G.R. No. 175687 - MATERRCO, INC., VS. FIRST LANDLINK ASIA DEVELOPMENT CORPORATION.D E C I S I O N - Supreme Court E-Library

Ruling

Accordingly, the Ongs paid P100 million in cash for their subscription to 1,000,000 shares of stock while the Tius committed to contribute to FLADC a four-storey building and two parcels of land respectively valued at P20 million (for 200,000 shares), P30 million (for 300,000 shares) and P49.8 million (for 49,800 shares) to cover their additional 549,800 stock subscription therein. The Ongs paid in another P70 million to FLADC and P20 million to the Tius over and above their P100 million investment, the total sum of which (P190 million) was used to settle the P190 million mortgage indebtedness of FLADC to PNB. The business harmony between the Ongs and the Tius in FLADC, however, was shortlived because the Tius, on February 23, 1996, rescinded the Pre-Subscription Agreement. The Tius accused the Ongs of (1) refusing to credit to them the FLADC shares covering their real property contributions; (2) preventing David S. Tiu and Cely Y. Tiu from assuming the positions of and performing their duties as Vice-President and Treasurer, respectively, and (3) refusing to give them the office spaces agreed upon. x x x x The controversy finally came to a head when [SEC Case No. 02-96-5269] was commenced by the Tius on February 27, 1996 at the Securities and Exchange Commission (SEC), seeking confirmation of their rescission of the Pre-Subscription Agreement. x x x [2] It was in light of the foregoing that FLADC, now under the control of the Ongs, filed with the MeTC of Pasay City a complaint for ejectment against MATERRCO on November 29, 1996, docketed as Civil Case No. 987-96, from which the present petition originated. The complaint sought to eject MATERRCO's "Masagana Department Store and Supermarket" from the premises of Masagana Citimall and also from the 150 square meter (sq. m.) lot covered by TCT No. 135325 in the name of FLADC which was leased to MATERRCO. The complaint for ejectment filed by FLADC alleged that in September 1994, FLADC as lessor and MATERRCO as lessee entered into a verbal contract of lease over several commercial spaces in Masagana Citimall; that a written contract of lease was forwarded by FLADC to MATERRCO but the same was never returned; that the parties agreed, inter alia , on rental rates, [3] leased areas, "aircon" and Common Usage Area (CUSA) charges; that MATERRCO also leased the 150-sq. m. parcel of land owned by FLADC beginning March 1995, at the rate of P10,000.00 a month; that FLADC had made several demands for MATERRCO to pay its back rentals, electricity, water and "aircon" bills and CUSA charges but the same were repeatedly ignored; and that FLADC through counsel, by letter dated September 9, 1996, demanded that MATERRCO vacate the leased premises and pay its back rentals and bills. The complaint prayed that judgment be rendered as follows: Ordering the defendant , or any person claiming right under it, to immediately vacate the leased premises; Ordering the defendant to pay the plaintiff the following amounts: P18,591