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13_Marvel Building Corporation et. al. vs David, 94 Phil.

376 Facts: Marvel Building Corporation was incorporated in February 12, 1947 wherein it s articles o! incorporation contained a capital stoc" o! # 2,$$$,$$$%$$ o! which &a'ority o! its stoc"holders are Maria B% Castro(#resident), *&ado *% +atco, ,egundo -sguerra and Ma.i&o Cristobal(,ecretary/0reasurer) !ro& the total o! eleven(11) stoc"holders% 1uring the e.istence o! the corporation, it ac2uired assets including buildings, na&ely, *guinaldo Building, 3ise Building and 1ewey Boulevard/#adre Faura Mansion% 0owards the end o! year 1944, internal revenue e.a&iners discovered that !ro& the 11 stoc" certi!icates, all o! it were endorsed in the ban" by the subscribers, e.cept the one subscribed by Maria B% Castro% 0hey also discovered that there were no business &eeting held by the board o! directors, no by/laws and that the corporation never had any reports o! their transactions or a!!airs% *s a result, ,ecretary o! Finance reco&&ended the collection o! war pro!it assessed against Maria B% Castro in the a&ount o! #5,695,96$%74 and sei7e the three(5) buildings na&ed above% #lainti!!(Marvel Building Corporation) !iled a co&plaint !or the release o! the sei7ed property contending that said property are owned by the corporation and not solely by Maria Castro% 0he trial court ruled in !avor o! planti!! and en'oin Collector o! 8nternal 9evenue !ro& selling the sa&e% Collector o! 8nternal 9evenue appealed, and C* ruled that trial court !ailed to show that Maria B% Castro is not the true owner o! all the stoc" certi!icates o! the corporation, there!ore con!iscation o! the property against the corporation is 'usti!ied% :ence this petition arise% 8ssue: 3hether or not Maria B% Castro is the sole owner o! all the stoc"s o! Marvel Corporation and the other stoc"holders are &ere du&&ies; :eld: +es% Maria B% Castro is the sole and e.clusive owner o! all the shares o! stoc" o! the Marvel Building Corporation and that the other partners are her du&&ies% ,ection 49, 9ule 125 o! the 9ules o! Court and section 42 o! the #rovisional law !or the application o! the #enal Code, applies in this case pursuant to circu&stantial evidence as the basis o! 'udg&ent% 8n general the evidence o!!ered by the plainti!!s is testi&onial and direct evidence, easy o! !abrication< that o!!ered by de!endant, docu&entary and circu&stantial, not only di!!icult o! !abrication but in &ost cases !ound in the possession o! plainti!!s% 0he circu&stantial evidence is not only convincing< it is conclusive% 0he e.istence o! endorsed certi!icates, discovered by the internal revenue agents between 1944 and 1949 in the possession o! the ,ecretary/0reasurer, the !act that twenty/!ive certi!icates were signed by the president o! the corporation, !or no 'usti!iable reason, the !act that two sets o! certi!icates were issued, the undisputed !act that Maria B% Castro had &ade enor&ous pro!its and, there!ore, had a &otive to hide the& to evade the pay&ent o!, the !act that the other subscribers had no inco&es o! su!!icient &agnitude to 'usti!y their big subscriptions, the !act that the subscriptions were not receipted !or and deposited by the treasurer in the na&e o! the corporation but were "ept by Maria B% Castro

hersel!, the !act that the stoc"holders or the directors never appeared to have ever &et to discuss the business o! the corporation, the !act that Maria B% Castro advanced big su&s o! &oney to the corporation without any previous arrange&ent or accounting, and the !act that the boo"s o! accounts were "ept as i! they belonged to Maria B% Castro alone = these !acts are o! patent and potent signi!icance% 0his i&plied that Maria B% Castro would not have as"ed the& to endorse their stoc" certi!icates, or be "eeping these in her possession, i! they were really the owners% 0hey never would have consented that Maria B% Castro "eep the !unds without receipts or accounting, nor that she &anages the business without their "nowledge or concurrence, were they owners o! the stoc"s in their own rights% -ach and every one o! the !acts all set !orth above, in the sa&e &anner, is inconsistent with the clai& that the stoc"holders, other than Maria B% Castro, own their shares in their own right% >n the other hand, each and every one o! the&, and all o! the&, can point to no other conclusion than that Maria B% Castro was the sole and e.clusive owner o! the shares and that they were only her du&&ies%