Ma. Theresa A. Staub vs. Ma. Rosela H. De Ocampo

[SEC-SICD * CASE NO. 12-95-5215. July 21, 1997.] MA. THERESA A. STAUB , petitioner , vs . MA. ROSELA H. DE OCAMPO , respondent . D E C I S I O N Before this Office is a Petition for the issuance of a Writ of Mandamus directing the respondent Maria Rosela H. de Ocampo to disburse funds, sign and deliver vouchers/checks/documents/negotiable instruments to pay corporate liabilities. The main issue in this case is whether or not the respondent treasurer can be compelled to disburse funds to pay the alleged corporate liabilities of Modernmix Interiors Unlimited, Inc. Rule 65 of the 1997 Rules of Civil Procedure provides: "SECTION 3. Petition for mandamus . When any tribunal, corporation, board, or person unlawfully neglects the performance of an act which the law specifically enjoins as a duty resulting from an office, trust, or station, or unlawfully excludes another from the use and enjoyment of a right or office to which such other is entitled, and there is no other plain, speedy and adequate remedy in the ordinary course of law, the person aggrieved thereby may file a verified petition in the proper court alleging the facts with certainty and praying that judgment be rendered commanding the defendant, immediately or at some other specified time, to do the act required to be done to protect the rights of the petitioner, and to pay the damages sustained by the petitioner by reason of the wrongful acts of the defendant. The requisites for the issuance of the writ of mandamus are the following: 1. Mandamus would lie only to compel a tribunal, corporation, board or officer to comply with a purely ministerial duty, or to allow a party to exercise a right or to occupy and enjoy the privileges of an office to which he is lawfully entitled; The duty is ministerial only when the discharge of the same requires neither the exercise of official discretion nor judgment (Symaco vs. Aquino, G.R. No. L-14535, January 30, 1960, 106 Phil. 1130). Mandamus compels performance of a ministerial duty. That duty must be clear and specific. But mandamus is not meant to control or review the normal exercise of judgment or discretion (Llanto vs. Dimaporo, G.R. L-21905, March 31, 1966; Avenue Arrastre & Stevedoring Corporation vs. Commissioner of Customs, G.R. L-44674, February 28, 1983). The corresponding duty of the defendant to perform the required act must also be clear and specific (Lemi vs. Valencia, G.R. L-20768, November 29, 1968). While it may not be necessary that the duty be absolutely express, it is necessary that it should be clear (Province of Pangasinan vs. Reparation Commission, G.R. No. L-27448, November 29, 1977). 2. Petitioner must establish a clear legal right to the relief sought, and a mandatory duty on the part of the respondents in relation thereto (Yuvienco vs. Canonoy, G.R. No. L-23352, June 30, 1971; Enriquez vs. Abdulwahid Bidin, G.R. No. L-29620, October 12, 1972). To be entitled to the writ of mandamus, one must show that he has a clear legal right to the performance of the act to be required of the respondent and that the latter had an imperative duty to perform (Morada vs. Caluag, G.R. No. L-18055, August 31, 1962; Canonizado vs. Ordonez-Benitez, G.R. No. L-49315 & 60966, February 20, 1984). To be given due course, a Petition for Mandamus must have been instituted by a party aggrieved by the alleged inaction of any tribunal, corporation, board or person which unlawfully excludes said party from the enjoyment of a legal right. The petitioner in every case must therefore be an "aggrieved party" in the sense that he possesses a clear legal right to be enforced and a direct interest in the duty or act to be performed (Legaspi vs. Civil Service Commission, G.R. No. 72119, May 29, 1987). The legal right of the plaintiff to the thing demanded must be well-defined, clear and certain (Ramos vs. Diaz, G.R. No. L-24521, December 11, 1967; Aquino vs. Gen. Manager; GSIS, G.R. No. L-24859, January 31, 1968; JRS Business Corporation vs. Montesa, G.R. No. L-23783, April 25, 1968; Valdes vs. Gutierrez, G.R. No. L-25819, May 22, 1968; Del Rosario vs. Subido, G.R. No. L-30091, January 30, 1970; Kapisanan ng mga Manggagawa sa Manila Railroad Company Credit Union, Inc. vs. Manila Railroad Company, G.R. No. L-25316, February 28, 1979; Taboy vs. CA, G.R. No. L-47472, July 24, 1981) Throughout the trial in this case, the petitioner was not able to establish that the disbursement of funds allegedly to be done to pay corporate liabilities is merely ministerial on the part of the respondent. No conclusive evidence was presented to show that there was proper accounting of the corporation" assets and liabilities. Since there is no sufficient evidence presented as to the accuracy of any accounting or auditing made on the corporation, payment of the alleged corporate liabilities becomes far from being ministerial. 3. Petitioner must show that there is no other plain speedy and adequate remedy in the ordinary course of law (Sec. 3, Rule 64, Revised Rules of Court; Province of Pangasinan vs. Reparations Commission, G.R. No. L-27448, November 29, 1977; Tangonan vs. Pao, G.R. No. L-45157, June 27, 1985). Mandamus is an extraordinary remedy that can be resorted to only in cases of extreme necessity where the ordinary forms of procedure are powerless to afford relief where there is no other plain, adequate and speedy remedy (Aquino vs. Mariano, G.R. No. L-30485, May 31, 1984). If the petitioner merely wanted the corporation to pay its debts, and the treasurer refuses to sign the pertinent documents, one simple remedy she can adopt is the relief of the treasurer through the proper internal corporate proceedings. Mandamus would appear to be an overkill at this point in time, since there are obviously other options for the petitioner. 4. Petitioner must show that the act sought to be performed is practical (Palileo vs. Ruiz Castro, G.R. No. L-3261, December 29, 1949, 85 Phil. 272). It has long been held that mandamus will lie to compel the performance of a ministerial duty, not a discretionary duty (Sy Ha vs. Galang, L-18513, April 27, 1963; University of San Agustin, Inc. vs. CA, G.R. No. 100588, March 7, 1994); it does not lie to compel the performance of a contractual duty (Quiogue Vda. Del Rosario vs. Romualdez, G.R. No. L-22545, October 1, 1924, 46 Phil. 337). Sec. 3 refers to acts enjoined by law to be done, hence, contractual duties are outside the scope of the writ. Furthermore, there are other available remedies in the ordinary course of law to enforce contractual obligations. Surely, the alleged obligations due supposed creditors of the corporation are contractual obligations which Petitioners seeks to be settled in their behalf, not hers. For mandamus can be availed of only by the party who has a direct, legal interest in the right sought to be enforced. It would have been entirely different if the question is one of public right and the object of the mandamus suit is to procure the performance of a public duty (Benitez vs. Paredes, G.R. No. 29865, August 18, 1928). From the facts of Petition, it appears that the petitioner mainly seeks the payment of the alleged corporate liabilities. It is worth noting that the petitioner, the President and General Manager of Modernmix Interiors Unlimited, Inc. is not a creditor of the corporation. It appears, therefore, that she is not a proper party in interest who can institute this case. Furthermore, if the case is mainly to collect payments for debts of the corporation, the same should have been instituted before the regular courts and not before this Commission. It is quite unusual for a stockholder of a corporation to try to enforce the rights of the creditors in their behalf without presenting any form of authorization given by the latter. Lastly, the petitioner claims that Modernmix Interiors Unlimited, Inc. had been dissolved, pursuant to an alleged meeting conducted on September 27, 1995. No evidence was however presented to show that the Corporation was indeed dissolved. It appears that in case there was in fact a dissolution, the same was done without notifying officially the Securities and Exchange Commission. It is an accepted theory that what the law itself has granted, the law must take away. And so a corporation can come to an end and its life extinguished only by the act or consent of the sovereign power by which it was established (16 Fletcher 659). So that as far as the Commission is concerned, there is no valid dissolution of Modernmix Interiors Unlimited, Inc. Pursuant to this, the petitioner should therefore be made to account for all the properties of the corporation she disposed of without the proper board resolution. Wherefore, the remedy of mandamus as prayed for by the petitioner is hereby DENIED. llcd SO ORDERED. (SGD.) C.A. GERARD M. LUKBAN Hearing Officer