Mabasa and Co., Inc. v. Unionbank of the Philippines

[SEC-SICD * CASE NO. 05-96-5336. June 28, 1999.] MABASA AND COMPANY, INC. , petitioner , vs .UNIONBANK OF THE PHILIPPINES , respondent . D E C I S I O N This is a petition filed by Mabasa and Company, Inc. ("Mabasa") on May 13, 1996 against Union Bank of the Philippines ("UBP") to allow the former to inspect the latter's corporate books; to record the transfer of the shares petitioner acquired from Vicente Tan; to replace or to reissue petitioner's total shares plus all dividends due thereon; and, in the event the replacement or reissuance of petitioner's total shares and all dividends arising therefrom is no longer possible, to pay the fair market value thereof and to pay damages. LibLex Petitioner alleges, among others: that from 1970 to the present, it is the owner and holder of Four Thousand Five Hundred Thirty-two (4,532) shares of stock of International Corporate Bank ("ICB":formerly Continental Bank );that sometime in 1970, petitioners acquired from a Mr. Vicente Tan Three Thousand Ninety-eight (3,098) shares of ICB; that on September 16, 1992 and January 19, 1993, petitioner also required ICB to allow it to exercise its rights as stockholder by inspecting ICB's corporate books but the latter refused without any valid or justifiable reason; that on September 16, 1992, petitioner required ICB to record the transfer of the 3,098 shares of stock from Vicente Tan but ICB again refused without any valid or justifiable reason. Respondent in their answer, on the other hand, alleges, among others: that the petition states no cause of action and/or petitioner lacks any cause of action against; that petitioner's 4,532 shares of stock were sold by respondent to the National Development Co. (NDC) to satisfy the petitioner's remaining obligation with the respondent in the amount of P400,000.00; that insofar as the 3,098 ICB, the same were canceled on September 27, 1998 after Vicente Tan and other corporations owned or controlled by the latter assigned said shares in favor of Executive Consultants, Inc. Orobel Property, Inc. and Antolun International Trading Corp. for and in consideration of the assignees-corporations' assumption of all the obligations of Vicente Tan in Continental Bank, respondent's predecessor; that petitioner's causes of action are both barred by laches/estoppel; and, that petitioner's causes of action are likewise barred by prescription. Petitioner was able to conclude its presentation of evidence which was formally offered and admitted with respondent's comment thereon duly noted in an Order dated November 4, 1998. The reception of respondent's evidence was then accordingly set on November 26, 1998. Respondent moved for the postponement thereof to January 29, 1999; which motion was deemed granted by the issuance of this Office of a notice of hearing setting the aforesaid dated for the purpose thereof. On January 29, 1999 respondent again moved for the postponement of the presentation of their evidence due to the unavailability of their witness. The said motion was granted over the objection of petitioner to March 1 and 9, 1999, with the warning that should respondent fail to present evidence during the said dates it shall be deemed as a waiver on its part to present evidence and the case shall be deemed as submitted for decision. On February 26, 1999 respondent again filed a motion to postpone the presentation of their evidence to April 30, 1999. On March 1, 1999, the scheduled date for presentation of evidence by respondent, the said motion was objected to by petitioner and the same was denied by this Office. Hence, the parties-litigants herein were directed to submit their respective memoranda with their draft decision within thirty (30) days from receipt of the written Order dated March 4, 1999. Respondent moved for reconsideration but the same was denied and the parties-litigants were again directed to submit their respective memoranda in an Order dated April 29, 1999. While petitioner submitted its memoranda on May 14, 1999, respondent on May 20, 1999, moved for the deferment of the submission of its memoranda until after an extension of fifteen days from receipt of the order/decision resolving the latter's petition for review filed before the Commission En Banc. Respondent's motion filed on May 20, 1999 was denied in an Order dated June 3, 1999. Defendant, however, filed its memorandum on May 31, 1999. With the memorandum, respondent filed a Manifestation and Motion stating that the filing of their memorandum is without prejudice to their petition for review filed with the Commission En Banc. Petitioner likewise filed a comment to defendant's memorandum on June 7, 1999. Both pleadings are NOTED for record purposes. Thus, the facts as culled from the records are as follows: Petitioner is a domestic corporation duly organized and existing under the laws of the Philippines with principal office at No. 3 Granada Street, Quezon City. It was a stockholder of ICB (Preliminary Conference Order dated April 24, 1998). Respondent UBP, on the other hand, is a domestic banking corporation organized and existing under the laws of the Philippines, with principal office at SSS Building, Ayala Avenue corner Herrera Streets, Makati City. It is the successor-in-interest of ICB. From 1970 up to the present, petitioner has been the possessor of certificates of stock representing 4,532 shares in ICB that it owned, broken down as follows: Stock Certificate No. No. of Shares 143 868 223 1 1009 20 1008 200 1012 500 1013 500 1014 500 1015 200 1016 72 1093 500 1094 560 1662 611 Total 4,532 (Exhs. "A","A-1","B","B-1","C","C-1","C-2","C-3","D","D-1","D-2","D-3","E","E-1","E-2","E-3","F","F-1","F-2","F-3","G","G-1","G-2","G-3","H","H-1"."H-2","H-3","I","I-1","I-2","I-3","L","L-1","L-2","L-3","K","K-1","K-2","K-3","J","J-1","J-2","J-3",and "AA"). Petitioner likewise acquired from Vicente Tan sometime in 1970, certificates of stock representing 3, 098 ICB shares, to wit: Stock Certificate No. No. of Shares 1073 500 1074 500 1075 500 1076 500 1077 500 1078 500 1079 98 Total 3,098 (Exhs. "M","M-1","N","N-1","O","O-1","P","P-1","Q","Q-1 "R","R-1 ","S","S-1" and "AA"). Mr. Luciano Mabasa, petitioner's witness, testified likewise that from the time petitioner acquired the above-mentioned certificates of stock, it has always been in possession of the same (Exh. "AA"). It is also the testimony of the same witness, that after petitioner acquired the said certificates of stock, it required ICB to allow it to exercise its rights as stockholder by inspecting the corporate books of ICB and to record the transfer of the 3,098 shares from Vicente Tan, but, ICB refused without any valid or justifiable reason. Faced with such predicament, petitioner formally requested such inspection and transfer with letter through its counsel duly received by defendant (Exhs. "T","T-1","U",and "U-1").Records show that ICB did not reply to the said letters. Petitioner thus, on March 31, 1993 filed an action before the Prosecution and Enforcement Department (PED) of this Commission docketed as PED Case No. 93-1360 ,entitled "Mabasa and Company, Inc.,complainant, versus, International Continental Bank, Respondent." This was to compel ICB to: a ) allow petitioner to inspect ICB's corporate books; and, b.) record the transfer of the 3,098 shares acquired from Vicente Tan. The said case was, however, dismissed by the PED in a resolution dated December 15, 1993 without prejudice to the filing of another complaint with the Securities Investigation and Clearing Department (SICD) of this Commission since the issue of ownership can not be resolved without proper adversarial proceedings (Exh. "V"). In the meantime, ICB merged with the respondent UBP, with the former being absorbed by the latter (Exhs. "W","W-1","X" and "Y"). The relevant provisions of the Plan of Merges which has application in this case are: "1.4. Effects of Merger. Upon the Merger becoming effective: (a) ICB shall be merged with and into UBP, the surviving corporation; (b) The separate existence of ICB shall cease: xxx xxx xxx (d) ICB shares of stock (other than those held by UBP) shall be converted into shares of stock of UBP as provided for in Sections 2.2 and 2.3 hereof. (e) UBP shall thereupon and thereafter possess all the rights, privileges, immunities, licenses, permits and franchises of ICB: all property, real or personal, and all receivables due on whatever account including subscriptions to shares and other choses in action, and all and every other interest of, or belonging to, or due to ICB shall be taken and deemed to be transferred to and vested in UBP without further act or deed; and any accrued claim or pending action or proceeding by ICB may be prosecuted by UBP. (f) UBP shall be responsible and liable for the liabilities and obligations of ICB in the same manner as if UBP has itself incurred such liabilities or obligations; and any accrued claim or pending action or proceeding against ICB may be prosecuted against UBP. (g) Neither the rights of the creditors nor any lien upon the property of ICB shall be impaired by the Merger; provided, however, that UBP shall have the right to exercise all of the defenses, rights, privileges, set-offs and counterclaims of every kind and nature which ICB may have under the premises. xxx xxx xxx 2.2. Conversion Basis. The conversion ratio, on the Effective Date, of the outstanding shares of stock of ICB (other than those held by UBP) into UBP shares of stock shall be 1:25, i.e.,25 UBP shares for every ICB share. ... 2.3. Exchange of shares. On the Effective Date, the certificates, properly endorsed, representing the ICB shares of stock to be converted into UBP shares, shall be delivered to the Corporate Secretary of UBP. Thereafter, each holder of an outstanding certificate or certificates therefore representing shares of the capital stock of ICB shall, upon surrender of such certificate or certificates to the Corporate Secretary of UBP, be entitled to receive in exchange therefor, a certificate or certificates representing the number of shares of stock of UBP into which the shares therefore represented by the certificate of certificates so surrendered shall have been converted as provided in Section 2.2. above :(Emphasis supplied.) xxx xxx xxx (Exh. "W-1-A") Hence, on May 13, 1996, petitioner filed the instant petition before the SICD of this Commission. Respondent, on May 30, 1996, filed a Motion to Dismiss on the grounds that: a.) the Commission has no jurisdiction over the instant controversy involving the 4,538 shares as well as the 3,098 shares as complainant (petitioner) was no longer the registered/listed stockholder of respondent bank with respect to the 4,538 shares and at the time of the filing of this complaint, the 3,098 shares have already been previously assigned by the registered owner, Vicente Tan, to other persons/ entities and therefore petitioner never become the transferee of said shares; b.) petitioner's causes of action are barred by laches/estoppel. Respondent's Motion to Dismiss was denied by the former hearing officer of this case Atty. Rolando G. Andaya, Jr. A Motion for Reconsideration dated December 18, 1996 was thereby filed by respondent. Petitioner likewise filed its own Motion to Declare Respondent in Default dated January 8, 1998. Both these Motions were denied by then hearing officer C.A. Gerard M. Lukban in an Order dated January 30, 1998. Respondent's answer filed on February 23, 1998 explained further the reasons why it did not allow petitioner to inspect the corporate books and why it refused to record the transfer of the 3,098 shares acquired from Vicente Tan. It explained that petitioner's 4,532 shares of stock were sold by respondent to the National Development Co. (NDC) to satisfy the petitioner's remaining obligation with the respondent in the amount of P400,000.00. Insofar as the 3,098 ICB shares, the same were canceled on September 27, 1988 after Vicente Tan and other corporations owned or controlled by the latter assigned said shares in favor of Executive Consultants, Inc.,Orobel Property, Inc. and Antolun International Trading Corp. for and in consideration of the assignees-corporations assumption of all the obligations of Vicente Tan in Continental Bank, respondent's predecessor. Subsequently, Stock Certificates Nos. 1073 to 1079 covering said 3,098 shares were fully canceled and in lieu thereof, ICB Stock Certificates Nos. 019 to 21 were issued in the name of Ramon S. Orosa while Interbank Stock Certificate No. 025 was issued in the name of Menardo R. Jimenez, (Respondent's Answer par. 9 p. 2) Respondent also posits the defense that petitioner's causes of action are barred by laches/estoppel with respect to both the 4,532 shares as well as the 3,098 shares. Said shares were issued way back in 1970 when the ICB was still the Continental Bank. There is therefore an unexplained long period of twenty-three (23) years which had already intervened up to the time of the filing of the complaint on March 31, 1993 (Ibid.,par. 10, p. 3). It is also the defense of respondent that petitioner's causes of action are barred by prescription. Since the right of a transferee of shares of stock of a corporation to have the assignment to him registered is a contractual one, the action should be brought within ten (10) years from the time the right of action accrues. Since the shares were issued in 1970, petitioner had until 1980 to bring an action but it did not. It was only in 1993 that it filed a complaint (Ibid.,par 11, p. 3). The issues having been joined, preliminary conference was had on April 22, 1998. In the Preliminary Conference Order dated April 24, 1998, the issues were limited/simplified as follows: a.) Whether or not the respondent had the right to cancel the petitioner's stock certificates and/or to reassign some to other entities; and, b.) Whether or not the petitioner's causes of action are barred by laches, estoppel and prescription. After a judicious and meticulous study of the evidence presented by petitioner and in the absence of any controverting evidence, this Office is left with no option but to rule in favor of petitioner as to the first issue. Petitioner herein has sufficiently shown that it has been the holder of all certificates of stock subject of this controversy from the time that the same came into its possession. The test with which secondary evidence may be used to prove the existence and due execution of Exhibits "A" to "S" and their respective submarkings under Section 5, Rule 130 of the Revised Rules of Court in the Philippines (As amended by Supreme Court Resolution dated March 14, 1989 Bar Matter No. 411) has been sufficiently satisfied by the testimony of petitioner's witness Mr. Luciano Mabasa who read the said exhibits, explained their genuineness and due execution (Exh. "AA", TSN, May 21, 1998, pp. 7 to 17). The exhibits adverted to and the testimony of Mr. Mabasa likewise show that petitioner never assigned nor transferred the said shares to any person or corporation; a fact uncontroverted by respondent's answer. Instead, respondent asseverates in its Memorandum, that with respect to the 4,532 shares of Continental Bank (ICB or UBP) which were issued in 1970, plaintiff on various occasions in the past obtained loans from defendant in the aggregate principal amount of TWO MILLION FOUR HUNDRED THOUSAND PESOS (P2,400,000.00).Said loan was secured by a real estate mortgage allegedly for P2,000,000.00 which, for failure of plaintiff to pay in full, was extrajudicially foreclosed by the City Sheriff of Manila and was scheduled for sale at public auction on August 29, 1978 in order to satisfy plaintiff's obligation. Plaintiff sought and requested for the postponement of the said auction sale several times. Subsequently, plaintiff was able to liquidate the obligation allegedly in the amount of P2,000,000.00 only and the real estate mortgage was canceled and released by the respondent. Since plaintiff was allegedly able to pay only the amount of P2,000,000.00, there remained a balance of said principal obligation in the amount of P400,000.00. In order to satisfy said obligation, respondent sold the subject 4,532 ,shares to NDC and the proceeds thereof were applied to the balance together with interests, etc. (Respondent's Memorandum p. 4). LL There is not, however, a mere allegation from respondent that it was authorized by petitioner to sell the 4,532 shares of stock to any person for whatever reason. Neither did respondent allege that petitioner executed any chattel mortgage over the 4,532 shares in its (respondent) favor. There being no authority from petitioner to sell the 4,532 shares, the sale is unenforceable for being an unauthorized act pursuant to Articles 1317 and 1403 of the New Civil Code (R.A. No. 386), which provides: "ARTICLE 1317. No one may contract in the name of another without being authorized by the latter, or unless he has by law a right to represent him. A contract entered into in the name of another by one who has no authority or legal representation, or who has acted beyond his powers, shall be unenforceable, unless it is ratified, expressly or impliedly, by the person on whose behalf it has been executed, before it is revoked by the other party." rd "ARTICLE 1403. The following contracts are unenforceable, unless they are ratified: 1. Those entered into in the name of another person by one who has been given no authority or legal representation, or who has acted beyond his powers; ..." Clear from the foregoing therefore, is the fact that respondent did not have the right to sell petitioner's 4,532 shares of stock to NDC to pay the alleged remaining balance of petitioner's loan to ICB. And, should, the shares indeed have been sold, such act is illegal and deprived petitioner of its propriety right over the 4,532 ICB shares including their fruits. Neither is there any allegation that these shares are delinquent which may have authorized the respondent to sell them subject to the requirements set out in Section 68 of the Corporation Code (B.P. Blg. 68). Section 63 of the Corporation Code enunciate that there must be delivery of the certificate of stock. It reads in part, to wit: "SECTION 63. Certificate of stock and transfer of shares . The capital stock of stock corporation shall be divided into shares for which certificates ...shall be issued in accordance with the by-laws. Shares of stock so issued are personal property and may be transferred by delivery of the certificate or certificates endorsed by the owner or his attorney-in-fact or other person legally authorized to make the transfer. ..." The certificates of stock still being in the possession of petitioner, Sec. 5, Rule 131 of the Rules of Court of the Philippines does gives him the disputable presumption that he owns the same. It appears likewise from the cancellation of Real Estate Mortgage (Exh. "Z") executed by ICB that petitioner's loan from ICB had been settled in the absence of evidence to the contrary, to wit: xxx xxx xxx And, whereas the CONTINENTAL BANK (now the INTERNATIONAL CORPORATE BANK ...has received the full consideration named as the condition of said mortgage. NOW, THEREFORE, the CONTINENTAL BANK (now the INTERNATIONAL CORPORATE BANK) do hereby release and cancel the said mortgage recorded in the office of the Register of Deeds of the City of Manila ...." As to the 3,098 ICB shares petitioner acquired from Vicente Tan, it is the defense of respondent that it refused to record the transfer thereof as the said shares were canceled on September 27, 1988 after Vicente Tan and other corporations owned and controlled by the latter assigned said shares in favor of Executive Consultants, Inc.,Orober Property Inc.,and Antolun Trading Corp. for and consideration of the assignees-corporations' assumption of all the obligations of Vicente Tan in Continental Bank, respondent's predecessor. Considering that no evidence was presented by respondent to support such claim and since petitioner was in possession of the certificates of stock representing the 3,098 ICB shares duly endorsed by Vicente Tan (Exhs. "AA","M","M-1","N","N-1","O","0-1","P","P-I","Q","Q-1","R","R-1","S",and "S-1"),the presumption is that petitioner is the owner of said shares at the time of the alleged assignment of Vicente Tan's shares by respondent to the said corporation in 1977. Should the said shares be assigned already to third parties, the act then of respondent would be unlawful as it would likewise deprive petitioner of its propriety rights over the said shares including their fruits. Lest this Office may be misconstrued, we are not unmindful of the fact that Section 63 of the Corporation Code likewise provides, viz: "SECTION 63. Certificate of stock and transfer of shares . ...No transfer, however, shall be valid except as between the parties, until the transfer is recorded in the books of the corporation so as to show the names of the parties to the transaction, the date of the certificate or certificates and number of shares transferred. xxx xxx xxx" The requirement for the registration of transfer shares is intended principally for the benefit and protection of the corporation so that it may know who are its stockholders to whom it must accord the rights granted to them by law and against whom it can enforce any liability that may arise from ownership of stocks. . The corporation, however, waives the requirement of registration by failure to register a valid transfer without legal or good cause (De Leon, Hector S., The Corporation C od e of the Philippines, Annotated," 1989 Ed., p. 436, citing Salvador vs. Mencias, [CA] 55 O.G. 6405 and Lorenzo vs. Genato Commercial Corp. [CA] 45 O.G. 2972 ). Assuming arguendo, that there is a valid or good cause in this case, the corporation's remedy for its protection would be to file its third party complaint. We come now to the second issue as to whether or not petitioner's causes of action are barred by laches, estoppel and prescription. With regard to this issue, this Office is likewise constrained to rule in favor of petitioner. It is the defense of respondent that the subject shares were issued way back in 1970 when the International Corporate Bank (ICB) was still Continental Bank. There is therefore an unexplained long period of twenty-three (23) long )years which had already intervened up to the time of the plaintiff's first petition on March 31, 1993 before the PED of this Commission. Citing Republic vs. Sandiganbayan, G.R. No. 106244, January 22, 1997 and Catholic Bishop of Balanga vs. Court of Appeals, G.R. No. 112519, November 14, 1996, laches thus lie against petitioner (Respondents Memorandum, pp. 5-6). It is likewise the defense of respondent that petitioner's causes of action are likewise barred by prescription. Since the right of a transferee of shares of stock of a corporation to have the assignment to him registered is a contractual one, the action should be brought within ten (10) years from the time the right of action, accrues. Since the shares were issued in 1970, petitioner had until 1980 to bring an action but it did not. It was only in 1993 that it filed a complaint. This on the basis of Article 1144 of the New Civil Code of the Philippines, which reads in part, to wit: "ARTICLE 1144. The following actions must be brought within ten years from the time the right of action accrues. 1.) Upon a written contract; xxx xxx xxx" A perusal of Mabasa's petition filed with this Office on May 13, 1996 indicates and as correctly cited in its Memorandum, its causes of action are as follows: 1. With respect to the 4,532 shares: a.) To inspect respondent's corporate books (Petition, par. 14 and Petitioner's Memorandum p. 15);and, b.) To cancel the ICB shares issued to NDC and to reissue to petitioner the same shares plus all dividends or their equivalent number of shares in UPB or, if this is not possible, for respondent to pay petitioner their market value Petition, par. 25 and Memorandum, p. 15). 2. With respect to the 3,098 shares: a.) To record the transfer of said shares from Vicente Tan in respondent's corporate books including all dividends (Petition, pars. 19 and 26; Memorandum, p. 15); b.) To cancel the ICB shares issued to Executive Consultants, Inc.,Orobel Property Inc. and Antolun International Trading Corp. (Petition, p. 26 and Memorandum, p. 16);and, c.) If it is not possible to record the transfer of said shares in the name of petitioner including their dividends, for respondent to pay petitioner their fair market value (Petition, par. 26 and Memorandum, p.16). Anent petitioner's right to inspect corporate books, its statement in its draft decision thereon, which this Office adopts, is apropos, to wit: "With respect to petitioner's right to inspect corporate books, the 4,532 shares are covered by stock certificates duly issued in the name of petitioner. These stock certificates have always been in petitioner's possession. The same being evidence of ownership, petitioner had every legal right to rely upon the same as evidence of its title to said shares. Consequently, all rights arising therefrom, including the right to inspect corporate books, may be exercised at any time. The Corporation does not provide intervals or periods within which the inspection of corporate books may be demanded by a stockholder. A stockholder may exercise his right of inspection at any time he wishes, the only limit being that is be done at reasonable hours on business days. If at all, petitioner's cause of action to inspect corporate books can be said to have accrued when its demand to inspect corporate books on September 16, 1992 (Exh."T") was refused. One cannot be said to begin sleeping on his rights if such rights have not yet accrued (Article 1150, Civil Code)." With respect to the 3,098 shares, the Corporation Code likewise does not provide for a period within which a transferee thereof should demand for its registration in the corporate books in his own name. Also, as previously discussed a caveat is provided for under the third sentence of Section 63 of the Corporation Code. At any, rate, petitioner's cause of action as to the right to register the 3,098 shares. it acquired from Vicente Tan in its name accrued upon the demand made on the respondent On September 16, 1992 through a letter from its counsel (Exh. "T"). .When the case was filed with the PED on March 31, 1993, therefore, petitioner's cause of action with respect to the 3,098 shares has not yet prescribed. There is likewise merit in the argument of petitioner that there is a difference between actions for reconveyance under Article 1140 of the Civil Code as ruled upon by our Honorable Supreme Court in the case of Vicente Tan vs. Court of Appeals, et al., (G.R. No. 90365, March 18. 1991) and actions for registration of shares under Section 63 of the Corporation Code. In the latter action, considering that petitioner never lost the 3,098 shares it acquired from Vicente Tan, the prescriptive period given by Art. 1140 of the Civil Code had not begun to run. The latter action is also an action by a stockholder to enforce its legal right under Section 63 of the Corporation Code consequent to its acquisition of shares in a corporation. With reference to petitioner's cause of action for cancellation of shares to the concerned third parties and for their reissuance or payment of their value to petitioner in case they could not be reissued, this appears to be a necessary offshoot of petitioner's main causes of action considering that when petitioner filed a complaint with the PED, the fact of the shares being cancelled and reissued to third parties was discovered as part of respondent's defense thereat. DASEac WHEREFORE, in view of the foregoing premises, JUDGMENT is hereby rendered in favor of petitioner and against respondent directing respondent: 1. To allow petitioner to inspect its corporate books; 2. To record the transfer of the 3,098 shares petitioner acquired from Vicente Tan; 3. To replace or to reissue petitioner's 4,532 ICB shares and 3,098 shares, or a total of 7,630 ICB shares, with the corresponding UBP shares at the ratio of 25 UBP shares to 1 ICB share, in accordance with paragraph 22 of the Plan of Merger between UBP and ICB, or a total of 190,750 UBP shares, plus all dividends thereon, if any; 4. In the event that the replacement or reissuance of 7,630 ICB shares or 190,750 UBP shares and all dividends arising therefrom is no longer possible, to pay petitioner their fair market value reckoned from the date of the filing of this petition; 5. To deter those with similar propensity, to pay petitioner the amount of FIFTY THOUSAND PESOS (P50,000.00) as exemplary damages; and, 6. To pay petitioner the amount of FIVE HUNDRED THOUSAND PESOS (P500,000.00) as attorney's fees, plus a further sum of TWO THOUSAND PESOS (P2,000.00) for every court appearance. No pronouncement as to costs. SO ORDERED (SGD.) S. ROBERTO O. SENCIO, JR. Hearing Officer