FIRST DIVISION
A.C. No. 12843, March 18, 2021
ERLINDA BILDNER, Complainant, v. ATTY. SIKINI C. LABASTILLA AND ATTY. ALMA KRISTINA ALOBBA, Respondents.
D E C I S I O N
CARANDANG, J.:
Before this Court is a Complaint1 dated July 5, 2006 filed by complainant Erlinda I. Bildner (Bildner) against respondents Atty. Sikini C. Labastilla (Atty. Labastilla) and Atty. Alma Kristina O. Alobba (Atty. Alobba; collectively, respondents) before the Commission on Bar Discipline of the Integrated Bar of the Philippines (IBP-CBD). In the Complaint, Bildner prayed for respondents' disbarment and the removal of their names from the roll of attorneys.
The instant complaint forms part of a myriad of cases originating from an intra-corporate dispute between two groups vying for seats in the Board of Directors (Board) of Philippine Overseas Telecommunications Corporation (POTC) and Philippine Communications Satellite Corporation (PHILCOMSAT). PHILCOMSAT is a domestic corporation organized for the purpose of providing telecommunication services throughout the Philippines. POTC is organized for the purpose of constructing, installing, maintaining, and operating communications satellite systems, satellite terminal stations, and associated equipment and facilities in the Philippines. Since PHILCOMSAT is a wholly-owned subsidiary of POTC, whoever had control of POTC held 100% of PHILCOMSAT. On the other hand, whoever had control of PHILCOMSAT exercised 81% control of POTC.2
Prior to 1986, POTC was owned by six families through their individual members and/or their corporations, i.e., the Africas, Benedictos, Ponce-Enriles, Ilusorios, Nietos, and Pobladors. When former President Ferdinand E. Marcos (Marcos) fled the country after the EDSA Revolution, Jose O. Campos, the representative of POTC's largest shareholders (Independent Realty Corporation (IRC) and Mid-Pasig Land Development Corporation (MLDC)) surrendered IRC and MLDC's 5,400 shares to the Presidential Commission on Good Governance (PCGG) - stating that these were part of Marcos' ill-gotten wealth.3
In a complaint filed by the Republic seeking to recover Marcos' illgotten wealth, Potenciano Ilusorio (Ilusorio) claimed that he legally owned 5,400 shares in POTC but was threatened and intimidated to transfer 3,644 shares to IRC, 1,755 shares to MLDC, and one share to Ferdinand Marcos, Jr. because he (Ilusorio) got the ire of former First Lady Imelda Marcos. On June 28, 1996, the Republic, IRC, and MLDC entered into a Compromise Agreement with Ilusorio where 4,727 of the contested 5,400 POTC shares stayed with IRC and MLDC while Ilusorio received 673 shares. Upon the Sandiganbayan's (SB) approval of the Compromise Agreement, the SB ordered POTC's Board, President, and Corporate Secretary to issue the corresponding stock certificates to IRC, MLDC, and Ilusorio. Manuel H. Nieto, Jr.'s (Nieto) falling out with the other stockholders of POTC and PHILCOMSAT resulted in a struggle for control between the Nieto-PCGG group and Africa-Bildner group.4
The Africa-Bildner group was able to take control of the management and operations of POTC and PHILCOMSAT by virtue of POTC's Special Stockholders' meeting held on September 22, 2000.5 Still, the Nieto-PCGG continued to hold their own stockholders' meetings. The Securities and Exchange Commission (SEC), thus, issued two Orders dated July 8, 2004 and July 26, 2004, respectively, stating the requirements for the conduct of POTC's and PHILCOMSAT's separate stockholders' meetings.6 On August 9, 2005, the SEC recognized the POTC and PHILCOMSAT stockholders' meetings conducted by the Nieto-PCGG group because the same found to be in compliance with the Order dated July 8, 2004. The Africa-Bildner group was able to secure a Temporary Restraining Order (TRO) dated August 31, 2004 from the CA, enjoining the Nieto-PCGG group from implementing the three SEC Orders.7 The CA TRO was eventually replaced with a Writ of Preliminary Injunction (WPI) dated October 25, 2004.8
Atty. Labastilla, as counsel for the Nieto-PCGG group, filed on September 21, 2005 a complaint for injunction before the SB upon discovering that the Africa-Bildner group was holding POTC's and PHILCOMSAT's stockholders' meetings on the next day (SB complaint). During those meetings, Bildner was elected Chair of the Board for POTC and PHILCOMSAT. However, because of the SB complaint, the NietoPCGG group was able to secure a TRO from the SB dated September 23, 2005 enjoining the Africa-Bildner group from acting as POTC's and PHILCOMSAT's respective BOD.9
On July 13, 2006, Bildner filed the instant administrative complaint against respondents. She accused Atty. Labastilla of violating Rule 1.01 and 10.01 of the Code of Professional Responsibility (CPR) and Section 27, Rule 138 of the Rules of Court when he filed the SB complaint. The SB complaint falsely stated that: (1) Bildner, et al. are not the true members of POTC's and PHILCOMSAT's Board; (2) Enrique L. Locsin (Locsin) was authorized by POTC and PHILCOMSAT to file the SB complaint despite the CA TRO and WPI, which prevented the Nieto-PCGG group from acting as POTC's and PHILCOMSAT's Board; and (3) the government owned 40% of POTC. Because of Atty. Labastilla's misrepresentations over the extent of PCGG's ownership in POTC, the Nieto-PCGG group was able to secure a TRO from the SB enjoining the Africa-Bildner group from acting as POTC and PHILCOMSAT's Board.10
Atty. Alobba was included in the instant administrative complaint for violating Rule 1.02 when she issued the POTC's and PHILCOMSAT's Secretary's Certificates both dated September 15, 2005 in defiance of the CA TRO and WPI.11
In an Answer dated September 4, 2006, Atty. Alobba denied acting improperly when she issued the Secretary's Certificates because the Secretary's Certificates merely certified the Board Resolutions passed during the POTC's and PHILCOMSAT's Board meetings. What was enjoined by the CA TRO and WPI was the implementation of the SEC's Orders in relation to POTC's and PHILCOMSAT's stockholders' meetings.12
For his part, Atty. Labastilla explained that Bildner previously filed contempt cases against him with this Court and the SB in relation to the intra-corporate disputes. Thus, the instant administrative case seeks to have this Court pre-emptively resolve the issues pending before the SB. Still, Atty. Labastilla maintained that he did not misrepresent any fact before the SB. There was no intention to mislead the SB because at the time the Locsin's complaint before the SB was filed, the government still had a 40% stake in POTC.13
The proceedings in the administrative case were suspended in an Order dated October 6, 2008 in view of pending motions to cite respondents in contempt before the SB and the CA. Upon resumption, conduct, and termination of a mandatory conference, the parties submitted their respective position papers.14
In its Report and Recommendation15 dated July 23, 2011, the Investigating Commissioner found respondents guilty of breaching their duties under the CPR and recommended that respondents be censured for their acts.16]
The Investigating Commissioner explained that the CA TRO and WPI - which enjoined the Nieto-PCGG group from conducting POTC's and PHILCOMSAT's - was issued with the view of maintaining the status quo and in order to avoid any further controversy as a result of the spat between the Africa-Bildner group and the Nieto-PCGG group. As counsel for the Nieto-PCGG group, Atty. Labastilla was furnished a copy of the CA TRO. Therefore, he had the duty to inform his clients of the CA TRO and its repercussions in relation to filing the SB complaint. Also, Atty. Labastilla knew that the government's interest in POTC was less than 40% even before he filed the SB complaint, making his allegations in the said complaint inaccurate.17
The Investigating Commissioner likewise found Atty. Alobba administratively liable when she issued the Secretary's Certificates because it was a recognition of a corporate act done by the Nieto-PCGG group - effectively going against the dictum of the CA TRO and WPI.18
In Resolution No. XX-2012-71 dated February 11, 2012, the IBP-Board of Governors (BOG) resolved to adopt the Investigating Commissioner's factual findings and recommendation but imposed on respondents the penalty of reprimand.19
The IBP-BOG later reversed itself and dismissed the administrative complaint on April 16, 2013 after Atty. Alobba filed a motion for reconsideration. In an Extended Resolution20 dated February 1, 2017, the IBP-BOG agreed with Atty. Alobba that she merely performed her ministerial duty as Assistant Corporate Secretary when she issued the Secretary's Certificates. The CA TRO and WPI did not prevent her from acting in her capacity as Assistant Corporate Secretary since she has held that position in POTC and PHILCOMSAT since 2002 and has been reelected ever since. Atty. Alobba's claim of good faith in executing the Secretary's Certificates was considered by the IBP-BOG especially since the motion to cite her in contempt was denied by the CA in a Resolution dated December 13, 2004.21
This prompted Bildner to file her own motion for reconsideration, which was denied in a Resolution dated June 17, 2019.22
CANON 1 - A lawyer shall uphold the constitution, obey the laws of the land and promote respect for law and legal processes.First, Atty. Labastilla's failure to allege the .existence of the CA TRO and WPI effectively misled the SB into issuing the SB TRO as it had no notice or knowledge of any other injunctive order involving the same issues (i.e., who can act as the legitimate POTC Board of Directors), contrary to Rule 10.01 of the CPR. Second, Atty. Labastilla's filing of the SB complaint defied the CA TRO and WPI since he was acting as an agent of the respondents enjoined under the said CA TRO and WPI, in violation of Rule 1.02 and Canon 1 of the CPR. Third, by securing the SB TRO, Atty. Labastilla unfairly caused an impasse between POTC and PHILCOMSAT since the two factions would have been restrained from acting as members of POTC's Board of Directors, in breach of Rule 19.01 of the CPR. Lastly, Atty. Labastilla's resort to an injunctive complaint with the SB evinces his disregard of the CA TRO and WPI constituting an abuse of the "court's [process] and improper conduct that tends to impede, obstruct and degrade the administration of justice" contrary to the dictates of Rule 10.03 of the CPR.26
Rule 1.02 - A lawyer shall not counsel or abet activities aimed at defiance of the law or at lessening confidence in the legal system.
x x x
Rule 10.01 - A lawyer shall not do any falsehood, nor consent to the doing of any in court; nor shall he mislead, or allow the Court to be misled by any artifice.
x x x
Rule 10.03 - A lawyer shall observe the rules of procedure and shall not misuse them to defeat the ends of justice.
x x x
Rule 19.01 - A lawyer shall employ only fair and honest means to attain the lawful objectives of his client and shall not present, participate in presenting or threaten to present unfounded criminal charges to obtain an improper advantage in any case or proceeding.
Respondent is reminded that a lawyer is ethically bound not only to serve his client but also the court, his colleagues, and society. His obligation to represent his client is not without limits, but must be "within the bounds of the law" pursuant to Canon 19 of the CPR. Accordingly, he is ethically bound to employ only fair and honest means to attain [his] client['s] objectives.35chanRoblesvirtualLawlibraryWHEREFORE, the complaint for disbarment against respondent Atty. Alma Kristina O. Alobba is DISMISSED.
Endnotes:
1Rollo (Vol. I), pp. 1-12.
2 Id. at 220; rollo (Vol. V), pp. 42-43.
3Rollo (Vol. I), pp. 220-221, 241.
4 Id. at 242.
5Rollo (Vol. V), p. 51.
6Rollo (Vol. III), pp. 186-192.
7 Id. at 80-81.
8 Id. at 82-85.
9Rollo (Vol. I), pp. 313-326.
10 Id. at 2-5, 6-16.
11 Id. at 5-6, 17-18.
12 Id. at 133-144.
13 Id. at 211-217.
14Rollo (Vol. II), pp. 120-121.
15 Additional rollo, pp. 13-18.
16 Id. at 15-18.
17 Id. at 15-16.
18 Id. at 16-18.
19 Id. at 7.
20Rollo (Vol. V), pp. 2-7.
21 Id.
22 Additional rollo, p. 2.
23Aguinaldo v. Asuncion, Jr., A.C. No. 12086, October 7, 2020.
24Rollo (Vol. I), p. 40.
25Rollo (Vol. III), p. 247.
26Villanueva v. Ally. Alentajan, A.C. No. 12161, June 8, 2020.
27 811 Phil. 1 (2017).
28 Id.
29 A.C. No. 12161, June 8, 2020.
30 Id.
31 785 Phil. 1 (2016).
32 Id. at 4.
33Bantolo v. Atty. Castillon, Jr., 514 Phil. 628, 633 (2005); Lukang v. Atty. Llamas, A.C. No. 4178, July 8, 2019.
34 Supra note 27.
35 Supra note 27 at 10-11.cralawredlibrary