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Prof. Joselito Guianan Chan's The Labor Code of the Philippines, Annotated Labor Standards & Social Legislation Volume I of a 3-Volume Series 2019 Edition (3rd Revised Edition)
 

 
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UNITED STATES SUPREME COURT JURISPRUDENCE
 

 
PHILIPPINE SUPREME COURT JURISPRUDENCE
 

   
September-2001 Jurisprudence                 

  • G.R. No. 137538 September 3, 2001 - OFFICE OF THE OMBUDSMAN v. HON. FRANCISCO B. IBAY

  • A.M. No. MTJ-00-1249 September 4, 2001 - PHIL. GERIATRICS FOUNDATION, ET AL. v. LYDIA QUERUBIN LAYOSA

  • A.M. No. P-00-1373 September 4, 2001 - ELIZABETH A. TIONGCO v. ROGELIO S. MOLINA, ET AL.

  • A.M. No. P-01-1501 September 4, 2001 - JOSEPHINE D. SARMIENTO v. ALBERT S. SALAMAT

  • A.M. No. P-01-1502 September 4, 2001 - CRESENCIO N. BONGALOS v. JOSE R. MONUNGOLH and VICTORIA D. JAMITO

  • A.M. No. P-99-1357 September 4, 2001 - SHERWIN M. BALOLOY v. JOSE B. FLORES

  • A.M. No. RTJ-01-1651 September 4, 2001 - PROSECUTOR LEO C. TABAO v. JUDGE FRISCO T. LILAGAN

  • G.R. No. 125359 September 4, 2001 - ROBERTO S. BENEDICTO and HECTOR T. RIVERA v. THE COURT OF APPEALS

  • G.R. No. 126859 September 4, 2001 - YOUSEF AL-GHOUL, ET AL. v. COURT OF APPEALS, ET AL.

  • G.R. No. 127181 September 4, 2001 - LAND BANK OF THE PHIL. v. COURT OF APPEALS, ET AL.

  • G.R. No. 132709 September 4, 2001 - CAMILO L. SABIO, ET AL. v. INTERNATIONAL CORPORATE BANK, ET AL.

  • G.R. No. 134490 September 4, 2001 - PEOPLE OF THE PHILIPPINES v. JOEL BRAGAT

  • G.R. Nos. 135356-58 September 4, 2001 - PEOPLE OF THE PHIL. v. MELECIO SAGARINO

  • G.R. No. 138923 September 4, 2001 - PEOPLE OF THE PHIL. v. ANITA AYOLA, ET AL.

  • A.M. No. MTJ-01-1344 September 5, 2001 - LYDIO ARCILLA, ET AL. v. LUCIO PALAYPAYON, ET AL.

  • G.R. No. 128145 September 5, 2001 - J.C. LOPEZ & ASSOCIATES v. COMMISSION ON AUDIT, ET AL.

  • G.R. No. 133886 September 5, 2001 - PEOPLE OF THE PHILIPPINES v. OSCAR PARBA

  • G.R. No. 134101 September 5, 2001 - PEOPLE OF THE PHIL. v. FELINO O. LLANITA

  • G.R. No. 136054 September 5, 2001 - SEVERINA SAN MIGUEL v. COURT OF APPEALS, ET AL.

  • G.R. No. 132714 September 6, 2001 - PEOPLE OF THE PHIL. v. RENATO LALINGJAMAN

  • G.R. Nos. 139064-66 September 6, 2001 - PEOPLE OF THE PHIL. v. ALBERTO ARCE

  • G.R. No. 140529 September 6, 2001 - JOSE P. LOPEZ v. OFFICE OF THE OMBUDSMAN, ET AL.

  • G.R. No. 141400 September 6, 2001 - PEOPLE OF THE PHIL. v. EVANGELINE GANENAS

  • Admin. Case. No. 4863 September 7, 2001 - URBAN BANK v. ATTY. MAGDALENO M. PEÑA

  • G.R. No. 114858-59 September 7, 2001 - COLUMBUS PHILIPPINES BUS CORPORATION v. NATIONAL LABOR RELATIONS COMMISSION

  • G.R. No. 126352 September 7, 2001 - GSIS v. COURT OF APPEALS, ET AL.

  • G.R. No. 127261 September 7, 2001 - VISAYAN SURETY & INSURANCE CORPORATION v. COURT OF APPEALS, ET AL.

  • G.R. No. 129644 September 7, 2001 - CHINA BANKING CORP. v. COURT OF APPEALS, ET AL.

  • G.R. No. 131805 September 7, 2001 - PEOPLE OF THE PHIL. v. GREGORIO HERMOSA, ET AL.

  • G.R. No. 132064 September 7, 2001 - PEOPLE OF THE PHIL. v. ISAGANI BAYENG, ET AL.

  • G.R. No. 132320 September 7, 2001 - PEOPLE OF THE PHIL. v. CONRADO OJERIO

  • G.R. Nos. 135402-03 September 7, 2001 - PEOPLE OF THE PHIL. v. IAN GONZAGA

  • G.R. No. 136779 September 7, 2001 - PEOPLE OF THE PHIL. v. ARNEL ASUNCION

  • G.R. No. 142065 September 7, 2001 - LENIDO LUMANOG v. HON. JAIME N. SALAZAR

  • G.R. No. 142875 September 7, 2001 - EDGAR AGUSTILO v. COURT OF APPEALS, ET AL.

  • G.R. No. 144877 September 7, 2001 - DEVELOPMENT BANK OF THE PHIL. v. VERONICA AGUIRRE, ET AL.

  • A.M. No. P-01-1506 September 10, 2001 - GEORGE S. BICBIC v. DHALIA E. BORROMEO

  • G.R. Nos. 104769 & 135016 September 10, 2001 - AFP MUTUAL BENEFIT ASSO. v. COURT OF APPEALS, ET AL.

  • G.R. No. 118943 September 10, 2001 - MARIO HORNALES v. NLRC, ET AL.

  • G.R. No. 130362 September 10, 2001 - INT’L FLAVORS & FRAGRANCES (PHIL.) v. MERLIN J. ARGOS, ET AL.

  • G.R. No. 138485 September 10, 2001 - DR. v. COMMISSIONER OF INTERNAL REVENUE

  • G.R. No. 141970 September 10, 2001 - METROPOLITAN BANK v. FLORO T. ALEJO

  • G.R. No. 145588 September 10, 2001 - ESPERIDION LOPEZ, ET AL. v. COURT OF APPEALS, ET AL.

  • G.R. No. 140398 September 11, 2001 - FRANCISCO DELA MERCED, ET AL. v. GSIS, ET AL.

  • G.R. No. 121877 September 12, 2001 - PEOPLE OF THE PHIL v. ERLINDA GONZALES

  • G.R. Nos. 138431-36 September 12, 2001 - PEOPLE OF THE PHIL. v. DIOSCORA M. ARABIA, ET AL.

  • G.R. No. 140903 September 12, 2001 - HENRY SY v. COMMISSION ON SETTLEMENT OF LAND PROBLEMS, ET AL.

  • A.M. No. 00-1-4-03-SC September 13, 2001 - RE: REQUEST FOR LIVE RADIO-TV COVERAGE OF THE TRIAL IN THE SANDIGANBAYAN OF THE PLUNDER CASES AGAINST FORMER PRESIDENT JOSEPH E. ESTRADA v. JOSEPH E. ESTRADA and INTEGRATED BAR OF THE PHILIPPINES

  • A.M. No. 00-4-188-RTC September 13, 2001 - REQUEST OF MR. OSCAR T. LLAMAS FOR RE-ASSIGNMENT OSCAR T. LLAMAS v. EMMANUEL LACANDOLA AND ET. AL.

  • G.R. No. 120009 September 13, 2001 - DOLE PHILIPPINES v. NATIONAL LABOR RELATIONS COMMISSION

  • G.R. No. 122095 September 13, 2001 - PEOPLE OF THE PHILIPPINES v. DOMINGO DAWISAN

  • G.R. No. 127913 September 13, 2001 - RCBC v. METRO CONTAINER CORP.

  • G.R. No. 132354 September 13, 2001 - PEOPLE OF THE PHIL. v. DEOMEDES IGLESIA

  • G.R. Nos. 136840-42 September 13, 2001 - PEOPLE OF THE PHIL. v. ROMEO NAVARETTE

  • G.R. No. 137250-51 September 13, 2001 - PABLO MARGAREJO v. HON. ADELARDO ESCOSES

  • G.R. No. 138972-73 September 13, 2001 - PEOPLE OF THE PHIL. v. EUGENIO B. MARQUEZ, ET AL.

  • G.R. No. 140512 September 13, 2001 - PEOPLE OF THE PHIL. v. PETER PELERAS, ET AL.

  • G.R. No. 142043 September 13, 2001 - PEOPLE OF THE PHIL. v. NELSON BITUON

  • G.R. No. 142430 September 13, 2001 - PEOPLE OF THE PHIL. v. RONNIE QUINICIO, ET AL.

  • G.R. No. 142444 September 13, 2001 - OFELIA D. ARTUZ v. COURT OF APPEALS, ET AL.

  • G.R. No. 142649 September 13, 2001 - ANTONIO C. SAN LUIS v. COURT OF APPEALS

  • G.R. No. 143702 September 13, 2001 - PEOPLE OF THE PHIL. v. ZALDY MENDOZA

  • G.R. No. 129212 September 14, 2001 - PEOPLE OF THE PHILIPPINES v. MARIO LACUESTA, ET AL.

  • A.M. No. RTJ-00-1575 September 17, 2001 - ISAGANI RIZON v. JUDGE OSCAR E. ZERNA

  • A.M. No. RTJ 99-1498 September 17, 2001 - VICENTE P. LIM v. JUDGE JACINTA B. TAMBAGO, ET AL.

  • G.R. No. 111584 September 17, 2001 - PRODUCERS BANK OF THE PHILIPPINES v. COURT OF APPEALS and SPOUSES SALVADOR Y. CHUA and EMILIA U. CHUA

  • G.R. No. 135644 September 17, 2001 - GOVERNMENT SERVICE INSURANCE SYSTEM v. SPOUSES GONZALO and MATILDE LABUNG-DEANG

  • G.R. No. 135912 September 17, 2001 - ODIN SECURITY AGENCY v. SANDIGANBAYAN, ET AL.

  • G.R. No. 138219 September 17, 2001 - GERARDO V. TAMBAOAN, ET AL. v. COURT OF APPEALS, ET AL.

  • G.R. Nos. 138943-44 September 17, 2001 - PEOPLE OF THE PHIL. v. HENRY ALMAZAN

  • G.R. No. 141209 September 17, 2001 - ANTONIA HUFANA, ET AL. v. WILLIAM ONG GENATO

  • A. C. No. 5043 September 19, 2001 - ABEDIN L. OSOP v. ATTY. V. EMMANUEL C. FONTANILLA

  • G.R. No. 135936 September 19, 2001 - THE PEOPLE OF THE PHILIPPINES v. GUALBERTO MIRADOR alias "GOLING"

  • G.R. No. 144400 September 19, 2001 - DOMINGO O. IGNACIO v. COCA-COLA BOTTLERS PHILS.

  • A.M. No. MTJ-01-1369 September 20, 2001 - GUILLERMA D. CABAÑERO v. JUDGE ANTONIO K. CAÑON

  • A.M. No. MTJ-01-1371 September 20, 2001 - ATTY. NESCITO C. HILARIO v. JUDGE ROMEO A. QUILANTANG

  • A.M. No. RTJ-99-1472 September 20, 2001 - SPOUSES HERMINIO, ET Al. v. HON. DEMETRIO D. CALIMAG

  • A.M. No. P-01-1483 September 20, 2001 - EDNA FE F. AQUINO v. ISABELO LAVADIA

  • G.R. No. 116938 September 20, 2001 - LEONILA GARCIA-RUEDA v. REMEDIOS A. AMOR, ET AL.

  • G.R. No. 127405 September 20, 2001 - MARJORIE TOCAO and WILLIAM T. BELO v. COURT OF APPEALS and NENITA A. ANAY

  • G.R. No. 130399 September 20, 2001 - PUBLIC UTILITIES DEPARTMENT v. HON. TEOFISTO T. GUINGONA

  • G.R. Nos. 135068-72 September 20, 2001 - PEOPLE OF THE PHIL. v. MAXIMO RAMOS

  • G.R. No. 137674 September 20, 2001 - WILLIAM GO KIM HUY v. SANTIAGO GO KIM HUY, ET AL.

  • G.R. No. 139410 September 20, 2001 - PEOPLE OF THE PHILIPPINES v. SILVERIO AGUERO

  • G.R. No. 140898 September 20, 2001 - THE PEOPLE OF THE PHILIPPINES v. JOSE ISHIKAWA AMBA

  • A.M. No. P-99-1289 September 21, 2001 - JUDGE NAPOLEON S. DIAMANTE v. ANTHONY A. ALAMBRA

  • G.R. Nos. 119609-10 September 21, 2001 - PCGG v. HONORABLE SANDIGANBAYAN (Third Division), ET AL.

  • G.R. No. 128876 September 21, 2001 - PEOPLE OF THE PHILIPPINES v. MANOLITO FELIZAR y CAPULI

  • G.R. No. 132384 September 21, 2001 - PEOPLE OF THE PHILIPPINES v. MARLON GADIA

  • G.R. No. 134596 September 21, 2001 - RAYMUND ARDONIO v. THE PEOPLE OF THE PHILIPPINES

  • G.R. No. 142889 September 21, 2001 - EXECUTIVE LABOR ARBITER RICARDO N. OLAIREZ v. OMBUDSMAN ANIANO A. DESIERTO

  • G.R. No. 145416 September 21, 2001 - GOLDEN HORIZON REALTY CORPORATION v. SY CHUAN

  • A.M. No. 99-6-79-MTC September 24, 2001 - REPORT ON THE JUDICIAL AUDIT CONDUCTED IN THE MUNICIPAL TRIAL COURT

  • A.M. No. P-01-1512 September 24, 2001 - TERESITA H. ZIPAGAN v. JOVENCIO N. TATTAO

  • G.R. Nos. 132442-44 September 24, 2001 - PEOPLE OF THE PHILIPPINES v. BERNARDINO ARANZADO

  • G.R. Nos. 135524-25 September 24, 2001 - PEOPLE OF THE PHILIPPINES v. MANOLITO AGUSTIN

  • G.R. No. 141897 September 24, 2001 - METRO CONSTRUCTION v. CHATHAM PROPERTIES

  • G.R. No. 144404 September 24, 2001 - PEOPLE OF THE PHILIPPINES v. LEODEGARIO BASCUGUIN Y AGQUIZ

  • G.R. Nos. 127759-60 September 25, 2001 - PEOPLE OF THE PHIL. v. PO3 NOEL FELICIANO

  • G.R. Nos. 134527-28 September 25, 2001 - PEOPLE OF THE PHILIPPINES v. SERAPIO REY alias APIONG

  • G.R. Nos. 136867-68 September 25, 2001 - PEOPLE OF THE PHILIPPINES v. RODRIGO GALVEZ y JEREZ

  • G.R. No. 137612 September 25, 2001 - PEOPLE OF THE PHILIPPINES v. FRANCISCO ANTINERO BERIARMENTE

  • A.C. No. 4497 September 26, 2001 - MR. and MRS. VENUSTIANO G. SABURNIDO v. ATTY. FLORANTE E. MADROÑO

  • A.C. No. 4990 September 26, 2001 - ELENA ZARATE-BUSTAMANTE and LEONORA SAVET CATABIAN v. ATTY. FLORENTINO G. LIBATIQUE

  • G.R. No. 122824 September 26, 2001 - AURORA F. IGNACIO v. VALERIANO BASILIO,

  • G.R. No. 123058 September 26, 2001 - PEOPLE OF THE PHIL. v. ALFREDO NAPUD, JR.

  • G.R. No. 129107 September 26, 2001 - ALFONSO L. IRINGAN v. HON. COURT OF APPEALS , ET AL.

  • G.R. Nos. 129530-31 September 26, 2001 - PEOPLE OF THE PHILIPPINES v. WILFREDO OLARTE

  • G.R. Nos. 138308-10 September 26, 2001 - THE PEOPLE OF THE PHILIPPINES v. PABLO SANTOS

  • G.R. No. 142564 September 26, 2001 - PEOPLE OF THE PHILIPPINES v. HILGEM NERIO y GIGANTO

  • G.R. Nos. 143108-09 September 26, 2001 - REPUBLIC OF THE PHILIPPINES. v. COURT OF APPEALS

  • Adm. Case. No. 5505 September 27, 2001 - SEVERINO RAMOS v. ATTY. ELLIS JACOBA and ATTY. OLIVIA VELASCO JACOBA

  • G.R. No. 131864-65 September 27, 2001 - PEOPLE OF THE PHILIPPINES v. SHERJOHN ARONDAIN and JOSE PRECIOSO

  • G.R. Nos. 134963-64 September 27, 2001 - ALFREDO LONG and FELIX ALMERIA v. LYDIA BASA

  • G.R. No. 137676 September 27, 2001 - PEOPLE OF THE PHILIPPINES v. ATTY. ROBERTO DIONISIO

  • G.R. No. 144035 September 27, 2001 - PEOPLE OF THE PHIL. v. VICENTE M. BASQUEZ

  • A.M. No. P-00-1391 September 28, 2001 - LIBRADA D. TORRES v. NELSON C. CABESUELA

  • G.R. No. 122425 September 28, 2001 - FLORDELIZA H. CABUHAT v. THE HONORABLE COURT OF APPEALS

  • G.R. No. 124535 September 28, 2001 - THE RURAL BANK OF LIPA CITY, ET AL. v. HONORABLE COURT OF APPEALS, ET AL.

  • G.R. No. 125154 September 28, 2001 - DIGNA VERGEL v. COURT OF APPEALS and DOROTEA-TAMISIN GONZALES

  • G.R. No. 125442 September 28, 2001 - PEOPLE OF THE PHILIPPINES v. FERNANDO ARELLANO y ROBLES

  • G.R. No. 127232 September 28, 2001 - GOLDENROD v. HONORABLE COURT OF APPEALS and PATHFINDER HOLDINGS (PHILIPPINES)

  • G.R. No. 127241 September 28, 2001 - LA CONSOLACION COLLEGE, ET AL. v. NLRC , ET AL.

  • G.R. No. 134128 September 28, 2001 - PEOPLE OF THE PHILIPPINES v. GERARDO DE LAS ERAS y ZAFRA

  • G.R. No. 134928 September 28, 2001 - PEOPLE OF THE PHILIPPINES v. FILOMENO BARNUEVO. ET AL.

  • G.R. Nos. 140789-92 September 28, 2001 - THE PEOPLE OF THE PHILIPPINES v. ALIPIO CARBONELL and DIONISIO CARBONELL

  • G.R. No. 145371 September 28, 2001 - PEOPLE OF THE PHILIPPINES v. BEN AQUINO and ROMEO AQUINO

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    G.R. No. 124535   September 28, 2001 - THE RURAL BANK OF LIPA CITY, ET AL. v. HONORABLE COURT OF APPEALS, ET AL.

     
    PHILIPPINE SUPREME COURT DECISIONS

    FIRST DIVISION

    [G.R. No. 124535. September 28, 2001.]

    THE RURAL BANK OF LIPA CITY, INC., THE OFFICERS AND DIRECTORS, BERNARDO BAUTISTA, JAIME CUSTODIO, OCTAVIO KATIGBAK, FRANCISCO CUSTODIO, and JUANITA BAUTISTA OF THE RURAL BANK OF LIPA CITY, INC., Petitioners, v. HONORABLE COURT OF APPEALS, HONORABLE COMMISSION EN BANC, SECURITIES AND EXCHANGE COMMISSION, HONORABLE ENRIQUE L. FLORES, JR., in his capacity as Hearing Officer, REYNALDO VILLANUEVA, SR, AVELINA M. VILLANUEVA, CATALINO VILLANUEVA, ANDRES GONZALES, AURORA LACERNA, CELSO LAYGO, EDGARDO REYES, ALEJANDRA TONOGAN and ELENA USI, Respondents.

    D E C I S I O N


    YNARES-SANTIAGO, J.:


    Before us is a petition for review on certiorari assailing the Decision of the Court of Appeals dated February 27, 1996, as well as the Resolution dated March 29, 1996, in CA-G.R. SP No. 38861.

    The instant controversy arose from a dispute between the Rural Bank of Lipa City, Incorporated (hereinafter referred to as the Bank), represented by its officers and members of its Board of Directors, and certain stockholders of the said bank. The records reveal the following antecedent facts:chanrob1es virtua1 1aw 1ibrary

    Private respondent Reynaldo Villanueva, Sr., a stockholder of the Rural Bank of Lipa City, executed a Deed of Assignment, 1 wherein he assigned his shares, as well as those of eight (8) other shareholders under his control with a total of 10,467 shares, in favor of the stockholders of the Bank represented by its directors Bernardo Bautista, Jaime Custodio and Octavio Katigbak. Sometime thereafter, Reynaldo Villanueva, Sr. and his wife, Avelina, executed an Agreement 2 wherein they acknowledged their indebtedness to the Bank in the amount of Four Million Pesos (P4,000,000.00), and stipulated that said debt will be paid out of the proceeds of the sale of their real property described in the Agreement.

    At a meeting of the Board of Directors of the Bank on November 15, 1993, the Villanueva spouses assured the Board that their debt would be paid on or before December 31 of that same year; otherwise, the Bank would be entitled to liquidate their shareholdings, including those under their control. In such an event, should the proceeds of the sale of said shares fail to satisfy in full the obligation, the unpaid balance shall be secured by other collateral sufficient therefor.

    When the Villanueva spouses failed to settle their obligation to the Bank on the due date, the Board sent them a letter 3 demanding: (1) the surrender of all the stock certificates issued to them; and (2) the delivery of sufficient collateral to secure the balance of their debt amounting to P3,346,898.54. The Villanuevas ignored the bank’s demands, whereupon their shares of stock were converted into Treasury Stocks. Later, the Villanuevas, through their counsel, questioned the legality of the conversion of their shares. 4

    On January 15, 1994, the stockholders of the Bank met to elect the new directors and set of officers for the year 1994. The Villanuevas were not notified of said meeting. In a letter dated January 19, 1994, Atty. Amado Ignacio, counsel for the Villanueva spouses, questioned the legality of the said stockholders’ meeting and the validity of all the proceedings therein. In reply, the new set of officers of the Bank informed Atty. Ignacio that the Villanuevas were no longer entitled to notice of the said meeting since they had relinquished their rights as stockholders in favor of the Bank.

    Consequently, the Villanueva spouses filed with the Securities and Exchange Commission (SEC), a petition for annulment of the stockholders’ meeting and election of directors and officers on January 15, 1994, with damages and prayer for preliminary injunction 5 , docketed as SEC Case No. 02-94-4683. Joining them as co-petitioners were Catalino Villanueva, Andres Gonzales, Aurora Lacerna, Celso Laygo, Edgardo Reyes, Alejandro Tonogan, and Elena Usi. Named respondents were the newly-elected officers and directors of the Rural Bank, namely: Bernardo Bautista, Jaime Custodio, Octavio Katigbak, Francisco Custodio and Juanita Bautista.

    The Villanuevas’ main contention was that the stockholders’ meeting and election of officers and directors held on January 15, 1994 were invalid because: (1) they were conducted in violation of the by-laws of the Rural Bank; (2) they were not given due notice of said meeting and election notwithstanding the fact that they had not waived their right to notice; (3) they were deprived of their right to vote despite their being holders of common stock with corresponding voting rights; (4) their names were irregularly excluded from the list of stockholders; and (5) the candidacy of petitioner Avelina Villanueva for directorship was arbitrarily disregarded by respondent Bernardo Bautista and company during the said meeting

    On February 16, 1994, the SEC issued a temporary restraining order enjoining the respondents, petitioners herein, from acting as directors and officers of the Bank, and from performing their duties and functions as such. 6

    In their joint Answer, 7 the respondents therein raised the following defenses:chanrob1es virtual 1aw library

    1) The petitioners have no legal capacity to sue;

    2) The petition states no cause of action;

    3) The complaint is insufficient;

    4) The petitioners’ claims had already been paid, waived, abandoned, or otherwise extinguished;

    5) The petitioners are estopped from challenging the conversion of their shares.

    Petitioners, respondents therein, thus moved for the lifting of the temporary restraining order and the dismissal of the petition for lack of merit, and for the upholding of the validity of the stockholders’ meeting and election of directors and officers held on January 15, 1994. By way of counterclaim, petitioners prayed for actual, moral and exemplary damages.

    On April 6, 1994, the Villanuevas’ application for the issuance of a writ of preliminary injunction was denied by the SEC Hearing Officer on the ground of lack of sufficient basis for the issuance thereof. However, a motion for reconsideration 8 was granted on December 16, 1994, upon finding that since the Villanuevas’ have not disposed of their shares, whether voluntarily or involuntarily, they were still stockholders entitled to notice of the annual stockholders’ meeting was sustained by the SEC. Accordingly, a writ of preliminary injunction was issued enjoining the petitioners from acting as directors and officers of the bank. 9

    Thereafter, petitioners filed an urgent motion to quash the writ of preliminary injunction, 10 challenging the propriety of the said writ considering that they had not yet received a copy of the order granting the application for the writ of preliminary injunction.

    With the impending 1995 annual stockholders’ meeting only nine (9) days away, the Villanuevas filed an Omnibus Motion 11 praying that the said meeting and election of officers scheduled on January 14, 1995 be suspended or held in abeyance, and that the 1993 Board of Directors be allowed, in the meantime, to act as such. One (1) day before the scheduled stockholders meeting, the SEC Hearing Officer granted the Omnibus Motion by issuing a temporary restraining order preventing petitioners from holding the stockholders meeting and electing the board of directors and officers of the Bank. 12

    A petition for Certiorari and Annulment with Damages was filed by the Rural Bank, its directors and officers before the SEC en banc, 13 naming as respondents therein SEC Hearing Officer Enrique L. Flores, Jr., and the Villanuevas, erstwhile petitioners in SEC Case No. 02-94-4683. The said petition alleged that the orders dated December 16, 1994 and January 13, 1995, which allowed the issuance of the writ of preliminary injunction and prevented the bank from holding its 1995 annual stockholders’ meeting, respectively, were issued by the SEC Hearing Officer with grave abuse of discretion amounting to lack or excess of jurisdiction. Corollarily, the Bank, its directors and its officers questioned the SEC Hearing Officer’s right to restrain the stockholders’ meeting and election of officers and directors considering that the Villanueva spouses and the other petitioners in SEC Case No. 02-94-4683 were no longer stockholders with voting rights, having already assigned all their shares to the Bank.chanrob1es virtua1 1aw 1ibrary

    In their Comment/Opposition, the Villanuevas and other private respondents argued that the filing of the petition for certiorari was premature and there was no grave abuse of discretion on the part of the SEC Hearing Officer, nor did he act without or in excess of his jurisdiction.

    On June 7, 1995, the SEC en banc denied the petition for certiorari in an Order, 14 which stated:chanrob1es virtual 1aw library

    In the case now before us, petitioners could not show any proof of despotic or arbitrary exercise of discretion committed by the hearing officer in issuing the assailed orders save and except the allegation that the private respondents have already transferred their stockholdings in favor of the stockholders of the Bank. This, however, is the very issue of the controversy in the case a quo and which, to our mind, should rightfully be litigated and proven before the hearing officer. This is so because of the undisputed fact the (sic) private respondents are still in possession of the stock certificates evidencing their stockholdings and as held by the Supreme Court in Embassy Farms, Inc. v. Court of Appeals, Et Al., 188 SCRA 492, citing Nava v. Peers Marketing Corp., the non-delivery of the stock certificate does not make the transfer of the shares of stock effective. For an effective transfer of stock, the mode of transfer as prescribed by law must be followed.

    We likewise find that the provision of the Corporation Code cited by the herein petitioner, particularly Section 83 thereof, to support the claim that the private respondents are no longer stockholders of the Bank is misplaced. The said law applies to acquisition of shares of stock by the corporation in the exercise of a stockholder’s right of appraisal or when the said stockholder opts to dissent on a specific corporate act in those instances provided by law and demands the payment of the fair value of his shares. It does not contemplate a "transfer" whereby the stockholder, in the exercise of his right to dispose of his shares (jus disponendi) sells or assigns his stockholdings in favor of another person where the provisions of Section 63 of the same Code should be complied with.

    The hearing officer, therefore, had a basis in issuing the questioned orders since the private respondents’ rights as stockholders may be prejudiced should the writ of injunction not be issued. The private respondents are presumably stockholders of the Bank in view of the fact that they have in their possession the stock certificates evidencing their stockholdings. Until proven otherwise, they remain to be such and the hearing officer, being the one directly confronted with the facts and pieces of evidence in the case, may issue such orders and resolutions which may be necessary or reasonable relative thereto to protect their rights and interest in the meantime that the said case is still pending trial on the merits.

    A subsequent motion for reconsideration 15 was likewise denied by the SEC en banc in a Resolution 16 dated September 29, 1995.

    A petition for review was thus filed before the Court of Appeals, which was docketed as CA-G.R. SP No. 38861, assailing the Order dated June 7, 1995 and the Resolution dated September 29, 1995 of the SEC en banc in SEC EB No. 440. The ultimate issue raised before the Court of Appeals was whether or not the SEC en banc erred in finding:chanrob1es virtual 1aw library

    1. That the Hon. Hearing Officer in SEC Case No. 02-94-4683 did not commit any grave abuse of discretion that would warrant the filing of a petition for certiorari;

    2. That the private respondents are still stockholders of the subject bank and further stated that "it does not contemplate a transfer" whereby the stockholders, in the exercise of his right to dispose of his shares (Jus Disponendi) sells or assigns his stockholdings in favor of another person where the provisions of Sec. 63 of the same Code should be complied with; and

    3. That the private respondents are presumably stockholders of the bank in view of the fact that they have in their possession the stock certificates evidencing their stockholdings.

    On February 27, 1996, the Court of Appeals rendered the assailed Decision 17 dismissing the petition for review for lack of merit. The appellate court found that:chanrob1es virtual 1aw library

    The public respondent is correct in holding that the Hearing Officer did not commit grave abuse of discretion. The officer, in exercising his judicial functions, did not exercise his judgment in a capricious, whimsical, arbitrary or despotic manner. The questioned Orders issued by the Hearing Officer were based on pertinent law and the facts of the case.

    Section 63 of the Corporation Code states: ". . . Shares of stock so issued are personal property and may be transferred by delivery of the certificate or certificates indorsed by the owner . . . . No transfer, however, shall be valid, except as between the parties, until the transfer is recorded in the books of the corporation so as to show the names of the parties to the transaction, the date of the transfer, the number of the certificate or certificates and the number of shares transferred."cralaw virtua1aw library

    In the case at bench, when private respondents executed a deed of assignment of their shares of stocks in favor of the Stockholders of the Rural Bank of Lipa City, represented by Bernardo Bautista, Jaime Custodio and Octavio Katigbak, title to such shares will not be effective unless the duly indorsed certificate of stock is delivered to them. For an effective transfer of shares of stock, the mode and manner of transfer as prescribed by law should be followed. Private respondents are still presumed to be the owners of the shares and to be stockholders of the Rural Bank.

    We find no reversible error in the questioned orders.

    Petitioners’ motion for reconsideration was likewise denied by the Court of Appeals in an Order 18 dated March 29, 1996.

    Hence, the instant petition for review seeking to annul the Court of Appeals’ decision dated February 27, 1996 and the resolution dated March 29, 1996. In particular, the decision is challenged for its ruling that notwithstanding the execution of the deed of assignment in favor of the petitioners, transfer of title to such shares is ineffective until and unless the duly indorsed certificate of stock is delivered to them. Moreover, petitioners faulted the Court of Appeals for not taking into consideration the acts of disloyalty committed by the Villanueva spouses against the Bank.

    We find no merit in the instant petition.

    The Court of Appeals did not err or abuse its discretion in affirming the order of the SEC en banc, which in turn upheld the order of the SEC Hearing Officer, for the said rulings were in accordance with law and jurisprudence.

    The Corporation Code specifically provides:chanrob1es virtual 1aw library

    SECTION 63. Certificate of stock and transfer of shares. — The capital stock of stock corporations shall be divided into shares for which certificates signed by the president or vice president, countersigned by the secretary or assistant secretary, and sealed with the seal of the corporation shall be issued in accordance with the by-laws. Shares of stocks so issued are personal property and may be transferred by delivery of the certificate or certificates indorsed by the owner or his attorney-in-fact or other person legally authorized to make the transfer. No transfer, however, shall be valid, except as between the parties, until the transfer is recorded in the books of the corporation so as to show the names of the parties to the transaction, the date of the transfer, the number of the certificate or certificates and the number of shares transferred.

    No shares of stock against which the corporation holds any unpaid claim shall be transferable in the books of the corporation. (Emphasis ours)

    Petitioners argue that by virtue of the Deed of Assignment, 19 private respondents had relinquished to them any and all rights they may have had as stockholders of the Bank. While it may be true that there was an assignment of private respondents’ shares to the petitioners, said assignment was not sufficient to effect the transfer of shares since there was no endorsement of the certificates of stock by the owners, their attorneys-in-fact or any other person legally authorized to make the transfer. Moreover, petitioners admit that the assignment of shares was not coupled with delivery, the absence of which is a fatal defect. The rule is that the delivery of the stock certificate duly endorsed by the owner is the operative act of transfer of shares from the lawful owner to the transferee. 20 Thus, title may be vested in the transferee only by delivery of the duly indorsed certificate of stock. 21

    We have uniformly held that for a valid transfer of stocks, there must be strict compliance with the mode of transfer prescribed by law. 22 The requirements are: (a) There must be delivery of the stock certificate: (b) The certificate must be endorsed by the owner or his attorney-in-fact or other persons legally authorized to make the transfer; and (c) To be valid against third parties, the transfer must be recorded in the books of the corporation. As it is, compliance with any of these requisites has not been clearly and sufficiently shown.

    It may be argued that despite non-compliance with the requisite endorsement and delivery, the assignment was valid between the parties, meaning the private respondents as assignors and the petitioners as assignees. While the assignment may be valid and binding on the petitioners and private respondents, it does not necessarily make the transfer effective. Consequently, the petitioners, as mere assignees, cannot enjoy the status of a stockholder, cannot vote nor be voted for, and will not be entitled to dividends, insofar as the assigned shares are concerned Parenthetically, the private respondents cannot, as yet, be deprived of their rights as stockholders, until and unless the issue of ownership and transfer of the shares in question is resolved with finality.

    There being no showing that any of the requisites mandated by law 23 was complied with, the SEC Hearing Officer did not abuse his discretion in granting the issuance of the preliminary injunction prayed for by petitioners in SEC Case No. 02-94-4683 (herein private respondents). Accordingly, the order of the SEC en banc affirming the ruling of the SEC Hearing Officer, and the Court of Appeals decision upholding the SEC en banc order, are valid and in accordance with law and jurisprudence, thus warranting the denial of the instant petition for review.

    To enable the shareholders of the Rural Bank of Lipa City, Inc. to meet and elect their directors, the temporary restraining order issued by the SEC Hearing Officer on January 13, 1995 must be lifted. However, private respondents shall be notified of the meeting and be allowed to exercise their rights as stockholders thereat.

    While this case was pending, Republic Act No. 8799 24 was enacted, transferring to the courts of general jurisdiction or the appropriate Regional Trial Court the SEC’s jurisdiction over all cases enumerated under Section 5 of Presidential Decree No. 902-A. 25 One of those cases enumerated is any controversy "arising out of intra-corporate or partnership relations, between and among stockholders, members, or associates, between any and/or all of them and the corporation, partnership or association of which they are stockholders, members or associates, respectively; and between such corporation, partnership or association and the state insofar as it concerns their individual franchise or right to exist as such entity." The instant controversy clearly falls under this category of cases which are now cognizable by the Regional Trial Court.

    Pursuant to Section 5.2 of R.A. No. 8799, this Court designated specific branches of the Regional Trial Courts to try and decide cases formerly cognizable by the SEC. For the Fourth Judicial Region, specifically in the Province of Batangas, the RTC of Batangas City, Branch 32 is the designated court. 26

    WHEREFORE, in view of all the foregoing, the instant petition for review on certiorari is DENIED. The Decision and Resolution of the Court of Appeals in CA-G.R. SP No. 38861 are hereby AFFIRMED. The case is ordered REMANDED to the Regional Trial Court of Batangas City, Branch 32, for proper disposition. The temporary restraining order issued by the SEC Hearing Officer dated January 13, 1995 is ordered LIFTED.

    SO ORDERED.

    Davide, Jr., C.J., Puno, Kapunan, and Pardo, JJ., concur.

    Endnotes:



    1. Dated February 5, 1993; Annex "V," Rollo, pp. 123-124.

    2. Dated November 10, 1993; Annex "W," Rollo, p. 127.

    3. Dated January 5, 1994.

    4. Dated January 14, 1994.

    5. Annex "A," Rollo, pp. 21-26.

    6. Annex "B," Rollo, pp. 29-30.

    7. Annex "D," Rollo, pp. 33-47.

    8. Annex "G," Rollo, pp. 57-62.

    9. Annex "I," Rollo, p. 65.

    10. Annex "J," Rollo, pp. 66-70.

    11. Annex "M," Rollo, pp. 73-75.

    12. Order dated January 13, 1995, Annex "Q," Rollo, pp. 104-105.

    13. Docketed as Case No. EB-440, Rollo, pp. 83-99.

    14. Annex "S," Rollo, pp. 112-115.

    15. Annex "T," Rollo, pp. 116-120.

    16. Annex "U," Rollo, p. 122.

    17. Annex "Y," Rollo, pp. 129-137.

    18. Annex "D," Rollo, pp. 138-139.

    19. Annex "V," dated February 15, 1993; Rollo, pp. 123-124.

    20. Bitong v. Court of Appeals, 292 SCRA 503, 528 (1998).

    21. Rivera v. Florendo, 144 SCRA 643, 656-657 (1986).

    22. Nava v. Peers Marketing Corp., 74 SCRA 65, 69 (1976).

    23. The Corporation Code, Section 63.

    24. Otherwise known as The Securities Regulation Code which took effect in the year 2000.

    25. Section 5.2 of R.A. 8799.

    26. En Banc Resolution, A.M. No. 00-11-03-SC, promulgated November 21, 2000.

    G.R. No. 124535   September 28, 2001 - THE RURAL BANK OF LIPA CITY, ET AL. v. HONORABLE COURT OF APPEALS, ET AL.


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