G.R. No.

100113 September 3, 1991

RENATO CAYETANO, petitioner,
vs.
CHRISTIAN MONSOD, HON. JOVITO R. SALONGA, COMMISSION ON APPOINTMENT, and HON. GUILLERMO CARAGUE, in his
capacity as Secretary of Budget and Management, respondents.
Renato L. Cayetano for and in his own behalf.
Sabina E. Acut, Jr. and Mylene Garcia-Albano co-counsel for petitioner.

PARAS, J.:p
We are faced here with a controversy of far-reaching proportions. While ostensibly only legal issues are involved, the Court's decision
in this case would indubitably have a profound effect on the political aspect of our national existence.
The 1987 Constitution provides in Section 1 (1), Article IX-C:
There shall be a Commission on Elections composed of a Chairman and six Commissioners who shall be naturalborn citizens of the Philippines and, at the time of their appointment, at least thirty-five years of age, holders of a
college degree, and must not have been candidates for any elective position in the immediately preceding -elections.
However, a majority thereof, including the Chairman, shall be members of the Philippine Bar who have been engaged
in the practice of law for at least ten years. (Emphasis supplied)
The aforequoted provision is patterned after Section l(l), Article XII-C of the 1973 Constitution which similarly provides:
There shall be an independent Commission on Elections composed of a Chairman and eight Commissioners who shall be natural-born
citizens of the Philippines and, at the time of their appointment, at least thirty-five years of age and holders of a college degree.
However, a majority thereof, including the Chairman, shall be members of the Philippine Bar who have been engaged in the practice of
law for at least ten years.' (Emphasis supplied)
Regrettably, however, there seems to be no jurisprudence as to what constitutes practice of law as a legal qualification to an appointive
office.
Black defines "practice of law" as:
The rendition of services requiring the knowledge and the application of legal principles and technique to serve the
interest of another with his consent. It is not limited to appearing in court, or advising and assisting in the conduct of
litigation, but embraces the preparation of pleadings, and other papers incident to actions and special proceedings,
conveyancing, the preparation of legal instruments of all kinds, and the giving of all legal advice to clients. It
embraces all advice to clients and all actions taken for them in matters connected with the law. An attorney engages
in the practice of law by maintaining an office where he is held out to be-an attorney, using a letterhead describing
himself as an attorney, counseling clients in legal matters, negotiating with opposing counsel about pending litigation,
and fixing and collecting fees for services rendered by his associate. (Black's Law Dictionary, 3rd ed.)
The practice of law is not limited to the conduct of cases in court. (Land Title Abstract and Trust Co. v. Dworken,129 Ohio St. 23, 193
N.E. 650) A person is also considered to be in the practice of law when he:
... for valuable consideration engages in the business of advising person, firms, associations or corporations as to
their rights under the law, or appears in a representative capacity as an advocate in proceedings pending or
prospective, before any court, commissioner, referee, board, body, committee, or commission constituted by law or
authorized to settle controversies and there, in such representative capacity performs any act or acts for the purpose
of obtaining or defending the rights of their clients under the law. Otherwise stated, one who, in a representative
capacity, engages in the business of advising clients as to their rights under the law, or while so engaged performs
any act or acts either in court or outside of court for that purpose, is engaged in the practice of law. (State ex. rel.
Mckittrick v..C.S. Dudley and Co., 102 S.W. 2d 895, 340 Mo. 852)
This Court in the case of Philippine Lawyers Association v.Agrava, (105 Phil. 173,176-177) stated:

The practice of law is not limited to the conduct of cases or litigation in court; it embraces the preparation of pleadings
and other papers incident to actions and special proceedings, the management of such actions and proceedings on
behalf of clients before judges and courts, and in addition, conveying. In general, all advice to clients, and all action
taken for them in mattersconnected with the law incorporation services, assessment and condemnation services
contemplating an appearance before a judicial body, the foreclosure of a mortgage, enforcement of a creditor's claim
in bankruptcy and insolvency proceedings, and conducting proceedings in attachment, and in matters of estate and
guardianship have been held to constitute law practice, as do the preparation and drafting of legal instruments, where
the work done involves the determination by the trained legal mind of the legal effect of facts and conditions. (5 Am.
Jr. p. 262, 263). (Emphasis supplied)
Practice of law under modem conditions consists in no small part of work performed outside of any court and having
no immediate relation to proceedings in court. It embraces conveyancing, the giving of legal advice on a large variety
of subjects, and the preparation and execution of legal instruments covering an extensive field of business and trust
relations and other affairs. Although these transactions may have no direct connection with court proceedings, they
are always subject to become involved in litigation. They require in many aspects a high degree of legal skill, a wide
experience with men and affairs, and great capacity for adaptation to difficult and complex situations. These
customary functions of an attorney or counselor at law bear an intimate relation to the administration of justice by the
courts. No valid distinction, so far as concerns the question set forth in the order, can be drawn between that part of
the work of the lawyer which involves appearance in court and that part which involves advice and drafting of
instruments in his office. It is of importance to the welfare of the public that these manifold customary functions be
performed by persons possessed of adequate learning and skill, of sound moral character, and acting at all times
under the heavy trust obligations to clients which rests upon all attorneys. (Moran, Comments on the Rules of Court,
Vol. 3 [1953 ed.] , p. 665-666, citing In re Opinion of the Justices [Mass.], 194 N.E. 313, quoted in Rhode Is. Bar
Assoc. v. Automobile Service Assoc. [R.I.] 179 A. 139,144). (Emphasis ours)
The University of the Philippines Law Center in conducting orientation briefing for new lawyers (1974-1975) listed the dimensions of the
practice of law in even broader terms as advocacy, counselling and public service.
One may be a practicing attorney in following any line of employment in the profession. If what he does exacts
knowledge of the law and is of a kind usual for attorneys engaging in the active practice of their profession, and he
follows some one or more lines of employment such as this he is a practicing attorney at law within the meaning of
the statute. (Barr v. Cardell, 155 NW 312)
Practice of law means any activity, in or out of court, which requires the application of law, legal procedure, knowledge, training and
experience. "To engage in the practice of law is to perform those acts which are characteristics of the profession. Generally, to practice
law is to give notice or render any kind of service, which device or service requires the use in any degree of legal knowledge or skill."
(111 ALR 23)
The following records of the 1986 Constitutional Commission show that it has adopted a liberal interpretation of the term "practice of
law."
MR. FOZ. Before we suspend the session, may I make a manifestation which I forgot to do during
our review of the provisions on the Commission on Audit. May I be allowed to make a very brief
statement?
THE PRESIDING OFFICER (Mr. Jamir).
The Commissioner will please proceed.
MR. FOZ. This has to do with the qualifications of the members of the Commission on Audit.
Among others, the qualifications provided for by Section I is that "They must be Members of the
Philippine Bar" I am quoting from the provision "who have been engaged in the practice of
law for at least ten years".
To avoid any misunderstanding which would result in excluding members of the Bar who are now employed in the
COA or Commission on Audit, we would like to make the clarification that this provision on qualifications regarding
members of the Bar does not necessarily refer or involve actual practice of law outside the COA We have to interpret
this to mean that as long as the lawyers who are employed in the COA are using their legal knowledge or legal talent
in their respective work within COA, then they are qualified to be considered for appointment as members or
commissioners, even chairman, of the Commission on Audit.

This has been discussed by the Committee on Constitutional Commissions and Agencies and we deem it important
to take it up on the floor so that this interpretation may be made available whenever this provision on the
qualifications as regards members of the Philippine Bar engaging in the practice of law for at least ten years is taken
up.
MR. OPLE. Will Commissioner Foz yield to just one question.
MR. FOZ. Yes, Mr. Presiding Officer.
MR. OPLE. Is he, in effect, saying that service in the COA by a lawyer is equivalent to the
requirement of a law practice that is set forth in the Article on the Commission on Audit?
MR. FOZ. We must consider the fact that the work of COA, although it is auditing, will necessarily
involve legal work; it will involve legal work. And, therefore, lawyers who are employed in COA now
would have the necessary qualifications in accordance with the Provision on qualifications under
our provisions on the Commission on Audit. And, therefore, the answer is yes.
MR. OPLE. Yes. So that the construction given to this is that this is equivalent to the practice of law.
MR. FOZ. Yes, Mr. Presiding Officer.
MR. OPLE. Thank you.
... ( Emphasis supplied)
Section 1(1), Article IX-D of the 1987 Constitution, provides, among others, that the Chairman and two Commissioners of the
Commission on Audit (COA) should either be certified public accountants with not less than ten years of auditing practice, or members
of the Philippine Bar who have been engaged in the practice of law for at least ten years. (emphasis supplied)
Corollary to this is the term "private practitioner" and which is in many ways synonymous with the word "lawyer." Today, although many
lawyers do not engage in private practice, it is still a fact that the majority of lawyers are private practitioners. (Gary
Munneke, Opportunities in Law Careers [VGM Career Horizons: Illinois], [1986], p. 15).
At this point, it might be helpful to define private practice. The term, as commonly understood, means "an individual or organization
engaged in the business of delivering legal services." (Ibid.). Lawyers who practice alone are often called "sole practitioners." Groups of
lawyers are called "firms." The firm is usually a partnership and members of the firm are the partners. Some firms may be organized as
professional corporations and the members called shareholders. In either case, the members of the firm are the experienced attorneys.
In most firms, there are younger or more inexperienced salaried attorneyscalled "associates." (Ibid.).
The test that defines law practice by looking to traditional areas of law practice is essentially tautologous, unhelpful defining the practice
of law as that which lawyers do. (Charles W. Wolfram, Modern Legal Ethics [West Publishing Co.: Minnesota, 1986], p. 593). The
practice of law is defined as the performance of any acts . . . in or out of court, commonly understood to be the practice of law. (State
Bar Ass'n v. Connecticut Bank & Trust Co., 145 Conn. 222, 140 A.2d 863, 870 [1958] [quoting Grievance Comm. v. Payne, 128 Conn.
325, 22 A.2d 623, 626 [1941]). Because lawyers perform almost every function known in the commercial and governmental realm, such
a definition would obviously be too global to be workable.(Wolfram, op. cit.).
The appearance of a lawyer in litigation in behalf of a client is at once the most publicly familiar role for lawyers as well as an
uncommon role for the average lawyer. Most lawyers spend little time in courtrooms, and a large percentage spend their entire practice
without litigating a case. (Ibid., p. 593). Nonetheless, many lawyers do continue to litigate and the litigating lawyer's role colors much of
both the public image and the self perception of the legal profession. (Ibid.).
In this regard thus, the dominance of litigation in the public mind reflects history, not reality. (Ibid.). Why is this so? Recall that the late
Alexander SyCip, a corporate lawyer, once articulated on the importance of a lawyer as a business counselor in this wise: "Even today,
there are still uninformed laymen whose concept of an attorney is one who principally tries cases before the courts. The members of the
bench and bar and the informed laymen such as businessmen, know that in most developed societies today, substantially more legal
work is transacted in law offices than in the courtrooms. General practitioners of law who do both litigation and non-litigation work also
know that in most cases they find themselves spending more time doing what [is] loosely desccribe[d] as business counseling than in
trying cases. The business lawyer has been described as the planner, the diagnostician and the trial lawyer, the surgeon. I[t] need not
[be] stress[ed] that in law, as in medicine, surgery should be avoided where internal medicine can be effective." (Business Star,
"Corporate Finance Law," Jan. 11, 1989, p. 4).

In the course of a working day the average general practitioner wig engage in a number of legal tasks, each involving different legal
doctrines, legal skills, legal processes, legal institutions, clients, and other interested parties. Even the increasing numbers of lawyers in
specialized practice wig usually perform at least some legal services outside their specialty. And even within a narrow specialty such as
tax practice, a lawyer will shift from one legal task or role such as advice-giving to an importantly different one such as representing a
client before an administrative agency. (Wolfram, supra, p. 687).
By no means will most of this work involve litigation, unless the lawyer is one of the relatively rare types a litigator who specializes in
this work to the exclusion of much else. Instead, the work will require the lawyer to have mastered the full range of traditional lawyer
skills of client counselling, advice-giving, document drafting, and negotiation. And increasingly lawyers find that the new skills of
evaluation and mediation are both effective for many clients and a source of employment. (Ibid.).
Most lawyers will engage in non-litigation legal work or in litigation work that is constrained in very important ways, at least theoretically,
so as to remove from it some of the salient features of adversarial litigation. Of these special roles, the most prominent is that of
prosecutor. In some lawyers' work the constraints are imposed both by the nature of the client and by the way in which the lawyer is
organized into a social unit to perform that work. The most common of these roles are those of corporate practice and government legal
service. (Ibid.).
In several issues of the Business Star, a business daily, herein below quoted are emerging trends in corporate law practice, a departure
from the traditional concept of practice of law.
We are experiencing today what truly may be called a revolutionary transformation in corporate law practice. Lawyers
and other professional groups, in particular those members participating in various legal-policy decisional contexts,
are finding that understanding the major emerging trends in corporation law is indispensable to intelligent decisionmaking.
Constructive adjustment to major corporate problems of today requires an accurate understanding of the nature and
implications of the corporate law research function accompanied by an accelerating rate of information accumulation.
The recognition of the need for such improved corporate legal policy formulation, particularly "model-making" and
"contingency planning," has impressed upon us the inadequacy of traditional procedures in many decisional contexts.
In a complex legal problem the mass of information to be processed, the sorting and weighing of significant
conditional factors, the appraisal of major trends, the necessity of estimating the consequences of given courses of
action, and the need for fast decision and response in situations of acute danger have prompted the use of
sophisticated concepts of information flow theory, operational analysis, automatic data processing, and electronic
computing equipment. Understandably, an improved decisional structure must stress the predictive component of the
policy-making process, wherein a "model", of the decisional context or a segment thereof is developed to test
projected alternative courses of action in terms of futuristic effects flowing therefrom.
Although members of the legal profession are regularly engaged in predicting and projecting the trends of the law, the
subject of corporate finance law has received relatively little organized and formalized attention in the philosophy of
advancing corporate legal education. Nonetheless, a cross-disciplinary approach to legal research has become a vital
necessity.
Certainly, the general orientation for productive contributions by those trained primarily in the law can be improved
through an early introduction to multi-variable decisional context and the various approaches for handling such
problems. Lawyers, particularly with either a master's or doctorate degree in business administration or management,
functioning at the legal policy level of decision-making now have some appreciation for the concepts and analytical
techniques of other professions which are currently engaged in similar types of complex decision-making.
Truth to tell, many situations involving corporate finance problems would require the services of an astute attorney
because of the complex legal implications that arise from each and every necessary step in securing and maintaining
the business issue raised. (Business Star, "Corporate Finance Law," Jan. 11, 1989, p. 4).
In our litigation-prone country, a corporate lawyer is assiduously referred to as the "abogado de campanilla." He is the
"big-time" lawyer, earning big money and with a clientele composed of the tycoons and magnates of business and
industry.
Despite the growing number of corporate lawyers, many people could not explain what it is that a corporate lawyer
does. For one, the number of attorneys employed by a single corporation will vary with the size and type of the
corporation. Many smaller and some large corporations farm out all their legal problems to private law firms. Many

others have in-house counsel only for certain matters. Other corporation have a staff large enough to handle most
legal problems in-house.
A corporate lawyer, for all intents and purposes, is a lawyer who handles the legal affairs of a corporation. His areas
of concern or jurisdiction may include, inter alia: corporate legal research, tax laws research, acting out as corporate
secretary (in board meetings), appearances in both courts and other adjudicatory agencies (including the Securities
and Exchange Commission), and in other capacities which require an ability to deal with the law.
At any rate, a corporate lawyer may assume responsibilities other than the legal affairs of the business of the
corporation he is representing. These include such matters as determining policy and becoming involved in
management. ( Emphasis supplied.)
In a big company, for example, one may have a feeling of being isolated from the action, or not understanding how
one's work actually fits into the work of the orgarnization. This can be frustrating to someone who needs to see the
results of his work first hand. In short, a corporate lawyer is sometimes offered this fortune to be more closely
involved in the running of the business.
Moreover, a corporate lawyer's services may sometimes be engaged by a multinational corporation (MNC). Some
large MNCs provide one of the few opportunities available to corporate lawyers to enter the international law field.
After all, international law is practiced in a relatively small number of companies and law firms. Because working in a
foreign country is perceived by many as glamorous, tills is an area coveted by corporate lawyers. In most cases,
however, the overseas jobs go to experienced attorneys while the younger attorneys do their "international practice"
in law libraries. (Business Star, "Corporate Law Practice," May 25,1990, p. 4).
This brings us to the inevitable, i.e., the role of the lawyer in the realm of finance. To borrow the lines of Harvardeducated lawyer Bruce Wassertein, to wit: "A bad lawyer is one who fails to spot problems, a good lawyer is one who
perceives the difficulties, and the excellent lawyer is one who surmounts them." (Business Star, "Corporate Finance
Law," Jan. 11, 1989, p. 4).
Today, the study of corporate law practice direly needs a "shot in the arm," so to speak. No longer are we talking of
the traditional law teaching method of confining the subject study to the Corporation Code and the Securities Code
but an incursion as well into the intertwining modern management issues.
Such corporate legal management issues deal primarily with three (3) types of learning: (1) acquisition of insights into
current advances which are of particular significance to the corporate counsel; (2) an introduction to usable
disciplinary skins applicable to a corporate counsel's management responsibilities; and (3) a devotion to the
organization and management of the legal function itself.
These three subject areas may be thought of as intersecting circles, with a shared area linking them. Otherwise
known as "intersecting managerial jurisprudence," it forms a unifying theme for the corporate counsel's total learning.
Some current advances in behavior and policy sciences affect the counsel's role. For that matter, the corporate
lawyer reviews the globalization process, including the resulting strategic repositioning that the firms he provides
counsel for are required to make, and the need to think about a corporation's; strategy at multiple levels. The salience
of the nation-state is being reduced as firms deal both with global multinational entities and simultaneously with subnational governmental units. Firms increasingly collaborate not only with public entities but with each other often
with those who are competitors in other arenas.
Also, the nature of the lawyer's participation in decision-making within the corporation is rapidly changing. The
modem corporate lawyer has gained a new role as a stakeholder in some cases participating in the organization
and operations of governance through participation on boards and other decision-making roles. Often these new
patterns develop alongside existing legal institutions and laws are perceived as barriers. These trends are
complicated as corporations organize for global operations. ( Emphasis supplied)
The practising lawyer of today is familiar as well with governmental policies toward the promotion and management
of technology. New collaborative arrangements for promoting specific technologies or competitiveness more
generally require approaches from industry that differ from older, more adversarial relationships and traditional forms
of seeking to influence governmental policies. And there are lessons to be learned from other countries. In
Europe, Esprit, Eureka and Race are examples of collaborative efforts between governmental and business
Japan's MITI is world famous. (Emphasis supplied)

Following the concept of boundary spanning, the office of the Corporate Counsel comprises a distinct group within
the managerial structure of all kinds of organizations. Effectiveness of both long-term and temporary groups within
organizations has been found to be related to indentifiable factors in the group-context interaction such as the groups
actively revising their knowledge of the environment coordinating work with outsiders, promoting team achievements
within the organization. In general, such external activities are better predictors of team performance than internal
group processes.
In a crisis situation, the legal managerial capabilities of the corporate lawyer vis-a-vis the managerial mettle of
corporations are challenged. Current research is seeking ways both to anticipate effective managerial procedures
and to understand relationships of financial liability and insurance considerations. (Emphasis supplied)
Regarding the skills to apply by the corporate counsel, three factors are apropos:
First System Dynamics. The field of systems dynamics has been found an effective tool for new managerial thinking
regarding both planning and pressing immediate problems. An understanding of the role of feedback loops, inventory
levels, and rates of flow, enable users to simulate all sorts of systematic problems physical, economic, managerial,
social, and psychological. New programming techniques now make the system dynamics principles more accessible
to managers including corporate counsels. (Emphasis supplied)
Second Decision Analysis. This enables users to make better decisions involving complexity and uncertainty. In the
context of a law department, it can be used to appraise the settlement value of litigation, aid in negotiation settlement,
and minimize the cost and risk involved in managing a portfolio of cases. (Emphasis supplied)
Third Modeling for Negotiation Management. Computer-based models can be used directly by parties and mediators
in all lands of negotiations. All integrated set of such tools provide coherent and effective negotiation support,
including hands-on on instruction in these techniques. A simulation case of an international joint venture may be used
to illustrate the point.
[Be this as it may,] the organization and management of the legal function, concern three pointed areas of
consideration, thus:
Preventive Lawyering. Planning by lawyers requires special skills that comprise a major part of the general counsel's
responsibilities. They differ from those of remedial law. Preventive lawyering is concerned with minimizing the risks of
legal trouble and maximizing legal rights for such legal entities at that time when transactional or similar facts are
being considered and made.
Managerial Jurisprudence. This is the framework within which are undertaken those activities of the firm to which
legal consequences attach. It needs to be directly supportive of this nation's evolving economic and organizational
fabric as firms change to stay competitive in a global, interdependent environment. The practice and theory of "law" is
not adequate today to facilitate the relationships needed in trying to make a global economy work.
Organization and Functioning of the Corporate Counsel's Office. The general counsel has emerged in the last decade
as one of the most vibrant subsets of the legal profession. The corporate counsel hear responsibility for key aspects
of the firm's strategic issues, including structuring its global operations, managing improved relationships with an
increasingly diversified body of employees, managing expanded liability exposure, creating new and varied
interactions with public decision-makers, coping internally with more complex make or by decisions.
This whole exercise drives home the thesis that knowing corporate law is not enough to make one a good general
corporate counsel nor to give him a full sense of how the legal system shapes corporate activities. And even if the
corporate lawyer's aim is not the understand all of the law's effects on corporate activities, he must, at the very least,
also gain a working knowledge of the management issues if only to be able to grasp not only the basic legal
"constitution' or makeup of the modem corporation. "Business Star", "The Corporate Counsel," April 10, 1991, p. 4).
The challenge for lawyers (both of the bar and the bench) is to have more than a passing knowledge of financial law
affecting each aspect of their work. Yet, many would admit to ignorance of vast tracts of the financial law territory.
What transpires next is a dilemma of professional security: Will the lawyer admit ignorance and risk opprobrium?; or
will he feign understanding and risk exposure? (Business Star, "Corporate Finance law," Jan. 11, 1989, p. 4).
Respondent Christian Monsod was nominated by President Corazon C. Aquino to the position of Chairman of the COMELEC in a letter
received by the Secretariat of the Commission on Appointments on April 25, 1991. Petitioner opposed the nomination because
allegedly Monsod does not possess the required qualification of having been engaged in the practice of law for at least ten years.

On June 5, 1991, the Commission on Appointments confirmed the nomination of Monsod as Chairman of the COMELEC. On June 18,
1991, he took his oath of office. On the same day, he assumed office as Chairman of the COMELEC.
Challenging the validity of the confirmation by the Commission on Appointments of Monsod's nomination, petitioner as a citizen and
taxpayer, filed the instant petition for certiorari and Prohibition praying that said confirmation and the consequent appointment of
Monsod as Chairman of the Commission on Elections be declared null and void.
Atty. Christian Monsod is a member of the Philippine Bar, having passed the bar examinations of 1960 with a grade of 86-55%. He has
been a dues paying member of the Integrated Bar of the Philippines since its inception in 1972-73. He has also been paying his
professional license fees as lawyer for more than ten years. (p. 124, Rollo)
After graduating from the College of Law (U.P.) and having hurdled the bar, Atty. Monsod worked in the law office of his father. During
his stint in the World Bank Group (1963-1970), Monsod worked as an operations officer for about two years in Costa Rica and Panama,
which involved getting acquainted with the laws of member-countries negotiating loans and coordinating legal, economic, and project
work of the Bank. Upon returning to the Philippines in 1970, he worked with the Meralco Group, served as chief executive officer of an
investment bank and subsequently of a business conglomerate, and since 1986, has rendered services to various companies as a
legal and economic consultant or chief executive officer. As former Secretary-General (1986) and National Chairman (1987) of
NAMFREL. Monsod's work involved being knowledgeable in election law. He appeared for NAMFREL in its accreditation hearings
before the Comelec. In the field of advocacy, Monsod, in his personal capacity and as former Co-Chairman of the Bishops
Businessmen's Conference for Human Development, has worked with the under privileged sectors, such as the farmer and urban poor
groups, in initiating, lobbying for and engaging in affirmative action for the agrarian reform law and lately the urban land reform bill.
Monsod also made use of his legal knowledge as a member of the Davide Commission, a quast judicial body, which conducted
numerous hearings (1990) and as a member of the Constitutional Commission (1986-1987), and Chairman of its Committee on
Accountability of Public Officers, for which he was cited by the President of the Commission, Justice Cecilia Muoz-Palma for
"innumerable amendments to reconcile government functions with individual freedoms and public accountability and the party-list
system for the House of Representative. (pp. 128-129 Rollo) ( Emphasis supplied)
Just a word about the work of a negotiating team of which Atty. Monsod used to be a member.
In a loan agreement, for instance, a negotiating panel acts as a team, and which is adequately constituted to meet
the various contingencies that arise during a negotiation. Besides top officials of the Borrower concerned, there are
the legal officer (such as the legal counsel), the finance manager, and an operations officer (such as an official
involved in negotiating the contracts) who comprise the members of the team. (Guillermo V. Soliven, "Loan
Negotiating Strategies for Developing Country Borrowers," Staff Paper No. 2, Central Bank of the Philippines, Manila,
1982, p. 11). (Emphasis supplied)
After a fashion, the loan agreement is like a country's Constitution; it lays down the law as far as the loan transaction
is concerned. Thus, the meat of any Loan Agreement can be compartmentalized into five (5) fundamental parts: (1)
business terms; (2) borrower's representation; (3) conditions of closing; (4) covenants; and (5) events of default.
(Ibid., p. 13).
In the same vein, lawyers play an important role in any debt restructuring program. For aside from performing the
tasks of legislative drafting and legal advising, they score national development policies as key factors in maintaining
their countries' sovereignty. (Condensed from the work paper, entitled "Wanted: Development Lawyers for Developing
Nations," submitted by L. Michael Hager, regional legal adviser of the United States Agency for International
Development, during the Session on Law for the Development of Nations at the Abidjan World Conference in Ivory
Coast, sponsored by the World Peace Through Law Center on August 26-31, 1973). ( Emphasis supplied)
Loan concessions and compromises, perhaps even more so than purely renegotiation policies, demand expertise in
the law of contracts, in legislation and agreement drafting and in renegotiation. Necessarily, a sovereign lawyer may
work with an international business specialist or an economist in the formulation of a model loan agreement. Debt
restructuring contract agreements contain such a mixture of technical language that they should be carefully drafted
and signed only with the advise of competent counsel in conjunction with the guidance of adequate technical support
personnel. (See International Law Aspects of the Philippine External Debts, an unpublished dissertation, U.S.T.
Graduate School of Law, 1987, p. 321). ( Emphasis supplied)
A critical aspect of sovereign debt restructuring/contract construction is the set of terms and conditions which
determines the contractual remedies for a failure to perform one or more elements of the contract. A good agreement
must not only define the responsibilities of both parties, but must also state the recourse open to either party when
the other fails to discharge an obligation. For a compleat debt restructuring represents a devotion to that principle
which in the ultimate analysis issine qua non for foreign loan agreements-an adherence to the rule of law in domestic
and international affairs of whose kind U.S. Supreme Court Justice Oliver Wendell Holmes, Jr. once said: "They carry

no banners, they beat no drums; but where they are, men learn that bustle and bush are not the equal of quiet genius
and serene mastery." (See Ricardo J. Romulo, "The Role of Lawyers in Foreign Investments," Integrated Bar of the
Philippine Journal, Vol. 15, Nos. 3 and 4, Third and Fourth Quarters, 1977, p. 265).
Interpreted in the light of the various definitions of the term Practice of law". particularly the modern concept of law practice, and taking
into consideration the liberal construction intended by the framers of the Constitution, Atty. Monsod's past work experiences as a
lawyer-economist, a lawyer-manager, a lawyer-entrepreneur of industry, a lawyer-negotiator of contracts, and a lawyer-legislator of both
the rich and the poor verily more than satisfy the constitutional requirement that he has been engaged in the practice of law for at
least ten years.
Besides in the leading case of Luego v. Civil Service Commission, 143 SCRA 327, the Court said:
Appointment is an essentially discretionary power and must be performed by the officer in which it is vested
according to his best lights, the only condition being that the appointee should possess the qualifications required by
law. If he does, then the appointment cannot be faulted on the ground that there are others better qualified who
should have been preferred. This is a political question involving considerations of wisdom which only the appointing
authority can decide. (emphasis supplied)
No less emphatic was the Court in the case of (Central Bank v. Civil Service Commission, 171 SCRA 744) where it stated:
It is well-settled that when the appointee is qualified, as in this case, and all the other legal requirements are satisfied,
the Commission has no alternative but to attest to the appointment in accordance with the Civil Service Law. The
Commission has no authority to revoke an appointment on the ground that another person is more qualified for a
particular position. It also has no authority to direct the appointment of a substitute of its choice. To do so would be an
encroachment on the discretion vested upon the appointing authority. An appointment is essentially within the
discretionary power of whomsoever it is vested, subject to the only condition that the appointee should possess the
qualifications required by law. ( Emphasis supplied)
The appointing process in a regular appointment as in the case at bar, consists of four (4) stages: (1) nomination; (2) confirmation by
the Commission on Appointments; (3) issuance of a commission (in the Philippines, upon submission by the Commission on
Appointments of its certificate of confirmation, the President issues the permanent appointment; and (4) acceptance e.g., oath-taking,
posting of bond, etc. . . . (Lacson v. Romero, No. L-3081, October 14, 1949; Gonzales, Law on Public Officers, p. 200)
The power of the Commission on Appointments to give its consent to the nomination of Monsod as Chairman of the Commission on
Elections is mandated by Section 1(2) Sub-Article C, Article IX of the Constitution which provides:
The Chairman and the Commisioners shall be appointed by the President with the consent of the Commission on
Appointments for a term of seven years without reappointment. Of those first appointed, three Members shall hold
office for seven years, two Members for five years, and the last Members for three years, without reappointment.
Appointment to any vacancy shall be only for the unexpired term of the predecessor. In no case shall any Member be
appointed or designated in a temporary or acting capacity.
Anent Justice Teodoro Padilla's separate opinion, suffice it to say that his definition of the practice of law is the
traditional or stereotyped notion of law practice, as distinguished from the modern concept of the practice of law,
which modern connotation is exactly what was intended by the eminent framers of the 1987 Constitution. Moreover,
Justice Padilla's definition would require generally a habitual law practice, perhaps practised two or three times a
week and would outlaw say, law practice once or twice a year for ten consecutive years. Clearly, this is far from the
constitutional intent.
Upon the other hand, the separate opinion of Justice Isagani Cruz states that in my written opinion, I made use of a definition of law
practice which really means nothing because the definition says that law practice " . . . is what people ordinarily mean by the practice of
law." True I cited the definition but only by way of sarcasm as evident from my statement that the definition of law practice by "traditional
areas of law practice is essentially tautologous" or defining a phrase by means of the phrase itself that is being defined.
Justice Cruz goes on to say in substance that since the law covers almost all situations, most individuals, in making use of the law, or in
advising others on what the law means, are actually practicing law. In that sense, perhaps, but we should not lose sight of the fact that
Mr. Monsod is a lawyer, a member of the Philippine Bar, who has been practising law for over ten years. This is different from the acts
of persons practising law, without first becoming lawyers.

Justice Cruz also says that the Supreme Court can even disqualify an elected President of the Philippines, say, on the ground that he
lacks one or more qualifications. This matter, I greatly doubt. For one thing, how can an action or petition be brought against the
President? And even assuming that he is indeed disqualified, how can the action be entertained since he is the incumbent President?
We now proceed:
The Commission on the basis of evidence submitted doling the public hearings on Monsod's confirmation, implicitly determined that he
possessed the necessary qualifications as required by law. The judgment rendered by the Commission in the exercise of such an
acknowledged power is beyond judicial interference except only upon a clear showing of a grave abuse of discretion amounting to lack
or excess of jurisdiction. (Art. VIII, Sec. 1 Constitution). Thus, only where such grave abuse of discretion is clearly shown shall the Court
interfere with the Commission's judgment. In the instant case, there is no occasion for the exercise of the Court's corrective power,
since no abuse, much less a grave abuse of discretion, that would amount to lack or excess of jurisdiction and would warrant the
issuance of the writs prayed, for has been clearly shown.
Additionally, consider the following:
(1) If the Commission on Appointments rejects a nominee by the President, may the Supreme Court reverse the
Commission, and thus in effect confirm the appointment? Clearly, the answer is in the negative.
(2) In the same vein, may the Court reject the nominee, whom the Commission has confirmed? The answer is
likewise clear.
(3) If the United States Senate (which is the confirming body in the U.S. Congress) decides to confirma Presidential
nominee, it would be incredible that the U.S. Supreme Court would still reverse the U.S. Senate.
Finally, one significant legal maxim is:
We must interpret not by the letter that killeth, but by the spirit that giveth life.
Take this hypothetical case of Samson and Delilah. Once, the procurator of Judea asked Delilah (who was Samson's beloved) for help
in capturing Samson. Delilah agreed on condition that
No blade shall touch his skin;
No blood shall flow from his veins.
When Samson (his long hair cut by Delilah) was captured, the procurator placed an iron rod burning white-hot two or three inches away
from in front of Samson's eyes. This blinded the man. Upon hearing of what had happened to her beloved, Delilah was beside herself
with anger, and fuming with righteous fury, accused the procurator of reneging on his word. The procurator calmly replied: "Did any
blade touch his skin? Did any blood flow from his veins?" The procurator was clearly relying on the letter, not the spirit of the
agreement.
In view of the foregoing, this petition is hereby DISMISSED.
SO ORDERED.
Fernan, C.J., Grio-Aquino and Medialdea, JJ., concur.
Feliciano, J., I certify that he voted to dismiss the petition. (Fernan, C.J.)
Sarmiento, J., is on leave.
Regalado, and Davide, Jr., J., took no part.

Separate Opinions

NARVASA, J., concurring:

I concur with the decision of the majority written by Mr. Justice Paras, albeit only in the result; it does not appear to me that there has
been an adequate showing that the challenged determination by the Commission on Appointments-that the appointment of respondent
Monsod as Chairman of the Commission on Elections should, on the basis of his stated qualifications and after due assessment
thereof, be confirmed-was attended by error so gross as to amount to grave abuse of discretion and consequently merits nullification by
this Court in accordance with the second paragraph of Section 1, Article VIII of the Constitution. I therefore vote to DENY the petition.

PADILLA, J., dissenting:

The records of this case will show that when the Court first deliberated on the Petition at bar, I voted not only to require the respondents
to comment on the Petition, but I was the sole vote for the issuance of a temporary restraining order to enjoin respondent Monsod from
assuming the position of COMELEC Chairman, while the Court deliberated on his constitutional qualification for the office. My purpose
in voting for a TRO was to prevent the inconvenience and even embarrassment to all parties concerned were the Court to finally decide
for respondent Monsod's disqualification. Moreover, a reading of the Petition then in relation to established jurisprudence already
showed prima facie that respondent Monsod did not possess the needed qualification, that is, he had not engaged in the practice of law
for at least ten (10) years prior to his appointment as COMELEC Chairman.
After considering carefully respondent Monsod's comment, I am even more convinced that the constitutional requirement of "practice of
law for at least ten (10) years" has not been met.
The procedural barriers interposed by respondents deserve scant consideration because, ultimately, the core issue to be resolved in
this petition is the proper construal of the constitutional provision requiring a majority of the membership of COMELEC, including the
Chairman thereof to "have been engaged in the practice of law for at least ten (10) years." (Art. IX(C), Section 1(1), 1987 Constitution).
Questions involving the construction of constitutional provisions are best left to judicial resolution. As declared in Angara v. Electoral
Commission, (63 Phil. 139) "upon the judicial department is thrown the solemn and inescapable obligation of interpreting the
Constitution and defining constitutional boundaries."
The Constitution has imposed clear and specific standards for a COMELEC Chairman. Among these are that he must have been
"engaged in the practice of law for at least ten (10) years." It is the bounden duty of this Court to ensure that such standard is met and
complied with.
What constitutes practice of law? As commonly understood, "practice" refers to the actual performance or application of knowledge as
distinguished from mere possession of knowledge; it connotes an active, habitual,repeated or customary action. 1 To "practice" law, or
any profession for that matter, means, to exercise or pursue an employment or profession actively, habitually, repeatedly or customarily.
Therefore, a doctor of medicine who is employed and is habitually performing the tasks of a nursing aide, cannot be said to be in the
"practice of medicine." A certified public accountant who works as a clerk, cannot be said to practice his profession as an accountant. In
the same way, a lawyer who is employed as a business executive or a corporate manager, other than as head or attorney of a Legal
Department of a corporation or a governmental agency, cannot be said to be in the practice of law.
As aptly held by this Court in the case of People vs. Villanueva: 2
Practice is more than an isolated appearance for it consists in frequent or customary actions, a succession of acts of
the same kind. In other words, it is frequent habitual exercise (State vs- Cotner, 127, p. 1, 87 Kan. 864, 42 LRA, M.S.
768). Practice of law to fall within the prohibition of statute has been interpreted as customarily or habitually holding
one's self out to the public as a lawyer and demanding payment for such services (State vs. Bryan, 4 S.E. 522, 98
N.C. 644,647.) ... (emphasis supplied).
It is worth mentioning that the respondent Commission on Appointments in a Memorandum it prepared, enumerated several factors
determinative of whether a particular activity constitutes "practice of law." It states:
1. Habituality. The term "practice of law" implies customarily or habitually holding one's self out to the public as a
lawyer (People vs. Villanueva, 14 SCRA 109 citing State v. Boyen, 4 S.E. 522, 98 N.C. 644) such as when one sends

a circular announcing the establishment of a law office for the general practice of law (U.S. v. Ney Bosque, 8 Phil.
146), or when one takes the oath of office as a lawyer before a notary public, and files a manifestation with the
Supreme Court informing it of his intention to practice law in all courts in the country (People v. De Luna, 102 Phil.
968).
Practice is more than an isolated appearance for it consists in frequent or customary action, a succession of acts of
the same kind. In other words, it is a habitual exercise (People v. Villanueva, 14 SCRA 109 citing State v. Cotner, 127,
p. 1, 87 Kan, 864).
2. Compensation. Practice of law implies that one must have presented himself to be in the active and continued
practice of the legal profession and that his professional services are available to the public for compensation, as a
service of his livelihood or in consideration of his said services. (People v. Villanueva, supra). Hence, charging for
services such as preparation of documents involving the use of legal knowledge and skill is within the term "practice
of law" (Ernani Pao, Bar Reviewer in Legal and Judicial Ethics, 1988 ed., p. 8 citing People v. People's Stockyards
State Bank, 176 N.B. 901) and, one who renders an opinion as to the proper interpretation of a statute, and receives
pay for it, is to that extent, practicing law (Martin, supra, p. 806 citing Mendelaun v. Gilbert and Barket Mfg. Co., 290
N.Y.S. 462) If compensation is expected, all advice to clients and all action taken for them in matters connected with
the law; are practicing law. (Elwood Fitchette et al., v. Arthur C. Taylor, 94A-L.R. 356-359)
3. Application of law legal principle practice or procedure which calls for legal knowledge, training and experience is
within the term "practice of law". (Martin supra)
4. Attorney-client relationship. Engaging in the practice of law presupposes the existence of lawyer-client relationship.
Hence, where a lawyer undertakes an activity which requires knowledge of law but involves no attorney-client
relationship, such as teaching law or writing law books or articles, he cannot be said to be engaged in the practice of
his profession or a lawyer (Agpalo, Legal Ethics, 1989 ed., p. 30). 3
The above-enumerated factors would, I believe, be useful aids in determining whether or not respondent Monsod meets the
constitutional qualification of practice of law for at least ten (10) years at the time of his appointment as COMELEC Chairman.
The following relevant questions may be asked:
1. Did respondent Monsod perform any of the tasks which are peculiar to the practice of law?
2. Did respondent perform such tasks customarily or habitually?
3. Assuming that he performed any of such tasks habitually, did he do so HABITUALLY FOR AT LEAST TEN (10) YEARS prior to his
appointment as COMELEC Chairman?
Given the employment or job history of respondent Monsod as appears from the records, I am persuaded that if ever he did perform
any of the tasks which constitute the practice of law, he did not do so HABITUALLY for at least ten (10) years prior to his appointment
as COMELEC Chairman.
While it may be granted that he performed tasks and activities which could be latitudinarianly considered activities peculiar to the
practice of law, like the drafting of legal documents and the rendering of legal opinion or advice, such were isolated transactions or
activities which do not qualify his past endeavors as "practice of law." To become engaged in the practice of law, there must be
a continuity, or a succession of acts. As observed by the Solicitor General in People vs. Villanueva: 4
Essentially, the word private practice of law implies that one must have presented himself to be in
theactive and continued practice of the legal profession and that his professional services are available to the public
for a compensation, as a source of his livelihood or in consideration of his said services.
ACCORDINGLY, my vote is to GRANT the petition and to declare respondent Monsod as not qualified for the position of COMELEC
Chairman for not having engaged in the practice of law for at least ten (10) years prior to his appointment to such position.
CRUZ, J., dissenting:
I am sincerely impressed by the ponencia of my brother Paras but find I must dissent just the same. There are certain points on which I
must differ with him while of course respecting hisviewpoint.

To begin with, I do not think we are inhibited from examining the qualifications of the respondent simply because his nomination has
been confirmed by the Commission on Appointments. In my view, this is not a political question that we are barred from resolving.
Determination of the appointee's credentials is made on the basis of the established facts, not the discretion of that body. Even if it
were, the exercise of that discretion would still be subject to our review.
In Luego, which is cited in the ponencia, what was involved was the discretion of the appointing authority tochoose between two
claimants to the same office who both possessed the required qualifications. It was that kind of discretion that we said could not be
reviewed.
If a person elected by no less than the sovereign people may be ousted by this Court for lack of the required qualifications, I see no
reason why we cannot disqualified an appointee simply because he has passed the Commission on Appointments.
Even the President of the Philippines may be declared ineligible by this Court in an appropriate proceeding notwithstanding that he has
been found acceptable by no less than the enfranchised citizenry. The reason is that what we would be examining is not the wisdom of
his election but whether or not he was qualified to be elected in the first place.
Coming now to the qualifications of the private respondent, I fear that the ponencia may have been too sweeping in its definition of the
phrase "practice of law" as to render the qualification practically toothless. From the numerous activities accepted as embraced in the
term, I have the uncomfortable feeling that one does not even have to be a lawyer to be engaged in the practice of law as long as his
activities involve the application of some law, however peripherally. The stock broker and the insurance adjuster and the realtor could
come under the definition as they deal with or give advice on matters that are likely "to become involved in litigation."
The lawyer is considered engaged in the practice of law even if his main occupation is another business and he interprets and applies
some law only as an incident of such business. That covers every company organized under the Corporation Code and regulated by
the SEC under P.D. 902-A. Considering the ramifications of the modern society, there is hardly any activity that is not affected by some
law or government regulation the businessman must know about and observe. In fact, again going by the definition, a lawyer does not
even have to be part of a business concern to be considered a practitioner. He can be so deemed when, on his own, he rents a house
or buys a car or consults a doctor as these acts involve his knowledge and application of the laws regulating such transactions. If he
operates a public utility vehicle as his main source of livelihood, he would still be deemed engaged in the practice of law because he
must obey the Public Service Act and the rules and regulations of the Energy Regulatory Board.
The ponencia quotes an American decision defining the practice of law as the "performance of any acts ... in or out of court, commonly
understood to be the practice of law," which tells us absolutely nothing. The decision goes on to say that "because lawyers perform
almost every function known in the commercial and governmental realm, such a definition would obviously be too global to be
workable."
The effect of the definition given in the ponencia is to consider virtually every lawyer to be engaged in the practice of law even if he
does not earn his living, or at least part of it, as a lawyer. It is enough that his activities are incidentally (even if only remotely) connected
with some law, ordinance, or regulation. The possible exception is the lawyer whose income is derived from teaching ballroom dancing
or escorting wrinkled ladies with pubescent pretensions.
The respondent's credentials are impressive, to be sure, but they do not persuade me that he has been engaged in the practice of law
for ten years as required by the Constitution. It is conceded that he has been engaged in business and finance, in which areas he has
distinguished himself, but as an executive and economist and not as a practicing lawyer. The plain fact is that he has occupied the
various positions listed in his resume by virtue of his experience and prestige as a businessman and not as an attorney-at-law whose
principal attention is focused on the law. Even if it be argued that he was acting as a lawyer when he lobbied in Congress for agrarian
and urban reform, served in the NAMFREL and the Constitutional Commission (together with non-lawyers like farmers and priests) and
was a member of the Davide Commission, he has not proved that his activities in these capacities extended over the prescribed 10year period of actual practice of the law. He is doubtless eminently qualified for many other positions worthy of his abundant talents but
not as Chairman of the Commission on Elections.
I have much admiration for respondent Monsod, no less than for Mr. Justice Paras, but I must regretfully vote to grant the petition.
GUTIERREZ, JR., J., dissenting:
When this petition was filed, there was hope that engaging in the practice of law as a qualification for public office would be settled one
way or another in fairly definitive terms. Unfortunately, this was not the result.
Of the fourteen (14) member Court, 5 are of the view that Mr. Christian Monsod engaged in the practice of law (with one of these 5
leaving his vote behind while on official leave but not expressing his clear stand on the matter); 4 categorically stating that he did not

practice law; 2 voting in the result because there was no error so gross as to amount to grave abuse of discretion; one of official leave
with no instructions left behind on how he viewed the issue; and 2 not taking part in the deliberations and the decision.
There are two key factors that make our task difficult. First is our reviewing the work of a constitutional Commission on Appointments
whose duty is precisely to look into the qualifications of persons appointed to high office. Even if the Commission errs, we have no
power to set aside error. We can look only into grave abuse of discretion or whimsically and arbitrariness. Second is our belief that Mr.
Monsod possesses superior qualifications in terms of executive ability, proficiency in management, educational background, experience
in international banking and finance, and instant recognition by the public. His integrity and competence are not questioned by the
petitioner. What is before us is compliance with a specific requirement written into the Constitution.
Inspite of my high regard for Mr. Monsod, I cannot shirk my constitutional duty. He has never engaged in the practice of law for even
one year. He is a member of the bar but to say that he has practiced law is stretching the term beyond rational limits.
A person may have passed the bar examinations. But if he has not dedicated his life to the law, if he has not engaged in an activity
where membership in the bar is a requirement I fail to see how he can claim to have been engaged in the practice of law.
Engaging in the practice of law is a qualification not only for COMELEC chairman but also for appointment to the Supreme Court and all
lower courts. What kind of Judges or Justices will we have if there main occupation is selling real estate, managing a business
corporation, serving in fact-finding committee, working in media, or operating a farm with no active involvement in the law, whether in
Government or private practice, except that in one joyful moment in the distant past, they happened to pass the bar examinations?
The Constitution uses the phrase "engaged in the practice of law for at least ten years." The deliberate choice of words shows that the
practice envisioned is active and regular, not isolated, occasional, accidental, intermittent, incidental, seasonal, or extemporaneous. To
be "engaged" in an activity for ten years requires committed participation in something which is the result of one's decisive choice. It
means that one is occupied and involved in the enterprise; one is obliged or pledged to carry it out with intent and attention during the
ten-year period.
I agree with the petitioner that based on the bio-data submitted by respondent Monsod to the Commission on Appointments, the latter
has not been engaged in the practice of law for at least ten years. In fact, if appears that Mr. Monsod has never practiced law except for
an alleged one year period after passing the bar examinations when he worked in his father's law firm. Even then his law practice must
have been extremely limited because he was also working for M.A. and Ph. D. degrees in Economics at the University of Pennsylvania
during that period. How could he practice law in the United States while not a member of the Bar there?
The professional life of the respondent follows:
1.15.1. Respondent Monsod's activities since his passing the Bar examinations in 1961 consist of the following:
1. 1961-1963: M.A. in Economics (Ph. D. candidate), University of Pennsylvania
2. 1963-1970: World Bank Group Economist, Industry Department; Operations, Latin American Department;
Division Chief, South Asia and Middle East, International Finance Corporation
3. 1970-1973: Meralco Group Executive of various companies, i.e., Meralco Securities Corporation, Philippine
Petroleum Corporation, Philippine Electric Corporation
4. 1973-1976: Yujuico Group President, Fil-Capital Development Corporation and affiliated companies
5. 1976-1978: Finaciera Manila Chief Executive Officer
6. 1978-1986: Guevent Group of Companies Chief Executive Officer
7. 1986-1987: Philippine Constitutional Commission Member
8. 1989-1991: The Fact-Finding Commission on the December 1989 Coup Attempt Member
9. Presently: Chairman of the Board and Chief Executive Officer of the following companies:
a. ACE Container Philippines, Inc.

b. Dataprep, Philippines
c. Philippine SUNsystems Products, Inc.
d. Semirara Coal Corporation
e. CBL Timber Corporation
Member of the Board of the Following:
a. Engineering Construction Corporation of the Philippines
b. First Philippine Energy Corporation
c. First Philippine Holdings Corporation
d. First Philippine Industrial Corporation
e. Graphic Atelier
f. Manila Electric Company
g. Philippine Commercial Capital, Inc.
h. Philippine Electric Corporation
i. Tarlac Reforestation and Environment Enterprises
j. Tolong Aquaculture Corporation
k. Visayan Aquaculture Corporation
l. Guimaras Aquaculture Corporation (Rollo, pp. 21-22)
There is nothing in the above bio-data which even remotely indicates that respondent Monsod has given the lawenough attention or a
certain degree of commitment and participation as would support in all sincerity and candor the claim of having engaged in its practice
for at least ten years. Instead of working as a lawyer, he has lawyers working for him. Instead of giving receiving that legal advice of
legal services, he was the oneadvice and those services as an executive but not as a lawyer.
The deliberations before the Commission on Appointments show an effort to equate "engaged in the practice of law" with the use of
legal knowledge in various fields of endeavor such as commerce, industry, civic work, blue ribbon investigations, agrarian reform, etc.
where such knowledge would be helpful.
I regret that I cannot join in playing fast and loose with a term, which even an ordinary layman accepts as having a familiar and
customary well-defined meaning. Every resident of this country who has reached the age of discernment has to know, follow, or apply
the law at various times in his life. Legal knowledge is useful if not necessary for the business executive, legislator, mayor, barangay
captain, teacher, policeman, farmer, fisherman, market vendor, and student to name only a few. And yet, can these people honestly
assert that as such, they are engaged in the practice of law?
The Constitution requires having been "engaged in the practice of law for at least ten years." It is not satisfied with having been "a
member of the Philippine bar for at least ten years."
Some American courts have defined the practice of law, as follows:
The practice of law involves not only appearance in court in connection with litigation but also services rendered out
of court, and it includes the giving of advice or the rendering of any services requiring the use of legal skill or
knowledge, such as preparing a will, contract or other instrument, the legal effect of which, under the facts and
conditions involved, must be carefully determined.People ex rel. Chicago Bar Ass'n v. Tinkoff, 399 Ill. 282, 77 N.E.2d

693; People ex rel. Illinois State Bar Ass'n v. People's Stock Yards State Bank, 344 Ill. 462,176 N.E. 901, and cases
cited.
It would be difficult, if not impossible to lay down a formula or definition of what constitutes the practice of law.
"Practicing law" has been defined as "Practicing as an attorney or counselor at law according to the laws and
customs of our courts, is the giving of advice or rendition of any sort of service by any person, firm or corporation
when the giving of such advice or rendition of such service requires the use of any degree of legal knowledge or
skill." Without adopting that definition, we referred to it as being substantially correct in People ex rel. Illinois State
Bar Ass'n v. People's Stock Yards State Bank, 344 Ill. 462,176 N.E. 901. (People v. Schafer, 87 N.E. 2d 773, 776)
For one's actions to come within the purview of practice of law they should not only be activities peculiar to the work of a lawyer, they
should also be performed, habitually, frequently or customarily, to wit:
xxx xxx xxx
Respondent's answers to questions propounded to him were rather evasive. He was asked whether or not he ever
prepared contracts for the parties in real-estate transactions where he was not the procuring agent. He answered:
"Very seldom." In answer to the question as to how many times he had prepared contracts for the parties during the
twenty-one years of his business, he said: "I have no Idea." When asked if it would be more than half a dozen times
his answer was I suppose. Asked if he did not recall making the statement to several parties that he had prepared
contracts in a large number of instances, he answered: "I don't recall exactly what was said." When asked if he did
not remember saying that he had made a practice of preparing deeds, mortgages and contracts and charging a fee to
the parties therefor in instances where he was not the broker in the deal, he answered: "Well, I don't believe so, that
is not a practice." Pressed further for an answer as to his practice in preparing contracts and deeds for parties where
he was not the broker, he finally answered: "I have done about everything that is on the books as far as real estate is
concerned."
xxx xxx xxx
Respondent takes the position that because he is a real-estate broker he has a lawful right to do any legal work in
connection with real-estate transactions, especially in drawing of real-estate contracts, deeds, mortgages, notes and
the like. There is no doubt but that he has engaged in these practices over the years and has charged for his services
in that connection. ... (People v. Schafer, 87 N.E. 2d 773)
xxx xxx xxx
... An attorney, in the most general sense, is a person designated or employed by another to act in his stead; an
agent; more especially, one of a class of persons authorized to appear and act for suitors or defendants in legal
proceedings. Strictly, these professional persons are attorneys at law, and non-professional agents are properly
styled "attorney's in fact;" but the single word is much used as meaning an attorney at law. A person may be an
attorney in facto for another, without being an attorney at law. Abb. Law Dict. "Attorney." A public attorney, or attorney
at law, says Webster, is an officer of a court of law, legally qualified to prosecute and defend actions in such court on
the retainerof clients. "The principal duties of an attorney are (1) to be true to the court and to his client; (2) to
manage the business of his client with care, skill, and integrity; (3) to keep his client informed as to the state of his
business; (4) to keep his secrets confided to him as such. ... His rights are to be justly compensated for his services."
Bouv. Law Dict. tit. "Attorney." The transitive verb "practice," as defined by Webster, means 'to do or perform
frequently, customarily, or habitually; to perform by a succession of acts, as, to practice gaming, ... to carry on in
practice, or repeated action; to apply, as a theory, to real life; to exercise, as a profession, trade, art. etc.; as, to
practice law or medicine,' etc...." (State v. Bryan, S.E. 522, 523; Emphasis supplied)
In this jurisdiction, we have ruled that the practice of law denotes frequency or a succession of acts. Thus, we stated in the case of
People v. Villanueva (14 SCRA 109 [1965]):
xxx xxx xxx
... Practice is more than an isolated appearance, for it consists in frequent or customary actions, a succession of acts of the same kind.
In other words, it is frequent habitual exercise (State v. Cotner, 127, p. 1, 87 Kan. 864, 42 LRA, M.S. 768). Practice of law to fall within
the prohibition of statute has been interpreted as customarily or habitually holding one's self out to the public, as a lawyer and
demanding payment for such services. ... . (at p. 112)

It is to be noted that the Commission on Appointment itself recognizes habituality as a required component of the meaning of practice of
law in a Memorandum prepared and issued by it, to wit:
l. Habituality. The term 'practice of law' implies customarilyor habitually holding one's self out to the public as a lawyer
(People v. Villanueva, 14 SCRA 109 citing State v. Bryan, 4 S.E. 522, 98 N.C. 644) such as when one sends a
circular announcing the establishment of a law office for the general practice of law (U.S. v. Noy Bosque, 8 Phil. 146),
or when one takes the oath of office as a lawyer before a notary public, and files a manifestation with the Supreme
Court informing it of his intention to practice law in all courts in the country (People v. De Luna, 102 Phil. 968).
Practice is more than an isolated appearance, for it consists in frequent or customary action, a succession of acts of
the same kind. In other words, it is a habitual exercise (People v. Villanueva, 14 SCRA 1 09 citing State v. Cotner, 1
27, p. 1, 87 Kan, 864)." (Rollo, p. 115)
xxx xxx xxx
While the career as a businessman of respondent Monsod may have profited from his legal knowledge, the use of such legal
knowledge is incidental and consists of isolated activities which do not fall under the denomination of practice of law. Admission to the
practice of law was not required for membership in the Constitutional Commission or in the Fact-Finding Commission on the 1989 Coup
Attempt. Any specific legal activities which may have been assigned to Mr. Monsod while a member may be likened to isolated
transactions of foreign corporations in the Philippines which do not categorize the foreign corporations as doing business in the
Philippines. As in the practice of law, doing business also should be active and continuous. Isolated business transactions or
occasional, incidental and casual transactions are not within the context of doing business. This was our ruling in the case of Antam
Consolidated, Inc. v. Court of appeals, 143 SCRA 288 [1986]).
Respondent Monsod, corporate executive, civic leader, and member of the Constitutional Commission may possess the background,
competence, integrity, and dedication, to qualify for such high offices as President, Vice-President, Senator, Congressman or Governor
but the Constitution in prescribing the specific qualification of having engaged in the practice of law for at least ten (10) years for the
position of COMELEC Chairman has ordered that he may not be confirmed for that office. The Constitution charges the public
respondents no less than this Court to obey its mandate.
I, therefore, believe that the Commission on Appointments committed grave abuse of discretion in confirming the nomination of
respondent Monsod as Chairman of the COMELEC.
I vote to GRANT the petition.
Bidin, J., dissent

Separate Opinions
NARVASA, J., concurring:
I concur with the decision of the majority written by Mr. Justice Paras, albeit only in the result; it does not appear to me that there has
been an adequate showing that the challenged determination by the Commission on Appointments-that the appointment of respondent
Monsod as Chairman of the Commission on Elections should, on the basis of his stated qualifications and after due assessment
thereof, be confirmed-was attended by error so gross as to amount to grave abuse of discretion and consequently merits nullification by
this Court in accordance with the second paragraph of Section 1, Article VIII of the Constitution. I therefore vote to DENY the petition.
Melencio-Herrera, J., concur.
PADILLA, J., dissenting:
The records of this case will show that when the Court first deliberated on the Petition at bar, I voted not only to require the respondents
to comment on the Petition, but I was the sole vote for the issuance of a temporary restraining order to enjoin respondent Monsod from
assuming the position of COMELEC Chairman, while the Court deliberated on his constitutional qualification for the office. My purpose
in voting for a TRO was to prevent the inconvenience and even embarrassment to all parties concerned were the Court to finally decide
for respondent Monsod's disqualification. Moreover, a reading of the Petition then in relation to established jurisprudence already
showed prima facie that respondent Monsod did not possess the needed qualification, that is, he had not engaged in the practice of law
for at least ten (10) years prior to his appointment as COMELEC Chairman.

After considering carefully respondent Monsod's comment, I am even more convinced that the constitutional requirement of "practice of
law for at least ten (10) years" has not been met.
The procedural barriers interposed by respondents deserve scant consideration because, ultimately, the core issue to be resolved in
this petition is the proper construal of the constitutional provision requiring a majority of the membership of COMELEC, including the
Chairman thereof to "have been engaged in the practice of law for at least ten (10) years." (Art. IX(C), Section 1(1), 1987 Constitution).
Questions involving the construction of constitutional provisions are best left to judicial resolution. As declared in Angara v. Electoral
Commission, (63 Phil. 139) "upon the judicial department is thrown the solemn and inescapable obligation of interpreting the
Constitution and defining constitutional boundaries."
The Constitution has imposed clear and specific standards for a COMELEC Chairman. Among these are that he must have been
"engaged in the practice of law for at least ten (10) years." It is the bounden duty of this Court to ensure that such standard is met and
complied with.
What constitutes practice of law? As commonly understood, "practice" refers to the actual performance or application of knowledge as
distinguished from mere possession of knowledge; it connotes an active, habitual,repeated or customary action. 1 To "practice" law, or
any profession for that matter, means, to exercise or pursue an employment or profession actively, habitually, repeatedly or customarily.
Therefore, a doctor of medicine who is employed and is habitually performing the tasks of a nursing aide, cannot be said to be in the
"practice of medicine." A certified public accountant who works as a clerk, cannot be said to practice his profession as an accountant. In
the same way, a lawyer who is employed as a business executive or a corporate manager, other than as head or attorney of a Legal
Department of a corporation or a governmental agency, cannot be said to be in the practice of law.
As aptly held by this Court in the case of People vs. Villanueva: 2
Practice is more than an isolated appearance for it consists in frequent or customary actions, a succession of acts of
the same kind. In other words, it is frequent habitual exercise (State vs- Cotner, 127, p. 1, 87 Kan. 864, 42 LRA, M.S.
768). Practice of law to fall within the prohibition of statute has been interpreted as customarily or habitually holding
one's self out to the public as a lawyer and demanding payment for such services (State vs. Bryan, 4 S.E. 522, 98
N.C. 644,647.) ... (emphasis supplied).
It is worth mentioning that the respondent Commission on Appointments in a Memorandum it prepared, enumerated several factors
determinative of whether a particular activity constitutes "practice of law." It states:
1. Habituality. The term "practice of law" implies customarily or habitually holding one's self out to the public as a
lawyer (People vs. Villanueva, 14 SCRA 109 citing State v. Boyen, 4 S.E. 522, 98 N.C. 644) such as when one sends
a circular announcing the establishment of a law office for the general practice of law (U.S. v. Ney Bosque, 8 Phil.
146), or when one takes the oath of office as a lawyer before a notary public, and files a manifestation with the
Supreme Court informing it of his intention to practice law in all courts in the country (People v. De Luna, 102 Phil.
968).
Practice is more than an isolated appearance for it consists in frequent or customary action, a succession of acts of
the same kind. In other words, it is a habitual exercise (People v. Villanueva, 14 SCRA 109 citing State v. Cotner, 127,
p. 1, 87 Kan, 864).
2. Compensation. Practice of law implies that one must have presented himself to be in the active and continued
practice of the legal profession and that his professional services are available to the public for compensation, as a
service of his livelihood or in consideration of his said services. (People v. Villanueva, supra). Hence, charging for
services such as preparation of documents involving the use of legal knowledge and skill is within the term "practice
of law" (Ernani Pao, Bar Reviewer in Legal and Judicial Ethics, 1988 ed., p. 8 citing People v. People's Stockyards
State Bank, 176 N.B. 901) and, one who renders an opinion as to the proper interpretation of a statute, and receives
pay for it, is to that extent, practicing law (Martin, supra, p. 806 citing Mendelaun v. Gilbert and Barket Mfg. Co., 290
N.Y.S. 462) If compensation is expected, all advice to clients and all action taken for them in matters connected with
the law; are practicing law. (Elwood Fitchette et al., v. Arthur C. Taylor, 94A-L.R. 356-359)
3. Application of law legal principle practice or procedure which calls for legal knowledge, training and experience is
within the term "practice of law". (Martin supra)
4. Attorney-client relationship. Engaging in the practice of law presupposes the existence of lawyer-client relationship.
Hence, where a lawyer undertakes an activity which requires knowledge of law but involves no attorney-client

relationship, such as teaching law or writing law books or articles, he cannot be said to be engaged in the practice of
his profession or a lawyer (Agpalo, Legal Ethics, 1989 ed., p. 30). 3
The above-enumerated factors would, I believe, be useful aids in determining whether or not respondent Monsod meets the
constitutional qualification of practice of law for at least ten (10) years at the time of his appointment as COMELEC Chairman.
The following relevant questions may be asked:
1. Did respondent Monsod perform any of the tasks which are peculiar to the practice of law?
2. Did respondent perform such tasks customarily or habitually?
3. Assuming that he performed any of such tasks habitually, did he do so HABITUALLY FOR AT LEAST TEN (10) YEARS prior to his
appointment as COMELEC Chairman?
Given the employment or job history of respondent Monsod as appears from the records, I am persuaded that if ever he did perform
any of the tasks which constitute the practice of law, he did not do so HABITUALLY for at least ten (10) years prior to his appointment
as COMELEC Chairman.
While it may be granted that he performed tasks and activities which could be latitudinarianly considered activities peculiar to the
practice of law, like the drafting of legal documents and the rendering of legal opinion or advice, such were isolated transactions or
activities which do not qualify his past endeavors as "practice of law." To become engaged in the practice of law, there must be
a continuity, or a succession of acts. As observed by the Solicitor General in People vs. Villanueva: 4
Essentially, the word private practice of law implies that one must have presented himself to be in
theactive and continued practice of the legal profession and that his professional services are available to the public
for a compensation, as a source of his livelihood or in consideration of his said services.
ACCORDINGLY, my vote is to GRANT the petition and to declare respondent Monsod as not qualified for the position of COMELEC
Chairman for not having engaged in the practice of law for at least ten (10) years prior to his appointment to such position.
CRUZ, J., dissenting:
I am sincerely impressed by the ponencia of my brother Paras but find I must dissent just the same. There are certain points on which I
must differ with him while of course respecting hisviewpoint.
To begin with, I do not think we are inhibited from examining the qualifications of the respondent simply because his nomination has
been confirmed by the Commission on Appointments. In my view, this is not a political question that we are barred from resolving.
Determination of the appointee's credentials is made on the basis of the established facts, not the discretion of that body. Even if it
were, the exercise of that discretion would still be subject to our review.
In Luego, which is cited in the ponencia, what was involved was the discretion of the appointing authority tochoose between two
claimants to the same office who both possessed the required qualifications. It was that kind of discretion that we said could not be
reviewed.
If a person elected by no less than the sovereign people may be ousted by this Court for lack of the required qualifications, I see no
reason why we cannot disqualified an appointee simply because he has passed the Commission on Appointments.
Even the President of the Philippines may be declared ineligible by this Court in an appropriate proceeding notwithstanding that he has
been found acceptable by no less than the enfranchised citizenry. The reason is that what we would be examining is not the wisdom of
his election but whether or not he was qualified to be elected in the first place.
Coming now to the qualifications of the private respondent, I fear that the ponencia may have been too sweeping in its definition of the
phrase "practice of law" as to render the qualification practically toothless. From the numerous activities accepted as embraced in the
term, I have the uncomfortable feeling that one does not even have to be a lawyer to be engaged in the practice of law as long as his
activities involve the application of some law, however peripherally. The stock broker and the insurance adjuster and the realtor could
come under the definition as they deal with or give advice on matters that are likely "to become involved in litigation."
The lawyer is considered engaged in the practice of law even if his main occupation is another business and he interprets and applies
some law only as an incident of such business. That covers every company organized under the Corporation Code and regulated by

the SEC under P.D. 902-A. Considering the ramifications of the modern society, there is hardly any activity that is not affected by some
law or government regulation the businessman must know about and observe. In fact, again going by the definition, a lawyer does not
even have to be part of a business concern to be considered a practitioner. He can be so deemed when, on his own, he rents a house
or buys a car or consults a doctor as these acts involve his knowledge and application of the laws regulating such transactions. If he
operates a public utility vehicle as his main source of livelihood, he would still be deemed engaged in the practice of law because he
must obey the Public Service Act and the rules and regulations of the Energy Regulatory Board.
The ponencia quotes an American decision defining the practice of law as the "performance of any acts . . . in or out of court, commonly
understood to be the practice of law," which tells us absolutely nothing. The decision goes on to say that "because lawyers perform
almost every function known in the commercial and governmental realm, such a definition would obviously be too global to be
workable."
The effect of the definition given in the ponencia is to consider virtually every lawyer to be engaged in the practice of law even if he
does not earn his living, or at least part of it, as a lawyer. It is enough that his activities are incidentally (even if only remotely) connected
with some law, ordinance, or regulation. The possible exception is the lawyer whose income is derived from teaching ballroom dancing
or escorting wrinkled ladies with pubescent pretensions.
The respondent's credentials are impressive, to be sure, but they do not persuade me that he has been engaged in the practice of law
for ten years as required by the Constitution. It is conceded that he has been engaged in business and finance, in which areas he has
distinguished himself, but as an executive and economist and not as a practicing lawyer. The plain fact is that he has occupied the
various positions listed in his resume by virtue of his experience and prestige as a businessman and not as an attorney-at-law whose
principal attention is focused on the law. Even if it be argued that he was acting as a lawyer when he lobbied in Congress for agrarian
and urban reform, served in the NAMFREL and the Constitutional Commission (together with non-lawyers like farmers and priests) and
was a member of the Davide Commission, he has not proved that his activities in these capacities extended over the prescribed 10year period of actual practice of the law. He is doubtless eminently qualified for many other positions worthy of his abundant talents but
not as Chairman of the Commission on Elections.
I have much admiration for respondent Monsod, no less than for Mr. Justice Paras, but I must regretfully vote to grant the petition.
GUTIERREZ, JR., J., dissenting:
When this petition was filed, there was hope that engaging in the practice of law as a qualification for public office would be settled one
way or another in fairly definitive terms. Unfortunately, this was not the result.
Of the fourteen (14) member Court, 5 are of the view that Mr. Christian Monsod engaged in the practice of law (with one of these 5
leaving his vote behind while on official leave but not expressing his clear stand on the matter); 4 categorically stating that he did not
practice law; 2 voting in the result because there was no error so gross as to amount to grave abuse of discretion; one of official leave
with no instructions left behind on how he viewed the issue; and 2 not taking part in the deliberations and the decision.
There are two key factors that make our task difficult. First is our reviewing the work of a constitutional Commission on Appointments
whose duty is precisely to look into the qualifications of persons appointed to high office. Even if the Commission errs, we have no
power to set aside error. We can look only into grave abuse of discretion or whimsically and arbitrariness. Second is our belief that Mr.
Monsod possesses superior qualifications in terms of executive ability, proficiency in management, educational background, experience
in international banking and finance, and instant recognition by the public. His integrity and competence are not questioned by the
petitioner. What is before us is compliance with a specific requirement written into the Constitution.
Inspite of my high regard for Mr. Monsod, I cannot shirk my constitutional duty. He has never engaged in the practice of law for even
one year. He is a member of the bar but to say that he has practiced law is stretching the term beyond rational limits.
A person may have passed the bar examinations. But if he has not dedicated his life to the law, if he has not engaged in an activity
where membership in the bar is a requirement I fail to see how he can claim to have been engaged in the practice of law.
Engaging in the practice of law is a qualification not only for COMELEC chairman but also for appointment to the Supreme Court and all
lower courts. What kind of Judges or Justices will we have if there main occupation is selling real estate, managing a business
corporation, serving in fact-finding committee, working in media, or operating a farm with no active involvement in the law, whether in
Government or private practice, except that in one joyful moment in the distant past, they happened to pass the bar examinations?
The Constitution uses the phrase "engaged in the practice of law for at least ten years." The deliberate choice of words shows that the
practice envisioned is active and regular, not isolated, occasional, accidental, intermittent, incidental, seasonal, or extemporaneous. To
be "engaged" in an activity for ten years requires committed participation in something which is the result of one's decisive choice. It

means that one is occupied and involved in the enterprise; one is obliged or pledged to carry it out with intent and attention during the
ten-year period.
I agree with the petitioner that based on the bio-data submitted by respondent Monsod to the Commission on Appointments, the latter
has not been engaged in the practice of law for at least ten years. In fact, if appears that Mr. Monsod has never practiced law except for
an alleged one year period after passing the bar examinations when he worked in his father's law firm. Even then his law practice must
have been extremely limited because he was also working for M.A. and Ph. D. degrees in Economics at the University of Pennsylvania
during that period. How could he practice law in the United States while not a member of the Bar there?
The professional life of the respondent follows:
1.15.1. Respondent Monsod's activities since his passing the Bar examinations in 1961 consist of the following:
1. 1961-1963: M.A. in Economics (Ph. D. candidate), University of Pennsylvania
2. 1963-1970: World Bank Group Economist, Industry Department; Operations, Latin American Department;
Division Chief, South Asia and Middle East, International Finance Corporation
3. 1970-1973: Meralco Group Executive of various companies, i.e., Meralco Securities Corporation, Philippine
Petroleum Corporation, Philippine Electric Corporation
4. 1973-1976: Yujuico Group President, Fil-Capital Development Corporation and affiliated companies
5. 1976-1978: Finaciera Manila Chief Executive Officer
6. 1978-1986: Guevent Group of Companies Chief Executive Officer
7. 1986-1987: Philippine Constitutional Commission Member
8. 1989-1991: The Fact-Finding Commission on the December 1989 Coup Attempt Member
9. Presently: Chairman of the Board and Chief Executive Officer of the following companies:
a. ACE Container Philippines, Inc.
b. Dataprep, Philippines
c. Philippine SUNsystems Products, Inc.
d. Semirara Coal Corporation
e. CBL Timber Corporation
Member of the Board of the Following:
a. Engineering Construction Corporation of the Philippines
b. First Philippine Energy Corporation
c. First Philippine Holdings Corporation
d. First Philippine Industrial Corporation
e. Graphic Atelier
f. Manila Electric Company
g. Philippine Commercial Capital, Inc.

h. Philippine Electric Corporation

i. Tarlac Reforestation and Environment Enterprises
j. Tolong Aquaculture Corporation
k. Visayan Aquaculture Corporation
l. Guimaras Aquaculture Corporation (Rollo, pp. 21-22)
There is nothing in the above bio-data which even remotely indicates that respondent Monsod has given the lawenough attention or a
certain degree of commitment and participation as would support in all sincerity and candor the claim of having engaged in its practice
for at least ten years. Instead of working as a lawyer, he has lawyers working for him. Instead of giving receiving that legal advice of
legal services, he was the oneadvice and those services as an executive but not as a lawyer.
The deliberations before the Commission on Appointments show an effort to equate "engaged in the practice of law" with the use of
legal knowledge in various fields of endeavor such as commerce, industry, civic work, blue ribbon investigations, agrarian reform, etc.
where such knowledge would be helpful.
I regret that I cannot join in playing fast and loose with a term, which even an ordinary layman accepts as having a familiar and
customary well-defined meaning. Every resident of this country who has reached the age of discernment has to know, follow, or apply
the law at various times in his life. Legal knowledge is useful if not necessary for the business executive, legislator, mayor, barangay
captain, teacher, policeman, farmer, fisherman, market vendor, and student to name only a few. And yet, can these people honestly
assert that as such, they are engaged in the practice of law?
The Constitution requires having been "engaged in the practice of law for at least ten years." It is not satisfied with having been "a
member of the Philippine bar for at least ten years."
Some American courts have defined the practice of law, as follows:
The practice of law involves not only appearance in court in connection with litigation but also services rendered out
of court, and it includes the giving of advice or the rendering of any services requiring the use of legal skill or
knowledge, such as preparing a will, contract or other instrument, the legal effect of which, under the facts and
conditions involved, must be carefully determined.People ex rel. Chicago Bar Ass'n v. Tinkoff, 399 Ill. 282, 77 N.E.2d
693; People ex rel. Illinois State Bar Ass'n v. People's Stock Yards State Bank, 344 Ill. 462,176 N.E. 901, and cases
cited.
It would be difficult, if not impossible to lay down a formula or definition of what constitutes the practice of law.
"Practicing law" has been defined as "Practicing as an attorney or counselor at law according to the laws and
customs of our courts, is the giving of advice or rendition of any sort of service by any person, firm or corporation
when the giving of such advice or rendition of such service requires the use of any degree of legal knowledge or
skill." Without adopting that definition, we referred to it as being substantially correct in People ex rel. Illinois State
Bar Ass'n v. People's Stock Yards State Bank, 344 Ill. 462,176 N.E. 901. (People v. Schafer, 87 N.E. 2d 773, 776)
For one's actions to come within the purview of practice of law they should not only be activities peculiar to the work of a lawyer, they
should also be performed, habitually, frequently or customarily, to wit:
xxx xxx xxx
Respondent's answers to questions propounded to him were rather evasive. He was asked whether or not he ever
prepared contracts for the parties in real-estate transactions where he was not the procuring agent. He answered:
"Very seldom." In answer to the question as to how many times he had prepared contracts for the parties during the
twenty-one years of his business, he said: "I have no Idea." When asked if it would be more than half a dozen times
his answer was I suppose. Asked if he did not recall making the statement to several parties that he had prepared
contracts in a large number of instances, he answered: "I don't recall exactly what was said." When asked if he did
not remember saying that he had made a practice of preparing deeds, mortgages and contracts and charging a fee to
the parties therefor in instances where he was not the broker in the deal, he answered: "Well, I don't believe so, that
is not a practice." Pressed further for an answer as to his practice in preparing contracts and deeds for parties where
he was not the broker, he finally answered: "I have done about everything that is on the books as far as real estate is
concerned."

xxx xxx xxx

Respondent takes the position that because he is a real-estate broker he has a lawful right to do any legal work in
connection with real-estate transactions, especially in drawing of real-estate contracts, deeds, mortgages, notes and
the like. There is no doubt but that he has engaged in these practices over the years and has charged for his services
in that connection. ... (People v. Schafer, 87 N.E. 2d 773)
xxx xxx xxx
... An attorney, in the most general sense, is a person designated or employed by another to act in his stead; an
agent; more especially, one of a class of persons authorized to appear and act for suitors or defendants in legal
proceedings. Strictly, these professional persons are attorneys at law, and non-professional agents are properly
styled "attorney's in fact;" but the single word is much used as meaning an attorney at law. A person may be an
attorney in facto for another, without being an attorney at law. Abb. Law Dict. "Attorney." A public attorney, or attorney
at law, says Webster, is an officer of a court of law, legally qualified to prosecute and defend actions in such court on
the retainerof clients. "The principal duties of an attorney are (1) to be true to the court and to his client; (2) to
manage the business of his client with care, skill, and integrity; (3) to keep his client informed as to the state of his
business; (4) to keep his secrets confided to him as such. ... His rights are to be justly compensated for his services."
Bouv. Law Dict. tit. "Attorney." The transitive verb "practice," as defined by Webster, means 'to do or perform
frequently, customarily, or habitually; to perform by a succession of acts, as, to practice gaming, ... to carry on in
practice, or repeated action; to apply, as a theory, to real life; to exercise, as a profession, trade, art. etc.; as, to
practice law or medicine,' etc...." (State v. Bryan, S.E. 522, 523; Emphasis supplied)
In this jurisdiction, we have ruled that the practice of law denotes frequency or a succession of acts. Thus, we stated in the case of
People v. Villanueva (14 SCRA 109 [1965]):
xxx xxx xxx
... Practice is more than an isolated appearance, for it consists in frequent or customary actions, a succession of acts of the same kind.
In other words, it is frequent habitual exercise (State v. Cotner, 127, p. 1, 87 Kan. 864, 42 LRA, M.S. 768). Practice of law to fall within
the prohibition of statute has been interpreted as customarily or habitually holding one's self out to the public, as a lawyer and
demanding payment for such services. ... . (at p. 112)
It is to be noted that the Commission on Appointment itself recognizes habituality as a required component of the meaning of practice of
law in a Memorandum prepared and issued by it, to wit:
l. Habituality. The term 'practice of law' implies customarilyor habitually holding one's self out to the public as a lawyer
(People v. Villanueva, 14 SCRA 109 citing State v. Bryan, 4 S.E. 522, 98 N.C. 644) such as when one sends a
circular announcing the establishment of a law office for the general practice of law (U.S. v. Noy Bosque, 8 Phil. 146),
or when one takes the oath of office as a lawyer before a notary public, and files a manifestation with the Supreme
Court informing it of his intention to practice law in all courts in the country (People v. De Luna, 102 Phil. 968).
Practice is more than an isolated appearance, for it consists in frequent or customary action, a succession of acts of
the same kind. In other words, it is a habitual exercise (People v. Villanueva, 14 SCRA 1 09 citing State v. Cotner, 1
27, p. 1, 87 Kan, 864)." (Rollo, p. 115)
xxx xxx xxx
While the career as a businessman of respondent Monsod may have profited from his legal knowledge, the use of such legal
knowledge is incidental and consists of isolated activities which do not fall under the denomination of practice of law. Admission to the
practice of law was not required for membership in the Constitutional Commission or in the Fact-Finding Commission on the 1989 Coup
Attempt. Any specific legal activities which may have been assigned to Mr. Monsod while a member may be likened to isolated
transactions of foreign corporations in the Philippines which do not categorize the foreign corporations as doing business in the
Philippines. As in the practice of law, doing business also should be active and continuous. Isolated business transactions or
occasional, incidental and casual transactions are not within the context of doing business. This was our ruling in the case of Antam
Consolidated, Inc. v. Court of appeals, 143 SCRA 288 [1986]).
Respondent Monsod, corporate executive, civic leader, and member of the Constitutional Commission may possess the background,
competence, integrity, and dedication, to qualify for such high offices as President, Vice-President, Senator, Congressman or Governor
but the Constitution in prescribing the specific qualification of having engaged in the practice of law for at least ten (10) years for the

position of COMELEC Chairman has ordered that he may not be confirmed for that office. The Constitution charges the public
respondents no less than this Court to obey its mandate.
I, therefore, believe that the Commission on Appointments committed grave abuse of discretion in confirming the nomination of
respondent Monsod as Chairman of the COMELEC.
I vote to GRANT the petition.

G.R. No. 105938 September 20, 1996

TEODORO R. REGALA, EDGARDO J. ANGARA, AVELINO V. CRUZ, JOSE C. CONCEPCION, ROGELIO A. VINLUAN, VICTOR P.
LAZATIN and EDUARDO U. ESCUETA, petitioners,
vs.
THE HONORABLE SANDIGANBAYAN, First Division, REPUBLIC OF THE PHILIPPINES, ACTING THROUGH THE
PRESIDENTIAL COMMISSION ON GOOD GOVERNMENT, and RAUL S. ROCO, respondents.
G.R. No. 108113 September 20, 1996
PARAJA G. HAYUDINI, petitioner,
vs.
THE SANDIGANBAYAN and THE REPUBLIC OF THE PHILIPPINES, respondents.

KAPUNAN, J.:
These case touch the very cornerstone of every State's judicial system, upon which the workings of the contentious and adversarial
system in the Philippine legal process are based the sanctity of fiduciary duty in the client-lawyer relationship. The fiduciary duty of a
counsel and advocate is also what makes the law profession a unique position of trust and confidence, which distinguishes it from any
other calling. In this instance, we have no recourse but to uphold and strengthen the mantle of protection accorded to the confidentiality
that proceeds from the performance of the lawyer's duty to his client.
The facts of the case are undisputed.
The matters raised herein are an offshoot of the institution of the Complaint on July 31, 1987 before the Sandiganbayan by the Republic
of the Philippines, through the Presidential Commission on Good Government against Eduardo M. Cojuangco, Jr., as one of the
principal defendants, for the recovery of alleged ill-gotten wealth, which includes shares of stocks in the named corporations in PCGG
Case No. 33 (Civil Case No. 0033), entitled "Republic of the Philippines versus Eduardo Cojuangco, et al." 1
Among the dependants named in the case are herein petitioners Teodoro Regala, Edgardo J. Angara, Avelino V. Cruz, Jose C.
Concepcion, Rogelio A. Vinluan, Victor P. Lazatin, Eduardo U. Escueta and Paraja G. Hayudini, and herein private respondent Raul S.
Roco, who all were then partners of the law firm Angara, Abello, Concepcion, Regala and Cruz Law Offices (hereinafter referred to as
the ACCRA Law Firm). ACCRA Law Firm performed legal services for its clients, which included, among others, the organization and
acquisition of business associations and/or organizations, with the correlative and incidental services where its members acted as
incorporators, or simply, as stockholders. More specifically, in the performance of these services, the members of the law firm delivered
to its client documents which substantiate the client's equity holdings, i.e., stock certificates endorsed in blank representing the shares
registered in the client's name, and a blank deed of trust or assignment covering said shares. In the course of their dealings with their
clients, the members of the law firm acquire information relative to the assets of clients as well as their personal and business
circumstances. As members of the ACCRA Law Firm, petitioners and private respondent Raul Roco admit that they assisted in the
organization and acquisition of the companies included in Civil Case No. 0033, and in keeping with the office practice, ACCRA lawyers
acted as nominees-stockholders of the said corporations involved in sequestration proceedings. 2
On August 20, 1991, respondent Presidential Commission on Good Government (hereinafter referred to as respondent PCGG) filed a
"Motion to Admit Third Amended Complaint" and "Third Amended Complaint" which excluded private respondent Raul S. Roco from the
complaint in PCGG Case No. 33 as party-defendant. 3Respondent PCGG based its exclusion of private respondent Roco as partydefendant on his undertaking that he will reveal the identity of the principal/s for whom he acted as nominee/stockholder in the
companies involved in PCGG Case No. 33. 4
Petitioners were included in the Third Amended Complaint on the strength of the following allegations:

14. Defendants Eduardo Cojuangco, Jr., Edgardo J. Angara, Jose C. Concepcion, Teodoro Regala, Avelino V. Cruz,
Rogelio A. Vinluan, Eduardo U. Escueta, Paraja G. Hayudini and Raul Roco of the Angara Concepcion Cruz Regala
and Abello law offices (ACCRA) plotted, devised, schemed conspired and confederated with each other in setting up,
through the use of the coconut levy funds, the financial and corporate framework and structures that led to the
establishment of UCPB, UNICOM, COCOLIFE, COCOMARK, CIC, and more than twenty other coconut levy funded
corporations, including the acquisition of San Miguel Corporation shares and its institutionalization through
presidential directives of the coconut monopoly. Through insidious means and machinations, ACCRA, being the
wholly-owned investment arm, ACCRA Investments Corporation, became the holder of approximately fifteen million
shares representing roughly 3.3% of the total outstanding capital stock of UCPB as of 31 March 1987. This ranks
ACCRA Investments Corporation number 44 among the top 100 biggest stockholders of UCPB which has
approximately 1,400,000 shareholders. On the other hand, corporate books show the name Edgardo J. Angara as
holding approximately3,744 shares as of February, 1984. 5
In their answer to the Expanded Amended Complaint, petitioners ACCRA lawyers alleged that:
4.4 Defendants-ACCRA lawyers' participation in the acts with which their codefendants are charged, was in
furtherance of legitimate lawyering.
4.4.1 In the course of rendering professional and legal services to clients, defendants-ACCRA
lawyers, Jose C. Concepcion, Teodoro D. Regala, Rogelio A. Vinluan and Eduardo U. Escueta,
became holders of shares of stock in the corporations listed under their respective names in Annex
"A" of the expanded Amended Complaint as incorporating or acquiring stockholders only and, as
such, they do not claim any proprietary interest in the said shares of stock.
4.5 Defendant ACCRA-lawyer Avelino V. Cruz was one of the incorporators in 1976 of Mermaid Marketing
Corporation, which was organized for legitimate business purposes not related to the allegations of the expanded
Amended Complaint. However, he has long ago transferred any material interest therein and therefore denies that
the "shares" appearing in his name in Annex "A" of the expanded Amended Complaint are his assets. 6
Petitioner Paraja Hayudini, who had separated from ACCRA law firm, filed a separate answer denying the allegations in the complaint
implicating him in the alleged ill-gotten wealth. 7
Petitioners ACCRA lawyers subsequently filed their "COMMENT AND/OR OPPOSITION" dated October 8, 1991 with Counter-Motion
that respondent PCGG similarly grant the same treatment to them (exclusion as parties-defendants) as accorded private respondent
Roco. 8 The Counter-Motion for dropping petitioners from the complaint was duly set for hearing on October 18, 1991 in accordance
with the requirements of Rule 15 of the Rules of Court.
In its "Comment," respondent PCGG set the following conditions precedent for the exclusion of petitioners, namely: (a) the disclosure of
the identity of its clients; (b) submission of documents substantiating the lawyer-client relationship; and (c) the submission of the deeds
of assignments petitioners executed in favor of its client covering their respective
shareholdings. 9
Consequently, respondent PCGG presented supposed proof to substantiate compliance by private respondent Roco of the conditions
precedent to warrant the latter's exclusion as party-defendant in PCGG Case No. 33, to wit: (a) Letter to respondent PCGG of the
counsel of respondent Roco dated May 24, 1989 reiterating a previous request for reinvestigation by the PCGG in PCGG Case No. 33;
(b) Affidavit dated March 8, 1989 executed by private respondent Roco as Attachment to the letter aforestated in (a); and (c) Letter of
the Roco, Bunag, and Kapunan Law Offices dated September 21, 1988 to the respondent PCGG in behalf of private respondent Roco
originally requesting the reinvestigation and/or re-examination of the evidence of the PCGG against Roco in its Complaint in PCGG
Case No. 33. 10
It is noteworthy that during said proceedings, private respondent Roco did not refute petitioners' contention that he did actually not
reveal the identity of the client involved in PCGG Case No. 33, nor had he undertaken to reveal the identity of the client for whom he
acted as nominee-stockholder. 11
On March 18, 1992, respondent Sandiganbayan promulgated the Resolution, herein questioned, denying the exclusion of petitioners in
PCGG Case No. 33, for their refusal to comply with the conditions required by respondent PCGG. It held:
xxx xxx xxx
ACCRA lawyers may take the heroic stance of not revealing the identity of the client for whom they have acted, i.e.
their principal, and that will be their choice. But until they do identify their clients, considerations of whether or not the
privilege claimed by the ACCRA lawyers exists cannot even begin to be debated. The ACCRA lawyers cannot excuse
themselves from the consequences of their acts until they have begun to establish the basis for recognizing the
privilege; the existence andidentity of the client.

This is what appears to be the cause for which they have been impleaded by the PCGG as defendants herein.
5. The PCGG is satisfied that defendant Roco has demonstrated his agency and that Roco has apparently identified
his principal, which revelation could show the lack of cause against him. This in turn has allowed the PCGG to
exercise its power both under the rules of Agency and under Section 5 of E.O. No. 14-A in relation to the Supreme
Court's ruling in Republic v. Sandiganbayan (173 SCRA 72).
The PCGG has apparently offered to the ACCRA lawyers the same conditions availed of by Roco; full disclosure in
exchange for exclusion from these proceedings (par. 7, PCGG's COMMENT dated November 4, 1991). The ACCRA
lawyers have preferred not to make the disclosures required by the PCGG.
The ACCRA lawyers cannot, therefore, begrudge the PCGG for keeping them as party defendants. In the same vein,
they cannot compel the PCGG to be accorded the same treatment accorded to Roco.
Neither can this Court.
WHEREFORE, the Counter Motion dated October 8, 1991 filed by the ACCRA lawyers and joined in by Atty. Paraja
G. Hayudini for the same treatment by the PCGG as accorded to Raul S. Roco is DENIED for lack of merit. 12
ACCRA lawyers moved for a reconsideration of the above resolution but the same was denied by the respondent Sandiganbayan.
Hence, the ACCRA lawyers filed the petition for certiorari, docketed as G.R. No. 105938, invoking the following grounds:
I
The Honorable Sandiganbayan gravely abused its discretion in subjecting petitioners ACCRA lawyers who
undisputably acted as lawyers in serving as nominee-stockholders, to the strict application of the law of agency.
II
The Honorable Sandiganbayan committed grave abuse of discretion in not considering petitioners ACCRA lawyers
and Mr. Roco as similarly situated and, therefore, deserving of equal treatment.
1. There is absolutely no evidence that Mr. Roco had revealed, or had undertaken to reveal, the
identities of the client(s) for whom he acted as nominee-stockholder.
2. Even assuming that Mr. Roco had revealed, or had undertaken to reveal, the identities of the
client(s), the disclosure does not constitute a substantial distinction as would make the
classification reasonable under the equal protection clause.
3. Respondent Sandiganbayan sanctioned favoritism and undue preference in favor of Mr. Roco in
violation of the equal protection clause.
III
The Honorable Sandiganbayan committed grave abuse of discretion in not holding that, under the facts of this case,
the attorney-client privilege prohibits petitioners ACCRA lawyers from revealing the identity of their client(s) and the
other information requested by the PCGG.
1. Under the peculiar facts of this case, the attorney-client privilege includes the identity of the
client(s).
2. The factual disclosures required by the PCGG are not limited to the identity of petitioners ACCRA
lawyers' alleged client(s) but extend to other privileged matters.
IV
The Honorable Sandiganbayan committed grave abuse of discretion in not requiring that the dropping of partydefendants by the PCGG must be based on reasonable and just grounds and with due consideration to the
constitutional right of petitioners ACCRA lawyers to the equal protection of the law.

Petitioner Paraja G. Hayudini, likewise, filed his own motion for reconsideration of the March 18, 1991 resolution which was denied by
respondent Sandiganbayan. Thus, he filed a separate petition for certiorari, docketed as G.R. No. 108113, assailing respondent
Sandiganbayan's resolution on essentially the same grounds averred by petitioners in G.R. No. 105938.
Petitioners contend that the exclusion of respondent Roco as party-defendant in PCGG Case No. 33 grants him a favorable treatment,
on the pretext of his alleged undertaking to divulge the identity of his client, giving him an advantage over them who are in the same
footing as partners in the ACCRA law firm. Petitioners further argue that even granting that such an undertaking has been assumed by
private respondent Roco, they are prohibited from revealing the identity of their principal under their sworn mandate and fiduciary duty
as lawyers to uphold at all times the confidentiality of information obtained during such lawyer-client relationship.
Respondent PCGG, through its counsel, refutes petitioners' contention, alleging that the revelation of the identity of the client is not
within the ambit of the lawyer-client confidentiality privilege, nor are the documents it required (deeds of assignment) protected,
because they are evidence of nominee status. 13
In his comment, respondent Roco asseverates that respondent PCGG acted correctly in excluding him as party-defendant because he
"(Roco) has not filed an Answer. PCGG had therefore the right to dismiss Civil Case No.0033 as to Roco 'without an order of court by
filing a notice of dismissal'," 14 and he has undertaken to identify his principal. 15
Petitioners' contentions are impressed with merit.
I
It is quite apparent that petitioners were impleaded by the PCGG as co-defendants to force them to disclose the identity of their clients.
Clearly, respondent PCGG is not after petitioners but the "bigger fish" as they say in street parlance. This ploy is quite clear from the
PCGG's willingness to cut a deal with petitioners the names of their clients in exchange for exclusion from the complaint. The
statement of the Sandiganbayan in its questioned resolution dated March 18, 1992 is explicit:
ACCRA lawyers may take the heroic stance of not revealing the identity of the client for whom they have acted, i.e,
their principal, and that will be their choice. But until they do identify their clients, considerations of whether or not the
privilege claimed by the ACCRA lawyers exists cannot even begin to be debated. The ACCRA lawyers cannot excuse
themselves from the consequences of their acts until they have begun to establish the basis for recognizing the
privilege; the existence and identity of the client.
This is what appears to be the cause for which they have been impleaded by the PCGG as defendants herein.
(Emphasis ours)
In a closely related case, Civil Case No. 0110 of the Sandiganbayan, Third Division, entitled "Primavera Farms, Inc., et al. vs.
Presidential Commission on Good Government" respondent PCGG, through counsel Mario Ongkiko, manifested at the hearing on
December 5, 1991 that the PCGG wanted to establish through the ACCRA that their "so called client is Mr. Eduardo Cojuangco;" that "it
was Mr. Eduardo Cojuangco who furnished all the monies to those subscription payments in corporations included in Annex "A" of the
Third Amended Complaint; that the ACCRA lawyers executed deeds of trust and deeds of assignment, some in the name of particular
persons; some in blank.
We quote Atty. Ongkiko:
ATTY. ONGKIKO:
With the permission of this Hon. Court. I propose to establish through these ACCRA lawyers that, one, their so-called
client is Mr. Eduardo Cojuangco. Second, it was Mr. Eduardo Cojuangco who furnished all the monies to these
subscription payments of these corporations who are now the petitioners in this case. Third, that these lawyers
executed deeds of trust, some in the name of a particular person, some in blank. Now, these blank deeds are
important to our claim that some of the shares are actually being held by the nominees for the late President Marcos.
Fourth, they also executed deeds of assignment and some of these assignments have also blank assignees. Again,
this is important to our claim that some of the shares are for Mr. Conjuangco and some are for Mr. Marcos. Fifth, that
most of thes e corporations are really just paper corporations. Why do we say that? One: There are no really fixed
sets of officers, no fixed sets of directors at the time of incorporation and even up to 1986, which is the crucial year.
And not only that, they have no permits from the municipal authorities in Makati. Next, actually all their addresses
now are care of Villareal Law Office. They really have no address on records. These are some of the principal things
that we would ask of these nominees stockholders, as they called themselves. 16
It would seem that petitioners are merely standing in for their clients as defendants in the complaint. Petitioners are being prosecuted
solely on the basis of activities and services performed in the course of their duties as lawyers. Quite obviously, petitioners' inclusion as
co-defendants in the complaint is merely being used as leverage to compel them to name their clients and consequently to enable the

PCGG to nail these clients. Such being the case, respondent PCGG has no valid cause of action as against petitioners and should
exclude them from the Third Amended Complaint.
II
The nature of lawyer-client relationship is premised on the Roman Law concepts of locatio conductio operarum(contract of lease of
services) where one person lets his services and another hires them without reference to the object of which the services are to be
performed, wherein lawyers' services may be compensated by honorariumor for hire, 17 and mandato (contract of agency) wherein a
friend on whom reliance could be placed makes a contract in his name, but gives up all that he gained by the contract to the person
who requested him. 18 But the lawyer-client relationship is more than that of the principal-agent and lessor-lessee.
In modern day perception of the lawyer-client relationship, an attorney is more than a mere agent or servant, because he possesses
special powers of trust and confidence reposed on him by his client. 19 A lawyer is also as independent as the judge of the court, thus
his powers are entirely different from and superior to those of an ordinary agent.20 Moreover, an attorney also occupies what may be
considered as a "quasi-judicial office" since he is in fact an officer of the Court 21 and exercises his judgment in the choice of courses of
action to be taken favorable to his client.
Thus, in the creation of lawyer-client relationship, there are rules, ethical conduct and duties that breathe life into it, among those, the
fiduciary duty to his client which is of a very delicate, exacting and confidential character, requiring a very high degree of fidelity and
good faith, 22 that is required by reason of necessity and public interest 23based on the hypothesis that abstinence from seeking legal
advice in a good cause is an evil which is fatal to the administration of justice. 24
It is also the strict sense of fidelity of a lawyer to his client that distinguishes him from any other professional in
society. This conception is entrenched and embodies centuries of established and stable tradition. 25 In Stockton
v. Ford, 26 the U. S. Supreme Court held:
There are few of the business relations of life involving a higher trust and confidence than that of attorney and client,
or generally speaking, one more honorably and faithfully discharged; few more anxiously guarded by the law, or
governed by the sterner principles of morality and justice; and it is the duty of the court to administer them in a
corresponding spirit, and to be watchful and industrious, to see that confidence thus reposed shall not be used to the
detriment or prejudice of the rights of the party bestowing it. 27
In our jurisdiction, this privilege takes off from the old Code of Civil Procedure enacted by the Philippine Commission on August 7, 1901.
Section 383 of the Code specifically "forbids counsel, without authority of his client to reveal any communication made by the client to
him or his advice given thereon in the course of professional employment." 28 Passed on into various provisions of the Rules of Court,
the attorney-client privilege, as currently worded provides:
Sec. 24. Disqualification by reason of privileged communication. The following persons cannot testify as to matters
learned in confidence in the following cases:
xxx xxx xxx
An attorney cannot, without the consent of his client, be examined as to any communication made by the client to
him, or his advice given thereon in the course of, or with a view to, professional employment, can an attorney's
secretary, stenographer, or clerk be examined, without the consent of the client and his employer, concerning any fact
the knowledge of which has been acquired in such capacity. 29
Further, Rule 138 of the Rules of Court states:
Sec. 20. It is the duty of an attorney: (e) to maintain inviolate the confidence, and at every peril to himself, to preserve
the secrets of his client, and to accept no compensation in connection with his client's business except from him or
with his knowledge and approval.
This duty is explicitly mandated in Canon 17 of the Code of Professional Responsibility which provides that:
Canon 17. A lawyer owes fidelity to the cause of his client and he shall be mindful of the trust and confidence reposed
in him.
Canon 15 of the Canons of Professional Ethics also demands a lawyer's fidelity to client:
The lawyers owes "entire devotion to the interest of the client, warm zeal in the maintenance and defense of his rights
and the exertion of his utmost learning and ability," to the end that nothing be taken or be withheld from him, save by
the rules of law, legally applied. No fear of judicial disfavor or public popularity should restrain him from the full

discharge of his duty. In the judicial forum the client is entitled to the benefit of any and every remedy and defense
that is authorized by the law of the land, and he may expect his lawyer to assert every such remedy or defense. But it
is steadfastly to be borne in mind that the great trust of the lawyer is to be performed within and not without the
bounds of the law. The office of attorney does not permit, much less does it demand of him for any client, violation of
law or any manner of fraud or chicanery. He must obey his own conscience and not that of his client.
Considerations favoring confidentially in lawyer-client relationships are many and serve several constitutional and policy concerns. In
the constitutional sphere, the privilege gives flesh to one of the most sacrosanct rights available to the accused, the right to counsel. If a
client were made to choose between legal representation without effective communication and disclosure and legal representation with
all his secrets revealed then he might be compelled, in some instances, to either opt to stay away from the judicial system or to lose the
right to counsel. If the price of disclosure is too high, or if it amounts to self incrimination, then the flow of information would be curtailed
thereby rendering the right practically nugatory. The threat this represents against another sacrosanct individual right, the right to be
presumed innocent is at once self-evident.
Encouraging full disclosure to a lawyer by one seeking legal services opens the door to a whole spectrum of legal options which would
otherwise be circumscribed by limited information engendered by a fear of disclosure. An effective lawyer-client relationship is largely
dependent upon the degree of confidence which exists between lawyer and client which in turn requires a situation which encourages a
dynamic and fruitful exchange and flow of information. It necessarily follows that in order to attain effective representation, the lawyer
must invoke the privilege not as a matter of option but as a matter of duty and professional responsibility.
The question now arises whether or not this duty may be asserted in refusing to disclose the name of petitioners' client(s) in the case at
bar. Under the facts and circumstances obtaining in the instant case, the answer must be in the affirmative.
As a matter of public policy, a client's identity should not be shrouded in mystery 30 Under this premise, the general rule in our
jurisdiction as well as in the United States is that a lawyer may not invoke the privilege and refuse to divulge the name or identity of this
client. 31
The reasons advanced for the general rule are well established.
First, the court has a right to know that the client whose privileged information is sought to be protected is flesh and blood.
Second, the privilege begins to exist only after the attorney-client relationship has been established. The attorney-client privilege does
not attach until there is a client.
Third, the privilege generally pertains to the subject matter of the relationship.
Finally, due process considerations require that the opposing party should, as a general rule, know his adversary. "A party suing or sued
is entitled to know who his opponent is." 32 He cannot be obliged to grope in the dark against unknown forces. 33
Notwithstanding these considerations, the general rule is however qualified by some important exceptions.
1) Client identity is privileged where a strong probability exists that revealing the client's name would implicate that client in the very
activity for which he sought the lawyer's advice.
In Ex-Parte Enzor, 34 a state supreme court reversed a lower court order requiring a lawyer to divulge the name of her client on the
ground that the subject matter of the relationship was so closely related to the issue of the client's identity that the privilege actually
attached to both. In Enzor, the unidentified client, an election official, informed his attorney in confidence that he had been offered a
bribe to violate election laws or that he had accepted a bribe to that end. In her testimony, the attorney revealed that she had advised
her client to count the votes correctly, but averred that she could not remember whether her client had been, in fact, bribed. The lawyer
was cited for contempt for her refusal to reveal his client's identity before a grand jury. Reversing the lower court's contempt orders, the
state supreme court held that under the circumstances of the case, and under the exceptions described above, even the name of the
client was privileged.
U .S. v. Hodge and Zweig, 35 involved the same exception, i.e. that client identity is privileged in those instances where a strong
probability exists that the disclosure of the client's identity would implicate the client in the very criminal activity for which the lawyer's
legal advice was obtained.
The Hodge case involved federal grand jury proceedings inquiring into the activities of the "Sandino Gang," a gang involved in the
illegal importation of drugs in the United States. The respondents, law partners, represented key witnesses and suspects including the
leader of the gang, Joe Sandino.
In connection with a tax investigation in November of 1973, the IRS issued summons to Hodge and Zweig, requiring them to produce
documents and information regarding payment received by Sandino on behalf of any other person, and vice versa. The lawyers refused

to divulge the names. The Ninth Circuit of the United States Court of Appeals, upholding non-disclosure under the facts and
circumstances of the case, held:
A client's identity and the nature of that client's fee arrangements may be privileged where the person invoking the
privilege can show that a strong probability exists that disclosure of such information would implicate that client in the
very criminal activity for which legal advice was soughtBaird v. Koerner, 279 F. 2d at 680. While in Baird Owe
enunciated this rule as a matter of California law, the rule also reflects federal law. Appellants contend that
the Baird exception applies to this case.
The Baird exception is entirely consonant with the principal policy behind the attorney-client privilege. "In order to
promote freedom of consultation of legal advisors by clients, the apprehension of compelled disclosure from the legal
advisors must be removed; hence, the law must prohibit such disclosure except on the client's consent." 8 J.
Wigmore, supra sec. 2291, at 545. In furtherance of this policy, the client's identity and the nature of his fee
arrangements are, in exceptional cases, protected as confidential communications. 36
2) Where disclosure would open the client to civil liability; his identity is privileged. For instance, the peculiar facts and circumstances
of Neugass v. Terminal Cab Corporation, 37 prompted the New York Supreme Court to allow a lawyer's claim to the effect that he could
not reveal the name of his client because this would expose the latter to civil litigation.
In the said case, Neugass, the plaintiff, suffered injury when the taxicab she was riding, owned by respondent corporation, collided with
a second taxicab, whose owner was unknown. Plaintiff brought action both against defendant corporation and the owner of the second
cab, identified in the information only as John Doe. It turned out that when the attorney of defendant corporation appeared on
preliminary examination, the fact was somehow revealed that the lawyer came to know the name of the owner of the second cab when
a man, a client of the insurance company, prior to the institution of legal action, came to him and reported that he was involved in a car
accident. It was apparent under the circumstances that the man was the owner of the second cab. The state supreme court held that
the reports were clearly made to the lawyer in his professional capacity. The court said:
That his employment came about through the fact that the insurance company had hired him to defend its
policyholders seems immaterial. The attorney is such cases is clearly the attorney for the policyholder when the
policyholder goes to him to report an occurrence contemplating that it would be used in an action or claim against
him. 38
xxx xxx xxx
All communications made by a client to his counsel, for the purpose of professional advice or assistance, are
privileged, whether they relate to a suit pending or contemplated, or to any other matter proper for such advice or aid;
. . . And whenever the communication made, relates to a matter so connected with the employment as attorney or
counsel as to afford presumption that it was the ground of the address by the client, then it is privileged from
disclosure. . .
It appears . . . that the name and address of the owner of the second cab came to the attorney in this case as a
confidential communication. His client is not seeking to use the courts, and his address cannot be disclosed on that
theory, nor is the present action pending against him as service of the summons on him has not been effected. The
objections on which the court reserved decision are sustained. 39
In the case of Matter of Shawmut Mining Company, 40 the lawyer involved was required by a lower court to disclose whether he
represented certain clients in a certain transaction. The purpose of the court's request was to determine whether the unnamed persons
as interested parties were connected with the purchase of properties involved in the action. The lawyer refused and brought the
question to the State Supreme Court. Upholding the lawyer's refusal to divulge the names of his clients the court held:
If it can compel the witness to state, as directed by the order appealed from, that he represented certain persons in
the purchase or sale of these mines, it has made progress in establishing by such evidence their version of the
litigation. As already suggested, such testimony by the witness would compel him to disclose not only that he was
attorney for certain people, but that, as the result of communications made to him in the course of such employment
as such attorney, he knew that they were interested in certain transactions. We feel sure that under such conditions
no case has ever gone to the length of compelling an attorney, at the instance of a hostile litigant, to disclose not only
his retainer, but the nature of the transactions to which it related, when such information could be made the basis of a
suit against his client. 41
3) Where the government's lawyers have no case against an attorney's client unless, by revealing the client's name, the said name
would furnish the only link that would form the chain of testimony necessary to convict an individual of a crime, the client's name is
privileged.

In Baird vs. Korner, 42 a lawyer was consulted by the accountants and the lawyer of certain undisclosed taxpayers regarding steps to be
taken to place the undisclosed taxpayers in a favorable position in case criminal charges were brought against them by the U.S.
Internal Revenue Service (IRS).
It appeared that the taxpayers' returns of previous years were probably incorrect and the taxes understated. The clients themselves
were unsure about whether or not they violated tax laws and sought advice from Baird on the hypothetical possibility that they had. No
investigation was then being undertaken by the IRS of the taxpayers. Subsequently, the attorney of the taxpayers delivered to Baird the
sum of $12, 706.85, which had been previously assessed as the tax due, and another amount of money representing his fee for the
advice given. Baird then sent a check for $12,706.85 to the IRS in Baltimore, Maryland, with a note explaining the payment, but without
naming his clients. The IRS demanded that Baird identify the lawyers, accountants, and other clients involved. Baird refused on the
ground that he did not know their names, and declined to name the attorney and accountants because this constituted privileged
communication. A petition was filed for the enforcement of the IRS summons. For Baird's repeated refusal to name his clients he was
found guilty of civil contempt. The Ninth Circuit Court of Appeals held that, a lawyer could not be forced to reveal the names of clients
who employed him to pay sums of money to the government voluntarily in settlement of undetermined income taxes, unsued on, and
with no government audit or investigation into that client's income tax liability pending. The court emphasized the exception that a
client's name is privileged when so much has been revealed concerning the legal services rendered that the disclosure of the client's
identity exposes him to possible investigation and sanction by government agencies. The Court held:
The facts of the instant case bring it squarely within that exception to the general rule. Here money was received by
the government, paid by persons who thereby admitted they had not paid a sufficient amount in income taxes some
one or more years in the past. The names of the clients are useful to the government for but one purpose to
ascertain which taxpayers think they were delinquent, so that it may check the records for that one year or several
years. The voluntary nature of the payment indicates a belief by the taxpayers that more taxes or interest or penalties
are due than the sum previously paid, if any. It indicates a feeling of guilt for nonpayment of taxes, though whether it
is criminal guilt is undisclosed. But it may well be the link that could form the chain of testimony necessary to convict
an individual of a federal crime. Certainly the payment and the feeling of guilt are the reasons the attorney here
involved was employed to advise his clients what, under the circumstances, should be done. 43
Apart from these principal exceptions, there exist other situations which could qualify as exceptions to the general rule.
For example, the content of any client communication to a lawyer lies within the privilege if it is relevant to the subject matter of the legal
problem on which the client seeks legal assistance. 44 Moreover, where the nature of the attorney-client relationship has been
previously disclosed and it is the identity which is intended to be confidential, the identity of the client has been held to be privileged,
since such revelation would otherwise result in disclosure of the entire transaction. 45
Summarizing these exceptions, information relating to the identity of a client may fall within the ambit of the privilege when the client's
name itself has an independent significance, such that disclosure would then reveal client confidences. 46
The circumstances involving the engagement of lawyers in the case at bench, therefore, clearly reveal that the instant case falls under
at least two exceptions to the general rule. First, disclosure of the alleged client's name would lead to establish said client's connection
with the very fact in issue of the case, which is privileged information, because the privilege, as stated earlier, protects the subject
matter or the substance (without which there would be not attorney-client relationship).
The link between the alleged criminal offense and the legal advice or legal service sought was duly establishes in the case at bar, by no
less than the PCGG itself. The key lies in the three specific conditions laid down by the PCGG which constitutes petitioners' ticket to
non-prosecution should they accede thereto:
(a) the disclosure of the identity of its clients;
(b) submission of documents substantiating the lawyer-client relationship; and
(c) the submission of the deeds of assignment petitioners executed in favor of their clients covering their respective
shareholdings.
From these conditions, particularly the third, we can readily deduce that the clients indeed consulted the petitioners, in their capacity as
lawyers, regarding the financial and corporate structure, framework and set-up of the corporations in question. In turn, petitioners gave
their professional advice in the form of, among others, the aforementioned deeds of assignment covering their client's shareholdings.
There is no question that the preparation of the aforestated documents was part and parcel of petitioners' legal service to their clients.
More important, it constituted an integral part of their duties as lawyers. Petitioners, therefore, have a legitimate fear that identifying
their clients would implicate them in the very activity for which legal advice had been sought, i.e., the alleged accumulation of ill-gotten
wealth in the aforementioned corporations.

Furthermore, under the third main exception, revelation of the client's name would obviously provide the necessary link for the
prosecution to build its case, where none otherwise exists. It is the link, in the words of Baird, "that would inevitably form the chain of
testimony necessary to convict the (client) of a . . . crime." 47
An important distinction must be made between a case where a client takes on the services of an attorney for illicit purposes, seeking
advice about how to go around the law for the purpose of committing illegal activities and a case where a client thinks he might have
previously committed something illegal and consults his attorney about it. The first case clearly does not fall within the privilege because
the same cannot be invoked for purposes illegal. The second case falls within the exception because whether or not the act for which
the client sought advice turns out to be illegal, his name cannot be used or disclosed if the disclosure leads to evidence, not yet in the
hands of the prosecution, which might lead to possible action against him.
These cases may be readily distinguished, because the privilege cannot be invoked or used as a shield for an illegal act, as in the first
example; while the prosecution may not have a case against the client in the second example and cannot use the attorney client
relationship to build up a case against the latter. The reason for the first rule is that it is not within the professional character of a lawyer
to give advice on the commission of a crime.48 The reason for the second has been stated in the cases above discussed and are
founded on the same policy grounds for which the attorney-client privilege, in general, exists.
In Matter of Shawmut Mining Co., supra, the appellate court therein stated that "under such conditions no case has ever yet gone to the
length of compelling an attorney, at the instance of a hostile litigant, to disclose not only his retainer, but the nature of the transactions to
which it related, when such information could be made the basis of a suit against his client." 49 "Communications made to an attorney in
the course of any personal employment, relating to the subject thereof, and which may be supposed to be drawn out in consequence of
the relation in which the parties stand to each other, are under the seal of confidence and entitled to protection as privileged
communications." 50 Where the communicated information, which clearly falls within the privilege, would suggest possible criminal
activity but there would be not much in the information known to the prosecution which would sustain a charge except that revealing the
name of the client would open up other privileged information which would substantiate the prosecution's suspicions, then the client's
identity is so inextricably linked to the subject matter itself that it falls within the protection. The Baird exception, applicable to the instant
case, is consonant with the principal policy behind the privilege, i.e., that for the purpose of promoting freedom of consultation of legal
advisors by clients, apprehension of compelled disclosure from attorneys must be eliminated. This exception has likewise been
sustained in In re Grand Jury Proceedings 51 and Tillotson v. Boughner. 52 What these cases unanimously seek to avoid is the
exploitation of the general rule in what may amount to a fishing expedition by the prosecution.
There are, after all, alternative source of information available to the prosecutor which do not depend on utilizing a defendant's counsel
as a convenient and readily available source of information in the building of a case against the latter. Compelling disclosure of the
client's name in circumstances such as the one which exists in the case at bench amounts to sanctioning fishing expeditions by lazy
prosecutors and litigants which we cannot and will not countenance. When the nature of the transaction would be revealed by
disclosure of an attorney's retainer, such retainer is obviously protected by the privilege. 53 It follows that petitioner attorneys in the
instant case owe their client(s) a duty and an obligation not to disclose the latter's identity which in turn requires them to invoke the
privilege.
In fine, the crux of petitioners' objections ultimately hinges on their expectation that if the prosecution has a case against their clients,
the latter's case should be built upon evidence painstakingly gathered by them from their own sources and not from compelled
testimony requiring them to reveal the name of their clients, information which unavoidably reveals much about the nature of the
transaction which may or may not be illegal. The logical nexus between name and nature of transaction is so intimate in this case the it
would be difficult to simply dissociate one from the other. In this sense, the name is as much "communication" as information revealed
directly about the transaction in question itself, a communication which is clearly and distinctly privileged. A lawyer cannot reveal such
communication without exposing himself to charges of violating a principle which forms the bulwark of the entire attorney-client
relationship.
The uberrimei fidei relationship between a lawyer and his client therefore imposes a strict liability for negligence on the former. The
ethical duties owing to the client, including confidentiality, loyalty, competence, diligence as well as the responsibility to keep clients
informed and protect their rights to make decisions have been zealously sustained. In Milbank, Tweed, Hadley and McCloy
v. Boon, 54 the US Second District Court rejected the plea of the petitioner law firm that it breached its fiduciary duty to its client by
helping the latter's former agent in closing a deal for the agent's benefit only after its client hesitated in proceeding with the transaction,
thus causing no harm to its client. The Court instead ruled that breaches of a fiduciary relationship in any context comprise a special
breed of cases that often loosen normally stringent requirements of causation and damages, and found in favor of the client.
To the same effect is the ruling in Searcy, Denney, Scarola, Barnhart, and Shipley P.A. v. Scheller 55 requiring strict obligation of
lawyers vis-a-vis clients. In this case, a contingent fee lawyer was fired shortly before the end of completion of his work, and sought
payment quantum meruit of work done. The court, however, found that the lawyer was fired for cause after he sought to pressure his
client into signing a new fee agreement while settlement negotiations were at a critical stage. While the client found a new lawyer during
the interregnum, events forced the client to settle for less than what was originally offered. Reiterating the principle of fiduciary duty of
lawyers to clients in Meinhard v. Salmon 56 famously attributed to Justice Benjamin Cardozo that "Not honesty alone, but the punctilio of
an honor the most sensitive, is then the standard of behavior," the US Court found that the lawyer involved was fired for cause, thus
deserved no attorney's fees at all.

The utmost zeal given by Courts to the protection of the lawyer-client confidentiality privilege and lawyer's loyalty to his client is evident
in the duration of the protection, which exists not only during the relationship, but extends even after the termination of the
relationship. 57
Such are the unrelenting duties required by lawyers vis-a-vis their clients because the law, which the lawyers are sworn to uphold, in
the words of Oliver Wendell Holmes, 58 ". . . is an exacting goddess, demanding of her votaries in intellectual and moral discipline." The
Court, no less, is not prepared to accept respondents' position without denigrating the noble profession that is lawyering, so extolled by
Justice Holmes in this wise:
Every calling is great when greatly pursued. But what other gives such scope to realize the spontaneous energy of
one's soul? In what other does one plunge so deep in the stream of life so share its passions its battles, its
despair, its triumphs, both as witness and actor? . . . But that is not all. What a subject is this in which we are united
this abstraction called the Law, wherein as in a magic mirror, we see reflected, not only in our lives, but the lives of
all men that have been. When I think on this majestic theme my eyes dazzle. If we are to speak of the law as our
mistress, we who are here know that she is a mistress only to be won with sustained and lonely passion only to be
won by straining all the faculties by which man is likened to God.
We have no choice but to uphold petitioners' right not to reveal the identity of their clients under pain of the breach of fiduciary duty
owing to their clients, because the facts of the instant case clearly fall within recognized exceptions to the rule that the client's name is
not privileged information.
If we were to sustain respondent PCGG that the lawyer-client confidential privilege under the circumstances obtaining here does not
cover the identity of the client, then it would expose the lawyers themselves to possible litigation by their clients in view of the strict
fiduciary responsibility imposed on them in the exercise of their duties.
The complaint in Civil Case No. 0033 alleged that the defendants therein, including herein petitioners and Eduardo Cojuangco,
Jr. conspired with each other in setting up through the use of coconut levy funds the financial and corporate framework and
structures that led to the establishment of UCPB, UNICOM and others and that through insidious means and machinations,
ACCRA, using its wholly-owned investment arm, ACCRA Investment Corporation, became the holder of approximately fifteen
million shares representing roughly 3.3% of the total capital stock of UCPB as of 31 March 1987. The PCGG wanted to
establish through the ACCRA lawyers that Mr. Cojuangco is their client and it was Cojuangco who furnished all the monies to
the subscription payment; hence, petitioners acted as dummies, nominees and/or agents by allowing themselves, among
others, to be used as instrument in accumulating ill-gotten wealth through government concessions, etc., which acts constitute
gross abuse of official position and authority, flagrant breach of public trust, unjust enrichment, violation of the Constitution and
laws of the Republic of the Philippines.
By compelling petitioners, not only to reveal the identity of their clients, but worse, to submit to the PCGG documents
substantiating the client-lawyer relationship, as well as deeds of assignment petitioners executed in favor of its clients covering
their respective shareholdings, the PCGG would exact from petitioners a link "that would inevitably form the chain of testimony
necessary to convict the (client) of a crime."
III
In response to petitioners' last assignment of error, respondents alleged that the private respondent was dropped as party
defendant not only because of his admission that he acted merely as a nominee but also because of his undertaking to testify
to such facts and circumstances "as the interest of truth may require, which includes . . . the identity of the principal." 59
First, as to the bare statement that private respondent merely acted as a lawyer and nominee, a statement made in his out-ofcourt settlement with the PCGG, it is sufficient to state that petitioners have likewise made the same claim not merely out-ofcourt but also in the Answer to plaintiff's Expanded Amended Complaint, signed by counsel, claiming that their acts were made
in furtherance of "legitimate lawyering." 60Being "similarly situated" in this regard, public respondents must show that there exist
other conditions and circumstances which would warrant their treating the private respondent differently from petitioners in the
case at bench in order to evade a violation of the equal protection clause of the Constitution.
To this end, public respondents contend that the primary consideration behind their decision to sustain the PCGG's dropping of
private respondent as a defendant was his promise to disclose the identities of the clients in question. However, respondents
failed to show and absolute nothing exists in the records of the case at bar that private respondent actually revealed the
identity of his client(s) to the PCGG. Since the undertaking happens to be the leitmotif of the entire arrangement between Mr.
Roco and the PCGG, an undertaking which is so material as to have justified PCGG's special treatment exempting the private
respondent from prosecution, respondent Sandiganbayan should have required proof of the undertaking more substantial than
a "bare assertion" that private respondent did indeed comply with the undertaking. Instead, as manifested by the PCGG, only
three documents were submitted for the purpose, two of which were mere requests for re-investigation and one simply
disclosed certain clients which petitioners (ACCRA lawyers) were themselves willing to reveal. These were clients to whom
both petitioners and private respondent rendered legal services while all of them were partners at ACCRA, and were not the
clients which the PCGG wanted disclosed for the alleged questioned transactions. 61

To justify the dropping of the private respondent from the case or the filing of the suit in the respondent court without him,
therefore, the PCGG should conclusively show that Mr. Roco was treated as species apart from the rest of the ACCRA lawyers
on the basis of a classification which made substantial distinctions based on real differences. No such substantial distinctions
exist from the records of the case at bench, in violation of the equal protection clause.
The equal protection clause is a guarantee which provides a wall of protection against uneven application of status and
regulations. In the broader sense, the guarantee operates against uneven application of legal norms so
that all persons under similar circumstances would be accorded the same treatment. 62 Those who fall within a particular class
ought to be treated alike not only as to privileges granted but also as to the liabilities imposed.
. . . What is required under this constitutional guarantee is the uniform operation of legal norms so that all persons
under similar circumstances would be accorded the same treatment both in the privileges conferred and the liabilities
imposed. As was noted in a recent decision: "Favoritism and undue preference cannot be allowed. For the principle is
that equal protection and security shall be given to every person under circumstances, which if not identical are
analogous. If law be looked upon in terms of burden or charges, those that fall within a class should be treated in the
same fashion, whatever restrictions cast on some in the group equally binding the rest. 63
We find that the condition precedent required by the respondent PCGG of the petitioners for their exclusion as partiesdefendants in PCGG Case No. 33 violates the lawyer-client confidentiality privilege. The condition also constitutes a
transgression by respondents Sandiganbayan and PCGG of the equal protection clause of the Constitution. 64 It is grossly
unfair to exempt one similarly situated litigant from prosecution without allowing the same exemption to the others. Moreover,
the PCGG's demand not only touches upon the question of the identity of their clients but also on documents related to the
suspected transactions, not only in violation of the attorney-client privilege but also of the constitutional right against selfincrimination. Whichever way one looks at it, this is a fishing expedition, a free ride at the expense of such rights.
An argument is advanced that the invocation by petitioners of the privilege of attorney-client confidentiality at this stage of the
proceedings is premature and that they should wait until they are called to testify and examine as witnesses as to matters
learned in confidence before they can raise their objections. But petitioners are not mere witnesses. They are co-principals in
the case for recovery of alleged ill-gotten wealth. They have made their position clear from the very beginning that they are not
willing to testify and they cannot be compelled to testify in view of their constitutional right against self-incrimination and of their
fundamental legal right to maintain inviolate the privilege of attorney-client confidentiality.
It is clear then that the case against petitioners should never be allowed to take its full course in the Sandiganbayan.
Petitioners should not be made to suffer the effects of further litigation when it is obvious that their inclusion in the complaint
arose from a privileged attorney-client relationship and as a means of coercing them to disclose the identities of their clients.
To allow the case to continue with respect to them when this Court could nip the problem in the bud at this early opportunity
would be to sanction an unjust situation which we should not here countenance. The case hangs as a real and palpable threat,
a proverbial Sword of Damocles over petitioners' heads. It should not be allowed to continue a day longer.
While we are aware of respondent PCGG's legal mandate to recover ill-gotten wealth, we will not sanction acts which violate
the equal protection guarantee and the right against self-incrimination and subvert the lawyer-client confidentiality privilege.
WHEREFORE, IN VIEW OF THE FOREGOING, the Resolutions of respondent Sandiganbayan (First Division) promulgated
on March 18, 1992 and May 21, 1992 are hereby ANNULLED and SET ASIDE. Respondent Sandiganbayan is further ordered
to exclude petitioners Teodoro D. Regala, Edgardo J. Angara, Avelino V. Cruz, Jose C. Concepcion, Victor P. Lazatin, Eduardo
U. Escueta and Paraja G. Hayuduni as parties-defendants in SB Civil Case No. 0033 entitled "Republic of the Philippines v.
Eduardo Cojuangco, Jr., et al."
SO ORDERED.
Bellosillo, Melo and Francisco, JJ., concur.
Padilla, Panganiban and Torres, Jr., JJ., concur in the result.
Romero and Hermosisima, Jr., JJ., took no part.
Mendoza, J., is on leave.

Separate Opinions

VITUG, J., concurring:

The legal profession, despite all the unrestrained calumny hurled against it, is still the noblest of professions. It exists upon the
thesis that, in an orderly society that is opposed to all forms of anarchy, it so occupies, as it should, an exalted position in the
proper dispensation of justice. In time, principles have evolved that would help ensure its effective ministration. The protection
of confidentiality of the lawyer-client relationship is one, and it has since been an accepted firmament in the profession. It
allows the lawyer and the client to institutionalize a unique relationship based on full trust and confidence essential in a justice
system that works on the basis of substantive and procedural due process. To be sure, the rule is not without its pitfalls, and
demands against it may be strong, but these problems are, in the ultimate analysis, no more than mere tests of vigor that have
made and will make that rule endure.
I see in the case before us, given the attendant circumstances already detailed in the ponencia, a situation of the Republic
attempting to establish a case not on what it perceives to be the strength of its own evidence but on what it could elicit from a
counsel against his client. I find it unreasonable for the Sandiganbayan to compel petitioners to breach the trust reposed on
them and succumb to a thinly disguised threat of incrimination.
Accordingly, I join my other colleague who vote for the GRANT of the petition.

DAVIDE, JR., J.: dissenting

The impressive presentation of the case in the ponencia of Mr. Justice Kapunan makes difficult the espousal of a dissenting
view. Nevertheless, I do not hesitate to express that view because I strongly feel that this Court must confine itself to the key
issue in this special civil action for certiorari, viz., whether or not the Sandiganbayan acted with grave abuse of discretion in not
excluding the defendants, the petitioners herein, from the Third Amended Complaint in Civil Case No. 0033. That issue,
unfortunately, has been simply buried under the avalanche of authorities upholding the sanctity of lawyer-client relationship
which appears to me to be prematurely invoked.
From the undisputed facts disclosed by the pleadings and summarized in the ponencia, I cannot find my way clear to a
conclusion that the Sandiganbayan committed grave abuse of discretion in not acting favorably on the petitioners' prayer in
their Comment to the PCGG's Motion to Admit Third Amended Complaint.
The prerogative to determine who shall be made defendants in a civil case is initially vested in the plaintiff, or the PCGG in this
case. The control of the Court comes in only when the issue of "interest" ( 2, Rule 3, Rules of Court) as, e.g., whether an
indispensable party has not been joined, or whether there is a misjoinder of parties ( 7, 8, and 9, Id.), is raised.
In the case below, the PCGG decided to drop or exclude from the complaint original co-defendant Raul Roco because he had
allegedly complied with the condition prescribed by the PCGG, viz., undertake that he will reveal the identity of the principals
for whom he acted as nominee/stockholder in the companies involved in PCGG Case No. 0033. In short, there was an
agreement or compromise settlement between the PCGG and Roco. Accordingly, the PCGG submitted a Third Amended
Complaint without Roco as a defendant. No obstacle to such an agreement has been insinuated. If Roco's revelation violated
the confidentiality of a lawyer-client relationship, he would be solely answerable therefor to his principals/clients and, probably,
to this Court in an appropriate disciplinary action if warranted. There is at all no showing that Civil Case No. 0033 cannot
further be proceeded upon or that any judgment therein cannot be binding without Roco remaining as a defendant.
Accordingly, the admission of the Third Amended Complaint cannot be validly withheld by the Sandiganbayan.
Are the petitioners, who did not file a formal motion to be excluded but only made the request to that effect as a rider to their
Comment to the Motion to Admit Third Amended Complaint, entitled to be excluded from the Third Amended Complaint such
that denial thereof would constitute grave abuse of discretion on the Sandiganbayan's part? To me, the answer is clearly in the
negative.
The petitioners seek to be accorded the same benefit granted to or to be similarly treated as Roco. Reason and logic dictate
that they cannot, unless they too would make themselves like Roco. Otherwise stated, they must first voluntarily adopt for
themselves the factual milieu created by Roco and must bind themselves to perform certain obligations as Roco. It is precisely
for this that in response to the petitioners' comment on the aforementioned Motion to Admit Third Amended Complaint the
PCGG manifested that it is willing to accord the petitioners the treatment it gave Roco provided they would do what Roco had
done, that is, disclose the identity of their principals/clients and submit documents substantiating their claimed lawyer-client

relationship with the said principals/clients, as well as copies of deeds of assignments the petitioners executed in favor of their
principals/clients. The petitioners did not do so because they believed that compliance thereof would breach the sanctity of
their fiduciary duty in a lawyer-client relationship.
It, indeed, appears that Roco has complied with his obligation as a consideration for his exclusion from the Third Amended
Complaint. The Sandiganbayan found that
5. The PCGG is satisfied that defendant Roco has demonstrated his agency and that Roco has apparently identified
his principal, which revelation could show the lack of action against him. This in turn has allowed the PCGG to
exercise its power both under the rules of agency and under Section 5 of E.O. No. 14-1 in relation to the Supreme
Court's ruling in Republic v. Sandiganbayan (173 SCRA 72).
As a matter of fact, the PCGG presented evidence to substantiate Roco's compliance. The ponencia itself so stated, thus:
. . . respondent PCGG presented evidence to substantiate compliance by private respondent Roco of the conditions
precedent to warrant the latter's exclusion as party-defendant in PCGG Case No. 33, to wit: (a) Letter to respondent
PCGG of the counsel of respondent Roco dated May 24, 1989 reiterating a previous request for reinvestigation by the
PCGG in PCGG Case No. 33; (b) Affidavit dated March 8, 1989 executed by private respondent Roco as Attachment
to the letter aforestated in (a); and (c) Letter of Roco, Bunag, and Kapunan Law Offices dated September 21, 1988 to
the respondent in behalf of private respondent Roco originally requesting the reinvestigation and/or re-examination of
evidence by the PCGG it Complaint in PCGG Case No. 33. (Id., 5-6).
These are the pieces of evidence upon which the Sandiganbayan founded its conclusion that the PCGG was satisfied with
Roco's compliance. The petitioners have not assailed such finding as arbitrary.
The ponencia's observation then that Roco did not refute the petitioners' contention that he did not comply with his obligation
to disclose the identity of his principals is entirely irrelevant.
In view of their adamantine position, the petitioners did not, therefore, allow themselves to be like Roco. They cannot claim the
same treatment, much less compel the PCGG to drop them as defendants, for nothing whatsoever. They have no right to
make such a demand for until they shall have complied with the conditions imposed for their exclusion, they cannot be
excluded except by way of a motion to dismiss based on the grounds allowed by law (e.g., those enumerated in 1, Rule 16,
Rules of Court). The rule of confidentiality under the lawyer-client relationship is not a cause to exclude a party. It is merely
aground for disqualification of a witness ( 24, Rule 130, Rules of Court) and may only be invoked at the appropriate time, i.e.,
when a lawyer is under compulsion to answer as witness, as when, having taken the witness stand, he is questioned as to
such confidential communicator or advice, or is being otherwise judicially coerced to produce, through subpoena duces
tecum or otherwise, letters or other documents containing the same privileged matter. But none of the lawyers in this case is
being required to testify about or otherwise reveal "any [confidential] communication made by the client to him, or his advice
given thereon in the course of, or with a view to, professional employment." What they are being asked to do, in line with their
claim that they had done the acts ascribed to them in pursuance of their professional relation to their clients, is to identify the
latter to the PCGG and the Court; but this, only if they so choose in order to be dropped from the complaint, such identification
being the condition under which the PCGG has expressed willingness to exclude them from the action. The revelation is
entirely optional, discretionary, on their part. The attorney-client privilege is not therefor applicable.
Thus, the Sandiganbayan did not commit any abuse of discretion when it denied the petitioners' prayer for their exclusion as
party-defendants because they did not want to abide with any of the conditions set by the PCGG. There would have been
abuse if the Sandiganbayan granted the prayer because then it would have capriciously, whimsically, arbitrarily, and
oppressively imposed its will on the PCGG.
Again, what the petitioners want is their exclusion from the Third Amended Complaint or the dismissal of the case insofar as
they are concerned because either they are invested with immunity under the principle of confidentiality in a lawyer-client
relationship, or the claims against them in Civil Case No. 0033 are barred by such principle.
Even if we have to accommodate this issue, I still submit that the lawyer-client privilege provides the petitioners no refuge.
They are sued as principal defendants in Civil Case No. 0033, a case of the recovery of alleged ill-gotten wealth. Conspiracy is
imputed to the petitioners therein. In short, they are, allegedly, conspirators in the commission of the acts complained of for
being nominees of certain parties.
Their inclusion as defendants in justified under 15, Article XI of the Constitution which provides that the right of the State
to recover properties unlawfully acquired by public officials or employees, from them or from their nominees or transferees,
shall not be barred by prescription, laches or estoppel and E.O. No. 1 of 28 February 1986, E.O. No. 2 of 12 March 1986,
E.O. No. 14 of 7 May 1986, and the Rules and Regulations of the PCGG. Furthermore, 2, Rule 110 of the Rules of Court
requires that the complaint or information should be "against all persons who appear to be responsible for the offense
involved."

Hypothetically admitting the allegations in the complaint in Civil Case No. 0033, I find myself unable to agree with the majority
opinion that the petitioners are immune from suit or that they have to be excluded as defendants, or that they cannot be
compelled to reveal or disclose the identity of their principals, all because of the sacred lawyer-client privilege.
This privilege is well put in Rule 130 of the Rules of Court, to wit:
24. Disqualification by reason of privileged communication. The following persons cannot testify as to matters
learned in confidence in the following cases:
xxx xxx xxx
(b) An attorney cannot, without the consent of his client, be examined as to any communication made by the client to
him, or his advice given thereon in the course of, or with a view to, professional employment, nor can an attorney's
secretary, stenographer, or clerk be examined, without the consent of the client and his employer, concerning any fact
the knowledge of which has been acquired in such capacity.
The majority seeks to expand the scope of the Philippine rule on the lawyer-client privilege by copious citations of American
jurisprudence which includes in the privilege the identity of the client under the exceptional situations narrated therein. From
the plethora of cases cited, two facts stand out in bold relief. Firstly, the issue of privilege contested therein arose in grand jury
proceedings on different States, which are preliminary proceedings before the filing of the case in court, and we are not even
told what evidentiary rules apply in the said hearings. In the present case, the privilege is invoked in the court where it was
already filed and presently pends, and we have the foregoing specific rules above-quoted. Secondly, and more important, in
the cases cited by the majority, the lawyers concerned were merely advocating the cause of their clients but were not indicted
for the charges against their said clients. Here, the counsel themselves are co-defendants duly charged in court as coconspirators in the offenses charged. The cases cited by the majority evidently do not apply to them.
Hence, I wish to repeat and underscore the fact that the lawyer-client privilege is not a shield for the commission of a crime or
against the prosecution of the lawyer therefor. I quote, with emphases supplied, from 81 AM JUR 2d, Witnesses, 393 to 395,
pages 356-357:
393. Effect of unlawful purpose.
The existence of an unlawful purpose prevents the attorney-client privilege from attaching. The attorney-client
privilege does not generally exist where the representation is sought to further criminal or fraudulent conduct either
past, present, or future. Thus, a confidence received by an attorney in order to advance a criminal or fraudulent
purpose is beyond the scope of the privilege.
Observation: The common-law rule that the privilege protecting confidential communications
between attorney and client is lost if the relation is abused by a client who seeks legal assistance to
perpetrate a crime or fraud has been codified.
394. Attorney participation.
The attorney-client privilege cannot be used to protect a client in the perpetration of a crime in concert with the
attorney, even where the attorney is not aware of his client's purpose. The reason for the rule is that it is not within
the professional character of a lawyer to give advised on the commission of crime. Professional responsibility does
not countenance the use of the attorney-client privilege as a subterfuge, and all conspiracies, either active or passive,
which are calculated to hinder the administration of justice will vitiate the privilege. In some jurisdictions, however, this
exception to the rule of privilege in confined to such intended acts in violation of the law as are mala in se, as
distinguished from those which are merely mala prohibita.
395. Communication in contemplation of crime.
Communications between attorney and client having to do with the client's contemplated criminal acts, or in aid or
furtherance thereof, are not covered by the cloak of privilege ordinarily existing in reference to communications
between attorney and client. But, the mere charge of illegality, not supported by evidence, will not defeat the privilege;
there must be at least prima facie evidence that the illegality has some foundation in fact.
Underhill also states:
There are many other cases to the same effect, for the rule is prostitution of the honorable relation of attorney and
client will not be permitted under the guise of privilege, and every communication made to an attorney by a client for
a criminal purpose is a conspiracy or attempt at a conspiracy which is not only lawful to divulge, but which the
attorney under certain circumstances may be bound to disclose at once in the interest of justice. In accordance with

this rule, where a forged will or other false instrument has come into possession of an attorney through the
instrumentality of the accused, with the hope and expectation that the attorney would take some action in reference
thereto, and the attorney does act, in ignorance of the true character of the instrument, there is no privilege, inasmuch
as full confidence has been withheld. The attorney is then compelled to produce a forged writing against the client.
The fact that the attorney is not cognizant of the criminal or wrongful purpose, or, knowing it, attempts to dissuade his
client, is immaterial. The attorney's ignorance of his client's intentions deprives the information of a professional
character as full confidence has been withheld. (H.C. Underhill, A Treatise on the Law of Criminal Case Evidence, vol.
2, Fifth ed. (1956), Sec. 332, pp. 836-837; emphasis mine).
125 AMERICAN LAW REPORTS ANNOTATED, 516-519, summarizes the rationale of the rule excepting communications with
respect to contemplated criminal or fraudulent acts, thus:
c. Rationale of rule excepting communications with respect to contemplated criminal or fraudulent act.
Various reasons have been announced as being the foundation for the holdings that communications with respect to
contemplated criminal or fraudulent acts are not privileged.
The reason perhaps most frequently advanced is that in such cases there is no professional employment, properly
speaking. Standard F. Ins. Co v. Smithhart (1919) 183 Ky 679, 211 SW. 441, 5 ALR 972; Cummings v. Com. (1927)
221 Ky 301, 298 SW 943; Strong v. Abner (1937) 268 Ky 502, 105 SW(2d) 599; People v. Van Alstine (1885) 57 Mich
69, 23 NW 594; Hamil & Co. v. England(1892) 50 Mo App 338; Carney v. United R. Co. (1920) 205 Mo App 495, 226
SW 308; Matthews v.Hoagland (1891) 48 NJ Eq 455, 21 A 1054; Covency v. Tannahill (1841) 1 Hill (NY) 33, 37 AM
Dec 287; People ex rel. Vogelstein v. Warden (1934) 150 Misc 714, 270 NYS 362 (affirmed without opinion in (1934)
242 App Div 611, 271 NYS 1059); Russell v. Jackson (1851) 9 Hare 387, 68 Eng Reprint 558; Charlton
v. Coombes (1863) 4 Giff 372, 66 Eng Reprint 751; Reg. v. Cox (1884) LR 14 QB Div (Eng) 153 CCR; Re
Postlethwaite (1887) LR 35 Ch Div (Eng) 722.
In Reg. v. Cox (1884) LR 14 QB Div (Eng) 153 CCR, the court said: "In order that the rule may apply, there must
be both professional confidence and professional employment, but if the client has a criminal object in view in his
communications with his solicitor one of these elements must necessarily be absent. The client must either conspire
with his solicitor or deceive him. If his criminal object is avowed, the client does not consult his adviser professionally,
because it cannot be the solicitor's business to further any criminal object. If the client does not avow his object, he
reposes no confidence, for the state of facts which is the foundation of the supposed confidence does not exist. The
solicitor's advice is obtained by a fraud."
So, in Standard F. Ins. Co. v. Smithhart (1919) 183 Ky 679, 211 SW 441, 5 ALR 972, the court said: "The reason of
the principle which holds such communications not to be privileged is that it is not within the professional character of
a lawyer to give advice upon such subjects, and that it is no part of the profession of an attorney or counselor at law
to be advising persons as to how they may commit crimes or frauds, or how they may escape the consequences of
contemplated crimes and frauds. If the crime or fraud has already been committed and finished, a client may advise
with an attorney in regard to it, and communicate with him freely, and the communications cannot be divulged as
evidence without the consent of the client, because it is a part of the business and duty of those engaged in the
practice of the profession of law, when employed and relied upon for that purpose, to give advice to those who have
made infractions of the laws; and, to enable the attorney to properly advise and to properly represent the client in
court or when prosecutions are threatened, it is conducive to the administration of justice that the client shall be free
to communicate to his attorney all the facts within his knowledge, and that he may be assured that a communication
made by him shall not be used to his prejudice."
The protection which the law affords to communications between attorney and client has reference to those which are
legitimately and properly within the scope of a lawful employment, and does not extend to communications made in
contemplation of a crime, or perpetration of a fraud. Strong v.Abner (1937) 368 Ky 502, 105 SW (2d) 599.
The court in People v. Van Alstine (1885) 57 Mich 69, 23 NW 594, in holding not privileged communications to an
attorney having for their object the communication of a crime, said: "They then partake of the nature of a conspiracy,
or attempted conspiracy, and it is not only lawful to divulge such communications, but under certain circumstances it
might become the duty of the attorney to do so. The interests of public justice require that no such shield from
merited exposure shall be interposed to protect a person who takes counsel how he can safely commit a crime. The
relation of attorney and client cannot exist for the purpose of counsel in concocting crimes."
And in Coveney v. Tannahill (1841) 1 Hill (NY) 33, 37 Am Dec 287, the court was of the opinion that there could be no
such relation as that of attorney and client, either in the commission of a crime, or in the doing of a wrong by force or
fraud to an individual, the privileged relation of attorney and client existing only for lawful and honest purposes.
If the client consults the attorney at law with reference to the perpetration of a crime, and they co-operate in effecting
it, there is no privilege, inasmuch as it is no part of the lawyer's duty to aid in crime he ceases to be counsel and
becomes a criminal. Matthews v. Hoagland (1891) 48 NJ Eq 455, 21 A 1054.

The court cannot permit it to be said that the contriving of a fraud forms part of the professional business of an
attorney or solicitor. Charlton v. Coombes (1863) 4 Giff 372, 66 Eng Reprint 751.
If the client does not frankly and freely reveal his object and intention as well as facts, there is not professional
confidence, and therefore no privilege. Matthews v. Hoagland (NJ) supra. See to the same effect Carney v. United
R. Co. (1920) 205 Mo App 495, 226 SW 308.
There is no valid claim of privilege in regard to the production of documents passing between solicitor and client,
when the transaction impeached is charged to be based upon fraud, that is the matter to be investigated, and it is
thought better that the alleged privilege should suffer than that honestly and fair dealing should appear to be violated
with impunity. Smith v. Hunt (1901) 1 Ont L Rep 334.
In Tichborne v. Lushington, shorthand Notes (Eng) p. 5211 (cited in Reg. v. Cox (1884) LR 14 QB Div (Eng) 172
CCR), the chief justice said "I believe the law is, and properly is, that if a party consults an attorney, and obtains
advice for what afterwards turns out to be the commission of a crime or a fraud, that party so consulting the attorney
has no privilege whatever to close the lips of the attorney from stating the truth. Indeed, if any such privilege should
be contended for, or existing, it would work most grievous hardship on an attorney, who, after he had been consulted
upon what subsequently appeared to be a manifest crime and fraud, would have his lips closed, and might place him
in a very serious position of being suspected to be a party to the fraud, and without his having an opportunity of
exculpating himself . . . There is no privilege in the case which I have suggested of a party consulting another, a
professional man, as to what may afterwards turn out to be a crime or fraud, and the best mode of accomplishing it."
In Garside v. Outram (1856) 3 Jur NS (Eng) 39, although the question of privilege as to communications between
attorney and client was not involved, the question directly involved being the competency of a clerk in a business
establishment to testify as to certain information which he acquired while working in the establishment, the court
strongly approved of a view as stated arguendo for plaintiff, in Annesley v. Anglesea (1743) 17 How St Tr (Eng) 1229,
as follows: "I shall claim leave to consider whether an attorney may be examined as to any matter which came to his
knowledge as an attorney. If he is employed as an attorney in any unlawful or wicked act, his duty to the public
obliges him to disclose it; no private obligations can dispense with that universal one which lies on every member of
society to discover every design which may be formed, contrary to the laws of society, to destroy the public welfare.
For this reason, I apprehend that if a secret which is contrary to the public good, such as a design to commit treason,
murder, or perjury, comes to the knowledge of an attorney, even in a cause where he is concerned, the obligation to
the public must dispense with the private obligation to the client."
The court in McMannus v. State (1858) 2 Head (Tenn) 213, said; "It would be monstrous to hold that if counsel was
asked and obtained in reference to a contemplated crime that the lips of the attorney would be sealed, when the facts
might become important to the ends of justice in the prosecution of crime. In such a case the relation cannot be taken
to exist. Public policy would forbid it."
And the court in Lanum v. Patterson (1909) 151 Ill App 36, observed that this rule was not in contravention of sound
public policy, but on the contrary, tended to the maintenance of a higher standard of professional ethics by preventing
the relation of attorney and client from operating as a cloak for fraud.
Communications of a client to an attorney are not privileged if they were a request for advice as to how to commit a
fraud, it being in such a case not only the attorney's privilege, but his duty, to disclose the facts to the court. Will
v. Tornabells & Co. (1907) 3 Porto Rico Fed Rep 125. The court said: "We say this notwithstanding the comments of
opposing counsel as to the indelicacy of his position because of his being now on the opposite side of the issue that
arose as a consequence of the communication he testifies about, and is interested in the cause to the extent of a
large contingent fee, as he confesses."
The object of prohibiting the disclosure of confidential communications is to protect the client, and not to make the
attorney an accomplice or permit him to aid in the commission of a crime. People vs.Petersen (1901) 60 App Div 118,
NYS 941.
The seal of personal confidence can never be used to cover a transaction which is in itself a crime.People
v. Farmer (1909) 194 NY 251, 87 NE 457.
As to disclosing the identity of a client, 81 AM JUR 2d, Witnesses, 410 and 411, pages 366-368, states:
410. Name or identity of client.
Disclosure of a client's identity is necessary proof of the existence of the attorney-client relationship and is not
privileged information. Thus, the attorney-client privilege is inapplicable even though the information was
communicated confidentially to the attorney in his professional capacity and, in some cases, in spite of the fact that
the attorney may have been sworn to secrecy, where an inquiry is directed to an attorney as to the name or identity of

his client. This general rule applies in criminal cases, as well as in civil actions. Where an undisclosed client is a party
to an action, the opposing party has a right to know with whom he is contending or who the real party in interest is, if
not the nominal adversary.
411. Disclosure of identity of client as breach of confidentiality.
The revelation of the identification of a client is not usually considered privileged, except where so much has been
divulged with regard to to legal services rendered or the advice sought, that to reveal the client's name would be to
disclose the whole relationship and confidential communications. However, even where the subject matter of the
attorney-client relationship has already been revealed, the client's name has been deemed privileged.
Where disclosure of the identity of a client might harm the client by being used against him under
circumstances where there are no countervailing factors, then the identity is protected by the attorney-client privilege.
In criminal proceedings, a client's name may be privileged if information already obtained by the tribunal, combined
with the client's identity, might expose him to criminal prosecution for acts subsequent to, and because of, which he
had sought the advice of his attorney.
Although as a general rule, the identity of a defendant in a criminal prosecution is a matter of public record and, thus,
not covered by the attorney-client privilege, where the attorney has surrendered to the authorities physical evidence
in his possession by way of the attorney-client relationship, the state must prove the connection between the piece of
physical evidence and the defendant without in any way relying on the testimony of the client's attorney who initially
received the evidence and, thus, the attorney may not be called to the stand and asked to disclose the identity of the
client. However, an attorney cannot refuse to reveal the identity of a person who asked him to deliver stolen property
to the police department, whether a bona fide attorney-client relationship exists between them, inasmuch as the
transaction was not a legal service or done in the attorney's professional capacity.
Distinction: Where an attorney was informed by a male client that his female acquaintance was
possibly involved in [a] his-and-run accident, the identity of the female did not come within scope of
attorney-client privilege although the identity of the male client was protected. (emphases supplied)
WIGMORE explains why the identity of a client is not within the lawyer-client privilege in this manner:
2313. Identity of client or purpose of suit. The identity of the attorney's client or the name of the real party in
interest will seldom be a matter communicated in confidence because the procedure of litigation ordinarily
presupposes a disclosure of these facts. Furthermore, so far as a client may in fact desire secrecy and may be able
to secure action without appearing as a party to the proceedings, it would be improper to sanction such a wish. Every
litigant is in justice entitled to know the identity of his opponents. He cannot be obliged to struggle in the dark against
unknown forces. He has by anticipation the right, in later proceedings, if desired, to enforce the legal responsibility of
those who may have maliciously sued or prosecuted him or fraudulently evaded his claim. He has as much right to
ask the attorney "Who fees your fee?" as to ask the witness (966 supra). "Who maintains you during this trial?" upon
the analogy of the principle already examined (2298 supra), the privilege cannot be used to evade a client's
responsibility for the use of legal process. And if it is necessary for the purpose to make a plain exception to the rule
of confidence, then it must be made. (Wigmore on Evidence, vol. 8, (1961), p. 609; emphases supplied).
In 114 ALR, 1322, we also find the following statement:
1. Name or identity.
As is indicated in 28 R.C.L. p. 563, it appears that the rule making communications between attorney and client
privileged from disclosure ordinarily does not apply where the inquiry is confined to the fact of the attorney's
employment and the name of the person employing him, since the privilege presupposes the relationship of client
and attorney, and therefore does not attach to its creation.
At the present stage of the proceedings below, the petitioners have not shown that they are so situated with respect to their
principals as to bring them within any of the exceptions established by American jurisprudence. There will be full opportunity
for them to establish that fact at the trial where the broader perspectives of the case shall have been presented and can be
better appreciated by the court. The insistence for their exclusion from the case is understandable, but the reasons for the
hasty resolution desired is naturally suspect.
We do not even have to go beyond our shores for an authority that the lawyer-client privilege cannot be invoked to prevent the
disclosure of a client's identity where the lawyer and the client are conspirators in the commission of a crime or a fraud. Under
our jurisdiction, lawyers are mandated not to counsel or abet activities aimed at defiance of the law or at lessening confidence
in the legal system (Rule 1.02, Canon 1, Code of Professional Responsibility) and to employ only fair and honest means to

attain the lawful objectives of his client (Rule 19.01, Canon 19, Id.). And under the Canons of Professional Ethics, a lawyer
must steadfastly bear in mind that his great trust is to be performed within and not without the bounds of the law (Canon
15, Id.), that he advances the honor of his profession and the best interest of his client when he renders service or gives
advice tending to impress upon the client and his undertaking exact compliance with the strictest principles of moral law
(Canon 32, Id.). These canons strip a lawyer of the lawyer-client privilege whenever he conspires with the client in the
commission of a crime or a fraud.
I then vote to DENY, for want of merit, the instant petition.
Narvasa, C.J. and Regalado, J., concur.
PUNO, J., dissenting:
This is an important petition for certiorari to annul the resolutions of the respondent Sandiganbayandenying petitioners' motion
to be excluded from the Complaint for recovery of alleged ill-gotten wealth on the principal ground that as lawyers they cannot
be ordered to reveal the identity of their client.
First, we fast forward the facts. The Presidential Commission on Good Government (PCGG) filed Civil Case No. 33 before
the Sandiganbayan against Eduardo M. Cojuangco, Jr., for the recovery of alleged ill-gotten wealth. Sued as co-defendants
are the petitioners in the cases at bar lawyers Teodoro Regala, Edgardo J. Angara, Avelino V. Cruz, Jose Concepcion,
Rogelio A. Vinluan, Victor P. Lazatin, Eduardo Escueta and Paraja Hayudini. Also included as a co-defendant is lawyer Raul
Roco, now a duly elected senator of the Republic. All co-defendants were then partners of the law firm, Angara, Abello,
Concepcion, Regala and Cruz Law Offices, better known as the ACCRA Law Firm. The Complaint against Cojuangco, Jr., and
the petitioners alleged, inter alia, viz:
xxx xxx xxx
The wrongs committed by defendants acting singly or collectively and in unlawful concert with one another, include
the misappropriation and theft of public funds, plunder of the nation's wealth, extortion, blackmail, bribery,
embezzlement and other acts of corruption, betrayal of public trust and brazen abuse of power as more fully
described (in the subsequent paragraphs of the complaint), all at the expense and to the grave and irreparable
damage of Plaintiff and the Filipino people.
Defendants Eduardo Cojuangco, Jr., Edgardo J. Angara, Jose C. Concepcion, Teodoro D. Regala, Avelino V. Cruz,
Regalio A. Vinluan, Eduardo U. Escueta, Paraja G. Hayudini and Raul S. Roco of Angara, Concepcion, Cruz, Regala,
and Abello law offices (ACCRA) plotted, devised, schemed, conspired and confederated with each other in setting up,
through the use of the coconut levy funds, the financial and corporate framework and structures that led to the
establishment of UCPB, UNICOM, COCOLIFE, COCOMARK, CIC and more than twenty other coconut levy funded
corporations, including the acquisition of the San Miguel Corporation shares and the institutionalization through
presidential directives of the coconut monopoly. through insidious means and machinations, ACCRA, using its whollyowned investment arm, ACCRA Investments Corporation, became the holder of approximately fifteen million shares
representing roughly 3.3% of the total outstanding capital stock of UCPB as of 31 March 1987. This ranks ACCRA
Investments Corporation number 44 among the top 100 biggest stockholders of UCPB which has approximately
1,400,000 shareholders. On the other hand, corporate books show the name Edgardo J. Angara as holding
approximately 3,744 shares as of 7 June 1984.
In their Answer, petitioners alleged that the legal services offered and made available by their firm to its clients include: (a)
organizing and acquiring business organizations, (b) acting as incorporators or stockholders thereof, and (c) delivering to
clients the corresponding documents of their equity holdings (i.e., certificates of stock endorsed in blank or blank deeds of trust
or assignment). They claimed that their activities were "in furtherance of legitimate lawyering."
In the course of the proceedings in the Sandiganbayan, the PCGG filed a Motion to Admit Third Amended Complaint and the
Third Amended Complaint excluding lawyer Roco as party defendant. Lawyer Roco was excluded on the basis of his promise
to reveal the identity of the principals for whom he acted as nominee/stockholder in the companies involved in the case.
The Sandiganbayan ordered petitioners to comment on the motion. In their Comment, petitioners demanded that they be
extended the same privilege as their co-defendant Roco. They prayed for their exclusion from the complaint. PCGG agreed
but set the following conditions: (1) disclosure of the identity of their client; (2) submission of documents substantiating their
lawyer-client relationship; and (3) submission of the deeds of assignment petitioners executed in favor of their client covering
their respective shareholdings. The same conditions were imposed on lawyer Roco.
Petitioners refused to comply with the PCGG conditions contending that the attorney-client privilege gives them the right not to
reveal the identity of their client. They also alleged that lawyer Roco was excluded though he did not in fact reveal the identity
of his clients. On March 18, 1992, the Sandiganbayan denied the exclusion of petitioners in Case No. 33. It held:

xxx xxx xxx

ACCRA lawyers may take the heroic stance of not revealing the identity of the client for whom they have acted, i.e.,
their principal, and that will be their choice. But until they do identify their clients, considerations of whether or not the
privilege claimed by the ACCRA lawyers exists cannot even begin to the debated. The ACCRA lawyers cannot
excuse themselves from the consequences of their acts until they have begun to establish the basis for recognizing
the privilege; the existence and identity of the client.
This is what appears to be the cause for which they have been impleaded by the PCGG as defendants herein.
5. The PCGG is satisfied that defendant Roco has demonstrated his agency and that Roco has apparently identified
his principal, which revelation could show the lack of course against him. This in turn has allowed the PCGG to
exercise its power both under the rules of Agency and under Section 5 of E.O. No. 14-A in relation to the Supreme
Court's ruling in Republic v. Sandiganbayan (173 SCRA 72).
The PCGG has apparently offered to the ACCRA lawyers the same conditions availed of by Roco; full disclosure in
exchange for exclusion from these proceedings (par. 7, PCGG's COMMENT dated November 4, 1991). The ACCRA
lawyers have preferred not to make the disclosures required by the PCGG.
The ACCRA lawyers cannot, therefore, begrudge the PCGG for keeping them as a party defendants. In the same
vein, they cannot compel the PCGG to be accorded the same treatment accorded to Roco.
Neither can this Court.
WHEREFORE, the Counter Motion dated October 8, 1991 filed by the ACCRA lawyers and joined in by Atty. Paraja
G. Hayudini for the same treatment by the PCGG as accorded to Raul S. Roco is DENIED for lack of merit.
Sandiganbayan later denied petitioners' motions for reconsideration in its resolutions dated May 21, 1988 and September 3,
1992.
In this petition for certiorari, petitioners contend:
I
The Honorable Sandiganbayan gravely abused its discretion in subjecting petitioners ACCRA lawyers who
indisputably acted as lawyers in serving as nominee-stockholders, to the strict application of the law agency.
II
The Honorable Sandiganbayan committed grave abuse of discretion in not considering petitioners ACCRA lawyers
and Mr. Roco as similarly situated and, therefore, deserving of equal treatment.
1. There is absolutely no evidence that Mr. Roco had revealed, or had undertaken to reveal, the
identities of the client(s) for whom he acted as nominee-stockholder.
2. Even assuming that Mr. Roco had revealed, or had undertaken to reveal, the identities of the
client(s), the disclosure does not constitute a substantial distinction as would make the
classification reasonable under the equal protection clause.
3. Respondent Sandiganbayan sanctioned favoritism and undue preference in favor of Mr. Roco
and violation of the equal protection clause.
III
The Honorable Sandiganbayan committed grave abuse of discretion in not holding that, under the facts of this case,
the attorney-client privilege prohibits petitioners ACCRA lawyers from revealing the identity of their client(s) and the
other information requested by the PCGG.
1. Under the peculiar facts of this case, the attorney-client privilege includes the identity of the
client(s).

2. The factual disclosures required by the PCGG are not limited to the identity of petitioners ACCRA
lawyers' alleged client(s) but extend to other privileged matters.
IV
The Honorable Sandiganbayan committed grave abuse of discretion in not requiring that the dropping of partydefendants by the PCGG must be based on reasonable and just grounds and with due consideration to the
constitutional right of petitioners ACCRA lawyers to the equal protection of the law.
The petition at bar is atypical of the usual case where the hinge issue involves the applicability of attorney-client privilege. It
ought to be noted that petitioners were included as defendants in Civil Case No. 33 as conspirators. Together with Mr.
Cojuangco, Jr., they are charged with having ". . . conspired and confederated with each other in setting up, through the use of
the coconut levy funds, the financial and corporate framework and structures that led to the establishment of UCPB, UNICOM,
COCOLIFE, COCOMARK, CICI and more than twenty other coconut levy funded corporations, including the acquisition of San
Miguel Corporation shares and the institutionalization through presidential directives of the coconut monopoly." To stress,
petitioners are charged with having conspired in the commission of crimes. The issue of attorney-client privilege arose when
PCGG agreed to exclude petitioners from the complaint on condition they reveal the identity of their client. Petitioners refused
to comply and assailed the condition on the ground that to reveal the identity of their client will violate the attorney-client
privilege.
It is thus necessary to resolve whether the Sandiganbayan committed grave abuse of discretion when it rejected petitioners'
thesis that to reveal the identity of their client would violate the attorney-client privilege. The attorney-client privilege is the
oldest of the privileges for confidential communications known to the common law. 1 For the first time in this jurisdiction, we are
asked to rule whether the attorney-client privilege includes the right not to disclose the identity of client. The issue poses a
trilemma for its resolution requires the delicate balancing of three opposing policy considerations. One overriding policy
consideration is the need for courts to discover the truth for truth alone is the true touchstone of justice. 2 Equally compelling is
the need to protect the adversary system of justice where truth is best extracted by giving a client broad privilege to confide
facts to his counsel. 3 Similarly deserving of sedulous concern is the need to keep inviolate the constitutional right against selfincrimination and the right to effective counsel in criminal litigations. To bridle at center the centrifugal forces of these policy
considerations, courts have followed to prudential principle that the attorney-client privilege must not be expansively construed
as it is in derogation of the search for truth. 4 Accordingly, a narrow construction has been given to the privilege and it has been
consistently held that "these competing societal interests demand that application of the privilege not exceed that which is
necessary to effect the policy considerations underlying the privilege, i.e., the privilege must be upheld only in those
circumstances for which it was created.'" 5
Prescinding from these premises, our initial task is to define in clear strokes the substantive content of the attorney-client
privilege within the context of the distinct issues posed by the petition at bar. With due respect, I like to start by stressing the
irreducible principle that the attorney-client privilege can never be used as a shield to commit a crime or a fraud.
Communications to an attorney having for their object the commission of a crime ". . . partake the nature of a conspiracy, and it
is not only lawful to divulge such communications, but under certain circumstances it might become the duty of the attorney to
do so. The interests of public justice require that no such shield from merited exposure shall be interposed to protect a person
who takes counsel how he can safely commit a crime. The relation of attorney and client cannot exist for the purpose of
counsel in concocting crimes." 6 In the well chosen words of retired Justice Quiason, a lawyer is not a gun for hire. 7 I hasten to
add, however, that a mere allegation that a lawyer conspired with his client to commit a crime or a fraud will not defeat the
privilege. 8 As early as 1933, no less than the Mr. Justice Cardozo held in Clark v. United States 9 that: "there are early cases
apparently to the effect that a mere charge of illegality, not supported by any evidence, will set the confidences free . . . But
this conception of the privilege is without support . . . To drive the privilege away, there must be 'something to give colour to the
charge;' there must be prima facie evidence that it has foundation in fact." In the petition at bar, however, the PCGG appears
to have relented on its original stance as spelled out in its Complaint that petitioners are co-conspirators in crimes and cannot
invoke the attorney-client privilege. The PCGG has agreed to exclude petitioners from the Complaint provided they reveal the
identity of their client. In fine, PCGG has conceded that petitioner are entitled to invoke the attorney-client privilege if they
reveal their client's identity.
Assuming then that petitioners can invoke the attorney-client privilege since the PCGG is no longer proceeding against them
as co-conspirators in crimes, we should focus on the more specific issue of whether the attorney-client privilege includes the
right not to divulge the identity of a client as contended by the petitioners. As a general rule, the attorney-client privilege does
not include the right of non-disclosure of client identity. The general rule, however, admits of well-etched exceptions which the
Sandiganbayan failed to recognize. The general rule and its exceptions are accurately summarized in In re Grand Jury
Investigation, 10 viz:
The federal forum is unanimously in accord with the general rule that the identity of a client is, with limited exceptions,
not within the protective ambit of the attorney-client privilege. See: In re Grand Jury Proceedings (Pavlick), 680 F.2d
1026, 1027 (5th Cir. 1982) (en banc); In re Grand Jury Proceedings (Jones), 517 F. 2d 666, 670-71 (5th Cir. 1975); In
re Grand Jury Proceedings (Fine), 651 F. 2d 199, 204 (5th Cir. 1981); Frank v. Tomlinson, 351 F.2d 384 (5th Cir.
1965), cert. denied, 382 U.S. 1082, 86 S.Ct. 648, 15 L.Ed.2d 540 (1966); In re Grand Jury Witness (Salas), 695 F.2d
359, 361 (9th Cir. 1982); In re Grand Jury Subpoenas Duces Tecum (Marger/Merenbach), 695 F.2d 363, 365 (9th Cir.
1982); In re Grand Jury Proceedings (Lawson), 600 F.2d 215, 218 (9th Cir. 1979).

The Circuits have embraced various "exceptions" to the general rule that the identity of a client is not within the
protective ambit of the attorney-client privilege. All such exceptions appear to be firmly grounded in the Ninth Circuit's
seminal decision in Baird v. Koerner, 279 F.2d 633 (9th Cir. 1960). In Baird the IRS received a letter from an attorney
stating that an enclosed check in the amount of $12,706 was being tendered for additional amounts due from
undisclosed taxpayers. When the IRS summoned the attorney to ascertain the identity of the delinquent taxpayers the
attorney refused identification assertion the attorney-client privilege. The Ninth Circuit, applying California law,
adjudged that the "exception" to the general rule as pronounced in Ex parte McDonough, 170 Cal. 230, 149 P. 566
(1915) controlled:
The name of the client will be considered privileged matter where the circumstances of the case
are such that the name of the client is material only for the purpose of showing an acknowledgment
of guilt on the part of such client of the very offenses on account of which the attorney was
employed.
Baird, supra, 279 F.2d at 633. The identity of the Baird taxpayer was adjudged within this exception to the general
rule. The Ninth Circuit has continued to acknowledge this exception.
A significant exception to this principle of non-confidentiality holds that such information may be
privileged when the person invoking the privilege is able to show that a strong possibility exists that
disclosure of the information would implicate the client in the very matter for which legal advice was
sought in the first case.
In re Grand Jury Subpoenas Duces Tecum (Marger/Merenbach), 695 F.2d 363, 365 (9th Cir. 1982). Accord: United
States v. Hodge and Zweig, 548 F.2d 1347, 1353 (9th Cir. 1977); In re Grand Jury Proceedings (Lawson), 600 F.2d
215, 218 (9th Cir. 1979); United States v. Sherman, 627 F.2d 189, 190-91 (9th Cir. 1980); In re Grand Jury Witness
(Salas), 695 F.2d 359, 361 (9th Cir. 1982). This exception, which can perhaps be most succinctly characterized as the
"legal advice" exception, has also been recognized by other circuits. See: In re Walsh, 623 F.2d 489, 495 (7th Cir.),
cert. denied, 449 U.S. 994, 101 S. Ct. 531, 66 L.Ed.2d 291 (1980); In re Grand Jury Investigation (Tinari), 631 F.2d
17, 19 (3d Cir 1980), cert. denied, 449 U.S.1083, 101 S.Ct. 869-70, 66 L.Ed.2d 808 (1981). Since the legal advice
exception is firmly grounded in the policy of protecting confidential communications, this Court adopts and applies its
principles herein. See: In re Grand Jury Subpoenas Duces Tecum (Marger/Merenbach), supra.
It should be observed, however that the legal advice exception may be defeated through a prima facie showing that
the legal representation was secured in furtherance of present or intended continuing illegality, as where the legal
representation itself is part of a larger conspiracy. See: In re Grand Jury Subpoenas Decus Tecum
(Marger/Merenbach), supra, 695 F.2d at 365 n. 1; In re Walsh, 623 F.2d 489, 495 (7th Cir.), cert. denied, 449, U.S.
994, 101 S.Ct. 531, 66 L.Ed. 2d 291 (1980); In re Grand Jury Investigation (Tinari), 631 F.2d 17, 19 (3d Cir 1980);
cert. denied, 449 U.S. 1083, 101 S.Ct. 869, 66 L.Ed. 2d 808 (1981); In re Grand Jury Proceedings (Lawson), 600
F.2d 215, 218 (9th Cir. 1979); United States v. Friedman, 445 F.2d 1076, 1086 (9th Cir. 1971). See also: Clark
v. UnitedStates, 289 U.S. 1, 15, 53, S.Ct. 465, 469, 77, L.Ed. 993 (1933); In re Grand Jury Proceedings (Pavlick), 680
F.2d 1026, 1028-29 (5th Cir. 1982 (en banc).
Another exception to the general rule that the identity of a client is not privileged arises where disclosure of the
identity would be tantamount to disclosing an otherwise protected confidential communication. In Baird, supra, the
Ninth Circuit observed:
If the identification of the client conveys information which ordinarily would be conceded to be part
of the usual privileged communication between attorney and client, then the privilege should extend
to such identification in the absence of another factors.
Id., 279 F.2d at 632. Citing Baird, the Fourth Circuit promulgated the following exception:
To the general rule is an exception, firmly embedded as the rule itself. The privilege may be
recognized where so much of the actual communication has already been disclosed that
identification of the client amounts to disclosure of a confidential communication.
NLRB v. Harvey, 349 F.2d 900, 905 (4th Cir. 1965). Accord: United States v. Tratner, 511 F.2d 248, 252 (7th Cir.
1975); Colton v. United States, 306 F.2d 633, 637 (2d Cir. 1962), cert. denied, 371 U.S. 951, 83 S.Ct. 505, 9 L.Ed.2d
499 1963); Tillotson v. Boughner, 350 F.2d 663, 666 (7th Cir. 1965);United States v. Pape, 144 F.2d 778, 783 (2d Cir.
1944). See also: Chirac v. Reinecker, 24 U.S. (11 Wheat) 280, 6 L.Ed. 474 (1826). The Seventh Circuit has added to
the Harvey exception the following emphasized caveat:
The privilege may be recognized where so much of the actual communication has already been
disclosed [not necessarily by the attorney, but by independent sources as well] that identification of
the client [or of fees paid] amounts to disclosure of a confidential communication.

United States vs. Jeffers, 532 F.2d 1101, 1115 (7th Cir. 1976 (emphasis added). The Third Circuit, applying this
exception, has emphasized that it is the link between the client and the communication, rather than the link between
the client and the possibility of potential criminal prosecution, which serves to bring the client's identity within the
protective ambit of the attorney-client privilege. See: In re Grand Jury Empanelled February 14, 1978 (Markowitz),
603 F.2d 469, 473 n. 4 (3d Cir. 1979). Like the "legal advice" exception, this exception is also firmly rooted in
principles of confidentiality.
Another exception, articulated in the Fifth Circuit's en banc decision of In re Grand Jury Proceedings (Pavlick), 680
F.2d 1026 (5th Cir. 1982 (en banc), is recognized when disclosure of the identity of the client would provide the "last
link" of evidence:
We have long recognized the general rule that matters involving the payment of fees and the
identity of clients are not generally privileged. In re Grand Jury Proceedings, (United States v.
Jones), 517 F.2d 666 (5th Cir. 1975); see cases collected id. at 670 n. 2. There we also recognized,
however, a limited and narrow exception to the general rule, one that obtains when the disclosure
of the client's identity by his attorney would have supplied the last link in an existing chain of
incriminating evidence likely to lead to the client's indictment.
I join the majority in holding that the Sandiganbayan committed grave abuse of discretion when it misdelineated the metes and
bounds of the attorney-client privilege by failing to recognize the exceptions discussed above.
Be that as it may, I part ways with the majority when it ruled that petitioners need not prove they fall within the exceptions to
the general rule. I respectfully submit that the attorney-client privilege is not a magic mantra whose invocation will ipso
facto and ipso jure drape he who invokes it with its protection. Plainly put, it is not enough to assert the privilege. 11 The person
claiming the privilege or its exceptions has the obligation to present the underlying facts demonstrating the existence of the
privilege. 12 When these facts can be presented only by revealing the very information sought to be protected by the privilege,
the procedure is for the lawyer to move for an inspection of the evidence in an in camera hearing. 13 The hearing can even be
in camera and ex-parte. Thus, it has been held that "a well-recognized means for an attorney to demonstrate the existence of
an exception to the general rule, while simultaneously preserving confidentiality of the identity of his client, is to move the court
for an in camera ex-parte hearing. 14 Without the proofs adduced in these in camera hearings, the Court has no factual basis to
determine whether petitioners fall within any of the exceptions to the general rule.
In the case at bar, it cannot be gainsaid that petitioners have not adduced evidence that they fall within any of the above
mentioned exceptions for as aforestated, the Sandiganbayan did not recognize the exceptions, hence, the order compelling
them to reveal the identity of their client. In ruling that petitioners need not further establish the factual basis of their claim that
they fall within the exceptions to the general rule, the majority held:
The circumstances involving the engagement of lawyers in the case at bench therefore clearly reveal that the instant
case falls under at least two exceptions to the general rule. First, disclosure of the alleged client's name would lead to
establish said client's connection with the very fact in issue of the case, which is privileged information, because the
privilege, as stated earlier, protects the subject matter or the substance (without which there would be no attorneyclient relationship). Furthermore, under the third main exception, revelation of the client's name would obviously
provide the necessary link for the prosecution to build its case, where none otherwise exists. It is the link, in the word
of Baird, "that would inevitably form the chain of testimony necessary to convict the (client) of a . . . crime.
I respectfully submit that the first and third exceptions relied upon by the majority are not self-executory but need factual basis
for their successful invocation. The first exception as cited by the majority is ". . . where a strong probability exists that
revealing the clients' name would implicate that client in the very activity for which he sought the lawyer's advice." It seems to
me evident that "the very activity for which he sought the lawyer's advice" is a question of fact which must first be established
before there can be any ruling that the exception can be invoked. The majority cites Ex Parte Enzor, 15 and
U S v. Hodge and Zweig, 16 but these cases leave no doubt that the "very activity" for which the client sought the advice of
counsel was properly proved. In both cases, the "very activity" of the clients reveal they sought advice on their criminal
activities. Thus, in Enzor, the majority opinion states that the "unidentified client, an election official, informed his attorney in
confidence that he had been offered a bribe to violate election laws or that he had accepted a bribe to that end." 17 In Hodge,
the "very activity" of the clients deals with illegal importation of drugs. In the case at bar, there is no inkling whatsoever about
the "very activity" for which the clients of petitioners sought their professional advice as lawyers. There is nothing in the
records that petitioners were consulted on the "criminal activities" of their client. The complaint did allege that petitioners and
their client conspired to commit crimes but allegations are not evidence.
So it is with the third exception which as related by the majority is "where the government's lawyers have no case against an
attorney's client unless, by revealing the client's name, the said name would furnish the only link that would form the chain of
testimony necessary to convict an individual of a crime." 18 Again, the rhetorical questions that answer themselves are: (1) how
can we determine that PCGG has "no case" against petitioners without presentation of evidence? and (2) how can we
determine that the name of the client is the only link without presentation of evidence as to the other links? The case of Baird
vs. Koerner 19 does not support the "no need for evidence" ruling of the majority. In Baird, as related by the majority itself, "a
lawyer was consulted by the accountants and the lawyer of certain undisclosed taxpayers regarding steps to be taken to place

the undisclosed taxpayers in a favorable position in case criminal charges were brought against them by the US Internal
Revenue Service (IRS). It appeared that the taxpayers' returns of previous years were probably incorrect and the taxes
understated. 20 Once more, it is clear that the Baird court was informed of the activity of the client for which the lawyer was
consulted and the activity involved probable violation of the tax laws. Thus, the Court held:
The facts of the instant case bring it squarely within that exception to the general rule. Here money was received by
the government, paid by persons who thereby admitted they had not paid a sufficient amount in income taxes some
one or more years in the past. The names of the clients are useful to the government for but one purpose to
ascertain which taxpayers think they were delinquent, so that it may check the records for that one year or several
years. The voluntary nature of the payment indicates a belief by the taxpayers that more tax or interest or penalties
are due than the sum previously paid, if any. It indicates a feeling of guilt for nonpayment of taxes, though whether it
is criminal guilt is undisclosed. But it may well be the link that could form the chain of testimony necessary to convict
an individual of a federal crime. Certainly the payment and the feeling of guilt are the reasons the attorney here
involved was employed to advise his clients what, under the circumstances, should be done.
In fine, the factual basis for the ruling in Baird was properly established by the parties. In the case at bar, there is no evidence
about the subject matter of the consultation made by petitioners' client. Again, the records do not show that the subject matter
is criminal in character except for the raw allegations in the Complaint. Yet, this is the unstated predicate of the majority ruling
that revealing the identity of the client ". . . would furnish the only link that would form the chain of testimony necessary to
convict an individual of a crime." The silent implication is unflattering and unfair to petitioners who are marquee names in the
legal profession and unjust to their undisclosed client.
Finally, it ought to be obvious that petitioners' right to claim the attorney-client privilege is resolutory of the Complaint against
them, and hence should be decided ahead and independently of their claim to equal protection of the law. Pursuant to the rule
in legal hermeneutics that courts should not decide constitutional issues unless unavoidable, I also respectfully submit that
there is no immediate necessity to resolve petitioners' claim to equal protection of the law at this stage of the proceedings.
IN VIEW WHEREOF, I respectfully register a qualified dissent from the majority opinion.

Separate Opinions
VITUG, J., concurring:
The legal profession, despite all the unrestrained calumny hurled against it, is still the noblest of professions. It exists upon the
thesis that, in an orderly society that is opposed to all forms of anarchy, it so occupies, as it should, an exalted position in the
proper dispensation of justice. In time, principles have evolved that would help ensure its effective ministration. The protection
of confidentiality of the lawyer-client relationship is one, and it has since been an accepted firmament in the profession. It
allows the lawyer and the client to institutionalize a unique relationship based on full trust and confidence essential in a justice
system that works on the basis of substantive and procedural due process. To be sure, the rule is not without its pitfalls, and
demands against it may be strong, but these problems are, in the ultimate analysis, no more than mere tests of vigor that have
made and will make that rule endure.
I see in the case before us, given the attendant circumstances already detailed in the ponencia, a situation of the Republic
attempting to establish a case not on what it perceives to be the strength of its own evidence but on what it could elicit from a
counsel against his client. I find it unreasonable for the Sandiganbayan to compel petitioners to breach the trust reposed on
them and succumb to a thinly disguised threat of incrimination.
Accordingly, I join my other colleague who vote for the GRANT of the petition.

DAVIDE, JR., J.: dissenting

The impressive presentation of the case in the ponencia of Mr. Justice Kapunan makes difficult the espousal of a dissenting
view. Nevertheless, I do not hesitate to express that view because I strongly feel that this Court must confine itself to the key
issue in this special civil action for certiorari, viz., whether or not the Sandiganbayan acted with grave abuse of discretion in not
excluding the defendants, the petitioners herein, from the Third Amended Complaint in Civil Case No. 0033. That issue,
unfortunately, has been simply buried under the avalanche of authorities upholding the sanctity of lawyer-client relationship
which appears to me to be prematurely invoked.

From the undisputed facts disclosed by the pleadings and summarized in the ponencia, I cannot find my way clear to a
conclusion that the Sandiganbayan committed grave abuse of discretion in not acting favorably on the petitioners' prayer in
their Comment to the PCGG's Motion to Admit Third Amended Complaint.
The prerogative to determine who shall be made defendants in a civil case is initially vested in the plaintiff, or the PCGG in this
case. The control of the Court comes in only when the issue of "interest" ( 2, Rule 3, Rules of Court) as, e.g., whether an
indispensable party has not been joined, or whether there is a misjoinder of parties ( 7, 8, and 9, Id.), is raised.
In the case below, the PCGG decided to drop or exclude from the complaint original co-defendant Raul Roco because he had
allegedly complied with the condition prescribed by the PCGG, viz., undertake that he will reveal the identity of the principals
for whom he acted as nominee/stockholder in the companies involved in PCGG Case No. 0033. In short, there was an
agreement or compromise settlement between the PCGG and Roco. Accordingly, the PCGG submitted a Third Amended
Complaint without Roco as a defendant. No obstacle to such an agreement has been insinuated. If Roco's revelation violated
the confidentiality of a lawyer-client relationship, he would be solely answerable therefor to his principals/clients and, probably,
to this Court in an appropriate disciplinary action if warranted. There is at all no showing that Civil Case No. 0033 cannot
further be proceeded upon or that any judgment therein cannot be binding without Roco remaining as a defendant.
Accordingly, the admission of the Third Amended Complaint cannot be validly withheld by the Sandiganbayan.
Are the petitioners, who did not file a formal motion to be excluded but only made the request to that effect as a rider to their
Comment to the Motion to Admit Third Amended Complaint, entitled to be excluded from the Third Amended Complaint such
that denial thereof would constitute grave abuse of discretion on the Sandiganbayan's part? To me, the answer is clearly in the
negative.
The petitioners seek to be accorded the same benefit granted to or to be similarly treated as Roco. Reason and logic dictate
that they cannot, unless they too would make themselves like Roco. Otherwise stated, they must first voluntarily adopt for
themselves the factual milieu created by Roco and must bind themselves to perform certain obligations as Roco. It is precisely
for this that in response to the petitioners' comment on the aforementioned Motion to Admit Third Amended Complaint the
PCGG manifested that it is willing to accord the petitioners the treatment it gave Roco provided they would do what Roco had
done, that is, disclose the identity of their principals/clients and submit documents substantiating their claimed lawyer-client
relationship with the said principals/clients, as well as copies of deeds of assignments the petitioners executed in favor of their
principals/clients. The petitioners did not do so because they believed that compliance thereof would breach the sanctity of
their fiduciary duty in a lawyer-client relationship.
It, indeed, appears that Roco has complied with his obligation as a consideration for his exclusion from the Third Amended
Complaint. The Sandiganbayan found that
5. The PCGG is satisfied that defendant Roco has demonstrated his agency and that Roco has apparently identified
his principal, which revelation could show the lack of action against him. This in turn has allowed the PCGG to
exercise its power both under the rules of agency and under Section 5 of E.O. No. 14-1 in relation to the Supreme
Court's ruling in Republic v. Sandiganbayan (173 SCRA 72).
As a matter of fact, the PCGG presented evidence to substantiate Roco's compliance. The ponencia itself so stated, thus:
. . . respondent PCGG presented evidence to substantiate compliance by private respondent Roco of the conditions
precedent to warrant the latter's exclusion as party-defendant in PCGG Case No. 33, to wit: (a) Letter to respondent
PCGG of the counsel of respondent Roco dated May 24, 1989 reiterating a previous request for reinvestigation by the
PCGG in PCGG Case No. 33; (b) Affidavit dated March 8, 1989 executed by private respondent Roco as Attachment
to the letter aforestated in (a); and (c) Letter of Roco, Bunag, and Kapunan Law Offices dated September 21, 1988 to
the respondent in behalf of private respondent Roco originally requesting the reinvestigation and/or re-examination of
evidence by the PCGG it Complaint in PCGG Case No. 33. (Id., 5-6).
These are the pieces of evidence upon which the Sandiganbayan founded its conclusion that the PCGG was satisfied with
Roco's compliance. The petitioners have not assailed such finding as arbitrary.
The ponencia's observation then that Roco did not refute the petitioners' contention that he did not comply with his obligation
to disclose the identity of his principals is entirely irrelevant.
In view of their adamantine position, the petitioners did not, therefore, allow themselves to be like Roco. They cannot claim the
same treatment, much less compel the PCGG to drop them as defendants, for nothing whatsoever. They have no right to
make such a demand for until they shall have complied with the conditions imposed for their exclusion, they cannot be
excluded except by way of a motion to dismiss based on the grounds allowed by law (e.g., those enumerated in 1, Rule 16,
Rules of Court). The rule of confidentiality under the lawyer-client relationship is not a cause to exclude a party. It is merely
aground for disqualification of a witness ( 24, Rule 130, Rules of Court) and may only be invoked at the appropriate time, i.e.,
when a lawyer is under compulsion to answer as witness, as when, having taken the witness stand, he is questioned as to
such confidential communicator or advice, or is being otherwise judicially coerced to produce, through subpoena duces

tecum or otherwise, letters or other documents containing the same privileged matter. But none of the lawyers in this case is
being required to testify about or otherwise reveal "any [confidential] communication made by the client to him, or his advice
given thereon in the course of, or with a view to, professional employment." What they are being asked to do, in line with their
claim that they had done the acts ascribed to them in pursuance of their professional relation to their clients, is to identify the
latter to the PCGG and the Court; but this, only if they so choose in order to be dropped from the complaint, such identification
being the condition under which the PCGG has expressed willingness to exclude them from the action. The revelation is
entirely optional, discretionary, on their part. The attorney-client privilege is not therefor applicable.
Thus, the Sandiganbayan did not commit any abuse of discretion when it denied the petitioners' prayer for their exclusion as
party-defendants because they did not want to abide with any of the conditions set by the PCGG. There would have been
abuse if the Sandiganbayan granted the prayer because then it would have capriciously, whimsically, arbitrarily, and
oppressively imposed its will on the PCGG.
Again, what the petitioners want is their exclusion from the Third Amended Complaint or the dismissal of the case insofar as
they are concerned because either they are invested with immunity under the principle of confidentiality in a lawyer-client
relationship, or the claims against them in Civil Case No. 0033 are barred by such principle.
Even if we have to accommodate this issue, I still submit that the lawyer-client privilege provides the petitioners no refuge.
They are sued as principal defendants in Civil Case No. 0033, a case of the recovery of alleged ill-gotten wealth. Conspiracy is
imputed to the petitioners therein. In short, they are, allegedly, conspirators in the commission of the acts complained of for
being nominees of certain parties.
Their inclusion as defendants in justified under 15, Article XI of the Constitution which provides that the right of the State
to recover properties unlawfully acquired by public officials or employees, from them or from their nominees or transferees,
shall not be barred by prescription, laches or estoppel and E.O. No. 1 of 28 February 1986, E.O. No. 2 of 12 March 1986,
E.O. No. 14 of 7 May 1986, and the Rules and Regulations of the PCGG. Furthermore, 2, Rule 110 of the Rules of Court
requires that the complaint or information should be "against all persons who appear to be responsible for the offense
involved."
Hypothetically admitting the allegations in the complaint in Civil Case No. 0033, I find myself unable to agree with the majority
opinion that the petitioners are immune from suit or that they have to be excluded as defendants, or that they cannot be
compelled to reveal or disclose the identity of their principals, all because of the sacred lawyer-client privilege.
This privilege is well put in Rule 130 of the Rules of Court, to wit:
24. Disqualification by reason of privileged communication. The following persons cannot testify as to matters
learned in confidence in the following cases:
xxx xxx xxx
(b) An attorney cannot, without the consent of his client, be examined as to any communication made by the client to
him, or his advice given thereon in the course of, or with a view to, professional employment, nor can an attorney's
secretary, stenographer, or clerk be examined, without the consent of the client and his employer, concerning any fact
the knowledge of which has been acquired in such capacity.
The majority seeks to expand the scope of the Philippine rule on the lawyer-client privilege by copious citations of American
jurisprudence which includes in the privilege the identity of the client under the exceptional situations narrated therein. From
the plethora of cases cited, two facts stand out in bold relief. Firstly, the issue of privilege contested therein arose in grand jury
proceedings on different States, which are preliminary proceedings before the filing of the case in court, and we are not even
told what evidentiary rules apply in the said hearings. In the present case, the privilege is invoked in the court where it was
already filed and presently pends, and we have the foregoing specific rules above-quoted. Secondly, and more important, in
the cases cited by the majority, the lawyers concerned were merely advocating the cause of their clients but were not indicted
for the charges against their said clients. Here, the counsel themselves are co-defendants duly charged in court as coconspirators in the offenses charged. The cases cited by the majority evidently do not apply to them.
Hence, I wish to repeat and underscore the fact that the lawyer-client privilege is not a shield for the commission of a crime or
against the prosecution of the lawyer therefor. I quote, with emphases supplied, from 81 AM JUR 2d, Witnesses, 393 to 395,
pages 356-357:
393. Effect of unlawful purpose.
The existence of an unlawful purpose prevents the attorney-client privilege from attaching. The attorney-client
privilege does not generally exist where the representation is sought to further criminal or fraudulent conduct either

past, present, or future. Thus, a confidence received by an attorney in order to advance a criminal or fraudulent
purpose is beyond the scope of the privilege.
Observation: The common-law rule that the privilege protecting confidential communications
between attorney and client is lost if the relation is abused by a client who seeks legal assistance to
perpetrate a crime or fraud has been codified.
394. Attorney participation.
The attorney-client privilege cannot be used to protect a client in the perpetration of a crime in concert with the
attorney, even where the attorney is not aware of his client's purpose. The reason for the rule is that it is not within
the professional character of a lawyer to give advised on the commission of crime. Professional responsibility does
not countenance the use of the attorney-client privilege as a subterfuge, and all conspiracies, either active or passive,
which are calculated to hinder the administration of justice will vitiate the privilege. In some jurisdictions, however, this
exception to the rule of privilege in confined to such intended acts in violation of the law as are mala in se, as
distinguished from those which are merely mala prohibita.
395. Communication in contemplation of crime.
Communications between attorney and client having to do with the client's contemplated criminal acts, or in aid or
furtherance thereof, are not covered by the cloak of privilege ordinarily existing in reference to communications
between attorney and client. But, the mere charge of illegality, not supported by evidence, will not defeat the privilege;
there must be at least prima facie evidence that the illegality has some foundation in fact.
Underhill also states:
There are many other cases to the same effect, for the rule is prostitution of the honorable relation of attorney and
client will not be permitted under the guise of privilege, and every communication made to an attorney by a client for
a criminal purpose is a conspiracy or attempt at a conspiracy which is not only lawful to divulge, but which the
attorney under certain circumstances may be bound to disclose at once in the interest of justice. In accordance with
this rule, where a forged will or other false instrument has come into possession of an attorney through the
instrumentality of the accused, with the hope and expectation that the attorney would take some action in reference
thereto, and the attorney does act, in ignorance of the true character of the instrument, there is no privilege, inasmuch
as full confidence has been withheld. The attorney is then compelled to produce a forged writing against the client.
The fact that the attorney is not cognizant of the criminal or wrongful purpose, or, knowing it, attempts to dissuade his
client, is immaterial. The attorney's ignorance of his client's intentions deprives the information of a professional
character as full confidence has been withheld. (H.C. Underhill, A Treatise on the Law of Criminal Case Evidence, vol.
2, Fifth ed. (1956), Sec. 332, pp. 836-837; emphasis mine).
125 AMERICAN LAW REPORTS ANNOTATED, 516-519, summarizes the rationale of the rule excepting communications with
respect to contemplated criminal or fraudulent acts, thus:
c. Rationale of rule excepting communications with respect to contemplated criminal or fraudulent act.
Various reasons have been announced as being the foundation for the holdings that communications with respect to
contemplated criminal or fraudulent acts are not privileged.
The reason perhaps most frequently advanced is that in such cases there is no professional employment, properly
speaking. Standard F. Ins. Co v. Smithhart (1919) 183 Ky 679, 211 SW. 441, 5 ALR 972; Cummings v. Com. (1927)
221 Ky 301, 298 SW 943; Strong v. Abner (1937) 268 Ky 502, 105 SW(2d) 599; People v. Van Alstine (1885) 57 Mich
69, 23 NW 594; Hamil & Co. v. England(1892) 50 Mo App 338; Carney v. United R. Co. (1920) 205 Mo App 495, 226
SW 308; Matthews v.Hoagland (1891) 48 NJ Eq 455, 21 A 1054; Covency v. Tannahill (1841) 1 Hill (NY) 33, 37 AM
Dec 287; People ex rel. Vogelstein v. Warden (1934) 150 Misc 714, 270 NYS 362 (affirmed without opinion in (1934)
242 App Div 611, 271 NYS 1059); Russell v. Jackson (1851) 9 Hare 387, 68 Eng Reprint 558; Charlton
v. Coombes (1863) 4 Giff 372, 66 Eng Reprint 751; Reg. v. Cox (1884) LR 14 QB Div (Eng) 153 CCR; Re
Postlethwaite (1887) LR 35 Ch Div (Eng) 722.
In Reg. v. Cox (1884) LR 14 QB Div (Eng) 153 CCR, the court said: "In order that the rule may apply, there must
be both professional confidence and professional employment, but if the client has a criminal object in view in his
communications with his solicitor one of these elements must necessarily be absent. The client must either conspire
with his solicitor or deceive him. If his criminal object is avowed, the client does not consult his adviser professionally,
because it cannot be the solicitor's business to further any criminal object. If the client does not avow his object, he
reposes no confidence, for the state of facts which is the foundation of the supposed confidence does not exist. The
solicitor's advice is obtained by a fraud."

So, in Standard F. Ins. Co. v. Smithhart (1919) 183 Ky 679, 211 SW 441, 5 ALR 972, the court said: "The reason of
the principle which holds such communications not to be privileged is that it is not within the professional character of
a lawyer to give advice upon such subjects, and that it is no part of the profession of an attorney or counselor at law
to be advising persons as to how they may commit crimes or frauds, or how they may escape the consequences of
contemplated crimes and frauds. If the crime or fraud has already been committed and finished, a client may advise
with an attorney in regard to it, and communicate with him freely, and the communications cannot be divulged as
evidence without the consent of the client, because it is a part of the business and duty of those engaged in the
practice of the profession of law, when employed and relied upon for that purpose, to give advice to those who have
made infractions of the laws; and, to enable the attorney to properly advise and to properly represent the client in
court or when prosecutions are threatened, it is conducive to the administration of justice that the client shall be free
to communicate to his attorney all the facts within his knowledge, and that he may be assured that a communication
made by him shall not be used to his prejudice."
The protection which the law affords to communications between attorney and client has reference to those which are
legitimately and properly within the scope of a lawful employment, and does not extend to communications made in
contemplation of a crime, or perpetration of a fraud. Strong v.Abner (1937) 368 Ky 502, 105 SW (2d) 599.
The court in People v. Van Alstine (1885) 57 Mich 69, 23 NW 594, in holding not privileged communications to an
attorney having for their object the communication of a crime, said: "They then partake of the nature of a conspiracy,
or attempted conspiracy, and it is not only lawful to divulge such communications, but under certain circumstances it
might become the duty of the attorney to do so. The interests of public justice require that no such shield from
merited exposure shall be interposed to protect a person who takes counsel how he can safely commit a crime. The
relation of attorney and client cannot exist for the purpose of counsel in concocting crimes."
And in Coveney v. Tannahill (1841) 1 Hill (NY) 33, 37 Am Dec 287, the court was of the opinion that there could be no
such relation as that of attorney and client, either in the commission of a crime, or in the doing of a wrong by force or
fraud to an individual, the privileged relation of attorney and client existing only for lawful and honest purposes.
If the client consults the attorney at law with reference to the perpetration of a crime, and they co-operate in effecting
it, there is no privilege, inasmuch as it is no part of the lawyer's duty to aid in crime he ceases to be counsel and
becomes a criminal. Matthews v. Hoagland (1891) 48 NJ Eq 455, 21 A 1054.
The court cannot permit it to be said that the contriving of a fraud forms part of the professional business of an
attorney or solicitor. Charlton v. Coombes (1863) 4 Giff 372, 66 Eng Reprint 751.
If the client does not frankly and freely reveal his object and intention as well as facts, there is not professional
confidence, and therefore no privilege. Matthews v. Hoagland (NJ) supra. See to the same effect Carney v. United
R. Co. (1920) 205 Mo App 495, 226 SW 308.
There is no valid claim of privilege in regard to the production of documents passing between solicitor and client,
when the transaction impeached is charged to be based upon fraud, that is the matter to be investigated, and it is
thought better that the alleged privilege should suffer than that honestly and fair dealing should appear to be violated
with impunity. Smith v. Hunt (1901) 1 Ont L Rep 334.
In Tichborne v. Lushington, shorthand Notes (Eng) p. 5211 (cited in Reg. v. Cox (1884) LR 14 QB Div (Eng) 172
CCR), the chief justice said "I believe the law is, and properly is, that if a party consults an attorney, and obtains
advice for what afterwards turns out to be the commission of a crime or a fraud, that party so consulting the attorney
has no privilege whatever to close the lips of the attorney from stating the truth. Indeed, if any such privilege should
be contended for, or existing, it would work most grievous hardship on an attorney, who, after he had been consulted
upon what subsequently appeared to be a manifest crime and fraud, would have his lips closed, and might place him
in a very serious position of being suspected to be a party to the fraud, and without his having an opportunity of
exculpating himself . . . There is no privilege in the case which I have suggested of a party consulting another, a
professional man, as to what may afterwards turn out to be a crime or fraud, and the best mode of accomplishing it."
In Garside v. Outram (1856) 3 Jur NS (Eng) 39, although the question of privilege as to communications between
attorney and client was not involved, the question directly involved being the competency of a clerk in a business
establishment to testify as to certain information which he acquired while working in the establishment, the court
strongly approved of a view as stated arguendo for plaintiff, in Annesley v. Anglesea (1743) 17 How St Tr (Eng) 1229,
as follows: "I shall claim leave to consider whether an attorney may be examined as to any matter which came to his
knowledge as an attorney. If he is employed as an attorney in any unlawful or wicked act, his duty to the public
obliges him to disclose it; no private obligations can dispense with that universal one which lies on every member of
society to discover every design which may be formed, contrary to the laws of society, to destroy the public welfare.
For this reason, I apprehend that if a secret which is contrary to the public good, such as a design to commit treason,
murder, or perjury, comes to the knowledge of an attorney, even in a cause where he is concerned, the obligation to
the public must dispense with the private obligation to the client."

The court in McMannus v. State (1858) 2 Head (Tenn) 213, said; "It would be monstrous to hold that if counsel was
asked and obtained in reference to a contemplated crime that the lips of the attorney would be sealed, when the facts
might become important to the ends of justice in the prosecution of crime. In such a case the relation cannot be taken
to exist. Public policy would forbid it."
And the court in Lanum v. Patterson (1909) 151 Ill App 36, observed that this rule was not in contravention of sound
public policy, but on the contrary, tended to the maintenance of a higher standard of professional ethics by preventing
the relation of attorney and client from operating as a cloak for fraud.
Communications of a client to an attorney are not privileged if they were a request for advice as to how to commit a
fraud, it being in such a case not only the attorney's privilege, but his duty, to disclose the facts to the court. Will
v. Tornabells & Co. (1907) 3 Porto Rico Fed Rep 125. The court said: "We say this notwithstanding the comments of
opposing counsel as to the indelicacy of his position because of his being now on the opposite side of the issue that
arose as a consequence of the communication he testifies about, and is interested in the cause to the extent of a
large contingent fee, as he confesses."
The object of prohibiting the disclosure of confidential communications is to protect the client, and not to make the
attorney an accomplice or permit him to aid in the commission of a crime. People vs.Petersen (1901) 60 App Div 118,
NYS 941.
The seal of personal confidence can never be used to cover a transaction which is in itself a crime.People
v. Farmer (1909) 194 NY 251, 87 NE 457.
As to disclosing the identity of a client, 81 AM JUR 2d, Witnesses, 410 and 411, pages 366-368, states:
410. Name or identity of client.
Disclosure of a client's identity is necessary proof of the existence of the attorney-client relationship and is not
privileged information. Thus, the attorney-client privilege is inapplicable even though the information was
communicated confidentially to the attorney in his professional capacity and, in some cases, in spite of the fact that
the attorney may have been sworn to secrecy, where an inquiry is directed to an attorney as to the name or identity of
his client. This general rule applies in criminal cases, as well as in civil actions. Where an undisclosed client is a party
to an action, the opposing party has a right to know with whom he is contending or who the real party in interest is, if
not the nominal adversary.
411. Disclosure of identity of client as breach of confidentiality.
The revelation of the identification of a client is not usually considered privileged, except where so much has been
divulged with regard to to legal services rendered or the advice sought, that to reveal the client's name would be to
disclose the whole relationship and confidential communications. However, even where the subject matter of the
attorney-client relationship has already been revealed, the client's name has been deemed privileged.
Where disclosure of the identity of a client might harm the client by being used against him under
circumstances where there are no countervailing factors, then the identity is protected by the attorney-client privilege.
In criminal proceedings, a client's name may be privileged if information already obtained by the tribunal, combined
with the client's identity, might expose him to criminal prosecution for acts subsequent to, and because of, which he
had sought the advice of his attorney.
Although as a general rule, the identity of a defendant in a criminal prosecution is a matter of public record and, thus,
not covered by the attorney-client privilege, where the attorney has surrendered to the authorities physical evidence
in his possession by way of the attorney-client relationship, the state must prove the connection between the piece of
physical evidence and the defendant without in any way relying on the testimony of the client's attorney who initially
received the evidence and, thus, the attorney may not be called to the stand and asked to disclose the identity of the
client. However, an attorney cannot refuse to reveal the identity of a person who asked him to deliver stolen property
to the police department, whether a bona fide attorney-client relationship exists between them, inasmuch as the
transaction was not a legal service or done in the attorney's professional capacity.
Distinction: Where an attorney was informed by a male client that his female acquaintance was
possibly involved in [a] his-and-run accident, the identity of the female did not come within scope of
attorney-client privilege although the identity of the male client was protected. (emphases supplied)
WIGMORE explains why the identity of a client is not within the lawyer-client privilege in this manner:

 2313. Identity of client or purpose of suit. The identity of the attorney's client or the name of the real party in
interest will seldom be a matter communicated in confidence because the procedure of litigation ordinarily
presupposes a disclosure of these facts. Furthermore, so far as a client may in fact desire secrecy and may be able
to secure action without appearing as a party to the proceedings, it would be improper to sanction such a wish. Every
litigant is in justice entitled to know the identity of his opponents. He cannot be obliged to struggle in the dark against
unknown forces. He has by anticipation the right, in later proceedings, if desired, to enforce the legal responsibility of
those who may have maliciously sued or prosecuted him or fraudulently evaded his claim. He has as much right to
ask the attorney "Who fees your fee?" as to ask the witness (966 supra). "Who maintains you during this trial?" upon
the analogy of the principle already examined (2298 supra), the privilege cannot be used to evade a client's
responsibility for the use of legal process. And if it is necessary for the purpose to make a plain exception to the rule
of confidence, then it must be made. (Wigmore on Evidence, vol. 8, (1961), p. 609; emphases supplied).
In 114 ALR, 1322, we also find the following statement:
1. Name or identity.
As is indicated in 28 R.C.L. p. 563, it appears that the rule making communications between attorney and client
privileged from disclosure ordinarily does not apply where the inquiry is confined to the fact of the attorney's
employment and the name of the person employing him, since the privilege presupposes the relationship of client
and attorney, and therefore does not attach to its creation.
At the present stage of the proceedings below, the petitioners have not shown that they are so situated with respect to their
principals as to bring them within any of the exceptions established by American jurisprudence. There will be full opportunity
for them to establish that fact at the trial where the broader perspectives of the case shall have been presented and can be
better appreciated by the court. The insistence for their exclusion from the case is understandable, but the reasons for the
hasty resolution desired is naturally suspect.
We do not even have to go beyond our shores for an authority that the lawyer-client privilege cannot be invoked to prevent the
disclosure of a client's identity where the lawyer and the client are conspirators in the commission of a crime or a fraud. Under
our jurisdiction, lawyers are mandated not to counsel or abet activities aimed at defiance of the law or at lessening confidence
in the legal system (Rule 1.02, Canon 1, Code of Professional Responsibility) and to employ only fair and honest means to
attain the lawful objectives of his client (Rule 19.01, Canon 19, Id.). And under the Canons of Professional Ethics, a lawyer
must steadfastly bear in mind that his great trust is to be performed within and not without the bounds of the law (Canon
15, Id.), that he advances the honor of his profession and the best interest of his client when he renders service or gives
advice tending to impress upon the client and his undertaking exact compliance with the strictest principles of moral law
(Canon 32, Id.). These canons strip a lawyer of the lawyer-client privilege whenever he conspires with the client in the
commission of a crime or a fraud.
I then vote to DENY, for want of merit, the instant petition.
Narvasa, C.J. and Regalado, J., concur.
PUNO, J., dissenting:
This is an important petition for certiorari to annul the resolutions of the respondent Sandiganbayandenying petitioners' motion
to be excluded from the Complaint for recovery of alleged ill-gotten wealth on the principal ground that as lawyers they cannot
be ordered to reveal the identity of their client.
First, we fast forward the facts. The Presidential Commission on Good Government (PCGG) filed Civil Case No. 33 before
the Sandiganbayan against Eduardo M. Cojuangco, Jr., for the recovery of alleged ill-gotten wealth. Sued as co-defendants
are the petitioners in the cases at bar lawyers Teodoro Regala, Edgardo J. Angara, Avelino V. Cruz, Jose Concepcion,
Rogelio A. Vinluan, Victor P. Lazatin, Eduardo Escueta and Paraja Hayudini. Also included as a co-defendant is lawyer Raul
Roco, now a duly elected senator of the Republic. All co-defendants were then partners of the law firm, Angara, Abello,
Concepcion, Regala and Cruz Law Offices, better known as the ACCRA Law Firm. The Complaint against Cojuangco, Jr., and
the petitioners alleged, inter alia, viz:
xxx xxx xxx
The wrongs committed by defendants acting singly or collectively and in unlawful concert with one another, include
the misappropriation and theft of public funds, plunder of the nation's wealth, extortion, blackmail, bribery,
embezzlement and other acts of corruption, betrayal of public trust and brazen abuse of power as more fully
described (in the subsequent paragraphs of the complaint), all at the expense and to the grave and irreparable
damage of Plaintiff and the Filipino people.

Defendants Eduardo Cojuangco, Jr., Edgardo J. Angara, Jose C. Concepcion, Teodoro D. Regala, Avelino V. Cruz,
Regalio A. Vinluan, Eduardo U. Escueta, Paraja G. Hayudini and Raul S. Roco of Angara, Concepcion, Cruz, Regala,
and Abello law offices (ACCRA) plotted, devised, schemed, conspired and confederated with each other in setting up,
through the use of the coconut levy funds, the financial and corporate framework and structures that led to the
establishment of UCPB, UNICOM, COCOLIFE, COCOMARK, CIC and more than twenty other coconut levy funded
corporations, including the acquisition of the San Miguel Corporation shares and the institutionalization through
presidential directives of the coconut monopoly. through insidious means and machinations, ACCRA, using its whollyowned investment arm, ACCRA Investments Corporation, became the holder of approximately fifteen million shares
representing roughly 3.3% of the total outstanding capital stock of UCPB as of 31 March 1987. This ranks ACCRA
Investments Corporation number 44 among the top 100 biggest stockholders of UCPB which has approximately
1,400,000 shareholders. On the other hand, corporate books show the name Edgardo J. Angara as holding
approximately 3,744 shares as of 7 June 1984.
In their Answer, petitioners alleged that the legal services offered and made available by their firm to its clients include: (a)
organizing and acquiring business organizations, (b) acting as incorporators or stockholders thereof, and (c) delivering to
clients the corresponding documents of their equity holdings (i.e., certificates of stock endorsed in blank or blank deeds of trust
or assignment). They claimed that their activities were "in furtherance of legitimate lawyering."
In the course of the proceedings in the Sandiganbayan, the PCGG filed a Motion to Admit Third Amended Complaint and the
Third Amended Complaint excluding lawyer Roco as party defendant. Lawyer Roco was excluded on the basis of his promise
to reveal the identity of the principals for whom he acted as nominee/stockholder in the companies involved in the case.
The Sandiganbayan ordered petitioners to comment on the motion. In their Comment, petitioners demanded that they be
extended the same privilege as their co-defendant Roco. They prayed for their exclusion from the complaint. PCGG agreed
but set the following conditions: (1) disclosure of the identity of their client; (2) submission of documents substantiating their
lawyer-client relationship; and (3) submission of the deeds of assignment petitioners executed in favor of their client covering
their respective shareholdings. The same conditions were imposed on lawyer Roco.
Petitioners refused to comply with the PCGG conditions contending that the attorney-client privilege gives them the right not to
reveal the identity of their client. They also alleged that lawyer Roco was excluded though he did not in fact reveal the identity
of his clients. On March 18, 1992, the Sandiganbayan denied the exclusion of petitioners in Case No. 33. It held:
xxx xxx xxx
ACCRA lawyers may take the heroic stance of not revealing the identity of the client for whom they have acted, i.e.,
their principal, and that will be their choice. But until they do identify their clients, considerations of whether or not the
privilege claimed by the ACCRA lawyers exists cannot even begin to the debated. The ACCRA lawyers cannot
excuse themselves from the consequences of their acts until they have begun to establish the basis for recognizing
the privilege; the existence and identity of the client.
This is what appears to be the cause for which they have been impleaded by the PCGG as defendants herein.
5. The PCGG is satisfied that defendant Roco has demonstrated his agency and that Roco has apparently identified
his principal, which revelation could show the lack of course against him. This in turn has allowed the PCGG to
exercise its power both under the rules of Agency and under Section 5 of E.O. No. 14-A in relation to the Supreme
Court's ruling in Republic v. Sandiganbayan (173 SCRA 72).
The PCGG has apparently offered to the ACCRA lawyers the same conditions availed of by Roco; full disclosure in
exchange for exclusion from these proceedings (par. 7, PCGG's COMMENT dated November 4, 1991). The ACCRA
lawyers have preferred not to make the disclosures required by the PCGG.
The ACCRA lawyers cannot, therefore, begrudge the PCGG for keeping them as a party defendants. In the same
vein, they cannot compel the PCGG to be accorded the same treatment accorded to Roco.
Neither can this Court.
WHEREFORE, the Counter Motion dated October 8, 1991 filed by the ACCRA lawyers and joined in by Atty. Paraja
G. Hayudini for the same treatment by the PCGG as accorded to Raul S. Roco is DENIED for lack of merit.
Sandiganbayan later denied petitioners' motions for reconsideration in its resolutions dated May 21, 1988 and September 3,
1992.
In this petition for certiorari, petitioners contend:

I
The Honorable Sandiganbayan gravely abused its discretion in subjecting petitioners ACCRA lawyers who
indisputably acted as lawyers in serving as nominee-stockholders, to the strict application of the law agency.
II
The Honorable Sandiganbayan committed grave abuse of discretion in not considering petitioners ACCRA lawyers
and Mr. Roco as similarly situated and, therefore, deserving of equal treatment.
1. There is absolutely no evidence that Mr. Roco had revealed, or had undertaken to reveal, the
identities of the client(s) for whom he acted as nominee-stockholder.
2. Even assuming that Mr. Roco had revealed, or had undertaken to reveal, the identities of the
client(s), the disclosure does not constitute a substantial distinction as would make the
classification reasonable under the equal protection clause.
3. Respondent Sandiganbayan sanctioned favoritism and undue preference in favor of Mr. Roco
and violation of the equal protection clause.
III
The Honorable Sandiganbayan committed grave abuse of discretion in not holding that, under the facts of this case,
the attorney-client privilege prohibits petitioners ACCRA lawyers from revealing the identity of their client(s) and the
other information requested by the PCGG.
1. Under the peculiar facts of this case, the attorney-client privilege includes the identity of the
client(s).
2. The factual disclosures required by the PCGG are not limited to the identity of petitioners ACCRA
lawyers' alleged client(s) but extend to other privileged matters.
IV
The Honorable Sandiganbayan committed grave abuse of discretion in not requiring that the dropping of partydefendants by the PCGG must be based on reasonable and just grounds and with due consideration to the
constitutional right of petitioners ACCRA lawyers to the equal protection of the law.
The petition at bar is atypical of the usual case where the hinge issue involves the applicability of attorney-client privilege. It
ought to be noted that petitioners were included as defendants in Civil Case No. 33 as conspirators. Together with Mr.
Cojuangco, Jr., they are charged with having ". . . conspired and confederated with each other in setting up, through the use of
the coconut levy funds, the financial and corporate framework and structures that led to the establishment of UCPB, UNICOM,
COCOLIFE, COCOMARK, CICI and more than twenty other coconut levy funded corporations, including the acquisition of San
Miguel Corporation shares and the institutionalization through presidential directives of the coconut monopoly." To stress,
petitioners are charged with having conspired in the commission of crimes. The issue of attorney-client privilege arose when
PCGG agreed to exclude petitioners from the complaint on condition they reveal the identity of their client. Petitioners refused
to comply and assailed the condition on the ground that to reveal the identity of their client will violate the attorney-client
privilege.
It is thus necessary to resolve whether the Sandiganbayan committed grave abuse of discretion when it rejected petitioners'
thesis that to reveal the identity of their client would violate the attorney-client privilege. The attorney-client privilege is the
oldest of the privileges for confidential communications known to the common law. 1 For the first time in this jurisdiction, we are
asked to rule whether the attorney-client privilege includes the right not to disclose the identity of client. The issue poses a
trilemma for its resolution requires the delicate balancing of three opposing policy considerations. One overriding policy
consideration is the need for courts to discover the truth for truth alone is the true touchstone of justice. 2 Equally compelling is
the need to protect the adversary system of justice where truth is best extracted by giving a client broad privilege to confide
facts to his counsel. 3 Similarly deserving of sedulous concern is the need to keep inviolate the constitutional right against selfincrimination and the right to effective counsel in criminal litigations. To bridle at center the centrifugal forces of these policy
considerations, courts have followed to prudential principle that the attorney-client privilege must not be expansively construed
as it is in derogation of the search for truth. 4 Accordingly, a narrow construction has been given to the privilege and it has been
consistently held that "these competing societal interests demand that application of the privilege not exceed that which is
necessary to effect the policy considerations underlying the privilege, i.e., the privilege must be upheld only in those
circumstances for which it was created.'" 5

Prescinding from these premises, our initial task is to define in clear strokes the substantive content of the attorney-client
privilege within the context of the distinct issues posed by the petition at bar. With due respect, I like to start by stressing the
irreducible principle that the attorney-client privilege can never be used as a shield to commit a crime or a fraud.
Communications to an attorney having for their object the commission of a crime ". . . partake the nature of a conspiracy, and it
is not only lawful to divulge such communications, but under certain circumstances it might become the duty of the attorney to
do so. The interests of public justice require that no such shield from merited exposure shall be interposed to protect a person
who takes counsel how he can safely commit a crime. The relation of attorney and client cannot exist for the purpose of
counsel in concocting crimes." 6 In the well chosen words of retired Justice Quiason, a lawyer is not a gun for hire. 7 I hasten to
add, however, that a mere allegation that a lawyer conspired with his client to commit a crime or a fraud will not defeat the
privilege. 8 As early as 1933, no less than the Mr. Justice Cardozo held in Clark v. United States 9 that: "there are early cases
apparently to the effect that a mere charge of illegality, not supported by any evidence, will set the confidences free . . . But
this conception of the privilege is without support . . . To drive the privilege away, there must be 'something to give colour to the
charge;' there must be prima facie evidence that it has foundation in fact." In the petition at bar, however, the PCGG appears
to have relented on its original stance as spelled out in its Complaint that petitioners are co-conspirators in crimes and cannot
invoke the attorney-client privilege. The PCGG has agreed to exclude petitioners from the Complaint provided they reveal the
identity of their client. In fine, PCGG has conceded that petitioner are entitled to invoke the attorney-client privilege if they
reveal their client's identity.
Assuming then that petitioners can invoke the attorney-client privilege since the PCGG is no longer proceeding against them
as co-conspirators in crimes, we should focus on the more specific issue of whether the attorney-client privilege includes the
right not to divulge the identity of a client as contended by the petitioners. As a general rule, the attorney-client privilege does
not include the right of non-disclosure of client identity. The general rule, however, admits of well-etched exceptions which the
Sandiganbayan failed to recognize. The general rule and its exceptions are accurately summarized in In re Grand Jury
Investigation, 10 viz:
The federal forum is unanimously in accord with the general rule that the identity of a client is, with limited exceptions,
not within the protective ambit of the attorney-client privilege. See: In re Grand Jury Proceedings (Pavlick), 680 F.2d
1026, 1027 (5th Cir. 1982) (en banc); In re Grand Jury Proceedings (Jones), 517 F. 2d 666, 670-71 (5th Cir. 1975); In
re Grand Jury Proceedings (Fine), 651 F. 2d 199, 204 (5th Cir. 1981); Frank v. Tomlinson, 351 F.2d 384 (5th Cir.
1965), cert. denied, 382 U.S. 1082, 86 S.Ct. 648, 15 L.Ed.2d 540 (1966); In re Grand Jury Witness (Salas), 695 F.2d
359, 361 (9th Cir. 1982); In re Grand Jury Subpoenas Duces Tecum (Marger/Merenbach), 695 F.2d 363, 365 (9th Cir.
1982); In re Grand Jury Proceedings (Lawson), 600 F.2d 215, 218 (9th Cir. 1979).
The Circuits have embraced various "exceptions" to the general rule that the identity of a client is not within the
protective ambit of the attorney-client privilege. All such exceptions appear to be firmly grounded in the Ninth Circuit's
seminal decision in Baird v. Koerner, 279 F.2d 633 (9th Cir. 1960). In Baird the IRS received a letter from an attorney
stating that an enclosed check in the amount of $12,706 was being tendered for additional amounts due from
undisclosed taxpayers. When the IRS summoned the attorney to ascertain the identity of the delinquent taxpayers the
attorney refused identification assertion the attorney-client privilege. The Ninth Circuit, applying California law,
adjudged that the "exception" to the general rule as pronounced in Ex parte McDonough, 170 Cal. 230, 149 P. 566
(1915) controlled:
The name of the client will be considered privileged matter where the circumstances of the case
are such that the name of the client is material only for the purpose of showing an acknowledgment
of guilt on the part of such client of the very offenses on account of which the attorney was
employed.
Baird, supra, 279 F.2d at 633. The identity of the Baird taxpayer was adjudged within this exception to the general
rule. The Ninth Circuit has continued to acknowledge this exception.
A significant exception to this principle of non-confidentiality holds that such information may be
privileged when the person invoking the privilege is able to show that a strong possibility exists that
disclosure of the information would implicate the client in the very matter for which legal advice was
sought in the first case.
In re Grand Jury Subpoenas Duces Tecum (Marger/Merenbach), 695 F.2d 363, 365 (9th Cir. 1982). Accord: United
States v. Hodge and Zweig, 548 F.2d 1347, 1353 (9th Cir. 1977); In re Grand Jury Proceedings (Lawson), 600 F.2d
215, 218 (9th Cir. 1979); United States v. Sherman, 627 F.2d 189, 190-91 (9th Cir. 1980); In re Grand Jury Witness
(Salas), 695 F.2d 359, 361 (9th Cir. 1982). This exception, which can perhaps be most succinctly characterized as the
"legal advice" exception, has also been recognized by other circuits. See: In re Walsh, 623 F.2d 489, 495 (7th Cir.),
cert. denied, 449 U.S. 994, 101 S. Ct. 531, 66 L.Ed.2d 291 (1980); In re Grand Jury Investigation (Tinari), 631 F.2d
17, 19 (3d Cir 1980), cert. denied, 449 U.S.1083, 101 S.Ct. 869-70, 66 L.Ed.2d 808 (1981). Since the legal advice
exception is firmly grounded in the policy of protecting confidential communications, this Court adopts and applies its
principles herein. See: In re Grand Jury Subpoenas Duces Tecum (Marger/Merenbach), supra.

It should be observed, however that the legal advice exception may be defeated through a prima facie showing that
the legal representation was secured in furtherance of present or intended continuing illegality, as where the legal
representation itself is part of a larger conspiracy. See: In re Grand Jury Subpoenas Decus Tecum
(Marger/Merenbach), supra, 695 F.2d at 365 n. 1; In re Walsh, 623 F.2d 489, 495 (7th Cir.), cert. denied, 449, U.S.
994, 101 S.Ct. 531, 66 L.Ed. 2d 291 (1980); In re Grand Jury Investigation (Tinari), 631 F.2d 17, 19 (3d Cir 1980);
cert. denied, 449 U.S. 1083, 101 S.Ct. 869, 66 L.Ed. 2d 808 (1981); In re Grand Jury Proceedings (Lawson), 600
F.2d 215, 218 (9th Cir. 1979); United States v. Friedman, 445 F.2d 1076, 1086 (9th Cir. 1971). See also: Clark
v. UnitedStates, 289 U.S. 1, 15, 53, S.Ct. 465, 469, 77, L.Ed. 993 (1933); In re Grand Jury Proceedings (Pavlick), 680
F.2d 1026, 1028-29 (5th Cir. 1982 (en banc).
Another exception to the general rule that the identity of a client is not privileged arises where disclosure of the
identity would be tantamount to disclosing an otherwise protected confidential communication. In Baird, supra, the
Ninth Circuit observed:
If the identification of the client conveys information which ordinarily would be conceded to be part
of the usual privileged communication between attorney and client, then the privilege should extend
to such identification in the absence of another factors.
Id., 279 F.2d at 632. Citing Baird, the Fourth Circuit promulgated the following exception:
To the general rule is an exception, firmly embedded as the rule itself. The privilege may be
recognized where so much of the actual communication has already been disclosed that
identification of the client amounts to disclosure of a confidential communication.
NLRB v. Harvey, 349 F.2d 900, 905 (4th Cir. 1965). Accord: United States v. Tratner, 511 F.2d 248, 252 (7th Cir.
1975); Colton v. United States, 306 F.2d 633, 637 (2d Cir. 1962), cert. denied, 371 U.S. 951, 83 S.Ct. 505, 9 L.Ed.2d
499 1963); Tillotson v. Boughner, 350 F.2d 663, 666 (7th Cir. 1965);United States v. Pape, 144 F.2d 778, 783 (2d Cir.
1944). See also: Chirac v. Reinecker, 24 U.S. (11 Wheat) 280, 6 L.Ed. 474 (1826). The Seventh Circuit has added to
the Harvey exception the following emphasized caveat:
The privilege may be recognized where so much of the actual communication has already been
disclosed [not necessarily by the attorney, but by independent sources as well] that identification of
the client [or of fees paid] amounts to disclosure of a confidential communication.
United States vs. Jeffers, 532 F.2d 1101, 1115 (7th Cir. 1976 (emphasis added). The Third Circuit, applying this
exception, has emphasized that it is the link between the client and the communication, rather than the link between
the client and the possibility of potential criminal prosecution, which serves to bring the client's identity within the
protective ambit of the attorney-client privilege. See: In re Grand Jury Empanelled February 14, 1978 (Markowitz),
603 F.2d 469, 473 n. 4 (3d Cir. 1979). Like the "legal advice" exception, this exception is also firmly rooted in
principles of confidentiality.
Another exception, articulated in the Fifth Circuit's en banc decision of In re Grand Jury Proceedings (Pavlick), 680
F.2d 1026 (5th Cir. 1982 (en banc), is recognized when disclosure of the identity of the client would provide the "last
link" of evidence:
We have long recognized the general rule that matters involving the payment of fees and the
identity of clients are not generally privileged. In re Grand Jury Proceedings, (United States v.
Jones), 517 F.2d 666 (5th Cir. 1975); see cases collected id. at 670 n. 2. There we also recognized,
however, a limited and narrow exception to the general rule, one that obtains when the disclosure
of the client's identity by his attorney would have supplied the last link in an existing chain of
incriminating evidence likely to lead to the client's indictment.
I join the majority in holding that the Sandiganbayan committed grave abuse of discretion when it misdelineated the metes and
bounds of the attorney-client privilege by failing to recognize the exceptions discussed above.
Be that as it may, I part ways with the majority when it ruled that petitioners need not prove they fall within the exceptions to
the general rule. I respectfully submit that the attorney-client privilege is not a magic mantra whose invocation will ipso
facto and ipso jure drape he who invokes it with its protection. Plainly put, it is not enough to assert the privilege. 11 The person
claiming the privilege or its exceptions has the obligation to present the underlying facts demonstrating the existence of the
privilege. 12 When these facts can be presented only by revealing the very information sought to be protected by the privilege,
the procedure is for the lawyer to move for an inspection of the evidence in an in camera hearing. 13 The hearing can even be
in camera and ex-parte. Thus, it has been held that "a well-recognized means for an attorney to demonstrate the existence of
an exception to the general rule, while simultaneously preserving confidentiality of the identity of his client, is to move the court
for an in camera ex-parte hearing. 14 Without the proofs adduced in these in camera hearings, the Court has no factual basis to
determine whether petitioners fall within any of the exceptions to the general rule.

In the case at bar, it cannot be gainsaid that petitioners have not adduced evidence that they fall within any of the above
mentioned exceptions for as aforestated, the Sandiganbayan did not recognize the exceptions, hence, the order compelling
them to reveal the identity of their client. In ruling that petitioners need not further establish the factual basis of their claim that
they fall within the exceptions to the general rule, the majority held:
The circumstances involving the engagement of lawyers in the case at bench therefore clearly reveal that the instant
case falls under at least two exceptions to the general rule. First, disclosure of the alleged client's name would lead to
establish said client's connection with the very fact in issue of the case, which is privileged information, because the
privilege, as stated earlier, protects the subject matter or the substance (without which there would be no attorneyclient relationship). Furthermore, under the third main exception, revelation of the client's name would obviously
provide the necessary link for the prosecution to build its case, where none otherwise exists. It is the link, in the word
of Baird, "that would inevitably form the chain of testimony necessary to convict the (client) of a . . . crime.
I respectfully submit that the first and third exceptions relied upon by the majority are not self-executory but need factual basis
for their successful invocation. The first exception as cited by the majority is ". . . where a strong probability exists that
revealing the clients' name would implicate that client in the very activity for which he sought the lawyer's advice." It seems to
me evident that "the very activity for which he sought the lawyer's advice" is a question of fact which must first be established
before there can be any ruling that the exception can be invoked. The majority cites Ex Parte Enzor, 15 and
U S v. Hodge and Zweig, 16 but these cases leave no doubt that the "very activity" for which the client sought the advice of
counsel was properly proved. In both cases, the "very activity" of the clients reveal they sought advice on their criminal
activities. Thus, in Enzor, the majority opinion states that the "unidentified client, an election official, informed his attorney in
confidence that he had been offered a bribe to violate election laws or that he had accepted a bribe to that end." 17 In Hodge,
the "very activity" of the clients deals with illegal importation of drugs. In the case at bar, there is no inkling whatsoever about
the "very activity" for which the clients of petitioners sought their professional advice as lawyers. There is nothing in the
records that petitioners were consulted on the "criminal activities" of their client. The complaint did allege that petitioners and
their client conspired to commit crimes but allegations are not evidence.
So it is with the third exception which as related by the majority is "where the government's lawyers have no case against an
attorney's client unless, by revealing the client's name, the said name would furnish the only link that would form the chain of
testimony necessary to convict an individual of a crime." 18 Again, the rhetorical questions that answer themselves are: (1) how
can we determine that PCGG has "no case" against petitioners without presentation of evidence? and (2) how can we
determine that the name of the client is the only link without presentation of evidence as to the other links? The case of Baird
vs. Koerner 19 does not support the "no need for evidence" ruling of the majority. In Baird, as related by the majority itself, "a
lawyer was consulted by the accountants and the lawyer of certain undisclosed taxpayers regarding steps to be taken to place
the undisclosed taxpayers in a favorable position in case criminal charges were brought against them by the US Internal
Revenue Service (IRS). It appeared that the taxpayers' returns of previous years were probably incorrect and the taxes
understated. 20 Once more, it is clear that the Baird court was informed of the activity of the client for which the lawyer was
consulted and the activity involved probable violation of the tax laws. Thus, the Court held:
The facts of the instant case bring it squarely within that exception to the general rule. Here money was received by
the government, paid by persons who thereby admitted they had not paid a sufficient amount in income taxes some
one or more years in the past. The names of the clients are useful to the government for but one purpose to
ascertain which taxpayers think they were delinquent, so that it may check the records for that one year or several
years. The voluntary nature of the payment indicates a belief by the taxpayers that more tax or interest or penalties
are due than the sum previously paid, if any. It indicates a feeling of guilt for nonpayment of taxes, though whether it
is criminal guilt is undisclosed. But it may well be the link that could form the chain of testimony necessary to convict
an individual of a federal crime. Certainly the payment and the feeling of guilt are the reasons the attorney here
involved was employed to advise his clients what, under the circumstances, should be done.
In fine, the factual basis for the ruling in Baird was properly established by the parties. In the case at bar, there is no evidence
about the subject matter of the consultation made by petitioners' client. Again, the records do not show that the subject matter
is criminal in character except for the raw allegations in the Complaint. Yet, this is the unstated predicate of the majority ruling
that revealing the identity of the client ". . . would furnish the only link that would form the chain of testimony necessary to
convict an individual of a crime." The silent implication is unflattering and unfair to petitioners who are marquee names in the
legal profession and unjust to their undisclosed client.
Finally, it ought to be obvious that petitioners' right to claim the attorney-client privilege is resolutory of the Complaint against
them, and hence should be decided ahead and independently of their claim to equal protection of the law. Pursuant to the rule
in legal hermeneutics that courts should not decide constitutional issues unless unavoidable, I also respectfully submit that
there is no immediate necessity to resolve petitioners' claim to equal protection of the law at this stage of the proceedings.
IN VIEW WHEREOF, I respectfully register a qualified dissent from the majority opinion.

G.R. No. 138231

February 21, 2002

GREGORIO R. CASTILLO, petitioner,

vs.
SANDIGANBAYAN and the REPUBLIC OF THE PHILIPPINES, respondents.
DECISION
BUENA, J.:
This is a petition for certiorari, seeking to annul the Resolutions dated November 24, 1998 and February 18, 1999 of the
Sandiganbayan in Civil Case No. 0014, which denied petitioners motion to dismiss the complaint as against him pursuant to the ruling
of this Court in Regala vs. Sandiganbayan, 262 SCRA 123.
On July 23, 1987, the Republic of the Philippines filed with the Sandiganbayan a complaint for reconveyance, reversion, accounting,
restitution and damages against several persons one of which is petitioner. The case was docketed as Civil Case No. 0014. The
allegations pertinent to the petitioner reads:
"10. Defendant GREGORIO R. CASTILLO acted as a dummy, nominee and/or agent of Defendants Ferdinand E. Marcos, Imelda R.
Marcos, Modesto Enriquez, Trinidad Diaz-Enriquez, Rebecco Panlilio, Erlinda Enriquez Panlilio and Leandro Enriquez in establishing
Hotel properties Inc. in order to acquire beneficial interest and control, and conceal ownership, of Silahis International Hotel. He may be
served with summons and other court processes at his last known address at 8th Floor Singapore Airlines Bldg., 138 H.V. de la Costa
St., Salcedo Village, Makati, Metro Manila.
"x x x

xxx

xxx

"x x x

xxx

xxx

"15. Defendant spouses Rebecco Panlilio and Erlinda Enriquez-Panlilio, spouses, Modesto Enriquez and Trinidad Diaz-Enriquez,
spouses, Leandro Enriquez, Guillermo Gastrock, Ernesto Abalos and Gregorio R. Castillo in unlawful concert with Defendants
Ferdinand E. Marcos and Imelda R. Marcos, taking undue advantage of their close relationship with the latter Defendant spouses, in
order to enrich themselves at the expense of Plaintiff, devised several schemes and strategems, as follows:" 1
After petitioner moved for a bill of particulars, the Republic filed a Submission attaching a copy of its "Complaint (Expanded per CourtApproved Plaintiffs Manifestation/Motion dated December 8, 1987)" (hereafter the Expanded Complaint). The Republic expanded
paragraph 15 (c) of its complaint to read as follows:
"(c) Acquired the controlling interest in the Silahis International Hotel, Inc. by the purchase from the Development Bank of the
Philippines (DBP) of seventy-one (71%) per cent of the capital stock of said Silahis International Hotel Inc. and assignment of DBPs
various receivable from Silahis worth P187,641,502.76 with the active collaboration, knowledge and willing participation of its ViceChairman, Defendant Don M. Ferry who signed all the documents pertaining to such sale and assignment, for the grossly undervalued
amount of only P120 Million, to the serious detriment of Plaintiff and the Filipino people. Defendant Gregorio R. Castillo signed all
pertinent documents as attorney-in-fact of the defendants Enriquezes and Panlilios."2
On February 29, 1988, petitioner filed his Answer including a counterclaim against the Republic. As an affirmative defense, petitioner
alleged in his Answer that:
"3. To the extent that it has been brought against defendant as attorney-in-fact of the defendants Enriquezes and Panlilios who as such
signed all pertinent documents for the latter, without any allegations of knowledge of or participation in the wrongful acts within which
the other defendants are charged, the complainant, insofar as defendant is concerned, has been brought against one who is not a realparty-interest."3
On October 24, 1992, petitioner died. Subsequently, a motion to dismiss was filed by his counsel on the ground that since the complaint
is one for recovery of money, debt or interest thereon, it does not survive the death of petitioner.
On February 19, 1993, the Sandiganbayan promulgated a Resolution denying petitioners motion to dismiss. It ruled that respondents
cause of action as against petitioner is not abated by the latters death, the case being not only one for recovery of money, debt or
interest thereon, but one for recovery of real and personal property and that the cause of action being inclusive of claim for damages for
tortuous misconduct.

On October 15, 1996, petitioner, represented by his heirs, field another Motion to Dismiss on the ground that the Complaint against him
is violative of the lawyer-client confidentiality privilege and must be dismissed pursuant to the Supreme Courts decision in Regala vs.
Sandiganbayan, promulgated on September 20, 1996.
The respondent Republic filed an Opposition to the Motion to Dismiss.
On November 26, 1998, the Sandiganbayan promulgated the herein assailed Resolution dated November 24, 1998 denying the motion
to dismiss on the ground that petitioner is being sued as principal defendant for being in conspiracy with other defendants in the
commission of the acts complained of. The pertinent portions of the said resolution read:
"In the instant case, the cause of action against herein defendant Castillo is clearly spelled out in paragraphs 9 and 15 of the
Complaint, to wit:
9. Defendant GREGORIO R. CASTILLO acted as dummy, nominee and/or agent of Defendants Ferdinand E. Marcos, Imelda R.
Marcos, Modesto Enriquez, Trinidad Diaz-Enriquez, Rebecco Panlilio, Erlinda Enriquez Panlilio and Leandro Enriquez in establishing
Hotel Properties Inc. in order to acquire beneficial interest and control, and conceal ownership, of Silahis International Hotel. He may be
served with summons and other court processes at his last known address at 8th Floor Singapore Airlines Bldg., 138 H.V. de la Costa
St., Salcedo Village, Makati, Metro Manila.
x x x

xxx

xxx

x x x

xxx

xxx

"15. Defendant spouses Rebecco Panlilio and Erlinda Enriquez-Panlilio, spouses, Modesto Enriquez and Trinidad Diaz-Enriquez,
spouses, Leandro Enriquez, Guillermo Gastrock, Ernesto Abalos and Gregorio R. Castillo in unlawful concert with Defendants
Ferdinand E. Marcos and Imelda R. Marcos, taking undue advantage of their close relationship with the latter Defendant spouses, in
order to enrich themselves at the expense of Plaintiff, devised several schemes and strategems, as follows:
"Thus, We subscribe to the plaintiffs opposition that defendant Castillo is being sued as principal defendant for being in conspiracy with
the other defendants in the commission of the acts complained of.
"The lawyer-client confidentiality privilege invoked by defendant Castillo in seeking the dismissal of this case is a matter of defense and
is premature to be taken into consideration at this stage of the proceedings. In fact this is one of the issues in this case as defendant
Castillo in paragraph 3 of his Answer denied the allegations in paragraph 9 of the complaint claiming that he merely acted in his
professional capacity as counsel for the defendants Enriquezes and Panlilios.
"The fact that in PCGGs expanded complaint it subsequently alleged with particularity that defendant Castillos only participation was
that he signed all pertinent documents as attorney-in-fact of defendant Enriquezes, the same did not in any manner change the cause
of action against defendant Castillo but merely supplements the same.
"PREMISES CONSIDERED and for utter lack of merit, the instant motion to dismiss is hereby DENIED." 4
Petitioner filed a motion for reconsideration but the same was likewise denied.
Hence, the present petition.
Petitioner submits that:
"Respondent court committed grave abuse of discretion in disregarding the ruling of this court in Regala v. Sandiganbayan, et al. and in
refusing to dismiss Civil Case No. 0014 as against petitioner."
Petitioner argues that the suit against him is violative of the lawyer-client confidentiality privilege and must be dismissed pursuant to this
Courts decision in Regala vs. Sandiganbayan.
On the other hand, the respondent Republic contends that the ruling in Regala does not apply to the present case, because in said
case, there was a clear finding that the ACCRA lawyers were impleaded by the PCGG as co-defendants to force them to disclose the
identity of their clients as shown by the PCGGs willingness to cut a deal with the ACCRA lawyers the names of their clients in
exchange for exclusion from the complaint. In the present case, continues the respondent Republic, petitioner is being sued as principal
defendant for being in conspiracy with the other defendants in the commission of the act complained of, and he is not being required to
name his clients.

Respondent Republic also posits that petitioners claim that he merely acted in his professional capacity as counsel with neither
participation in nor knowledge of the unlawful acts allegedly committed by his clients, is a mere allegation that has to be proven.
We find for the petitioner.
It is true that unlike in Regala, petitioner in the present case is not being required to name his clients. However, the case of Regala is
still applicable to the present case because the two cases are the same in more important aspects.
The fact of the lawyer-client relationship between petitioner and defendants Enriquezes and Panlilios was immediately raised by
petitioner as one of his affirmative defenses. In the same vein, in Regala the professional relationship was raised merely as a defense
by defendant lawyers and was not yet proved during the trial. This notwithstanding, this Court struck out the complaint against the
lawyers.
The respondent Republic argued in its Comment that:
"Moreover, the rule of confidentiality under the lawyer-client relationship is not a valid ground to dismiss a complaint against a party. It is
merely a ground for disqualification of a witness (Section 24, Rule 130, Rules of Court) and may only be invoked at the appropriate
time, such as, when a lawyer is under compulsion to answer as witness, as when, having taken the witness stand, he is questioned on
such confidential communication or advice, or is being otherwise judicially coerced to produce, through subpoena duces tecum to
otherwise, letters or other documents containing the same privileged matter. But defendant is not being required to testify about or
otherwise reveal any confidential communication made by the client to him or his advice given thereon. What is clear from the
complaint is that defendant is being sued as principal defendant for being in conspiracy with the other defendants in the commission of
the acts complained of.
"Besides, the attorney-client privileged communication does not apply if the confidence received by an attorney is for the purpose of
advancing a criminal or fraudulent purpose."5
This was the same argument raised by the Republic in the case of Regala. In overruling the Republics position, this Court ruled:
"An argument is advanced that the invocation by petitioners of the privilege of attorney-client confidentiality at this stage of the
proceedings is premature and that they should wait until they are called to testify and examine as witnesses as to matters learned in
confidence before they can raise their objection. But petitioners are not mere witnesses.1wphi1 They are co-principals in the case for
recovery of alleged ill-gotten wealth. They have made their position clear from the very beginning that they are not willing to testify and
they cannot be compelled to testify in view of their constitutional right against self-incrimination and of their fundamental legal right to
maintain inviolate the privilege of attorney-client confidentiality."6
The doctrine of adherence to judicial precedents or stare decisis is provided in Art. 8 of the Civil Code. The doctrine is enunciated thus:
"The doctrine of stare decisis enjoins adherence to judicial precedents. It requires courts in a country to follow the rule established in a
decision of the Supreme Court thereof. That decision becomes a judicial precedent to be followed in subsequent cases by all courts in
the land. The doctrine of stare decisis is based on the principle that once a question of law has been examined and decided, it should
be deemed settled and closed to further argument."7
WHEREFORE, the Resolutions of the Sandiganbayan dated November 24, 1998 and February 18, 1999 are hereby ANNULLED and
SET ASIDE. Respondent Sandiganbayan is further ordered to exclude petitioner Gregorio R. Castillo as party-defendant in SB Civil
Case NO. 0014 entitled Republic of the Philippines vs. Modesto Enriquez, et al.
SO ORDERED.

Adm. Case No. 6708 August 25, 2005

(CBD Case No. 01-874)
FELICITAS S. QUIAMBAO, Complainant,
vs.
ATTY. NESTOR A. BAMBA, Respondent.
RESOLUTION

DAVIDE, JR., C.J.:

We are aware of the hapless fact that there are not enough lawyers to serve an exploding population. This unfortunate state of affairs,
however, will not seize this Court from exercising its disciplinary power over lawyers culpable of serious indiscretions. The incidence of
public force must be deployed to bear upon the community to eventually forge a legal profession that provides quality, ethical,
accessible, and cost-effective legal service to our people and whose members are willing and able to answer the call to public service.
In this administrative case for disbarment, complainant Felicitas S. Quiambao charges respondent Atty. Nestor A. Bamba with violation
of the Code of Professional Responsibility for representing conflicting interests when the latter filed a case against her while he was at
that time representing her in another case, and for committing other acts of disloyalty and double-dealing.
From June 2000 to January 2001, the complainant was the president and managing director of Allied Investigation Bureau, Inc. (AIB), a
family-owned corporation engaged in providing security and investigation services. She avers that she procured the legal services of
the respondent not only for the corporate affairs of AIB but also for her personal case. Particularly, the respondent acted as her counsel
of record in an ejectment case against Spouses Santiago and Florita Torroba filed by her on 29 December 2000 before the Metropolitan
Trial Court (MeTC) of Paraaque City, which was docketed as Civil Case No. 11928. She paid attorneys fees for respondents legal
services in that case.1 About six months after she resigned as AIB president, or on 14 June 2001, the respondent filed on behalf of AIB
a complaint for replevin and damages against her before the MeTC of Quezon City for the purpose of recovering from her the car of AIB
assigned to her as a service vehicle. This he did without withdrawing as counsel of record in the ejectment case, which was then still
pending.2
Apart from the foregoing litigation matter, the complainant, in her Position Paper, charges the respondent with acts of disloyalty and
double-dealing. She avers that the respondent proposed to her that she organize her own security agency and that he would assist her
in its organization, causing her to resign as president of AIB. The respondent indeed assisted her in December 2000 in the formation of
another security agency, Quiambao Risk Management Specialists, Inc., (QRMSI), which was later registered under complainants
name, with the respondent as a "silent partner" represented by his associate Atty. Gerardo P. Hernandez. The respondent was paid
attorneys fees for his legal services in organizing and incorporating QRMSI. He also planned to "steal" or "pirate" some of the more
important clients of AIB. While serving as legal counsel for AIB and a "silent partner" of QRMSI, he convinced complainants brother
Leodegario Quiambao to organize another security agency, San Esteban Security Services, Inc. (SESSI) where he (the respondent)
served as its incorporator, director, and president. The respondent and Leodegario then illegally diverted the funds of AIB to fund the
incorporation of SESSI, and likewise planned to eventually close down the operations of AIB and transfer the business to SESSI.3
For his part, the respondent admits that he represented the complainant in the aforementioned ejectment case and later represented
AIB in the replevin case against her. He, however, denies that he was the "personal lawyer" of the complainant, and avers that he was
made to believe that it was part of his function as counsel for AIB to handle even the "personal cases" of its officers. Even assuming
that the complainant confided to him privileged information about her legal interests, the ejectment case and the replevin case are
unrelated cases involving different issues and parties and, therefore, the privileged information which might have been gathered from
one case would have no use in the other. At any rate, it was the complainant herself who insisted that he stay as her counsel despite
the perceived differences among her, her brother, and AIB over the motor vehicle subject of the replevin case. The complainant even
asked him to assist her in her monetary claims against AIB.4
The respondent also denies the charge raised by the complainant in her position paper that he agreed to be a "silent partner" of QRMSI
through his nominee, Atty. Gerardo P. Hernandez, who was his former law partner. He declined complainants offer to assume that role
and suggested Atty. Hernandez in his place; thus, 375 shares of stock were registered in Atty. Hernandezs name as consideration of
his (Atty. Hernandezs) legal services as corporate secretary and legal counsel of QRMSI. The respondent also denies that he
convinced complainants brother Leodegario to organize another security agency and that the funds of AIB were unlawfully diverted to
SESSI. It was to complement the business of AIB, which was then in danger of collapse, that SESSI was established. Leodegarios wife
and her son have the effective control over SESSI. Respondents subscribed shareholdings in SESSI comprise only 800 shares out of
12,500 subscribed shares. He serves AIB and SESSI in different capacities: as legal counsel of the former and as president of the
latter.5
In his Report and Recommendation6 dated 31 August 2004, the investigating commissioner of the IBP found the respondent guilty of
representing conflicting interests based on the following undisputed facts: first, the respondent was still complainants counsel of record
in the ejectment case when he filed, as legal counsel of AIB, the replevin case against her; and second, the respondent was still the
legal counsel of AIB when he advised the complainant on the incorporation of another security agency, QRMSI, and recommended his
former law partner, Atty. Gerardo Hernandez, to be its corporate secretary and legal counsel and also when he conferred with
Leodegario to organize another security agency, SESSI, where the respondent became an incorporator, stockholder, and president.
Thus, the investigating commissioner recommended that the respondent be suspended from the practice of law for one year.
The IBP Board of Governors adopted and approved the investigating commissioners report and recommendation, but reduced the
penalty from one year to a stern reprimand.7

The issue in this case is whether the respondent is guilty of misconduct for representing conflicting interests in contravention of the
basic tenets of the legal profession.
Rule 15.03, Canon 5 of the Code of Professional Responsibility provides: "A lawyer shall not represent conflicting interests except by
written consent of all concerned given after a full disclosure of the facts." This prohibition is founded on principles of public policy and
good taste.8 In the course of a lawyer-client relationship, the lawyer learns all the facts connected with the clients case, including the
weak and strong points of the case. The nature of that relationship is, therefore, one of trust and confidence of the highest degree.9 It
behooves lawyers not only to keep inviolate the clients confidence, but also to avoid the appearance of treachery and double-dealing
for only then can litigants be encouraged to entrust their secrets to their lawyers, which is of paramount importance in the administration
of justice.10
In broad terms, lawyers are deemed to represent conflicting interests when, in behalf of one client, it is their duty to contend for that
which duty to another client requires them to oppose.11 Developments in jurisprudence have particularized various tests to determine
whether a lawyers conduct lies within this proscription. One test is whether a lawyer is duty-bound to fight for an issue or claim in
behalf of one client and, at the same time, to oppose that claim for the other client.12 Thus, if a lawyers argument for one client has to
be opposed by that same lawyer in arguing for the other client, there is a violation of the rule.
Another test of inconsistency of interests is whether the acceptance of a new relation would prevent the full discharge of the lawyers
duty of undivided fidelity and loyalty to the client or invite suspicion of unfaithfulness or double-dealing in the performance of that
duty.13 Still another test is whether the lawyer would be called upon in the new relation to use against a former client any confidential
information acquired through their connection or previous employment.14
The proscription against representation of conflicting interests applies to a situation where the opposing parties are present clients in
the same action or in an unrelated action. It is of no moment that the lawyer would not be called upon to contend for one client that
which the lawyer has to oppose for the other client, or that there would be no occasion to use the confidential information acquired from
one to the disadvantage of the other as the two actions are wholly unrelated. It is enough that the opposing parties in one case, one of
whom would lose the suit, are present clients and the nature or conditions of the lawyers respective retainers with each of them would
affect the performance of the duty of undivided fidelity to both clients.15
In this case, it is undisputed that at the time the respondent filed the replevin case on behalf of AIB he was still the counsel of record of
the complainant in the pending ejectment case. We do not sustain respondents theory that since the ejectment case and the replevin
case are unrelated cases fraught with different issues, parties, and subject matters, the prohibition is inapplicable. His representation of
opposing clients in both cases, though unrelated, obviously constitutes conflict of interest or, at the least, invites suspicion of doubledealing. While the respondent may assert that the complainant expressly consented to his continued representation in the ejectment
case, the respondent failed to show that he fully disclosed the facts to both his clients and he failed to present any written consent of
the complainant and AIB as required under Rule 15.03, Canon 15 of the Code of Professional Responsibility.
Neither can we accept respondents plea that he was duty-bound to handle all the cases referred to him by AIB, including the personal
cases of its officers which had no connection to its corporate affairs. That the representation of conflicting interest is in good faith and
with honest intention on the part of the lawyer does not make the prohibition inoperative.16 Moreover, lawyers are not obliged to act
either as an adviser or advocate for every person who may wish to become their client. They have the right to decline such
employment, subject, however, to Canon 14 of the Code of Professional Responsibility.17 Although there are instances where lawyers
cannot decline representation,18 they cannot be made to labor under conflict of interest between a present client and a prospective
one.19
Additionally, in his position paper, the respondent alleges that when the complainant invited the respondent to join QRMSI, he
"vehemently refused to join them due to his perception of conflicting interest as he was then (and still is at present) the Legal
Counsel" of AIB, which is also a security agency.20 To bolster his allegation, he invoked the affidavits of complainants witnesses which
contained statements of his apprehension of conflict of interest should he join QRMSI.21
Surprisingly, despite his apprehension or awareness of a possible conflict of interest should he join QRMSI, the respondent later
allowed himself to become an incorporator, stockholder, and president of SESSI, which is also a security agency. He justified his act by
claiming that that while both AIB and SESSI are engaged in security agency business, he is serving in different capacities. As the inhouse legal counsel of AIB, he "serves its legal interest the parameter of which evolves around legal matters" such as protecting the
legal rights and interest of the corporation; conducting an investigation or a hearing on violations of company rules and regulations of
their office employees and security guards; sending demand letters in collection cases; and representing the corporation in any litigation
for or against it. And as president of SESSI, he serves the operational aspects of the business such as "how does it operate[], how
much do they price their services, what kind or how do they train[] their security guards, how they solicit clients." Thus, conflict of
interest is far-fetched. Moreover, the respondent argues that the complainant, not being a stockholder of AIB and SESSI, has no right to
question his alleged conflict of interest in serving the two security agencies.22

While the complainant lacks personality to question the alleged conflict of interests on the part of the respondent in serving both
security agencies, we cannot just turn a blind eye to respondents act. It must be noted that the proscription against representation of
conflicting interests finds application where the conflicting interests arise with respect to the same general matter however slight the
adverse interest may be. It applies even if the conflict pertains to the lawyers private activity or in the performance of a function in a
non-professional capacity.23 In the process of determining whether there is a conflict of interest, an important criterion is probability, not
certainty, of conflict.
Since the respondent has financial or pecuniary interest in SESSI, which is engaged in a business competing with his clients, and,
more importantly, he occupies the highest position in SESSI, one cannot help entertaining a doubt on his loyalty to his client AIB. This
kind of situation passes the second test of conflict of interest, which is whether the acceptance of a new relationship would prevent the
full discharge of the lawyers duty of undivided fidelity and loyalty to the client or invite suspicion of unfaithfulness or double-dealing in
the performance of that duty. The close relationship of the majority stockholders of both companies does not negate the conflict of
interest. Neither does his protestation that his shareholding in SESSI is "a mere pebble among the sands."
In view of all of the foregoing, we find the respondent guilty of serious misconduct for representing conflicting interests.
Furthermore, it must be noted that Republic Act No. 5487, otherwise known as the Private Security Agency Law, prohibits a person
from organizing or having an interest in more than one security agency. From respondents position paper, it can be culled that
Leodegario Quiambao is the president and managing director of AIB, holding 60% of the outstanding shares; while his four other
siblings who are permanent residents in the United States own the remaining 40%.24 This prohibition notwithstanding, the respondent
organized SESSI, with Leodegarios wife and son as majority stockholders holding about 70% of the outstanding shares and with him
(the respondent), as well as the rest of the stockholders, holding minimal shares.25 In doing so, the respondent virtually allowed
Leodegario and the latters wife to violate or circumvent the law by having an interest in more than one security agency. It must be
noted that in the affidavit26 of Leodegarios wife, she mentioned of their conjugal property. In the absence of evidence to the contrary,
the property relation of Leodegario and his wife can be presumed to be that of conjugal partnership of gains; hence, the majority shares
in AIB and SESSI are the conjugal property of Leodegario and his wife, thereby placing themselves in possession of an interest in more
than one security agency in contravention of R.A. No. 5487. Thus, in organizing SESSI, the respondent violated Rule 1.02, Canon 1 of
the Code of Professional Responsibility, which mandates lawyers to promote respect for the law and refrain from counseling or abetting
activities aimed at defiance of the law.
As to the recommendation that the penalty be reduced from a suspension of one year to a stern warning, we find the same to be
without basis. We are disturbed by the reduction made by the IBP Board of Governors of the penalty recommended by the investigating
commissioner without clearly and distinctly stating the facts and reasons on which that reduction is based.
Section 12(a), Rule 139-B of the Rules of Court reads in part as follows:
SEC. 12. Review and decision by the Board of Governors.
(a) Every case heard by an investigator shall be reviewed by the IBP Board of Governors upon the record and evidence transmitted to it
by the Investigator with his report. The decision of the Board upon such review shall be in writing and shall clearly and distinctly state
the facts and the reasons on which it is based.
We may consider the resolution of the IBP Board of Governors as a memorandum decision adopting by reference the report of the
investigating commissioner. However, we look with disfavor the change in the recommended penalty without any explanation therefor.
Again, we remind the IBP Board of Governors of the importance of the requirement to announce in plain terms its legal reasoning, since
the requirement that its decision in disciplinary proceedings must state the facts and the reasons on which its decision is based is akin
to what is required of the decisions of courts of record.27 The reasons for handing down a penalty occupy no lesser station than any
other portion of the ratio.
In similar cases where the respondent was found guilty of representing conflicting interests a penalty ranging from one to three years
suspension was imposed.28 In this case, we find that a suspension from the practice of law for one year is warranted.
WHEREFORE, respondent Atty. Nestor A. Bamba is hereby held GUILTY of violation of Rule 15.03 of Canon 15 and Rule 1.02 of
Canon 1 of the Code of Professional Responsibility. He is SUSPENDED from the practice of law for a period of ONE (1) YEAR effective
from receipt of this Resolution, with a warning that a similar infraction in the future shall be dealt with more severely.
Let copies of this Resolution be furnished to the Office of the Bar Confidant and the Integrated Bar of the Philippines.
SO ORDERED.