Rafael R. Recto vs. Conrado V. Sanchez, et al.

[SEC-AC NO. 024. February 27, 1980.] RAFAEL R. RECTO, ET AL. , petitioners-appellants , vs . CONRADO V. SANCHEZ, ET AL. , respondents-appellees . * D E C I S I O N This is an appeal to the Commission en Banc from the decision of the hearing officer, promulgated on December 22, 1978 after a motion for its reconsideration was denied, and the dispositive portion of which reads as follows: "PREMISED UPON THE FOREGOING CONSIDERATION, this Commission hereby rules that based on the evidence on record, there are only eighty-four (84) charter members of the Claro M. Recto Memorial Foundation, Inc., seventy-eight (78) of whom are listed as such in the Articles of Incorporation and By-Laws of the Foundation and six (6) were favorably passed upon by the Board of Trustees on December 17, 1962 (Exhibit "16")." cdll In their Memorandum of Appeal, petitioners-appellants assigned the following errors: 1. The hearing officer erred in ruling that there are only 84 charter members of the Claro M. Recto Memorial Foundation, Inc.; 2. There was error in upholding respondents' contention that the certificates of membership of 87 charter members duly signed by the chairman and secretary of the Board of Trustees did not warrant a declaration of bona-fide membership of those concerned in view of the purely oral and unsubstantiated testimony of the corporate secretary that the certificates were prepared in advance but were not released because the matter of membership of those concerned was not submitted to and passed upon by the Board of Trustees; 3. The hearing officer erred in disregarding petitioners-appellants' contention that considering the stature and reputation of the chairman former Supreme Court Chief Justice Ricardo Paras and the Corporate Secretary, former Ambassador Vicente Pastrana, it is inconceivable that they affixed their respective signatures on the signed certificates without the membership of those concerned having been favorably passed upon by the Board of Trustees. 4. The hearing officer erred in the disenfranchisement of the 87 charter members with signed certificates of membership on the basis alone of the oral testimony of the corporate secretary. 5. The hearing officer erred in holding that petitioners-appellants had been inconsistent because in their petition, they claimed that there are more than 200 charter members, but that in their Motion for Reconsideration, they maintained that there are in fact 171 charter members. On the basis of the aforementioned assignment of errors, the only issue in controversy in this appeal is whether there are only 84 charter members of the Foundation as ruled by the hearing officer or the inclusion of the additional 87 alleged charter members as contended by petitioners-appellants. LLjur There seems to be no dispute as to the findings of the hearing officer on the status of the 84 charter members. The controversy lies on the status of the 87 alleged members in whose names corresponding certificates of membership were already prepared and signed by the chairman and corporate secretary, although these were unreleased. The exclusion by the hearing officer of the 87 alleged members was mainly based on the unrebutted testimony of the corporate secretary that their certificates of membership were prepared in advance but these were not released, although signed by him and the chairman, because their membership was not actually passed upon by the board of trustees in view of the alleged consensus to limit the number of regular members of the Foundation. We are, therefore, now being confronted with the signed but unreleased membership certificates of the 87 alleged members and the testimony of the corporate secretary which sought to underline the fact that their membership was not passed upon by the board of trustees and therefore, they are not actually members of the Foundation. We find ourselves unable to share the view of the hearing officer. To our mind, the hearing officer erred in giving the testimony of the corporate secretary more weight than it deserves and in the process disregarded the more convincing evidence of the petitioners consisting of the signed membership certificates. Mute as these certificates may be, but to our way of thinking, they speak more eloquently than the oral testimony of the corporate secretary. What more telling evidence can one have to show the membership of the 87 members than their certificates of membership duly prepared and signed as primary evidence thereof and the signatures' authenticity of which is uncontroverted. As well pointed out by petitioners-appellants in their memorandum, it is inconceivable that considering their stature and reputation, the then chairman of the Foundation, former Chief Justice of the Supreme Court Ricardo Paras and the corporate secretary, former Ambassador Vicente Pastrana, would affix their signatures on the certificates without the membership of those concerned having been favorably passed upon by the board of trustees. We have every reason to assume that these two learned gentlemen knew the implications of their signatures in the certificates in question. It would, therefore, be more consistent with the ordinary course of things to presume that they signed the certificates knowing that the persons concerned are actually members of the Foundation. The reason given by the corporate secretary in his testimony that these certificates were prepared in advance because they were taking advantage of the presence of the person who was good in making the letterings in the certificates is, to our view, not entirely convincing. It may have justified the preparation in advance of the certificates but it did not satisfactorily explain the affixing in advance, if indeed it was, by both the chairman and secretary of their signatures in the certificates. The certificates, although already prepared could have been left unsigned in the meanwhile that the alleged consensus to limit the regular members was being considered. LLjur WHEREFORE, viewed in the light of the foregoing consideration, the decision of the hearing officer dated December 22, 1978, is hereby REVERSED insofar as it excluded as members of the Claro M. Recto Memorial Foundation the eighty-seven (87) members (Exhibit "I") in whose names corresponding membership certificates were already prepared and signed by the chairman and corporate secretary (Exhibit "I-1" to "I-87"). Likewise, in consonance with the agreement of the parties herein, the Claro M. Recto Memorial Foundation, Inc. is hereby directed to hold a general meeting of its Charter Members to be held within forty-five (45) days from the finality of this Decision, said meeting to be conducted and supervised by the 3-man ad hoc committee earlier created in the decision appealed from. In this connection, the parties are hereby directed to submit the name of their respective representative to the chairman-designate within ten (10) days from the finality of this Decision. SO ORDERED. (SGD.) ANGEL L. LIMJOCO, JR. Chairman (SGD.) JULIO A. SULIT, JR. (SGD.) SIXTO T. J. DE GUZMAN, JR Associate Commissioner Associate Commissioner * By Commission en Banc