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March 11, 2014

Lim Tay vs. CA

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G.R. No. 126891 
Date: August 5, 1998


On 8 January 1980, Sy Guiok secured a loan from Lim Tay in the amount of P40,000 payable within 6 months. To secure the payment of the aforesaid loan and interest thereon, Guiok executed a Contract of Pledge in favor of Lim Tay. He pledged his 300 shares of stock in the Go Fay & Company Inc. Guiok obliged himself to pay interest on said loan at the rate of 10% per annum from the date of said contract of pledge. 

On the same date, Alfonso Sy Lim secured a loan, from Lim Tay in the amount of P40,000 payable in 6 months. To secure the payment of his loan, Sy Lim executed a "Contract of Pledge" covering his 300 shares of stock in Go Fay & Co. Under said contract, Sy Lim obliged himself to pay interest on his loan at the rate of 10% per annum from the date of the execution of said contract. 

The contract provided that Lim Tay was merely authorized to foreclose the pledge upon maturity of the loans, not to own them. The foreclosure is not automatic, for it must be done in a public or private sale. 

Guiok and Sy Lim endorsed their respective shares of stock in blank and delivered the same to Lim Tay. However, Guiok and Sy Lim failed to pay their respective loans and the accrued interests thereon to Lim Tay. 

In October 1990, Lim Tay filed a "Petition for Mandamus" against Go Fay & Co., with SEC praying that an order be issued directing the corporate secretary to register the stock transfers and issue new certificates in favor of Lim Tay; and ordering the corporation to pay all dividends due and unclaimed on the said certificates to Lim Tay. In the interim, Sy Lim died. Guiok and the Intestate Estate of Alfonso Sy Lim, represented by Conchita Lim, filed their Answer-In-Intervention with the SEC.

The SEC hearing officer dismissed Lim Tay's Complaint on the ground that although the SEC had jurisdiction over the action, he failed to prove the legal basis for the secretary of the Corporation to be compelled to register stock transfers in favor of Lim Tay and to issue new certificates of stock under his name. His appeal was denied by SEC. He appealed with CA.

The CA debunked Lim Tay's claim that he had acquired ownership over the shares by virtue of novation, holding that Guiok's and Sy Lim's endorsement and delivery of the shares were pursuant to Articles 2093 and 2095 of the Civil Code and that Lim Tay's receipt of dividends was in compliance with Article 2102 of the same Code. 

Arguments of Lim Tay: He contends that it has acquired ownership of the shares "through extraordinary prescription," pursuant to Article 1132 of the Civil Code, and through respondents' subsequent acts, which amounted to a novation of the contracts of pledge. Petitioner also claims that there was dacion en pago, in which the shares of stock were deemed sold to petitioner, the consideration for which was the extinguishment of the loans and the interests thereon. Petitioner likewise claims that laches bars respondents from recovering the subject shares.

Issue: WON Lim Tay is the owner of the shares previously subjected to pledge, for him to cause the registration of said shares in his own name.

Held: NO.

Lim Tay's ownership over the shares was not yet perfected when the Complaint was filed. The contract of pledge certainly does not make him the owner of the shares pledged. 

Further, whether prescription effectively transferred ownership of the shares, whether there was a novation of the contracts of pledge, and whether laches had set in were difficult legal issues, which were unpleaded and unresolved when Lim Tay asked the corporate secretary of Go Fay to effect the transfer, in his favor, of the shares pledged to him. Lim Tay has failed to establish a clear legal right. 

Lim Tay's contention that he is the owner of the said shares is completely without merit. Lim Tay does not have any ownership rights at all. At the time Lim Tay instituted his suit at the SEC, his ownership claim had no prima facie leg to stand on. At best, his contention was disputable and uncertain. 

Lim Tay cannot claim to have acquired ownership over the certificates of stock through extraordinary prescription, as provided for in Article 1132 of the Civil Code. What is required by Article 1132 is possession in the concept of an owner. Herein, Lim Tay's possession of the stock certificates came about because they were delivered to him pursuant to the contracts of pledge. His possession as a pledgee cannot ripen into ownership by prescription. Lim Tay expressly repudiated the pledge, only when he filed his Complaint and claimed that he was not a mere pledgee, but that he was already the owner of the shares. 

Based on the foregoing, Lim Tay has not acquired the certificates of stock through extraordinary prescription. Neither did Lim Tay acquire the shares by virtue of a novation of the contract of pledge. Novation cannot be presumed by Guiok's and Sy Lim's indorsement and delivery of the certificates of stock covering the 600 shares, nor Lim Tay's receipt of dividends from 1980 to 1983, nor the fact that Guiok and Sy Lim have not instituted any action to recover the shares since 1980. Novation is never presumed inferred.

Notes: There is a contract of pledge between Guiok (respondent) and Lim Tay (petitioner) & Sy Lim (respondent) and Lim Tay (petitioner). What was mortgaged? 300 shares of stock in the Go Fay & Company Inc. by Guiok and 300 shares of stock in the Go Fay & Company Inc. by Sy Lim. Date - January 8, 1980.
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