G.R. No. 154291, November 12, 2014
LOPEZ REALTY, INC. AND ASUNCION LOPEZ-GONZALES, Petitioners, v. SPOUSES REYNALDO TANJANGCO AND MARIA LUISA ARGUELLES-TANJANGCO, Respondents.
D E C I S I O N
a. Asuncion Lopez-Gonzalez (Asuncion) - 7,831 shares;
b. Arturo F. Lopez (Arturo) - 7,830 shares;
c. Teresita Lopez-Marquez (Teresita) - 7,830 shares;
d. Rosendo de Leon (Rosendo) - 5 shares
e. Benjamin Bernardino (Benjamin) - 1 share;
f. Augusto de Leon (Augusto) - 1 share; and
g. Leo Rivera (Leo) — 1 share4
MINUTES OF SPECIAL MEETING OF STOCKHOLDERS OF LOPEZ REALTY[,] INCORPORATED ON JULY 27, 1981 AT 3:00 P.M.
STOCKHOLDERS PRESENT: TERESITA L. MARQUEZ - 7,830 shares ASUNCION F. LOPEZ - 7,831 shares ARTURO F. LOPEZ - 7,830 shares ROSENDO DE LEON - 5 share [s] BENJAMIN B. BERNARDINO - 1 share LEO R. RIVERA - 1 share TOTAL 23,498 Shares
II. Sale of One-Half (1/2) Share of Lopez Realty, Inc. in Trade Center Building
The matter of the sale of V% share of Lopez Realty, Inc., in the Trade Center Building was taken up. Atty. Benjamin B. Bernardino informed the body that the selling price is pegged at 4 Million Pesos, and the Tanjangcos are offering 3.6 Million Pesos plus 50% of the receivables or a total of 3.8 Million Pesos payable under the following terms:1) 50% - upon registration 50% - 30 days thereafterASUNCION F. LOPEZ countered for a selling price of 5 Million Pesos, LOPEZ REALTY, INC., clean and of everything. At this point, TERESITA L. MÁRQUEZ and BENJAMIN B. BERNARDINO offered to ASUNCION F. LOPEZ that they (she) accept (equal) the TANJANGCO's offer as stated above. At this juncture, ASUNCION F. LOPEZ xxx called and talked with TANJANGCO over the phone three (3) times and offered the selling price at 5 Million Pesos but the latter did not move from their original offer as above-stated.
2) All expenses and documentary stamp tax to be born[e] by the Tanjangcos.
3) Transfer Tax and Reserve Fund to be borne by Lopez Realty, Inc.
It was finally agreed by the body that ASUNCION F. LOPEZ x x x be given the priority to accept [equal] the TANJANGCO offer and the same to be exercised within ten (10 accept) days. Failure on her part to act on the offer, the said offer will be deemed accepted.6chanrobleslaw
(Emphasis in the original)
III. Upon motion duly seconded, Mr. ARTURO F. LOPEZ had been authorized by the Board to immediately negotiate with the Tanjangcos on the matter of the latter's offer to purchase 14 of the Trade Center Building and in connection therewith he is given full power and authority by the Board to carry out the complete termination of the sale terms and conditions as embodied in the Resolution of July 27, 1981 and in connection therewith is likewise authorized to sign for and in behalf of Lopez Realty Incorporated.
Series of 1981
RESOLVED, as it is hereby resolved that ARTURO F. LOPEZ negotiate with the Tanjangcos on the matter of the sale of 1/2 of Trade Center Bldg., in accordance with the terms and conditions embodied in the Minutes of the Special Meeting of July 27, 1981.9 (Emphasis in the original)
Series of 1981
"In view of the cable of Ms. Asuncion Lopez, the [B]oard decided to postpone [the] final action on the sale of Lopez Realty, Inc. share in Trade Center Building to the Tanjangcos so that she can be enlightened on all proceedings of the Board during her absence.
At this juncture, Juanito Santos moved for the ratification and confirmation of the sale of Trade Center Building to the [spouses Tanjangco] and thereby ratifying and confirming all minutes relative to the sale made to the [spouses Tanjangco], and the same being seconded, it was placed to a vote amongst the stockholders and Directors present and the votes were as follows:Leo Rivera - yesAfter the ratification and confirmation of the sale of Trade Center Building, Asuncion Lopez stated that she is not preparing the minutes of today's meeting as well as that of June 29, 1982 and prior ones, but she was reminded that if she refuses to do what is incumbent upon her as Secretary, the same would be prepared and if she refuses to sign, that's up to her, for the corporation is governed by the Board of Directors coupled by the majority of the stockholders who ratify the acts of the Board.
Rosendo de Leon - yes
Juanito Santos - yes
Benjamin Bernardino - yes
That the sale of Trade Center Building in point of stockholders and in point of the Board of Directors had been duly ratified and confirmed and likewise it was moved and seconded that the votes will be submitted to the Securities and Exchange Commission (SEC) in order that the said office may be properly apprised of the situation of Lopez Realty, Inc.
There being no further business to take up, upon motion and duly seconded, the meeting [is] adjourned.22
WHEREFORE, premises considered, judgment is hereby rendered, thus:chanroblesvirtuallawlibrary
1. Declaring null and void the Deed of Sale, dated 5 October 1981, signed by defendant Arturo Lopez, in behalf of Lopez Realty[,] Inc., and defendants Spouses Reynaldo and Maria Luisa Tanjangco, involving the interest of Lopez Realty, Inc. in the Trade Center Building;
2. Directing the Register of Deeds of Manila to cancel Transfer Certificate of Title Nos. 145983, 145984 and 145985 in the name of Maria Luisa Arguelles married to Reynaldo Tanjangco and to reinstate Transfer Certificates of Title Nos. 127778, 127779 and 127780 in the names of Lopez Realty, Inc. and Maria Luisa Arguelles married to Reynaldo Tanjangco;
3. Directing defendants Spouses Reynaldo and Maria Luisa Tanjangco to make an accounting of all the rentals they collected from the Trade Center Building from 5 October 1981 and, thereafter, to remit to plaintiff, Lopez Realty, Inc., one-half (1/2) of the net amount (after deducting reasonable expenses), plus yearly interest in the amount of 12% until fully paid, all within 90 days from the finality of this decision;
4. Directing plaintiff Lopez Realty, Inc. to return to defendants spouses Reynaldo and Maria Luisa Tanjangco the amount of P1,800,000.00; and,
5. Directing defendants, Spouses Reynaldo and Maria Luisa Tanjangco to pay plaintiff the amount of P150,000.00 as attorney's fees.
On this issue, the Court rules in favor of the plaintiff. There is merit in plaintiffs contention that the 17 August 1981 meeting of the Board of Directors of Lopez Realty was illegal. Section 53 of the Corporation Code of the Philippines categorically provides:"Sec. 53. Regular and Special Meeting[s] of Directors [or] Trustees — Regular meeting of the board of directors or trustees of every corporation [shall be] held monthly[,] unless the by-laws provides [sic] otherwise.cralawredPlaintiff alleged that no notice was sent to her prior to the 17 August 1981 meeting. The Court is inclined to give credit to this allegation considering that defendants never contested the same. Hence, the said meeting was illegal and the resolution adopted during the meeting would not produce the effect of binding the corporation, Lopez Realty.30
x x x x
Meeting[s] of directors or trustees of corporations may be held [anywhere] in or outside [of] the Philippines, unless the by-laws provides [sic] otherwise. Notice of the regular or special meeting[s] stating the date, time and place of the meeting must be sent to every director or trustee, at least, one (1) day prior to the scheduled meeting[,] unless otherwise provided by the by-laws. A director or trustee may waive this requirement, either expressly or impliedly."
Notwithstanding the assertions of the defendants, the Court gives credit to plaintiff's] claim. The claim, which was made under oath, has not been contested by defendants. Besides, the copy of the minutes itself xxx corroborates it. From a physical examination of said minutes, it appears that among the five alleged directors present[,] only de Leon, Bernardino and Santos signed over their names at the bottom of the minutes. Gonzalez and Rivera, whose names are also written thereon do not have their signatures on. Since the vote of Santos does not count, he not being qualified to sit as director, only the two votes de Leon and Bernardino count for ratification. But that did not constitute a majority vote. Consequently, there was no valid ratification of the sale of Lopez Realty's interest in the Trade Center Building. The sale has remained invalid and not binding upon the corporation.31
Concerning the third issue, the Court finds no valid reason to compel defendants to sign the alleged compromise agreement. Granting that defendants Tanjangcos did signify initially their conformity with the terms and conditions of the compromise agreement as alleged by plaintiff, the same did not reach maturity prior to its execution in writing. Hence, defendants did not commit breach of contract when, afterwards, they refused to sign the compromise agreement.32
It is to be recalled that the validity of the board meeting of August 17, 1981 has already been challenged before the high court, albeit, on another matter. In Lopez Realty, Inc. vs. Fontecha, 247 SCRA 183 , the same plaintiffs-appellants challenged the validity of the board resolution granting gratuity pay and other benefits to some of the company's employees on the ground that the meeting was allegedly convened without prior notice to the directors. The high court, citing American jurisprudence, ruled that the [sic] "an action of the board of directors during a meeting, which was illegal for lack of notice, may be ratified either expressly, by the action of the directors in subsequent legal meeting, or impliedly, by the corporation's subsequent course of conduct." x x x In holding the meeting to have been valid, the same Court, among others, considered the following circumstances: petitioner corporation did not issue any resolution revoking or nullifying the board resolutions granting gratuity pay; and, petitioner therein Asuncion Lopez-Gonzales was aware of the said obligations and even acquiesced thereto by signing two of the checks for gratuity pay. In the case at bench, it was duly established that the matter of the sale of the property to the Tanjangcos has been taken up in the subsequent meetings of the corporation culminating in the meeting of July 30, 1982, where the stockholders ratified and confirmed not only the sale of Trade Center Building to the appellants Tanjan[g]cos but also all minutes relative to the said sale. It likewise appears that in the aforesaid July 30, 1982 meeting, appellant Gonzales was present and was clearly outvoted by the other stockholders.34
Based on a perusal of the title of the minutes, "MINUTES OF THE MEETING OF THE STOCKHOLDERS AND BOARD OF DIRECTORS OF LOPEZ REALTY, INCORPORATED HELD AT ITS PRINCIPAL OFFICE AT RM. 404 DON. PAQUITO BUILDING, 99 DASMARINAS STREET, BINONDO, MANILA ON FRIDAY, JULY 30, 1982 AT 2:00 P.M.," x x x it is immediately apparent that the meeting was a joint board and stockholders' meeting. The manner of taking the roll of attendance likewise confirms the participation of the attendees as stockholders,-while the minutes of the meeting shows that there were instances when the attendees were asked to vote as directors x x x.
"PRESENT: Ms. SONY LOPEZ 7,831 shares Mr. BENJAMIN B. BERNARDINO 1 share and representing Arturo F. Lopez 7,831 shares Mr. JUANITO L. SANTOS (representing the Estate of Teresita Lopez Márquez) 7,830 shares Mr. LEO RIVERA 1 share Mr. ROSENDO DE LEON 5 shares ------------- TOTAL SHARES REPRESENTED 23.499 shares
x x x xUnder Section 40 of the Corporation Code-the sale of the company assets requires the majority vote of the board of directors and vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock. In the minutes of the July 30, 1982 meeting, the matter of the sale of the subject property was put to a vote "among stockholders and Directors present" x x x jointly assembled, hence, a joint vote.
Section 40. Sale or other disposition of assets. -Subject to the provisions of existing laws on illegal combinations and monopolies, a corporation may, by a majority vote of its board of directors or trustees, sell, lease, exchange, mortgage, pledge or otherwise dispose of all or substantially all of its property and assets, including its goodwill, upon such terms and conditions and for such consideration, which may be money, stocks, bonds or other instruments for the payment of money or other property or consideration, as its board of directors or trustees may deem expedient, when authorized by the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, or in case of non-stock corporation, by the vote of at least to two-thirds (2/3) of the members, in a stockholders' or members' meeting duly called for the purpose. Written notice of the proposed action and of the time and place of the meeting shall be addressed to each stockholder or member at his place of residence as shown on the books of the corporation and deposited to the addressee in the post office with postage prepaid, or served personally: Provided, That any dissenting stockholder may exercise his appraisal right under the conditions provided in this Code.
A sale or other disposition shall be deemed to cover substantially all the corporate property and assets if thereby the corporation would be rendered incapable of continuing the business or accomplishing the purpose for which it was incorporated.
After such authorization or approval by the stockholders or members, the board of directors or trustees may, nevertheless, in its discretion, abandon such sale, lease, exchange, mortgage, pledge or other disposition of property and assets, subject to the rights of third parties under any contract relating thereto, without further action or approval by the stockholders or members.cralawred
x x x x
Going back to the board of directors, even excluding the affirmative vote of Juanito Santos whose qualification as director was questioned by appellant Gonzales, the votes of Leo Rivera, Benjamin Bernardino and Rosendo de Leon, as directors, forms the majority required for the ratification of the sale, as contemplated in the abovequoted provision of the Corporation Code. Although the tally of votes did not indicate the capacity under which the votes were taken[.] We follow the high court's ruling in Zamboanga Transportation Co. vs. Bachrach Motor Co.,52 Phil. 244, 259-60 , thus:"We therefore conclude that when the president of the corporation, who is one of the principal stockholders and at the same time its general manager, auditor, attorney or legal adviser, is empowered by its by-laws to enter into chattel mortgage contracts, subject to the approval of the board of directors, and enters into such contracts with the tacit approval of two other members of the board of directors, one of whom is also a principal shareholder, both of whom, together with the president, form a majority, and said corporation takes advantage of the benefits afforded by said contract, such acts are equivalent to an implied ratification of said contract by the board of directors and binds the corporation even if not formally approved by said board of directors as required by the by-laws of the aforesaid corporation."When therefore the aforementioned three directors voted in favor of the ratification, their votes are, at the very least, tacit approval sufficient for the application of the aforequoted ruling. It is of no moment that the signature of only two directors appears at the bottom of the minutes, for it does not refer to the results of the voting.
On the part of the stockholders, it appears that Leo Rivera, Rosendo De Leon, Juanito Santos and Benjamin Bernardino, two of them representing two principal stockholders, voted to ratify the sale of the property to the appellants Tanjangcos. The cumulation of their votes constitute sixty-seven per cent [sic] or two-thirds of the capital stock of the appellant company. The contract has thus, been validly ratified.35
Assailing the trial court's jurisdiction over the complaint filed in the court below, the following grounds were adduced to assail it, to wit: first, it involves an intra-corporate controversy falling under the original and exclusive jurisdiction of the Securities and Exchange Commission under Section 5(b) of P.D. No. 902-A; and, second, appellant Gonzales has no legal personality to institute the case.
In the determination of whether the Securities and Exchange Commission ("SEC") shall have jurisdiction over the complaint, there must be a concurrence of [the] following elements, to wit: "(1) the status or relationship of the parties; and (2) the nature of the question that is the subject of their controversy." x x x The Court further explained it in this wise:chanRoblesvirtualLawlibrary"The first element requires that the controversy must arise out of intracorporate 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 franchises. The second element requires that the dispute among the parties be intrinsically connected with the regulation of the corporation, partnership or association or deal with the internal affairs of the corporation, partnership or association. After all, the principal function of the SEC is the supervision and control of corporations, partnerships and associations with the end in view that investments in these entities may be encouraged and protected, and their activities pursued for the promotion of economic development." x x xReading the title of the Complaint, dated October 31, 1981, designated as one for annulment of sale, cancellation of title, reconveyance and damages with prayer for the issuance of a writ of preliminary prohibitory injunction x x x, it is immediately apparent that the principal defendants being sued are not "stockholders, members of associates" of the appellant Lopez Realty, Inc., but rather vendees of the subject property, x x x In Dee vs. Securities and Exchange Commission,
199 SCRA 238, 250 , the Supreme Court summarized Section 5 of P.D. No. 902-A in the following manner:"In other words, in order that the SEC can take cognizance of a case, the controversy must pertain to any of the following relationships: (a) between corporation, partnership or association and the public; (b) between the corporation, partnership or association and its stockholders, partners, members, or officers; (c) between the corporation, partnership or association and the state insofar as its franchise, permit or license to operate is concerned; and (d) among the stockholders, partners or associates themselves. ["] x x xSince the principal defendants-appellants, the Spouses Tanjangcos, are not connected, in the abovedescribed manner, to appellant Lopez Realty, Inc., then the SEC has no jurisdiction over the case. Moreover, upon a further reading of the body of the complaint, it appears that the annulment of the sale to the appellants Tanjangcos was being sought on the ground of the lack of valid consent on the part of Lopez Realty, Inc., the vendor. The internal affairs of the corporation were being brought into the controversy merely to prove that it never authorized appellant Arturo Lopez to execute the deed of sale. Hence, the controversy is not intrinsically connected to the regulation or operation of the corporation, negating the existence of the second element as required in Lozano vs. delos Santos, x x x.
As to the alleged legal personality of appellant Asuncion Lopez- Gonzalez, to file the action in the court below, although the Corporation Code does not contain any provision granting such right, the Supreme Court has recognized derivative suits, as valid, provided the following requisites are complied with, to wit:chanRoblesvirtualLawlibrary"a) the party bringing suit be a shareholder as of the time of the act or transaction complained of;Appellant Gonzales has been duly established to be a major stockholder in appellant company and she registered her opposition to the sale, by cable sent on August 25, 1981, as reflected in the Minutes of the Meeting of the Board of Directors on September 16, 1981 x x x on the ground that the corporation would be prejudiced by the extremely low price.
b) he has exhausted intra-corporate remedies, i.e., has made a demand on the board of directors for the appropriate relief but the latter has failed or refused to heed his plea; and
c) the cause of action actually devolves on the corporation, the wrongdoing or harm having been caused to the corporation and not to the particular stockholder bringing the suit[.]" x x x
The rationale for vesting the appellant Gonzales with the legal personality to file the suit may be found in the following summary of the two leading cases on derivative suits, Atwol vs. Merriwether, 1867, and Dodge vs. Woolsey, 1855, respectively promulgated in England and America: "that where corporate directors have committed a breach of trust either by their frauds, [ultra] vires acts, or negligence, and the corporation is unable or unwilling to institute suit to remedy the wrong, a single stockholder may institute that suit, suing on behalf of himself and other stockholders and for the benefit of the corporation, to bring about a redress for the wrong done directly to the corporation and indirectly to the stockholders." x x x36
We are persuaded that the trial court did not commit any error in determining that there was no perfected compromise agreement between the appellants. It is noted that based on the aforequoted testimony, appellant Gonzales was herself aware of the negotiation stage of the proceedings when she allowed the appellants Tanjangcos to add conditions to the option she has chosen. The counsel of appellant Gonzales was likewise of the same opinion when he took the liberty of suggesting the additional provision on tax clearance, although [t]he latter removed it upon conferring with the counsel of appellants Tanjangcos. The aforesaid proceedings are consistent with the process of making reciprocal concessions, characteristic of entering into a compromise, x x x Hence, in Sanchez vs. Court of Appeals, 279 SCRA 647, 676 , the High Court acknowledged the long and tedious process of negotiations undergone by the parties and declared, to wit: "Since this compromise agreement was the result of a long drawn out process, with all the parties ably striving to protect their respective interests and to come out with the best they could, there can be no doubt that the parties entered into it freely and voluntarily. Accordingly, they should be bound thereby. To be valid, it is merely required under the law to be based on real claims and actually agreed upon in good faith by the parties thereto.'" x x x Unfortunately, in the case at bench, the parties never came to an agreement due to the fact that the appellants Tanjangcos backed out. x x x When the appellants Tanjangcos "backed out" or refused to sign the final draft, there was no meeting of the minds or actual agreement between the parties, x x x.
Resolving the claim of damages allegedly sustained when appellant Gonzales sold some of her assets and contracted a sizable loan to cover the consideration of the compromise agreement[.] We find no legal basis for its award. She acted based on an optimistic expectation that the final draft of the compromise agreement would be acceptable to the appellants Tanjangcos. Hence, she testified that she sold her house and lot, as far back as December 1, 1987, or long before the alleged meeting at the chambers of Judge Paguio x x x. Upon further questioning, she revealed that she sold it: "because even prior to March 1, 1988, we have been already negotiating about the compromise and knew beforehand that I have to be ready, and I even thought that the price was a good one reason why I sold it because I knew then that it was a sacrifice price. I would say, that it was a sacrifice price because after a few days someone who live nearby, at the corner, came to me and was even buying the property [at] a higher price." x x x She thus, acted based on the expectation of a settlement and not on the alleged belief that there was already a perfected compromise agreement between her and the appellants Tanjangcos. She even admitted that the negotiations took some time because the parties could not come up with agreeable terms and she herself had to do study the matter, x x x It follows then that the sale of her properties and the loans obtained from the banks were merely tactical errors on her part for which she has no recourse under the law.37
SEC. 53. Regular and special meetings of directors or trustees.— Regular meetings of the board of directors or trustees of every corporation shall be held monthly, unless the by-laws provide otherwise.
Special meetings of the board of directors or trustees may be held at any time upon call of the president or as provided in the by-laws.
Meetings of directors or trustees of corporations may be held anywhere in or outside of the Philippines, unless the by-laws provide otherwise. Notice of regular or special meetings stating the date, time and place of the meeting must be sent to every director or trustee at least one (1) day prior to the scheduled meeting, unless otherwise provided by the by-laws. A director or trustee may waive this requirement, either expressly or impliedly. (Emphasis ours)
The general rule is that a corporation, through its board of directors, should act in the manner and within the formalities, if any, prescribed by its charter or by the general law. Thus, directors must act as a body in a meeting called pursuant to the law or the corporation's bylaws, otherwise, any action taken therein may be questioned by any objecting director or shareholder.38
In stock corporations, shareholders may generally transfer their shares. Thus, on the death of a shareholder, the executor or administrator duly appointed by the Court is vested with the legal title to the stock and entitled to vote it. Until a settlement and division of the estate is effected, the stocks of the decedent are held by the administrator or executor.41 (Citation omitted and emphasis ours)
Q: I am showing to you Exhibit 14, I noticed that Exhibit 14 which is the minutes of the meeting of the stockholders on July 30, 1982 was not prepared by a secretary but was prepared by some members of the board. A: I cannot recall anymore. I cannot give you an opinion on that, because I will be guessing. Q: From the minutes itself? A: That is why I told you I cannot be certain if it was prepared by the secretary or members of the board. This came into existence. Eleven years ago is not a very short period. Q: So you cannot remember now who prepared the minutes of the meeting on July 17, 1982? A: I cannot be accurate - -1 said that.43
The non-signing by the majority of the members of the GSIS Board of Trustees of the said minutes does not necessarily mean that the supposed resolution was not approved by the board. The signing of the minutes by all the members of the board is not required. There is no provision in the Corporation Code of the Philippines-that requires that the minutes of the meeting should be signed by all the members of the board.
The proper custodian of the books, minutes and official records of a corporation is usually the corporate secretary. Being the custodian of corporate records, the corporate secretary has the duty to record and prepare the minutes of the meeting. The signature of the corporate secretary gives the minutes of the meeting probative value and credibility. In this case, Antonio Eduardo B. Nachura, Deputy Corporate Secretary, recorded, prepared and certified the correctness of the minutes of the meeting of 23 April 1982; and the same was confirmed by Leonilo M. Ocampo, Chairman of the GSIS Board of Trustees. Said minutes contained the statement that the board approved the sale of the properties, subject matter of this case, to respondent La'o.44 (Citations omitted and emphasis ours)
"PRESENT: Ms. SONY LOPEZ 7,831 shares Mr. BENJAMIN B. BERNARDINO 1 share and representing Arturo F. Lopez 7,831 shares Mr. JUANITO L. SANTOS
(representing the Estate of Teresita Lopez Márquez)
7,830 shares Mr. LEO RIVERA 1 share Mr. ROSENDO DE LEON 5 shares ------------- TOTAL SHARES REPRESENTED 23,499 shares45
Clearly, the acquisition by PRCI of JTH and the constitution of the JTH Board of Directors are no longer just the acts of the majority of the PRCI Board of Directors, but also of the majority of the PRCI stockholders. By ratification, even an unauthorized act of an agent becomes the authorized act of the principal. To declare the Resolution dated 26 September 2006 of the PRCI Board of Directors null and void will serve no practical use or value, or affect any of the rights of the parties, because the Resolution dated 7 November 2006 of the PRCI stockholders — approving and ratifying said acquisition and the manner in which PRCI shall constitute the JTH Board of Directors — will still remain valid and binding.47 (Citation omitted and emphasis ours)
* Acting Member per Special Order No. 1866 dated November 4, 2014 vice Associate Justice Diosdado M. Peralta.
1 Rollo, pp. 12-43.
2 Penned by Associate Justice Teodoro P. Regino, with Associate Justices Eugenio S. Labitoria and Rebecca De Guia-Salvador, concurring; id. at 299-327.
3 Issued by Judge Ruben A. Mendiola; id. at 46-56.
4 Id. at 15. Id.
6 Id. at 371-372.
7 See Appellant's Brief; id. at 87.
8 Id. at 47.
9 Id. at 247-248.
10 Id. at 86.
11 Id. at 87.
12 Id. at 87-88, 312.
13 Id. at 88-89.
14 Id. at 89-90.
15 Id. at 90. Id. at 302. Records, pp. 1-11.
18Rollo, p. 364.
19 Id. at 255, 377.
20Id. at 364.
21 Id. at 365.
22 Id. at 91-92, 255-256, 378; records, p. 182.
23 Id. at 365.
25 Id. at 366.
26 Id. at 302-303.
27 Id. at 48.
28 Id. at 46-56.
29 Id. at 55-56.
30 Id. at 51-52.
31 Id. at 54-55.
32 Id. at 55.
33 317 Phil. 216(1995).
34Rollo, pp. 313-314.
35 Id. at 315-318.
36 Id. at 308-310.
37 Id. at 325-326.
38 Supra note 33, at 226.
39Yasuma v. Heirs of Cecilio S. de Villa, 531 Phil. 62, 68 (2006).
40 530 Phil. 609 (2006).
41 Id. at 625.
42 599 Phil. 565 (2009).
43 TSN, August 11, 1995, p. 41.
44 Supra note 42, at 581-582.
45 Records, p. 180.
46 622 Phil. 661 (2009).
47 Id. at 720.
48Eduarte v. People, 603 Phil. 504, 512-513 (2009).