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SECOND DIVISION

March 7, 2018

G.R. No. 192530

TEE LING KIAT, Petitioner

vs.
AYALA CORPORATION (Substituted herein by its Assignee And Successor-in-Interest, BIENVENIDO B.M.
AMORA, JR.), Respondent

DECISION

CAGUIOA, J.:

Before this Court is a Petition for Review on Certiorari1 under Rule 45 of the Rules of Court. (Petition) filed by
Petitioner Tee Ling Kiat against Respondent Ayala Corporation, substituted by its assignee and successor-ininterest,
Bienvenido B.M. Amora, Jr., (Amora), assailing the Court of Appeals' (CA): (1) Decision2 dated September 24, 2009;
and (2) Resolution3 dated May 26, 2010 in CA-G.R. SP No. 105081.

In the assailed Decision and Resolution, the CA affirmed the Order4 of the Regional Trial Court - Makati City, Branch
59 (RTC Branch 59) dated February 20, 2008 and Order5 dated June 26, 2008, which dismissed Tee Ling Kiat's
Third-Party Claim6 in Civil Case No. 40074.7

The Antecedent Facts

The present petition arose from a judgment for a sum of money obtained by Ayala Corporation against Continental
Manufacturing Corporation (CMC) and Spouses Dewey and Lily Dee (Spouses Dee)8 in 1990.

On January 28, 1981, Ayala Corporation instituted a Complaint9 for Sum of Money with an application for a writ of
attachment against the Spouses Dee. The complaint was initially raffled to Branch 15 of the Court of First Instance
of Rizal. 10 It appears that on May 21, 1980, Ayala Investment and Development Corporation (AIDC) granted in favor
of CMC a money market line in the maximum amount of ₱2,000,000.00.11 With Dewey Dee as the President of CMC
then, the Spouses Dee executed a Surety Agreement on the same date, as guarantee for the money market line.
One of CMC's availments under the money market line was evinced by a Promissory Note12 dated November 20,
1980 for ₱800,000.00 due on January 16, 1981. AIDC subsequently endorsed the Promissory Note to Ayala
Corporation.13 CMC defaulted on its obligation under the promissory note, leading Ayala Corporation to institute a
claim for sum of money against CMC and the Spouses Dee. 14

Ruling on the Complaint for Sum of Money, the RTC - Makati City, Branch 149 (RTC Branch 149) ruled in favor of
Ayala Corporation in a Decision15 dated November 29, 1990, the dispositive portion of which reads:

WHEREFORE, in view of the foregoing, judgment is hereby rendered ordering [CMC and Spouses
Dee] to pay [Ayala Corporation]:

1. The sum of Eight Hundred Thousand (₱800,000.00) Pesos representing the amount of the subject
promissory note plus Twelve (12%) Percent per annum interest from date of maturity until fully paid;

2. The sum of Twenty Thousand (₱20,000.00) Pesos as attorney's fees; and

3. The costs of suit.

SO ORDERED.16

With the above Decision having attained finality, the RTC Branch 149 forthwith issued a Writ of Execution17 against
the Spouses Dee, commanding the sheriff18 to "cause the execution of the aforesaid judgment against Sps. Dewey
and Lily Dee, including payment in full of your lawful fees for the service of this writ."19 (Italics supplied)

Thereafter, on November 21, 2006, a Notice of Levy on Execution20 was issued and addressed to the Register of
Deeds of Antipolo City, to levy upon "the rights, claims, shares, interest, title and participation"21 that the Spouses
Dee may have in parcels of land covered by Transfer Certificates of Title (TCT) Nos. R-24038,22 R-24039,23 and R-
2404024 and any improvements thereon. 25 The parcels of land were registered in the name of Vonnel Industrial
Park, Inc. (VIP).26 According to the Sheriffs Retum27 filed on January 04, 2007, the titles over the subject properties
are registered in the name of VIP, in which Dewey Dee was an incorporator.28

Tee Ling Kiat's Third-Party Claim

On March 26, 2007, before the scheduled sale on execution,29 Tee Ling Kiat filed a Third-Party Claim, alleging that:

xx x the aforesaid levy was made based on the information that Mr. Dewey Dee was one of the
incorporators of VIP. Apparently, the Sheriff who caused the levy made the assumption that since Mr.
Dewey is one of the incorporators of VIP, then it follows that he is a stockholder thereof. Consequently,
as such stockholder, he would have rights, claims, shares, interest, title and participation in the real
properties belonging to VIP.

However, while Mr. Dewey Dee was indeed one of the incorporators of VIP, he is no longer a
stockholder thereof. He no longer has any rights, claims, shares, interest, title and participation in VIP
or any of its properties. As early as December 1980, Mr. Dewey Dee has already sold to Mr. Tee Ling
Kiat all his stocks in VIP, as evidenced by a cancelled check which he issued in Mr. Tee Ling Kiat's
favor. x x x

xxxx

Moreover, we would like to point out that even assuming that Mr. Dewey Dee is still a stockholder of
VIP, at most he merely has rights, claims, shares, interest, title and participation to its shares of stocks,
but not as to the real properties registered under its name, x x x It is well to note that this property is the
sole and exclusive property of VIP and that there is no showing that Mr. Dewey Dee has any right,
claim, share, interest, title and participation therein. It must be likewise be emphasized that VIP is a
corporate entity which has a legal personality separate and distinct from Mr. Dewey Dee and/or Ms. Lily
L. Dee.30

Attached to the Third-Party Claim was a copy of an Affidavit31 executed by Tee Ling Kiat, attesting to the fact that he
is a stockholder of VIP and that he acquired knowledge of the levy on the subject properties only through
newspaper,32 as well as a photocopy of cancelled checks33 issued by Tee Ling Kiat in Dewey Dee's favor, allegedly
as payment for the purchase of the latter's shares in VIP.

Acting on the Third-Party Claim, the Office of the Clerk of Court of the RTC issued a Notice of Third-Party Claim34 on
March 28, 2007. Amora, who by then had substituted Ayala Corporation, posted a bond in the amount of
₱2,658,700.00.35 VIP and Tee Ling Kiat opposed the posting of the bond in an Ex-Parte Motion36, claiming that the
bond was less than the value of the property levied upon.

Nevertheless, the court approved the bond, leading VIP and Tee Ling Kiat to file an Omnibus Motion37 to declare null
and void the Notice of Levy on Execution and all proceedings and issuances arising out of the same.38 In the
Omnibus Motion, VIP and Tee Ling Kiat reiterated that Dewey Dee no longer had any interest in the levied property
and that the bond was far less than the value of the property levied. 39

In his Opposition to Third Party Claimants' Omnibus Motion,40 Amora claimed that from the date of VIP's
incorporation until present, no general information sheets and audited financial statements have been submitted by
VIP to the Securities and Exchange Commission (SEC).41 Further, nowhere in the SEC records does Tee Ling Kiat's
name appear as a stockholder.42 Meanwhile, the case was re-raffled to the RTC Branch 59 due to the inhibition of
the judge formerly hearing the case.43

Ruling of the RTC Branch 59

The RTC, in an Order dated February 20, 2008, denied VIP and Tee Ling Kiat's Omnibus Motion and disallowed the
third-party claim because the alleged sale of shares of stock from Dewey Dee to Tee Ling Kiat was not proven.
Specifically, the RTC ruled that:

First, Tee Ling Kiat failed to adduce evidence to prove that the sale of shares of stock from Dewey Dee to Tee Ling
Kiat had taken place in accordance with the law. The purported Deed of Sale of Shares of Stock44 was not recorded
in the stock and transfer books of VIP, as required by Section 63 of the Corporation Code. 45 Thus, there was no
valid transfer of shares as against third persons. The R TC observed that in support of the purported sale of shares
of stock, Tee Ling Kiat merely submitted a cancelled check46 issued by Tee Ling Kiat in favor of Dewey Dee and a
photocopy47 of the Deed of Sale of Shares of Stock dated December 29, 1980.

Second, the SEC had revoked48 VIP's Certificate of Registration as early as August 11, 200349 for failure to comply
with reportorial requirements. Consequently, in accordance with Section 122 of the Corporation Code50 which
provides for the three-year period for the winding down of corporate affairs, VIP no longer had any capacity to sue
when the third-party claim was instituted on March 26, 2007.51
Finally, the indemnity bond posted by Amora was sufficient because Tee Ling Kiat was merely claiming "rights,
claims, shares, interest, title and participation"52 of Dewey Dee in the subject property, and not the entire property.

Tee Ling Kiat's Motion for Reconsideration53 of the above Order having been denied in an RTC Order dated June
26, 2008, Tee Ling Kiat filed a petition for certiorari under Rule 65 of the Rules of Court before the CA. This time,
however, the petition for certiorari was instituted solely in Tee Ling Kiat's name.54

Ruling of the CA

The CA, in the assailed Decision dated September 24, 2009, denied Tee Ling Kiat's petition for certiorari, on the
ground that Tee Ling Kiat is not a real party-in-interest, especially considering that the alleged sale of Dewey Dee's
shares of stock to Tee Ling Kiat has not been proven.

In particular, the CA observed that Tee Ling Kiat failed to prove to the Court the existence or veracity of the claimed
Deed of Sale of Shares of Stock. The CA held that "[i]t is not sufficient to attach photocopies of the deed or payment
of checks to the motion, [Tee Ling Kiat] needed to submit evidence to prove that the transaction took place."55
Before the CA, Tee Ling Kiat also raised, for the first time, that he can be properly considered a trustee of VIP,
entitled to hold properties on the latter's behalf. The CA observed, however, that there was no evidence produced to
show that Tee Ling Kiat is a trustee of the corporation.56

Thus, the CA held that Tee Ling Kiat utterly failed: (i) to prove that he is a stockholder of VIP; and assuming he is, (ii)
to show that he was authorized by the corporation for the purpose of prosecuting the claim on behalf of the
corporation.57

In a Resolution dated May 26, 2010, the CA denied Tee Ling Kiat's motion for reconsideration for lack of merit.58 In
denying Tee Ling Kiat's motion for reconsideration, the CA maintained its finding that Tee Ling Kiat lacked any legal
personality to file the third-party claim, and consequently, the petition for certiorari before the CA.

Hence, this petition.

In asking the Court to set aside the assailed CA Decision and Resolution, Tee Ling Kiat submits that: first, as
regards the recording of the alleged sale of stocks, the burden was on Ayala Corporation to overcome the disputable
presumption that VIP followed its ordinary course of business as provided for in Section 3(q), Rule 131 of the Rules
of Court. Considering that the duty to record the sale of shares of stock in the books lies with VIP, Tee Ling Kiat
claims that such recording "need not be proved" by him.59 Second, that assuming Dewey Dee was still a stockholder
of VIP, that what would have been the proper subjects of levy were the precise and actual shares of Dewey Dee and
not the subject properties.60

Tee Ling Kiat further prays for the Court's issuance of a Temporary Restraining Order (TRO) directing Amora and the
sheriffs of RTC Branch 149 to immediately desist from executing the RTC Orders61 and to issue a Writ of
Preliminary Injunction (WPI) after due notice and hearing.62

In a Resolution63 dated July 7, 2010, the Court required Amora to comment on the petition which he did on October
15, 2010.64 In a Resolution65 dated June 13, 2011, the Court noted Tee Ling Kiat's reply.66

Issue

The sole issue for the Court's resolution is whether the CA committed any reversible error in issuing its Decision
dated September 24, 2009 and Resolution dated May 26, 2010.

Our Ruling

The petition lacks merit.

At the crux of determining whether the CA committed any reversible error in issuing the assailed Decision and
Resolution is the question of whether it has been sufficiently proven by Tee Ling Kiat that Dewey Dee had in fact
sold his shares of stock to Tee Ling Kiat in 1980, such that, as a result, Tee Ling Kiat can be considered a real party-
in-interest in the Third-Party Claim, and consequently, in the petition for certiorari before the CA.

Such determination, however, inevitably necessitates a review of the probative value of the evidence adduced by
Tee Ling Kiat. In this regard, the Rules of Court67 categorically state that a Rule 45 petition shall only raise
1āшphi1

questions of law. On the one hand, a question of law arises when there is doubt as to what the law is on a certain
state of facts.68 On the other hand, a question of fact arises when doubt arises as to the truth or falsity of alleged
facts. 69 Once it is clear that the resolution of an issue invites a review of the evidence presented by the parties, the
question raised is one of fact70 which this Court is precluded from reviewing in a Rule 45 petition.

Here, Tee Ling Kiat imputes error on the CA by the simple expedient of arguing that he did not personally need to
prove that the sale of shares of stock between Dewey Dee and himself had in fact transpired, as the duty to record
the sale in the corporate books lies with VIP. Such an argument, however, fails to recognize that the very right of Tee
Ling Kiat, as a thirdparty claimant, to institute a terceria is founded on his claimed title over the levied property.71

Consequently, although courts can exercise their limited supervisory powers in determining whether the sheriff acted
correctly in executing the judgment, they may only do so if the third-party claimant has unmistakably established his
ownership or right of possession over the subject property.72 Accordingly, if the third-party claimant's evidence does
not persuade the court of the validity of his title or right possession thereto, the third-party claim will, and should be,
denied. 73

Suffice it to state that the only evidence adduced by Tee Ling Kiat to support his claim that Dewey Dee's shares in
VIP have been sold to him are a cancelled check74 issued by Tee Ling Kiat in favor of Dewey Dee and a photocopy
75
of the Deed of Sale of Shares of Stock dated December 29, 1980. A photocopy of a document has no probative
value and is inadmissible in evidence.76 The records likewise do not show that Tee Ling Kiat offered any explanation
as to why the original Deed of Sale of Shares of Stock could not be produced, instead alleging that because of the
disputable presumption "[t]hat the ordinary course of business has been followed'77provided in Section 3(q) of Rule
131 of the Rules of Court, then the burden is not on him to prove that he is a stockholder, but on Amora, to prove
that he is not a stockholder. 78

This argument is off tangent. Meaning, even if it could be assumed that the sale of shares of stock contained in the
photocopies had indeed transpired, such transfer is only valid as to the parties thereto, but is not binding on the
corporation if the same is not recorded in the books of the corporation. Section 63 of the Corporation Code of the
Philippines provides that: "No transfer, x x x shall be valid, except as between the parties, until the transfer is
recorded in the books of the corporation showing the names of the parties to the transaction, the date of
the transfer, the number of the certificate or certificates and the number of shares transferred."79 Here, the
records show that the purported transaction between Tee Ling Kiat and Dewey Dee has never been recorded in
VIP's corporate books. Thus, the transfer, not having been recorded in the corporate books in accordance with law,
is not valid or binding as to the corporation or as to third persons.

On a final note, the Court observes that the judgment for a sum of money dated November 29, 1990 obtained by
Ayala Corporation was against the Spouses Dewey and Lily Dee in their personal capacities as sureties in the
money market line transaction. Yet, in the execution of said judgment, the properties levied upon were registered in
the name of VIP, a juridical entity with personality separate and distinct from Dewey Dee. It is a basic principle of law
that money judgments are enforceable only against property incontrovertibly belonging to the judgment debtor,80 and
certainly, a person other than the judgment debtor who claims ownership over the levied properties is not precluded
from challenging the levy through any of the remedies provided for under the Rules of Court.81 In the pursuit of such
remedies, however, the third-party must, to reiterate, unmistakably establish ownership over the levied property,82
which Tee Ling Kiat failed to do.

In as much as the validity of the third-party claim would only be relevant if the person instituting the same has
established that he has a real interest in the levied property, the Court will not belabor the merits of the third-party
claim in view of the conclusive determination that Tee Ling Kiat has not adduced evidence to prove that the shares
of stock of Dewey Dee were indeed sold to him.

Given the foregoing, the Court finds no reversible error on the part of the CA in affirming the RTC Orders dated
February 20, 2008 and June 26, 2008, which dismissed Tee Ling Kiat's third-party claim in Civil Case No. 40074.83

For the reasons foregoing, the Court DENIES the petition.

WHEREFORE, premises considered, the instant petition for review is DENIED. The Decision dated September 24,
2009 and Resolution dated May 26, 2010 of the Court of Appeals in CA-G.R. SP No. 105081 are hereby
AFFIRMED.

SO ORDERED.

ALFREDO BENJAMIN S. CAGUIOA

Associate Justice

WE CONCUR:

ANTONIO T. CARPIO
Acting Chief Justice
Chairperson

DIOSDADO M. PERALTA ESTELA M. PERLAS-BERNABE

Associate Justice Associate Justice

ANDRES B. REYES, JR.

Associate Justice

CERTIFICATION

Pursuant to the Section 13, Article VIII of the Constitution, I certify that the conclusions in the above Decision had
been reached in consultation before the case was assigned to the writer of the opinion of the Court’s Division.

ANTONIO T. CARPIO
Acting Chief Justice
Footnotes
*
Acting Chief Justice per Special Order No. 2539 dated February 28, 2018.
1
Rollo, pp. 3-26.
2
Id. at 28-37. Penned by Associate Justice Ramon M. Bato, Jr. and concurred in by Associate Justices Noel
G. Tijam (now a Member of this Court) and Marlene Gonzales-Sison.
3
Id. at 65-68. Penned by Associate Justice Ramon M. Bato, Jr. and concurred in by Associate Justices
Marlene Gonzales-Sison and Fiorito S. Macalino.
4
Through Judge Winlove M. Dumayas, see id. at 54-58.
5
Rollo, p. 97.
6
Letter dated March 26, 2007, id. at 206-208.
7
Rollo, pp. 54-58, 97.
8
Id. at 5.
9
Id. at 98-102.
10
Presided by Hon. Assisting Judge Ildefonso E. Gascon; see id. at 5, 29.
11
Rollo, p.113.
12
Id. at 111.
13
Id. at 114.
14
Id. at 115.
15
Id. at 113-115. Penned by Assisting Judge Ildefonso E. Gascon.
16
Id. at 115.
17
In an Order dated November 2, 2006, issued by Presiding Judge Cesar O. Untalan, see id. at 116-117.
18
Sheriff Melvin M. Alindon
19
Rollo, p. 117.
20
Id.atl20-121.
21
Id. at 120.
22
Id. at 59-60.
23
Id.at61.
24
Id. at 62.
25
Id. at 120
26
Id.at59-60,61,62, 122.
27
Id. at 122.
28
Id.
29
April 3, 2007, id. at 207.
30
Rollo, pp. 207-208.
31
Id. at 209.
32
Id.
33
Id. at 166,170-175.
34
Id. at 136-13 7.
35
Id. at 30.
36
Dated April 02, 2007, id. at 138-143.
37
Dated April 17, 2007, id. at 151-159.
38
Rollo,pp.30-31, 155.
39
Id. at 31,156-157.
40
Id. at 50-53.
41
Id. at 39, 51.
42
Id.
43
Id. at 31.
44
Id. at 167-169.
45
Batas Pambansa Blg. 68, or the Corporation Code of the Philippines, Sec. 63 provides:

The capital stock of stock corporations shall be divided into shares for which certificates signed by the
president or vice president, countersigned by the secretary or assistant secretary, and sealed with the
seal of the corporation shall be issued in accordance with the by-laws. Shares of stock so issued are
personal property and may be transferred by delivery of the certificate or certificates indorsed by the
owner or his attorney-in-fact or other person legally authorized to make the transfer. No transfer,
however, shall be valid, except as between the parties, until the transfer is recorded in the books of the
corporation showing the names of the parties to the transaction, the date of the transfer, the number of
the certificate or certificates and the number of shares transferred. (Emphasis supplied)
46
Rollo, pp. 166, 170-17 5.
47
Id. at 167-169, 248.
48
See id. at 56, 261.
49
Id.
50
SEC. 122. Corporate liquidation.-Every corporation whose charter expires by its own limitation or is
annulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any
other manner, shall nevertheless be continued as a body corporate for three (3) years after the time when it
would have been so dissolved, for the purpose of prosecuting and defending suits by or against it and
enabling it to settle and close its affairs, to dispose of and convey its property and to distribute its assets, but
not for the purpose of continuing the business for which it was established.

At any time during said three (3) years, the corporation is authorized and empowered to convey all of
its property to trustees for the benefit of stockholders, members, creditors, and other persons in
interest. From and after any such conveyance by the corporation of its property in trust for the benefit of
its stockholders, members, creditors and others in interest, all interest which the corporation had in the
property terminates, the legal interest vests in the trustees, and the beneficial interest in the
stockholders, members, creditors or other persons in interest. Upon the winding up of the corporate
affairs, any asset distributable to any creditor or stockholder or member who is unknown or cannot be
found shall be escheated to the city or municipality where such assets are located.

Except by decrease of capital stock and as otherwise allowed by this Code, no corporation shall
distribute any of its assets or property except upon lawful dissolution and after payment of all its debts
and liabilities.
51
Rollo, p. 56.
52
Id. at 120.
53
Id. at 191-202.
54
Id. at 28.
55
Id. at 14-15.
56
Id. at 36.
57
Id. at 66.
58
Id. at 68.
59
Id. at 13.
 60
Id. at 19.
61
Id. at 21.
62
Id.
63
Id. at 221-222.
64
Id. at 238-259.
65
Id. at 289.
66
Id. at 271-282.
67
Rule 45, Section I.
68
Sps. Pascual v. Sps. Ballesteros, 682 Phil. 280, 285 (2012).
69
Id.
70
Id. at 285-286.
71
Villasiv. Garcia, 724 Phil. 519, 528 (2014).
72
Id.; Power Sector Assets and Liabilities Management Corp. v. Maunlad Homes, Inc, G.R. No. 215933,
February 8, 2017, p. 8, citing Spouses Sy v. Hon. Discaya, 260 Phil. 401 (1990).
73
Villasi v. Garcia, supra note 71, at 529, citing Spouses Sy v. Hon. Discaya, supra note 72, at 407.
74
Rollo, pp. 166, 170-175.
75
Id. at 167-169, 248.
76
Imani v. Metropolitan Bank & Trust Company, 649 Phil. 647, 661 (2010), citing Concepcion v. Atty. Fandino,
Jr., 389 Phil. 474, 481 (2000) and Intestate Estate of the Late Don San Pedro v. CA, 333 Phil. 597, 625
(1996).
77
Italics supplied.
78
Rollo, p. 14.
79
Emphasis supplied.
80
Gagoomal v. Sps. Villacorta, 679 Phil. 441, 451 (2012); Power Sector Assets and Liabilities Management
Corp. v. Maun/ad Homes, Inc, supra note 72, at 5, citing Villasi v. Garcia, supra note 71, at 526-527.
81
Id.
82
Supra note 72.
83
Rollo, pp. 54-58, 97.

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