G.R. No. 184622, July 03, 2013 - PHILIPPINE OVERSEAS TELECOMMUNICATIONS CORPORATION (POTC) AND PHILIPPINE COMMUNICATIONS SATELLITE CORPORATION (PHILCOMSAT), Petitioners, v. VICTOR AFRICA, ERLINDA I. BILDNER, SYLVIA K. ILUSORIO, HONORIO POBLADOR III, VICTORIA C. DELOS REYES, JOHN BENEDICT SIOSON, AND JOHN/JANE DOES. Respondents.; G.R. Nos. 184712-14 - PHILIPPINE OVERSEAS TELECOMMUNICATIONS CORPORATION (POTC) AND PHILIPPINE COMMUNICATIONS SATELLITE CORPORATION (PHILCOMSAT), Petitioners, v. HON. JENNY LIN ALDECOA-DELORINO, PAIRING JUDGE OF THE REGIONAL TRIAL COURT OF MAKATI CITY-BRANCH 138, VICTOR AFRICA, PURPORTEDLY REPRESENTING PHILCOMSAT, AND JOHN/JANE DOES, Respondents.; G.R. No. 186066 - PHILCOMSAT HOLDINGS CORPORATION, REPRESENTED BY CONCEPCION POBLADOR, Petitioner, v. PHILIPPINE COMMUNICATIONS SATELLITE CORPORATION (PHILCOMSAT), REPRESENTED BY VICTOR AFRICA, Respondents.; G.R. No. 186590 - PHILCOMSAT HOLDINGS CORPORATION, REPRESENTED BY ERLINDA I. BILDNER, Petitioner, v. PHILCOMSAT HOLDINGS CORPORATION, REPRESENTED BY ENRIQUE L. LOCSIN, Respondent.
FIRST DIVISION
G.R. No. 184622, July 03, 2013
PHILIPPINE OVERSEAS TELECOMMUNICATIONS CORPORATION (POTC) AND PHILIPPINE COMMUNICATIONS SATELLITE CORPORATION (PHILCOMSAT), Petitioners, v. VICTOR AFRICA, ERLINDA I. BILDNER, SYLVIA K. ILUSORIO, HONORIO POBLADOR III, VICTORIA C. DELOS REYES, JOHN BENEDICT SIOSON, AND JOHN/JANE DOES. Respondents.
G.R. Nos. 184712-14
PHILIPPINE OVERSEAS TELECOMMUNICATIONS CORPORATION (POTC) AND PHILIPPINE COMMUNICATIONS SATELLITE CORPORATION (PHILCOMSAT), Petitioners, v. HON. JENNY LIN ALDECOA-DELORINO, PAIRING JUDGE OF THE REGIONAL TRIAL COURT OF MAKATI CITY-BRANCH 138, VICTOR AFRICA, PURPORTEDLY REPRESENTING PHILCOMSAT, AND JOHN/JANE DOES, Respondents.
G.R. No. 186066
PHILCOMSAT HOLDINGS CORPORATION, REPRESENTED BY CONCEPCION POBLADOR, Petitioner, v. PHILIPPINE COMMUNICATIONS SATELLITE CORPORATION (PHILCOMSAT), REPRESENTED BY VICTOR AFRICA, Respondent.
G.R. No. 186590
PHILCOMSAT HOLDINGS CORPORATION, REPRESENTED BY ERLINDA I. BILDNER, Petitioner, v. PHILCOMSAT HOLDINGS CORPORATION, REPRESENTED BY ENRIQUE L. LOCSIN, Respondent.
D E C I S I O N
BERSAMIN, J.:
(a) G.R. No.184622 - the appeal from the dismissal by the Sandiganbayan of the petitioners’ complaint for injunction docketed as Civil Case No. 0198 on the ground that the Sandiganbayan had no jurisdiction over the issue due to its being an intra-corporate dispute; (b) G.R. No.184712-14 and G.R. No. 186066 - the appeals of the Locsin Group (in representation of Philippine Overseas Telecommunications Corporation (POTC), Philippine Communications Satellite Corporation (PHILCOMSAT), and Philcomsat Holdings Corporation (PHC) from the consolidated decision the Court of Appeals (CA) promulgated on September 30, 2008 in C.A.-G.R. SP No. 101225, C.A.-G.R. SP No. 98097 and C.A.-G.R. SP No. 98399; and (c) G.R. No. 186590 - the appeal of the Ilusorio Group seeking the reversal of the decision promulgated by the CA on July 16, 2008 in C.A.-G.R. SP No. 102437.
With 39.92% of the POTC shareholdings under its control, the PCGG obtained three out of the seven seats in the POTC Board of Directors. At the time, Manuel Nieto, Jr. was the President of both POTC and PHILCOMSAT. However, Nieto, Jr. had a falling out with other stockholders. To keep control of the POTC and PHILCOMSAT, Nieto, Jr. aligned with the PCGG nominees to enable him to wrest four out of seven seats in the POTC Board of Directors and five out of the nine seats in the PHILCOMSAT Board of Directors. Thus, Nieto, Jr. remained as the President of POTC and PHILCOMSAT.7cralaw virtualaw library
Owner % of ShareholdingsIlusorio, Africa, Poblador, Benedicto and Ponce Enrile Families 46.39%PCGG (IRC and Mid-Pasig) 39.92%Nieto Family 13.12%Elizalde Family 0.57%Total 100.00%
WHEREAS, this Compromise Agreement covers the full, comprehensive and final settlement of the claims of the GOVERNMENT against ILUSORIO in Civil Case No. SB-009, pending before the Third Division of the Sandiganbayan; the Cross-Claim involving several properties located in Parañaque, Metro Manila; and the Third-Party Complaint filed by ILUSORIO, in the same case, involving the Five Thousand Four Hundred (5,400) shares of stocks registered in the names of Mid-Pasig Land Development Corporation (MLDC) and Independent Realty Corporation (IRC), respectively, in the Philippine Overseas Telecommunications Corporation (POTC);chanr0blesvirtualawlibraryPresident Ramos approved the compromise agreement, and directed its submission to the Sandiganbayan for approval through his marginal note dated October 5, 1996.12cralaw virtualaw library
x x x x
WHEREFORE, and as prayed for in the Motion dated June 3, 1998, which is hereby granted.The result was the redistribution of the POTC shareholdings as follows:
1. The foregoing Compromise Agreement dated June 28, 1996 executed by and between the plaintiff and defendant Potenciano T. Ilusorio is hereby approved, the same not being contrary to law, good morals and public policy. The parties thereto are hereby enjoined to strictly abide by and comply with the terms and conditions of the said Compromise Agreement.
2. The complaint as against defendant Potenciano T. Ilusorio only in the above-entitled case No. 0009 is hereby dismissed.
3. The Motions for Injunction and Contempt, respectively, filed by defendant Potenciano T. Ilusorio against the Government/PCGG, its officers and agents, in Civil Case No. 0009 are hereby withdrawn;chanr0blesvirtualawlibrary
4. The Third-Party Complaint and the Cross-Claim of defendant Potenciano T. Ilusorio are hereby dismissed; and
5. The Board of Directors, President and Corporate Secretary of the Philippine Overseas Telecommunications Corporation are hereby ordered to issue the corresponding stock certificates to, and in the names of Potenciano T. Ilusorio, Mid-Pasig Land Development Corporation, and Independent Realty Corporation, respectively.13cralaw virtualaw library
The Ilusorio Family’s shareholding became 18.12%, while that of the PCGG (through IRC and Mid-Pasig) was reduced to 34.94%. With its reduced shareholdings, the PCGG’s number of seats in the POTC Board settled at only two. The Ilusorio Family continued its alliance with the Africa, Poblador, Benedicto and Ponce Enrile Families. In effect, the compromise agreement tilted the control in POTC, PHILCOMSAT and PHC, such that the alliance between the Nieto Family and the PCGG, theretofore dominant, became the minority.14cralaw virtualaw library
Owner % of ShareholdingsIlusorio, Africa, Poblador, Benedicto and Ponce Enrile Families 51.37%PCGG (IRC and Mid-Pasig) 34.94%Nieto Family 13.12%Elizalde Family 0.57% Total 100.00%
WHEREFORE, premises considered, third-party defendant Mid-Pasig’s Motion to Vacate Resolution Approving Compromise Agreement dated August 16, 1998 and third party defendant Independent Realty Corporation's Manifestation and Motion dated October 2, 1998 and the redundant and inappropriate concurrence of the PCGG and the OSG are hereby denied for lack of merit.In compliance with the resolution, POTC Corporate Secretary Victoria de los Reyes effected the cancellation of the shares registered in the names of IRC and Mid-Pasig and issued Certificate of Stocks No. 131 covering the 4,727 POTC shares in the name of the Republic. Thereafter, Certificate of Stocks No. 131 was transmitted to then Chief Presidential Legal Counsel and PCGG Chairman Magdangal Elma, who acknowledged receipt. Through its resolution dated January 12, 2000, the Sandiganbayan noted the POTC Corporate Secretary’s compliance.30cralaw virtualaw library
The Court also declares all POTC shares in the name of Mid-Pasig and IRC as null and void. Accordingly, out of the 5,400 POTC shares, six hundred seventy three (673) is hereby directed to be issued in the name of Potenciano Ilusorio and four thousand seven hundred twenty seven (4,727) in the name of the Republic of the Philippines. The Board of Directors, President and Corporate Secretary of the POTC are hereby ordered to comply with this requirement within ten (10) days from receipt of this Resolution.29cralaw virtualaw library
PREMISES CONSIDERED, the Commission in the exercise of its regulatory authority over corporations and associations registered with it hereby issues the following directives:cralawlibraryBy letter dated January 8, 2004, Philip Brodett and Locsin communicated to the SEC that:
1. The board of directors, responsible officers of Philcomsat Holdings, Inc (PHI) (sic) shall organize a COMELEC composed of three members within ten (10) days from date of actual receipt of this Order. One member to be nominated by the group of Atty. Jose Ma. Ozamiz, the second member to be nominated by the group of either Mr. Manuel H. Nieto or Mr. Carmelo P. Africa, Jr. and the third member a neutral party, to be jointly nominated by both groups. Failure on the part of the contending parties to designate their common nominee, the SEC shall be constrained to designate the neutral party.
x x x x.41cralaw virtualaw library
1. PHC and its directors and officers are not averse to the holding of meetings of its stockholders annually. PHC's inability to hold its annual stockholders’ meeting in the past years can be attributed to the following: previous attempts of the group of Mesdames Cristina Ilusorio and Sylvia Ilusorio and Mr. Carmelo Africa (for brevity the “Ilusorio Group”) to control PHC without legal basis; delay in the completion of PHC's audited financial statements for the years 2001, 2002 and 2003 was caused by the Ilusorio Group and the pending dispute as to who between the Ilusorio Group, on one hand, and the group of Ambassador Manuel Nieto, Jr. Philippine Government, on the other, properly constitutes the governing board of directors and officers of the parent companies of PHC's, namely the Philcomsat and POTC;chanr0blesvirtualawlibraryOn May 6, 2004, the SEC ruled as follows:cralawlibrary
Considering the aforesaid pending dispute as to who really controls the mother companies of PHC, it would be advisable and practicable that the annual meetings of the stockholders and the election of the directors and officers of Philcomsat and POTC should precede those of PHC. In view thereof, and for practical reasons and good order's sake, it was suggested that perhaps the Commission should direct the holding of the annual stockholders' meetings and election of directors and officers of both Philcomsat and POTC at a date or dates prior to those of PHC.
x x x x
4. x x x. Considering the foregoing, it is believed and humbly submitted that the 'COMELEC' directed to be organized under the Order is unnecessary considering that its would-be functions (we note that the Order did not state what are the functions of said COMELEC) can and will be performed by the Nomination Committee and the special committee of inspectors.
Considering the foregoing, it is respectfully requested and prayed that the said Order dated 5 January 2004 of the Commission be reconsidered and set aside. To enable PHC to hold an orderly and controversy-free meeting of its stockholders and election of directors this year, it is likewise requested that the Commission first direct and cause PHC's parent companies, namely Philcomsat and POTC, to hold their respective stockholders' meeting and election and directors and officers prior to those of PHC.42cralaw virtualaw library
1. The board of directors, responsible officers of Philcomsat Holdings, Corporation (“PHC”) shall immediately convene the COMELEC to consider the proposed election and annual meeting of subject corporation.On June 7, 2004, the SEC received PCGG’s comment through Commissioner Victoria A. Avena, to wit:
2. The board of directors and other responsible PHC officers are also enjoined to prepare proper notices of the intended annual meeting and all the necessary documents required by Section 20 of the SRC rules within the stated period provided thereunder in time for the scheduled annual meeting set by the Commission.
3. For the purpose of the meeting, Attys. Myla Gloria C. Amboy and Nicanor Patricio are hereby designated as the SEC representatives to observe the PHC meeting.
4. The PHC and all its responsible directors or officers are hereby directed to hold a meeting for the purpose of conducting the election of the board of directors of the PHC on 28 May 2004 at 10:00 a.m. To be held at the principal office of the corporation.
5. Failure on the part of the authorized person to set/call the meeting within five (5) days from date hereof, Atty. Ozamiz shall be authorized to call the meeting and to provide other stockholders with notice required under the Corporation Code, the Securities Regulation Code and By-laws of the corporation. In such event, Atty. Ozamiz shall preside in said meeting until at least a majority of the PHC stockholders present shall have chosen one of their members as the presiding officer in the meeting.
6. The board of directors and authorized officers of PHC are hereby directed for the last time to submit the calendar of activities for the forthcoming meeting within five (5) days from date of this Order. The petitioning stockholder, Atty. Ozamiz, is likewise directed to submit his proposed calendar of activities which shall be used in case of failure on the part of PHC to submit the aforesaid calendar.43cralaw virtualaw library
1. For the sake of accuracy, we respectfully draw attention to the fact that Messrs. Enrique L. Locsin and Manuel Andal are nominee-directors representing the Republic of the Philippines, through the PCGG, in the board of directors of the Philippine Overseas Telecommunications Corporation (“POTC”) and the board of directors of Philippine Communications Satellite Corporation (“Philcomsat”), but not of Philcomsat Holdings Corporation (“PHC”). The third government nominee-director in Philcomsat is Mr. Julio Jalandoni. In February of 2004, Mr. Guy de Leon was nominated by President Gloria Macapagal-Arroyo as a third director for POTC in the event elections.On July 8, 2004, the SEC directed thuswise:cralawlibrary
2. Based on the records of PCGG, it is true and correct that POTC has not held an uncontested annual meeting since its last uncontested stockholders' meeting in the year 1999.
3. Based on records of PCGG, it is true and correct that Philcomsat has not had an uncontested annual meeting since its special stockholders' meeting in the year 2000.
4. The Republic owns forty percent (40%) of the outstanding capital stock of POTC; Philcomsat is a wholly-owned subsidiary of POTC; and Philcomsat owns approximately eighty-five percent (85%) of the outstanding capital stock of PHC.
5. Because of the non-holding of elections for the board of directors of POTC, Philcomsat and PHC, the incumbent respective boards thereof have been holding office as “hold-over” directors, and opposing stockholders have contested their legitimacy.
6. The incumbent board of directors having actual corporate control of POTC and Philcomsat have invited government nominee-directors Messrs. Locsin and Andal, and Mr. Julio Jalandoni in respect of Philcomsat, to respectively occupy seats in said boards rendered vacant by resignations.
7. However, Messrs. Locsin, Andal and Jalandoni have not physically and actually assumed said positions, because of their request for assumption thereof on the basis of election for the board of directors through stockholders' meetings for the purpose.
8. In view of the ownership structure of POTC, Philcomsat and PHC and the rump boards that have resulted over the years, the more judicious mode towards a truly fair election of directors based on an accurate identification of stockholder representation in PHC (including in respect of government shares) would be to determine issues of representation in Philcomsat and POTC.
9. Accordingly, annual stockholders' meetings and election of directors of the board must first be held for POTC, and then for Philcomsat, then for PHC.44cralaw virtualaw library
1. POTC and Philcomsat, their respective board of directors or their duly authorized representatives are hereby directed to constitute, within ten (10) days from the date of actual receipt hereof, their COMELEC to be composed of the PCGG nominee/director to act as the neutral party, a representative from the Africa Group and one representative from Nieto Group to perform any and all acts necessary for the determination of the legitimate stockholders of the corporation qualified to vote or be represented in the corporate meetings and ensure a clean, orderly, and credible election of POTC and Philcomsat.On July 26, 2004, the SEC clarified its immediately preceding order, as follows:
2. POTC is likewise directed to conduct its annual stockholders' meeting not later than 5 August 2004 while Philcomsat shall hold its annual stockholders' meeting on or before 12 August 2004. Thereafter, PHC shall call its annual stockholders' meeting not later than August 31, 2004.
3. PHC, on the other hand, its board of directors or duly authorized representative are ordered to submit a revised calendar of activities for the forthcoming 31 August 2004 annual stockholders' meeting within five (5) days from actual receipt of this Order. The said date for the Annual Stockholders' Meeting shall not be postponed unless with prior Order of the Commission. A nomination's (sic) Committee (NOMELEC) shall be constituted pursuant to the corporation's Manual on Corporate Governance submitted to this Commission. This Committee shall be composed of three (3) voting members and one (1) non-voting member in the person of the HR Director/Manager pursuant to x x x section 2.2.2.1 of the said Manual. One representative each from the Africa Group and the Nieto Group and a nominee/representative of the PCGG (to act as an independent member) shall comprise three (3) voting members. The committee shall perform the functions outlined in Sections 2.2.2.1.1, 2.2.2.1.2, 2.2.2.1.3 and 2.2.2.1.4 of the Manual in connection with the forthcoming election. Failure to submit the names of the representative of each group within ten (10) days from receipt of this Order shall authorize the Commission to appoint persons to represent each group. Failure or refusal on the part of the corporation to hold the stockholders' meeting on the scheduled date shall authorize the petitioning shareholder to call and preside in the said meeting pursuant to Section 50 of the Corporation Code. All previous orders inconsistent herewith are hereby revoked.
4. Let the Corporate Finance Department (CFD) of this Commission be furnished with a copy of this Order for its appropriate action on the matter.
5. To ensure protection of the interest of all outstanding capital stocks, including minority shareholders, Attys. Nicanor P. Patricio Jr. and Myla Gloria A. Amboy are hereby designated as SEC representatives to attend and supervise the said Annual Stockholders' Meeting.45cralaw virtualaw library
Pending consideration by the Commission is the letter dated 22 July 2004 of Mr. Enrique Locsin, Nominees/Director of the Presidential Commission on Good Government To POTC and Philcomsat, seeking to enjoin the holding of any and all meetings of POTC, Philcomsat and/or PHC, contrary to the 8 July 2004 SEC Order and requesting the correction of the date of the Order cited in the 22 July 2004 Stay Order.On July 28, 2004, the Africa-Bildner Group held successive stockholders’ meetings for POTC and PHILCOMSAT. Elected as Directors during the POTC stockholders’ meeting were Katrina Ponce Enrile, Victor Africa, Erlinda Bildner and Honorio Poblador III, all from the Africa-
In order to clarify the Order issued by the Commission on July 8, 2004 and 22 July 2004, the following explications are hereby made:cralawlibrary
First. The SEC Order of 8 July 2004 which states in part:POTC is likewise directed to conduct its annual stockholders' meeting not later than 5 August 2004 while Philcomsat shall hold its annual stockholders' meeting on or before 12 August 2004. Thereafter, PHC shall call its annual stockholders' meeting not later than August 31, 2004, should be interpreted to mean that the stockholders' meeting of POTC, Philcomsat and PHC should be held successively, in the order mentioned, that is, POTC first, then Philcomsat, and lastly, PHC. This was the intention of the Commission in issuing the said Order (July 8, 2004).To further clarify and ensure that the meetings shall be conducted on specific dates, the Order of July 8, 2004 is hereby modified and the dates of the meetings are hereby scheduled as follows:1. For POTC - July 28, 2004Second. One of the relevant orders was inadvertently referred to in the Stay Order of 22 July 2004 as “June 8, 2004,” which should have been actually written as “July 8, 2004.” Hence, the same should be properly corrected.
2. For Philcomsat - August 12, 2004
3. For PHC - August 31, 2004
Accordingly, POTC, Philcomsat and Philcomsat Holdings Corporation (PHC) are hereby reminded to strictly adhere to the schedule dates of meetings of the said corporations set forth in this Order. POTC, Philcomsat and PHC are further reminded to also comply with the manner of the conduct of their respective meetings as provided in the Order of the Commission dated July 8, 2004.
As requested, let the 22 July 2004 Stay Order, particularly paragraphs 1, 2, and 3 thereof, be corrected to reflect the correct date of the Order cited therein as “July 8, 2004” not “June 8, 2004.”46cralaw virtualaw library
x x x xThereafter, the Africa-Bildner Group filed a motion for reconsideration.
After a perusal of the complaint and of the memoranda filed, with particular attention on the authorities cited, the Court is of the opinion that it has no jurisdiction over the case but the Sandiganbayan.50cralaw virtualaw library
x x x x
Please be informed that in connection with the annual stockholders' meeting of PHILCOMSAT HOLDINGS CORPORATION (PHC) to be held on August 31, 2004, and in compliance with the Order dated 8 July 2004 of the Securities and Exchange Commission in SEC Case No. 12-03-03 entitled “In the matter of Philcomsat Holdings Corporation, For: Calling of Meeting,” the Board of Directors of PHC, at its meeting today constituted the Nomination Committee with the following persons as its members:cralawlibraryOn August 20, 2004, the SEC issued an order, pertinently stating:
Voting Members:cralawlibrary
1. Luis K. Lokin, Jr. (representative of the Nieto Group)
2. Enrique L. Locsin (representative of the PCGG)
3. Vacant (to be designated by the Securities and Exchange Commission in default of the designation of representative by the Africa group)
Non-voting member:cralawlibrary
1. Philip G. Brodett
The said Nomination Committee which shall act upon the affirmative vote of at least two (2) of its voting members, shall have the following powers, duties and functions:cralawlibrary
(1) To pre-screen and shortlist all candidates nominated to become members of the board of directors in accordance with the qualifications and disqualifications and the procedures prescribed in the Corporation's Manual on Corporate Governance and the Securities Regulation Code (SRC) and its Implementing Rules and Regulations (SRC Rules);chanr0blesvirtualawlibrary
(2) To submit to the Securities and Exchange Commission and the Philippine Stock Exchange the Final List of candidates for Independent Directors as required under the SEC Rules;chanr0blesvirtualawlibrary
(3) To act as the committee of inspectors with powers to pass upon the validity of proxies, to canvass and tally the votes for the election of directors and to certify the winning directors based on the votes garnered;chanr0blesvirtualawlibrary
(4) To do such acts or things as may from time to time be directed or delegated by the Board.51cralaw virtualaw library
On separate dates, the group of Atty. Victor Africa (“Africa Group’) and the group of Ambassador Nieto (“Nieto group”) conducted their respective annual stockholders’ meetings. The Africa group held successive meetings for POTC and Philcomsat on July 28, 2004, while the Nieto group held similar meetings for POTC and Philcomsat on August 5 and August 9, respectively. On all these meetings, where the SEC representative was present (except the Philcomsat meeting of the Africa group), the Commission noted the following observations:cralawlibraryOn August 23, 2004, the Africa Group commenced Civil Case No. 01-555 in the RTC in Makati City (Branch 61), praying for the issuance of a TRO or WPI to “enjoin Philcomsat Holdings Corporation from recognizing defendants Nieto[, Jr.] and Lokin as the representatives of PHILCOMSAT,” and to prevent Nieto, Jr. and Lokin from acting as Directors and Officers for and on behalf of POTC and PHILCOMSAT.
x x x x
In light of the foregoing, the Commission hereby upholds the validity of the stockholders' meetings conducted by the Nieto Group in view of the clear compliance by the said group with the condition set forth by the Commission in its Orders of July 8 and 26, 2004.
Meanwhile, the PHC meeting shall proceed as scheduled on August 31, 2004. The Officers and Directors of PHC are hereby reminded to strictly conform to the conditions stated in the July 8 and 26 Orders.
The President and the Corporate Secretary of PHC and its Stock and Transfer Agent are hereby ordered to submit to the Commission the certified list of stockholders and the stock and transfer book of PHC on or before August 25, 2004.
Due to the failure of the Africa group to nominate their representative to the PHC NOMELEC, Atty. Victoria De Los Reyes is hereby designated as the representative of the Africa group in the forthcoming August 31, 2004 PHC meeting.
The Corporation Finance Department is hereby directed to monitor PHC's compliance with the laws, rules and regulations relative to the calling of the stockholders' meeting and to make the necessary action to ensure such compliance.
The Orders of 8 July 2004 and 26 July 2004 insofar as not inconsistent with this Order shall remain in full force and effect.52cralaw virtualaw library
In the meantime, since the petition questions the jurisdiction of public respondents in issuing the assailed Orders dated July 8, 2004, July 26, 2004 and August 20, 2004, and the implementation of the same will render moot and academic any and all orders, resolutions and decisions of this Court, this Court hereby TEMPORARILY RESTRAINS respondents, their officers, agents and other persons acting for and in their behalf, from enforcing, implementing and executing the aforesaid assailed Orders within a period of sixty (60) days or until sooner revoked.55cralaw virtualaw libraryThe CA later granted the application for WPI, and enjoined the respondents therein, their agents, officers, representatives and other persons acting for and in their behalf from executing, enforcing and implementing the assailed SEC orders issued on July 8, 2004, July 26, 2004 and August 20, 2004 pending final resolution of the petition, or unless the WPI was sooner lifted.56cralaw virtualaw library
1. The proceedings of the Nomination Committee be invalidated for having been in violation of the Manual of Corporate Governance of defendant PHC;chanr0blesvirtualawlibraryOn October 21, 2004, PHILCOMSAT (Nieto Group) and Lokin, Jr. filed their Answer with Grounds for Dismissal and Compulsory Counterclaims, averring therein, among others, as follows:
2. The act of the Nomination Committee in validating the proxy issued in favor of Manuel Nieto and/or defendant Enrique Locsin and in invalidating the proxy issued in favor of Victor Africa be annulled;chanr0blesvirtualawlibrary
3. The elections held and the proclamation of winners during the Annual Stockholders' Meeting of defendant PHC held on 31 August 2004 be annulled;chanr0blesvirtualawlibrary
4. Defendant PHC be directed to recognize Atty. Victor Africa as the proxy of plaintiff and that he be allowed to vote the shares standing in the name of plaintiff at subsequent elections for the members of the board of directors of defendant PHC.58cralaw virtualaw library
37. The instant complaint must be DISMISSED for lack of capacity and/or authority of the alleged representative, Victor V. Africa, to file the same and sue the defendants on behalf of Philcomsat.On November 18, 2004, PCGG expressly adopted the Answer of PHILCOMSAT (Nieto Group) as its own Answer in Civil Case No. 04-1049.60cralaw virtualaw library
38. While the Complaint names Philcomsat as the plaintiff, allegedly represented by Victor Africa, at no time did [P]hilcomsat, through its duly constituted Board of Directors, authorize him to file the same.
39. Victor Africa bases his authority upon the Secretary Certificate, alleging that the Philcomsat Board of Directors, during its meeting held on 28 July 2004, authorized him to file legal actions on behalf of the corporation.
40. It is respectfully averred, however, that Philcomsat, through its duly constituted Board of Directors DID NOT HOLD any meeting on 28 July 2004, and DID NOT AUTHORIZE Africa to file any action or to do any act or deed on its behalf. The Secretary's Certificate he represented is not signed by Atty. Luis K. Lokin, Jr., the duly-elected Corporate Secretary of Philcomsat.
x x x x
50. There was no Philcomsat Board meeting held or authorized to be held on 28 July 2004. Neither was there any authority vested upon Victor Africa to file this nuisance suit, which is only aimed at needlessly harassing defendants and the other lawful stockholders of Philcomsat and PHC and the public at large.
51. For lack of any factual and legal basis of the alleged authority of the person instituting and verifying the instant complaint, it must be declared as a NUISANCE SUIT and immediately DISMISSED by the Honorable Court, pursuant to Section 1 (b) of the Interim Rules.
52. Furthermore, not only does Africa lack any authority to file the instant action, the complaint itself is devoid of any meritorious legal basis.
53. The relevant facts are as follows: In 2003, a stockholder of PHC filed a letter-complaint (later docketed as SEC Case No. 12-03-03) with the SEC, alleging the non-holding of the annual stockholders' meeting since 2002. Hearings were conducted wherein the officers and directors of POTC and Philcomsat were required to be present and to file their comments. Victor Africa actively participated in the proceedings before the SEC, in his alleged capacity as officer of POTC, Philcomsat and PHC.
54. In view of the government interest in POTC which is the sole beneficial owner of Philcomsat, which in turn, is the 80% stockholder of PHC, and the fact that POTC and Philcomsat are under sequestration, the PCGG was likewise directed to file their comments on the matters raised by the parties. PCGG, through then Commissioner Victoria Avena, asserted that the government holds 40% interest in POTC. x x x.
55. Thereafter, the SEC issued the aforestated Order on 08 July 2004, directing the officers of POTC and Philcomsat to conduct their respective stockholders' meetings. Before the rendition of the 08 July 2004 Order, the Africa group did not conduct any stockholders' meeting of POTC or Philcomsat, but they would later claim that they had agreed, as early as 02 July 2004, to hold the meetings on 08 July 2004. Given the timing of the meeting, however, which was held after the 08 July 2004 SEC Order, no credence could be given to such self-serving claim. The timing and dates are more than mere convenient coincidences.
56. After POTC and Philcomsat duly held their respective stockholders' meetings on 05 August 2004 and 09 August 2004, the SEC upheld the validity of their meetings in its Order dated 20 August 2004.
57. Thereafter, Africa initiated a series of actions in different tribunals in an attempt to basically prevent the POTC and Philcomsat Directors and Officers from acting in their capacity as such.59cralaw virtualaw library
x x x We thus have to address one crucial issue: Was the lower court correct in ruling that the Sandiganbayan had jurisdiction over the instant case?On June 15, 2005, this Court rendered its decision in G.R. No. 141796 and G.R. No. 141804 by affirming the validity of the compromise agreement dated June 28, 1996 between the PCGG and Atty. Ilusorio, holding:
It was.
It must be stressed that the petitioners' complaint essentially questions the legality by which the private respondents are exercising control over the assets and operations of a sequestered corporation. They posit that the private respondents are usurpers and have no right to sit in the board of directors or act as corporate officers of the POTC. Evidently, these issues are “arising from, incidental to, or related to” the sequestration case against POTC which, under the law, should be addressed by the Sandiganbayan.
x x x x
All told, the lower court did not commit grave abuse of discretion amounting to lack of or in excess of jurisdiction in dismissing the instant complaint for lack of jurisdiction, the same being vested in the Sandiganbayan.61cralaw virtualaw library
With the imprimatur of no less than the former President Fidel V. Ramos and the approval of the Sandiganbayan, the Compromise Agreement must be accorded utmost respect. Such amicable settlement is not only allowed but even encouraged. x x x.On July 5, 2005, the Africa Group, citing the decision in G.R. No. 141796 and G.R. No. 141804, filed a Manifestation with Ex-Parte Motion to Resolve in Civil Case No. 04-1049.63cralaw virtualaw library
Having been sealed with court approval, the Compromise Agreement has the force of res judicata between the parties and should be complied with in accordance with its terms. Pursuant thereto, Victoria C. de los Reyes, Corporate Secretary of the POTC, transmitted to Mr. Magdangal B. Elma, then Chief Presidential Legal Counsel and Chairman of PCGG, Stock Certificate No. 131 dated January 10, 2000, issued in the name of the Republic of the Philippines, for 4,727 POTC shares. Thus, the Compromise Agreement was partly implemented.62cralaw virtualaw library
Obviously, petitioners’ motions for reconsideration are devoid of merit. The matters they raise are mere reiterations of the previous arguments in their petitions already considered and exhaustively passed upon in our July 27, 2005 (sic) Decision. Indeed, we find no cogent reason to deviate from our Decision.In the meantime, the RTC (Branch 138) required the parties to submit their respective memoranda in Civil Case No. 04-1049. Both parties complied.68cralaw virtualaw library
As regards the second incident, respondent Bildner seeks a clarification on the effect of the TRO, issued by this Court on March 29, 2000, restraining the implementation of the challenged Sandiganbayan Resolution dated December 20, 1999 in Civil Case No. 0009.
It may be recalled that in our June 15, 2005 Decision, we dismissed these consolidated petitions assailing the Sandiganbayan Resolution of December 20, 1999. This Resolution (1) denied petitioners' separate motions to vacate the Sandiganbayan Order dated June 8, 1998 approving the Compromise Agreement; (2) declared the 5,400 POTC shares registered in the names of petitioners IRC and MLDC null and void as they categorically admitted that such shares are ill-gotten wealth of
deposed President Marcos and his Family, and that the same were surrendered to the Government which now owns the same; and (3) ordered the Corporate Secretary of POTC, within 10 days from receipt of the Resolution, to issue 4,727 POTC shares in the name of the Republic, and 673 POTC shares in the name of Potenciano Ilusorio, pursuant to the approved Compromise Agreement. In compliance with the Sandiganbayan Resolution, Atty. Victoria C. de los Reyes, Corporate Secretary of the POTC, on January 10, 2000, transmitted to Mr. Justice Magdangal B. Elma, then Chief Presidential Legal Counsel and Chairman of Philippine Commission on Good Government (PCGG), Stock Certificate No. 131 (of even date) issued in the name of the Republic of the Philippines, for 4,727 POTC shares. Thus, the Compromise Agreement was partly implemented.
In her present motion for clarification, respondent Bildner alleges inter alia that, on March 29, 2000 or more than two (2) months after the Compromise Agreement had been implemented on January 10, 2000, this Court issued a TRO restraining its implementation.
There is no need for us to make a clarification being sought by respondent Bildner in her motion. Suffice it to say that when the TRO was issued on March 29, 2000, the Sandiganbayan Resolution of December 20, 1999 directing the issuance of POTC shares in the names of the Republic and Potenciano Ilusorio in accordance with the Compromise Agreement had been partially implemented on January 10, 2000 or more than two (2) months earlier by POTC Corporate Secretary Victoria C. de los Reyes. She already transmitted to then PCGG Chairman Magdangal B. Elma Stock Certificate No. 131 issued in the name of the Republic of the Philippines, for 4,727 POTC shares. This was never mentioned by petitioners in their petitions. In fact, even before the petitions in these cases were filed, the implementation of the Compromise Judgment had been partially effected. We were thus misled in issuing the TRO. In any case, the TRO has become moot and academic, the same having no more legal force as the act sought to be restrained had been partially implemented and considering our Decision in this case.
WHEREFORE, petitioners’ instant motions for reconsideration are DENIED with FINALITY. On respondent Bildner's motion for clarification, the same is considered moot and academic.67cralaw virtualaw library
Considering the allegations, issues and arguments adduced in the petition for certiorari and prohibition with prayer for writ of preliminary injunction and/or temporary restraining order dated 14 September 2005, the Court Resolves to DISMISS the petition for failure to sufficiently show that the questioned judgment of the Court of Appeals is tainted with grave abuse of discretion.73cralaw virtualaw libraryOn October 14, 2006, the RTC (Branch 138) rendered its decision in Civil Case No. 04-1049, thus:
In the case at bar, the Nieto Group did not specifically deny plaintiff's allegation that their votes during the 2004 annual stockholders' meeting for POTC and Philcomsat mainly relied on the IRC and Mid- Pasig shares. Upon the promulgation of the above-cited Supreme Court Decision dated 15 June 2005, even as early as 1986, both IRC and Mid- Pasig corporations have no more right or interest over the subject POTC shares which was already surrendered by Jose Y. Campos to the Government. Mid-Pasig and IRC themselves were sequestered, and then voluntarily surrendered as part of the res covered by the Campos Compromise Agreement. Insofar as Mid-Pasig and IRC are concerned, they have already relinquished all rights or interest over all POTC shares registered in their names in favor of the Republic represented by PCGG, even as early as 1986. Hence, the Supreme Court Decision, in effect, invalidates the elections held by the Nieto Group in the annual stockholders' meeting of POTC and Philcomsat on 5 August 2004 and 9 August 2004, for not having the majority control of the said corporation. In turn, the defendant Nieto Group could not have, therefore, issued a valid proxy nor could they have appointed defendant Locsin as Philcomsat’s representative to the PHC annual stockholders’ meeting.On October 23, 2006, the RTC (Branch 138) dismissed Civil Case No. 01-840 for lack of jurisdiction. Subsequently, the RTC (Branch 138) denied the petitioners’ Motion for Reconsideration, and treated it instead as a notice of appeal.75cralaw virtualaw library
WHEREFORE, judgment is hereby rendered invalidating the proxy issued in favor Manuel Nieto and/or defendant Locsin for purposes of the Annual Stockholders' Meeting for the year 2004 and declaring the proxy issued in favor of Victor V. Africa for the said purpose, valid. Corollarily, the elections held and the proclamation of winners during the annual stockholders' meeting of defendant PHC held on 31 August 2004 is hereby annulled.74cralaw virtualaw library
WHEREFORE, premises considered, the Court hereby grants the plaintiff's Motion. Let a writ of execution be issued directing the implementation of the following orders:cralawlibraryOn April 18, 2007, PHC (Nieto Group) and Brodett filed their Reply with Reiteration of the Urgent Application for Temporary Restraining Order and Preliminary Injunction in C.A.-G.R. SP NO. 98097. On April 20, 2007, they filed a Supplemental Petition with Urgent Application for Temporary Restraining Order and Preliminary Injunction, alleging that, upon motion of respondent (Africa Group), the RTC had issued an order dated April 12, 2007 directing the issuance of a writ of execution to implement the decision dated October 14, 2006.79cralaw virtualaw library
1) the individuals elected by defendant Locsin in the 2004 PHC ASM, and so proclaimed to be PHC’s board of directors, namely: Enrique Locsin, Julio Jalandoni, Manuel Andal, Luis Lokin, Jr., Prudencio Somera, Jr., Manuel H. Nieto, Jr., Roberto V. San Jose, Philip Brodett, Oliverio Laperal, Benito Araneta and Roberto Abad and all their representatives or agents are enjoined from continuing to act as PHC board of directors;chanr0blesvirtualawlibrary
2) the proxy of plaintiff issued to Victor V. Africa is declared valid and thus, the individuals elected by plaintiff's proxy in the 2004 PHC ASM namely: Victor V. Africa, Erlinda I. Bildner, Katrina Ponce Enrile, Honorio Poblador III, Federico Agcaoili, Sylvia K. Ilusorio and Jose Ma. Ozamiz are declared as the valid board of directors of PHC; and
3) the defendants are directed to render an accounting of funds of PHC since 2004 up to the present within 15 days from the finality of this Order.78cralaw virtualaw library
WHEREFORE, petitioners’ application for a temporary restraining order/writ of preliminary injunction to enjoin the execution of the Decision dated October 14, 2006 of the court a quo in Civil Case No. 04-1049 is merely NOTED as the same has been rendered moot and academic.On June 8, 2007, the CA dismissed the petition in C.A.-G.R. CV NO. 88360 for being an improper mode of appeal.86cralaw virtualaw library
The issues having been joined with the filing of the comment and reply, the petition for review is considered submitted for decision.85cralaw virtualaw library
WHEREFORE, in view of the foregoing, the Court hereby resolves as follows:cralawlibraryPOTC and PHILCOMSAT (Nieto Group) moved for reconsideration on September 5, 2007, and later supplemented the motion.90cralaw virtualaw library
1) The Urgent Motion to Dismiss dated September 29, 2005 of the defendant is hereby GRANTED. Accordingly, the plaintiffs' Complaint dated September 20, 2005 is hereby ordered DISMISSED.
2) The following motions and pleadings are considered MOOT AND ACADEMIC in view of the dismissal of the case.
a. Motion to Consider and Declare Defendants in Default dated October 21, 2005 of the plaintiffs;chanr0blesvirtualawlibrary
b. Motion for Consolidation with SB Civil Case No. 0009 dated September 24, 2006 of the plaintiffs;chanr0blesvirtualawlibrary
c. Petition to Show Cause dated April 25, 2007 filed by the plaintiffs; and
d. Motion for Leave to Intervene and to Admit Complaint-In-Intervention dated May 16, 2007 filed by the PCGG.
3) The Court hereby REPRIMANDS Enrique L. Locsin and Atty. Sikini C. Labastilla for omitting material facts in their Complaint and Urgent Motion for Special Raffle and WARNS that a repetition of the same or similar acts in the future shall be dealt with more severely.89cralaw virtualaw library
FOREGOING CONSIDERED, pending final adjudication on the principal action raised herein and subject to the posting of the indemnity bond in the sum of Three Million Pesos (Php 3,000,000.00) issued in favor of the defendant Bank of the Philippine Islands and defendant intervener PHC represented by Enrique M. Locsin, let a writ of preliminary injunction issue, enjoining the said defendant bank, its employees, officers, and representatives from allowing the defendant intervener, Locsin Group, their officers, employees, agents, and/or representatives to inquire, withdraw, and/or in any manner transact relative to any and all Philcomsat Holdings Corporation accounts maintained with Bank of the Philippine Islands until further orders from this Court.On December 14, 2007, POTC and PHILCOMSAT (Africa Group) filed in C.A.-G.R. SP NO. 98399 a Manifestation and Urgent Motion to Withdraw Petition, praying that the petition be considered withdrawn, and that the WPI issued on June 25, 2007 be immediately lifted. In support of the motion, POTC and PHILCOMSAT (Africa Group) averred:
Finally, the defendant bank is hereby ordered to submit to this Court the latest (as of receipt of this Order) bank statements and/or certificates of all PHC accounts deposited with its bank within ten (10) days from notice thereof.95cralaw virtualaw library
(1) On 21 March 2007, Mr. Enrique Locsin (Locsin) purportedly representing POTC and PHILCOMSAT filed the instant petition, assailing the decision issued by the Regional Trial Court (RTC) of Makati Branch 138 in Civil Case No. 04-1049 x x x.The Urgent Motion to Withdraw Petition was opposed in a Comment and Opposition filed on February 13, 2008 that averred as follows:
x x x x
(3) What Mr. Locsin has deliberately failed and/or refused to divulge to this Honorable Court upon filing the instant petition are the following facts: (1) Mr. Locsin and his group are exactly the same set of individuals who comprise the respondents in Civil Case No. 04-1049, the decision which is now herein assailed; and that (2) Mr. Locsin and his group, purportedly, representing earlier or two weeks prior to the filing of the instant petition, already filed an appeal also with this Honorable Court, albeit pending in a different division, docketed as CA-G.R. SP No. 98097, raising exactly the same issues and seeking identical reliefs as they are now pending in the case at bar.
x x x x
(5) The difficulty in resolving the present controversy lodged before this Honorable Court stems from the fact that even the legitimate POTC and PHILCOMSAT representatives become apparently undeterminable.
x x x x
(9) Nonetheless, the conflicting claims over POTC and PHILCOMSAT have finally come to resolution with the recent developments.
(10) On 13 November 2007, the government appointed its new nominees to POTC and PHILCOMSAT. For POTC, the government, through Undersecretary Enrique D. Perez with the directive of President Gloria Macapagal Arroyo, appointed Atty. Daniel C. Gutierrez, Atty. Allan S. Montaño and Justice Santiago J. Ranada (Ret.) to the POTC board and represent the government's 34.9% shareholdings in the board of directors of POTC. In the same manner and for an akin purpose, the government appointed Mr. Ramon P. Jacinto, Mr. Rodolfo G. Serrano, Jr. and Radm. Abraham R. Abesamis (Ret.) to represent the government's 34.9% shareholdings on the board of directors of PHILCOMSAT. Although this Honorable Court may take judicial notice of these appointments, to evidence such new appointments, copies of the proxy issued by the Republic of the Philippines to Undersecretary Perez and the “I desire” letter of the Office of the President for the government's nominees to PHILCOMSAT, both dated 13 November 2007, and the list of nominees of Undersecretary Perez for POTC and his letter to PCGG Chairman Camilo Sabio, both dated 19 November 2007, are attached and made integral parts hereof as Annexes “B”, “B”, “C” and “D”, respectively.
(11) Needless to state, with the designation and their selection of the new government nominees to POTC and PHILCOMSAT, the old nominees, namely: Mr. Locsin, Mr. Manuel Andal, Mr. Julio Jalandoni and Mr. Guy de Leon are automatically replaced. This is an undeniable fact and had always been the procedure in the appointment and replacement of government nominees to the board of companies where the government has a substantial interest.
(12) Following the said appointment of new nominees, necessarily, annual stockholders meetings of both POTC and PHILCOMSAT were conducted and held on 19 November 2007 in order to elect the new directors of the respective boards of the two companies. During the said meetings, where over 90% of the shareholders were present and/or duly represented, the stockholders elected the new board of directors of POTC and PHILCOMSAT. These elections are evidenced by the Secretary's Certificates duly executed by the Corporate Secretaries of POTC and PHILCOMSAT, copies of which are attached and made integral parts hereof as Annexes “E” and “F”, respectively.
(13) Thus, the new government nominees, together with the private shareholders of POTC and Philcomsat are joined together in a unified board of directors for the two companies. In fact, after the new sets of directors had been elected, both companies conducted their respective organizational and board meetings.
(14) At the board meetings of POTC and Philcomsat held on 4 December 2007, POTC and PHILCOMSAT have decided, as the new, unassailably legitimate and only board of directors of POTC and PHILCOMSAT, to authorize the withdrawal of the instant petition filed in the name of POTC and PHILCOMSAT. The boards likewise in their resolutions, disallowed other persons to represent their companies. Copies of these resolutions issued by POTC and PHILCOMSAT are attached and made integral parts hereof as Annexes “G” and “H”, respectively.
(15) Thus, based on the foregoing, POTC and PHILCOMSAT, who are supposedly the petitioners in this case, move for the immediate withdrawal of the petition dated 14 March 2007 and the immediate lifting of the Writ of Preliminary Injunction dated 25 June 2007.96cralaw virtualaw library
x x x xOn December 21, 2007, the Sandiganbayan (Fifth Division) issued an order in Civil Case No. 07-0001, to wit:
4. Through the malicious motion to withdraw, there is a veiled attempt, to have this Honorable Court uphold and recognize the validity of the supposed meetings held by rump boards on November 19, 2007.This is a matter that is properly cognizable only by the Sandiganbayan.
5. In fact, there is already a pending complaint before the Sandiganbayan that assails the supposed November 19, 2007 meetings stated in the motion to withdraw.
6. The Sandiganbayan, acting through the Fifth Division, granted the issuance of a Temporary Restraining Order on December 21, 2007, to prevent and prohibit any recognition of these November 19, 2007 meetings. x x x.
12. Petitioners, however, are compelled to address the misleading allegations and conclusions in the motion to withdraw. It is respectfully manifested that these alleged November 19, 2007 meetings were not called by the legitimate boards of petitioners POTC and Philcomsat. Only the legitimate boards, here represented by Mr. Locsin, can properly act upon any change in the government nominees, and it is only the legitimate boards that can install them. As manifested by petitioners to this Honorable Court, since there are no more legal challenges to the respective Boards of Directors of petitioners originally led by Ronaldo Salonga and Manuel Nieto, Jr., since 1998, only the successors of these boards, here represented by Mr. Locsin, can properly represent petitioners POTC and PHILCOMSAT.12.1. The issue was settled with the dismissal of the appeal in CA G.R. CV No. 88360, which stemmed from the original petition filed in 1998 by Potenciano Ilusorio, Katrina Ponce-Enrile, and their family owned corporations, to question the election of the Nieto-Salonga board. The appeal was dismissed by the Honorable Court of Appeals in its Resolution dated June 8, 2007, a copy of which is hereto attached as Annex B.13. It is significant that the manifestation and motion to withdraw made admissions that recognize the validity of the boards represented by Mr. Locsin. While petitioners do not admit to the genuineness or due execution of the Secretary's Certificates which were not signed by the duly-elected Corporate Secretary x x x, it must be noted that the authority of Mr. Locsin to file the instant petition was recognized and admitted therein. It was only claimed that such authority “was lost” when he was allegedly replaced, which replacement, as discussed above, is still disputed. Thus, even the rump boards admit that the filing of this petition by Mr. Locsin was duly authorized by POTC and PHILCOMSAT.97cralaw virtualaw library
x x x x
x x x xOn May 7, 2008, the PCGG passed Resolution No. 2008-009, viz:
Wherefore, finding the complaint to be sufficient in form and substance and considering the necessity to maintain the status quo lest grave and irreparable injury would result to plaintiff pending the hearing of the main incident (Injunction and Declaration of Nullity), let a TEMPORARY RESTRAINING ORDER issue ordering the defendants, their agents, executives and other persons acting upon their instructions, from recognizing or acting pursuant to the 19 November 2007 stockholders meetings of POTC and PHILCOMSAT. The restraining order is good for twenty (20) days from notice to defendants or any of their representatives.98cralaw virtualaw library
x x x x
NOW, THEREFORE, be it RESOLVED, as it is hereby RESOLVED, that:cralawlibraryOn July 16, 2008, the CA rendered its assailed decision in C.A.-G.R. SP No. 102437, annulling and setting aside the order dated December 13, 2007 and the WPI issued on December 17, 2007 by the RTC (Branch 62).100cralaw virtualaw library
1. The PCGG recognize the validity of the 19 November 2007 POTC/Philcomsat stockholders' meeting and confirm as valid the election of the following government nominees: Atty. Daniel C. Gutierrez, Justice Santiago J. Ranada and Atty. Allan S. Montano to the Board of Directors of POTC and Radm. Abraham R. Abesamis, Mr. Ramon P. Jacinto and Mr. Rodolfo G. Serrano, Jr. to the Board of Directors of Philcomsat;chanr0blesvirtualawlibrary
2. The PCGG recognize the validity of the 11 December 2007 and 18 January 2008 special stockholders' meetings of Philcomsat subsidiaries, PHC and TCI, at which the new government nominees were also elected as members of their respective Board of Directors subject to the “I Desire” letter of the President requiring the nomination and installation of Mr. Enrique Locsin in PHC vice Mr. Rodolfo Serrano;chanr0blesvirtualawlibrary
3. The PCGG direct the old government nominees and their appointed Corporate Secretaries under pain of contempt to submit to the Commission within ten (10) days from their receipt of the Resolution:a. A complete set of Minutes of the Meetings of the Boards of Directors, Executive Committee, Legal Committee, Audit Committee and all other committees with a Certification under oath of the completeness thereof from 1998 up to the present;chanr0blesvirtualawlibrary4. The PCGG request the Securities and Exchange Commission (“SEC”) and the Philippine Stock Exchange (“PSE”) to regulate and monitor POTC, Philcomsat, PHC and TCI, to cooperate with the new government nominees and assist them in complying with the reportorial requirements of these corporations, including, but not limited to, compelling the old government nominees and their appointed officers to submit copies of the documents referred to above;chanr0blesvirtualawlibrary
b. A complete and updated list of stockholders of the corporations with their last known addresses and number of shares duly certified by the Corporate Secretary and/or Stock Transfer Agent;chanr0blesvirtualawlibrary
c. Copies of all audited and interim financial statements of these corporations; and
d. The stock transfer book and stock certificate booklet of PHC and TCI.
RESOLVED, FURTHER, that the Commission Secretary be directed to furnish copies of this Resolution to the old government nominees/directors of POTC, Philcomsat, PHC and TCI namely Enrique Locsin, Manuel Andal, Julio Jalandoni, Guy De Leon, Benito Araneta and Ronaldo Salonga, to the new government nominees Daniel Gutierrez, Santiago Ranada, Allan Montano, Abraham Abesamis, Ramon Jacinto, Rodolfo Serrano, Jr. Enrique Locsin and to the SEC, PSE and BSP for their guidance, observation and compliance.99cralaw virtualaw library
The Court reduces the issues for resolution to two main ones, namely:Issues
G.R. No. 184622
WHETHER THE SANDIGANBAYAN’S REFUSAL TO TAKE COGNIZANCE OF THE CONTROVERSY ON THE GROUND THAT THE SAME IS AN INTRA-CORPORATE CONTROVERSY IS IMPROPER AND AGAINST JURISPRUDENCE.105cralaw virtualaw libraryG.R. No. 184712-14
WHETHER THE SANDIGANBAYAN HAS ORIGINAL AND EXCLUSIVE JURISDICTION OVER SEQUESTERED CORPORATIONS, SEQUESTRATION-RELATED CASES, AND ANY AND OVER ALL INCIDENTS ARISING FROM, INCIDENTAL TO, OR RELATED TO SUCH CASES.106cralaw virtualaw library
WHETHER THE SEQUESTRATION OVER POTC AND PHILCOMSAT REMAINS DESPITE THE APPROVAL OF THE PCGG-ILUSORIO COMPROMISE AGREEMENT IN G.R. NOS. 141796 AND 141804.107cralaw virtualaw library
WHETHER THE MAKATI RTC MAY RENDER JUDGMENT ON THE COMPLAINT PURSUANT TO THE INTERIM RULES WHEN THE SAID COURT HAS NOT BEEN DESIGNATED AS A SPECIAL COMMERCIAL COURT BY THE SUPREME COURT.108cralaw virtualaw library
WHETHER THE ORDER TO CONDUCT PRE-TRIAL AND THE SUBMISSION OF THE PRE-TRIAL BRIEFS IS MANDATORY UNDER ALL CASES FILED UNDER THE INTERIM RULES.109cralaw virtualaw library
G.R. No. 186590
WHETHER THE COURT OF APPEALS ERRED WHEN IT NULLIFIED THE WRIT OF PRELIMINARY INJUNCTION ISSUED BY THE TRIAL COURT.110cralaw virtualaw libraryG.R. No. 186066
WHETHER OR NOT THE CA ERRED IN RULING THAT THE REGIONAL TRIAL COURT OF MAKATI HAD JURISDICTION OVER CIVIL CASE NO. 04-1049;chanr0blesvirtualawlibrary
WHETHER OR NOT THE CA ERRED IN RULING THAT THE DECISION IN G.R. NOS. 141796 AND 141804 FINALLY SETTLED THE ISSUES IN CIVIL CASE NO. 04-1049 AND CONSEQUENTLY ANNULLED THE POTC PROXY IN FAVOR OF MESSRS. NIETO AND LOCSIN;chanr0blesvirtualawlibrary
WHETHER OR NOT THE CA ERRED IN RULING THAT BRANCH 138 COULD STILL ACT ON AND DECIDE CIVIL CASE NO. 04-1049 DESPITE THIS HONORABLE COURT’S REVOCATION OF ITS DESIGNATION AS SPECIAL COMMERCIAL COURT OF RTC MAKATI CITY;chanr0blesvirtualawlibrary
WHETHER OR NOT THE CA ERRED IN RULING THAT PRE-TRIAL AND TRIAL CAN BE DISPENSED WITH IN CIVIL CASE NO. 01-1049;chanr0blesvirtualawlibrary
WHETHER OR NOT THE CA ERRED IN AFFIRMING THE DECISION OF THE TRIAL COURT WHICH WAS CONTRARY TO THE FACTS AND EXISTING JURISPRUDENCE.111cralaw virtualaw library
In G.R. No. 184712-14, the petitioners postulate that the Sandiganbayan had original and exclusive jurisdiction over sequestered corporations, sequestration-related cases, and any and over all incidents arising from, or incidental or related to such cases;112 that it was error on the part of the CA to conclude that the Sandiganbayan was automatically ousted of jurisdiction over the sequestered assets once the complaint alleged an intra-corporate dispute due to the sequestered assets being in custodia legis of the Sandiganbayan;113 that the sequestration of POTC and PHILCOMSAT remained despite the approval of the compromise agreement in G.R. No. 141796 and G.R. No. 141804; that because the proceedings involving the shares of the Nieto, Africa and Ponce Enrile Families were still pending and had not yet been finally resolved,114 the RTC could not render a valid judgment on the dispute because it had not been designated as a Commercial Court;115 and that the conduct of a pre-trial and the submission of a pre-trial brief were mandatory under all cases filed under the Interim Rules.116cralaw virtualaw library
(a) Did RTC (Branch 138) have jurisdiction over the intra-corporate controversy (election contest)? (b) Who among the contending parties or groups held the controlling interest in POTC and, consequently, in PHILCOMSAT and PHC?
x x x xUpon the enactment of Republic Act No. 8799 (The Securities Regulation Code), effective on August 8, 2000, the jurisdiction of the SEC over intra-corporate controversies and the other cases enumerated in Section 5 of P.D. No. 902-A was transferred to the Regional Trial Court pursuant to Section 5.2 of the law, which provides:
(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 stockholder, partners, members of associations or organization registered with the Commission;chanr0blesvirtualawlibrary
(b) Controversies arising out of intra-corporate or partnership relations, between and among stockholders, members or associates; between any 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 as such entity;chanr0blesvirtualawlibrary
(c) Controversies in the election or appointment of directors, trustees, officers or managers of such corporations, partnership or associations;chanr0blesvirtualawlibrary
(d) Petitions of corporations, partnerships or associations to be declared in the state of suspension of payment 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 respective 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.136cralaw virtualaw library
5.2. The Commission’s jurisdiction over all cases enumerated in Section 5 of Presidential Decree No. 902-A is hereby transferred to the Courts of general jurisdiction or the appropriate Regional Trial Court; Provided, That the Supreme Court in the exercise of its authority may designate the Regional Trial Court branches that shall exercise jurisdiction over these cases. The Commission shall retain jurisdiction over pending cases involving intra-corporate disputes submitted for final resolution which should be resolved within one (1) year from the enactment of this Code. The Commission shall retain jurisdiction over pending suspension of payments/rehabilitation cases filed as of 30 June 2000 until finally disposed.To implement Republic Act No. 8799, the Court promulgated its resolution of November 21, 2000 in A.M. No. 00-11-03-SC designating certain branches of the RTC to try and decide the cases enumerated in Section 5 of P.D. No. 902-A. Among the RTCs designated as special commercial courts was the RTC (Branch 138) in Makati City, the trial court for Civil Case No. 04-1049.
Section 1. Cases covered. – The provisions of this rule shall apply to election contests in stock and non-stock corporations.Conformably with Republic Act No. 8799, and with the ensuing resolutions of the Court on the implementation of the transfer of jurisdiction to the Regional Trial Court, the RTC (Branch 138) in Makati had the authority to hear and decide the election contest between the parties herein. There should be no disagreement that jurisdiction over the subject matter of an action, being conferred by law, could neither be altered nor conveniently set aside by the courts and the parties.137cralaw virtualaw library
Section 2. Definition. – An election contest refers to any controversy or dispute involving title or claim to any elective office in a stock or non-stock corporation, the validation of proxies, the manner and validity of elections, and the qualifications of candidates, including the proclamation of winners, to the office of director, trustee or other officer directly elected by the stockholders in a close corporation or by members of a non-stock corporation where the articles of incorporation or by-laws so provide. (bold underscoring supplied)
The subject matter of his complaint in the SEC does not therefore fall within the ambit of this Court’s Resolution of August 10, 1988 on the cases just mentioned, to the effect that, citing PCGG v. Pena, et al., all cases of the Commission regarding ‘the funds, moneys, assets, and properties illegally acquired or misappropriated by former President Ferdinand Marcos, Mrs. Imelda Romualdez Marcos, their close relatives, Subordinates, Business Associates, Dummies, Agents, or Nominees, whether civil or criminal, are lodged within the exclusive and original jurisdiction of the Sandiganbayan,’ and all incidents arising from, incidental to, or related to, such cases necessarily fall likewise under the Sandiganbayan's exclusive and original jurisdiction, subject to review on certiorari exclusively by the Supreme Court.” His complaint does not involve any property illegally acquired or misappropriated by Marcos, et al., or "any incidents arising from, incidental to, or related to" any case involving such property, but assets indisputably belonging to San Miguel Corporation which were, in his (de los Angeles') view, being illicitly committed by a majority of its board of directors to answer for loans assumed by a sister corporation, Neptunia Co., Ltd.Moreover, the jurisdiction of the Sandiganbayan has been held not to extend even to a case involving a sequestered company notwithstanding that the majority of the members of the board of directors were PCGG nominees. The Court marked this distinction clearly in Holiday Inn (Phils.), Inc. v. Sandiganbayan,141 holding thusly:
De los Angeles’ complaint, in fine, is confined to the issue of the validity of the assumption by the corporation of the indebtedness of Neptunia Co., Ltd., allegedly for the benefit of certain of its officers and stockholders, an issue evidently distinct from, and not even remotely requiring inquiry into the matter of whether or not the 33,133,266 SMC shares sequestered by the PCGG belong to Marcos and his cronies or dummies (on which, issue, as already pointed out, de los Angeles, in common with the PCGG, had in fact espoused the affirmative). De los Angeles’ dispute, as stockholder and director of SMC, with other SMC directors, an intra-corporate one, to be sure, is of no concern to the Sandiganbayan, having no relevance whatever to the ownership of the sequestered stock. The contention, therefore, that in view of this Court's ruling as regards the sequestered SMC stock above adverted to, the SEC has no jurisdiction over the de los Angeles complaint, cannot be sustained and must be rejected. The dispute concerns acts of the board of directors claimed to amount to fraud and misrepresentation which may be detrimental to the interest of the stockholders, or is one arising out of intra-corporate relations between and among stockholders, or between any or all of them and the corporation of which they are stockholders.140cralaw virtualaw library
The subject-matter of petitioner’s proposed complaint-in-intervention involves basically, an interpretation of contract, i.e., whether or not the right of first refusal could and/or should have been observed, based on the Addendum/Agreement of July 14, 1988, which extended the terms and conditions of the original agreement of January 1, 1976. The question of whether or not the sequestered property was lawfully acquired by Roberto S. Benedicto has no bearing on the legality of the termination of the management contract by NRHDC’s Board of Directors. The two are independent and unrelated issues and resolution of either may proceed independently of each other. Upholding the legality of Benedicto’s acquisition of the sequestered property is not a guarantee that HIP's management contract would be upheld, for only the Board of Directors of NRHDC is qualified to make such a determination.In the cases now before the Court, what are sought to be determined are the propriety of the election of a party as a Director, and his authority to act in that capacity. Such issues should be exclusively determined only by the RTC pursuant to the pertinent law on jurisdiction because they did not concern the recovery of ill-gotten wealth.
Likewise, the Sandiganbayan correctly denied jurisdiction over the proposed complaint-in-intervention. The original and exclusive jurisdiction given to the Sandiganbayan over PCGG cases pertains to (a) cases filed by the PCGG, pursuant to the exercise of its powers under Executive Order Nos. 1, 2 and 14. as amended by the Office of the President, and Article XVIII, Section 26 of the Constitution, i.e., where the principal cause of action is the recovery of ill-gotten wealth, as well as all incidents arising from, incidental to, or related to such cases and (b) cases filed by those who wish to question or challenge the commission’s acts or orders in such cases.
Evidently, petitioner’s proposed complaint-in-intervention is an ordinary civil case that does not pertain to the Sandiganbayan. As the Solicitor General stated, the complaint is not directed against PCGG as an entity, but against a private corporation, in which case it is not per se, a PCGG case.
x x x xContrary to the assertion of the Nieto-PCGG group, the foregoing provision did not require the issuance of any special order stating that the case was already submitted for decision. It was sufficient, given the summary nature of intra-corporate controversies, especially election contests, that the trial court was done collating all the evidence from the pleadings (i.e., pleadings, affidavits, documentary and other evidence attached thereto, and the answers of the witnesses to the clarificatory questions of the court given during the hearings), if deemed sufficient, or from the clarificatory hearings, if conducted. The purpose of the exception is to obviate the repetition of the gathering of evidence. It is clear from Section 9 of Rule 6 that after the collation of evidence, the only thing that remains is for the RTC to render its decision without issuing a special order declaring the case submitted for decision, viz:
Upon the effectivity of this designation, all commercial cases pending before Branches 138 and 61 shall be transferred to RTC, Branch 149, Makati City, except those which are already submitted for decision, which cases shall be decided by the acting presiding judges thereat. x x x.
Section 9. Decision. – The Court shall render a decision within fifteen (15) days from receipt of the last pleading, or from the date of the last hearing, as the case may be. The decision shall be based on the pleadings, affidavits, documentary and other evidence attached thereto and the answers of the witnesses to the clarificatory questions of the court given during the hearings.
Time and again, the Court has held that it is a very desirable and necessary judicial practice that when a court has laid down a principle of law as applicable to a certain state of facts, it will adhere to that principle and apply it to all future cases in which the facts are substantially the same. Stare decisis et non quieta movere. Stand by the decisions and disturb not what is settled. Stare decisis simply means that for the sake of certainty, a conclusion reached in one case should be applied to those that follow if the facts are substantially the same, even though the parties may be different. It proceeds from the first principle of justice that, absent any powerful countervailing considerations, like cases ought to be decided alike. Thus, where the same questions relating to the same event have been put forward by the parties similarly situated as in a previous case litigated and decided by a competent court, the rule of stare decisis is a bar to any attempt to relitigate the same issue.145cralaw virtualaw libraryThe question of who held the majority shareholdings in POTC and PHILCOMSAT was definitively laid to rest in G.R. No. 141796 and G.R. No. 141804, whereby the Court upheld the validity of the compromise agreement the Government had concluded with Atty. Ilusorio. Said the Court:–
With the imprimatur of no less than the former President Fidel V. Ramos and the approval of the Sandiganbayan, the Compromise Agreement must be accorded utmost respect. Such amicable settlement is not only allowed but even encouraged. Thus, in Republic vs. Sandiganbayan, we held:As a result of the Government having expressly recognized that 673 POTC shares belonged to Atty. Ilusorio, Atty. Ilusorio and his group gained the majority control of POTC.‘It is advocated by the PCGG that respondent Benedicto retaining a portion of the assets is anathema to, and incongruous with, the zero-retention policy of the government in the pursuit for the recovery of all ill-gotten wealth pursuant to Section 2(a) of Executive Order No. 1. While full recovery is ideal, the PCGG is not precluded from entering into a Compromise Agreement which entails reciprocal concessions if only to expedite recovery so that the remaining ‘funds, assets and other properties may be used to hasten national economic recovery’ (3rd WHEREAS clause, Executive Order No. 14-A). To be sure, the so-called zero retention mentioned in Section 2(a) of Executive Order No. 1 had been modified to read:Having been sealed with court approval, the Compromise Agreement has the force of res judicata between the parties and should be complied with in accordance with its terms. Pursuant thereto, Victoria C. de los Reyes, Corporate Secretary of the POTC, transmitted to Mr. Magdangal B. Elma, then Chief Presidential Legal Counsel and Chairman of PCGG, Stock Certificate No. 131 dated January 10, 2000, issued in the name of the Republic of the Philippines, for 4,727 POTC shares. Thus, the Compromise Agreement was partly implemented.146cralaw virtualaw library‘WHEREAS, the Presidential Commission on Good Government was created on February 28, 1986 by Executive Order No. 1 to assist the President in the recovery of ill-gotten wealth accumulated by former President Ferdinand E. Marcos, his immediate family, relatives, subordinates and close associates’;which undoubtedly suggests a departure from the former goal of total restitution.
x x x x
The authority of the PCGG to enter into Compromise Agreements in civil cases and to grant immunity, under certain circumstances, in criminal cases is now settled and established. In Republic of the Philippines and Jose O. Campos, Jr. vs. Sandiganbayan, et al. (173 SCRA 72 [1989]), this Court categorically stated that amicable settlements and compromises are not only allowed but actually encouraged in civil cases. A specific grant of immunity from criminal prosecutions was also sustained. In Benedicto vs. Board of Administrators of Television Stations RPN, BBC, and IBC (207 SCRA 659 [1992]), the Court ruled that the authority of the PCGG to validly enter into Compromise Agreement for the purpose of avoiding litigation or putting an end to one already commenced was indisputable. x x x (italics supplied)
Verily, the first part of Section 4, Rule 1 of the Interim Rules is categorical. Save for the exceptions clearly stated therein, the provision enunciates that a decision and order issued under the Interim Rules shall be enforceable immediately after the rendition thereof. In order to assail the decision or order, however, the second part of the provision speaks of an appeal or petition that needs to be filed by the party concerned. In this appeal or petition, a restraining order must be sought from the appellate court to enjoin the enforcement or implementation of the decision or order. Unless a restraining order is so issued, the decision or order rendered under the Interim Rules shall remain to be immediately executory.The rule providing that a petition for review under Rule 43 of the Rules of Court is the proper mode of appeal in intra-corporate controversies, as embodied in A. M. No. 04-9-07-SC, has been in effect since October 15, 2004. Hence, the filing by POTC and PHC (Nieto Group) of the petition for certiorari on March 21, 2007 (C.A.-G.R. SP No. 98399) was inexcusably improper and ineffectual. By virtue of its being an extraordinary remedy, certiorari could neither replace nor substitute an adequate remedy in the ordinary course of law, like appeal in due course.149 Indeed, the appeal under Rule 43 of the Rules of Court would have been adequate to review and correct even the grave abuse of discretion imputed to the RTC.150cralaw virtualaw library
On September 14, 2004, the Court issued a Resolution in A.M. No. 04-9-07-SC to rectify the situation wherein “lawyers and litigants are in a quandary on how to prevent under appropriate circumstances the execution of decisions and orders in cases involving corporate rehabilitation and intra-corporate controversies.” To address the “need to clarify the proper mode of appeal in [cases involving corporate rehabilitation and intra-corporate controversies] in order to prevent cluttering the dockets of the courts with appeals and/or petitions for certiorari,” the Court thereby resolved that:1. All decisions and final orders in cases falling under the Interim Rules of Corporate Rehabilitation and the Interim Rules of Procedure Governing Intra-Corporate Controversies under Republic Act No. 8799 shall be appealable to the Court of Appeals through a petition for review under Rule 43 of the Rules of Court.x x x x
2. The petition for review shall be taken within fifteen (15) days from notice of the decision or final order of the Regional Trial Court. Upon proper motion and the payment of the full amount of the legal fee prescribed in Rule 141 as amended before the expiration of the reglementary period, the Court of Appeals may grant an additional period of fifteen (15) days within which to file the petition for review. No further extension shall be granted except for the most compelling reasons and in no case to exceed fifteen (15) days. (Emphases ours.)
The issue that needs to be resolved at this point is whether or not petitioners pursued the correct remedy in questioning the RTC Decisions in Civil Case Nos. Q-04-091, Q-04-092 and Q-04-093. Corollary to this is whether or not the petitions for certiorari filed by petitioners could have been treated as petitions for review under Rule 43 of the Rules of Court, in accordance with the provisions of the Resolution in A.M. No. 04-9-07-SC, such that petitioners can be considered to have availed themselves of the proper remedy in assailing the rulings of the RTC.
We answer in the negative.
The term “petition” in the third and fourth paragraphs of A.M. No. 04-9-07-SC, cannot be construed as to include a petition for certiorari under Rule 65 of the Rules of Court. The rationale for this lies in the essential difference between a petition for review under Rule 43 and a petition for certiorari under Rule 65 of the Rules of Court.
x x x x
The RTC Decisions in Civil Case Nos. Q-04-091, Q-04-092 and Q-04-093 are final orders that disposed of the whole subject matter or terminated the particular proceedings or action, leaving nothing to be done but to enforce by execution what has been determined. As the RTC was unquestionably acting within its jurisdiction, all errors that it might have committed in the exercise of such jurisdiction are errors of judgment, which are reviewable by a timely appeal.
x x x x
The Court of Appeals (12th Division) was, therefore, correct in dismissing the petition for certiorari in CA-G.R. SP No. 85878, which assailed the RTC Decision in Civil Case No. Q-04-091. x x x148cralaw virtualaw library
Misbehavior means something more than adverse comment or disrespect. There is no question that in contempt the intent goes to the gravamen of the offense. Thus, the good faith, or lack of it, of the alleged contemnor should be considered. Where the act complained of is ambiguous or does not clearly show on its face that it is contempt, and is one which, if the party is acting in good faith, is within his rights, the presence or absence of a contumacious intent is, in some instances, held to be determinative of its character. A person should not be condemned for contempt where he contends for what he believes to be right and in good faith institutes proceedings for the purpose, however erroneous may be his conclusion as to his rights. To constitute contempt, the act must be done willfully and for an illegitimate or improper purpose.Nonetheless, the Court states that the power to punish for contempt is inherent in all courts, and is essential to the preservation of order in judicial proceedings and to the enforcement of judgments, orders, and mandates of the court, and ultimately, to the due administration of justice. But such power should be exercised on the preservative, not on the vindictive, principle. Only in cases of clear and contumacious refusal to obey should the power be exercised. Such power, being drastic and extraordinary in its nature, should not be resorted to unless necessary in the interest of justice.152cralaw virtualaw library
To begin with, this Court is not a trier of facts. It is not its function to examine and determine the weight of the evidence supporting the assailed decision. In Philippine Airlines, Inc. vs. Court of Appeals (275 SCRA 621 [1997]), the Court held that factual findings of the Court of Appeals which are supported by substantial evidence are binding, final and conclusive upon the Supreme Court. So also, well-established is the rule that “factual findings of the Court of Appeals are conclusive on the parties and carry even more weight when the said court affirms the factual findings of the trial court.” Moreover, well entrenched is the prevailing jurisprudence that only errors of law and not of facts are reviewable by this Court in a petition for review on certiorari under Rule 45 of the Revised Rules of Court, which applies with greater force to the Petition under consideration because the factual findings by the Court of Appeals are in full agreement with what the trial court found.We affirm, therefore, the appealed consolidated decision promulgated in C.A.-G.R. SP No. 101225, C.A.-G.R. SP No. 98097 and C.A.-G.R. SP No. 98399, and dismiss the petitions of the Locsin/Nieto-PCGG Group filed in G.R. No. 184712-14 and G.R. No. 186066.
Endnotes:
* In lieu of Associate Justice Teresita Leonardo-De Castro, who inhibited due to her prior participation in the Sandiganbayan, per the raffle of December 3, 2008.
1Rollo (G.R. No. 186066), p. 90.
2 Id. at 90-91.
3 Id. at 91.
4 Id.
5 Id. at 91-92.
6 Id. at 92.
7 Id. at 92-93.
8 Id. at 93.nadcralawlibrary
9 Id. at 93-94.redcralaw
10 Id.
11 Id. at 94-95.
12 Id. at 95.
13 Id. at 97
14 Id. at 98.
15 Id.
16 Id.
17 Id. at 99.
18 Id.
19 Id.
20 Id.
21 Id. at 100.
22 Id.
23 Id.
24 Id. at 100-101.red cralawlibrary
25 Id. at 101.
26 Approved on July 19, 2000.
27Rollo (G.R. No. 186066), p. 101.
28 Id.
29 Id. at 102.
30 Id.
31 Id.
32 Id. at 103-104.
33 Id. at 104.
34 Id.
35 Id.
36 Id. at 105.cralaw
37 Id. at 106.
38 Id.
39 Id.
40 Id.
41 Id. at 107
42 Id. at 107-109.
43 Id. at 109-110.
44 Id. at 110-111.
45 Id. at 111-112.
46 Id. at 112-113.
47 Id. at 113-114.
48 Id. at 114.
49 Id.
50 Id. at 114-115.
51 Id. at 115-116.
52 Id. at 116-118.
53 Id. at 118.
54 Id. at 118-119.
55Rollo (G.R. No. 184622), pp. 277-278.
56 Id. at 279-282.
57Rollo (G.R. No. 186066), p. 120.
58 Id. at 120-121.
59 Id. at 121-122.
60 Id. at 122.
61 Id. at 123.
62 Id. at 123-124.
63 Id. at 124.
64 Id. at 180-188; penned by Associate Justice Conrado M. Vasquez, Jr. (later Presiding Justice, but since retired), with the concurrence of Associate Justice Rebecca De Guia-Salvador and Associate Justice Aurora Santiago Lagman (retired).
65 Id. at 124.
66 Id. at 124-125.
67 Id. at 125-126.
68 Id. at 126.
69 Id.
70 Id.
71 Id. at 127.
72 Id.
73 Id. at 130.
74 Id. at 130-131.
75 Id. at 131.
76 Id.
77 Id. at 132.
78 Id. at 132-133.
79 Id. at 133.
80 Id.
81 Id. at 133-134.
82 Id. at 134.
83 Id.
84 Id. at 135.
85 Id.
86 Id.
87 Id. at 136.
88 Id.
89 Id. at 137-138.
90 Id. at 138.
91 Id.
92 Id. at 138-139.
93 Id. at 139
94 Id. at 139-140.
95 Id. at 140.
96 Id. at 140-142.
97 Id. at 142-143.
98 Id. at 144.
99 Id. at 144-145.
100Rollo (G.R. No. 186590), pp. 52-65.
101 Id. at 67-70.
102Rollo (G.R. No. 186066), pp. 87-175; penned by Associate Justice Teresita Dy-Liacco Flores (retired), and concurred in by Associate Justice Portia Aliño-Hormachuelos (retired) and Associate Justice Hakim S. Abdulwahid.
103 Id. at 175.
104 Id. at 177-179.
105Rollo (G.R. No. 184622), p. 27.
106Rollo (G.R. Nos. 184712-14), p. 30.
107 Id. at 37.
108 Id. at 39.
109 Id. at 41.
110Rollo (G.R. No. 186590), p. 20.
111Rollo (G.R. No. 186066), pp. 41-42.
112Rollo (G.R. No. 184712-14), p. 30.
113 Id. at 32.
114 Id. at 37.
115 Id. at 39.
116 Id. at 41.
117 Id. at 490.
118 Id. at 492.
119 Id. at 493.
120Rollo (G.R. No. 184622), p. 27.
121 Id. at 29.
122 Victor Africa, acting pro se, submitted a Comment with the manifestation that the Comment of the other respondents was the more appropriate pleading, id. at 103-107.
123Rollo (G.R. No. 184622), pp. 148-151.
124Rollo (G.R. No. 186590), p. 31.
125 Id. at 466.
126Rollo (G.R. No. 186066), p. 42.
127 Id. at 49.
128 Id. at 59-60.
129 Id. at 62-63.
130 Id. at 557.
131 Id.
132 Id. at 560.
133 Id. at 564-565.
134 Id. at 565.
135Yujuico v. Quiambao, G.R. No. 168639, January 29, 2007, 513 SCRA 243, 254.
136 Section 5, PD 902-A. See also Section 1, Rule 1 of the Interim Rules of Procedure Governing Intra-Corporate Controversies under R.A. No. 8799.
137Machado v. Gatdula, G.R. No. 156287, February 16, 2010, 612 SCRA 546, 559.
138 Section 2. The Presidential Commission on Good Government shall file all such cases, whether civil or criminal, with the Sandiganbayan, which shall have exclusive and original jurisdiction thereof.
139 G.R. No. 85339, August 11, 1989, 176 SCRA 447, 461-462.
140 Bold emphases were supplied.
141 G.R. No. 85576, June 8, 1990, 186 SCRA 447, 453 (italicized portions are part of the original text, but bold emphases are supplied).
142 Black’s Law Dictionary, Fifth Edition.
143Confederation of Sugar Producers Association, Inc. v. Department of Agrarian Reform (DAR), G.R. No. 169514, March 30, 2007, 519 SCRA 582, 618.
144 Id. at 618-619.
145Ty v. Banco Filipino Savings & Mortgage Bank, G.R. No. 144705, November 15, 2005, 475 SCRA 65, 75-76.
146Republic v. Sandiganbayan, G.R. No. 141796 and G.R. No. 141804, June 15, 2006, 460 SCRA 146, 167-169 (bold emphases are part of the original text).
147 G.R. No. 169345, August 25, 2010, 629 SCRA 145.
148 Id. at 168-173 (bold emphases are part of the original text).
149 Section 1, Rule 65, Rules of Court.
150Heirs of Spouses Teofilo M. Reterta and Elisa Reterta v. Spouses Lorenzo Mores and Virginia Lopez, G.R. No. 159941, August 17, 2011, 655 SCRA 580, 594-595
151 G.R. No. 155849, August 31, 2011, 656 SCRA 331, 349-350.
152Bank of the Philippines Island v. Calanza, G.R. No. 180699, October 13, 2010, 633 SCRA 186, 193.
153Tomawis v. Tabao-Caudong, G.R. No. 166547, September 12, 2007, 533 SCRA 68, 85; Lim v. BPI Agricultural Development Bank, G. R. No. 179230; March 9, 2010, 614 SCRA 696, 702.
154W-Red Construction and Development Corp. v. Court of Appeals, G.R. No. 122648, August 17, 2000, 338 SCRA 341, 345.
155 G.R. No. 133148, November 17, 1999, 318 SCRA 373, 382.