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[G.R. No. 123238.� July 11, 2005]
PAL vs. CA
SECOND DIVISION
Sirs/Mesdames:
Quoted hereunder, for your information, is a resolution of this Court dated JUL 11 2005.
G.R. No. 123238 (Philippine Airlines, Inc. vs. Court of Appeals, et al.)
Before us is a Motion For Suspension of Proceedings filed by petitioner Philippine Airlines, Inc. (PAL) dated 14 July 1998, praying that the proceedings in the instant Petition for Review on Certiorari be suspended by virtue of the Securities and Exchange Commission's (SEC's) orders [1] cralaw dated 23 June 1998 and 01 July 1998, appointing an Interim Rehabilitation Receiver and enjoining the suspension of all claims for payment against petitioner, respectively.
On 25 November 1981, private respondents spouses Manuel S. Buncio and Aurora Buncio, Deanna R. Buncio, and Nikolai R. Buncio filed before the Court of First Instance (now Regional Trial Court) of Quezon City, Branch 90, a complaint for damages based on breach of contract of carriage against petitioner PAL, docketed as Civil Case No. Q-33893. [2] cralaw
On 02 April 1990, after trial, the trial court rendered a decision finding petitioner liable for damages. [3] cralaw
Petitioner appealed the decision to the Court of Appeals.
In a decision dated 20 December 1995, the Court of Appeals affirmed in toto the decision of the trial court. [4] cralaw
Undaunted, petitioner filed the instant petition for review on certiorari under Rule 45 of the Rules of Court on 21 February 1996. [5] cralaw
During the pendency of the petition for review, petitioner filed with the SEC a Petition for the Approval of Rehabilitation Plan and for Appointment of a Rehabilitation Receiver on 19 June 1998. [6] cralaw
In an order, [7] cralaw dated 23 June 1998, the SEC approved petitioner's petition. Thereafter, on 01 July 1998, it issued an order [8] cralaw enjoining the suspension of all claims for payment against petitioner.
By reason thereof, petitioner filed before this Court the instant Motion for Suspension of Proceedings [9] cralaw on 23 July 1998 invoking Section 6(c) of Presidential Decree (P.D.) No. 902-A. Said section provides, in part:
That upon appointment of management committee, rehabilitation receiver, board or body, pursuant to this Decree, all actions for claims against corporations, partnerships or associations under management or receivership pending before any court, tribunal, board or body shall be suspended accordingly.
On 19 October 1998, the First Division of the Court required private respondents spouses Manuel S. Buncio and Aurora Buncio, Deanna R. Buncio, and Nikolai R. Buncio to comment on the motion to suspend proceedings. [10] cralaw
On 04 December 1998, private respondents filed their comment/opposition to said motion.
On 20 October 2003, the case was transferred to the Second Division.
In a resolution dated 08 November 2004, the Court required the parties and the SEC to manifest whether or not petitioner corporation was still under receivership. [11] cralaw The parties and the SEC manifested that petitioner's rehabilitation is ongoing, with Mr. Renato Z. Francisco as its Permanent Rehabilitation Receiver. [12] cralaw
Invoking Section 6(c) of P.D. No. 902-A and the case of Bank of the Philippine Islands v. Court of Appeals, [13] petitioner contends that upon the appointment of a management committee or rehabilitation receiver, all actions for claims against corporations, partnerships or associations are automatically stayed. It likewise argued that the suspension of the proceedings will enable the rehabilitation receiver to effectively exercise his powers, free from any judicial or extrajudicial interference that might unduly hinder its recovery.
On the other hand, private respondents opposed the motion on the following grounds:
1)� that the instant motion has no legal or valid justification;
2)� that the filing of the motion is merely intended to further delay the termination of the case and that this case would not have reached this Court had petitioner acknowledged its liability and had it not engaged in the game of technicalities;
3)� that the action was commenced long before the receivership, thus, even assuming that the case falls within the legal concept of receivership, no leave of the SEC is required to proceed with the instant action;
4)� that the SEC is an administrative body or tribunal with limited jurisdiction, and as such could only wield such powers that are specifically granted to it by law, hence its jurisdiction should be interpreted in strictissimi juris;
5)� that the appointment of a receiver is not intended to divest the Court of its authority to finally adjudicate this case.
The pertinent provisions of law dealing with the suspension of actions for claims against corporations are Section 5 and Section 6(c) of P.D. No. 902-A, [14] cralaw as amended, which read:
SECTION 5. In addition to the regulatory adjudicative functions of the Securities and Exchange Commission over corporations, 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:
d)����� Petitions of corporations, partnerships or associations to be declared in the state of suspension of payments in cases where the corporation, partnership or association possesses sufficient property to cover all 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 of a rehabilitation receiver or management committee created pursuant to this Decree.
SECTION 6. In order to effectively exercise such jurisdiction, the Commission shall possess the following:
c)����� To appoint one or more receivers of the property, real or personal, which is the subject of the action pending before the Commission in accordance with the pertinent provisions of the Rules of Court in such other cases whenever necessary in order to preserve the rights of the parties-litigants and /or protect the interest of the investing public and creditors:.. Provided, finally, That upon appointment of a management committee, the rehabilitation receiver, board or body, pursuant to this Decree, all actions for claims against corporations, partnerships, or associations under management or receivership pending before any court, tribunal, board or body shall be suspended accordingly. (underlining supplied)
In BF Homes, Incorporated v. Court of Appeals, [15] cralaw although the collection suit against the corporation was still at its initial stage in the Regional Trial Court when its Petition for Rehabilitation and for a Declaration in a State of Suspension of Payments was approved by the SEC, we ruled therein that suspension of the action was in order.
The rationale behind the suspension of claims pending rehabilitation proceedings was elaborated thus:
In light of these powers, the reason for suspending actions for claims against the corporation should not be difficult to discover. It is not really to enable the management committee or rehabilitation receiver to substitute the defendant in any pending action against it before any court, tribunal, board or body. Obviously, the real justification is to enable the management committee or rehabilitation receiver to effectively exercise its/his powers free from any judicial or extra judicial interference that might unduly hinder or prevent the "rescue" of the debtor company. To allow such other action to continue would only add to the burden of the management committee or rehabilitation receiver, whose time, effort and resources would be wasted in defending claims against the corporation instead of being directed toward its restructuring and rehabilitation. (Emphasis supplied)
In Rubberworld (Phils.), Inc. v. NLRC, [16] cralaw Rubberworld (Phils.) was placed under a management committee by the SEC. Subsequently, the alleged employees of Rubberworld (Phils.) filed before the labor arbiter suits for illegal dismissal, unfair labor practice, damages and payment of other benefits. On the strength of the SEC order placing it under a management committee, Rubberworld (Phils.) moved to suspend the proceedings of the labor cases. The labor arbiter denied the motion holding that the injunction contained in the SEC order applied only to the enforcement of established rights and did not include suspension of proceedings involving claims against Rubberworld (Phils.) which have yet to be ascertained. The Labor Arbiter further held that the order of the SEC suspending all actions for claims against Rubberworld (Phils.) did not cover the claims of employees in the labor cases because said claims, and the concomitant liability of Rubberworld (Phils.), are still to be determined, thus carrying no dissipation of the assets of the latter. This Court brushed aside the Labor Arbiter's posture and held that the actions of the workers before the labor arbiter are among the actions that are suspended upon the placing of the employer-corporation under management committee. The Court in unequivocal language enunciated:
Clearly, the applicable law is P.D. 902-A, as amended, the relevant provisions of which read:
. . .
It is plain from the foregoing provisions of law that "upon the appointment by the SEC of a management committee or rehabilitation receiver," all actions for claims against the corporation pending before any court, tribunal or board shall ipso jure be suspended. (underlining supplied)
The Court continued:
. . . The law is clear: upon the creation of a management committee or the appointment of a rehabilitation receiver, all claims for actions "shall be suspended accordingly." No exception in favor of labor claims is mentioned in the law. Since the law makes no distinction or exemptions, neither should this Court. Ubi lex non distinguit nec nos distinguere debemos.
In Philippine Airlines v. Kurangking, [17] cralaw a case involving a suit for damages for breach of contract of carriage filed against PAL by some of its passengers before the case could be heard on pre-trial, PAL, claiming to have suffered serious business losses, filed a petition for the appointment of a rehabilitation receiver. The petition was approved by the SEC and accordingly a management committee was created. Thereupon, PAL moved for the suspension of the proceedings in the suit for damages. The trial court denied the motion on the ground that the claims of the passengers were yet to be established. Rejecting the stance of the trial court, we pronounced that upon appointment of a rehabilitation receiver for the distressed corporation, pending proceedings before the trial court against such corporation must be suspended.
On all fours with the instant motion is our Resolution in Philippine Airlines, Inc. v. NLRC, et al. [18] PAL assailed via petition for certiorari under Rule 65 of the Rules of Court the decision of the NLRC awarding separation pay to Aida Quijano, an employee of PAL. During the pendency of the petition, PAL filed a Motion for Suspension of Proceedings by virtue of the SEC order which appointed an Interim Rehabilitation Receiver for PAL. The First Division of this Court noted the motion. The case was subsequently unloaded to the Third Division of the Court. The Third Division required the parties to submit memoranda and to address the question of whether or not the Court should render judgment during the state of suspension of claims. In its memorandum, PAL was of the position that the continuance of actions for claims during receivership would add to the burden of the rehabilitation receiver. It maintained that if such claim were granted, the employee, as a money judgment creditor, would be in a position to assert a preference over other creditors. On the other hand, the employee contended that the claim for separation pay may be awarded despite the existence of receivership since said claim was secured by the supersedeas bond posted by petitioner. The employee also argued that the suspension of proceedings provided in Section 6(c) of P.D. 902-A pertains to actions for claims against corporations placed under receivership and not to petitions for certiorari initiated by the corporation under receivership. In a resolution dated 04 September 2000, the Court granted PAL's motion ratiocinating in this manner:
In Rubberworld (Phils.), Inc. v. NLRC, we held that worker's claim before the NLRC and labor arbiters are included among the actions suspended upon the placing under receivership of the employer-corporations. Although strictly speaking, the ruling in Rubberworld dealt with actions for claims pending before the NLRC and labor arbiters, we find that the rationale for the automatic suspension therein set out would apply to the instant case where the employee's claim was elevated on certiorari before this Court. . . .
The Court holds that rendition of judgment while petitioner is under a state of receivership could render violence to the rationale for suspension of payments in Section 6 (c) of P.D. 902-A, if the judgment would result in the granting of private respondent's claim to separation pay, thus defeating the basic purpose behind Section 6 (c) of P.D. 902-A which is to prevent dissipation of the distressed company's resources. (Underlining supplied)
In sum, upon the appointment by the SEC of a management committee or a rehabilitation receiver, all actions for claims against a corporation pending before any court, tribunal or board shall ipso jure be suspended in whatever stage such actions may be found. No other action may be taken, including the rendition of judgment during the state of suspension. It must be stressed that what are automatically stayed or suspended are the proceedings of a suit and not just the payment of claims during the execution stage after the case had become final and executory. Our adherence to this rule has been unswerving and tenacious as evidenced by its application in a plenitude of cases. [19] cralaw
The suspension of action for claims against a corporation under rehabilitation receiver or management committee embraces all phases of the suit, be it before the trial court or any tribunal or before this Court. Furthermore, the actions that are suspended cover all claims against a distressed corporation whether for damages founded on a breach of contract of carriage, labor cases, collection suits or any other claims of a pecuniary nature. [20] cralaw
Indeed, it is not difficult to discern the justification of the automatic suspension of actions during receivership. Permitting such actions to proceed would only increase the work-load of the management committee or the rehabilitation receiver, whose precious time and effort would be dissipated and wasted in defending suits against the corporation, instead of being channeled toward restructuring and rehabilitation.
We are not prepared to depart from the well-established doctrines.
As to private respondents' allegation that the instant motion is intended to merely delay the case, the same is unmeritorious since it is the law which categorically mandates the suspension of the proceedings before the courts.
IN VIEW THEREOF, petitioner's Motion for Suspension of Proceedings dated 14 July 1998 is GRANTED.
Very truly yours,
(Sgd.) LUDICHI YASAY-NUNAG
Clerk of Court
Endnotes:
[1] cralaw Records, pp. 83-87, 88-89.
[2] cralaw Records, p. 9.
[3] cralaw Records, p. 43
[4] cralaw Records, pp. 7-19.
[5] cralaw Records, p. 43.
[6] cralaw Records, p. 110.
[7] cralaw Records, pp. 83-87.
[8] cralaw Records, pp. 88-89.
[9] cralaw Records, pp. 72-74.
[10] cralaw Records, p. 90.
[11] cralaw Rollo, p. 98.
[12] cralaw Rollo, pp. 99-112.
[13] cralaw G.R. No. 97178, 10 January 1994, 229 SCRA 223.
[14] cralaw On 15 December 2000, the Supreme Court, in A.M. No. 00-8-10-SC, adopted the Interim Rules of Procedure on Corporate Rehabilitation and directed to be transferred from the SEC to Regional Trial Courts all petitions for rehabilitation filed by corporations, partnerships, and associations under P.D. 902-A in accordance with the amendatory provisions of Republic Act No. 8799. The rules require trial courts to issue, among other things, a stay order in the "enforcement of all claims, whether for money or otherwise, and whether such enforcement is by court action or otherwise," against the corporation under rehabilitation, its guarantors and sureties not solidarity liable with it.
Although the jurisdiction of SEC over rehabilitation and suspension of payments cases was transferred to the Regional Trial Courts pursuant to Republic Act 8799, otherwise known as The Securities Regulation Code, which took effect on 8 August 2000, the SEC, pursuant to Section 5.2 of the same law, retains jurisdiction over pending suspension of payments/rehabilitation cases filed as of 30 June 2000 until finally disposed.
[15] cralaw G.R. No. 76879, 03 October 1990, 190 SCRA 262.
[16] cralaw G.R. No. 126773, 14 April 1999, 305 SCRA 721.
[17] cralaw G.R. No. 146698, 24 September 2002, 389 SCRA 588.
[18] cralaw G.R. No. 123294, 04 September 2000.
[19] cralaw BF Homes, Inc. v. Court of Appeals, G.R. No. 76879, 03 October 1990, 190 SCRA 262; Rubberworld (Phils.) Inc. v. NLRC, G.R. No. 126773, 14 April 1999, 305 SCRA 721; Alemar's Sibal and Sons, Inc. v. Elbinias, G.R. No. 75414, 04 June 1990, 186 SCRA 94; Bank of the Philippine Islands v. Court of Appeals, G.R. No. 97178, 10 January 1994, 229 SCRA 223; Philippine Airlines v. Kurangking, G.R. No. 146698, 24 September 2002, 389 SCRA 588; Philippine Airlines v. NLRC, G.R. No. 123294, 04 September 2000 (Resolution).
[20] cralaw Finasia Investments and Finance Corp. v. Court of Appeals, G.R. No. 107002, 07 October 1994, 237 SCRA 446.
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