Manuel P. Paras vs. Ambrocio Collado, et al.

[SEC-SICD * CASE NO. 05-98-5985. June 24, 1998.] MANUEL P. PARAS , petitioner , vs . AMBROCIO COLLADO, ET AL. , respondents . D E C I S I O N This is a petition which seeks to declare as null and void the proceedings and the actions taken during the meetings of the Board of Directors of Philippine Hospitals and Health Services, (PHHSI) held on December 04, 1997 and January 23, 1998: In particular, the acts done or authorized by the Board during the said meetings sought to be voided and nullified are as follows: 1) The designation of the Chairman, Ambrosio Collado, as Chief Executive Officer (CEO) and Chief Operating Officer (COO); LLphil 2) The Creation of the position of Executive Director and the appointment of Resurrecion Pineda to the said position; 3) The appointment and designation of Emma Aguilar as Asst. Corporate Secretary and subsequently, as Corporate Secretary (pg. 2., Petition).; Petitioner anchors his petition on the following grounds: a) the absence or lack of quorum during the said meetings; and b.) one of the Director Ariel Magno, who signed the minutes of the meeting on December 04, 1997 ( Annex "A"; Petition) and the Excerpt of the minutes of the meeting on January 23, 1998 (Annex "B" Petition) was not actually present during the said meetings. During the hearing for the issuance of a writ of preliminary injunction held on June 11, 1998, counsel for the respondents manifested that the latter have no objection to the Petition and for the issuance of the writ of preliminary injunction, thus, in view of said manifestation the facts of the case as alleged in the petition are deemed admitted, the same not having been at all controverted. In his Urgent Motion to Resolve the Petition on the merits, petitioner prays for the decision on the merits of the case considering the manifestation of counsel for the respondents during the hearing on June 11, 1998 that the same petition might be rendered moot and academic after the holding of the special stockholders' meeting set in the last week of this month (June 1998). The only issue to be resolved, therefore, is whether or not the grounds relied upon by the Petitioner justify the granting of the reliefs prayed for. We find merit in the contention of the Petitioner as it has been established that there was no quorum during the meetings of the Board of Directors of PHHSI and their Director, Ariel Magno was not present during the said meetings. Thus, it appears that there was a falsification of the Minutes the meetings held on December 04, 1997 and January 23, 1998 respectively, by those persons who signed the same namely, Emma Aguilar, the Asst. Corporate Secretary who certified to the correctness of the said documents and Rodolfo de Lara, Ambrosio Collado and Ariel Magno, all Directors, who, attested to the execution thereof. There being no quorum, the proceedings therefore during the said meetings and the acts done or authorized by the Board as shown in the Minutes above-mentioned, are null and void ab initio . Likewise, to be jointly resolved in this instance is the Motion to Declare in Contempt filed by petitioner against Resurrecion Pineda, Rodolfo de Lara and Atty. Patricia de Guzman. During the hearing of the said motion on June 18, 1998, counsel for the respondents admitted the due execution of annexes "A" "B" and "C", thus leaving to be resolved, the only legal issue as to whether or not, the act of Rodolfo de Lara, in his capacity as President of PHHSI, of appointing Resurrecion Pineda as Technical Assistant for Marketing and Atty Patricia de Guzman as Technical Assistant for Legal and Corporate Matters per his Memo of June 10, 1998, (Annex "B", Motion) is Contemptuous in nature. The Restraining Order issued by this Office on June 09, 1998 specifically enjoins Resurrecion Pineda from exercising her functions as Executive Director for Marketing and Operation. With her appointment as Technical Assistant for Marketing, Rodolfo de Lara had devised a clever move and a disguised cover to enable Resurrecion Pineda to continue discharging her functions for marketing matters. As admitted by counsel for respondents when clarified by this Hearing Officer as to whether there are other persons involved in marketing operations of the company, the answer was negative. Likewise, culled from the records of the proceedings of the hearing for the injunction. the hearing officer warned the parties that although the restraining order specify persons who are restrained, those parties who have a direct knowledge of the restraining order are also covered by the same. In effect, both Rodolfo de Lara and Resurrecion Pineda had collaborated in rendering nugatory, the said Restraining Order. As for the appointment of Atty. Patricia de Guzman to the position of Technical Assistant for Legal and Corporate Matters, we consider this as the same move designed by Rodolfo de Lara to thwart the Status Quo for which the issuance of the Restraining Order was intended insofar as the functions of the petitioner as Chief Operating Officer (COO) are concerned which include being the head of the Legal and Administrative Department, a function admitted by Rodolfo de Lara in Annex "C" of the Motion for Contempt. However, since Atty. de Guzman had manifested that she had not yet accepted the position, we see no sufficient ground to hold her in contempt. llcd WHEREFORE, in view of the foregoing judgment is hereby rendered as follows: 1) Declaring as Null and Void the proceedings held during the meeting of the Board of Directors of PHSI on December 04, 1997 and January 23, 1998 and the acts done or authorized by the Board, particularly: (a) the designation of Ambrocio Collado as Chief Executive Officer of (CEO) and Chief Operating Officer (COO); (b) the creation of the position of Executive Director for Marketing and Operations and the appointment of Resurrecion Pineda to the said position; and (c) the designation of Emma Aguilar as Asst. Corporate Secretary/Corporate Secretary. 2) Finding Rodolfo de Lara and Resurrecion Pineda liable for indirect contempt for having committed acts in violation of the Restraining Order dated June 09, 1998 and imposing a fine of P1,000.00 on each of them; and LLphil 3) Permanently enjoining Ambrocio Collado, Resurrecion Pineda and Emma Aguilar from performing the duties and functions attached to the positions above-mentioned. (SGD.) JULIETO F. FABRERO Hearing Officer