New Extensive Natural Resources

October 3, 1988 New Extensive Natural Resources Development Company c/o Mr. Ben Maramba LDCI Building 768 EDSA cor. East Ave. Quezon City Sir : This has reference to your letter dated September 5, 1988, requesting for the opinion of this Commission on the proper legal steps to be taken to replace Mr. Emilio Espaola from your company. LibLex You alleged that the said Mr. Espaola absconded after appropriating for himself the amount of Two Hundred Fifty Thousand (P250,000.00) Pesos, and that efforts exerted to locate him proved futile. Relative thereto, please be informed that you can apply for judicial dissolution to the Securities Investigation and Clearing Department of this Commission in accordance with Article 1831 of the Civil Code, quoted hereunder: "ARTICLE 1831. On application by or for a partner, the court shall decree a dissolution whenever: xxx xxx xxx 3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business." "Among the acts which will warrant a decree are . . . fraudulent retention or disposition of funds collected for the partnership property . . ." (Caguioa, Comments and Cases on Civil Law, p. 111). Section 5 of Presidential Decree No. 902-A, as amended, provides, thus: "SECTION 5. In addition to the regulatory adjudicative functions of the Securities and Exchange Commission over corporations, partnerships and other forms of associations registered with it as expressly granted under existing laws and decrees, it shall have original and exclusive jurisdiction to lease and decide cases involving: xxx xxx xxx b) Controversies arising out of intra-corporate or partnership relations, between and among stockholders, members or associates; . . ." Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman