RAMON C. LEE and ANTONIO DM.

LACDAO, petitioners,
vs. THE HON. COURT OF APPEALS, SACOBA MANUFACTURING
CORP., PABLO GONZALES, JR. and THOMAS GONZALES,
respondents.
G.R. No. 93695
February 4, 1992
FACTS:
What is the nature of the voting trust agreement executed between
two parties in this case? Who owns the stocks of the corporation under
the terms of the voting trust agreement? How long can a voting trust
agreement remain valid and effective? Did a director of the corporation
cease to be such upon the creation of the voting trust agreement?
These are the questions the answers to which are necessary in
resolving the principal issue in this petition for certiorari
complaint for a sum of money was filed by the International Corporate
Bank, Inc. against the private respondents who, in turn, filed a third
party complaint against ALFA and the petitioners
the trial court issued an order requiring the issuance of an alias
summons upon ALFA through the DBP as a consequence of the
petitioner's letter informing the court that the summons for ALFA was
erroneously served upon them considering that the management of
ALFA had been transferred to the DBP.
DBP claimed that it was not authorized to receive summons on behalf
of ALFA since the DBP had not taken over the company which has a
separate and distinct corporate personality and existence.
private respondents argued that the voting trust agreement dated
March 11, 1981 did not divest the petitioners of their positions as
president and executive vice-president of ALFA so that service of
summons upon ALFA through the petitioners as corporate officers was
proper.
trial court upheld the validity of the service of summons on ALFA
through the petitioners, thus, denying the latter's motion for
reconsideration and requiring ALFA to filed its answer through the
petitioners as its corporate officers.
the petitioners attached thereto a copy of the voting trust agreement
between all the stockholders of ALFA (the petitioners included), on the
one hand, and the DBP, on the other hand, whereby the management
and control of ALFA became vested upon the DBP.

trial court reversed itself and declared that service upon the petitioners
who were no longer corporate officers of ALFA cannot be considered as
proper service of summons on ALFA.
a petition for certiorari was belatedly submitted by the private
respondent before the public respondent
the trial court, not having been notified of the pending petition for
certiorari with public respondent issued an Order declaring as final the
Order dated April 25, 198
PETITIONERS:
(1) that the execution of the voting trust agreement by a stockholders
whereby all his shares to the corporation have been transferred to the
trustee deprives the stockholders of his position as director of the
corporation; to rule otherwise, as the respondent Court of Appeals did,
would be violative of section 23 of the Corporation Code ( Rollo, pp.
270-3273); and
(2) that the petitioners were no longer acting or holding any of the
positions provided under Rule 14, Section 13 of the Rules of Court
authorized to receive service of summons for and in behalf of the
private domestic corporation so that the service of summons on ALFA
effected through the petitioners is not valid and ineffective; to maintain
the respondent Court of Appeals' position that ALFA was properly
served its summons through the petitioners would be contrary to the
general principle that a corporation can only be bound by such acts
which are within the scope of its officers' or agents' authority
ISSUE: whether or not there was proper service of summons on Alfa
Integrated Textile Mills (ALFA, for short) through the petitioners as
president and vice-president, allegedly, of the subject corporation after
the execution of a voting trust agreement between ALFA and the
Development Bank of the Philippines (DBP, for short).
RULING:

We

find

the

petitioners'

position

meritorious.

Definition VOTING TRUST (Ballentines Law Dictionary)

trust created by an agreement between a group of the stockholders of
a corporation and the trustee or by a group of identical agreements
between individual stockholders and a common trustee, whereby it is
provided that for a term of years, or for a period contingent upon a
certain event, or until the agreement is terminated, control over the
stock owned by such stockholders, either for certain purposes or for all
purposes, is to be lodged in the trustee, either with or without a

reservation to the owners, or persons designated by them, of the

power to direct how such control shall be used.
Corporation Code VOTING TRUSTS SEC 59
[The law simply provides that a voting trust agreement is an
agreement in writing whereby one or more stockholders of a
corporation consent to transfer his or their shares to a trustee in order
to vest in the latter voting or other rights pertaining to said shares for a
period not exceeding five years upon the fulfillment of statutory
conditions and such other terms and conditions specified in the
agreement. The five year-period may be extended in cases where the
voting trust is executed pursuant to a loan agreement whereby the
period is made contingent upon full payment of the loan.]
One or more stockholders of a stock corporation may create a voting
trust for the purpose of conferring upon a trustee or trustees the right
to vote and other rights pertaining to the share for a period rights
pertaining to the shares for a period not exceeding five (5) years at any
one time:
Provided, that in the case of a voting trust specifically required as a
condition in a loan agreement, said voting trust may be for a period
exceeding (5) years but shall automatically expire upon full payment of
the loan.
A voting trust agreement must be in writing and notarized, and shall
specify the terms and conditions thereof.
A certified copy of such agreement shall be filed with the corporation
and with the Securities and Exchange Commission; otherwise, said
agreement is ineffective and unenforceable.
The certificate or certificates of stock covered by the voting trust
agreement shall be cancelled and new ones shall be issued in the
name of the trustee or trustees stating that they are issued pursuant to
said agreement. In the books of the corporation, it shall be noted that
the transfer in the name of the trustee or trustees is made pursuant to
said voting trust agreement.
By its very nature, a voting trust agreement results in the separation of
the voting rights of a stockholder from his other rights such as:
1. the right to receive dividends,
2. the right to inspect the books of the corporation,
3. the right to sell certain interests in the assets of the corporation
and other rights to which a stockholder may be entitled until the

liquidation of the corporation.

However, in order to distinguish a voting trust agreement from proxies
and other voting pools and agreements, it must pass three criteria or
tests, namely:
(1) that the voting rights of the stock are separated from the other
attributes of ownership;
(2) that the voting rights granted are intended to be irrevocable for
a definite period of time; and
(3) that the principal purpose of the grant of voting rights is to
acquire voting control of the corporation.
Under section 59 of the Corporation Code, supra, a voting trust
agreement may confer upon a trustee not only the stockholder's voting
rights but also other rights pertaining to his shares as long as the
voting trust agreement is not entered "for the purpose of
circumventing the law against monopolies and illegal combinations in
restraint of trade or used for purposes of fraud."
The execution of a voting trust agreement, therefore, may create a
dichotomy between the equitable or beneficial ownership of the
corporate shares of a stockholders, on the one hand, and the legal title
thereto on the other hand.
In support of their contention, the petitioners invoke section 23 of the
Corporation Code which provides, in part, that:
Every director must own at least one (1) share of the capital stock of
the corporation of which he is a director which share shall stand in his
name on the books of the corporation. Any director who ceases to be
the owner of at least one (1) share of the capital stock of the
corporation of which he is a director shall thereby cease to be director
EFFECT: from legal titleholder or owner of the shares subject of the
voting trust agreement, he becomes the equitable or beneficial owner.
Issue whether the change in his status deprives the stockholder of
the right to qualify as a director under section 23 of the present
Corporation Code which deletes the phrase "in his own right."
The facts of this case show that the petitioners, by virtue of the voting
trust agreement executed in 1981 disposed of all their shares through
assignment and delivery in favor of the DBP, as trustee. Consequently,
the petitioners ceased to own at least one share standing in their
names on the books of ALFA as required under Section 23 of the new
Corporation Code. They also ceased to have anything to do with the

management of the enterprise. The petitioners ceased to be directors.

Hence, the transfer of the petitioners' shares to the DBP created
vacancies in their respective positions as directors of ALFA.
Considering that the voting trust agreement between ALFA and the
DBP transferred legal ownership of the stock covered by the
agreement to the DBP as trustee, the latter became the stockholder of
record with respect to the said shares of stocks. In the absence of a
showing that the DBP had caused to be transferred in their names one
share of stock for the purpose of qualifying as directors of ALFA, the
petitioners can no longer be deemed to have retained their status as
officers of ALFA which was the case before the execution of the subject
voting trust agreement. There appears to be no dispute from the
records that DBP has taken over full control and management of the
firm.
There can be no reliance on the inference that the five-year period of
the voting trust agreement in question had lapsed in 1986 so that the
legal title to the stocks covered by the said voting trust agreement
ipso facto reverted to the petitioners as beneficial owners pursuant to
the 6th paragraph of section 59 of the new Corporation Code
the ultimate issue of whether or not there was proper service of
summons on ALFA through the petitioners is readily answered in the
negative.
To rule otherwise, as correctly argued by the petitioners, will
contravene the general principle that a corporation can only be bound
by such acts which are within the scope of the officer's or agent's
authority.
PETITION GRANTED.
REPUBLIC OF THE PH (PCGG) v. SANDIGANBAYAN
G. R. No. 107789
April 30, 2003
FACTS:
Presidential Commission on Good Government (PCGG) conducted an
ETPI stockholders meeting during which a PCGG controlled board of
directors was elected. A special stockholders meeting was later
convened by the registered ETPI stockholders wherein another set of
board of directors was elected, as a result of which two sets of such
board and officers were elected.

Africa, a stockholder of ETPI, alleging that the PCGG had since January
29, 1988 been illegally exercising the rights of stockholders of ETPI,
especially in the election of the members of the board of directors,
filed the above-said motion before the Sandiganbayan.
The PCGG did not object to Africas motion provided that:
(1) An Order be issued upholding the right of PCGG to vote all the
Class A shares of ETPI.
(2) In the alternative, in the remote event that PCGGs right to vote
the sequestered shares be not upheld, an Order be issued:
a. Disregarding the Stock and Transfer Book and Booklet of
Stock Certificates of ETPI in determining who can vote the
shares in an Annual Stockholders Meeting of ETPI,
b. Allowing PCGG to vote twenty-three and 90/100 percent
(23.9%) of the total subscription in ETPI, and
c. Directing the amendment of the Articles of Incorporation
and By-laws of ETPI providing for the minimum safeguards
for the conservation of assets x x x prior to the calling of a
stockholders meeting
SANDIGANBAYAN: The Executive Clerk of Court of this Division shall
issue the call and notice of annual stockholders meeting of ETPI
addressed to all the duly registered/recorded stockholders of ETPI. The
stockholders meeting shall be conducted under the supervision and
control of this Court, through Mr. Justice Sabino R. de Leon, Jr. In
accordance with the Supreme Court ruling in Cojuangco et al vs.
Azcuna, et al., supra, only the registered owners, their duly authorized
representatives or their proxies may vote their corresponding shares.
SC: this Court enjoined the Sandiganbayan from (a) implementing its
Resolution of November 13, 1992, and (b) holding the stockholders
meeting of ETPI scheduled on November 27, 1992, at 2:00 p.m.
the PCGG, in early 1995, filed a VERY URGENT PETITION FOR
AUTHORITY TO HOLD SPECIAL STOCKHOLDERS MEETING FOR [THE]
SOLE PURPOSE OF INCREASING [ETPIs] AUTHORIZED CAPITAL STOCK,
it claiming that the increase in authorized capital stock was necessary
in light of the requirements laid down by Executive Order No. 109
The PCGG-controlled ETPI board of directors thus authorized the ETPI
Chair and Corporate Secretary to call the special stockholders
meeting.
Africa filed before this Court a motion to cite the PCGG and its
accomplices in contempt and to nullify the stockholders meeting
called/conducted by PCGG and its accomplices, he contending that

only this Court, and not the Sandiganbayan, has the power to authorize
the PCGG to call a stockholders meeting and vote the sequestered
shares
AFRICA: Africa filed before this Court a motion to cite the PCGG and its
accomplices in contempt and to nullify the stockholders meeting
called/conducted by PCGG and its accomplices, he contending that
only this Court, and not the Sandiganbayan, has the power to authorize
the PCGG to call a stockholders meeting and vote the sequestered
shares
ISSUE: whether the PCGG can vote the sequestered ETPI Class A
shares in the stockholders meeting for the election of the board of
directors.
RULING: The PCGG cannot thus vote sequestered shares, except when
there are demonstrably weighty and defensible grounds or when
essential to prevent disappearance or wastage of corporate property.
a. PCGG May Not Exercise Acts of Ownership
the act of sequestration[,] freezing or provisional takeover of
property does not import or bring about a divestment of title
over said property; [it] does not make the PCGG the owner
thereof. In relation to the property sequestered, frozen or
provisionally taken over, the PCGG is a conservator, not an
owner.
b. PCGG Has Only Powers of Administration
such as to bring and defend actions in its own name; receive
rents; collect debts due; pay outstanding debts due; and
generally do such other acts and things as may be necessary to
fulfill its mission as conservator and administrator.
c. Powers over Business Enterprises Taken Over by Marcos or
Entities or Persons Close to him; Limitations Thereon
There should be no hasty, indiscriminate, unreasoned
replacement or substitution of management officials or change of
policies, particularly in respect of viable establishments. In fact,
such a replacement or substitution should be avoided if at all
possible, and undertaken only when justified by demonstrably
tenable grounds and in line with the stated objectives of the
PCGG.

d. Voting of Sequestered Stock; Conditions Therefor

The Memorandum should be construed in such a manner as to
be consistent with, and not contradictory to the Executive Orders
earlier promulgated on the same matter. There should be no
exercise of the right to vote simply because the right exists, or
because the stocks sequestered constitute the controlling or a
substantial part of the corporate voting power. The stock is not
to be voted to replace directors, or revise the articles or by-laws,
or otherwise bring about substantial changes in policy, program
or practice of the corporation except for demonstrably weighty
and defensible grounds, and always in the context of the stated
purposes of sequestration or provisional takeover, i.e., to prevent
the dispersion or undue disposal of the corporate assets.
Directors are not to be voted out simply because the power to do
so exists. Substitution of directors is not to be done without
reason or rhyme, should indeed be shunned if at all possible, and
undertaken only when essential to prevent disappearance or
wastage of corporate property, and always under such
circumstances as to assure that replacements are truly
possessed of competence, experience and probity.
IN THE CASE: there was adequate justification to vote the
incumbent directors out of office and elect others in their stead
because the evidence showed prima facie that the former were
just tools of President Marcos and were no longer owners of any
stock in the firm, if they ever were at all.
The issue of whether PCGG may vote the sequestered shares in SMC
necessitates a determination of at least two factual matters:
1. whether there is prima facie evidence showing that the
said shares are ill-gotten and thus belong to the state; and
2. whether there is an immediate danger of dissipation thus
necessitating their continued sequestration and voting by
the PCGG while the main issue pends with the
Sandiganbayan
The two-tiered test, however, does not apply in cases involving funds
of public character.
In such cases, the government is granted the authority to vote said
shares, namely:
(1)
Where government shares are taken over by private persons
or entities who/which registered them in their own names, and
(2)
Where the capitalization or shares that were acquired with
public funds somehow landed in private hands

In short, when sequestered shares registered in the names of private

individuals or entities are alleged to have been acquired with ill-gotten
wealth, then the two-tiered test is applied. However, when the
sequestered shares in the name of private individuals or entities are
shown, prima facie, to have been (1) originally government shares, or
(2) purchased with public funds or those affected with public interest,
then the two-tiered test does not apply. Rather, the public character
exception in Baseco v. PCGG and Conjuanco Jr. v. Roxas prevail; that is,
the government shall vote the shares.
In short, the Sandiganbayan held that the public character exception
does not apply, in which case it should have proceeded to apply the
two-tiered test. This it failed to do.
The questions thus remain if there is prima facie evidence showing that
the subject shares are ill-gotten and if there is imminent danger of
dissipation. This Court is not, however, a trier of facts, hence, it is not
in a position to rule on the correctness of the PCGGs contention.
Consequently, this issue must be remanded to the Sandiganbayan for
resolution.
NEXT ISSUE: whether the PCGG can vote all the above shares, the
Sandiganbayan, finding in the affirmative, held in its Resolution of
November 13, 1992:
RULING: Considering the Compromise Agreement entered into by the
PCGG and Roberto S. Benedicto in Civil Case No. 009 wherein Roberto
S. Benedicto assigned and transferred to the Government 12.8% of the
shares of stock of ETPI, which Compromise Agreement was made the
basis of a judgment of this Court, it is only proper that the PCGG may
vote these shares in the stockholders meeting after said judgment
shall have become final and executory. Besides, before the PCGG can
vote these shares, the transfer to the State of the shares of stock must
be entered in the Stock and Transfer Book, the entries therein being
the only basis for which the stockholder may vote the said shares.
In requiring that the transfer of the Benedicto shares be first recorded
in ETPIs Stock and Transfer Book before the PCGG may vote them, the
Sandiganbayan committed no grave abuse of discretion. For Section
63 of the Corporation Code provides:
Sec. 63. Certificate of stock and transfer of shares. The capital stock
of stock corporations shall be divided into shares for which the
certificates signed by the president or vice president, countersigned by
the secretary or assistant secretary, and sealed with the seal of the
corporation shall be issued in accordance with the by-laws. Shares of

stock so issued are personal property and may be transferred by the

delivery of the certificate or certificates endorsed by the owner or his
attorney-in-fact or other person legally authorized to make the
transfer. No transfer, however, shall be valid, except as between the
parties to the transaction, the date of the transfer, the number of the
certificate or certificates and the number of shares transferred.
Explaining why registration is a prerequisite for the voting of shares
The purpose of registration, therefore, is two-fold:
1. to enable the transferee to exercise all the rights of a
stockholder, including the right to vote and to be voted for, and
2. to inform the corporation of any change in share ownership so
that it can ascertain the persons entitled to the rights and
subject to the liabilities of a stockholder.
Until challenged in a proper proceeding, a stockholder of record has a
right to participate in any meeting; his vote can be properly counted to
determine whether a stockholders resolution was approved, despite
the claim of the alleged transferee.
On the other hand, a person who has purchased stock, and who desires
to be recognized as a stockholder for the purpose of voting, must
secure such a standing by having the transfer recorded on the
corporate books. Until the transfer is registered, the transferee is not a
stockholder but an outsider.
Although a stock certificate is sometimes regarded as quasi-negotiable,
in the sense that it may be transferred by delivery, it is well settled
that the instrument is non-negotiable, because the holder thereof takes
it without prejudice to such rights or defenses as the registered owner
or creditor may have under the law, except insofar as such rights or
defenses are subject to the limitations imposed by the principles
governing estoppel.
That the PCGG found the stock certificates endorsed in blank does not
necessarily make it the owner of the shares represented therein. Their
true ownership has to be ascertained in a proper proceeding. Similarly,
the ownership of the Nieto shares has yet to be adjudicated. That they
allegedly belong to former President Marcos does not make the PCGG
its owner. The PCGG must, in an appropriate proceeding, first establish
that they truly belong to the former President and that they were illgotten. Pending final judgment over the ownership of these shares,
the PCGG may not register and vote the Nieto and the Malacaang
shares in its name. If the Sandiganbayan finds, however, that there is
evidence of dissipation of these shares, the PCGG may vote the same

as conservator thereof.
NEXT ISSUE: It is necessary to achieve a balancing of or a reconciliation
between the stockholders right to vote and the conservators statutory
duty to recover and in the process thereof, to conserve assets, thought
to be ill-gotten wealth, until final judicial determination of the character
of such assets or until a final compromise agreement between the
parties is reached.
RULING:
1. the Court considers and so holds that in order to enable the
PCGG to perform its functions as conservator of the sequestered
shares of stock pending final determination by the courts as to
whether or not the same constitute ill-gotten wealth or a final
compromise agreement between the parties, the PCGG must be
represented in the Board of Directors of the corporation and to its
majority-owned subsidiaries or affiliates and in the Executive
Committee (or its equivalent) and the Audit Committee thereof,
in at least an ex officio (i.e., non-voting) capacity.
2. the Court considers and so holds that the following minimum
safeguards must be set in place and carefully maintained until
final judicial resolution of the question of whether or not the
sequestered shares of stock (or, in a proper case, the underlying
assets of the corporation concerned) constitute ill-gotten wealth
or until a final compromise agreement between the parties is
reached
Whether a particular case falls within the first or the second type of
situation described above, the following safeguards are indispensably
necessary:
1. The sequestered shares and any stock dividends pertaining to
such shares, may not be sold, transferred, alienated, mortgaged,
or otherwise disposed of and no such sale, transfer or other
disposition shall be registered in the books of the corporation,
pending final judicial resolution of the question of ill-gotten
wealth or a final compromise agreement between the parties;
and
2. Dividend and liquidating distributions shall not be delivered to
the registered stockholders of the sequestered shares, including
stock dividends pertaining to such shares, but shall instead be
deposited in an escrow, interest-bearing, account in a first class
bank or banks, acceptable to the Sandiganbayan, to be held by
such banks for the benefit of whoever is held by final judicial
decision or final compromise agreement, to be entitled to the
shares involved.

NEXT ISSUE: the question on the validity of the PCCGs voting the Class
A shares to increase the authorized capital stock of ETPI.
RULING:
1. First, that this Court rendered decisions holding that the shares
of Africa, AEROCOM and POLYGON are not or are no longer
sequestered is of little consequence since the decisions were
promulgated after the Sandiganbayan issued its resolution
granting the PCGG authority to call and hold the stockholders
meeting to increase the authorized capital stock.
2. Second, the PCGG correctly argues that Africa has no cause of
action to claim on behalf of AEROCOM and POLYGON that these
two companies are entitled to vote their respective shares in the
stockholders meeting to increase ETPIs authorized capital stock.
IN SUM, this Court rules that:
(1)
The PCGG cannot vote sequestered shares to elect the ETPI
Board of Directors or to amend the Articles of Incorporation
for the purpose of increasing the authorized capital stock
unless there is a prima facie evidence showing that said
shares are ill-gotten and there is an imminent danger of
dissipation.
(2)
The ETPI Stock and Transfer Book should be the basis for
determining which persons have the right to vote in the
stockholders meeting for the election of the ETPI Board of
Directors.
(3)
The PCGG is entitled to vote the shares ceded to it by Roberto
S. Benedicto and his controlled corporations under the
Compromise Agreement, provided that the shares are first
registered in the name of the PCGG. The PCGG may not
register the transfer of the Malacaang and the Nieto shares
in the ETPI Stock and Transfer Book; however, it may vote the
same as conservator provided that the PCGG satisfies the
two-tiered test devised by the Court in Cojuangco v. Calpo,
supra.
(4)
The safeguards laid down in the case of Cojuangco v. Roxas
shall be incorporated in the ETPI Articles of Incorporation
substantially contemporaneous to, but not before, the election
of the ETPI Board of Directors.
(5)
Members of the Sandiganbayan shall not participate in the
stockholders meeting for the election of the ETPI Board of
Directors. Neither shall a Clerk of Court be appointed to call
such meeting and issue notices thereof. The Sandiganbayan
shall appoint, or the parties may agree to constitute, a
committee of competent and impartial persons to call, send
notices and preside at the meeting for the election of the ETPI

(6)

Board of Directors; and

This Court has no jurisdiction over the motion to cite the
PCGG and its accomplices in contempt and to nullify the
stockholders meeting of March 17, 1997.

REPUBLIC
OF
THE
PHILIPPINES,
represented
by
the
PRESIDENTIAL COMMISSION ON GOOD GOVERNMENT (PCGG),
petitioner, vs. COCOFED et al. and BALLARES et al., EDUARDO
M. COJUANGCO JR. and the SANDIGANBAYAN (First Division)
respondents.
G.R. Nos. 147062-64
December 14, 2001
FACTS:
The right to vote sequestered shares of stock registered in the names
of private individuals or entities and alleged to have been acquired
with ill-gotten wealth shall, as a rule, be exercised by the registered
owner. The PCGG may, however, be granted such voting right
provided it can (1) show prima facie evidence that the wealth and/or
the shares are indeed ill-gotten; and (2) demonstrate imminent danger
of dissipation of the assets, thus necessitating their continued
sequestration and voting by the government until a decision, ruling
with finality on their ownership, is promulgated by the proper court.
However, the foregoing two-tiered test does not apply when the
sequestered stocks are acquired with funds that are prima facie public
in character or, at least, are affected with public interest. Inasmuch as
the subject UCPB shares in the present case were undisputably
acquired with coco levy funds which are public in character, then the
right to vote them shall be exercised by the PCGG. In sum, the public
character test, not the two-tiered one, applies in the instant
controversy.
The movants COCOFED, et al. and Ballares, et al. as well as Eduardo
Cojuangco, et al., who were acknowledged to be registered
stockholders of the UCPB are authorized, as are all other registered
stockholders of the United Coconut Planters Bank, until further orders
from this Court, to exercise their rights to vote their shares of stock
and themselves to be voted upon in the United Coconut Planters Bank
(UCPB) at the scheduled Stockholders Meeting on March 6, 2001 or on
any subsequent continuation or resetting thereof, and to perform such
acts as will normally follow in the exercise of these rights as registered
stockholders.

Executive Order No. 14, on the other hand, empowered the PCGG, with
the assistance of the Office of the Solicitor General and other
government agencies, inter alia, to file and prosecute all cases
investigated by it under EO Nos. 1 and 2.
Among the properties sequestered by the Commission were shares of
stock in the United Coconut Planters Bank (UCPB) registered in the
names of the alleged one million coconut farmers, the so-called
Coconut Industry Investment Fund companies (CIIF companies) and
Private Respondent Eduardo Cojuangco Jr
the Court rendered its final Decision in GR No. 96073, nullifying and
setting aside the November 15, 1990 Resolution of the Sandiganbayan
which, as earlier stated, lifted the sequestration of the subject UCPB
shares. The express impleading of herein Respondents COCOFED et al.
was deemed unnecessary because the judgment may simply be
directed against the shares of stock shown to have been issued in
consideration of ill-gotten wealth
Furthermore, the companies are simply the res in the actions for the
recovery of illegally acquired wealth, and there is, in principle, no
cause of action against them and no ground to implead them as
defendants in said case.
Six years later, on February 13, 2001, the Board of Directors of UCPB
received from the ACCRA Law Office a letter written on behalf of the
COCOFED and the alleged nameless one million coconut farmers,
demanding the holding of a stockholders meeting for the purpose of,
among others, electing the board of directors. In response, the board
approved a Resolution calling for a stockholders meeting on March 6,
2001 at three oclock in the afternoon.
Hence, this Petition by the Republic of the Philippines represented by
the PCGG.
ISSUE: Despite the fact that the subject sequestered shares were
purchased with coconut levy funds (which were declared public in
character) and the continuing effectivity of Resolution dated February
16, 1993 in G.R. No. 96073 which allows the PCGG to vote said
sequestered shares, Respondent Sandiganbayan, with grave abuse of
discretion, issued its Order dated February 28, 2001 enjoining PCGG
from voting the sequestered shares of stock in UCPB.
RULING: Impressed with merit
Main Issue: Who May Vote the Sequestered Shares of Stock?

General Rule: Sequestered Shares Are Voted by the Registered Holder

2-tiered test:
(1)
Is there prima facie evidence showing that the said shares are
ill-gotten and thus belong to the State?
(2)
Is there an imminent danger of dissipation, thus necessitating
their continued sequestration and voting by the PCGG, while
the main issue is pending with the Sandiganbayan?
Sequestered Shares Acquired with Public Funds Are an Exception
has provided two clear public character exceptions under which the
government is granted the authority to vote the shares:

(1) Where

government shares are taken over by private persons or

entities who/which registered them in their own names, and
(2) Where the capitalization or shares that were acquired with public
funds somehow landed in private hands.
The exceptions are based on the common-sense principle that legal
fiction must yield to truth; that public property registered in the names
of non-owners is affected with trust relations; and that the prima facie
beneficial owner should be given the privilege of enjoying the rights
flowing from the prima facie fact of ownership.
In short, when sequestered shares registered in the names of private
individuals or entities are alleged to have been acquired with ill-gotten
wealth, then the two-tiered test is applied. However, when the
sequestered shares in the name of private individuals or entities are
shown, prima facie, to have been (1) originally government shares, or
(2) purchased with public funds or those affected with public interest,
then the two-tiered test does not apply. Rather, the public character
exceptions in Baseco v. PCGG and Cojuangco Jr. v. Roxas prevail; that
is, the government shall vote the shares.
UCPB Shares Were Acquired With Coconut Levy Funds
Coconut Levy Funds Are Affected With Public Interest
This being so, the right of the [petitioners] to vote stock in their
names at the meetings of the UCPB cannot be conceded at this time.
That right still has to be established by them before the
Sandiganbayan. Until that is done, they cannot be deemed legitimate
owners of UCPB stock and cannot be accorded the right to vote them.

The coconut levy funds are clearly affected with public interest. Until
it is demonstrated satisfactorily that they have legitimately become
private funds, they must prima facie and by reason of the
circumstances in which they were raised and accumulated be
accounted subject to the measures prescribed in E.O. Nos. 1, 2, and 14
to prevent their concealment, dissipation, etc., which measures include
the sequestration and other orders of the PCGG complained of.
To stress, the two-tiered test is applied only when the sequestered
asset in the hands of a private person is alleged to have been acquired
with ill-gotten wealth.
In the present case, the sequestered UCPB shares are confirmed to
have been acquired with coco levies, not with alleged ill-gotten
wealth. Hence, by parity of reasoning, the right to vote them is not
subject to the two-tiered test but to the public character of their
acquisition, which per Antiporda v. Sandiganbayan cited earlier, must
first be determined.
Coconut Levy Funds Are Prima Facie Public Funds
Public funds are those moneys belonging to the State or to any political
subdivision of the State; more specifically, taxes, customs duties and
moneys raised by operation of law for the support of the government
or for the discharge of its obligations. Undeniably, coconut levy
funds satisfy this general definition of public funds, because of
the following reasons:
1. Coconut levy funds are raised with the use of the police and
taxing powers of the State.
Indeed, coconut levy funds partake of the nature of taxes which,
in general, are enforced proportional contributions from persons
and properties, exacted by the State by virtue of its sovereignty
for the support of government and for all public needs.
2. They are levies imposed by the State for the benefit of the
coconut industry and its farmers.
In fact, Executive Order No. 481 dated May 1, 1998 specifically
likens the coconut levy funds to the sugar levy funds, both
being special public funds acquired through the taxing
and police powers of the State. The sugar levy funds, which
are strikingly similar to the coconut levies in their imposition and
purpose, were declared public funds by this Court

3. Respondents have judicially admitted that the sequestered

shares were purchased with public funds.
Equally important as the fact that the coconut levy funds were
raised through the taxing and police powers of the State is
respondents effective judicial admission that these levies are
government funds. As shown by the attachments to their
pleadings, respondents concede that the Coconut Consumers
Stabilization Fund (CCSF) and the Coconut Investment
Development Fund constitute government funds x x x for the
benefit of coconut farmers.
4. The Commission on Audit (COA) reviews the use of coconut levy
funds.
Because these funds have been subjected to COA audit, there
can be no other conclusion than that they are prima facie public
in character.
5. The Bureau of Internal Revenue (BIR), with the acquiescence of
private respondents, has treated them as public funds.
Furthermore, the executive branch treats the coconut levies as
public funds. Thus, Executive Order No. 277, issued on
September 24, 1995, directed the mode of treatment, utilization,
administration and management of the coconut levy funds.
6. The very laws governing coconut levies recognize their public
character.
SUMMARY:
In sum, we hold that the Sandiganbayan committed grave abuse of
discretion in grossly contradicting and effectively reversing existing
jurisprudence, and in depriving the government of its right to vote the
sequestered UCPB shares which are prima facie public in character.
We also lay down the caveat that, in declaring the coco levy funds to
be prima facie public in character, we are not ruling in any final
manner on their classification -- whether they are general or trust or
special funds -- since such classification is not at issue here. Suffice it
to say that the public nature of the coco levy funds is decreed by the
Court only for the purpose of determining the right to vote the shares,
pending the final outcome of the said civil cases.
The resolution of the main cases has indeed been long overdue. Every

effort, both by the parties and the Sandiganbayan, should be exerted

to finally settle this controversy.
PETITION GRANTED
JUAN D. EVANGELISTA ET AL., plaintiffs-appellants,
vs. RAFAEL SANTOS, defendant-appellee.
May 19, 1950
G.R. No. L-1721
FACTS:
This is an action by the minority stockholders of a corporation against
its principal officer for damages resulting from his mismanagement of
its affairs and misuse of its assets.
The complaint alleges that plaintiffs are minority stockholders of the
Vitali Lumber Company, Inc., a Philippine corporation organized for the
exploitation of a lumber concession in Zamboanga, Philippines;
that defendant holds more than 50 per cent of the stocks of said
corporation and also is and always has been the president, manager,
and treasurer thereof; and
that defendant, in such triple capacity, through fault, neglect, and
abandonment allowed its lumber concession to lapse and its properties
and assets, among them machineries, buildings, warehouses, trucks,
etc., to disappear, thus causing the complete ruin of the corporation
and total depreciation of its stocks.
The complaint therefore prays for judgment requiring defendant:
(1)
to render an account of his administration of the corporate affairs
and assets:
(2)
to pay plaintiffs the value of t heir respective participation in said
assets on the basis of the value of the stocks held by each of
them; and
(3)
to pay the costs of suit. Plaintiffs also ask for such other remedy
as may be and equitable.
lower court rendered its order, granting the motion for dismissal upon
the two grounds alleged by defendant, and reconsideration of this
order having been denied, plaintiffs have appealed to this Court.
ISSUE: The appeal presents two questions. The first refers to venue
and the second, to the right of the plaintiffs to bring this action for their
benefit.

RULING: While plaintiffs ask for remedy to which they are not entitled
unless the requirement of section 16 of the Corporation Law be first
complied with, we note that the action stated in their complaint is
susceptible of being converted into a derivative suit for the benefit of
the corporation by a mere change in the prayer. Such amendment,
however, is not possible now, since the complaint has been filed in the
wrong court, so that the same last to be dismissed.
1st issue: Believing that defendant resided in the province of Rizal,
herein plaintiffs brought their action in the Court of First Instance of
that province. But that belief proved erroneous, for the lower court
found after hearing that defendant had his residence in Iloilo. The
finding is based on defendant's sworn statement not rebutted by any
proof to the contrary.
While the service of the summons was good in either Baguio or Manila
we are of the opinion that the objection of the defendant to the place
of trial was proper in both cases and that the trial court should have
held that the venue was improperly laid.
As to the second question, the complaint shows that the action is for
damages resulting from mismanagement of the affairs and assets of
the corporation by its principal officer, it being alleged that defendant's
maladministration has brought about the ruin of the corporation and
the consequent loss of value of its stocks. The injury complained of is
thus primarily to the corporation, so that the suit for the damages
claimed should be by the corporation rather than by the stockholders
The stockholders may not directly claim those damages for themselves
for that would result in the appropriation by, and the distribution
among them of part of the corporate assets before the dissolution of
the corporation and the liquidation of its debts and liabilities,
something which cannot be legally done in view of section 16 of the
Corporation Law, which provides:
No shall corporation shall make or declare any stock or bond dividend
or any dividend whatsoever from the profits arising from its business,
or divide or distribute its capital stock or property other than actual
profits among its members or stockholders until after the payment of
its debts and the termination of its existence by limitation or lawful
dissolution.
But while it is to the corporation that the action should pertain in cases
of this nature, however, if the officers of the corporation, who are the
ones called upon to protect their rights, refuse to sue, or where a

demand upon them to file the necessary suit would be futile because
they are the very ones to be sued or because they hold the controlling
interest in the corporation, then in that case any one of the
stockholders is allowed to bring suit
But in that case it is the corporation itself and not the plaintiff
stockholder that is the real property in interest, so that such damages
as may be recovered shall pertain to the corporation
plaintiff stockholders have brought the action not for the benefit of the
corporation but for their own benefit, since they ask that the defendant
make good the losses occasioned by his mismanagement and pay to
them the value of their respective participation in the corporate assets
on the basis of their respective holdings.
Clearly, this cannot be done until all corporate debts, if there be any,
are paid and the existence of the corporation terminated by the
limitation of its charter or by lawful dissolution in view of the provisions
of section 16 of the Corporation Law.
FRANCIS CHUA, petitioner, vs. HON. COURT OF APPEALS and
LYDIA C. HAO, respondents.
G.R. No. 150793
November 19, 2004
FACTS:
private respondent Lydia Hao, treasurer of Siena Realty Corporation,
filed a complaint-affidavit with the City Prosecutor of Manila charging
Francis Chua and his wife, Elsa Chua, of four counts of falsification of
public documents
the said accused prepared, certified, and falsified the Minutes of the
Annual Stockholders meeting of the Board of Directors of the Siena
Realty Corporation, duly notarized before a Notary Public, Atty. Juanito
G. Garcia and entered in his Notarial Registry as Doc No. 109, Page 22,
Book No. IV and Series of 1994, and therefore, a public document, by
making or causing it to appear in said Minutes of the Annual
Stockholders Meeting that one LYDIA HAO CHUA was present and has
participated in said proceedings, when in truth and in fact, as the said
accused fully well knew that said Lydia C. Hao was never present
during the Annual Stockholders Meeting
Chua filed before the Court of Appeals a petition for certiorari. The
petition alleged that the lower court acted with grave abuse of
discretion in: (1) refusing to consider material facts; (2) allowing Siena

Realty Corporation to be impleaded as co-petitioner in SCA No. 9994846 although it was not a party to the criminal complaint in Criminal
Case No. 285721; and (3) effectively amending the information against
the accused in violation of his constitutional rights.
Petitioner had argued before the Court of Appeals that respondent had
no authority whatsoever to bring a suit in behalf of the Corporation
since there was no Board Resolution authorizing her to file the suit.
respondent Hao claimed that the suit was brought under the concept
of a derivative suit. Respondent maintained that when the directors or
trustees refused to file a suit even when there was a demand from
stockholders, a derivative suit was allowed.
Court of Appeals: held that the action was indeed a derivative suit. The
corporation was a necessary party to the petition filed with the RTC
and even if private respondent filed the criminal case, her act should
not divest the Corporation of its right to be a party and present its own
claim for damages.
ISSUES:
(1) Is the criminal complaint in the nature of a derivative suit?
(2) Is Siena Realty Corporation a proper petitioner in SCA No. 9994846? and
(3) Should private prosecutors be allowed to actively participate in the
trial of Criminal Case No. 285721.
RULING: PETITION DENIED.
1st issue:
Under Section 36[13] of the Corporation Code, read in relation to Section
23,[14] where a corporation is an injured party, its power to sue is
lodged with its board of directors or trustees.[15] An individual
stockholder is permitted to institute a derivative suit on behalf of the
corporation wherein he holds stocks in order to protect or vindicate
corporate rights, whenever the officials of the corporation refuse to
sue, or are the ones to be sued, or hold the control of the corporation.
In such actions, the suing stockholder is regarded as a nominal party,
with the corporation as the real party in interest
A derivative action is a suit by a shareholder to enforce a corporate
cause of action. The corporation is a necessary party to the suit. And
the relief which is granted is a judgment against a third person in favor
of the corporation. Similarly, if a corporation has a defense to an action
against it and is not asserting it, a stockholder may intervene and
defend on behalf of the corporation

Under the Revised Penal Code, every person criminally liable for a
felony is also civilly liable.[18] When a criminal action is instituted, the
civil action for the recovery of civil liability arising from the offense
charged shall be deemed instituted with the criminal action, unless the
offended party waives the civil action, reserves the right to institute it
separately or institutes the civil action prior to the criminal action.
the complaint was instituted by respondent against petitioner for
falsifying corporate documents whose subject concerns corporate
projects of Siena Realty Corporation. Clearly, Siena Realty Corporation
is an offended party. Hence, Siena Realty Corporation has a cause of
action. And the civil case for the corporate cause of action is deemed
instituted in the criminal action.
However, the board of directors of the corporation in this case did not
institute the action against petitioner. Private respondent was the one
who instituted the action. Private respondent asserts that she filed a
derivative suit in behalf of the corporation. This assertion is inaccurate.
Not every suit filed in behalf of the corporation is a derivative suit. For
a derivative suit to prosper, it is required that the minority stockholder
suing for and on behalf of the corporation must allege in his complaint
that he is suing on a derivative cause of action on behalf of the
corporation and all other stockholders similarly situated who may wish
to join him in the suit
It is a condition sine qua non that the corporation be impleaded as a
party because not only is the corporation an indispensable party, but it
is also the present rule that it must be served with process. The
judgment must be made binding upon the corporation in order that the
corporation may get the benefit of the suit and may not bring
subsequent suit against the same defendants for the same cause of
action. In other words, the corporation must be joined as party because
it is its cause of action that is being litigated and because judgment
must be a res adjudicata against it.
Thus, the criminal complaint including the civil aspect thereof could not
be deemed in the nature of a derivative suit.
2nd issue:
when a trial court commits a grave abuse of discretion amounting to
lack or excess of jurisdiction, the person aggrieved can file a special
civil action for certiorari. The aggrieved parties in such a case are the
State and the private offended party or complainant
In the instant case, we find that the recourse of the complainant to the
respondent Court of Appeals was proper. The petition was brought in

her own name and in behalf of the Corporation. Although, the

corporation was not a complainant in the criminal action, the subject of
the falsification was the corporations project and the falsified
documents were corporate documents. Therefore, the corporation is a
proper party in the petition for certiorari because the proceedings in
the criminal case directly and adversely affected the corporation.
3rd issue:
When the civil action is instituted with the criminal action, evidence
should be taken of the damages claimed and the court should
determine who are the persons entitled to such indemnity. The civil
liability arising from the crime may be determined in the criminal
proceedings if the offended party does not waive to have it adjudged
or does not reserve the right to institute a separate civil action against
the defendant. Accordingly, if there is no waiver or reservation of civil
liability, evidence should be allowed to establish the extent of injuries
suffered.
In the case before us, there was neither a waiver nor a reservation
made; nor did the offended party institute a separate civil action. It
follows that evidence should be allowed in the criminal proceedings to
establish the civil liability arising from the offense committed, and the
private offended party has the right to intervene through the private
prosecutors.
EXPERTRAVEL & TOURS, INC., petitioner, vs.
APPEALS and KOREAN AIRLINES, respondents.
G.R. No. 152392
May 26, 2005

COURT

OF

FACTS:
Korean Airlines (KAL) is a corporation established and registered in the
Republic of South Korea and licensed to do business in the Philippines.
Its general manager in the Philippines is Suk Kyoo Kim, while its
appointed counsel was Atty. Mario Aguinaldo and his law firm.
KAL, through Atty. Aguinaldo, filed a Complaint [2] against ETI with the
Regional Trial Court (RTC) of Manila, for the collection of the principal
amount of P260,150.00,
The verification and certification against forum shopping was signed by
Atty. Aguinaldo, who indicated therein that he was the resident agent
and legal counsel of KAL and had caused the preparation of the
complaint.

ETI filed a motion to dismiss the complaint on the ground that Atty.
Aguinaldo was not authorized to execute the verification and certificate
of non-forum shopping as required by Section 5, Rule 7 of the Rules of
Court.
KAL opposed the motion, contending that Atty. Aguinaldo was its
resident agent and was registered as such with the Securities and
Exchange Commission (SEC) as required by the Corporation Code of
the Philippines. It was further alleged that Atty. Aguinaldo was also the
corporate secretary of KAL. Appended to the said opposition was the
identification card of Atty. Aguinaldo, showing that he was the lawyer
of KAL.
Atty. Aguinaldo claimed that he had been authorized to file the
complaint through a resolution of the KAL Board of Directors approved
during a special meeting
KAL was given a period of 10 days within which to submit a copy of the
said resolution.
TRIAL COURT: giving credence to the claims of Atty. Aguinaldo and Suk
Kyoo Kim that the KAL Board of Directors indeed conducted a
teleconference on June 25, 1999, during which it approved a resolution
as quoted in the submitted affidavit.
CA rendered judgment dismissing the petition, ruling that the
verification and certificate of non-forum shopping executed by Atty.
Aguinaldo was sufficient compliance
RESPONDENT:
The respondent, for its part, avers that the issue of whether modern
technology is used in the field of business is a factual issue; hence,
cannot be raised in a petition for review on certiorari under Rule 45 of
the Rules of Court
Hence, the courts may take judicial notice that the Philippine Long
Distance Telephone Company, Inc. had provided a record of corporate
conferences and meetings through FiberNet using fiber-optic
transmission technology, and that such technology facilitates voice
and image transmission with ease; this makes constant communication
between a foreign-based office and its Philippine-based branches faster
and easier, allowing for cost-cutting in terms of travel concerns. It
points out that even the E-Commerce Law has recognized this modern
technology.
The respondent posits that the courts are aware of this development in

technology; hence, may take judicial notice thereof without need of

hearings. Even if such hearing is required, the requirement is
nevertheless satisfied if a party is allowed to file pleadings by way of
comment or opposition thereto.
PETITIONER:
The petitioner further avers that the supposed holding of a special
meeting on June 25, 1999 through teleconferencing where Atty.
Aguinaldo was supposedly given such an authority is a farce,
considering that there was no mention of where it was held, whether in
this country or elsewhere. It insists that the Corporation Code requires
board resolutions of corporations to be submitted to the SEC. Even
assuming that there was such a teleconference, it would be against the
provisions of the Corporation Code not to have any record thereof.
The petitioner insists that the teleconference and resolution adverted
to by the respondent in its pleadings were mere fabrications foisted by
the
respondent and its counsel on the RTC, the CA and this Court.
RULING: PETITION IS MERITORIOUS
there was no allegation that Atty. Aguinaldo had been authorized to
execute the certificate of non-forum shopping by the respondents
Board of Directors; moreover, no such board resolution was appended
thereto or incorporated therein.
It is settled that the requirement to file a certificate of non-forum
shopping is mandatory[8] and that the failure to comply with this
requirement cannot be excused. The certification is a peculiar and
personal responsibility of the party, an assurance given to the court or
other tribunal that there are no other pending cases involving basically
the same parties, issues and causes of action. Hence, the certification
must be accomplished by the party himself because he has actual
knowledge of whether or not he has initiated similar actions or
proceedings in different courts or tribunals. Even his counsel may be
unaware of such facts.[9] Hence, the requisite certification executed by
the plaintiffs counsel will not suffice
In a case where the plaintiff is a private corporation, the certification
may be signed, for and on behalf of the said corporation, by a
specifically authorized person, including its retained counsel, who has
personal knowledge of the facts required to be established by the
documents.
If the authority of a partys counsel to execute a certificate of non-

forum shopping is disputed by the adverse party, the former is

required to show proof of such authority or representation.
Under the law, Atty. Aguinaldo was not specifically authorized to
execute a certificate of non-forum shopping as required by Section 5,
Rule 7 of the Rules of Court. This is because while a resident agent
may be aware of actions filed against his principal (a foreign
corporation doing business in the Philippines), such resident may not
be aware of actions initiated by its principal, whether in the Philippines
against a domestic corporation or private individual, or in the country
where such corporation was organized and registered, against a
Philippine registered corporation or a Filipino citizen.
2nd issue: Things of common knowledge, of which courts take judicial
matters coming to the knowledge of men generally in the course of the
ordinary experiences of life, or they may be matters which are
generally accepted by mankind as true and are capable of ready and
unquestioned demonstration. Thus, facts which are universally known,
and which may be found in encyclopedias, dictionaries or other
publications, are judicially noticed, provided, they are of such universal
notoriety and so generally understood that they may be regarded as
forming part of the common knowledge of every person. As the
common knowledge of man ranges far and wide, a wide variety of
particular facts have been judicially noticed as being matters of
common knowledge. But a court cannot take judicial notice of any fact
which, in part, is dependent on the existence or non-existence of a fact
of which the court has no constructive knowledge
In this age of modern technology, the courts may take judicial notice
that business transactions may be made by individuals through
teleconferencing. Teleconferencing is interactive group communication
(three or more people in two or more locations) through an electronic
medium. In general terms, teleconferencing can bring people together
under one roof even though they are separated by hundreds of miles.
This type of group communication may be used in a number of ways,
and have three basic types: (1) video conferencing - television-like
communication augmented with sound; (2) computer conferencing printed communication through keyboard terminals, and (3) audioconferencing-verbal communication via the telephone with optional
capacity for telewriting or telecopying
Indeed, teleconferencing can only facilitate the linking of people; it
does not alter the complexity of group communication. Although it
may be easier to communicate via teleconferencing, it may also be
easier to miscommunicate. Teleconferencing cannot satisfy the

individual needs of every type of meeting

The respondents allegation that its board of directors conducted a
teleconference on June 25, 1999 and approved the said resolution (with
Atty. Aguinaldo in attendance) is incredible, given the additional fact
that no such allegation was made in the complaint. If the resolution
had indeed been approved on June 25, 1999, long before the complaint
was filed, the respondent should have incorporated it in its complaint,
or at least appended a copy thereof. The respondent failed to do so. It
was only on January 28, 2000 that the respondent claimed, for the first
time, that there was such a meeting of the Board of Directors held on
June 25, 1999; it even represented to the Court that a copy of its
resolution was with its main office in Korea, only to allege later that no
written copy existed. It was only on March 6, 2000 that the respondent
alleged, for the first time, that the meeting of the Board of Directors
where the resolution was approved was held via teleconference.
Worse still, it appears that as early as January 10, 1999, Atty. Aguinaldo
had signed a Secretarys/Resident Agents Certificate alleging that the
board of directors held a teleconference on June 25, 1999. No such
certificate was appended to the complaint, which was filed on
September 6, 1999. More importantly, the respondent did not explain
why the said certificate was signed by Atty. Aguinaldo as early as
January 9, 1999, and yet was notarized one year later (on January 10,
2000); it also did not explain its failure to append the said certificate to
the complaint, as well as to its Compliance dated March 6, 2000. It
was only on January 26, 2001 when the respondent filed its comment
in the CA that it submitted the Secretarys/Resident Agents
Certificate[30] dated January 10, 2000.
The Court is, thus, more inclined to believe that the alleged
teleconference on June 25, 1999 never took place, and that the
resolution allegedly approved by the respondents Board of Directors
during the said teleconference was a mere concoction purposefully
foisted on the RTC, the CA and this Court, to avert the dismissal of its
complaint against the petitioner.
PETITION GRANTED