Nationwide Development Corporation vs. Cynthia Corazon G. Roxas

March 18, 2014 SEC-CRMD CASE NO. 13-479 NATIONWIDE DEVELOPMENT CORPORATION, represented by ATTY. DEOGRACIAS G. CONTRERAS, JR. , petitioner , vs. ATTY. CYNTHIA CORAZON G. ROXAS , respondent . FOR : Cancellation of the Registration of Volume IX of Stock and Transfer Book ORDER Before this Commission is the Petition dated August 15, 2013, filed by Atty. Deogracias G. Contreras, Jr. representing NATIONWIDE DEVELOPMENT CORPORATION, praying for the cancellation of the registration of Volume IX of its Stock and Transfer Book. The pertinent facts of the case are briefly stated as follows: NATIONWIDE DEVELOPMENT CORPORATION (hereinafter "NADECOR") is a domestic stock corporation registered with the Commission on September 6, 1956 under SEC Registration No. 11636 with an extended term of fifty (50) years from and after September 6, 2006. On September 14, 1977, Volumes I to III of the Stock and Transfer Book of NADECOR were registered with the Commission. Volumes IV to VIII thereof were simultaneously registered with the Commission as additional volumes to the previous registrations in anticipation of a planned public offering. 1 On August 12, 2013, Atty. Cynthia Corazon G. Roxas (hereinafter "Respondent") , representing as corporate secretary, applied with the Commission for the registration of Volume IX of the Stock and Transfer Book of NADECOR (hereinafter "Volume IX") also as additional volume to the preceding registrations. In her application, it was represented that NADECOR is not in possession of any other copy of the volume being registered under the same application or under previous registrations. The Commission, based on said representation, registered Volume IX. 2 ASETHC On August 16, 2013, Atty. Deogracias G. Contreras (hereinafter "Petitioner") , representing also as corporate secretary of NADECOR, 3 filed the instant Petition, seeking the cancellation of the registration of Volume IX purportedly for having been fraudulently obtained and irregularly registered with the Commission. The allegations are premised mainly on the following: 1. Volume VIII of the Stock and Transfer Book is not yet completely filled-up; 2. Volume VIII and all other previous volumes of the Stock and Transfer Book are not lost and actually in the custody of NADECOR; and 3. Volume IX was registered under false pretexts of Respondent claiming that NADECOR does not possess any other copy of the volume being registered under the same application or under previous registrations and, thus, is in need of an additional volume of the Stock and Transfer Book. Petitioner contends that Respondent is fully aware of the existence of all previous volumes of the Stock and Transfer Book of NADECOR. He stresses that the group of Mr. Conrado T. Calalang (hereinafter "Calalang Group") , to which Respondent reportedly belongs, has in fact filed a criminal case for qualified theft against him for his alleged refusal to turn over the corporate records of NADECOR, including the previous volumes of its Stock and Transfer Book. Petitioner further posits that Respondent, by representing that "NADECOR is not in possession of any other copy of the volume being registered under the same application or under previous registrations", should have presented an affidavit of loss in accordance with the standard registration procedure of the Commission. According to Petitioner, since records do not show compliance thereof, there was fraud and irregularity in the registration of Volume IX. On November 15, 2013, NADECOR, represented by Calalang Group 4 (hereinafter "Intervenor") , filed with the Commission a Motion to Withdraw the Petition, asserting that they, supposedly the legitimate board of directors, did not authorize the filing of the instant Petition. aHTCIc Respondent then filed its Answer Ad Cautelam , seeking the outright dismissal of the instant Petition. Her position is anchored mainly on the following: 1. Volume IX was validly registered; 2. Petitioner was not authorized by the legitimate board of directors to file the instant Petition, hence, the filing thereof is not a corporate act of NADECOR; and 3. The issue of registration of Stock and Transfer Book is an offshoot of an intra-corporate controversy which is still litigated before the Supreme Court and, therefore, the filing of the instant Petition is violative of the proscription against forum-shopping. Respondent asseverates that she is the lawfully elected corporate secretary of NADECOR. She alleges that Volumes I-VIII of the Stock and Transfer Book are not in the custody of NADECOR but actually are being unlawfully kept by Petitioner. She stresses that there was no representation to the Commission that the previous volumes were lost. Volume IX was procured considering the alleged continuous refusal of Petitioner to surrender the previous volumes. Respondent further ratiocinates that the supposed authority being claimed by Petitioner is derived from the alleged unlawful representation as board of directors of NADECOR by the group of Jose G. Ricafort (hereinafter "Ricafort Group") . She stresses that there is a pending intra-corporate dispute among the stockholders of NADECOR currently being litigated before the regular courts, wherein the issue as to who should have possession of the corporate books and records is also being considered. In a nutshell, the facts culled from the records of this case from which the intra-corporate controversy between Calalang Group and Ricafort Group plausibly originated is summarized as follows: EHTIDA On August 15, 2011, NADECOR held its 2011 Annual Stockholders' Meeting (hereinafter "2011 ASM") , wherein new members of the board of directors were elected. Nominees of Ricafort Group filed a complaint before the Regional Trial Court of Pasig City (hereinafter "RTC") , seeking the nullification of said meeting and election. RTC, declaring void the meeting and all its consequent incidents, ordered the holding of a new meeting. The parties aggrieved by the decision of RTC elevated the case to the Court of Appeals (hereinafter "CA") . CA enjoined the implementation of the order of RTC and allowed those elected during the 2011 ASM to act as board of directors. In a special meeting, the CA-recognized board of directors removed herein Petitioner as corporate secretary. On August 22, 2012, the CA-recognized board of directors held a 2012 Annual Stockholders' Meeting, wherein members of Calalang Group were elected as new set of board of directors. In an organizational meeting, Respondent was elected as corporate secretary. On even date, Ricafort Group apparently held its own 2012 Annual Stockholders' Meeting, wherein Petitioner was likewise elected as corporate secretary. Ricafort Group filed a Petition for Review on Certiorari , currently pending before the Supreme Court, praying for the reversal of the decision of CA. On the other hand, Calalang Group filed a criminal case for qualified theft against Petitioner for failure to heed their demand to surrender the corporate books and records of NADECOR. Calalang Group and Ricafort Group continue to hold firmly to their respective claims over management and possession of the corporate books and records of NADECOR. Both groups have set up their respective principal offices. They submitted their respective versions of reports to the Commission. Based on available records, they are still locked in intra-corporate disputes and other related cases pending before the regular courts. On January 29, 2014, Petitioner, Respondent and Intervenor appeared for a clarificatory conference before the Commission. The parties were required to present the original copies of Volumes VIII and IX of the Stock and Transfer Book of NADECOR for purposes of evaluation. However, the presentation of the books was deferred due to disagreement among the parties with regard to the conduct of procedure, as well as, the unresolved preliminary matters in the instant case. The parties submitted their respective position papers. SCEDAI It appearing that there is no other course of action but to resolve the present issues, this case is deemed submitted for resolution. The main question for consideration of the Commission is "Whether or not the Commission should cancel the registration of Volume IX of the Stock and Transfer Book of NADECOR." Discussion At the outset, we dispose of the following procedural issues raised in the instant case. I. The Securities and Exchange Commission assumes jurisdiction and gives due course to the instant Petition. Respondent contends that the instant Petition is not pursued by the real party-in-interest taking into account the pronouncement of the Court of Appeals that members of Ricafort Group, from which Petitioner claims to derive its authority to file the instant Petition, were not validly elected. Having in mind the continuing vested interest of the Commission over NADECOR as a registered corporation, we find no cogent reason to automatically dismiss this case. Every registered corporation, so to speak, owes its legal existence to the Commission. The grant of legal existence being a mere privilege, the Commission has a continuing interest in the life and concerns of a corporation in a sense that such privilege is enjoyed only according to the requirements and conditions of the law. The Commission, as a regulatory agency vested with authority to approve registration applications by a corporation when so provided by law, also has the implied power to revoke or cancel such approval if so proven that the same was irregularly procured. This authority of the Commission is laid down in Section 5.1 of Republic Act No. 8799, also known as "The Securities Regulation Code", to wit: "5.1. The Commission shall act with transparency and shall have the powers and functions provided by this Code, Presidential Decree No. 902-A, the Corporation Code , the Investment Houses law, the Financing Company Act and other existing laws. Pursuant thereto the Commission shall have, among others, the following powers and functions: . . . CSTEHI (a) Have jurisdiction and supervision over all corporations , partnerships or associations who are the grantees of primary franchises and/or a license or permit issues by the Government; . . . (b) Approve, reject, suspend, revoke or require amendments to registration statements, and registration and licensing applications ; (c) Regulate , investigate or supervise the activities of persons to ensure compliance ; (n) Exercise such other powers as may be provided by law as well as those which may be implied from, or which are necessary or incidental to the carrying out of, the express powers granted the Commission to achieve the objectives and purposes of these laws." From the foregoing provisions, it is clear that the Commission is mandated by law to administer the provisions of the Corporation Code and to ensure that a registered corporation is compliant with its requirements. Suffice it to say, the Commission can compel a corporation to observe regulatory requirements for it to continuously enjoy its legal existence. Such responsibility carries on in the registration and maintenance by a corporation of a stock and transfer book. Section 74 of the Corporation Code, thus, provides: " Stock corporations must also keep a book to be known as the "stock and transfer book", in which must be kept a record of all stocks in the names of the stockholders alphabetically arranged; the installments paid and unpaid on all stock for which subscription has been made, and the date of payment of any installment; a statement of every alienation, sale or transfer of stock made, the date thereof, and by and to whom made; and such other entries as the by-laws may prescribe. The stock and transfer book shall be kept in the principal office of the corporation or in the office of its stock transfer agent and shall be open for inspection by any director or stockholder of the corporation at reasonable hours on business days." aCTHEA The pronouncements of the Supreme Court on the regulatory authority of the Commission over registration and maintenance of a stock and transfer book in the case of Provident International Resources Corporation vs. Joaquin T. Venus, et al. 5 is apropos, to wit: "As the regulatory body, it is the SEC's duty to ensure that there is only one set of STB for each corporation." In the implementation of the requirements of the Corporation Code, the Commission requires a corporation to set up and register its stock and transfer book. Since the power to approve registration includes, by implication the power to revoke the same, the Commission can recall or cancel its approval to the registration of a stock and transfer book when the same is found as having been irregularly procured. Since Commission has original jurisdiction and regulatory authority over compliance of a corporations with its requirements, it may motu proprio accept and act upon of a complaint for cancellation of the registration of a stock and transfer book or any of its volumes in order to preserve the inviolability of its approval and to maintain the integrity of its records. Assuming arguendo that Calalang Group, who seeks the withdrawal of the instant Petition, is the legitimate officers and board of directors of NADECOR, the Commission cannot be precluded from exercising its inherent responsibility to ensure that laws it administers are complied with. Accordingly, notwithstanding the Motion to Withdraw the Petition, filed by Calalang Group, the Commission, through Company Registration and Monitoring Department, takes cognizance of the instant Petition for the purpose of determining whether or not NADECOR is compliant with mandatory requirements of the Corporation Code and other pertinent laws. II. The Filing of the Instant Petition does not Violate the Rules on Forum Shopping At any rate, the ruling in this case is without prejudice to the proceedings in the regular courts to determine which between the two factions has the rightful claim over the management of NADECOR and which of the volumes of the stock and transfer book under their respective custodies has valid contents, the foregoing being intra-corporate controversies beyond the jurisdiction of the Commission. The ruling in this case is not intended to favor any of herein parties in the outcome of the intra-corporate controversies they are involved in but will only delve specifically on the propriety or lack thereof of the registration of Volume IX. DTAESI Contrary to the position of Respondent, this case can be resolved by the Commission independently of the outcome of the intra-corporate disputes between Calalang Group and Ricafort Group currently pending before the regular courts. To reiterate, the Supreme Court in the "Provident Case" lucidly ordained that the determination of the validity of the registration of a stock and transfer book calls for regulatory, not judicial power, and is therefore within the exclusive jurisdiction of the Commission. Hence, we quote the pronouncement of the highest tribunal "Contrary to the allegations of respondents, the issues involved in this case can be resolved without going into the intra-corporate controversies brought up by respondents." Respondent stresses that Ricafort Group, to which Petitioner belongs, raised the issue on the procurement of Volume IX in its Supplemental Petition relative to the cases between Calalang Group and Ricafort Group pending before the Supreme Court docketed as G.R. Nos. 202647-50 and 205921-24, as quoted hereunder: "18.8.3. The fraudulent procurement of the bogus STB, while sowing some confusion on the current shareholdings in respondent NADECOR, has however, bestowed a blessing in disguise; it has doomed the claim of the Calalang Group, i.e. , individual respondents. It is clear that this minority group's sole proof of ownership and control of respondent corporation is no more than the false entries made by some person masquerading as their corporate secretary in a bogus STB they obtained fraudulently from the SEC only on 12 August 2013. " Respondent so holds that the present issue on stock and transfer book, considering that the same has been introduced in the aforesaid case, is now under consideration of the Supreme Court. AEDcIH Further, it has been highly accentuated that Ricafort Group, in the case pending before Regional Trial Court of Pasig City docketed as Commercial Case No. 13-200, purportedly tried to elicit from said court case matters pertaining to stock and transfer book which they also assails before this Commission. It is surmised that any judgment in said case or in the present case will result to res judicata since the both cases basically focus on the validity of the issuance of Volume IX. We do not agree. Entries in the stock and transfer book, as correctly pointed out by Respondent, are subject to the general rules on evidence and, thus, may be made basis by the courts in determining issues as to stock ownership, quorum etc. It must be borne in mind, however, that the case brought before this Commission is not about entries in the stock and transfer book but explores only on the issuance and registration of an additional volume thereof. The resolution of this case will not interfere on the information found in the stock and transfer book. It does not, as it should not, dispose of the issue of the veracity of the entries contained therein. The Commission may cancel its registration of a stock and transfer book only if it finds, after due notice and hearing, duplication, irregularity or non-compliance with the registration requirements. In other words, cancellation of the registration of the stock and transfer book, if warranted under the circumstances, will not in effect render the entries therein void. Notwithstanding a lost or an irregularly-registered book, stock ownership may in fact be proven by other extrinsic evidence. In its opinion addressed to Atty. Edgardo Marasigan dated January 12, 1994, the Commission, quoting Fletcher, clarified that: ". . . As held in the number of cases, the general rule is that such original books and records, if they are in existence and can be produced, are prima facie evidence of the matters recorded therein. However, it should not to be implied from the foregoing that original books and records are the exclusive evidence of the matters and things which ordinarily are or should be written therein since parol or other extraneous evidences are admissible in many situations. . . ." ATcaEH It is unquestionable that NADECOR is mired in an intra-corporate dispute between two (2) factions now being heard before the courts. Nonetheless, the filing of the cancellation case before this Commission does not result to litis pendentia . Litis pendentia refers to that situation wherein another action is pending between the same parties for the same cause of action, such that the second action becomes unnecessary and vexatious. The underlying principle is that a party is not allowed to vex another more than once regarding the same subject matter and for the same cause of action. This theory is founded on the public policy that the same subject matter should not be the subject of controversy in courts more than once, in order that possible conflicting judgments may be avoided for the sake of the stability of the rights and status of persons. The requisites of litis pendentia are (a) the identity of parties, or at least such as representing the same interests in both actions; (b) the identity of rights asserted and relief prayed for , the relief being founded on the same facts; and (c) the identity of the two (2) cases such that judgment in one, regardless of which party is successful, would amount to res judicata in the other. 6 It is clear from the second requisite alone that there is no identity in the rights asserted and relief prayed for between this case and the cases pending before the regular courts. The case pending before the Commission is for cancellation of the registration of an additional volume of a stock and transfer book, which definitely concerns the very registration process of the Commission. Whereas, the cases lodged with the regular courts relates to the validity of notices, quorum, meeting and election, which are all intra-corporate controversies. As provided under Section 5.2 of the Securities Regulation Code, the Commission no longer has jurisdiction to hear and resolve intra-corporate controversies, which, as enumerated under Section 5 of Presidential Decree No. 902-A, as amended, covers the following: "(a) Devices or schemes employed by or any acts, of the board of directors, business associates, its officers or partnership, amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or of the stockholder, partners, members of associations or organizations registered with the Commission; HIAESC (b) Controversies arising out of intra-corporate or partnership relations, between and among stockholders, members, or associates; between any or all of them and the corporation, partnership or association of which they are stockholders, members or associates, respectively; and between such corporation, partnership or association and the state insofar as it concerns their individual franchise or right to exist as such entity; and (c) Controversies in the election or appointments of directors, trustees, officers or managers of such corporations, partnerships or associations." It is clear from the afore-quoted provision that the Commission has no jurisdiction to resolve intra-corporate controversies, such as the determination of which faction should be recognized as the legitimate officers, directors or stockholders of the corporation. Such function is within the ambit of the courts. Needless to restate, the Commission's resolution in this case will not amount to res judicata in the other cases pending before the courts as the former will not dispose of the intra-corporate controversies between Calalang Group and Ricafort Group. To determine whether a party violated the rules on forum shopping, the most important question to ask is (a) whether the elements of litis pendentia are present or (b) whether a final judgment in one case will amount to res judicata in another. Since not all the elements of litis pendentia are present in this case, we find the instant Petition not violative of the rules on forum shopping. Respondent further infers that, even assuming that there is no forum shopping, there was failure on the part Petitioner to report to the Commission the filing of its Supplemental Petition with the Supreme Court, which supposedly introduced the issue of procurement of Volume IX and, hence, an impediment for this Commission from proceeding with this case. cDTACE The Commission's original jurisdiction over the subject matter justifies a liberal approach and application of the rules on verification and certification against forum shopping. It should not dispense with or disregard its mandate to ensure compliance by a registered corporation with the laws and guidelines it is tasked to enforce. No less than the Supreme Court once said that whenever possible and feasible, procedural rules should be liberally construed to ensure the just, speedy and inexpensive disposition of actions and proceedings on their merits. 7 In line with this objective, the Commission should resolve this case on the merits so as not to dispense with its statutory mandate to ensure that the reliability of its registration process of stock and transfer book is not breached. To attain a just, speedy and inexpensive resolution of this case, technicalities have to take a backseat to the merits. Digressing now from the procedural matters, we address the main issue. III. There is No Irregularity in the Registration of Volume IX of the Stock and Transfer Book. Going back to the facts of the case, records show that NADECOR had previously procured and caused the registration of a series of additional volumes of its stock and transfer book, specifically, Volumes I to VIII. Petitioner seeks relief from the Commission to ensure that NADECOR maintains a single stock and transfer book based on a supposition that the registration of another additional volume, namely, Volume IX, would supposedly result to an incongruous situation where the corporation now has more than one (1) stock and transfer book. We find the claim untenable. Records on file with the Commission show that NADECOR only has one (1) stock and transfer book. The registration of Volume IX, an additional volume to the previous registrations, did not create a new stock and transfer book. Rather, it is merely a continuation of the previous volumes of a single stock and transfer book. As can be gleaned from the Stock and Transfer Book Registration Form (hereinafter " application form ") submitted to the Commission by Respondent dated August 12, 2013, it was certified that the stock and transfer book being registered (Volume IX) is an additional volume to Volume VIII, then the latest registered volume of the stock and transfer book of NADECOR. We likewise find nothing wrong with the declaration made by Respondent when she disclosed in her application for the registration of Volume IX that NADECOR "is not in possession of any other copy of the volume being registered under this application or under previous registrations". SEIacA Evidently, the term, "volume being registered", refers to Volume IX. It is undisputed in this case that there exists only one (1) Volume IX of the Stock and Transfer Book of NADECOR. It bears stressing, therefore, that there is no duplication to speak of. Petitioner, however, argues that, by declaring that NADECOR "is not in possession of any other copy of the volume being registered under this application or under previous registrations", Respondent should have either (a) submitted an affidavit of loss if the previous volumes are no longer extant or (b) presented the previous versions if they are still extant. The argument is misplaced. Under the application form, Respondent did not represent to the Commission that an original Volume IX or all other previous volumes are lost. The application was for an additional volume of the stock and transfer book and not for reconstitution or replacement of a lost one. Thus, there was no cogent reason for the Commission to require Respondent the submission of an affidavit of loss. Submission of an affidavit of loss is proper only in case the original is lost, destroyed or otherwise inaccessible and, in order that a replacement will be allowed registration, the responsible officer should set forth in said affidavit the attending circumstances. In the registration of an additional volume of a stock and transfer book, the Commission does not require the presentation of the previous volumes considering that an additional volume is a mere continuation of the earlier registrations. In the same vein, the Commission does not verify the contents of the previous volumes since it is in no position to confirm the veracity of the entries contained therein, much more, whether or not the responsible officer who secured the registration of the additional volume is lawfully constituted to represent the corporation. Consistent with the presumption of good faith accorded to every registrant, the Commission allowed the registration of Volume IX upon a finding that the application is complete and regular on its face. It is worthy to note, however, that the registrant may be made liable civilly or criminally if, so proven in the appropriate forum, that the entries in document submitted to the Commission are tainted with fraud or misrepresentation. cEaDTA Since the very issue on who are the lawfully-constituted officers and directors of NADECOR is still being contested before the Supreme Court, the Commission is constrained to steer clear therefrom in order not to interfere with the adjudicative powers of the court. Whichever group will be adjudged with finality as the lawfully-constituted officers or directors of the corporation is not without any remedy. They may always seek relief from the court to require the other group the surrender of the corporate records, including the all volumes of the corporation's stock and transfer book. IV. Submission of Two (2) Versions of General Information Sheets Containing Conflicting Information Verification of the records on file with the Commission shows that two (2) versions of 2013 General Information Sheets with conflicting information were submitted for NADECOR, as indicated hereunder: (1) 2013 General Information Sheet, signed by Petitioner dated August 19, 2013, and (2) 2013 General Information Sheet, signed by Respondent dated September 18, 2013. The 2013 General Information Sheet, signed by Petitioner, shows that the principal office address of the corporation is located at Unit 203 Jollibee Centre Building, San Miguel Avenue, Pasig City. It names the following individuals as officers: 1. Chairman Jose G. Ricafort 2. President Jose P. De Jesus 3. Corporate Secretary Deogracias G. Contreras, Jr. The 2013 General Information Sheet, signed by Respondent, shows that the principal office address of the corporation is located at Unit 1401 14/F Pearl Bank Centre 146 Valero Street, Salcedo Village, Makati City. It names the following individuals as officers: 1. Chairman Roberto Romulo aDSIHc 2. President Conrado T. Calalang 3. Corporate Secretary Cynthia Corazon G. Roxas It is undeniable that both groups are presently locked in intra-corporate dispute pending before the regular courts jostling for position in the management of NADECOR. The Commission is aware that a Petition for Review on Certiorari , praying for the reversal and setting aside of the permanent injunction issued by the Court of Appeals, is still pending before the Supreme Court docketed as G.R. No. 205921-24. The resolution in this case will once and for all resolve the intra-corporate controversies which originated from the holding of August 15, 2011 Annual Stockholders' Meeting of NADECOR. SEC Office Order No. 242, Series of 2013, which serves as guidelines whenever records of the corporation contain two (2) or more versions of reports, requires that, in case of an intra-corporate dispute pending or already subject of an ongoing proceeding before any court, Company Registration and Monitoring Department (CRMD) shall advise the applicant that its application is deferred until final resolution of said dispute or proceedings. The objective of this action is to avert an instance wherein a certain faction, who turns out to be illegitimate officers or directors of the corporation, illegally takes over the identity or resources of the corporation by taking advantage of the processes of this Commission, such as amendments of articles of incorporation and by-laws. WHEREFORE, the instant Petition, praying for the cancellation of the registration of Volume IX of the Stock and Transfer Book of NATIONWIDE DEVELOPMENT CORPORATION, is hereby DENIED. SCHcaT Further, all future transaction of subject corporation with the Commission shall be temporarily deferred until the intra-corporate dispute between the two (2) factions of subject corporation, namely, Calalang Group and Ricafort Group, is resolved with finality or injunctive relief is obtained from the appropriate court against the deferment. The Corporate Filing and Records Division (CFRD) of this Department is hereby directed to immediately annotate the two (2) versions of General Information Sheets and all subsequent reports submitted by herein contending factions, for and in behalf of subject corporation, as: "DISPUTED. Subject of Supreme Court Case docketed as G.R. Nos. 205921-24". Likewise, the receiving unit of Information & Communications Technology Department (ICTD) of this Commission is hereby requested to alert this Department of any subsequent report filed for and in behalf of said corporation for proper marking. Let a copy of this Order be attached to the corporate records of the subject corporation on file with this Commission. SO ORDERED. Mandaluyong City, Philippines. March 18, 2014. (SGD.) FERDINAND B. SALES Acting Director Footnotes 1. Position Paper of Petitioner dated March 13, 2014. 2. As per Stock and Transfer Book Registration Form for NADECOR dated August 12, 2013. 3. As per 2013 General Information Sheet of NADECOR, received by the Commission on August 22, 2013, with the following information Principal Office Address: Unit 203 Jollibee Centre Building, San Miguel Avenue, Pasig City/Chairman: Jose G. Ricafort, President: Jose P. De Jesus, Corporate Secretary: Deogracias G. Contreras, Jr. 4. As per 2013 General Information Sheet of NADECOR, received by the Commission on September 18, 2013, with the following information Principal Office Address: Unit 1401 14/F Pearl Bank Centre 146 Valero Street, Salcedo Village, Makati City/President: Conrado T. Calalang, Chief Operating Officer: Leocadio Nitorreda, Corporate Secretary: Cynthia Corazon G. Roxas. 5. G.R. No. 167041, June 17, 2008. 6. Jess Yap vs. Court of Appeals , G.R. No. 186730, June 13, 2012. 7. Emilio S. Young vs. John Keng Seng , G.R. No. 143464, March 5, 2003.