Printline Corporation, et al. vs. Basic Publishing Co., Inc., et al.

[SEC CASE NO. 2713. July 29, 1987.] PRINTLINE CORPORATION, ET AL. , plaintiffs , vs . BASIC PUBLISHING CO., INC., ET AL. , defendants . O R D E R For resolution is the plaintiffs' motion for reconsideration of the Order dated March 10, 1987, denying their motion for the issuance of a writ of preliminary attachment and resumption of hearing. By way of antecedent facts, in the hearing of the defendants' affirmative defenses, it was established that the filing of this case was authorized by the Board of Directors, whose elections as such in the stockholders' meeting held on April 5, 1984, was questioned; that in said meeting, only five (5) stockholders whose total shareholdings of 1,200 shares were the only stockholders notified; that Genesis Management, Inc., which owns 4,000 shares in the plaintiff corporation was not notified and represented in said April 5, 1984 meeting; that because the 4,000 shares of Genesis Management, Inc. is the subject matter of a revocation proceedings in SEC Case No. 002209. Hence, in the Order dated December 5, 1985, proceedings in this case was suspended until after the validity of the 4,000 shares of Genesis Management, Inc. is resolved. On August 11, 1986, plaintiffs filed a motion to admit amended petition, the amendment consisting merely in including two (2) additional plaintiffs. Over the opposition of the defendants, an Order dated September 10, 1986, was issued admitting the amended petition. In the same Order, it was there stated that "the Order dated December 5, 1985, suspending further proceedings in this case until after the validity of the 4,000 shares of Genesis Management, Inc. is finally resolved in SEC Case No. 002209 remains in full force and effect." Without asking or moving for the lifting or setting aside of the Order dated September 10, 1986, plaintiffs' filed the motion for the issuance of a writ of preliminary attachment and resumption of hearing. In the Order dated March 10, 1987, plaintiffs' motion was denied on the ground that the validity of the 4,000 shares of Genesis Management, Inc., subject matter of SEC Case No. 002209, remain unresolved. Now comes the plaintiffs' motion for reconsideration of the Order dated March 10, 1987. As previously stated, the Order dated December 5, 1985, reiterated in the Order dated September 10, 1986, suspending proceedings in this case, remain in full force and effect and no motion for its lifting or setting aside has ever been filed. On this score alone, the motion for reconsideration should be denied. Adding strength to the denial is the fact that the only amendment to the original petition is the inclusion of the two (2) plaintiffs, who are suing in their capacity as stockholders of the plaintiff corporation. Considering that the two (2) additional plaintiffs were impleaded or included to recover the properties of plaintiff corporation allegedly fraudulently transferred by the defendants and considering further that the corporation is already the plaintiff in this case and this suit was filed for the same mission, their inclusion, as correctly stated by the defendants, will serve no useful purpose. Finding no cogent reason to disturb the Order dated March 10, 1987, plaintiffs' motion for reconsideration should be, as it is hereby DENIED. IcSHTA SO ORDERED. (SGD.) FELIPE S. TONGCO Hearing Officer