Urban Poor Council of Pasig, Inc. v. Rivera

[SEC-SICD * CASE NO. 02-94-4689. December 26, 1995.] URBAN POOR COUNCIL OF PASIG INCORPORATED, REPRESENTED BY NEMESIO A. AGUILAR, JR. , petitioner , vs . NONESIO RIVERA, ET AL. , respondents . D E C I S I O N This petition is originally filed by Nemesio A. Aguilar, Jr., to prohibit individual respondents Nonesio Rivera, Zenova Labuguan, Rogelio Alvarez and Lolita Nunag from using the corporate name Urban Poor Coordinating Council Pasig or anything similar to Urban Poor Council of Pasig, Inc. in their transactions but later on was amended, with the petitioner now is the association Urban Poor Council of Pasig Incorporated represented by the original petitioner Nemesio A. Aguilar, Jr., to include a corporate respondent Ugnayan Ng Mga Maralitang Samahan Sa Pasig, Incorporated and additional individual respondents Teodoro Mercado, Wilfredo Atienza, Delia Suarez, Nenita Lawang, Eligio Robles, Gregorio Calim, Luisa Gonzales, Dana Tejada and Elvie Opena and changing the aforestated relief prayed for to 1) to declare as null and void and ordering the revocation of the certificate of registration of the corporate respondent and 2) to declare the intra-corporate controversy between the parties terminated and to order the petitioner to reinstate the respondents in the roll of members and for the petitioner to allow respondent to freely exercise their rights as minority members. llcd For failure of the respondents to file their answer within the period granted to them, respondents were declared in default per Order dated November 24, 1994. Petitioner presented its evidence ex-parte and thereafter rested its case. Due to the fact that this case is principally for revocation of the Certificate of Registration of the corporate respondent Ugnayan Ng Mga Mararalitang Samahan Sa Pasig Incorporated, this case was referred to the Prosecution and Enforcement Department of this Commission for its action per Order dated March 30, 1995 in accordance with Section 1, paragraph h, Rule II of the Rules of Practice and Procedure before the Prosecution and Enforcement Department (PED). However, the Prosecution and Enforcement Department, due to recent policy adopted by the SEC to refer complaints or petitions for revocation of certificate of registration of corporations and partnerships which are adversarial in nature to this Department (SICD) instead of PED, the latter referred back this case to this Office per Order dated November 20, 1995, hence, this decision. As can be gleaned from the allegations of the petitioner in the amended petition, petitioner anchored its petition for revocation of the certificate of registration of the respondent corporation on the ground of fraud and misrepresentation allegedly attendant in respondent corporation's registration when, despite individual respondent's knowledge of the existence, primary purpose, area of coverage or jurisdiction and their membership with the petitioner, individual respondents registered the respondent corporation which is a Tagalog translation of the petitioner corporation with the same primary purpose of, the same area of operation with that of and its (respondent corporation) incorporators and trustees are members of the petitioner corporation. This Hearing Officer, after a careful examination of the herein petitioner's allegation and evidence, finds petitioner's petition to be bereft of merit. The fraud mentioned in Section 6, paragraph 1, subparagraph 1 of P.D. 902-A as one of the grounds for revocation of a certificate of registration of a corporation, partnership or association refers to fraud attendant in the registration of the corporation, partnership or association and the same must be contained or connected with the documents and/or papers presented to this Commission for the registration of the said corporation, partnership or association which is not the fraud, assuming that what petitioner had alleged constitute fraud, mentioned or relied upon by the herein petitioner for the revocation of respondent corporation's certificate of registration. The same finding also applies to the alleged misrepresentation relied upon by the petitioner for the revocation of the respondent corporation's certificate of registration. What the petitioner had alleged as misrepresentation is not the misrepresentation mentioned in Section (6) paragraph 1, subparagraph 2 of the P.D. 902-A as one of the causes mentioned in the said law for the revocation of a certificate of registration of a corporation, partnership or association. Wherefore, premises considered, this case is hereby ordered dismissed for lack of merit. SO ORDERED. (SGD.) ROGELIO C. SESCON Hearing Officer