, home appliances and other chattels.

Petitioner is a lending corporation duly registered with the SEC with some of its places of business located along
Pedro Gil, Sta. Ana, Manila and Onyx St., cor. Augusto Francisco St., San Andres, Paco, Manila. Based on its
articles of incorporation, the primary purpose of petitioner is: To act as a lending investor or, otherwise, to engage
in the practice of lending money or extending loans on the security of real or personal, tangible or intangible
properties whether as pledge, real or chattel mortgage or otherwise, xxx without however, engaging in pawn
broking as defined under PD 114.

Private respondent filed a complaint against petitioner with the Prosecution and Enforcement Department (PED)
of the SEC. The complaint alleged that:

(1)Petitioner, contrary to the restriction set by the Commission, has been operating and doing business as a
pawnbroker, pawnshop or "sanglaan" in the same neighborhood where private respondent has had its own
pawnshop for 30 years in violation of its primary purpose and without the imprimatur of the Central Bank to
engage in the pawnshop business thereby causing unjust and unfair competition with private respondent; and (2)
the business name of petitioner, "PILIPINAS" Loan, bears similarity in spelling and phonetics with the corporate
name of private respondent, "FILIPINAS" Pawnshop, creating constant confusion in the minds of the public and
the customers of private respondent.

In the same complaint, private respondent urged the SEC to: (1) order petitioner to change its business name,
Pilipinas Loan, and cease from using it in the near future; (2) order Pilipinas Loan to cease and desist from
engaging in the business of pawnbroking as defined under PD No. 114; and (3) impose upon the director, officers,
employees or persons responsible such penalties as may be proper under the law.

Petitioner filed its Comment questioning the power of the SEC to take cognizance of the complaint involving
(1) a supposed violation of the Pawnshop Regulations Act which is more properly within the jurisdiction of the
Central Bank; and (2) the determination of whether a corporate name is confusingly similar to another which is
within the jurisdiction of the regular courts. Petitioner denied that it is engaged in the pawnshop business,
alleging that it is a lending investor duly registered with the Central Bank.

PED of the SEC issued an Order directing petitioner to amend its articles of incorporation by changing the word
"Pilipinas" in its corporate name, and to cease and desist from further engaging in the business of pawnshop or
"sanglaan".SEC en banc affirmed decision. Court of Appeals affirmed the decision.

Petitioner points out that in the enforcement of PD 114, the Central Bank is possessed with investigatory or
inquisitorial powers which include the power to inspect, or to secure, or to require the disclosure of information
by means of accounts, records, reports, statements, testimony of witnesses, production of documents, etc.
Allegedly, it is only after the Central Bank has made a determination of whether petitioner is engaged in
pawnbroking that the SEC can exercise its regulatory powers over petitioner. Petitioner thus insists that the
jurisdiction of the SEC is limited to matters intrinsically connected with the regulation of corporations,
partnerships and associations and those dealing with the internal affairs of such entities. The SEC allegedly
cannot arrogate unto itself the power to look into violations of PD 114 when such power rests solely with the
Central Bank.

V. STATEMENT OF THE CASE: Before us is a petition for review on certiorari under Rule 45 of the Rules of
Court of the Decision2 of the Court of Appeals in CA-G.R. SP No. 25782 entitled "Pilipinas Loan Company, Inc.
vs. Honorable Securities and Exchange Commission and Filipinas Pawnshop, Inc." dated October 31, 1991 and
Resolution dated March 19, 1992 which denied the motion for reconsideration of herein petitioner Pilipinas Loan
Company, Inc. (petitioner).

VI. ISSUES:

Whether or not SEC has authority to determine whether a registered entity is violating PD 114.

Whether or not Petitioner was engaged in pawnbrokerage.

VII. RULING: YES, Petitioner conjures a supposed conflict of jurisdiction between the Central Bank and the
SEC by insisting that it is only the Central Bank that has jurisdiction over violations of PD 114. The argument
is misplaced. Basic is the rule that it is the allegations in the complaint that vests jurisdiction. Jurisprudence
states that when the thrust of a complaint is on the ultra vires act of a corporation, that is the complained act of
a corporation is contrary to its declared corporate purposes, the SEC has jurisdiction to entertain the complaint
before it. The articles of incorporation of petitioner contained this prohibition: "without, however, engaging in
pawnbroking as defined in PD 114" and despite this restriction, petitioner allegedly continued to actually operate
and do business as a pawnshop. The complaint thus treats of a violation of petitioner’s primary franchise.
Section 5 of PD 114, the same law invoked by petitioner, mandates that a corporation desiring to engage
in the pawnshop business must first register with the SEC. Without question, the complaint filed by private
respondent against petitioner called upon the SEC to exercise its adjudicatory and supervisory powers. By law,
the SEC has absolute jurisdiction, supervision and control over all corporations that are enfranchised to act as
corporate entities. A violation by a corporation of its franchise is properly within the jurisdiction of the SEC.

A corporation, under the Corporation Code, has only such powers as are expressly granted to it by law and by
its articles of incorporation,8 those which may be incidental to such conferred powers, those reasonably
necessary to accomplish its purposes and those which may be incident to its existence.9 In the case at bar, the
limit of the powers of petitioner as a corporation is very clear, it is categorically prohibited from "engaging in
pawnbroking as defined under PD 114

Indispensable therefore to the determination of whether or not petitioner had violated its articles of incorporation,
was an inquiry by the SEC if petitioner was holding out itself to the public as a pawnshop. It must be stressed
that the determination of whether petitioner violated PD 114 was merely incidental to the regulatory powers of
the SEC, to see to it that a corporation does not go beyond the powers granted to it by its articles of incorporation.

Sec. 5. In addition to the regulatory and adjudicative functions of the Securities and Exchange Commission over
corporations, partnerships and other forms of associations registered with it as expressly granted under existing
laws and decrees, it shall have original and exclusive jurisdiction to hear and decide cases involving:

a) Devices and schemes employed by or any acts of the board of directors, business associates, its officers or
partners, amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or
of the stockholders, partners, members of associations or organizations registered with the commission’".
Clearly, the recital in the complaint of private respondent that petitioner is engaged in the pawnshop business
when it is not authorized to do so by its articles of incorporation amounts to fraud, detrimental not only to the
corporation but also to the stockholders and the public. The relationship involved in this controversy is a category
of relationship over which the SEC has exclusive jurisdiction

(2) YES, A careful examination and analysis of the records of this case indicates that petitioner has indeed
engaged in the business of pawnbroking. It is not argued that petitioner do (sic) lend money on the security of
personal property. What must be observed though are the very prominent words "SANGLAAN" found on its
billboards which cannot but give the impression to the public that its establishment is more of a pawnshop than
a lending institution servicing different kinds of loans. The word "SANGLAAN", especially in big cities, have
come to be associated with pawnshops and it denotes the idea of a place where one presents personal property
for a loan, which is the exclusive domain of a pawnshop. Thus, the use of such word by petitioner was more
calculated to attract customers who will acquire loans on the security of personal properties alone. That this
activity is in fact undertaken can be readily deduced from the graphic and unmistakable set-up of petitioner’s
place of business which is a picture of a typical pawnshop where a person transacts through small glass
openings labeled ‘sangla’ and ‘tubos’. Moreover, the supposed "promissory note" evidencing a
customer’s transaction with petitioner, is more of a pawnticket than what it represents.

"1. The contents of the ‘pawnshop tickets’ issued by respondent PILIPINAS LOAN as "promissory notes"
are basically pawnshop tickets which as provided in the Pawnshop Regulation Act, PD No. 114

2. The only document required to be executed by the customers (pawners) of respondent Pilipinas Loan is the
aforesaid "Promissory Loan", which is the only document also commonly required in pawnshops or "sanglaan";
whereas genuine lending investors require a set of documents xxx.

3. The respondent Pilipinas Loan always takes possession of the "pawn" or articles pawned to secure the loan;
whereas, if it is truly operating as a Lending Investor it does not have to take possession of the article pledged
or mortgaged because the borrower’s capacity to pay is established, normally with a co-maker.

VII.DISPOSITIVE PORTION: WHEREFORE, in view of the foregoing, the petition is DENIED. Costs against
petitioner.
I.SHORT TITLE: MID PASIG LAND AND DEV. CORPORATION V. TABLANTE

II.FULL TITLE: MID-PASIG LAND DEVELOPMENT CORPORATION, vs. MARIO TABLANTE,

doing business under the name and style ECRM ENTERPRISES; ROCKLAND CONSTRUCTION
COMPANY; LAURIE LITAM; and MC HOME DEPOT, INC.

III.TOPIC: POWERS OF CORPORATION

IV.STATEMENT OF FACTS: Petitioner is the registered owner of a piece of land situated in Pasig City,
bounded by Meralco Avenue, Ortigas Avenue, Doña Julia Vargas Avenue, and Valle Verde Subdivision.
Petitioner, represented by its Chairman and President, Ronaldo Salonga, and ECRM Enterprises, represented by
its proprietor, Mario P. Tablante, executed an agreement whereby the former would lease to the latter an area,
approximately one (1) hectare, of the aforesaid land, for a period of three (3) months, to be used as the staging
area for the Home and Garden Exhibition Fair.

On March 6, 2000, the date of the expiration of the Lease Agreement, Tablante assigned all his rights and
interests under the said agreement to respondents Litam and/or Rockland Construction Company, Inc.
(Rockland) under a Deed of Assignment of the same date. Petitioner eventually learned that respondent Tablante
had executed a Contract of Lease with respondent MC Home Depot, Inc. over the same parcel of land. Thereafter,
respondent MC Home Depot, Inc. constructed improvements on the land and subdivided the area into fifty-nine
(59) commercial stalls, which it leased to various entities. Upon the expiration of the lease, petitioner demanded
that respondents vacate the land.

Consequently, petitioner filed for unlawful detainer against herein respondents.

Meantime, the MTC rendered judgment in the unlawful detainer case. In the main, the trial court ruled that the
issue did not involve material or physical possession, but rather, whether or not ECRM had the right to exercise
an option to renew its lease contract. The MTC stated that, considering that this issue was incapable of pecuniary
estimation, jurisdiction over the case was vested in the RTC. The trial court, dismissed for lack of merit.

On appeal, RTC affirmed in toto. A petition for certiorari was consequently filed with the CA. In the assailed
resolution CA resolved to dismiss the petition on the following grounds:

1) The verification and certification against non-forum shopping was signed by a certain Antonio A. Merelos as
General Manager of the petitioner-corporation without attaching therewith a Corporate Secretary’s certificate
or board resolution that he is authorized to sign for and on behalf of the petitioner; and

2) Lack of pertinent and necessary documents which are material portions of the record as required by Section
2, Rule 42 of the Rules of Civil Procedure.

V. STATMENT OF THE CASE: Assailed in the instant petition are the two (2) Resolutions1 of the Court of
Appeals (CA) dated November 20, 2003 and March 22, 2004, dismissing the petition for certiorari before it on
technical grounds and denying the motion for reconsideration thereof, respectively.

VI. ISSUES:
Whether or not court of appeals committed reversible error in holding that the verification and
certification against forum-shopping in the petition failed to attach the board resolution showing the
authority of the affiant.

VII. RULING: The petition is granted. It must be borne in mind that Sec. 23, in relation to Sec. 25 of the
Corporation Code, clearly enunciates that all corporate powers are exercised, all business conducted, and all
properties controlled by the board of directors. A corporation has a separate and distinct personality from its
directors and officers and can only exercise its corporate powers through the board of directors. Thus, it is clear
that an individual corporate officer cannot solely exercise any corporate power pertaining to the corporation
without authority from the board of directors. This has been our constant holding in cases instituted by a
corporation.

In a slew of cases, however, we have recognized the authority of some corporate officers to sign the verification
and certification against forum shopping. We have held that the following officials or employees of the company
can sign the verification and certification without need of a board resolution: (1) the Chairperson of the Board
of Directors, (2) the President of a corporation, (3) the General Manager or Acting General Manager, (4)
Personnel Officer, and (5) an Employment Specialist in a labor case.

The rationale applied in the foregoing cases is to justify the authority of corporate officers or representatives of
the corporation to sign the verification or certificate against forum shopping, being "in a position to verify the
truthfulness and correctness of the allegations in the petition.

It is thus clear that the failure to attach the Secretary’s Certificate, attesting to General Manager Antonio
Merelos’s authority to sign the Verification and Certification of Non-Forum Shopping, should not be
considered fatal to the filing of the petition. Nonetheless, the requisite board resolution was subsequently
submitted to the CA, together with the pertinent documents. Considering that petitioner substantially complied
with the rules, the dismissal of the petition was, therefore, unwarranted. Time and again, we have emphasized
that dismissal of an appeal on a purely technical ground is frowned upon especially if it will result in unfairness.
The rules of procedure ought not to be applied in a very rigid, technical sense for they have been adopted to help
secure, not override, substantial justice. For this reason, courts must proceed with caution so as not to deprive a
party of statutory appeal.

After a finding that the CA erred in dismissing the petition before it, a remand of the case is in order. However,
a perusal of the records reveals that this is no longer necessary in light of relevant developments obtaining in the
case at bar.

Petitioner, alleged that respondents’ possessory claims had lapsed and, therefore, had become moot and
academic. Respondent Rockland prayed that a three-year lease period be granted to it in order that it
would be able to plan its activities more efficiently. Since the claimed "lease contract" had already expired as of
July or August 2003, there appears no reason why respondents should continue to have any claim to further
possession of the property.

Respondent Rockland also stated in its Memorandum that it was no longer in possession of the subject property
considering that:

In the case of "Rockland Construction Company, Inc. vs. Mid-Pasig Land Development Corporation, et al. and
the Omnibus Order, affirming the aforesaid Resolution, Branch 67 Pasig City Regional Trial Court Presiding
Judge Mariano M. Singzon awarded possession of subject property to Pasig Printing Corporation, an intervenor
in the SCA case.

51. At present, petitioner does not have a cause of action against herein respondent Rockland. Respondent is not
unlawfully withholding possession of the property in question as in fact respondent is not in possession of the
subject property. The issue of possession in this ejectment case has therefore been rendered moot and academic.14

This allegation was confirmed by respondent MC Home Depot, Inc. in its Comment/Memorandum. It stated
therein that "the passage of time has rendered the issue of possession moot and academic with respect to
respondent Rockland, as the three-year period has long been expired in 2003. Furthermore, respondent MC
Home Depot, Inc. asserts that it is in rightful possession of the land on the strength of a Memorandum of
Agreement between the latter and Pasig Printing Corporation. By petitioner’s admission that while it remains
the registered owner of the land, possession of the same had been adjudicated in favor of Pasig Printing
Corporation, another entity without any contractual relationship with petitioner, on the strength of an Order from
the RTC of Pasig City. Considering that Pasig Printing Corporation has the jus possessionis over the subject
property, it granted the MC Home Depot, Inc. actual occupation and possession of the subject property for a
period of four (4) years, renewable for another four (4) years upon mutual agreement of the parties.

VII.DISPOSITIVE PORTION: WHEREFORE, the petition is GANTED. The assailed Resolutions of the Court
of Appeals are REVERSED and SET ASIDE. However, in view of the developments which have rendered the
issue of the right of possession over the subject property moot and academic, the main case is hereby considered
CLOSED AND TERMINATED.