COMPROMISE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This instrument, executed by and among the following:
AUGUSTO DE LEON, of legal age, Filipino, married and with postal address at Doña Narcisa Building, Paseo de Roxas, Makati, Metro Manila, hereinafter referred to as the FIRST PARTY;
WORLD WIDE TRAVEL SERVICE, INC., a domestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal offices at 1664 M. Adriatico Street, Ermita, Manila, hereinafter referred to as the SECOND PARTY, represented in this instance by Mr. ANTONIO ABAD SANTOS, duly authorized and empowered for the purpose;
LUISA ECHAUS, of legal age, Filipino and with postal address at 1664 M. Adriatico Street, Ermita, Manila, hereinafter referred to as the THIRD PARTY, represented in this instance by her attorney-in-fact, Atty. SALVADOR P. DE GUZMAN, JR., whose Special Power of Attorney is hereto attached as Annex "A";
ANTONIO ABAD SANTOS, of legal age, Filipino, married and with postal address at Don Bonifacio Subdivison, Angeles City,
ERLINDA CAPARAS, of legal age, Filipino and with postal address at 7447 Marcelo Village, Parañaque, Metro Manila, and
MILA G. BELLO, of legal age, Filipino and with postal address at 2068 Kusang Loob Street, Sta. Cruz, Manila, represented in this instance by her attorney-in-fact, ERLINDA CAPARAS, whose special Power of Attorney is hereto attached as Annex "B",
all of whom are hereinafter collectively referred to as the FOURTH PARTY;
ENRIQUE RAZON, of legal age, Filipino, married and with postal address at E. Razon, Inc., M. de Francisco street, Port Area, Manila, hereinafter referred to as the SIXTH PARTY;
ROBERT RAY HOLLINGSWORTH, of legal age, American and with postal address at c/o Atty. Antonio Amor of 202 13th street, Port Area, manila, hereinafter referred to as the SIXTH PARTY;
OLYMPIO G. BERMUDEZ, of legal age, Filipino, married and with postal address at Capitan Pepe Bldg., Rizal Avenue, Manila hereinafter referred to as the ADMINISTRATOR.
WHEREAS, the late Honesta D. Kelly died on September 16, 1968, leaving as part of her estate the following;
1. A house and lot at No. 1 Jacaranda St., North Forbes, Makati, Metro Manila, covered by TCT No. 92112;
2. A residential lot in Tagaytay City covered by TCT No. 92834;
3. Twenty Thousand Shares of World Wide Travel Service, Inc., valued at P200,00.00.
WHEREAS, on October 8, 1958; Sp. Proc. No. 5610 entitled "In the Testate Estate of the Late Honesta D. Kelly (Honesto D. Marcelo), Luisa Echaus, Petitioner" was filed by the THIRD PARTY with the Court of First Instance of Rizal at Pasig, Metro manila, in her capacity as Vice-President and most senior officer of the herein Second Party;
WHEREAS, in the course of the said proceedings, several persons claiming to be heirs of the late Honesta D. Kelly intervened and/or entered their appearance, the said parties being, among others, ROBERT RAY HOLLINGSWORTH, ANTONIO ABAD SANTOS, ERLINDA CAPARAS, MILA G. BELLO, PRIMITIVO MARCELO (as alleged surviving husband of the deceased), DOMINGO and RAYMUNDO DATUIN (as alleged sister of the deceased);
WHEREAS, the herein FIRST PARTY acquired the hereditary rights of the said Primitivo Marcelo, Domingo and Raymundo Datuin, and Margarita Datuin de Vera, which acquisition was duly approved by the Court in an Order dated June 20, 1974, thereby making the FIRST PARTY an intervenor in the proceedings;
WHEREAS, an October 16, 1974, the Rizal CFI authorized the sale of the house and lot of the state located at Jacaranda Street, North Forbes, and on January 21, 1975, a Deed of Sale over the said house and lot, in favor of Enrique V. Razon, for the sum of P 700,000.00 was executed by the co-administrator, Atty. Olympio G. Bermudez, which was approved by the Rizal CFI on January 21, 1975 and was duly recorded with the Office of the Register of Deeds on January 22, 1975, culminating in the issuance by the Register of deeds of Transfer Certificate of Title No. 471773 over the said house and lot in the name of Enrique V. Razon;
WHEREAS, the said amount of SEVEN HUNDRED THOUSAND PESOS (P700,000.00), Philippine Currency, was utilized by the co-administrator in paying off certain obligations of the estate, leaving a balance in the sum of THREE HUNDRED FOUR THOUSAND THREE HUNDRED THIRTY PESOS (P304,330.00) which is presently on deposit with the Philippine National Bank under Savings Account No. 240301;
WHEREAS, the SECOND PARTY and the THIRD PARTY elevated to the Court of Appeals under an original Petition certiorari the said sale of the house and lot, docketed as CA-G.R. No. SP-03922, which, because of an adverse decision promulgated on April 29, 1975, was brought by the said parties to the Supreme Court under a Petition for Review on Certiorari, docketed as G.R. No. L-40904, where it was given due course and is presently under consideration by the Supreme Court.
WHEREAS, on May 13, 1975, the Rizal CFI approved a Project of Partition distributing the estate of Honesta D. Kelly;
WHEREAS, the THIRD PARTY, on October 16, 1975, appealed to the Supreme Court under Petition for Review on certiorari the order approving the Partition, docketed as G.R. No. L-41247 which likewise was given due course and is pending consideration by the said court;
WHEREAS, the herein parties, after several negotiations, have agreed to settle their respective claims and differences under and by virtue of this agreement;
NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and stipulations hereinafter stated, the parties have agreed as follows:
1. The sum of THREE HUNDRED THOUSAND PESOS (P300,000.00) now deposited with the Philippine National Bank under Savings Account No. 240301 is hereby given, and delivered directly to the SECOND PARTY in the name and for the account of the said THIRD PARTY and of ANTONIO ABAD SANTOS and ERLINDA CAPARAS in equal shares, and the other parties, particularly the FIRST PARTY, hereby waives in favor of the THIRD and FOURTH PARTIES any and all rights whatsoever that they may have in and over the said amount provided, however, the said amount of P300,000.00 shall only be released to the SECOND PARTY upon:
a) Approval by the Supreme court of this Compromise Agreement;
b) Submission by THIRD and FOURTH PARTIES to the Testate Court and to the FIRST PARTY of the Cancellation and Release of Mortgage obligation of the Estate with the IATA annotated at the back of TCT No. 471773-Rizal, all at the expense and for the account of SECOND, THIRD and FOURTH PARTIES;
c) Cancellation of the notice lis pendens now annotated at the back of said TCT No. 471773 of the Registry of Deeds for the Province of Rizal; and
d) Ejectment of Mrs. Pacita delos Reyes-Philipps from the house at no. 1 Jacaranda St., Forbes Park, Makati, metro Manila, sold to the FIFTH PARTY and payment of her rentals as stipulated hereinafter;
2. All the parties in this compromise Agreement hereby agree to the adjudication and release to the FIRST PARTY of the sum of P265,000.00 which is now in the possession of the FIRST PARTY, and in turn the conditions set forth in paragraph 1 (a) to (d), to endorse in favor of the SECOND PARTY the shares of stocks owned by Honesta D. Kelly in other corporations as enumerated in her last will and testament and the shares of stocks of Honesta Kelly in the said SECOND PARTY, consisting of TWENTY THOUSAND (20,000) Shares wit a par value of P10.00 and valued at P200,000.00, and the respective Corporate Secretary of said corporations are hereby authorized and empowered to cause the cancellation of the said shares of stocks, and further waives in favor of said SECOND PARTY any and all rights whatsoever he may have in and over the said shares of stocks, and the said SECOND PARTY, hereby accepts the said shares of stocks, the same to be treated henceforth as treasury stocks, to be disposed of as its Board of Directors may deem fit and proper within the provisions of the law;
3. The award by the Rizal CFI in Sp. Proc. No. 5610 of the residential lot in Tagaytay City covered by TCT No. 92834 in favor of the SECOND PARTY is hereby confirmed and ratified by the herein parties;
4. The furniture of the deceased adjudicated to Robert Ray Hollingsworth shall be returned to ROBERT RAY HOLLINGSWORTH as directed of the Administratrix Luisa Echaus by Order dated May 13, 1975 in Special Proc. No. 5610. the parties agree that "furniture" as used in this Compromise Agreement includes all personal effects of the Late Honesta D. Kelly found in the house at 1 Jacaranda such as but not limited to furnishings, ornaments, electrical appliances, decorations, glasswares, chinawares, TV, radio-phono, chandeliers, and the like. The other parties hereby waive any and all rights whatsoever that they may have in and over the said "furniture".
5. The loss of a few items of the personal effects belonging to the Honesto d. Kelly as determined during the ocular inspection of the premises conducted by the respective lawyers of the parties hereto in the presence of Mrs. Pacita delos Reyes-Philips last October 1, 1977, as well as during the second ocular inspection of the premises last October 8, 1977, during which ocular inspection, they viewed all the pieces of furniture and personal effects inside the premises and compared the same with the inventory submitted to the Probate Court, are hereby condoned, allowed and/or accepted by all the parties, it being understood that, the said inventories were hurriedly prepared at the time.
6. Upon the remanding of the records to the Rizal CFI, after the Compromise Agreement has been approved by the Supreme Court, the parties hereto shall effect the issuance by the said Court of First Instance of Rizal under Special Proc, no. 5610 of the appropriate order that shall enable the parties to implement this agreement and the Project of partition of May 7, 1975 so far as not inconsistent with the terms of this Agreement, particularly the provisions thereof relating to ROBERT RAY HOLLINGSWORTH.
7. Immediately upon the approval by the Supreme Court of this Compromise Agreement the SECOND, THIRD AND FOURTH PARTIES obligate themselves to cause the immediate ejectment of the present tenants Mrs. Pacita delos Reyes-Philips, of the house and lot Jacaranda Street, Forbes Park, Makati, Metro Manila, to vacate the said premises and to deliver the physical possession of the said house and lot to the FIFTH PARTY, free of any lien and incumbrance whatsoever, and of any third-party occupant or tenant thereof, as well as deliver to the FIFTH PARTY, the payments of the monthly rentals of the said property in the sum of P1,500.00 a month corresponding to the period from July 1975 up to 31 December 1976 as full payment of the monthly rentals thereof, the same to be taken from the P300,000.00 awarded to the THIRD AND FOURTH PARTIES, upon receipt of which amount the FIFTH PARTY shall cause the dismissal of the ejectment suit he filed against Mrs. Pacita delos Reyes-Philips in the Municipal Court of Makati, Metro Manila. All the parties hereto, particularly the SECOND and THIRD, covenant and confirm the sale of the aforesaid house and lot to the FIFTH PARTY and further waive in favor of the said FIFTH PARTY any and all rights and interests whatsoever they may have in and over the said property.
8. It is the essence of this Agreement that the parties hereto are mutually settling their respective claims and differences in the estate of the late Honesta D. Kelly and should the Supreme Court refuse to approve this Compromise Agreement, then this Agreement shall be considered as of no further force and effect; otherwise, this Agreement shall be in full force and effect, to be implemented by the parties hereto, and whoever shall violate the provisions hereof shall be liable to the innocent parties for damages and attorney's fees and cost of suit.
9. All the parties hereby agree that whatever interest earned by the estate in the savings deposits with the Philippine National Bank under Account No. 240301, together with the sum of P4, 330.00 portion thereof, shall be paid to the co-administrator, Mr. Olympio G. Bermudez, as his co-administrator's fees in the proceedings.
IN WITNESS WHEREOF, the parties hereto, duly assisted by their respective counsel, have hereunto set their hands on January 26, 1978 in the City of Manila, Philippines, and on January , 1978 at Makati, Metro Manila, Philippines, respectively.
AUGUSTO DE LEON WORLD WIDE TRAVEL First Party SERVICE, INC.
TAN D4520-G1924-A7 Second Party TAN W5430-H1468-A-6
By:
LUISA ECHAUS ANTONIO ABAD SANTOS Third Party Acting President TAN 1197-538-0 TAN 1000-620-3
By:
SALVADOR P. DE GUZMAN, JR. Attorney-in-fact TAN D22577-M0627-A-1
ANTONIO ABAD SANTOS Fourth Party TAN 1000-620-3
ERLINDA CAPARAS MILA G. BELLO Fourth Party Fourth Party TAN 3015-732-5 TAN 1080-338-5
By:
ENRIQUE V. RAZON ERLINDA CAPARAS Fifth Party Attorney-in-fact TAN 1707-127-5 TAN 3015-732-5
ROBERT RAY HOLLINGSWORTH
Sixth Party
WITNESSES:
(ELIGIBLE) (ELIGIBLE)
ASSISTED BY:
PICAZO, SANTAYANA, REYES, LUNA, PURUGANAN, CRUZ TAYAO & ALFONSO SISON & ONGKIKO Attorney for the Second, Attorney for the First and Third Parties and Fifth Parties & Admr. 3rd Floor, Zaragoza Bldg. 18th Floor, Pacific Bank Gamboa cor. Trasierra Sts. Makati Bldg., 6776 Ayala Legaspi Village, Makati Ave., Makati, Metro Mla.
By: By:
SALVADOR P. DE GUZMAN, JR. FERNANDO F. MANAS, JR. PTR. No. 009677E, Mla. PTR No. 7776659, Manila January 19, 1977 January 3, 1977
ANTONIO C. AMOR Attorney for the Sixth Party
202 13Th Street, Port Area, Mla. PTR No. 100302E, Manila January 5, 1977
ACNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES) S.S.
CITY OF MANILA
BEFORE ME, a Notary Public for and in the City of Manila, Philippines, this __ day of January, 1978, personally appeared:
ANTONIO ABAD SANTOS with Residence Tax Certificate No. A-76847 issued at Manila on February 3, 1977, in his personal capacity and as Acting President of World Wide Travel Service, Inc. with Corporate Residence Tax Certificate Nos. C-377 and C-1-33856 issued at Manila on February 1, 1977 and March 15, 1977, respectively:
ERLINDA CAPARAS with Residence Tax Certificate No. A-76937 issued at Manila on January 7, 1977, in her personal capacity and as attorney-in-fact of MILA G. BELLO;
SALVADOR P. DE GUZMAN, JR. with Residence Tax Certificate No. A438181 issued in Manila on January 6, 1977, as attorney-in-fact of LUISA ECHAUS; known to me and to me known to be the same persons who executed the foregoing instrument consisting of nine (9) pages including this page on which the last portion of the ACKNOWLEDGMENT, insofar as the above-named persons are concerned, and the first portion of the second ACKNOWLEDGMENT insofar as the rest of the parties hereto are concerned, are written, and also including page 9 on which the last portion of said second ACKNOWLEDGMENT is written, and who acknowledged to me that the same is their own free and voluntary act and deed, and of the principals they represent.
I certify that all the pages hereof, except page 9, have been duly signed by the above-named parties hereto and their instrumental witnesses, that the rest of the parties hereto not mentioned in this ACKNOWLEDGMENT shall sign all the pages hereof under, and covered by, the second ACKNOWLEDGMENT contained in this page and on page 9 hereof, and that this instrument relates to a compromise agreement over the respective claims of the parties in the estate of the late Honesta D. Kelly-Marcelo now subject of G.R. Nos. L-40904 and L-41247 of the Supreme Court.
WITNESS MY HAND AND SEAL on the date and the place first above written.
FRANCISCO O. AGUSTIN Notary Public Until Dec. 31, 1978 PTR NO. 07048177 ISSUED AT MANILA ON JANUARY 13, 1978 TAN Doc. No. 175; Page No. 19; Book No. 115; Series of 1973.
ACNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES) S.S. MAKATI, METRO MANILA
BEFORE ME, a Notary Public for and in the City of Manila, Philippines, this 14th day of February, 1978, personally appeared:
AUGUSTO DE LEON with Residence Tax Certificate No. A-489696 issued at M a n i l a on January 7, 1977;
ENRIQUE RAZON with Residence Tax Certificate No. A58869 issued at Manila on January 3, 1977;
ROBERT RAY HOLLINGSWORTH with Residence Tax Certificate No. A- issued at on ;
OLYMPIO G. BERMUDEZ with Residence Tax Certificate No. A-642919 issued at Manila on January 12, 1977:
all known to me and to me known to be the same persons who executed the foregoing instrument consisting of nine (9) pages including this page of which the last portion of this ACKNOWLEDGMENT, insofar as the above-named persons are concerned, is written, and who acknowledged to me that the same is their own free and voluntary act and deed.
I certify that all the pages hereof have been duly signed by the above-named parties hereto and their instrumental witnesses, that pages 1 to 8 hereof were already signed by the parties hereto and their instrumental witnesses covered by the first ACKNOWLEDGMENT under pages 7 and 8 hereof when this ACKNOWLEDGMENT is being executed, and that this instrument relates to a compromise agreement over the respective claims of the parties in the estate of the late Honesta D. Kelly/Marcelo now subject of G.R. Nos. L-40904 and L-41247 of the Supreme Court.
WITNESS MY HAND AND SEAL on the date and at the place first above written.
GILBERTO B. PASIMANERO Notary Public Until December 31, 1979 PTR No. 027438 ISSUED AT MANILA ON 1-27-78 TAN 3115-755-2
Doc. No. 44; Page No. 90; Book No. 6; Series of 1978.
ANNEX "A"
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, LUISA ECHAUS, of legal age, Filipino, and with postal address at Apt. 54, Elena Apartments, L Guerrero Street, Ermita, Manila, do hereby appoint, name, and constitute SALVADOR P. DE GUZMAN, JR., of legal age, Filipino, married to Esperanza V. Lorenzo, and a resident of 2697 Legarda Street, Sampaloc, Manila, to be my true and lawful attorney-in-fact, for me and in my name, place and stead, and for my own use and benefit, to do and perform the following acts and things, namely:
To enter into any compromise, settlement, agreement, partition, and/or division of any of the matters subject of:
1. Sp. Proc. No. 5510 of the Court of First Instance of Rizal entitled "In the Testate Estate of the late Honesta D. Kelly/Marcelo, Luisa Echaus, Petitioner"'
2. G.R. No. L-40904 of the Supreme Court entitled "World Wide Travel Service, Inc. and Luisa Echaus, Petitioners, versus Court of Appeals, etc., et al., Respondents";
3. G.R. No. L-41247 of the Supreme court entitled "Luisa Echaus, Petitioner, versus Hon. Pedro C. Navarro, etc., et al., Respondents"; and
4. Civil case No. 239563 of the City Court of manila entitled " Lopez Enterprises Co., Inc., Plaintiff, versus Luisa Echaus, Defendant".
as would effectively settle and/or otherwise terminate the above-stated proceedings/cases, under such terms and conditions that my said attorney-in-fact may deem fitting, proper and/or beneficial.
HEREBY GIVING AND GRANTING unto my said attorney-in-fact full power and authority to do and perform and authority to do and perform every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do if personally present, hereby RATIFYING and CONFIRMING all that my said attorney-in-fact, his delegates or substitutes, shall lawfully do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my had this 9 day of November, 1977 ______________________________________________________________ __________________________________________________________________
(Sgd.) LUIS ECHAUS TAN
SIGNED IN THE PRESENCE OF: Mary Luisa L. Aldeguer
STATE OF CALIFORNIA ) S.S. COUNTY OF SAN FRANCISCO)
On this 9th day of November, 1977, before me, Jose J. Baron, a notary Public, State of California, duly commissioned and sworn, personally appeared Luisa Echaus, known to me to be the person described in and those name she subscribed to the within instrument, and acknowledged to me that she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the day and year in this case certificate first above written.
Jose J. Baron Notary Public My Commission expires April 11, 1978
CONSULATE GENERAL OF THE ) REPUBLIC OF THE PHILIPPINES, ) CITY AND COUNTY OF SAN FRANCISCO ) STATE OF CALIFORNIA, U.S.A. )
WILLY C. GAA, VICE CONSUL, of the Republic of the Philippines at San Francisco, California, U.S.A. duly commissioned and qualified, do hereby certify that ... JOSE J. BARON ... before whom the annexed instrument has been executed, was ta the time he signed the attached certificate, a Notary Public in and for the City and County of San Francisco, state of California, U.S.A., whose commission expires 11 April 1978, and with full faith and credit are and ought to be given to his official act.
That the contents of the annexed document, this Consulate General Assumes no responsibility.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Philippine consulate General of the Republic of the Philippines at San Francisco, California, U.S.A. this 9th day of November, 1977.
(s) WILLY C. GAA (t) WILLY C. GAA VICE CONSUL
Fees: P10.00 Series of 1950 Official Receipt No. 111 Doc. No. 46 Book No. Page No. 276 Series of 1977 A N N E X "B"
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, MILGAROS BELLO GUZMAN, of legal age, married and with business address at World-Wide Travel Service, Inc., Macario Adriatico, Malate, Manila, Hereby name, constitute and appoint ERLINDA M. CAPARAS, single and resident of 7447 Highland St., to be my true and lawful attorney, for me and in my name, place and stead to do and perform the following acts and things to wit:
1. To represent me in all negotiations and proceedings involving the settlement of the estate of Honesta Kelly and subject to the condition that my said attorney-in-fact ERLINADA M. CAPARAS, in her personal capacity and ANTONIO ABAD SANTOS agree, to decide for and bind me in any compromise and settlement that all the parties may agree to concerning the said estate;
2. To receive any and all monies or instruments that may be due me in settlement of the estate of Honesta Kelly and to deposit the same in may name with any banking institution that she may so choose;
3. To act as my proxy in any meeting of the stockholders of if personally present, upon all legal matters which may be taken before said meeting.
GIVING AND GRANTING unto the said attorney-in-fact and proxy full power and authority to do and perform every legal act and thing whatsoever requisite or necessary to be done in and about the premises as fully to all intents and purposes as I might or could lawfully do if personally present and CONFIRMING all that the said attorney-in-fact shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 14th day, of August, 1976 in Manila, Philippines.
MILAGROS BELLO-GUZMAN Signed in the Presence of:
(ELIGIBLE) (ELIGIBLE)
A C N O W L E D G M E N T
REPUBLIC OF THE PHILIPPINES ) SS. CITY OF MANILA )
BEFORE ME, a Notary Public for and in manila, personally appeared:
NAME RES. CERT NO. MILAGROS BELLO GUZMAN A 141294 DATE PLACE OF ISSUE 1/23/76 Manila
known to me and to me known to be the same person who executed the foregoing instrument, and they acknowledged to me that the same is her free and voluntary act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this 14th day of August, 1976 at the place hereinabove written.
RAMON R. POSADAS Notary Public Until December 31, 1977 PTR# 2869633 Pasay City-Jan. 20, 1976
Doc. No. 291; Page No. 58; Book No. 1; Series of 1976.
