ManilaFIRST
DIVISION
ANTONIO
M. GARCIA,
Petitioner,
G.
R.
No. 123639
June
10,
1997
-versus-
COURT
OF APPEALS
and PHILIPPINE EXPORT
& FOREIGN LOAN
GUARANTEE CORPORATION,
Respondents. D
E C I S I
O N
KAPUNAN,
J.:
Petitioner Antonio Garcia
challenges, through this petition for review on certiorari under Rule
45
of the Revised Rules of Court, the decision of the Court of Appeals
promulgated
on 23 October 1995 in CA-G. R. SP No. 27994 granting the motion to
dismiss
filed by private respondent Philippine Export & Foreign Loan
Guarantee
Corporation [Philguarantee] on grounds of lack of jurisdiction.
Similarly
impugned is the Court of Appeals' resolution dated 31 January 1996
denying
petitioner's motion for reconsideration.
Petitioner was a major
stockholder and president of Dynetics, Inc., a corporation primarily
engaged
in the manufacture of semi-conductors, originally owning 43% of its
outstanding
shares of stock. In 1981, Asia Reliability Co. Inc. [ARCI] obtained
28.98%
interest in Dynetics. With the said acquisition, the ownership
structure
of Dynetics became: petitioner Garcia 32.88%; ARCI 28.78%;
Vicente Chuidian [petitioner's business partner and a major stockholder
of ARCI] 26%; and others, 11.26%.[1]
In February 1981, ARCI,
through the initiative of Chuidian and with the guarantee of private
respondent,
acquired a foreign loan in the amount of US$25,000,000.00 ostensibly to
finance its various business projects. However, the proceeds of the
said
loan were illegally diverted and used for unauthorized purposes.
When ARCI defaulted in the payment of the aforestated loan, the foreign
creditors went after the guarantor, herein private respondent. In turn,
private respondent filed cases for recovery against Chuidian, both here
and in the United States [where Chuidian fled].cralaw:red
Unfortunately, Dynetics
was caught in the crossfire and became a battlefield for control
between
Chuidian [who also owns, as previously stated, a substantial interest
in
Dynetics] and private respondent Philguarantee.[2]
In February 1985, Chuidian,
as President of Interlek [the marketing arm of Dynetics, organized and
based in California, USA] ordered the company to stop its remittances
to
Dynetics for the latter's assembly services which as of June 1985
amounted
to approximately US$5,000,000.00. Consequently, Dynetics filed a
collection
case against Interlek and Chuidian.cralaw:red
Thereafter, four (4)
representatives of Philguarantee were assigned one (1) qualifying share
each in Dynetics. Thus, on 27 May 1985 during the stockholders meeting
of Dynetics, the aforementioned nominees [Victor Macalindog, Cesar
Macuja,
Eduardo Morato and Manuel Lazaro] were elected members of the Board of
Directors of Dynetics [although Lazaro did not assume office].
Petitioner
was the fifth member of the Board.cralaw:red
On 27 November 1985,
a Settlement and Mutual Release Agreement (SMRA) was executed by and
between
Dynetics and Chuidian and another between Philguarantee and Chuidian
for
the purpose of finally putting an end to the numerous cases filed by
the
aforestated parties against one another. The agreements, provided the
following:
"(1) dismissal with
prejudice of all cases pending between the parties here and abroad,
except
as to claims against ARCI and Interlek with respect to which the
dismissals
in the aforementioned actions shall be without prejudice;
"(2) the
assignment
to Defendant Philguarantee of all shares of stocks owned and controlled
by Chuidian in Interlek;
"(3) the
assignment
to Philguarantee to all shares of Chuidian in ARCI and in Dynetics;
"(4) the payment
by
Dynetics of US$100,000.00 per month to Chuidian for five years, backed
by a Letter of Credit; and
"(5) the
assumption
by Dynetics of all the obligations of ARCI in favor of Defendant
Philguarantee
in the aggregate sum of approximately US$47 Million."[3]
On 12 December 1991, petitioner
instituted a complaint for damages before the Regional Trial Court of
Makati,
Branch 58. On his first cause of action, petitioner alleged that
private
respondent reneged on its commitment, based on the aforecited SMRA, to
rehabilitate Dynetics and Chemark [a subsidiary wholly owned by
Dynetics]
and this caused the financial ruin of the two corporations. Dynetics
and
Chemark consequently defaulted on their financial obligations and
petitioner,
in his capacity as guarantor, was held personally liable. He was forced
to compromise with the creditor banks in the total amount of
P145,000.000.00.[4]
On his second cause
of action, petitioner contended that as a result, likewise, of private
respondent's failure to rehabilitate Dynetics and because of the
implementation
of the "onerous" SMRA with Chuidian, the book value of his shares in
Dynetics
plummeted, from P200.00 per share, to practically zero.cralaw:red
On his third cause of
action, petitioner alleged that Dynetics incurred severe losses due to
the provision in the SMRA directing the said corporation to drop the
collection
case it filed against Interlek and Chuidian for unpaid remittances.cralaw:red
Petitioner thus prayed
that private respondent pay the following:
1. On his First Cause
of Action, P145,000,000.00 as actual/compensatory damages under the
terms
and conditions of said compromise agreements mentioned in plaintiff's
First
Cause of Action dated January 17, 1989;
2. On his Second Cause
of Action, P32,000,000.00 representing actual losses of the book value
of plaintiff's 159,997 shares of stock of Dynetics, Inc. from P200.00
per
share to zero amount per share;
3. On his Third Cause
of Action, P3,200,000.00 representing losses of plaintiff's equity in
unrealized
profit out of said unremitted US$5,000,000.00 due from Interlek;
4. On his Fourth Cause
of Action, P15,000,000.00 as moral damages and P10,000,000.00 as
exemplary
damages.cralaw:red
5. On his Fifth Cause
of Action, P30,000,000.00 for and as attorney's fee (15% of the amount
involved).[5]
On 20 February 1992,
private respondent filed a motion to dismiss on grounds of lack of
jurisdiction
over the subject matter.cralaw:red
On 21 May 1992, the
Regional Trial Court of Makati issued an order denying private
respondent's
motion to dismiss. The order reads thus:
"ORDER
"The decision
promulgated
on May 6, 1992 by the Hon. Court of Appeals in CA-G. R. SP. No. 27685
entitled
Phil. Export and Foreign Loan Guarantee Corporation vs. Hon. Presiding
Judge, Br. 58, RTC, Makati directing this Court to resolve said
petitioner's
motion to dismiss, a copy of said decision having been furnished this
Court,
is NOTED.
"Pending
resolution
before this Court is the motion to dismiss filed by defendant
Philguarantee,
the opposition thereto filed by the plaintiff, and the reply to
opposition
filed by the said defendant. After considering the arguments for and
against
the motion, the Court resolves to deny the motion. Furthermore, after a
meticulous assessment of the record of this case, the Court is more
inclined
to believe that the nature of this case is for damages rather than an
intra-corporate
matter and therefore this Court has jurisdiction over this case. Due to
the denial of defendant's motion to dismiss as aforementioned, the said
defendant is given fifteen (15) days from receipt of a copy of this
order
within which to file its answer pursuant to Sec. 4, Rule 16 of the
Rules
of Court.
"Notify the
respective
counsel of both parties of this order.
"SO ORDERED."[6]
Private respondent challenged
the trial court's order before the Court of Appeals which, in a
decision
dated 23 October 1995, reversed the same. The dispositive portion
states
thus:
"WHEREFORE, in view
of the foregoing, the instant petition is hereby GRANTED. The assailed
order of respondent court dated May 21,1992 is SET ASIDE.
"SO ORDERED."[7]
The Court of Appeals ruled
that the controversy between petitioner and private respondent is
intra-corporate
in nature and, therefore, falls under the jurisdiction of the
Securities
and Exchange Commission (SEC) and not the regular courts.
In a resolution dated
20 December 1995, the Court of Appeals denied petitioner's motion for
reconsiderations.[8]
Hence, this petition for review on certiorari.cralaw:red
Petitioner assigns the
following errors:
I.chanrobles virtual law library
RESPONDENT
COURT
OF APPEALS ERRED IN NOT FINDING THAT PETITIONER'S ACTION BEFORE THE
COURT
A QUO IS PURELY OF DAMAGES ARISING OUT OF BREACH OF CONTRACT AND
THEREFORE
WITHIN THE EXCLUSIVE JURISDICTION OF REGULAR CIVIL COURTS.chanrobles virtual law library II.chanrobles virtual law library
RESPONDENT
COURT
OF APPEALS ERRED IN NOT FINDING THAT THE INSTANT ACTION DOES NOT
INVOLVE
INTRA-CORPORATE MATTERS OR ISSUES AND THEREFORE BEYOND THE JURISDICTION
OF THE SECURITIES AND EXCHANGE COMMISSION.[9]
In insisting that the SEC
does not have jurisdiction, petitioner recounts the events in this
manner:
before private respondent entered the picture, Chemark, a Dynetics
subsidiary,
obtained loans from PCIB, BPI, RCBC, PISO, LB and other banks on
various
dates. These loans were personally guaranteed by petitioner under
suretyship
agreements he executed in favor of the said banks in 1980. After
private
respondent gained control of Dynetics, it made a firm commitment,
petitioner
claims, to rehabilitate Dynetics and Chemark in exchange for his
acquiescence
to the SMRA even though its terms were prejudicial to Dynetics.
However,
private respondent reneged on its promise, which caused Dynetics and
Chemark
to collapse financially. Being the corporations' guarantor, petitioner
was forced to settle their debts with the aforementioned banks with his
personal properties. Hence, petitioner contends that what he sought to
recover in his complaint for damages was primarily the money he paid to
the creditor banks of Dynetics and Chemark.
Petitioner, thus, persists
in his argument that, being an action for damages due to breach of
contract,
the present case is cognizable by the regular courts and beyond the
jurisdiction
of the SEC, for, had private respondent not withdrawn its commitment,
petitioner
rationalizes, Dynetics would have regained its strong business
position.
Consequently, it could have settled its obligations with its creditor
banks
and petitioner would have been released from his obligations as surety.[10]
Petitioner further contends
that he is suing not as a stockholder of Dynetics but in his personal
capacity
as the latter's aggrieved surety. In like manner, private respondent is
being sued as "a separate entity which authored the notorious SMRA."[11]
Petitioner also avers
that his principal cause of action is "damages arising from breach of
contract."
The other causes of action in his complaint are incidental claims which
emanate from and are the direct consequences of his main cause of
action.[12]
The petition is unmeritorious.
Jurisdiction over the present controversy is vested in the SEC and not
in the regular courts. To determine which body has jurisdiction over
the
present controversy, we rely on the sound judicial principle that
jurisdiction
over the subject matter of a case is conferred by law and is determined
by the allegations of the complaint irrespective of whether the
plaintiff
is entitled to all or some of the claims asserted therein.[13]
The law, P.D. 902-A,
explicitly lays down the parameters of the Securities and Exchange
Commission's
jurisdiction. Thus:
"Sec. 5. In addition
to the regulatory and adjudicative functions of the Securities and
Exchange
Commission over corporation, partnerships and other forms of
associations
registered with it as expressly granted under existing laws and
decrees,
it shall have original and exclusive jurisdiction to hear and decide
cases
involving:
"a) Devices or
schemes
employed by or any acts of the board of directors, business associates,
its officers or partners, amounting to fraud and misrepresentation
which
may be detrimental to the interest of the public and/or of the
stockholders,
partners, members of associations or organizations registered with the
Commission.
"b) Controversies
arising
out of intra-corporate or partnership relations, between and among
stockholders,
members, or associates; between any and/or all of them and the
corporation,
partnership or association of which they are stockholders, members or
associates,
respectively; and between such corporation, partnership or association
and the State insofar as it concerns their individual franchise or
right
to exist as such entity.
"c) Controversies
in
the election or appointments of directors, trustees, officers or
managers
of such corporations, partnerships, or associations.
"d) Petition of
corporations,
partnerships or associations to be declared in the state of suspension
of payments in cases where the corporation, partnership or association
possess sufficient property to cover all of its debts but foresees the
impossibility of meeting them when they respectively fall due or in
cases
where the corporation, partnership or association has no sufficient
assets
to cover its liabilities but is under the Management Committee created
pursuant to this Decree."
Jurisprudence, however,
has tempered the aforequoted provision, paragraph (b) in particular:
xxx The better policy
in determining which body has jurisdiction over a case would be to
consider
not only the status or relationship of the parties but also the nature
of the question that is the subject of their controversy.[14]
We have judiciously gone
over petitioner's original complaint and are not deceived by his
cunning
arguments. The case at bar is a classic illustration of a dispute
between
stockholders private respondent, the current majority and
controlling
stockholder of Dynetics and petitioner, the erstwhile majority
stockholder
of said corporation [although he still holds a substantial interest
therein].
Petitioner's stubborn
insistence that he brought the case for damages in his capacity as an
aggrieved
surety and not as a stockholder is belied by the opening statement in
his
complaint:
"1. Plaintiff is a
Filipino, of legal age, with business address at 7th Floor, Chemphil
Building,
Pasay Road, Makati, Metro Manila, where he may be served with all court
processes; he was [and still is] at all times relevent to his complaint
a major stockholder of Dynetics, Inc. [Dynetics for brevity], a
corporation
duly organized and existing, under the laws of the Philippines;"[15][emphasis ours].
Moreover, in the same complaint
petitioner also sought to recover the loss in the book value of his
shares
of stock in Dynetics and his share in the said corporation's unrealized
profits. Although the foregoing may have arisen from the same facts or
circumstances, we cannot simply brush these aside as incidental claims
because only in his personality as a prejudiced stockholder, and not in
his capacity as a mere surety, will petitioner be able to rightly pray
for and be granted these claims.
More importantly, petitioner
became a surety of Dynetics and Chemark because he was then one of the
principal stockholders of Dynetics. This was a requisite of the
creditor
banks. Petitioner's character as surety for Dynetics, therefore, can
even
be traced to and is interlocked with the fact that he is a major
stockholder
of the said corporation. Petitioner himself revealed in his complaint:
"2. On the other
hand,
at various times before the aforesaid controversy between the Marcoses
and Chuidian, Chemark, a subsidiary of Dynetics, obtained various loans
from PCIB, IBAA, SBTC and a consortium of banks [PISO, BPI, RCBC, PCIB,
and LB] the security for which loans were required by said creditor
banks
to include guarantee and/or suretyships coming from the principal
stockholders
of Dynetics and Chemark including plaintiff who had to execute such
guarantees
and/or suretyships in his personal capacity under a joint and several
or
solidary type of obligation."[16][emphasis ours].
It is evident from the
aforequoted averment that petitioner instituted his complaint primarily
as stockholder of Dynetics. Petitioner however, wants us to focus
solely
on his character as surety and his claim for damages as such to remove
the present controversy from Section 5(b) of P. D. 902-A, and
corollarily
from the jurisdiction of the SEC. Petitioner, likewise, assails the
status
of private respondent as stockholder of Dynetics. His contention,
however,
is belied by the allegations in his complaint. As early as 27 May 1985
Philguarantee's representatives were already on the Board of Directors
of Dynetics, constituting the majority thereof. In his complaint,
petitioner
himself stated, that:
"9. At the start of
the second quarter of 1985, the defendant, acting apparently upon the
instructions
of the Marcoses, without assuming formal ownership of the company and
employing
undue power and influence started to gain control of Dynetics. No major
decision or fund disbursement was made without the defendant's consent.
On May 27, 1985, during a stockholders meeting convened at its
proddings,
the defendant had its nominees, namely, Victor Macalincag, Cesar Macuja
and Eduardo Morato [of HSDC] elected and constituted as a majority in
the
board of Dynetics. Out of five members, only four assumed office. The
fourth
member was plaintiffThe fifty member, Manuel Lazaro, then the
President's
Legal Counsel, was nominated and elected but did not assume office.
Chuidian
was ousted as a director although he still had sufficient shares in his
name and control to elect himself."[17][emphasis
ours].
Since both parties in the
case at bar are stockholders of the corporation, jurisdiction over
their
present conflict vests in the SEC pursuant to Sec. 5(b) of P. D. 902-A.
Our task, however, does not end here. As stated in Viray v. CA,[18]
the establishment of any of the relationships in Sec. 5(b) of P. D.
902-A
does not automatically "confer jurisdiction over the dispute on the SEC
to the exclusion of the regular courts." We are quite aware that not
all
disagreements between stockholders or between a corporation and its
stockholder
are intra-corporate in nature. Hence, we proceed to the next test:
whether
or not the nature of the controversy itself is intra-corporate.
Contrary to petitioner's
averments, this is not a simple action for breach of contract. Digging
deeper, the "corporate nature" of the present controversy is eventually
revealed. Petitioner attributes to the SMRA the commitment of private
respondent
to rehabilitate Dynetics and Chemark. This is the reason why, when
private
respondent withdrew the restructuring plans for the rehabilitation of
the
aforementioned corporations, petitioner instituted a complaint for
breach
of contract. The problem with this scenario, however, is that
petitioner
failed to indicate the exact provision where this specific promise is
embodied.
Instead, petitioner presented the letter dated 18 October 1985 sent by
Cesar P. Macuja, Chairman of the Board of Directors of Dynetics and
Executive
Vice-President of private respondent to all the creditor banks of
Dynetics
and Chemark entitled "Proposed Integrated Financial Plan for the
Rehabilitation
of Dynetics, Inc., Asian Reliability Company, Inc. and Chemark Electric
Motors, Inc." The contents of the said letter is hereby reproduced:
"In accordance with
our discussion meetings of 9-11 October 1985, I am submitting to each
one
of you for review and favorable consideration, the Proposed Integrated
Financial Plan for the rehabilitation of the above-mentioned companies.
"As reported to
you,
PHILGUARANTEE has been ceded ownership of these companies and the
success
of our rehabilitation of the business will depend largely on your
approval
to restructure your respective exposures in Dynetics and Chemark. The
basic
restructuring scheme is summarized as follows:
"1. For the
Secured
Creditors of Dynetics. Unpaid interest up to 31 December 1985
will
be capitalized as principal. The consolidated principal amount
(original
principal balance plus capitalized interest) will be repaid within four
(4) years at an interest rate of 14% per annum with a one (1) year
grace
period on principal repayment. These loans will remain as
dollar-denominated
liabilities.
"2. For the
Unsecured
Creditors of Dynetics Unpaid interest up to 31 December 1985 will
be capitalized as principal. The consolidated principal amount
(original
principal balance plus capitalized interest) will be repaid within
seven
(7) years at an interest rate of 1-1/2% over Treasury Bills with two
(2)
years grace period on principal repayment.
"3. For the
Chemark's
Creditors Unpaid interest up to 31 December 1985 will be
capitalized
as principal. The consolidated principal amount (original principal
balance
plus capitalized interest) will be repaid within fifteen (15) years
with
two (2) years grace period on principal repayment at an interest rate
of
10% per annum.
"4. New Equity
Contribution
Since PHIL-GUARANTEE is a government financial institution and not a
venture
capital company, it is proposed that an "Investors Group" be invited to
invest new money of about P44.0 million. "COMMERCIAL
PLAN
"The financial
projections
are prepared on the basis of three (3) divisional commercial plans as
follows:
"a.
Semiconductor
There will be a continuance of the operations of Dynetics, Inc. as a
semi
conductor assembly division with gradual buildup of supply orders from
its 40 major customers with profitable market recovery during 1986.
"b.
PHILGUARANTEE's
acquired assets from ARCI shall be integrated into the operation of
Dynetics
as Integrated Circuits Testing/Tool and Die Fabrication Divisions.
"c. Restart the
operation
of Chemark under the financial assistance from Dynetics in accordance
with
new business opportunities as reflected by letters of intent. "EXPANDED
BOARD
OF DIRECTORS
"It is planned
that
the consolidated operation will have a simple Board of Directors to be
expanded from the present five (5) members to nine (9) members. The
four
(4) new Board representatives are proposed to be nominated from among
the
creditor banks.
"You will also
note
that one of the highlights of the projections, aside from the assumed
restructuring
terms, is a conservative estimate of Dynetics' overall working capital
requirements, of P89.0 Million. This estimate already took into account
Dynetics' financial assistance contemplated for Chemark for about P35.2
million. In this regard, Dynetics management had earlier proposed to
source
this requirement through short-term borrowings. It is nonetheless the
opinion
of PHILGUARANTEE that the right funding mix is a combination of
short-term
borrowings of P45.0 million and fresh equity infusion of the P44.0
million
to be supplied by a proposed "Investors Group." PHILGUARANTEE is
pursuing
this funding mix so as not to overburden Dynetics in terms of financing
cost.
"The Integrated
Financial
Plan amply illustrates the business potential of this group of
companies.
May I therefore reiterate that your decision to go with this plan will
benefit not just the thousands of people depending on these companies
for
livelihood. In more ways than one, your concerted efforts will go a
long
way towards achieving the desired stability of the export electronic
industry
in the Philippines, and should ultimately redound to the benefit of the
private sectors like you.
"Thank you and
regards.
"CESAR P. MACUJA
Chairman of the Board
Executive Vice President
Dynetics,
Incorporated
Phil. Export & Foreign Loan Guarantee Corp.
"cc: Philguarantee
Board
of Directors."[19]
The afore-quoted letter,
to use a worn cliche, reveals beyond the shadow of a doubt that the
proposed
rehabilitation program for the said corporation was made by private
respondent
in its capacity as the majority or controlling stockholder of Dynetics.
The rehabilitation plan was a corporate decision and a corporate
action.
The root of petitioner's complaint therefore, no matter how cleverly
devised
and artfully disguised is plainly a corporate affair and being so,
jurisdiction
over the dispute at bar pertains to the SEC and not to the regular
courts.
We concur with the findings
of the Court of Appeals, thus:
"The private
respondent,
however, vigorously asserts that his case is nothing but an action for
damages arising from breach of contractual obligation committed by
petitioner
in unilaterally withdrawing its agreement to rehabilitate Dynetics and
Chemark. The contention is clever, but unacceptable. The fact remains
that
the claim for damages either depends on, or is inextricably linked
with,
the resolution of the corporate controversies. For instance, the prayer
for moral and exemplary damages is grounded on 'defendant's total bad
faith
and malice knowing fully well that its acts were patently injurious to
the rights and interests of said corporations and its stockholders,
including
plaintiff xxx' Clearly, what private respondent filed
against
petitioner before the court below was an intra-corporate case under the
guise of an action for damages employing civil law terms and phrases."
The teaching of the Court,
en banc, penned by Justice Bellosillo, in the recent case of Andaya vs.
Abadia, et al., 228 SCRA 707, 711, further illumines the issue:
"The allegations
against
herein respondents in the amended complaint unquestionably reveal
intra-corporate
controversies cleverly concealed, although unsuccessfully, by use of
civil
law terms and phrases, xxx While it may be said that the same corporate
acts also give rise to civil liability for damages, it does not follow
that the case is necessarily taken out of the jurisdiction of the SEC
as
it may award damages which can be considered consequential in the
exercise
of its adjudicative powers. Besides, incidental issues that properly
fall
within the authority of a tribunal may also be considered by it to
avoid
multiplicity of actions. Consequently, in intra-corporate matters such
as those affecting the corporation, the issue of consequential damages
may just as well be resolved and adjudicated by the SEC."
[emphasis supplied].[20]
In view of the foregoing,
the declaration in Union Glass and Container Corp. vs. SEC.[21]
is appropriately recalled:
"xxx The principal
function of the SEC is the supervision and control over corporations,
partnerships
and associations with the end in view that investment in these entities
may be encouraged and protected and their activities pursued for the
promotion
of economic development. It is in aid of this office that the
adjudicative
power of the SEC must be exercised. Thus, the law explicitly specified
and delimited its jurisdiction to matters intrinsically connected with
the regulation of corporations, partnerships and associations and those
dealing with the internal affairs of such corporations, partnerships or
associations." [emphasis ours].
WHEREFORE, premises considered,
the petition for review on certiorari is hereby DENIED.
SO ORDERED.cralaw:red
Bellosillo, Vitug and
Hermosisima, JJ., concur.
Padilla, J.,
is on leave.cralaw:red
_____________________________________
Endnotes
[1]
Rollo, p. 13.
[2]
Id., at 106.
[3]
Id., at 14.
[4]
Id., at 180-183.
[5]
Rollo, p. 120.
[6]
Original Records, p. 119.
[7]
Rollo, p. 44.
[8]
Id., at 46.
[9]
Id., at 18.
[10]
Id., at 18.
[11]
Id., at 83.
[12]
Id., at 26.
[13]
Allejo v. CA, 240 SCRA 495 [1995]; Macapalan v. Katalbas-Moscardon, 227
SCRA 49 [1993]; A & A Continental Commodities Phils., Inc. v. SEC,
225 SCRA 341 [1993]; Viray v. CA, 191 SCRA 308 (1990); Malayan
Integrated
Corp. v. Mendoza, 154 SCRA 548 [1987].
[14]
Viray v. CA, 191 SCRA 380 [1990]; See also, Torio v. CA, 230 SCRA 626
[1994]
and Mainland Construction Co., Inc. v. Movilla, 250 SCRA 290 [1995].
[15]
Rollo, p. 104.
[16]
Id., at 114.
[17]
Id., at 107.
[18]
See note 14.
[19]
Rollo, pp. 123-125.
[20]
Rollo, pp. 43-44.
[21]
126 SCRA 31 [1983]. |