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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
 

   
July-2015 Jurisprudence                 

  • G.R. No. 205681, July 01, 2015 - JANET CARBONELL, Petitioner, v. JULITA A. CARBONELL-MENDES, REPRESENTED BY HER BROTHER AND ATTORNEY-IN-FACT, VIRGILIO A. CARBONELL, Respondent.

  • G.R. No. 208686, July 01, 2015 - PEOPLE OF THE PHILIPPINES, Appellee, v. ALELIE TOLENTINO A.K.A. "ALELIE TOLENTINO Y HERNANDEZ," Appellant.

  • G.R. No. 210341, July 01, 2015 - REPUBLIC OF THE PHILIPPINES, Petitioner, v. JOSEFINO O. ALORA AND OSCAR O. ALORA, Respondent.

  • G. R. No. 209845, July 01, 2015 - MELCHOR G. MADERAZO AND DIONESIO R. VERUEN, JR., Petitioners, v. PEOPLE OF THE PHILIPPINES AND SANDIGANBAYAN, Respondents.

  • A.M. No. P-14-3182, July 01, 2015 - ATTY. AURORA P. SANGLAY, Complainant, v. EDUARDO E. PADUA II, SHERIFF IV, REGIONAL TRIAL COURT, BRANCH 29, SAN FERNANDO CITY, LA UNION, Respondent.

  • A.M. No. P-12-3101, July 01, 2015 - OFFICE OF THE COURT ADMINISTRATOR, Complainant, v. BEATRIZ E. LIZONDRA, COURT INTERPRETER II AND OFFICER-IN-CHARGE, CLERK OF COURT, MUNICIPAL TRIAL COURT IN CITIES, TABUK CITY, KALINGA, Respondent.

  • G.R. No. 181517, July 06, 2015 - GREEN STAR EXPRESS, INC. AND FRUTO SAYSON, JR., Petitioners, v. NISSIN-UNIVERSAL ROBINA CORPORATION, Respondent.

  • G.R. NO. 193058, July 08, 2015 - EDGAR C. NUQUE, Petitioner, v. FIDEL AQUINO AND SPOUSES ALEJANDRO AND ERLINDA BABINA, Respondents.

  • G.R. No. 190134, July 08, 2015 - SPOUSES ROGELIO AND SHIRLEY T. LIM, AGUSAN INSTITUTE OF TECHNOLOGY, REPRESENTED BY DR. SHIRLEY T. LIM, PRESIDENT AND AS ATTORNEY-IN-FACT OF FELIX A. CUENCA, MARY ANN M. MALOLOT, AND REY ADONIS M. MEJORADA, Petitioners, v. HONORABLE COURT OF APPELAS, TWENTY-SECOND DIVISION, CAGAYAN DE ORO CITY, MINDANAO STATION; SHERIFF ARCHIBALD C. VERGA, AND HIS DEPUTIES, REGIONAL TRIAL COURT, BRANCH 33, HALL OF JUSTICE, LIBERTAD, BUTUAN CITY; AND FIRST CONSOLIDATED BANK, Respondents.

  • A.C. No. 10687, July 22, 2015 - MABINI COLLEGES, INC. REPRESENTED BY MARCEL N. LUKBAN, ALBERTO I. GARCIA, JR., AND MA. PAMELA ROSSANA A. APUYA, Complainant, v. ATTY. JOSE D. PAJARILLO, Respondent.

  • G.R. No. 212194, July 06, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. ROD FAMUDULAN1 Y FEDELIN, Accused-Appellant.

  • G.R. No. 187631, July 08, 2015 - BATANGAS CITY, MARIA TERESA GERON, IN HER CAPACITY AS CITY TREASURER OF BATANGAS CITY AND TEODULFO A. DEGUITO, IN HIS CAPACITY AS CITY LEGAL OFFICER OF BATANGAS CITY, Petitioners, v. PILIPINAS SHELL PETROLEUM CORPORATION, Respondent.

  • G.R. No. 212205, July 06, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. OBALDO BANDRIL Y TABLING, Accused-Appellant.

  • A.C. No. 10207, July 21, 2015 - RE: DECISION DATED 17 MARCH 2011 IN CRIMINAL CASE NO. SB-28361 ENTITLED "PEOPLE OF THE PHILIPPINES VS. JOSELITO C. BARROZO" - FORMER ASSISTANT PROSECUTOR JOSELITO C. BARROZO, Respondent.

  • G.R. No. 201110, July 06, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. JEFFREY VICTORIA Y CRISTOBAL, Accused-Appellant.

  • G.R. No. 183735, July 06, 2015 - SEGIFREDO T. VILCHEZ, Petitioner, v. FREE PORT SERVICE CORPORATION AND ATTY. ROEL JOHN T. KABIGTING, PRESIDENT, Respondents.

  • G.R. No. 200670, July 06, 2015 - CLARK INVESTORS AND LOCATORS ASSOCIATION, INC., Petitioner, v. SECRETARY OF FINANCE AND COMMISSIONER OF INTERNAL REVENUE, Respondents.

  • G.R. No. 216691, July 21, 2015 - MARIA ANGELA S. GARCIA, Petitioner, v. COMMISSION ON ELECTIONS AND JOSE ALEJANDRE P. PAYUMO III, Respondents.

  • G.R. No. 197731, July 06, 2015 - HERMIE OLARTE Y TARUG, AND RUBEN OLAVARIO Y MAUNAO, Petitioners, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 208792, July 22, 2015 - BANK OF THE PHILIPPINE ISLANDS, Petitioner, v. SPOUSES ROBERTO AND TERESITA GENUINO, Respondents.

  • G.R. No. 207435, July 01, 2015 - NORMA EDITA R. DY SUN-ONG, Petitioner, v. JOSE VICTORY R. DY SUN, Respondent.

  • A.C. No. 10187 [Formerly CBD Case No. 11-3053], July 22, 2015 - CELINA F. ANDRADA, Complainant, v. ATTY. RODRIGO CERA, Respondent.

  • A.M. No. RTJ-15-2417 [Formerly known as OCA IPI No. 10-3466-RTJ], July 22, 2015 - ELADIO D. PERFECTO, Complainant, v. JUDGE ALMA CONSUELO D. ESIDERA, Respondent.

  • G.R. No. 171247, July 22, 2015 - ALFREDO L. VILLAMOR, JR., Petitioner, v. HON. AMELIA C. MANALASTAS, PRESIDING JUDGE, RTC-PASIG CITY, BRANCH 268, AND LEONARDO S. UMALE [DECEASED] SUBSTITUTED BY HIS SPOUSE, CLARISSA VICTORIA UMALE, Respondents.

  • A.M. No. P-14-3257, July 22, 2015 - OFFICE OF THE COURT ADMINISTRATOR, Complainant, v. JOSE V. MENDOZA, CLERK OF COURT II, MUNICIPAL TRIAL COURT, GASAN, MARINDUQUE, Respondent.

  • G.R. No. 211535, July 22, 2015 - BANK OF COMMERCE, Petitioner, v. MARILYN P. NITE, Respondent.

  • G.R. No. 200773, July 08, 2015 - REPUBLIC OF THE PHILIPPINES, Petitioner, v. ANGELINE L. DAYAOEN, AGUST1NA TAUEL, AND LAWANA T. BATCAGAN, Respondents.

  • G.R. No. 192099, July 08, 2015 - PAULINO M. EJERCITO, JESSIE M. EJERCITO AND JOHNNY D. CHANG, Petitioners, v. ORIENTAL ASSURANCE CORPORATION, Respondent.

  • G.R. No. 186322, July 08, 2015 - ENRICO S. EULOGIO AND NATIVIDAD V. EULOGIO, Petitioners, v. PATERNO C. BELL, SR., ROGELIA CALINGASAN-BELL, PATERNO WILLIAM BELL, JR., FLORENCE FELICIA VICTORIA BELL, PATERNO FERDINAND BELL III, AND PATERNO BENERAÑO BELL IV, Respondents.

  • G.R. Nos. 209353-54, July 06, 2015 - REPUBLIC OF THE PHILIPPINES, REP. BY THE COMMISSIONER OF CUSTOMS, Petitioner, v. PHILIPPINE AIRLINES, INC. (PAL), Respondent.; [G.R. Nos. 211733-34] - COMMISSIONER OF INTERNAL REVENUE, Petitioner, v. PHILIPPINE AIRLINES, INC. (PAL), Respondent.

  • A.M. No. MTJ-14-1839, July 22, 2015 - ATTY. LUCITA E. MARCELO, Complainant, v. JUDGE PELAGIA J. DALMACIO-JOAQUIN, PRESIDING JUDGE, MUNICIPAL TRIAL COURT IN CITIES, BRANCH 1, SAN JOSE DEL MONTE, BULACAN, Respondent.

  • G.R. No. 189262, July 06, 2015 - GBMLT MANPOWER SERVICES, INC., Petitioner, v. MA. VICTORIA H. MALINAO, Respondent.

  • G.R. No. 207286, July 29, 2015 - DELA ROSA LINER, INC. AND/OR ROSAURO DELA ROSA, SR. AND NORA DELA ROSA, Petitioners, v. CALIXTO B. BORELA AND ESTELO A. AMARILLE, Respondents.

  • G.R. No. 210929, July 29, 2015 - REPUBLIC OF THE PHILIPPINES, Petitioner, v. EDNA ORCELINO-VILLANUEVA, Respondent.

  • G.R. No. 167679, July 22, 2015 - ING BANK N.V., ENGAGED IN BANKING OPERATIONS IN THE PHILIPPINES AS ING BANK N.V. MANILA BRANCH, Petitioner, v. COMMISSIONER OF INTERNAL REVENUE, Respondent.

  • G.R. No. 185224, July 29, 2015 - AMELIA CARMELA CONSTANTINO ZOLETA, Petitioner, v. THE HONORABLE SANDIGANBAYAN [FOURTH DIVISION] AND PEOPLE OF THE PHILIPPINES, Respondents.

  • G.R. No. 190983, July 29, 2015 - SURENDRA GOBINDRAM DASWANI, Petitioner, v. BANCO DE ORO UNIVERSAL BANK AND REGISTER OF DEEDS OF MAKATI CITY, Respondent.

  • G.R. No. 188698, July 22, 2015 - PEOPLE OF THE PHILIPPINES, Appellee, v. SONIA BERNEL NUARIN, Appellant.

  • G.R. No. 186305, July 22, 2015 - V-GENT, INC., Petitioner, v. MORNING STAR TRAVEL AND TOURS, INC., Respondent.

  • A.M. No. P-15-3304 (Formerly: OCA I.P.I No. 11-3670-P), July 01, 2015 - MELQUIADES A. ROBLES, Complainant, v. 1) CLERK OF COURT V DUKE THADDEUS R. MAOG, REGIONAL TRIAL COURT, BRANCH 155, PASIG CITY, 2) SHERIFF IV DOMINGO R. GARCIA, JR., REGIONAL TRIAL COURT, BRANCH 157, PASIG CITY, Respondents.

  • G.R. No. 172983, July 22, 2015 - FAR EAST BANK AND TRUST COMPANY, Petitioner, v. PHILIPPINE DEPOSIT INSURANCE CORPORATION, Respondent.

  • G.R. No. 175188, July 15, 2015 - COMMISSIONER OF INTERNAL REVENUE, Petitioner, v. LA TONDEÑA DISTILLERS, INC. (LTDI [NOW GINEBRA SAN MIGUEL], Respondent.

  • G.R. No. 209137, July 01, 2015 - EDUARDO CELEDONIO, Petitioner, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 210412, July 29, 2015 - REPUBLIC OF THE PHILIPPINES, Petitioner, v. KAMRAN F. KARBASI, Respondent.

  • G.R. No. 210646, July 29, 2015 - COMMISSIONER OF INTERNAL REVENUE, Petitioner, v. AIR LIQUIDE PHILIPPINES, INC., Respondent.

  • G.R. No. 207791, July 15, 2015 - THE CITY OF DAVAO, REPRESENTED BY THE CITY TREASURER OF DAVAO CITY, Petitioner, v. THE INTESTATE ESTATE OF AMADO S. DALISAY, REPRESENTED BY SPECIAL ADMINISTRATOR ATTY. NICASIO B. PADERNA, Respondent.

  • G.R. No. 206442, July 01, 2015 - JOVITO CANCERAN, Petitioner, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 201494, July 29, 2015 - MARITES R. CUSAP, Petitioner, v. ADIDAS PHILIPPINES, INC., (ADIDAS), PROMOTION RESOURCES & INTER-MARKETING EXPONENTS, INC. (PRIME) AND JC ATHLETES, INC. (JCA), Respondents.

  • A.M. No. P-07-2293 (Formerly A.M. No. 06-12-411-MTC), July 15, 2015 - OFFICE OF THE COURT ADMINISTRATOR, Complainant, v. JOEBERT C. GUAN, FORMER CLERK OF COURT, MUNICIPAL TRIAL COURT, BULAN, SORSOGON, Respondent.

  • G.R. No. 199660, July 13, 2015 - U-BIX CORPORATION AND EDILBERTO B. BRAVO, Petitioners, v. VALERIE ANNE H. HOLLERO, Respondent.

  • G.R. No. 198096, July 08, 2015 - CENTENNIAL TRANSMARINE, INC. AND/OR MR. EDUARDO R. JABLA, CENTENNIAL MARITIME SERVICES & MTV BONNIE SMITHWICK, Petitioners, v. PASTOR M. QUIAMBAO, Respondent.

  • A.M. No. SCC-13-18-J (Formerly A.M. OCA IPI No. 11-36-SCC), July 01, 2015 - BAGUAN M. MAMISCAL, Complainant, v. CLERK OF COURT MACALINOG S. ABDULLAH, SHARI'A CIRCUIT COURT, MARAWI CITY, Respondent.

  • G.R. No. 208587, July 29, 2015 - JM DOMINGUEZ AGRONOMIC COMPANY, INC., HELEN D. DAGDAGAN, PATRICK PACIS, KENNETH PACIS, AND SHIRLEY DOMINGUEZ, Petitioners, v. CECILIA LICLICAN, NORMA D. ISIP, AND PURITA DOMINGUEZ, Respondents.

  • G.R. Nos. 203054-55, July 29, 2015 - COMMISSIONER OF INTERNAL REVENUE, Petitioner, v. COURT OF TAX APPEALS AND CBK POWER COMPANY LIMITED, Respondents.

  • G.R. No. 193219, July 27, 2015 - COPY CENTRAL DIGITAL COPY SOLUTION AND/OR VIRGILIO MONTANO, Petitioners, v. MARILYN DOMRIQUE AND CARINA LEAÑO, Respondents.

  • G.R. No. 188464, July 29, 2015 - ALBERTO J. RAZA, Petitioner, v. DAIKOKU ELECTRONICS PHILS., INC. AND MAMORU ONO, Respondents.

  • G.R. No. 174185, July 22, 2015 - REPUBLIC OF THE PHILIPPINES, Petitioner, v. WILFREDO MANCAO, Respondent.

  • G.R. No. 200940, July 22, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. MARTIN NERIO, JR., Accused-Appellant.

  • G.R. No. 190998, July 20, 2015 - SPOUSES ROBERT C. PADERANGA AND JOVITA M. PADERANGA, Petitioners, v. SPOUSES PENDATUN A. BOGABONG AND NORMA P. BOGABONG; STALINGEORGE PADERANGA AND THE REGISTER OF DEEDS OF ILIGAN CITY; CIPRIANO RATUNIL; ANTONIO MIÑOZA; HEIRS OF TOMAS TAN SR., LOURDES TAN AND LIBEN GO MEDINA, Respondents.

  • G.R. No. 193034, July 20, 2015 - RODGING REYES, Petitioner, v. PEOPLE OF THE PHILIPPINES AND SALUD M. GEGATO, Respondents.

  • G.R. No. 212336, July 15, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. ARSENIO D. MISA III, Accused-Appellant.

  • G.R. No. 181381, July 20, 2015 - SECURITIES AND EXCHANGE COMMISSION, Petitioner, v. UNIVERSAL RIGHTFIELD PROPERTY HOLDINGS, INC., Respondent.

  • A.C. No. 10628, July 01, 2015 - MAXIMINO NOBLE III, Complainant, v. ATTY. ORLANDO O. AILES, Respondent.

  • G.R. No. 191258, July 08, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. VINCENT GARRIDO Y ELORDE, Accused-Appellant.

  • G.R. No. 207639, July 01, 2015 - BAHIA SHIPPING SERVICES, INC. AND/OR V-SHIP NORWAY AND/OR CYNTHIA C. MENDOZA, Petitioners, v. CARLOS L. FLORES, JR., Respondent.

  • G.R. No. 214466, July 01, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. ANTONIO BALCUEVA Y BONDOCOY, Accused-Appellant.

  • G.R. No. 194328, July 01, 2015 - STRONGHOLD INSURANCE COMPANY, INCORPORATED, Petitioner, v. INTERPACIFIC CONTAINER SERVICES AND GLORIA DEE CHONG, Respondents.

  • G.R. No. 175999, July 01, 2015 - NELSON LAI Y BILBAO, Petitioner, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 207145, July 28, 2015 - GIL G. CAWAD, MARIO BENEDICT P. GALON, DOMINGO E. LUSAYA, JEAN V. APOLINARES, MA. LUISA S. OREZCA, JULIO R. GARCIA, NESTOR M. INTIA, RUBEN C. CALIWATAN, ADOLFO Q. ROSALES, MA. LUISA NAVARRO, AND THE PHILIPPINE PUBLIC HEALTH ASSOCIATION, INC., Petitioners, v. FLORENCIO B. ABAD, IN HIS CAPACITY AS SECRETARY OF THE DEPARTMENT OF BUDGET AND MANAGEMENT (DBM); ENRIQUE T. ONA, IN HIS CAPACITY AS SECRETARY OF THE DEPARTMENT OF HEALTH (DOH); AND FRANCISCO T. DUQUE III, IN HIS CAPACITY AS CHAIRMAN OF THE CIVIL SERVICE COMMISSION (CSC), Respondents.

  • G.R. No. 193388, July 01, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. RODOLFO BOCADI Y APATAN, ACCUSED, ALBERTO BATICOLON Y RAMIREZ, Accused-Appellant.

  • G.R. No. 192173, July 29, 2015 - COMMISSIONER OF INTERNAL REVENUE, Petitioner, v. STANDARD CHARTERED BANK, Respondent.

  • A.C. No. 8313, July 14, 2015 - PILAR IBANA-ANDRADE AND CLARE SINFOROSA ANDRADE-CASILIHAN, Complainants, v. ATTY. EVA PAITA-MOYA, Respondent.

  • G.R. No. 184320, July 29, 2015 - CLARITA ESTRELLADO-MAINAR, Petitioner, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • A.M. CA-15-32-P (formerly OCA IPI No. 14-219-CA-P), July 29, 2015 - COMMITTEE ON ETHICS & SPECIAL CONCERNS, COURT OF APPEALS, MANILA, Complainant, v. MARCELO B. NAIG, UTILITY WORKER II, MAINTENANCE AND UTILITY SECTION, COURT OF APPEALS, MANILA, Respondent.

  • G.R. No. 204738, July 29, 2015 - GLENDA RODRIGUEZ-ANGAT, Petitioner, v. GOVERNMENT SERVICE INSURANCE SYSTEM, Respondent.

  • G.R. No. 200233, July 15, 2015 - LEONILA G. SANTIAGO, Petitioner, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 206423, July 01, 2015 - LEONCIO ALANGDEO, ARTHUR VERCELES, AND DANNY VERGARA, Petitioners, v. THE CITY MAYOR OF BAGUIO, HON. BRAULIO D. YARANON (TO BE SUBSTITUTED BY INCUMBENT CITY MAYOR, HON. MAURICIO DOMOGAN), JEOFREY MORTELA, HEAD DEMOLITION TEAM, CITY ENGINEER’S OFFICE, AND ERNESTO LARDIZABAL, Respondents.

  • G.R. No. 207575, July 15, 2015 - HEDCOR, INC., Petitioner, v. COMMISSIONER OF INTERNAL REVENUE, Respondent.

  • G.R. No. 175796, July 22, 2015 - BPI FAMILY SAVINGS BANK, INC., Petitioner, v. SPOUSES BENEDICTO & TERESITA YUJUICO, Respondents.

  • A.M. No. CA-15-53-J [Formerly OCA I.P.I. No. 15-230-CA-J], July 14, 2015 - RE: COMPLAINT DATED JANUARY 28, 2015 OF CATHERINE DAMAYO, REPRESENTED BY HER MOTHER, VENIRANDA DAMAYO, AGAINST HON. MARILYN LAGURA-YAP, ASSOCIATE JUSTICE, COURT OF APPEALS-VISAYAS, CEBU CITY, CEBU.

  • G.R. No. 162217, July 22, 2015 - HEIRS OF ARTURO GARCIA I, (IN SUBSTITUTION OF HEIRS OF MELECIO BUENO), Petitioners, v. MUNICIPALITY OF IBA, ZAMBALES, Respondent.

  • A.M. No. 2014-07-SC, July 08, 2015 - RE: REPORT OF ATTY. CARIDAD A. PABELLO, CHIEF OF OFFICE, OFFICE OF ADMINISTRATIVE SERVICES- OFFICE OF THE COURT ADMINISTRATOR (OAS-OCA), ON NEGLECT OF DUTY OF FERDINAND F. ANDRES, HUMAN RESOURCE MANAGEMENT OFFICER III, REGIONAL TRIAL COURT (RTC)-PERSONNEL DIVISION, OAS-OCA, THE PROCESSOR-IN-CHARGE OF APPOINTMENT AND THE ALLEGED ERRONEOUS RECORDING, ERASURE, AND ALTERATION OF THE PERFORMANCE RATING ON THE RECORD BOOK.

  • G.R. No. 210861, July 29, 2015 - CENTRAL BICOL STATE UNIVERSITY OF AGRICULTURE, REPRESENTED BY ITS PRESIDENT, ATTY. MARIO T. BERNALES, Petitioner, v. PROVINCE OF CAMARINES SUR, REPRESENTED BY GOVERNOR LUIS RAYMUND F. VILLAFUERTE, JR. AND GAWAD KALINGA FOUNDATION, INC. REPRESENTED BY ITSEXECUTIVE DIRECTOR, JOSE LUIS OQUIÑENA,* AND ITS CAMARINES SUR CHAPTER HEAD, HARRY AZANA, Respondent.

  • G.R. No. 195196, July 13, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. ESTANLY OCTA Y BAS, Accused-Appellant.

  • G.R. No. 215764, July 06, 2015 - RICHARD K. TOM, Petitioner, v. SAMUEL N. RODRIGUEZ, Respondent.

  • G.R. No. 196864, July 08, 2015 - SPOUSES VICTOR P. DULNUAN AND JACQUELINE P. DULNUAN, Petitioners, v. METROPOLITAN BANK & TRUST COMPANY, Respondent.

  • G.R. No. 206970, July 29, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. ANTONIO EDAÑO AND NESTOR EDAÑO, ACCUSED, ANTONIO EDAÑO, Accused-Appellant.

  • G.R. No. 192463, July 13, 2015 - OMAIRA LOMONDOT AND SARIPA LOMONDOT, Petitioners, v. HON. RASAD G. BALINDONG, PRESIDING JUDGE, SHARI'A DISTRICT COURT, 4TH SHARI'A JUDICIAL DISTRICT, MARAWI CITY, LANAO DEL SUR AND AMBOG PANGANDAMUN AND SIMBANATAO DIACA, Respondents.

  • G.R. No. 204089, July 29, 2015 - GRACE BORGOÑA INSIGNE, DIOSDADO BORGOÑA, OSBOURNE BORGOÑA, IMELDA BORGOÑA RIVERA, AND ARISTOTLE BORGOÑA, Petitioners, v. ABRA VALLEY COLLEGES, INC. AND FRANCIS BORGOÑA, Respondents.

  • G.R. No. 207098, July 08, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. NONIETO GERSAMIO, Accused-Appellant.

  • G.R. No. 212929, July 29, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. ENRIQUE GALVEZ, Accused-Appellant.

  • G.R. No. 191894, July 15, 2015 - DANILO A. DUNCANO, Petitioner, v. HON. SANDIGANBAYAN (2ND DIVISION), AND HON. OFFICE OF THE SPECIAL PROSECUTOR, Respondents.

  • G.R. Nos. 163356-57, July 01, 2015 - JOSE A. BERNAS, CECILE H. CHENG, VICTOR AFRICA, JESUS B. MARAMARA, JOSE T. FRONDOSO, IGNACIO T. MACROHON, JR., AND PAULINO T. LIM, ACTING IN THEIR CAPACITY AS INDIVIDUAL DIRECTORS OF MAKATI SPORTS CLUB, INC., AND ON BEHALF OF THE BOARD OF DIRECTORS OF MAKATI SPORTS CLUB, Petitioners, v. JOVENCIO F. CINCO, VICENTE R. AYLLON, RICARDO G. LIBREA, SAMUEL L. ESGUERRA, ROLANDO P. DELA CUESTA, RUBEN L. TORRES, ALEX Y. PARDO, MA. CRISTINA SIM, ROGER T. AGUILING, JOSE B. QUIMSON, CELESTINO L. ANG, ELISEO V. VILLAMOR, FELIPE L. GOZON, CLAUDIO B. ALTURA, ROGELIO G. VILLAROSA, MANUEL R. SANTIAGO, BENJAMIN A. CARANDANG, REGINA DE LEON-HERLIHY, CARLOS Y. RAMOS, JR., ALEJANDRO Z. BARIN, EFRENILO M. CAYANGA AND JOHN DOES, Respondents.; G.R. NOS. 163368-69 - JOVENCIO F. CINCO, RICARDO G. LIBREA AND ALEX Y. PARDO, Petitioners, v. JOSE A. BERNAS, CECILE H. CHENG AND IGNACIO A. MACROHON, Respondents.

  • A.M. No. RTJ-15-2422 [Formerly OCA I.P.I. No. 13-4129-RTJ], July 20, 2015 - FLOR GILBUENA RIVERA, Complainant, v. HON. LEANDRO C. CATALO, PRESIDING JUDGE, REGIONAL TRIAL COURT, BRANCH 256, MUNTINLUPA CITY, Respondent.

  • G.R. No. 204117, July 01, 2015 - CHINA BANKING CORPORATION, Petitioner, v. CITY TREASURER OF MANILA, Respondent.

  • A.M. No. P-15-3347 [Formerly OCA IPI No. 13-4067-P], July 29, 2015 - AMADEL C. ABOS, Complainant, v. SALVADOR A. BORROMEO IV, CLERK III, REGIONAL TRIAL COURT, BR. 45, SAN JOSE, OCCIDENTAL MINDORO, Respondent.

  • G.R. No. 200558, July 01, 2015 - CONSUELO V. PANGASINAN AND ANNABELLA V. BORROMEO, Petitioners, v. CRISTINA DISONGLO-ALMAZORA, RENILDA ALMAZORA-CASUBUAN, RODOLFO CASUBUAN, SUSANA ALMAZORA-MENDIOLA, CARLOS MENDIOLA, CECILIO ALMAZORA AND NEN1TA ALMAZORA, Respondents.

  • G.R. No. 192024, July 01, 2015 - FORTUNE TOBACCO ORPORATION, Petitioner, v. COMMISSIONER OF INTERNAL REVENUE, Respondent.

  • G.R. No. 195166, July 08, 2015 - SPOUSES SALVADOR ABELLA AND ALMA ABELLA, Petitioners, v. SPOUSES ROMEO ABELLA AND ANNIE ABELLA, Respondents.

  • G.R. No. 213104, July 29, 2015 - PEOPLE OF THE PHILIPPINES, Petitioner, v. PO1 CYRIL A. DE GRACIA, Respondent.

  • G.R. No. 196853, July 13, 2015 - ROBERT CHUA, Petitioner, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 211882, July 29, 2015 - ELBURG SHIPMANAGEMENT PHILS., INC., ENTERPRISE SHIPPING AGENCY SRL AND/OR EVANGELINE RACHO, Petitioners, v. ERNESTO S. QUIOGUE, JR., Respondent.

  • G.R. No. 212025, July 01, 2015 - EXCELLENT QUALITY APPAREL, INC., Petitioner, v. VISAYAN SURETY & INSURANCE CORPORATION, AND FAR EASTERN SURETY & INSURANCE CO., INC., Respondents.

  • G.R. No. 198436, July 08, 2015 - PIONEER INSURANCE SURETY CORPORATION, Petitioner, v. MORNING STAR TRAVEL & TOURS, INC., ESTELITA CO WONG, BENNY H. WONG, ARSENIO CHUA, SONNY CHUA, AND WONG YAN TAK, Respondents.

  • G.R. No. 187491, July 08, 2015 - FAR EAST BANK AND TRUST COMPANY, Petitioner, v. LILIA S. CHUA, Respondent.

  • G.R. No. 209822, July 08, 2015 - DIONISIO DACLES,* Petitioner, v. MILLENIUM ERECTORS CORPORATION AND/OR RAGAS TIU, Respondents.

  • G.R. No. 163362, July 08, 2015 - ALEJANDRA ARADO HEIRS: JESUSA ARADO, VICTORIANO ALCORIZA, PEDRO ARADO, HEIRS: JUDITHO ARADO, JENNIFER ARADO, BOBBIE ZITO ARADO, SHIRLY ABAD, ANTONIETA ARADO, NELSON SOMOZA, JUVENIL ARADO, NICETAS VENTULA, AND NILA ARADO, PEDRO ARADO, TOMASA V. ARADO, Petitioners, v. ANACLETO ALCORAN AND ELENETTE SUNJACO, Respondents.

  • G.R. No. 202262, July 08, 2015 - JOSE C. GO, GOTESCO PROPERTIES, INC., GO TONG ELECTRICAL SUPPLY, INC., EVER EMPORIUM, INC., EVER GOTESCO RESOURCES AND HOLDINGS, INC., GOTESCO TYAN MING DEVELOPMENT, INC., EVERCREST CEBU GOLF CLUB, NASUGBU RESORTS, INC., GMCC UNITED DEVELOPMENT CORPORATION, AND GULOD RESORT, INC., Petitioners, v. BANGKO SENTRAL NG PILIPINAS, AND REGISTER OF DEEDS OF NASUGBU BATANGAS, Respondents.

  • G.R. No. 156022, July 06, 2015 - AURELLANO AGNES, EDUARDO AGNES, ESPIRITU AGNES, ESTELLA AGNES, PANTALEON AGNES, FILOTEO APUEN, IMELDA APUEN, MOISES APUEN, ROGELIO APUEN, GONZALO AUSTRIA, JAVIER AUSTRIA, BONIFACIO EGUIA, LYDIA EGUIA, MANUEL GABARDA, SR., MELECIO GARCIA, CRISTOBAL LOQUIB, MARIA LOQUIB, MATERNO LOQUIB, GEORGE MACANAS, MODESTO MANLEBTEN, JUANITO AUSTRIA, CONCHITA BERNAL, AURELIO BERNAL, PABLITO BOGANTE, FELICIANO CANTON, ALFREDO CANETE, CECILIA CANETE, CHERRY DE MESA, ROBERTO NOVERO, PERLITO PABIA, RODRIGO SABROSO, JUAN TALORDA, AND RAFAELA TRADIO, Petitioners, v. REPUBLIC OF THE PHILIPPINES, Respondent.

  • G.R. No. 209786, July 06, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. JERRY C. PALOTES, Accused-Appellant.

  • G.R. No. 196461, July 15, 2015 - WARLITO C. VICENTE, Petitioner, v. ACIL CORPORATION, Respondent.

  • G.R. No. 203961, July 29, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. RODERICK LICAYAN, ROBERTO LARA AND ROGELIO "NOEL" DELOS REYES, Accused-Appellants.

  • G.R. No. 215555, July 29, 2015 - CENTRAL AZUCARERA DE BAIS, INC. AND ANTONIO STEVEN L. CHAN, Petitioners, v. JANET T. SIASON, Respondent.

  • G.R. No. 183681, July 27, 2015 - SPO2 ROLANDO JAMACA, Petitioner, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 205575, July 22, 2015 - VISAYAN ELECTRIC COMPANY EMPLOYEES UNION-ALU-TUCP AND CASMERO MAHILUM, Petitioners, v. VISAYAN ELECTRIC COMPANY, INC. (VECO), Respondent.

  • G.R. No. 201892, July 22, 2015 - NORLINDA S. MARILAG, Petitioner, v. MARCELINO B. MARTINEZ, Respondent.

  • G.R. No. 205926, July 22, 2015 - ALVIN COMERCIANTE Y GONZALES, Petitioner, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 211972, July 22, 2015 - WILSON GO AND PETER GO, Petitioners, v. THE ESTATE OF THE LATE FELISA TAMIO DE BUENAVENTURA, REPRESENTED BY RESURRECCION A. BIHIS, RHEA A. BIHIS, AND REGINA A. BIHIS; AND RESURRECCION A. BIHIS, RHEA A. BIHIS AND REGINA A. BIHIS, M THEIR PERSONAL CAPACITIES, Respondents.; G.R. No. 212045 - BELLA A. GUERRERO, DELFIN A. GUERRERO, JR. AND LESTER ALVIN A. GUERRERO, Petitioners, v. THE ESTATE OF THE LATE FELISA TAMIO DE BUENAVENTURA, HEREIN REPRESENTED BY RESURRECION A. BIHIS, RHEA A. BIHIS AND REGINA A. BIHIS, AND RESURRECION A. BIHIS, RHEA A. BIHIS AND REGINA A. BIHIS, IN THEIR PERSONAL CAPACITIES, Respondents.

  • G.R. No. 212865, July 15, 2015 - HORACIO SALVADOR, Petitioner, v. LISA CHUA, Respondent.

  • G.R. No. 207843, July 15, 2015 - COMMISSIONER OF INTERNAL REVENUE, Petitioner, v. COURT OF TAX APPEALS (SECOND DIVISION) AND PETRON CORPORATION,* Respondents.

  • G.R. No. 182814, July 15, 2015 - LIGAYA MENDOZA AND ADELIA MENDOZA, Petitioners, v. THE HONORABLE COURT OF APPEALS (EIGHT DIVISION), HONORABLE JUDGE LIBERATO C. CORTEZ AND BANGKO KABAYAN (FORMERLY IBAAN RURAL BANK, INC., Respondents.

  • G.R. No. 205228, July 15, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff and Appellee, v. ROLLY ADRIANO Y SAMSON, LEAN ADRIANO @ DENDEN, ABBA SANTIAGO Y ADRIANO, JOHN DOE AND PETER DOE, ACCUSED, ROLLY ADRIANO Y SAMSON, Accused-Appellant.

  • G.R. No. 208928, July 08, 2015 - ANDY ANG, Petitioner, v. SEVERINO PACUNIO, TERESITA P. TORRALBA, SUSANA LOBERANES, CHRISTOPHER N. PACUNIO, AND PEDRITO P. AZARCON, REPRESENTED BY THEIR ATTORNEY-IN-FACT, GALILEO P. TORRALBA, Respondents.

  • G.R. No. 202632, July 08, 2015 - ROBERTO STA. ANA DY, JOSE ALAINEO DY, AND ALTEZA A. DY FOR THEMSELVES AND AS HEIRS/SUBSTITUTES OF DECEASED-PETITIONER CHLOE ALINDOGAN DY, Petitioners, v. BONIFACIO A. YU, SUSANA A. TAN, AND SOLEDAD ARQUILLA SUBSTITUTING DECEASED-RESPONDENT ROSARIO ARQUILLA, Respondents.

  • G.R. No. 169158, July 01, 2015 - PENTAGON INTERNATIONAL SHIPPING SERVICES, INC., Petitioner, v. THE COURT OF APPEALS, FILOMENO V. MADRIO, LUISITO G. RUBIANO, JDA INTER-PHIL. MARITIME SERVICES CORPORATION, Respondents.

  • A.C. No. 10662 [Formerly CBD Case No. 10-2654], July 07, 2015 - JUN B. LUNA, Complainant, v. ATTY. DWIGHT M. GALARRITA, Respondent.

  • G.R. No. 209464, July 01, 2015 - DANDY L. DUNGO AND GREGORIO A. SIBAL, JR., Petitioners, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 160033, July 01, 2015 - TAGAYTAY REALTY CO., INC., Petitioner, v. ARTURO G. GACUTAN, Respondent.

  • G.R. No. 175733, July 08, 2015 - WESTMONT BANK (NOW UNITED OVERSEAS BANK PHILS.*) Petitioner, v. FUNAI PHILIPPINES CORPORATION, SPOUSES ANTONIO AND SYLVIA YUTINGCO, PANAMAX CORPORATION, PEPITO ONG NGO, RICHARD N. YU, AIMEE R. ALBA, ANNABELLE BAESA, NENITA RESANE, AND MARIA ORTIZ, Respondents.; G.R. No. 180162 - CARMELO V. CACHERO, Petitioner, v. UNITED OVERSEAS BANK PHILS. AND/OR WESTMONT BANK, Respondents.

  • G.R. No. 212049, July 15, 2015 - MAGSAYSAY MARITIME CORPORATION, PRINCESS CRUISE LINES, MARLON R. ROÑO AND "STAR PRINCESS," Petitioners, v. ROMEO V. PANOGALINOG, Respondent.

  • G.R. No. 155580, July 01, 2015 - ROMEO T. CALUZOR, Petitioner, v. DEOGRACIAS LLANILLO AND THE HEIRS OF THE LATE LORENZO LLANILLO, AND MOLDEX REALTY CORPORTATION, Respondents.

  • G.R. No. 197127, July 15, 2015 - NOEL L. ONG, OMAR ANTHONY L. ONG, AND NORMAN L. ONG, Petitioners, v. NICOLASA O. IMPERIAL, DARIO R. ECHALUCE, ROEL I. ROBELO, SERAFIN R. ROBELO, EFREN R. ROBELO, RONILO S. AGNO, LORENA ROBELO, ROMEO O. IMPERIAL, NANILON IMPERIAL CORTEZ, JOVEN IMPERIAL CORTEZ, AND RODELIO O. IMPERIAL, Respondents.

  • G.R. No. 159271, July 13, 2015 - SPOUSES BENITO BAYSA AND VICTORIA BAYSA, Petitioners, v. SPOUSES FIDEL PLANTILLA AND SUSAN PLANTILLA, REGISTER OF DEEDS OF QUEZON CITY, AND THE SHERIFF OF QUEZON CITY, Respondents.

  • G.R. No. 181426, July 13, 2015 - GAMES AND GARMENTS DEVELOPERS, INC., Petitioner, v. ALLIED BANKING CORPORATION, Respondent.

  • G.R. No. 167510, July 08, 2015 - ALVIN MERCADO, Petitioner, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 160206, July 15, 2015 - M/V "DON MARTIN" VOY 047 AND ITS CARGOES OF 6,500 SACKS OF IMPORTED RICE, PALACIO SHIPPING, INC., AND LEOPOLDO "JUNIOR" PAMULAKLAKIN, Petitioners, v. HON. SECRETARY OF FINANCE, BUREAU OF CUSTOMS, AND THE DISTRICT COLLECTOR OF CAGAYAN DE ORO CITY, Respondents.

  • G.R. No. 159271, July 13, 2015 - SPOUSES BENITO BAYSA AND VICTORIA BAYSA, Petitioners, v. SPOUSES FIDEL PLANTILLA AND SUSAN PLANTILLA, REGISTER OF DEEDS OF QUEZON CITY, AND THE SHERIFF OF QUEZON CITY, Respondents.

  • G.R. No. 181426, July 13, 2015 - GAMES AND GARMENTS DEVELOPERS, INC., Petitioner, v. ALLIED BANKING CORPORATION, Respondent.

  • G.R. No. 160206, July 15, 2015 - M/V "DON MARTIN" VOY 047 AND ITS CARGOES OF 6,500 SACKS OF IMPORTED RICE, PALACIO SHIPPING, INC., AND LEOPOLDO "JUNIOR" PAMULAKLAKIN, Petitioners, v. HON. SECRETARY OF FINANCE, BUREAU OF CUSTOMS, AND THE DISTRICT COLLECTOR OF CAGAYAN DE ORO CITY, Respondents.

  • G.R. No. 167510, July 08, 2015 - ALVIN MERCADO, Petitioner, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 172980, July 22, 2015 - CELSO F. PASCUAL, SR. AND SERAFIN TERENCIO, Petitioners, v. CANIOGAN CREDIT AND DEVELOPMENT COOPERATIVE, REPRESENTED BY ITS CHAIRMAN OF THE BOARD, JOSE ANTONIO R. LEE, ATTY. VENANCIO C. REYES, JR., AND NESTOR P. TINIO, Respondents.

  • G.R. No. 203928, July 22, 2015 - CE CASECNAN WATER AND ENERGY COMPANY, INC., Petitioner, v. COMMISSIONER OF INTERNAL REVENUE, Respondent.

  • G.R. No. 205681, July 01, 2015 - JANET CARBONELL, Petitioner, v. JULITA A. CARBONELL-MENDES, REPRESENTED BY HER BROTHER AND ATTORNEY-IN-FACT, VIRGILIO A. CARBONELL, Respondent.

  • G.R. No. 208686, July 01, 2015 - PEOPLE OF THE PHILIPPINES, Appellee, v. ALELIE TOLENTINO A.K.A. "ALELIE TOLENTINO Y HERNANDEZ," Appellant.

  • G. R. No. 209845, July 01, 2015 - MELCHOR G. MADERAZO AND DIONESIO R. VERUEN, JR., Petitioners, v. PEOPLE OF THE PHILIPPINES AND SANDIGANBAYAN, Respondents.

  • G.R. No. 210341, July 01, 2015 - REPUBLIC OF THE PHILIPPINES, Petitioner, v. JOSEFINO O. ALORA AND OSCAR O. ALORA, Respondent.

  • A.M. No. P-14-3182, July 01, 2015 - ATTY. AURORA P. SANGLAY, Complainant, v. EDUARDO E. PADUA II, SHERIFF IV, REGIONAL TRIAL COURT, BRANCH 29, SAN FERNANDO CITY, LA UNION, Respondent.

  • A.M. No. P-12-3101, July 01, 2015 - OFFICE OF THE COURT ADMINISTRATOR, Complainant, v. BEATRIZ E. LIZONDRA, COURT INTERPRETER II AND OFFICER-IN-CHARGE, CLERK OF COURT, MUNICIPAL TRIAL COURT IN CITIES, TABUK CITY, KALINGA, Respondent.

  • G.R. No. 181517, July 06, 2015 - GREEN STAR EXPRESS, INC. AND FRUTO SAYSON, JR., Petitioners, v. NISSIN-UNIVERSAL ROBINA CORPORATION, Respondent.

  • G.R. No. 190134, July 08, 2015 - SPOUSES ROGELIO AND SHIRLEY T. LIM, AGUSAN INSTITUTE OF TECHNOLOGY, REPRESENTED BY DR. SHIRLEY T. LIM, PRESIDENT AND AS ATTORNEY-IN-FACT OF FELIX A. CUENCA, MARY ANN M. MALOLOT, AND REY ADONIS M. MEJORADA, Petitioners, v. HONORABLE COURT OF APPELAS, TWENTY-SECOND DIVISION, CAGAYAN DE ORO CITY, MINDANAO STATION; SHERIFF ARCHIBALD C. VERGA, AND HIS DEPUTIES, REGIONAL TRIAL COURT, BRANCH 33, HALL OF JUSTICE, LIBERTAD, BUTUAN CITY; AND FIRST CONSOLIDATED BANK, Respondent.

  • G.R. NO. 193058, July 08, 2015 - EDGAR C. NUQUE, Petitioner, v. FIDEL AQUINO AND SPOUSES ALEJANDRO AND ERLINDA BABINA, Respondent.

  • A.C. No. 10687, July 22, 2015 - MABINI COLLEGES, INC. REPRESENTED BY MARCEL N. LUKBAN, ALBERTO I. GARCIA, JR., AND MA. PAMELA ROSSANA A. APUYA, Complainant, v. ATTY. JOSE D. PAJARILLO, Respondent.

  • G.R. No. 187631, July 08, 2015 - BATANGAS CITY, MARIA TERESA GERON, IN HER CAPACITY AS CITY TREASURER OF BATANGAS CITY AND TEODULFO A. DEGUITO, IN HIS CAPACITY AS CITY LEGAL OFFICER OF BATANGAS CITY, Petitioners, v. PILIPINAS SHELL PETROLEUM CORPORATION, Respondent.

  • G.R. No. 212194, July 06, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. ROD FAMUDULAN Y FEDELIN, Accused-Appellant.

  • G.R. No. 212205, July 06, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. OBALDO BANDRIL Y TABLING, Accused-Appellant.

  • G.R. No. 216691, July 21, 2015 - MARIA ANGELA S. GARCIA, Petitioner, v. COMMISSION ON ELECTIONS AND JOSE ALEJANDRE P. PAYUMO III, Respondent.

  • A.C. No. 10207, July 21, 2015 - RE: DECISION DATED 17 MARCH 2011 IN CRIMINAL CASE NO. SB-28361 ENTITLED "PEOPLE OF THE PHILIPPINES, Petitioner, v. JOSELITO C. BARROZO" FORMER ASSISTANT PROSECUTOR JOSELITO C. BARROZO, Respondent.

  • G.R. No. 201110, July 06, 2015 - PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, v. JEFFREY VICTORIA Y CRISTOBAL, Accused-Appellant.

  • G.R. No. 183735, July 06, 2015 - SEGIFREDO T. VILCHEZ, Petitioner, v. FREE PORT SERVICE CORPORATION AND ATTY. ROEL JOHN T. KABIGTING, PRESIDENT, Respondent.

  • G.R. No. 200670, July 06, 2015 - CLARK INVESTORS AND LOCATORS ASSOCIATION, INC., Petitioner, v. SECRETARY OF FINANCE AND COMMISSIONER OF INTERNAL REVENUE, Respondents.

  • G.R. No. 197731, July 06, 2015 - HERMIE OLARTE Y TARUG, AND RUBEN OLAVARIO Y MAUNAO, Petitioners, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 208792, July 22, 2015 - BANK OF THE PHILIPPINE ISLANDS, Petitioner, v. SPOUSES ROBERTO AND TERESITA GENUINO, Respondents.

  • A.C. No. 10187 [Formerly CBD Case No. 11-3053], July 22, 2015 - CELINA F. ANDRADA, Complainant, v. ATTY. RODRIGO CERA, Respondent.

  • G.R. No. 207435, July 01, 2015 - NORMA EDITA R. DY SUN-ONG, Petitioner, v. JOSE VICTORY R. DY SUN, Respondent.

  • A.M. No. RTJ-15-2417 [Formerly known as OCA IPI No. 10-3466-RTJ], July 22, 2015 - ELADIO D. PERFECTO, Complainant, v. JUDGE ALMA CONSUELO D. ESIDERA, Respondent.

  • G.R. No. 171247, July 22, 2015 - ALFREDO L. VILLAMOR, JR., Petitioner, v. HON. AMELIA C. MANALASTAS, PRESIDING JUDGE, RTC-PASIG CITY, BRANCH 268, AND LEONARDO S. UMALE [DECEASED] SUBSTITUTED BY HIS SPOUSE, CLARISSA VICTORIA UMALE, Respondents.

  • A.M. No. P-14-3257, July 22, 2015 - OFFICE OF THE COURT ADMINISTRATOR, Complainant, v. JOSE V. MENDOZA, CLERK OF COURT II, MUNICIPAL TRIAL COURT, GASAN, MARINDUQUE, Respondent.

  • G.R. No. 200773, July 08, 2015 - REPUBLIC OF THE PHILIPPINES, Petitioner, v. ANGELINE L. DAYAOEN, AGUST1NA TAUEL, AND LAWANA T. BATCAGAN, Respondent.

  • G.R. No. 211535, July 22, 2015 - BANK OF COMMERCE, Petitioner, v. MARILYN P. NITE, Respondent.

  • G.R. No. 192099, July 08, 2015 - PAULINO M. EJERCITO, JESSIE M. EJERCITO AND JOHNNY D. CHANG, Petitioners, v. ORIENTAL ASSURANCE CORPORATION, Respondent.

  • G.R. No. 186322, July 08, 2015 - ENRICO S. EULOGIO AND NATIVIDAD V. EULOGIO, Petitioners, v. PATERNO C. BELL, SR., ROGELIA CALINGASAN-BELL, PATERNO WILLIAM BELL, JR., FLORENCE FELICIA VICTORIA BELL, PATERNO FERDINAND BELL III, AND PATERNO BENERAÑO BELL IV, Respondents.

  • G.R. Nos. 209353-54, July 06, 2015 - REPUBLIC OF THE PHILIPPINES, REP. BY THE COMMISSIONER OF CUSTOMS, Petitioner, v. PHILIPPINE AIRLINES, INC. (PAL), Respondent.; G.R. Nos. 211733-34 - COMMISSIONER OF INTERNAL REVENUE, Petitioner, v. PHILIPPINE AIRLINES, INC. (PAL), Respondent.

  • A.M. No. MTJ-14-1839, July 22, 2015 - ATTY. LUCITA E. MARCELO, Complainant, v. JUDGE PELAGIA J. DALMACIO-JOAQUIN, PRESIDING JUDGE, MUNICIPAL TRIAL COURT IN CITIES, BRANCH 1, SAN JOSE DEL MONTE, BULACAN, Respondent.

  • G.R. No. 189262, July 06, 2015 - GBMLT MANPOWER SERVICES, INC., Petitioner, v. MA. VICTORIA H. MALINAO, Respondent.

  • G.R. No. 207286, July 29, 2015 - DELA ROSA LINER, INC. AND/OR ROSAURO DELA ROSA, SR. AND NORA DELA ROSA, Petitioners, v. CALIXTO B. BORELA AND ESTELO A. AMARILLE, Respondents.

  • G.R. No. 167679, July 22, 2015 - ING BANK N.V., ENGAGED IN BANKING OPERATIONS IN THE PHILIPPINES AS ING BANK N.V. MANILA BRANCH, Petitioner, v. COMMISSIONER OF INTERNAL REVENUE, Respondent.

  • G.R. No. 210929, July 29, 2015 - REPUBLIC OF THE PHILIPPINES, Petitioner, v. EDNA ORCELINO-VILLANUEVA, Respondent.

  • G.R. No. 190983, July 29, 2015 - SURENDRA GOBINDRAM DASWANI, Petitioner, v. BANCO DE ORO UNIVERSAL BANK AND REGISTER OF DEEDS OF MAKATI CITY, Respondent.

  • G.R. No. 185224, July 29, 2015 - AMELIA CARMELA CONSTANTINO ZOLETA, Petitioner, v. THE HONORABLE SANDIGANBAYAN [FOURTH DIVISION] AND PEOPLE OF THE PHILIPPINES, Respondents.

  • G.R. No. 188698, July 22, 2015 - PEOPLE OF THE PHILIPPINES, Appellee, v. SONIA BERNEL NUARIN, Appellant.

  • G.R. No. 186305, July 22, 2015 - V-GENT, INC., Petitioner, v. MORNING STAR TRAVEL AND TOURS, INC., Respondent.

  • A.M. No. P-15-3304 (Formerly: OCA I.P.I No. 11-3670-P), July 01, 2015 - MELQUIADES A. ROBLES, Complainant, v. 1) CLERK OF COURT V DUKE THADDEUS R. MAOG, REGIONAL TRIAL COURT, BRANCH 155, PASIG CITY, 2) SHERIFF IV DOMINGO R. GARCIA, JR., REGIONAL TRIAL COURT, BRANCH 157, PASIG CITY., Respondents.

  • G.R. No. 172983, July 22, 2015 - FAR EAST BANK AND TRUST COMPANY, Petitioner, v. PHILIPPINE DEPOSIT INSURANCE CORPORATION, Respondent.

  • G.R. No. 175188, July 15, 2015 - COMMISSIONER OF INTERNAL REVENUE, Petitioner, v. LA TONDEÑA DISTILLERS, INC. (LTDI [NOW GINEBRA SAN MIGUEL], Respondent.

  • G.R. No. 209137, July 01, 2015 - EDUARDO CELEDONIO, Petitioner, v. PEOPLE OF THE PHILIPPINES, Respondent.

  • G.R. No. 210412, July 29, 2015 - REPUBLIC OF THE PHILIPPINES, Petitioner, v. KAMRAN F. KARBASI, Respondent.

  • G.R. No. 210646, July 29, 2015 - COMMISSIONER OF INTERNAL REVENUE, Petitioner, v. AIR LIQUIDE PHILIPPINES, INC., Respondent.

  • G.R. No. 207791, July 15, 2015 - THE CITY OF DAVAO, REPRESENTED BY THE CITY TREASURER OF DAVAO CITY, Petitioner, v. THE INTESTATE ESTATE OF AMADO S. DALISAY, REPRESENTED BY SPECIAL ADMINISTRATOR ATTY. NICASIO B. PADERNA, Respondent.

  •  





     
     

    G.R. Nos. 163356-57, July 01, 2015 - JOSE A. BERNAS, CECILE H. CHENG, VICTOR AFRICA, JESUS B. MARAMARA, JOSE T. FRONDOSO, IGNACIO T. MACROHON, JR., AND PAULINO T. LIM, ACTING IN THEIR CAPACITY AS INDIVIDUAL DIRECTORS OF MAKATI SPORTS CLUB, INC., AND ON BEHALF OF THE BOARD OF DIRECTORS OF MAKATI SPORTS CLUB, Petitioners, v. JOVENCIO F. CINCO, VICENTE R. AYLLON, RICARDO G. LIBREA, SAMUEL L. ESGUERRA, ROLANDO P. DELA CUESTA, RUBEN L. TORRES, ALEX Y. PARDO, MA. CRISTINA SIM, ROGER T. AGUILING, JOSE B. QUIMSON, CELESTINO L. ANG, ELISEO V. VILLAMOR, FELIPE L. GOZON, CLAUDIO B. ALTURA, ROGELIO G. VILLAROSA, MANUEL R. SANTIAGO, BENJAMIN A. CARANDANG, REGINA DE LEON-HERLIHY, CARLOS Y. RAMOS, JR., ALEJANDRO Z. BARIN, EFRENILO M. CAYANGA AND JOHN DOES, Respondents.; G.R. NOS. 163368-69 - JOVENCIO F. CINCO, RICARDO G. LIBREA AND ALEX Y. PARDO, Petitioners, v. JOSE A. BERNAS, CECILE H. CHENG AND IGNACIO A. MACROHON, Respondents.

      G.R. Nos. 163356-57, July 01, 2015 - JOSE A. BERNAS, CECILE H. CHENG, VICTOR AFRICA, JESUS B. MARAMARA, JOSE T. FRONDOSO, IGNACIO T. MACROHON, JR., AND PAULINO T. LIM, ACTING IN THEIR CAPACITY AS INDIVIDUAL DIRECTORS OF MAKATI SPORTS CLUB, INC., AND ON BEHALF OF THE BOARD OF DIRECTORS OF MAKATI SPORTS CLUB, Petitioners, v. JOVENCIO F. CINCO, VICENTE R. AYLLON, RICARDO G. LIBREA, SAMUEL L. ESGUERRA, ROLANDO P. DELA CUESTA, RUBEN L. TORRES, ALEX Y. PARDO, MA. CRISTINA SIM, ROGER T. AGUILING, JOSE B. QUIMSON, CELESTINO L. ANG, ELISEO V. VILLAMOR, FELIPE L. GOZON, CLAUDIO B. ALTURA, ROGELIO G. VILLAROSA, MANUEL R. SANTIAGO, BENJAMIN A. CARANDANG, REGINA DE LEON-HERLIHY, CARLOS Y. RAMOS, JR., ALEJANDRO Z. BARIN, EFRENILO M. CAYANGA AND JOHN DOES, Respondents.; G.R. NOS. 163368-69 - JOVENCIO F. CINCO, RICARDO G. LIBREA AND ALEX Y. PARDO, Petitioners, v. JOSE A. BERNAS, CECILE H. CHENG AND IGNACIO A. MACROHON, Respondents.

    PHILIPPINE SUPREME COURT DECISIONS

    FIRST DIVISION

    G.R. Nos. 163356-57, July 01, 2015

    JOSE A. BERNAS, CECILE H. CHENG, VICTOR AFRICA, JESUS B. MARAMARA, JOSE T. FRONDOSO, IGNACIO T. MACROHON, JR., AND PAULINO T. LIM, ACTING IN THEIR CAPACITY AS INDIVIDUAL DIRECTORS OF MAKATI SPORTS CLUB, INC., AND ON BEHALF OF THE BOARD OF DIRECTORS OF MAKATI SPORTS CLUB, Petitioners, v. JOVENCIO F. CINCO, VICENTE R. AYLLON, RICARDO G. LIBREA, SAMUEL L. ESGUERRA, ROLANDO P. DELA CUESTA, RUBEN L. TORRES, ALEX Y. PARDO, MA. CRISTINA SIM, ROGER T. AGUILING, JOSE B. QUIMSON, CELESTINO L. ANG, ELISEO V. VILLAMOR, FELIPE L. GOZON, CLAUDIO B. ALTURA, ROGELIO G. VILLAROSA, MANUEL R. SANTIAGO, BENJAMIN A. CARANDANG, REGINA DE LEON-HERLIHY, CARLOS Y. RAMOS, JR., ALEJANDRO Z. BARIN, EFRENILO M. CAYANGA AND JOHN DOES, Respondents.

    [G.R. NOS. 163368-69]

    JOVENCIO F. CINCO, RICARDO G. LIBREA AND ALEX Y. PARDO, Petitioners, v. JOSE A. BERNAS, CECILE H. CHENG AND IGNACIO A. MACROHON, Respondents.

    D E C I S I O N

    PEREZ, J.:

    Before us are two consolidated Petitions for Review on Certiorari1 assailing the 28 April 2003 Decision and the 27 April 2004 Resolution of the Court of Appeals in CA-G.R. SP No. 62683,2 which declared the 17 December 1997 Special Stockholders’ Meeting of the Makati Sports Club invalid for having been improperly called but affirmed the actions taken during the Annual Stockholders’ Meeting held on 20 April 1998, 19 April 1999 and 17 April 2000.  The dispositive portion of the assailed decision reads:LawlibraryofCRAlaw

    ChanRoblesVirtualawlibrary

    WHEREFORE, foregoing considered, the instant petition for review is hereby GRANTED.  The appealed Decision dated December 12, 2000 of the SEC en banc is SET ASIDE and the Decision dated April 20, 1998 of the Hearing Officer is REINSTATED and AMENDED as follows:LawlibraryofCRAlaw
    1. The supposed Special Stockholders’ Meeting of December 17, 1997 was prematurely or invalidly called by the [Cinco Group].  It therefore failed to produce any legal effects and did not effectively remove [the Bernas Group] as directors of the Makati Sports Club, Inc.;chanRoblesvirtualLawlibrary

    2. The expulsion of petitioner Jose A. Bernas as well as the public auction of his share[s] is hereby declared void and without legal effect;chanRoblesvirtualLawlibrary

    3. The ratification of the removal of [the Bernas Group] as directors, the expulsion of petitioner Bernas and the sale of his share by the defendants and  by the stockholders held in their Regular Stockholders’ Meeting held in April of 1998, 1999 and 2000, is void and produces no effects as they were not the proper party to cause the ratification;chanRoblesvirtualLawlibrary

    4. All other actions of the [Cinco Group] and stockholders taken during the Regular Stockholders’ Meetings held in April 1998, 1999 and 2000, including the election of the [Cinco Group]  as directors after the expiration of the term of office of petitioners as directors, are hereby declared valid;chanRoblesvirtualLawlibrary

    5. No awards for damages and attorney’s fees.3

    The Facts

    Makati Sports Club (MSC) is a domestic corporation duly organized and existing under Philippine laws for the primary purpose of establishing, maintaining, and providing social, cultural, recreational and athletic activities among its members.

    Petitioners in G.R. Nos. 163356-57, Jose A. Bernas (Bernas), Cecile H. Cheng, Victor Africa, Jesus Maramara, Jose T. Frondoso, Ignacio T. Macrohon and Paulino T. Lim (Bernas Group) were among the Members of the Board of Directors and Officers of the corporation whose terms were to expire either in 1998 or 1999.

    Petitioners in G.R. Nos. 163368-69 Jovencio Cinco, Ricardo Librea and Alex Y. Pardo (Cinco Group) are the members and stockholders of the corporation who were elected Members of the Board of Directors and Officers of the club during the 17 December 1997 Special Stockholders Meeting.

    The antecedent events of the meeting and its results, follow:LawlibraryofCRAlaw

    Alarmed with the rumored anomalies in handling the corporate funds, the MSC Oversight Committee (MSCOC), composed of the past presidents of the club, demanded from the Bernas Group, who were then incumbent officers of the corporation, to resign from their respective positions to pave the way for the election of new set of officers.4  Resonating this clamor were the stockholders of the corporation representing at least 100 shares who sought the assistance of the MSCOC to call for a special stockholders meeting for the purpose of removing the sitting officers and electing new ones.5 Pursuant to such request, the MSCOC called a Special Stockholders’ Meeting and sent out notices6 to all stockholders and members stating therein the time, place and purpose of the meeting.  For failure of the Bernas Group to secure an injunction before the Securities Commission (SEC), the meeting proceeded wherein Jose A. Bernas, Cecile H. Cheng, Victor Africa, Jesus Maramara, Jose T. Frondoso, Ignacio T. Macrohon, Jr. and Paulino T. Lim were removed from office and, in their place and stead, Jovencio F. Cinco, Ricardo G. Librea, Alex Y. Pardo, Roger T. Aguiling, Rogelio G. Villarosa, Armando David, Norberto Maronilla, Regina de Leon-Herlihy and Claudio B. Altura, were elected.7redarclaw

    Aggrieved by the turn of events, the Bernas Group initiated an action before the Securities Investigation and Clearing Department (SICD) of the SEC docketed as SEC Case No. 5840 seeking for the nullification of the 17 December 1997 Special Stockholders Meeting on the ground that it was improperly called. Citing Section 28 of the Corporation Code, the Bernas Group argued that the authority to call a meeting lies with the Corporate Secretary and not with the MSCOC which functions merely as an oversight body and is not vested with the power to call corporate meetings.   For being called by the persons not authorized to do so, the Bernas Group urged the SEC to declare the 17 December 1997 Special Stockholders’ Meeting, including the removal of the sitting officers and the election of new ones, be nullified.

    For their part, the Cinco Group insisted that the 17 December 1997 Special Stockholders’ Meeting is sanctioned by the Corporation Code and the MSC by-laws.  In justifying the call effected by the MSCOC, they reasoned that Section 258 of the MSC by-laws merely authorized the Corporate Secretary to issue notices of meetings and nowhere does it state that such authority solely belongs to him.  It was further asseverated by the Cinco Group that it would be useless to course the request to call a meeting thru the Corporate Secretary because he repeatedly refused to call a special stockholders’ meeting despite demands and even filed a suit to restrain the holding of a special meeting.9redarclaw

    Meanwhile, the newly elected directors initiated an investigation on the alleged anomalies in administering the corporate affairs and after finding Bernas guilty of irregularities,10 the Board resolved to expel him from the club by selling his shares at public auction.11  After the notice12 requirement was complied with, Bernas’ shares was accordingly sold for P902,000.00 to the highest bidder.

    Prior to the resolution of SEC Case No. 5840, an Annual Stockholders’ Meeting was held on 20 April 1998 pursuant to Section 8 of the MSC bylaws.13  During the said meeting, which was attended by 1,017 stockholders representing 2/3 of the outstanding shares, the majority resolved to approve, confirm and ratify, among others, the calling and holding of 17 December 1997 Special Stockholders’ Meeting, the acts and resolutions adopted therein including the removal of Bernas Group from the Board and the election of their replacements.14redarclaw

    Due to the filing of several petitions for and against the removal of the Bernas Group from the Board pending before the SEC resulting in the piling up of legal controversies involving MSC, the SEC En Banc, in its Decision15 dated 30 March 1999, resolved to supervise the holding of the 1999 Annual Stockholders’ Meeting.  During the said meeting, the stockholders once again approved, ratified and confirmed the holding of the 17 December 1997 Special Stockholders’ Meeting.

    The conduct of the 17 December 1997 Special Stockholders’ Meeting was likewise ratified by the stockholders during the 2000 Annual Stockholders’ Meeting which was held on 17 April 2000.16redarclaw

    On 9 May 2000, the SICD rendered a Decision17 in SEC Case No. 12-97-5840 finding, among others, that the 17 December 1997 Special Stockholders’ Meeting and the Annual Stockholders’ Meeting conducted on 20 April 1998 and 19 April 1999 are invalid.  The SICD likewise nullified the expulsion of Bernas from the corporation and the sale of his share at the public auction.  The dispositive portion of the said decision reads:LawlibraryofCRAlaw

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    WHEREFORE, in view of the foregoing considerations this Office, through the undersigned Hearing Officer, hereby declares as follows:LawlibraryofCRAlaw

    (1) The supposed Special Stockholders’ Meeting of December 17, 1997 was prematurely or invalidly called by the [the Cinco Group].  It therefore failed to produce any legal effects and did not effectively remove [the Bernas Group] as directors of the Makati Sports Club, Inc.

    (2) The April 20, 1998 meeting was not attended by a sufficient number of valid proxies.  No quorum could have been present at the said meeting.  No corporate business could have been validly completed and/or transacted during the said meeting.  Further, it was not called by the validly elected Corporate Secretary Victor Africa nor presided over by the validly elected president Jose A. Bernas.  Even if the April 20, 1998 meeting was valid, it could not ratify the December 17, 1997 meeting because being a void meeting, the December 17, 1997 meeting may not be ratified.

    (3) The April 1998 meeting was null and void and therefore produced no legal effect.

    (4) The April 1999 meeting has not been raised as a defense in the Answer nor assailed in a supplemental complaint.  However, it has been raised by [the Cinco Group] in a manifestation dated April 21, 1999 and in their position paper dated April 8, 2000.  Its legal effects must be the subject of this Decision in order to put an end to the controversy at hand.  In the first place, by [the Cinco Group’s] own admission, the alleged attendance at the April 1999 meeting amounted to less than 2/3 of the stockholders entitled to vote, the minimum number required to effect a removal.  No removal or ratification of a removal may be effected by less than 2/3 vote of the stockholders.  Further, it cannot ratify the December 1997 meeting for failure to adhere to the requirement of the By-laws on notice as explained in paragraph (2) above, even if it was accompanied by valid proxies, which it was not.

    (5) The [the Cinco Group], their agents, representatives and all persons acting for and conspiring on their behalf, are hereby permanently enjoined from carrying into effect the resolutions and actions adopted during the 17 December 1997 and April 20, 1998 meetings and of the Board of Directors and/or other stockholders’ meetings resulting therefrom, and from performing acts of control and management of the club.

    (6) The expulsion of complainant Jose A. Bernas as well as the public auction of his share is hereby declared void and without legal effect, as prayed for.  While it is true that [the Cinco Group] were not restrained from acting as directors during the pendency of this case, their tenure as directors prior to this Decision is in the nature of de facto directors of a de facto Board.  Only the ordinary acts of administration which [the Cinco Group] carried out de facto in good faith are valid.  Other acts, such as political acts and the expulsion or other disciplinary acts imposed on the [the Bernas Group] may not be appropriately taken by de facto officers because the legality of their tenure as directors is not complete and subject to the outcome of this case.

    (7) No awards for damages and attorney’s fees.18

    On appeal, the SEC En Banc, in its 12 December 2000 Decision19 reversed the findings of the SICD and validated the holding of the 17 December 1997 Special Stockholders’ Meeting as well as the Annual Stockholders’ Meeting held on 20 April 1998 and 19 April 1999.

    On 28 April 2003, the Court of Appeals rendered a Decision20 declaring the  17 December 1997 Special Stockholders’ Meeting invalid for being improperly called but affirmed the actions taken during the Annual Stockholders’ Meeting held on 20 April 1998, 19 April 1999 and 17 April 2000.

    In a Resolution21 dated 27 April 2004, the appellate court refused to reconsider its earlier decision.

    Aggrieved by the disquisition of the Court of Appeals, both parties elevated the case before this Court by filing their respective Petitions for Review on Certiorari.  While the Bernas Group agrees with the disquisition of the appellate court that the Special Stockholders’ Meeting is invalid for being called by the persons not authorized to do so, they urge the Court to likewise invalidate the holding of the subsequent Annual Stockholders’ Meetings invoking the application of the holdover principle.  The Cinco Group, for its part, insists that the holding of 17 December 1997 Special Stockholders’ Meeting is valid and binding underscoring the overwhelming ratification made by the stockholders during the subsequent annual stockholders’ meetings and the previous refusal of the Corporate Secretary to call a special stockholders’ meeting despite demand.  For the resolution of the Court are the following issues:LawlibraryofCRAlaw

    The Issues

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    I.

    WHETHER OR NOT THE HONORABLE COURT OF APPEALS ERRED IN RULING THAT THE 17 DECEMBER 1997 SPECIAL STOCKHOLDERS’ MEETING IS INVALID; AND

    II.

    WHETHER OR NOT THE HONORABLE COURT OF APPEALS ERRED IN FAILING TO NULLIFY THE HOLDING OF THE ANNUAL STOCKHOLDERS’ MEETING ON 20 APRIL 1998, 19 APRIL 1999 AND 17 APRIL 2000.

    The Court’s Ruling

    The Corporation Code laid down the rules on the removal of the Directors of the corporation by providing, inter alia, the persons authorized to call the meeting and the number of votes required for the purpose of removal, thus:LawlibraryofCRAlaw

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    Sec. 28. Removal of directors or trustees. - Any director or trustee of a corporation may be removed from office by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock, or if the corporation be a non-stock corporation, by a vote of at least two-thirds (2/3) of the members entitled to vote: Provided, That such removal shall take place either at a regular meeting of the corporation or at a special meeting called for the purpose, and in either case, after previous notice to stockholders or members of the corporation of the intention to propose such removal at the meeting. A special meeting of the stockholders or members of a corporation for the purpose of removal of directors or trustees, or any of them, must be called by the secretary on order of the president or on the written demand of the stockholders representing or holding at least a majority of the outstanding capital stock, or, if it be a non-stock corporation, on the written demand of a majority of the members entitled to vote. Should the secretary fail or refuse to call the special meeting upon such demand or fail or refuse to give the notice, or if there is no secretary, the call for the meeting may be addressed directly to the stockholders or members by any stockholder or member of the corporation signing the demand. Notice of the time and place of such meeting, as well as of the intention to propose such removal, must be given by publication or by written notice prescribed in this Code. Removal may be with or without cause: Provided, That removal without cause may not be used to deprive minority stockholders or members of the right of representation to which they may be entitled under Section 24 of this Code. (Emphasis supplied)

    Corollarily, the pertinent provisions of MSC by-laws which govern the manner of calling and sending of notices of the annual stockholders’ meeting and the special stockholders’ meeting provide:LawlibraryofCRAlaw

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    SEC. 8. Annual Meetings.  The annual meeting of stockholders shall be held at the Clubhouse on the third Monday of April of every year unless such day be a holiday in which case the annual meeting shall be held on the next succeeding business day.  At such meeting, the President shall render a report to the stockholders of the clubs.

    x x x x

    SEC. 10. Special Meetings.  Special meetings of stockholders shall be held at the Clubhouse when called by the President or by the Board of Directors or upon written request of the stockholders representing not less than one hundred (100) shares.  Only matters specified in the notice and call will be taken up at special meetings.

    x x x x

    SEC. 25. Secretary.     The Secretary shall keep the stock and transfer book and the corporate seal, which he shall stamp on all documents requiring such seal, fill and sign together with the President, all the certificates of stocks issued, give or caused to be given all notices required by law of these By-laws as well as notices of all meeting of the Board and of the stockholders; shall certify as to quorum at meetings; shall approve and sign all correspondence pertaining to the Office of the Secretary; shall keep the minutes of all meetings of the stockholders, the Board of Directors and of all committees in a book or books kept for that purpose; and shall be acting President in the absence of the President and Vice-:President. The Secretary must be a citizen and a resident of the Philippines.  The Secretary shall keep a record of all the addresses and telephone numbers of all stockholders. 22

    Textually, only the President and the Board of Directors are authorized by the by-laws to call a special meeting.  In cases where the person authorized to call a meeting refuses, fails or neglects to call a meeting, then the stockholders representing at least 100 shares, upon written request, may file a petition to call a special stockholder’s meeting.

    In the instant case, there is no dispute that the 17 December 1997 Special Stockholders’ Meeting was called neither by the President nor by the Board of Directors but by the MSCOC.  While the MSCOC, as its name suggests, is created for the purpose of overseeing the affairs of the corporation, nowhere in the by-laws does it state that it is authorized to exercise corporate powers, such as the power to call a special meeting, solely vested by law and the MSC by-laws on the President or the Board of Directors.

    The board of directors is the directing and controlling body of the corporation.  It is a creation of the stockholders and derives its power to control and direct the affairs of the corporation from them.  The board of directors, in drawing to itself the power of the corporation, occupies a position of trusteeship in relation to the stockholders, in the sense that the board should exercise not only care and diligence, but utmost good faith in the management of the corporate affairs.23redarclaw

    The underlying policy of the Corporation Code is that the business and affairs of a corporation must be governed by a board of directors whose members have stood for election, and who have actually been elected by the stockholders, on an annual basis.  Only in that way can the continued accountability to shareholders, and the legitimacy of their decisions that bind the corporation’s stockholders, be assured.  The shareholder vote is critical to the theory that legitimizes the exercise of power by the directors or officers over the properties that they do not own.24redarclaw

    Even the Corporation Code is categorical in stating that a corporation exercises its powers through its board of directors and/or its duly authorized officers and agents, except in instances where the Corporation Code requires stockholders’ approval for certain specific acts:LawlibraryofCRAlaw

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    SEC. 23. The Board of Directors or Trustees. – Unless otherwise provided in this Code, the corporate powers of all the corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors and trustees x x x.

    A corporation’s board of directors is understood to be that body which (1) exercises all powers provided for under the Corporation Code; (2) conducts all business of the corporation; and (3) controls and holds all the property of the corporation.  Its members have been characterized as trustees or directors clothed with fiduciary character.25redarclaw

    It is ineluctably clear that the fiduciary relation is between the stockholders and the board of directors and who are vested with the power to manage the affairs of the corporation.  The ordinary trust relationship of directors of a corporation and stockholders is not a matter of statutory or technical law.26  It springs from the fact that directors have the control and guidance of corporate affairs and property and hence of the property interests of the stockholders.27  Equity recognizes that stockholders are the proprietors of the corporate interests and are ultimately the only beneficiaries thereof.28  Should the board fail to perform its fiduciary duty to safeguard the interest of the stockholders or commit acts prejudicial to their interest, the law and the by-laws provide mechanisms to remove and replace the erring director.29redarclaw

    Relative to the powers of the Board of Directors, nowhere in the Corporation Code or in the MSC by-laws can it be gathered that the Oversight Committee is authorized to step in wherever there is breach of fiduciary duty and call a special meeting for the purpose of removing the existing officers and electing their replacements even if such call was made upon the request of shareholders.  Needless to say, the MSCOC is neither empowered by law nor the MSC by-laws to call a meeting and the subsequent ratification made by the stockholders did not cure the substantive infirmity, the defect having set in at the time the void act was done.  The defect goes into the very authority of the persons who made the call for the meeting.  It is apt to recall that illegal acts of a corporation which contemplate the doing of an act which is contrary to law, morals or public order, or contravenes some rules of public policy or public duty, are, like similar transactions between individuals, void.30  They cannot serve as basis for a court action, nor acquire validity by performance, ratification or estoppel.31  The same principle can apply in the present case. The void election of 17 December 1997 cannot be ratified by the subsequent Annual Stockholders’ Meeting.

    A distinction should be made between corporate acts or contracts which are illegal and those which are merely ultra vires.  The former contemplates the doing of an act which are contrary to law, morals or public policy or public duty, and are, like similar transactions between individuals, void.  They cannot serve as basis of a court action nor acquire validity by performance, ratification or estoppel.  Mere ultra vires acts, on the other hand, or those which are not illegal or void ab initio, but are not merely within the scope of the articles of incorporation, are merely voidable and may become binding and enforceable when ratified by the stockholders.32  The 17 December 1997 Meeting belongs to the category of the latter, that is, it is void ab initio and cannot be validated.

    Consequently, such Special Stockholders’ Meeting called by the Oversight Committee cannot have any legal effect.  The removal of the Bernas Group, as well as the election of the Cinco Group, effected by the assembly in that improperly called meeting is void, and since the Cinco Group has no legal right to sit in the board, their subsequent acts of expelling Bernas from the club and the selling of his shares at the public auction, are likewise invalid.

    The Cinco Group cannot invoke the application of de facto officership doctrine to justify the actions taken after the invalid election since the operation of the principle is limited to third persons who were originally not part of the corporation but became such by reason of voting of government- sequestered shares.33  In Cojuangco v. Roxas,34 the Court deemed the directors who were elected through the voting of government of sequestered shares who assumed office in good faith as de facto officers, viz:LawlibraryofCRAlaw

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    In the light of the foregoing discussion, the Court finds and so holds that the PCGG has no right to vote the sequestered shares of petitioners including the sequestered corporate shares.  Only their owners, duly authorized representatives or proxies may vote the said shares.  Consequently, the election of private respondents Adolfo Azcuna, Edison Coseteng and Patricio Pineda as members of the board of directors of SMC for 1990-1991 should be set aside.

    However, petitioners cannot be declared as duly elected members of the board of directors thereby.  An election for the purpose should be held where the questioned shares may be voted by their owners and/or their proxies.  Such election may be held at the next shareholders’ meeting in April 1991 or at such date as may be set under the by-laws of SMC.

    Private respondents in both cases are hereby declared to be de facto officers who in good faith assumed their duties and responsibilities as duly elected members of the board of directors of the SMC. They are thereby legally entitled to emoluments of the office including salary, fees and other compensation attached to the office until they vacate the same. (Emphasis supplied)

    Apparently, the assumption of office of the Cinco Group did not bear parallelism with the factual milieu in Cojuangco and as such they cannot be considered as de facto officers and thus, they are without colorable authority to authorize the removal of Bernas and the sale of his shares at the public auction.  They cannot bind the corporation to third persons who acquired the shares of Bernas and such third persons cannot be deemed as buyer in good faith.35redarclaw

    The case would have been different if the petitioning stockholders went directly to the SEC and sought its assistance to call a special stockholders’ meeting citing the previous refusal of the Corporate Secretary to call a meeting.  Where there is an officer authorized to call a meeting and that officer refuses, fails, or neglects to call a meeting, the SEC can assume jurisdiction and issue an order to the petitioning stockholder to call a meeting pursuant to its regulatory and administrative powers to implement the Corporation Code.36  This is clearly provided for by Section 50 of the Corporation Code which we quote:LawlibraryofCRAlaw

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    Sec. 50.  Regular and special meetings of stockholders or members. – x x x

    x x x x

    Whenever, for any cause, there is no person authorized to call a meeting, the Securities and Exchange Commission, upon petition of a stockholder or member, and on a showing of good cause therefore, may issue an order to the petitioning stockholder or member directing him to call a meeting of the corporation by giving proper notice required by this Code or by the by-laws.  The petitioning stockholder or member shall preside thereat until at least majority of the stockholders or members present have chosen one of their member[s] as presiding officer.

    As early as Ponce v. Encarnacion, etc. and Gapol,37 the Court of First Instance (now the SEC)38 is empowered to call a meeting upon petition of the stockholder or member and upon showing of good cause, thus:LawlibraryofCRAlaw

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    On the showing of good cause therefore, the court may authorize a stockholder to call a meeting and to preside thereat until the majority stockholders representing a majority of the stock present and permitted to be voted shall have chosen one among them to preside it.  And this showing of good cause therefor exists when the court is apprised of the fact that the by-laws of the corporation require the calling of a general meeting of the stockholders to elect the board of directors but the call for such meeting has not been done.39

    The same jurisprudential rule resonates in Philippine National Construction Corporation v. Pabion,40 where the Court validated the order of the SEC to compel the corporation to conduct a stockholders’ meeting in the exercise of its regulatory and administrative powers to implement the Corporation Code:LawlibraryofCRAlaw

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    SEC's assumption of jurisdiction over this case is proper, as the controversy involves the election of PNCC's directors. Petitioner does not really contradict the nature of the question presented and agrees that there is an intra-corporate question involved.

    x x x x

    Prescinding from the above premises, it necessarily follows that SEC can compel PNCC to hold a stockholders' meeting for the purpose of electing members of the latter's board of directors.

    x x x x

    As respondents point out, the SEC's action is also justified by its regulatory and administrative powers to implement the Corporation Code, specifically to compel the PNCC to hold a stockholders' meeting for election purposes.41

    Given the broad administrative and regulatory powers of the SEC outlined under Section 50 of the Corporation Code and Section 6 of Presidential Decree (PD) No. 902-A, the Cinco Group cannot claim that if was left without recourse after the Corporate Secretary previously refused to heed its demand to call a special stockholders’ meeting.  If it be true that the Corporate Secretary refused to call a meeting despite fervent demand from the MSCOC, the remedy of the stockholders would have been to file a petition to the SEC to direct him to call a meeting by giving proper notice required under the Code.  To rule otherwise would open the floodgates to abuse where any stockholder, who consider himself aggrieved by certain corporate actions, could call a special stockholders’ meeting for the purpose of removing the sitting officers in direct violation of the rules pertaining to the call of meeting laid down in the by-laws.

    Every corporation has the inherent power to adopt by-laws for its internal government, and to regulate the conduct and prescribe the rights and duties of its members towards itself and among themselves in reference to the management of its affairs.42  The by-laws of a corporation are its own private laws which substantially have the same effect as the laws of the corporation.  They are in effect written into the charter.  In this sense they become part of the fundamental law of the corporation with which the corporation and its directors and officers must comply.43  The general rule is that a corporation, through its board of directors, should act in the manner and within the formalities, if any, prescribed in its charter or by the general law.  Thus, directors must act as a body in a meeting called pursuant to the law or the corporation’s by-laws, otherwise, any action taken therein may be questioned by the objecting director or shareholder.44redarclaw

    Certainly, the rules set in the by-laws are mandatory for every member of the corporation to respect.  They are the fundamental law of the corporation with which the corporation and its officers and members must comply.  It is on this score that we cannot upon the other hand sustain the Bernas Group’s stance that the subsequent annual stockholders’ meetings were invalid.

    First, the 20 April 1998 Annual Stockholders Meeting was valid because it was sanctioned by Section 845 of the MSC bylaws.  Unlike in Special Stockholders Meeting46 wherein the bylaws mandated that such meeting shall be called by specific persons only, no such specific requirement can be obtained under Section 8.

    Second, the 19 April  1999 Annual Stockholders Meeting is likewise valid because in addition to the fact that it was conducted in accordance to Section 8 of the MSC bylaws, such meeting was supervised by the SEC in the exercise of its regulatory and administrative powers to implement the Corporation Code.47redarclaw

    Needless to say, the conduct of SEC supervised Annual Stockholders Meeting gave rise to the presumption that the corporate officers who won the election were duly elected to their positions and therefore can be rightfully considered as de jure officers.  As de jure officials, they can lawfully exercise functions and legally perform such acts that are within the scope of the business of the corporation except ratification of actions that are deemed void from the beginning.

    Considering that a new set of officers were already duly elected in 1998 and 1999 Annual Stockholders Meetings, the Bernas Group cannot be permitted to use the holdover principle as a shield to perpetuate in office.  Members of the group had no right to continue as directors of the corporation unless reelected by the stockholders in a meeting called for that purpose every year. 48  They had no right to hold-over brought about by the failure to perform the duty incumbent upon them.49  If they were sure to be reelected, why did they fail, neglect, or refuse to call the meeting to elect the members of the board?50redarclaw

    Moreover, it is fundamental rule that factual findings of quasi-judicial agencies like the SEC, if supported by substantial evidence, are generally accorded not only great respect but even finality, and are binding upon this Court unless it was shown that the quasi-judicial agencies had arbitrarily disregarded evidence before it had misapprehended evidence to such an extent as to compel a contrary conclusion if such evidence had been properly appreciated.51  It is not the function of this Court to analyze or weigh all over again the evidence and credibility of witnesses presented before the lower court, tribunal, or office, as we are not trier of facts.52  Our jurisdiction is limited to reviewing and revising errors of law imputed to the lower court, the latter’s finding of facts being conclusive and not reviewable by this Court.53  However, when it can be shown that administrative bodies grossly misappreciated evidence of such nature as to compel a contrary conclusion, the Court will not hesitate to reverse its factual findings.54  In the case at bar, the incongruent findings of the SEC on the one hand, and the Court of Appeals on the other, constrained the Court to review the records to ascertain which body correctly appreciated the facts vis-à-vis the standing statutory and jurisprudential principles.

    After finding that the ruling of the appellate court was in accordance with the existing laws and jurisprudence as exhaustively discussed above, we hereby quote with approval its disquisition:LawlibraryofCRAlaw

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    (1) The supposed Special Stockholders’ Meeting of 17 December 1997 was prematurely or invalidly called by the [Cinco Group].  It therefore failed to produce any legal effects and did not effectively remove [the Bernas Group] as directors of the Makati Sports Club, Inc.;

    (2) The expulsion of [Bernas] as well as the public auction of his shares is hereby declared void and without legal effect;

    (3) The ratification of the removal of [the Bernas Group] as directors, the expulsion of Bernas and the sale of his share by the [Cinco Group] and by the stockholders held in their Regular Stockholders’ Meeting held in April of 1998, 1999 and 2000, is void and produces no effects as they were not the proper party to cause the ratification;

    (4) All other actions of the [Cinco Group] and stockholders taken during the Regular Stockholders’ Meetings held in April 1998, 1999 and 2000, including the election of the [Cinco Group] as directors after the expiration of the term of office of [Bernas Group] as directors, are hereby declared valid.55

    In fine, we hold that 17 December 1997 Special Stockholders’ Meeting is null and void and produces no effect; the resolution expelling the Bernas Group from the corporation and authorizing the sale of Bernas’ shares at the public auction is likewise null and void.  The subsequent Annual Stockholders’ Meeting held on 20 April 1998, 19 April 1999 and 17 April 2000 are valid and binding except the ratification of the removal of the Bernas Group and the sale of Bernas’ shares at the public auction effected by the body during the said meetings.  The expulsion of the Bernas Group and the subsequent auction of Bernas’ shares are void from the very beginning and therefore the ratifications effected during the subsequent meetings cannot be sustained.  A void act cannot be the subject of ratification.56redarclaw

    WHEREFORE, premises considered, the petitions of Jose A. Bernas, Cecile H. Cheng, Victor Africa, Jesus B. Maramara, Jose T. Frondoso, Ignacio A. Macrohon and Paulino T. Lim in G.R. Nos. 163356-57 and of Jovencio Cinco, Ricardo Librea and Alex Y. Pardo in G.R. Nos. 163368-69 are hereby DENIED.  The assailed Decision dated 28 April 2003 and Resolution dated 27 April 2004 of the Court of Appeals are hereby AFFIRMED.

    SO ORDERED.cralawlawlibrary

    Sereno, C.J., (Chairperson), Leonardo De-Castro, and Bersamin, JJ., concur.
    Perlas-Bernabe, J., please see separate concurring opinion.

    Endnotes:


    1Rollo (G.R. Nos. 163368-69), pp. 38-78.  Rollo (G.R. Nos. 163356-57), pp. 44-99.

    2 Id. at 10-35 (G.R. No. 163368-69; Penned by Associate Justice Eugenio S. Labitoria with Associate Justices Andres B. Reyes, Jr. and Regalado E. Maambong concurring.

    3 Id. at 23-24.

    4 Id. at 129-130.

    5 Id. at 120-127.

    6 Id. at 150.

    7 Id. at 175-179.

    8 Id. at  115; Amended By-Laws of the MSC.
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    SEC. 25.  Secretary.  The Secretary shall keep the stock and transfer book and the corporate seal, which he shall stamp on all documents requiring such seal; fill and sign together with the President, all the certificates of stocks issued, give or caused to be given all notices required by law of these By-laws as well as notices of all meeting of the Board and of the stockholders; shall certify as to quorum at meetings; shall approve and sign all correspondence pertaining to the Office of the Secretary; shall keep the minutes of all meetings of the stockholders, the Board of Directors and of all committees in a book or books kept for that purpose; and shall be acting President in the absence of the President and Vice-:President. The Secretary must be a citizen and a resident of the Philippines.  The Secretary shall keep a record of all the addresses and telephone numbers of all stockholders.
    9 Id. at 245-310.

    10 Id. at 185-200.

    11 Id. at 201-203.

    12 Id. at 204.

    13 Id. at 112; Amended By-Laws of the MSC
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    SEC. 8.  Annual Meetings.  The annual meeting of stockholders shall be held at the Clubhouse on the third Monday of April of every year unless such day be a holiday in which case the annual meeting shall be held on the next succeeding business day.  At such meeting, the President shall render a report to the stockholders of the clubs.
    14 Id. at 83-84.

    15Rollo (G.R. Nos. 163356-57), pp. 114-146.

    16Rollo (G.R. Nos. 163368-69), pp. 233-239.

    17 Id. at 311-322.

    18 Id. at 321-322.

    19 Id. at 323-345.

    20 Id. at 10-26.

    21 Id. at 27-35.

    22Rollo (G.R. Nos. 163368-69, p. 112 and 115; Amended By-laws of the Makati Sports Club.

    23 Valle Verde Country Club, Inc. et al. v. Africa, 614 Phil. 391, 399-400 (2009).

    24 Id. at 400.

    25Raniel v. Jochico, 546 Phil. 54, 60 (2007).

    26Gokongwei, Jr. v. Securities and Exchange Commission, 178 Phil. 266, 299 (1979).

    27 Id.

    28 Id.

    29 Id.

    30Pirovano, et al. v. De la Rama Steamship Co., 96 Phil. 335, 360 (1954).

    31 Id.

    32 Id.

    33Cojuangco, Jr. v. Roxas, 273 Phil. 168 (1991).

    34 Id. at 187.

    35 A purchaser in good faith and for value is one who buys the property of another without notice that some other person has a right to or interest in it, and who pays therefor a full and fair price at the time of the purchase or before receiving such notice. (Potenciano v. Reynoso, 449 Phil. 396, 410 [2003])

    36 Section 6 of Presidential Decree No. 902-A provides:LawlibraryofCRAlaw

    SECTION 6.  In order to effectively exercise such jurisdiction [referring to Section 5], the Commission shall possess the following powers:LawlibraryofCRAlaw

    x x x x

    (c)  To compel the officers of any corporation or association registered by it to call meetings of stockholders or members thereof under its supervision;

    37 94 Phil. 81 (1953).

    38 Under the provisions of Republic Act No. 296 (Judiciary Act of 1948) which took effect on 17 June 1948, the court of first Instance have original jurisdiction to entertain “all cases which the demand, exclusive of interests, or the value of the property in controversy amounts to more than P2,000.00.”  Likewise they have the power to issue writs of injunction, certiorari, madamus, prohibition, quo warranto and habeas corpus in their respective provinces and districts in the manner provided for in the Rules of Court.

    On the other hand,  Presidential Decree No. 902-A (SEC Reorganization Act) on 11 March 1976,  confers upon the SEC, “in addition to (its) regulatory and administrative functions, original and exclusive jurisdiction to hear and decide cases involving fraudulent devices or schemes, intra-corporate or partnership disputes, and controversies n elections and appointments of directors and officers.  Thus, in Philex Mining Corporation v. Reyes, (No. L-57707, 19 November 1982, 118 SCRA 602, 607), the Court held “the controversy between the parties being clearly an intra-corporate one, it is the SEC, as held by it and not respondent Court of First Instance, that has original exclusive jurisdiction, by express mandate of law.”

    Pursuant to Republic Act No.  8799 (Securities Regulation Code of 2001) which took effect on 8 August 2000, the jurisdiction of the SEC to decide cases involving intra-corporate dispute was transferred to the courts of general jurisdiction and, in accordance therewith, all cases of this nature, with the exception only of those submitted for decision, were transferred to the regular courts. See Pascual v. Court of Appeals, 393 Phil. 497 (2000).

    39Ponce v. Encarnacion, etc. and Gapol, supra note 37 at 85.

    40 377 Phil. 1019 (1999).

    41 Id. at 1040-1041.

    42 Gokongwei, Jr. v. Securities and Exchange Commission, supra note 26 at 296.

    43 Peña v. Court of Appeals, 271 Phil. 751, 765 (1991).

    44Lopez Realty, Inc., v. Fontecha, 317 Phil. 216, 226 (1995).

    45 SEC. 8.  Annual Meetings.  The annual meeting of stockholders shall be held at the Clubhouse on the third Monday of April of every year unless such day be a holiday in which case the annual meeting shall be held on the next succeeding business day.  At such meeting, the President shall render a report to the stockholders of the clubs. (Rollo (G.R. Nos. 1663368-69), p. 112).

    46 SEC. 10. Special Meetings. Special meetings of stockholders shall be held at the clubhouse when called by the President pr by the Board of Directors or upon written request of the stockholders representing not less than one hundred (100) shares. Only matters specified in the notice and call will be taken up at special meetings. (Id.).

    47 Sec. 50.  Regular and special meetings of stockholders or members. – x x x Whenever, for any cause, there is no person authorized to call a meeting, the Securities and Exchange Commission, upon petition of a stockholder or member, and on showing of good cause therefore, may issue an order to the petitioning stockholder or member directing him to call a meeting of the corporation by giving proper notice required by this Code or by the by-laws.  The petitioning stockholder or member shall preside thereat until at least majority of the stockholders or members present have chosen one of their member[s] as presiding officer.

    48Ponce v. Encarnacion, etc. and Gapol, supra note 37 at 87.

    49 Id.

    50 Id.

    51Batangas Laguna Tayabas Bus Co., Inc. v. Bitanga, 415 Phil. 43, 59 (2001).

    52Cuenca v. Atas, 561 Phil. 186, 220 (2007).

    53 Id.

    54Fujitsu Computer Products, Corp.  v. Court of Appeals, 494 Phil. 697, 716 (2005).

    55Rollo (G.R. Nos. 163368-69), p. 24.

    56Pirovano v. De la Rama Steamship Co., supra note 30 at 361.






    SEPARATE CONCURRING OPINION



    PERLAS-BERNABE, J.:

    I.


    I agree with the ponencia that the December 17, 1997 Special Stockholders' Meeting is void because it was improperly called. However, I find that a reliance1 on Section 50 of the Corporation Code2 or Section 10 of the by-laws is misplaced.

    To recount, the December 17, 1997 Special Stockholders' Meeting was called by the Makati Sports Club, Inc. (MSC) Oversight Committee (MSCOC), at the instance of certain stockholders, to remove the members of the Bernas Group who were sitting as directors at that time. During the said meeting, the Bernas Group was removed from office and the Cinco Group was elected as directors of MSC.

    The correct provision to be applied is Section 28 of the Corporation Code as it specifically governs the procedure for removing directors or trustees, to wit:LawlibraryofCRAlaw

    ChanRoblesVirtualawlibrary
    SEC. 28. Removal of directors or trustees.  Any director or trustee of a corporation may be removed from ot1ice by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock. or if the corporation be a non-stock corporation. by a vote of at least two-thirds (73) of the members entitled to vote: Provided, That such removal shall take place either at a regular meeting of the corporation or at a special meeting called for the purpose, and in either case. after previous notice to stockholders or members of the corporation of the intention to propose such removal at the meeting.  A special meeting of the stockholders or members of a corporation for the purpose of removal of directors or trustees, or any of them, must be called by the secretary on order of the president or on the written demand of the stockholders representing or holding at least a majority of the outstanding capital stock, or if it be a non-stock corporation. on the written demand of a majority of the members entitled to vote. Should the secretary fail or refuse to call the special meeting upon such demand or fail or refuse to give the notice, or if there is no secretary, the call for the meeting may be addressed directly to the stockholders or members by any stockholder or member of the corporation signing the demand. Notice of the time and place of such meeting. as well as of the intention to propose such removal, must be given by publication or by written notice prescribed in this Code. Removal may be with or without cause: Provided, That removal without cause may not be used to deprive minority stockholders or members of the right or representation to which they may be entitled under Section 24 of this Code. (Emphases supplied)
    Section 50 of the Corporation Code is inapplicable since it governs the conduct of special stockholders' meetings in general:LawlibraryofCRAlaw

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    SEC. 50. Regular and special meetings of stockholders or members. - Regular meetings of stockholders or members shall be held annually on a date fixed in the by-laws, or if not so fixed, on any date in April of every year as determined by the board of directors or trustees: Provided. That written notice of regular meetings shall be sent to all stockholders or members of record at least two (2) weeks prior to the meeting. unless a different period is required by the by-laws.

    x x x x

    Whenever. tor any cause, there is no person authorized to call a meeting, the Securities and Exchange Commission, upon petition of a stockholder or member on a showing of good cause therefor, may issue an order to the petitioning stockholder or member directing him to call a meeting of the corporation by giving proper notice required by this Code or by the by-laws. The petitioning stockholder or member shall preside thereat until at least a majority of the stockholders or members present have chosen one of their number as presiding officer. (Emphasis supplied)

    Neither would Section 10 of MSC's by-laws apply since, similar to Section 50 of the Corporation Code, it applies to special stockholders' meetings in general:LawlibraryofCRAlaw

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    SEC. 10. Special Meetings. Special meetings of stockholders shall be held at the Clubhouse when called by the President or by the Board of Directors or upon written request of stockholders representing not less than one hundred (100) shares. Only matters specified in the notice and call will be taken up at special meetings.3

    Following the doctrine that specific provisions must prevail over general ones,4 the procedure, as prescribed in Section 28 of the Corporation Code, should have therefore governed the conduct of the December 17, 1997 Meeting which was particularly intended for the removal of the Bernas Group from the MSC's Board of Directors, viz.:LawlibraryofCRAlaw

    ChanRoblesVirtualawlibrary
    (a) the special meeting must have been called by the secretary; and
    (b) the same should have been made upon the order of the president or on written demand of the stockholders representing at least a majority of the outstanding capital stock: and
    (c) in case the secretary failed or refused to give such notice, or if there was no secretary, the call may have been be made directly by any stockholder signing the demand.

    Alternatively, an MSC stockholder could have filed a petition before the Securities and Exchange Commission (SEC) to compel either the president or a majority of the stockholders of the corporation to order the call, or the corporate secretary to make such call, for good cause shown, in view of the SEC's broad regulatory powers5 under Presidential Decree No. (PD) 902-A.6redarclaw

    In these cases, the procedure outlined in Section 28 of the Corporation Code was not complied with. Neither was a petition to the SEC, as above­ mentioned, filed by an MSC stockholder. The records show that certain MSC stockholders - who were not shown to constitute a majority of the outstanding capital stock of the corporation at that - unduly caused the MSCOC to make the call for the December 17, 1997 Meeting despite the latter's lack of authority to do so under the Corporation Code and/or the MSC by-laws. Thus, the December 17, 1997 Meeting, which suffers from a substantive and not a mere formal defect given that its improper call goes against the mandated statutory authority to effectuate such corporate action, is contrary to law and, therefore, void ab initio.

    II.

    In Pirovano v. De La Rama Steamship Co. (Pirovano),7 the Court held that corporate acts which are illegal for being contrary to law are incapable of ratification, as opposed to acts which are merely ultra vires, i.e., acts which are not within the powers of the corporation, to wit:LawlibraryofCRAlaw

    ChanRoblesVirtualawlibrary
    x x x [A] distinction should be made between corporate acts or contracts which are illegal and those which are merely ultra vires. The former contemplates the doing of an act which is contrary to law, morals, or public policy or public duty, and are, like similar transactions between public order, or contravene some rules of individuals, void. They cannot serve as basis of a court action, nor acquire validity by performance, ratification, or estoppel. Mere ultra vires acts, on the other hand, or those which are not illegal and void ab initio, but are not merely within the scope of the articles of incorporation. are merely voidable and may become binding and enforceable when ratified by the stockholders.

    As earlier mentioned, the December 17, 1997 Meeting is void ab initio for contravening Section 28 of the Corporation Code. Hence, while I agree with the ponencio that the April 20, 1998 and April 19, 1999 Meetings were called in compliance with the MSC by-laws,9 I differ in that the removal of the Bernas Group and election of the Cinco Group which are mere incidents resulting from the void December 17, 1997 Meeting could not have been ratified, notwithstanding the fact that the latter April 19, 1999  Meeting was held under the supervision of the SEC. The SEC, being a mere regulatory body, cannot lend validity to otherwise invalid acts. Further, the presumption of regularity 10 cannot apply for the purpose of validating an internal action of a private corporation.

    While Section 51 of the Corporation Code states that a meeting shall be valid even if improperly called if all the stockholders are present or duly represented at the meeting, it has not been shown that this is the case here.

    Neither can the ratifications done during the April 20, 1998 and April 19, 1999 Meetings be equated to the valid election of the Cinco Group, enough to accord them with de jure status.11 Clearly, these meetings were specifically called for the ratification of acts taken during the void December 17, 1997 Meeting, and not for the actual election of directors anew; to reiterate, the ratification of void acts is strictly prohibited under the doctrine enunciated in Pirovano. Besides, the procedure in ratifying acts approved or taken during prior meetings is different from the procedure in electing directors,12 which was not shown to have been complied with in any of those meetings.

    Ultimately, however, it should be pointed out that the issue of directorship has been rendered moot and academic by the lapse of the three (3)-year staggered term prescribed by the MSC's by-laws.13 In fact, the MSC's own website14 states that the corporation has a new set of directors which does not include any of the herein parties. Thus, the only actual issue left to be resolved is the validity of the expulsion of Bernas from MSC and the subsequent sale of his shares, all effected in the February 27, 1998 Meeting. On this score, I join the ponencia in ruling that both actions are void and without legal effect.15redarclaw

    III.

    Under the MSC by-laws,16 a member may be suspended or expelled with the two-thirds (2/3) vote of the Board of Directors.

    As aptly observed by the ponencia, the Cinco Group cannot invoke the de facto officership doctrine to justify its actions after their invalid election in the December 17, 1997 Meeting, particularly, the expulsion of Bernas from MSC and the sale of his shares. A de facto officer is one who acts as such under color of an election or appointment, but fails being a de jure officer by some irregularity or failure to qualify as required by law.17  Having ruled out the validity of their election either through the December 17, 1997 Meeting or through the ratifications in the April 20, 1998 and April 19, 1999 Meetings, the Cinco Group cannot be considered as de facto directors of MSC. As such, they could not have validly expelled Bernas from MSC and sold his shares of stock. More significantly, since the de facto doctrine rests on public policy and justice, the official dealings of directors de facto with third persons being sustained as rightful and valid on the ground of the corporation's continuous acquiescence to the officers holding themselves out as having such authority, it is only available to third persons dealing with corporations.18  No such third person invoked the doctrine here.

    ACCORDINGLY, subject to the qualifications herein made, I vote to DENY the consolidated petitions.

    Endnotes:


    1 See Ponencia, pp. 13-15 and 9-10. respectively.

    2 Batas Pambansa Bilang 68.

    3Rollo (G.R. No. 163368-69). p. 112.

    4Metropolitan Bank & Trust Company v. Absolute Management Corporation, G.R. No. 170498, January 9, 2013, 638 SCRA 225. 232.

    5 See Section 6 of PD 902-A.

    6 Entitled "REORGANIZATION OF THE SECURITIES AND EXCHANGE COMMISSION WITH ADDITIONAL POWER AND PLACING THE SAID AGENCY UNDER THE ADMINISTRATIVE SUPERVISION OF THE OFFICE OF THE PRESIDENT"  (March 11, 1976).

    7 Phil. 335 (1954).

    8 Id. at 360.

    9Rollo (G.R. Nos. 163368-69). pp. 111-119.

    10 As argued in the ponencia, p. 17.

    11 Id.

    12 Sec Section 24 of the Corporation Cock.

    13 MSCs directors each have a term of three (3) years only, expiring on a staggered basis. See Section 14 of the MSC by-laws; rollo, (G.R. Nos. 163368-69), p. 113.

    14 Makati Sports Club, Inc. Board of Directors. 2015 (visited June 25, 2015).

    15 See Ponencia, p. 18.

    16 See Section 34 (a) of the MSC by-laws; rollo (G.R. No. 163368-69), p. 118.

    17 Villanueva, Philippine Corporate Law, 2010 Edition, p. 316. See also The General Manager, Phil. Ports Authority Monserate, 430 Phil. 832, 846 (2002).

    18 Id.

    G.R. Nos. 163356-57, July 01, 2015 - JOSE A. BERNAS, CECILE H. CHENG, VICTOR AFRICA, JESUS B. MARAMARA, JOSE T. FRONDOSO, IGNACIO T. MACROHON, JR., AND PAULINO T. LIM, ACTING IN THEIR CAPACITY AS INDIVIDUAL DIRECTORS OF MAKATI SPORTS CLUB, INC., AND ON BEHALF OF THE BOARD OF DIRECTORS OF MAKATI SPORTS CLUB, Petitioners, v. JOVENCIO F. CINCO, VICENTE R. AYLLON, RICARDO G. LIBREA, SAMUEL L. ESGUERRA, ROLANDO P. DELA CUESTA, RUBEN L. TORRES, ALEX Y. PARDO, MA. CRISTINA SIM, ROGER T. AGUILING, JOSE B. QUIMSON, CELESTINO L. ANG, ELISEO V. VILLAMOR, FELIPE L. GOZON, CLAUDIO B. ALTURA, ROGELIO G. VILLAROSA, MANUEL R. SANTIAGO, BENJAMIN A. CARANDANG, REGINA DE LEON-HERLIHY, CARLOS Y. RAMOS, JR., ALEJANDRO Z. BARIN, EFRENILO M. CAYANGA AND JOHN DOES, Respondents.; G.R. NOS. 163368-69 - JOVENCIO F. CINCO, RICARDO G. LIBREA AND ALEX Y. PARDO, Petitioners, v. JOSE A. BERNAS, CECILE H. CHENG AND IGNACIO A. MACROHON, Respondents.


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