FACTS:

Petitioner Delfin C. Gonzalez, Jr. filed a Petition for Review on Certiorari assailing the Omnibus Resolution and Resolution of the Regional Trial Court (RTC) of Makati City, Branch 65. In the case at hand, the facts are not in dispute.

In a Decision dated May 28, 1999, the RTC of Bago City found petitioner liable to respondent Magdaleno M. Peña for the payment of agency fees and damages amounting to P28.5 million. Petitioner and his co-petitioners filed an appeal against the Decision, while Peña moved for execution pending appeal, resulting in the sale of petitioner's shares in Alabang Country Club, Inc. (ACCI) to Peña on October 16, 2000. Peña later sold and transferred the subject shares to respondent Arsenia Vera through a private sale on May 2, 2001.

On October 19, 2011, the Supreme Court issued a Decision in Urban Bank, Inc. v. Peña, declaring the Decision of the RTC of Bago City dated May 28, 1999, null and void. The Supreme Court ordered the full restoration of ownership and possession of all properties executed pending appeal, including the ACCI shares, to Urban Bank and its officers and directors.

The restitution proceedings were transferred to the RTC of Makati City, Branch 65. Petitioner moved for execution, seeking the restoration of his actual ACCI shares. However, ACCI argued that the shares could no longer be returned to petitioner because they had already been transferred to Vera by Peña.

In its Omnibus Resolution dated April 30, 2014, the RTC concluded that Peña's private sale of the shares to Vera was valid, and Vera was an innocent purchaser for value. Thus, the trial court ruled that actual restitution of the shares to petitioner was no longer possible. Instead, Peña was directed to pay petitioner the full value of the shares at the time of their seizure.

Petitioner filed a motion for reconsideration, which the RTC denied in its Resolution dated September 17, 2014. Dissatisfied with the denial, petitioner filed the present Petition for Review on Certiorari.

ISSUES:

1. Whether or not the private sale of the shares to respondent Arsenia Vera by respondent Magdaleno Peña is valid, thus making actual restitution of the property to petitioner Delfin C. Gonzalez, Jr. no longer possible.

RULING:

1. The private sale of the shares to respondent Arsenia Vera by respondent Magdaleno Peña is valid. As such, the trial court held that the actual restitution of the property to petitioner Delfin C. Gonzalez, Jr. was no longer possible. Peña is directed to pay Gonzalez the full value of the property at the time of its seizure with interest counted as of said date. The same ruling applies to Urban Bank and Eric L. Lee, wherein Peña is directed to pay the amount realized from the sheriff's sale of the respective properties with interest from the time of seizure.

PRINCIPLES:

• Innocent Purchaser for Value - A person who buys property without notice of any defect in the title of the seller and for a valuable consideration paid at or before the conveyance (Vigilla v. Philippine National Bank, G.R. No. 182355, November 24, 2014).

• Execution Pending Appeal - When a decision is on appeal, execution pending appeal may be granted only for good reasons to be stated in a special order after due hearing and upon the posting of a bond (Rule 39, Section 2, 1997 Rules of Civil Procedure).

• Restitution - Restitution is required when a property has been sold on execution pending appeal and the execution is subsequently nullified or declared invalid. The property must be fully restored to the judgment debtor or the winning bidder/purchaser must pay the full value of the property at the time of its seizure (Urban Bank, Inc. v. Peña, G.R. Nos. 145817, 145822, 162562, October 19, 2011).