Please take notice that the Court, Second Division, issued a Resolution dated 25 January 2012 which reads as follows:cralaw
G.R. No. 197678 (A. Golingan Corporation, represented by Adriano Golingan, Jr. v. Banco De Oro Unibank, Inc. and the Court of Appeals) — Before this Court is a Motion for Reconsideration filed by petitioner A. Golingan Corporation (Golingan Corp.). Petitioner argues that the Court of Appeals (CA) rendered its assailed 7 February 2011 Decision and 12 May 2011 Resolution without due process and in disregard of the laws on corporate rehabilitation. Petitioner anchors its contention on the following grounds: (a) the subject properties had been assigned by Adriano Golingan and his wife (Spouses Golingan) to Golingan Corp.; (b) it obtained the subject loan through Spouses Golingan in a fiduciary capacity and for its benefit; and (c) the foreclosure of the mortgage on the subject properties will defeat the purpose of the rehabilitation. These arguments cannot be sustained, as Section 1 of the Interim Rules of Procedure on Corporate Rehabilitation - the law governing the Petition for Corporate Rehabilitation - clearly states that the Rules apply to "petitions for rehabilitation filed by corporations, partnerships, and associations." In this regard, this Court's ruling in Lee v. Bangkok Bank (G.R. No. 173349, 9 February 2011) is instructive:
Pivotal to the resolution of the instant case is whether the subject properties owned by the spouses Lee were subject to the February 20, 1998 [Securities and Exchange Commission (SEC)] Suspension Order. On the one hand, the CA held and found these to be subject to the Suspension Order. The [Regional Trial Court], on the other hand, found contrariwise in that the assailed [Real Estate Mortgage] and foreclosure sale did not violate the SEC Suspension Order.
xxx xxx xxx
Private individuals and their privately owned properties cannot be placed under the jurisdiction of the SEC in a petition for suspension of payments
In Chung Ka Bio v. Intermediate Appellate Court, this Court resolved in the negative the issue of whether private individuals can file with the SEC petitions for declaration in a state of suspension of payments. We held that Sec. 5(d) of PD 902-A clearly does not allow a mere individual to file the petition, which is limited to "corporations, partnerships or associations."
xxx xxx xxx
Here, it is undisputed that the petition for suspension of payments was collectively filed by the five corporations owned by the Lee family. It is likewise undisputed that together with the consolidated petition is a list of properties, which included the subject Antipolo properties owned by Samuel and Pauline Lee. The fact, however, that the subject properties were included in the list submitted to the SEC does not confer jurisdiction on the SEC over such properties. It is apparent that even if the members of the Lee family are joined as co-petitioners with the five corporations, still, this could not confer jurisdiction on the SEC over the Lee family members—as private individuals—nor could this affect their privately owned properties.
Further, the fact that the debts of MDEC and MHI to Bangkok Bank are secured by the Lee family through the guarantees will not likewise put the Lee family and their privately owned properties under the jurisdiction of the SEC through the consolidated petition for suspension of payments. (Emphasis supplied.)
It is well-settled that a. corporation maintains a separate legal personality from that of the individual stockholders. Thus, in Sulo ng Bayan v. Gregorio Araneta, Inc. [72 SCRA 347 (1976)], this Court held:
[A] corporation is a distinct legal entity to be considered as separate and apart from the individual stockholders or members who compose it, and is not affected by the personal rights, obligations and transactions of its stockholders or members. ..[A] corporation ordinarily has no interest in the individual property of its stockholders unless transferred to the corporation, "even in the case of a one-man corporation. The mere fact that one is president of a corporation does not render the property which he owns or possesses the property of the corporation, since the president, as individual, and the corporation are separate entities. (Emphasis supplied.)
Following the ruling in Lee, the allegation that Spouses Golingan had assigned the subject properties in favor of Golingan Corp. and executed a third-party mortgage to secure the loan obligations of the corporation did not automatically make it the owner thereof, especially since it admitted that these properties had been assigned to it by the spouses to stand as collateral. Clearly, the intent of Spouses Golingan was only to have their properties serve as guaranty for the loan, and not to transfer ownership thereof. This intention was supported by the fact that the titles to the properties remained registered in their name, and were not cancelled and transferred in favor of the corporation. Therefore, the CA did not commit any grave abuse of discretion in excluding these properties from the Stay Order.
Finally, petitioner maintains the existence of a validly notarized Secretary's Certificate. However, an examination thereof, as well as of the Verification/Certification itself, readily reveals several defects in these documents, such as the absence of a photographically reproducible mark, image or impression of the official seal (2004 Rules on Notarial Practice, Rule VII, Section 3); the serial number of the commission of the notary public; and his office address [Rule VIII, Sec. 2 (b) and (c)]. Aside from these, the Petition also lacked registry receipts and proof of service upon the private respondent.
In any event, these technical defects were not the only bases for the dismissal of the Petition. As discussed above, the allegations therein were insufficient to show substantive basis to hold that the CA committed grave abuse of discretion warranting this Court's exercise of its power of review.cralaw
WHEREFORE, the Motion for Reconsideration is DENIED. The 7 February 2011 Decision and 12 May 2011 Resolution of the Court of Appeals are hereby AFFIRMED with FINALITY. No further pleadings shall be allowed. (Perlas-Bernabe, J., additional member vice Brion, J., per Special Order No. 1174 dated 9 January 2012)
Very truly yours,
(Sgd.) TERESITA AQUINO TUAZON
Deputy Division Clerk of Court