Julieta v. Esguerra

Summary

This case involves a dispute over the sale of Esguerra Building II by V. Esguerra Construction Co., Inc. (VECCI) to Sureste Properties, Inc., which co-owner Julieta Esguerra challenged as unenforceable for lack of consultation. The sale was made pursuant to a judicially-approved compromise agreement that authorized VECCI to sell the property with 50% of proceeds going to Julieta. The Supreme Court upheld the sale's validity, ruling that the compromise agreement provided express authorization without requiring consultation. The Court applied Civil Code provisions on agency and contracts, emphasizing that compromise agreements have the force of res judicata and parties cannot later repudiate terms they voluntarily agreed to. The decision establishes that corporate secretary certifications are sufficient for third-party buyers to rely upon, and that co-owners can authorize sales through agency arrangements even without direct consultation requirements.