G.R. No. 119769 - BERNARD RAYMOND T. SAULOG, VIRGINIA A. SAULOG, TEODORO A. SAULOG, MAURA S. AGUINALDO, SUSAN SAULOG, MELQUIADES A. SAULOG, LILIA S. VENTURINA, MARIETTA S. VERGARA, DAGUPAN BUS CO., INC. AND SAULOG TRANSIT INC., VS. THE COURT OF APPEALS AND GAMMA HOLDINGS CORP..

Ruling

accordingly, made a proposal that the sale of the assets could be transformed instead into a sale of all the stocks of the two (2) bus companies, having determined that the taxes to be paid by them would be lesser under such a scheme. The proposal became the subject of several meetings/discussions between the individual petitioners and the private respondents representatives. Eventually, they agreed on a stock purchase agreement. [8] In a meeting held on or about May 13, 1993, the parties agreed on the terms of the sale. Forthwith, the individual petitioners and/or their authorized representatives and private respondents representative individually signed copies of the "Terms of DBC-STI Sale." [9] Rene Azurin signed for the private respondent in the copies of the said "Terms of DBC-STI Sale" which were retained by the petitioners. Thereafter, private respondent made demands on the petitioners to implement the sale and comply with their agreement. [10] Five of the individual petitioners, namely: Teodoro A. Saulog, Susan A. Saulog, Melquiades A. Saulog, Lilia S. Venturina and Marietta S. Vergara, refused to comply with the agreement. On account of this refusal and in view of information that the petitioners were offering for sale to other parties their shares of stock in the two (2) bus companies and some or all of the assets thereof, the private respondent filed the complaint adverted to above against all the petitioners. [11] The trial court issued the temporary restraining order prayed for. At the hearing on the preliminary injunction, private respondent manifested that it was submitting the matter on the bases of the pleadings submitted by the parties. Thus, it was upon such pleadings, i.e., verified complaint, opposition and reply to opposition, that the trial court ruled affirmatively on the application for the issuance of a writ of preliminary injunction, in its order dated April 29, 1994, a pertinent portion of which reads: "After evaluating the arguments of both parties and their annexes, the Court finds a necessity to issue a preliminary injunction, it appearing that an agreement denominated as "Terms of DBC-STI Sale (Annexes A to A-5) bears the signature of the parties. Defendants allegations against the said documents are mainly evidentiary in nature so much so that there is a necessity to hear and receive evidence on the circumstances attendant thereto. Moreover, it also appears that there is no rescission yet of Annexes A to A-5. Again, this is also a matter of evidence. Thus, the necessity in the meantime to preserve the subjects of this case which are the stocks of the Dagupan Bus Company, Inc. and Saulog Transit, Inc. treated in the Terms of DBC-STI Sale. WHEREFORE, premises above considered, let a preliminary injunction issue hereby restraining and enjoining the individual defendants from selling any of the shares of stock in the two defendant bus companies and the two defendant bus companies and any of their officer