Thomson v. Court of Appeals, 298 SCRA 280 (1998)

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 PFR-WAIVER OF RIGHTS

FACTS:

Marsh Thomson (petitioner) was Executive Vice-President and later Management Consultant of the American Chamber of Commerce of the Philippines, Inc. (AmCham). In 1986, a proprietary share in the Manila Polo Club (MPC), initially owned by AmCham's retiring president A. Lewis Burridge, was transferred to Thomson. AmCham paid for the share but registered it in Thomson's name, requiring him to execute documents acknowledging the Chamber as the beneficial owner. Thomson never executed such document.

Later, when Thomson’s employment ended in 1989, he proposed to retain the MPC share in exchange for reimbursing AmCham the purchase price (P110,000), but AmCham refused. AmCham then issued a general Release and Quitclaim in Thomson’s favor. In 1990, AmCham demanded the return of the MPC share, and upon Thomson's refusal, it filed an action for recovery.

RTC RULING:

The RTC ruled in favor of Thomson:

  1. Ownership of the MPC share was adjudged in favor of Thomson.

  2. AmCham was awarded P300,000.

Rationale: Since the MPC by-laws prohibited corporate membership, the court concluded the share could not belong to AmCham, and thus awarded ownership to Thomson.

CA RULING:

Reversed RTC. Ordered Thomson to transfer the share to AmCham’s nominee.
Rationale:

  • The share was bought by AmCham for Thomson's use.

  • Thomson acknowledged AmCham’s ownership in various employment documents.

  • He even offered to buy the share upon termination.

  • MPC share was listed as AmCham's asset in its tax return, signed by Thomson.

ISSUES:

  1. Whether AmCham is the beneficial owner of the MPC share.

  2. Whether the quitclaim executed by AmCham waived its ownership over the share.

  3. Whether corporate ownership is prohibited under MPC’s rules, thus invalidating AmCham’s claim.

SC RULING:

Petition DENIED. CA Decision AFFIRMED.

  • Trust vs. Debt: SC clarified that a trust involves fiduciary duty over a specific property, unlike a debt, which is a personal obligation to pay money.

  • Resulting Trust Exists: AmCham paid for the share but had it registered in Thomson’s name for his use. A resulting trust was created in favor of AmCham.

  • No Proof of Loan: Thomson failed to prove the payment was a mere cash advance or loan. His testimony was unsupported by written evidence.

  • Waiver Must Be Clear: The Release and Quitclaim did not specifically mention the MPC share. Thus, there was no clear intent to waive ownership rights.

  • Transfer to Nominee Valid: AmCham never intended to register the share in its name but merely to transfer it to another natural person as nominee. This complies with MPC rules.

  • Repudiation and Prescription: Repudiation of trust occurred when Thomson offered to reimburse AmCham and keep the share. AmCham acted within 7 months to recover the share, well within the 8-year prescriptive period.


then clearly the general terms of the cited release and quitclaim indicates merely a clearance from general accountability, not specifically a waiver of AmCham's beneficial ownership of the disputed shares.

the President of private respondent, the tenor of the document does not lead to the purported conclusion that be intended to renounce private respondent's beneficial title over its share in the Manila Polo Club

DOCTRINES / PRINCIPLES:

  • Resulting Trust: Where property is purchased in another’s name using someone else’s money, a resulting trust is presumed.

  • Waiver: A valid waiver must be "clear and unequivocal." General language is insufficient to waive specific rights.

  • Trust vs. Debt Distinction: A trust involves fiduciary responsibility over property; a debtor-creditor relationship does not.

  • Denial Insufficient to Rebut Trust: Mere denial without strong evidence is not enough to defeat a resulting trust.

  • Prescriptive Period for Recovery of Movables: Eight (8) years, unless good faith is present, in which case it may be four (4).

  • Corporate Ownership Restrictions: Restrictions on membership don’t invalidate beneficial ownership or transfer to a nominee.

RELEVANCE TO PERSONS AND FAMILY RELATIONS:

  • The case emphasizes the doctrine of waiver of rights, a relevant principle under the Civil Code.

  • It also clarifies trust relationships, beneficial ownership, and limitations on waiver—important in cases involving property and rights arising from personal or fiduciary relationships.

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