WBench1

EN BANC

[G.R. No. 108552. October 2, 2000]

ASSET PRIVATIZATION TRUST, petitioner, vs. SANDIGANBAYAN (SECOND DIVISION) and ROSARIO M. B. OLIVARES, respondents.

D E C I S I O N

PARDO, J.:

The case is a special civil action for certiorari seeking to annul the resolution of the Sandiganbayan[1] declaring the annual stock-holders meeting of Philippine Journalist, Inc. (PJI), held on February 4, 1992, and presided over by respondent Rosario M. B. Olivarez valid, while the ramp stockholders meeting presided over by petitioner’s representative to be void and illegal, and setting the next annual stockholders’ meeting of PJI on February 2, 1993, at 2:00 in the afternoon.

The Sandiganbayan also required the Development Bank of the Philippines (DBP) and petitioner to send their representatives to the meeting, and vote the 67% (per cent) voting rights assigned to them. In the event DBP/APT representatives refused or failed to comply with the order, they would be considered to have waived their right to vote the shares in favor of the assignors thereof.

The facts may be summarized as follows:

On June 17, 1977, Roberto Garcia, Rosario Olivares, Tuynita Salud Soriano, Rosita Sosing, Jose Luna Castro, Araceli Linsangan, Luisa Linsangan, Reynaldo Naval, Manuel Salak and Augusto Villianueva, and the Development Bank of the Philippines represented by Alicia Ll. Reyes, signed an instrument denominated as a “Deed of Assignment of Voting Shares”. The deed provides:

“WHEREAS, under Board Resolution No. 3634, dated September 15, 1976 as amended by Board Resolution No. 4374 dated December 1,1976, of its Board of Governors, the ASSIGNEE, approved in favor of Philippine Journalists, Inc., hereinafter referred to as PJI, a guarantee accommodation for US $1,745,000.00 to cover 80% of the cost of a Harris N-1650 web offset press to be supplied by Harris Corporation, Rhode Island, U.S.A.;

“WHEREAS, in granting the aforementioned accommodation, the ASSIGNEE has required that the same shall be secured by, among other securities, an assignment to the ASSIGNEE of no less than 67% of the total subscribed and outstanding subscriptions to the capital stock of PJI, the said percentage of shares assigned to be maintained at all times and to subsist for as long as the ASSIGNEE may deem necessary during the existence of the guarantee, to which the PJI is willing to comply;

“WHEREAS, as of March 30,1977, there has been subscribed to the capital stock of PJI a total of 1,000 voting shares at P100.00/share and the herein ASSIGNORS who are the principal stockholders and officials of PJI and who in their own right own voting shares in the said company the total of which is not less than 67% of the present up to date subscriptions to the capital stock of the firm, as follows:

“Name of Stockholder No. of Shares

Certificate of (Assignor)

outstanding stock no.

Roberto Garcia 100 29

Rosario Olivares 100 31

Tuynita Salud Soriano 55 25

- do- 45 24

Rosario Sosing 55 28

Jose Luna Castro 53 21

Araceli Linsangan 53 15

Luisa Linsangan 53 16

Reynaldo Naval 53 20

Manuel Salak 53 14

Augusto Villanueva 38 19

- do - 12 09

are willing to assign the said shares in compliance with the requirement of the ASSIGNEE.

“NOW, THEREFORE, for and in consideration of the foregoing premises, the ASSIGNORS hereby cede, transfer and assign in favor of the ASSIGNEE, its successors and assigns, the 670 voting shares referred to above under the following terms and conditions:

“1. The assignment is executed as security for the guarantee accommodation granted by the assignee as proxy to vote all the aforementioned shares assigned in all stockholders meeting until the proxy assignment is cancelled as herein below provided.

“2. Upon the happening of all or and of the following events of default:

“a. PJI is in arrears with the payment of any of its amortization obligations to the ASSIGNEE and such arrears shall be over 90 days.

“b. PJI conducts its business in gross contravention of the conditions imposed by the ASSIGNEE under its Resolution approving the guarantee secured therein including any amendment supplement thereto.

“c. The ASSIGNOR/s (or any of them) or PJI file/s petition for voluntary bankruptcy; make/s any assignment for the benefit or in favor of other creditors; consent/s to the appointment of a receiver or trustee of ASSIGNOR/s or PJI property on the ground of insolvency or bankruptcy; file/s any petition under the bankruptcy law; or file any petition to take advantage of the insolvency law; or is/are adjudged bankrupt or insolvent.

“d. PJI makes use of the loan herein secured or any part thereof for purpose/s other than that stated herein.

“The proxy assignment mentioned in par. (1) above ipso facto cancelled and the ASSIGNEE automatically exercise its right to vote the shares assigned in all stockholders meetings.

“1. The shares so assigned shall be turned over and kept in the custody of the ASSIGNEE with annotation on the face of each of the certificates of stock of such assignment as well as in the corporate books.

“Should the shares of stock be pledged or encumbered with a third party, the shares must carry the annotation of the assignment on the face thereof and such annotation also registered in the corporate books.

“1. The ASSIGNORS shall maintain at all times the assignment of not less than 67% of the total subscribed and outstanding voting shares in PJI and for this purpose, the ASSIGNORS undertake to assign in favor of the ASSIGNEE any and all additional share which may be owned or controlled by them or cause other stockholders of the company to make the assignment of their shares to comply with the requirement of the ASSIGNEE.

“2. This assignment is irrevocable, subject to the happening of the conditions mentioned in par. (2) above, and shall subsist for as long as the guarantee obligation of PJI is outstanding or for as long as the ASSIGNEE may deem necessary.”[2]

In another instrument dated January 16, 1979, denominated as “Supplement to the Deed of Assignment”, the parties made the following covenants and stipulations, to wit:

“WHEREAS, under Resolution No. 2753 dated September 13, 1979, of its Board of Governors, the ASSIGNEE has approved in favor of the Philippine Journalists, Inc., hereinafter referred to as PJI, an additional financing accommodation in the form of a foreign currency loan of US $124,140.00 to be drawn from any of DBP’s own direct foreign currency borrowings, proceeds of which shall be utilized to finance the acquisition of one unit high speed saddle stich binder (specifically the Muller Martini Saddle stitcher 235) subject among others to the condition that the same shall be secured by among other securities, an assignment of not less than 67% of the total subscribed and outstanding voting shares of PJI, the said assignment to be maintained at all times during the existence of the above financing accommodation;

“WHEREAS, the above ASSIGNORS have assigned to the ASSIGNEE a total of 670 voting shares evidenced by the deed of assignment dated June 17, 1977;

“AND WHEREAS, as of September 15, 1978 the total subscribed and paid-up common shares of PJI amounts to 5,000 shares (P5,000.00 at P100.00 per share) and to comply with the assignment of 67% of the total up to date subscribed and outstanding voting shares of PJI, the following additional shares owned by and controlled by the herein ASSIGNORS, as follows:

“Name of Certificate Nos. No. of

Stockholders shares

Roberto Garcia 33 400

Rosario Barretto Olivares 34 400

Tuynita Salud Soriano 35 400

Rosario Sosing 36 220

Jose Luna Castro 37 212

Araceli Linsangan 38 212

Luisa Linsagan 39 212

Reynaldo Naval 40 212

Manuel Salak 41 212

Augusto Villanueva 42 200

------- -------

2,680 shares

are hereby assigned to the ASSIGNEE, as security not only for the additional foreign currency financing accommodations granted the ASSIGNEE in favor of PJI, bringing the total number of assigned shares to 3,350 (including the original 670 shares covered by the Deed of Assignment of Voting Shares dated June 17, 1977) which is at least 67 % of the present up to date subscription on common shares to the capital stock of PJI.

“NOW, THEREFORE, for and in consideration of the foregoing premises, and by way of supplement to the deed of assignment of voting shares executed by the ASSIGNOR in favor of the ASSIGNEE on June 17, 1977, the ASSIGNEES hereby cede transfer and assign their rights and interests on the 2,680 shares (P268,000.00) of stock referred to in the last WHEREAS clause above.

“This assignment shall secure not only the foreign currency loan of US $124,140.00 referred to above but also all previous and future accommodations granted/to be granted in favor of PJI by the ASSIGNEE.

“The assignment is subject to the same terms and conditions of the deed of assignment of June 17, 1977, and said terms and conditions are hereby reiterated, confirmed and continued to be in full force and effect, making said terms and conditions integral parts hereof by reference.

“The ASSIGNORS further bind themselves to assign such additional shares as may later be registered in their names, so as to complete and maintain at all times the assignment in favor of the ASSIGNEE at not less than 67% of the total subscribed and paid-up shares of the company.”[3]

On February 27, 1987, the DBP pursuant to the provisions of Proclamation No. 50, transferred its rights in PJI to the Asset Privatization Trust (APT). In the exercise of its assigned rights, APT opted to enforce the provisions of the above-mentioned deed of assignment and its supplement.

On January 31, 1992, respondent Rosario B. Olivares filed with the Sandiganbayan an “urgent ex-parte motion to order the appearance of DBP or APT representatives to vote the 67% shares in the stockholders meeting of PJI set for February 4, 1992 at 2:00 in the afternoon.[4]

On February 3, 1992, the Sandiganbayan issued a resolution which reads as follows:

“WHEREFORE, finding the instant motion to be justified, meritorious and in order We grant the relief prayed for therein, Accordingly, the 1992 Annual Stockholders’ meeting of PJI is ordered to be held on February 4,1992 at 2:00 o’clock P.M. at the training room of the PJI building at Railroad Street, Port Area, Manila, and the present PJI management, its officers, employees, security guards, agents and representatives are hereby enjoined from interfering, obstructing or preventing such meeting to be held or the stockholders from entering said building or premises and conducting said meeting in said building or any appropriate room thereat. Furthermore, the Development Bank of the Philippines/Asset Privatization Trust are hereby enjoined to send their representatives to said meeting and vote the 67 % voting rights assigned to them and, in case of their refusal or failure to comply therewith, they shall be considered to have waived their right to vote said shares in favor of the assignors thereof. Finally, in the event that the representatives of PJI, DBP and APT fail to attend the meeting, defendant Rosario Olivares is hereby authorized to act as presiding officer and call the meeting to order and proceed with the conduct of business thereat as contemplated/mandated by the By-laws.”[5]

In compliance with the resolution of the Sandiganbayan, petitioner sent its representatives in the person of Paterno Bacani, Jr. and Fiorello E. Azura to the scheduled meeting to vote the 67% shares. During the meeting, representatives Bacani and Azura objected to respondent Olivares’ presiding over the meeting because the condition for her authority to preside was not present and because of conflicting positions, made worse by the highly partisan crowd. Chairman Enrique Joaquin relinquished and delegated to whoever the 67% voting shares of petitioner APT would elect to preside over the stockholders meeting of PJI. APT in the exercise of the 67% voting shares, elected Paterno Bacani, Jr. to preside over the meeting.

In the meeting presided over by Paterno Bacani, Jr., the stockholders elected a new set of members of the Board of Directors. They were as follows:

1. Enrique M. Joaquin

2. Jasim A. Cura

3. Paterno C. Bacani, Jr.

4. Maximo A. Maceren

5. Ernesto A. Aloba

6. Atlee Viray

7. Zacarias N. Nuguid Jr.[6]

On the other hand, respondent Olivares proceeded to preside over a ramp meeting of PJI stockholders with only 33% of the outstanding shares with voting rights participating.

On February 5, 1992, petitioner submitted to the Sandiganbayan a notice of compliance with the resolution to send its representatives to the PJI stockholders’ meeting and thus informed the Sandiganbayan about what transpired during the PJI stockholders meeting.[7] Private respondent Rosario B. Olivares on the other hand filed a manifestation[8] with the Sandiganbayan stating among other things that after the election of the board of members with the assignors of the APT 67% voting rights present and voting the assigned shares, the meeting was adjourned. Then immediately thereafter, they elected the members of the board and the duly elected board were as follows:

Alejandro Maranag - Chairman of the Board/Gen. Manager

Augusto B. Villanueva - President

Andrea R. Dela Cueva - Secretary

Minda De Paz - Treasurer

Manuel Salak - Publisher

Respondent then asked the Sandiganbayan to enjoin Jaime Cura, his agents and representatives to vacate the PJI premises and surrender the business, properties, assets and funds as well as corporate records of PJI to the newly elected board through its president, Augusto B. Villanueva.[9]

On February 1, 1993, the Sandiganbayan promulgated its resolution, the dispositive portion of which reads:

“WHEREFORE, premises duly considered, the Court whereby upholds the validity of the February 5, 1992 PJI Annual Stockholders meeting presided by defendant movant. The other meeting held by the PCGG/APT faction on the same date is hereby declared as void and illegal. In the meantime, however, the status quo is hereby ordered maintained with respect to the management and internal affairs of the company. Consequently, to ensure harmonious transfer of power and smooth operations in the company, the next annual stockholders meeting of PJI is hereby set on February 2, 1993 at 2:00 o’clock in the afternoon, in accordance with the PJI By-laws, to be conducted at the training room of the PJI building at railroad Street, Port area, Manila. The Development Bank of the Philippines/Asset privatization Trust are hereby enjoined to send their representatives to said meeting and vote the 67% voting rights assigned to them and, in case of their refusal or failure to comply therewith, they shall be considered to have waived their right to vote said shares in favor of the assignors thereof. They are likewise enjoined to desist from committing any untoward malicious act during the meeting, and they are only allowed to nominate and vote the PJI Board persons who are bonafide registered stock holders of the company, apart from the two (2) seats allotted to them pursuant to the loan agreement with PJI. The PCGG is hereby advised against interfering in the conduct of the meeting. Accordingly, Alejandro Maramag, being the duly-elected Chairman of the PJI Board during the February 4, 1992 annual stockholders meeting presided by defendant-movant, is hereby authorized to act as the presiding officer thereof, and call the meeting to order and proceed with the conduct of business thereat as mandated/ contemplated by PJI By-laws.[10]

Considering the proximity of the notice to the actual date of the meeting which was only effectively 24 hours, petitioner did not have any other plain, adequate and speedy remedy but to file a petition for certiorari.

Hence, this petition.[11]

The issues raised are as follows:

1. Whether the assignment to DBP and later to APT of voting shares of the PJI was an assignment of voting rights or voting shares.

2. Whether the Sandiganbayan has jurisdiction to decide who were the duly elected officers of the PJI.

We find the petition impressed with merit.

The Deed of Assignment is very clear that what was assigned to DBP (APT) were voting shares as distinguished from non-voting shares. Obviously, it meant that the assignees of the shares had the right as though they were owners of the shares. It is true that the assignment was predicated on the intention that it would serve as security vis-à-vis DBP’s financial accommodation extended to PJI, but it was a valid and duly executed assignment, subject to a resolutory condition, which was the settlement of PJI’s loan obligation with DBP.

Private respondent Olivares submitted the view that what was assigned to DBP/APT was merely voting rights and adduced the endorsements attached to each stock certificate representing the assigned shares to DBP/APT. The endorsement states:

“For and in consideration of the guarantee for US $1,745,000.00 issued by the Development Bank of the Philippines for the account of Philippine Journalist, Inc., of the obligations thereunder, I hereby transfer and as security for the faithful performance by Philippine Journalist Inc. of the obligations thereunder, I hereby transfer and assign in favor of the Development Bank of the Philippines the shares covered by the within certificate of Stock no. 31.-100 shares

Rosario Olivares

Stockholder

Date May 7,1997

Voting rights of the shares are assigned to the Development Bank of the Philippines.

Delia S. Tantuico

Corporate Secretary”[12]

It is clear in the endorsements that what was given to DBP was not just voting rights but a transfer and assignment of the shares. The phrase counter-signed by Delia S. Tantuico simply clarifies that the transfer and assignment include also the right to vote the shares. The deed executed between DBP and the assignors was denominated as a Deed of Assignment of voting shares, not of voting rights.

The private respondent contends that since the shares involved were sequestered shares, jurisdiction over the subject of the dispute lies with the Sandiganbayan.

Of the 67% shares assigned to DBP, which total 3,350 shares, only 500 shares representing part of the shares of private respondent Olivares were sequestered. Private respondent admitted this in her reply.[13] So, out of the 3,350 assigned shares to APT, only 500 of the assigned shares were under sequestration, and included in the case pending with the Sandiganbayan (Civil Case No. 0035, against Benjamin Romualdez).

It is also worthy to note that APT’s exercise of the right to vote the 67% shares was by virtue of the deed of assignment executed by the assignors in favor of DBP in consideration of the loan secured from DBP in 1977, long before PJI was sequestered. The power of APT then emanates from a contractual relation existing between DBP and the stockholders of PJI, including Olivares, who assigned their shares to DBP as security for the loan taken from the bank. And of the shares assigned to DBP/APT only 500 shares of Olivares were under sequestration, the remaining 2,850 shares assigned to DBP/APT were released from sequestration.

Strictly speaking then, the 67% shares assigned by DBP to APT were mostly not sequestered shares. The point that requires more emphasis is the categorical statement in the resolution of the Sandiganbayan dated February 3, 1992. The resolution clearly spelled out the only instance that private respondent Olivares may preside over the stockholders’ meeting, that is:

“Finally, in the event that the representatives of PJI, DBP and APT fail to attend the meeting, defendant Rosario Olivares is hereby authorized to act as presiding officer and call the meeting to order and proceed with the conduct of business thereat as contemplated/mandated by the By-laws.”[14]

This situation never came into play during the February 4, 1992, stockholders’ meeting. APT sent its representatives in the persons of Paterno Bacani, Jr. and Fiorello E. Azura. It is odd to say the least, that the Sandiganbayan will recognize the authority of respondent Olivares after she clearly violated the resolution of the Sandiganbayan by presiding over the meeting, and worse conducting an election of members of the board of PJI despite the appearance and willingness to vote of the APT representatives.

The election of the two sets of officers and members of the board of PJI occurred because respondent Olivares refused to follow the resolution of the Sandiganbayan. Respondent Olivares proceeded with the meeting and election despite the opposition of the APT representatives, who were just upholding the above-mentioned resolution of the Sandiganbayan.

The issue between APT and respondent Olivares involved a dispute between stockholders, clearly intra-corporate in nature, hence, outside the jurisdiction of the Sandiganbayan and squarely was within the jurisdiction of the Securities and Exchange Commission.[15]

In the case of San Miguel Corporation vs. Kahn, we held that “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.”[16]

WHEREFORE, the Court hereby GRANTS the petition, REVERSES and SETS ASIDE the resolution of the Sandiganbayan promulgated on February 1, 1993, in Civil Case No. 0035.

Considering that Civil Case No. 0035 was filed with the Sandiganbayan as early as July 31, 1987, let the records be remanded to the Sandiganbayan for further proceedings which must be conducted with all deliberate dispatch and completed within six (6) months from notice of this decision. The Chairman, Second Division, Sandiganbayan, or whoever is chairman of the division to which the case may be assigned, shall report to the Supreme Court on the progress of the case every thirty (30) days until decided.

No costs.

SO ORDERED.

Davide, Jr., C.J., Bellosillo, Melo, Puno, Vitug, Kapunan, Mendoza, Panganiban, Quisumbing, Purisima, Buena, Gonzaga-Reyes, and Ynares-Santiago, JJ., concur.

De Leon, Jr., J., no part.