Henry Wong vs. Chainsaw Services, Inc., et al.

[SEC-SICD * CASE NO. 1528. October 13, 1980.] HENRY WONG , petitioner , vs . CHAINSAW SERVICES, INC., ET AL. , respondents . O R D E R Before this Commission is respondents' Motion for Leave to File Second Motion for Reconsideration. Likewise, filed by respondents is a Manifestation dated August 8, 1980. In their motion, respondents seek admission of their second motion for reconsideration of the order deferring resolution of their motion to dismiss after hearing on the merits of this case. In their aforesaid second motion for reconsideration, respondents referred to an Order of the CFI of Manila, Branch XVII, in which the herein petitioner, the defendant therein, in pursuing his counterclaim against respondent Chainsaw Services, Inc., was considered as an unpaid seller of his shares for which reason petitioner has allegedly lost his juridical personality to prosecute the present petition. Petitioner filed an opposition to the motion, contending that the arguments contained in respondents' second motion for reconsideration are merely a rehash of their previous arguments in similar pleadings. After considering the motion for leave to admit second motion for reconsideration, and the opposition thereto, this Commission finds merit in said motion and, therefore, hereby admits the same. Records show that on August 31, 1978, respondents filed a motion to dismiss the instant case on the ground that petitioner, in a civil case filed by respondent Chainsaw Services, Inc. for recovery of the sum of money in the form of advances, has alleged in his counterclaim that " he decided to sell as he in fact did sell to the plaintiff corporation all of his 8,000 shares of stock in it, as well as some real properties for a total consideration of ONE MILLION PESOS (P1,000,000 . 00) ." On the basis of this allegation by petitioner herein, respondents claimed that the former " has abandoned his personality as a stockholder and by his counterclaim, is now prosecuting his claim against respondent corporation for the balance of the consideration for the sale of his shares of stock ." Respondents concluded that petitioner " has lost or has never had any juridical personality to initiate, maintain and prosecute " the present action. In an Order, dated November 14, 1978, this Commission deferred consideration of the motion to dismiss, the grounds, therefor not being indubitable as respondents themselves have admitted in their pleadings that petitioner is still a stockholder of the corporation. A subsequent motion for reconsideration of the order of deferment was denied by this Commission. LLjur In the second motion for reconsideration now under consideration, it is alleged by respondents that the Court of First Instance of Manila, Branch XVII, has considered the counterclaim interposed by petitioner herein as an action for recovery of the amount of P645,000.00 which is allegedly the balance of the P1,000,000.00 consideration of the sale by petitioner of his properties, including the shares of stock in respondent corporation. Respondents pointed out the anomalous situation that would arise if the present case, and the counterclaim in the CFI case were to stand and be pursued independently of each other. While in the present case, petitioner's position is that he is still a stockholder of respondent corporation, in the CFI case, he is no longer such stockholder but an unpaid seller of his shares therein. In their Manifestation, on which petitioner did not bother to comment despite the order of this Commission, respondents pointed out that in the hearing of the CFI case on August 5, 1980, petitioner herein, thru counsel, had even asked for a partial judgment on the difference between the amount claimed by the petitioner as the unpaid consideration of his shares, which is P645,000.00, and the amount claimed by respondent corporation as cash advances made by petitioner, which is P473,315.00. In other words, it is claimed that the status now of petitioner herein is quite clear. By pursuing his money claim in the CFI case, the mismanagement case now pending before this Commission has lost its tenability. We agree with respondents' contention. From a reading of the transcript of stenographic notes of the proceedings in the CFI case annexed to the Manifestation, it is apparent that petitioner has maintained and is now pursuing the position that he is an unpaid seller of his shares in respondent corporation. It should be noted that in the CFI case, respondent herein Chainsaw Services, Inc., sued the petitioner herein claiming the amount of P473,315.00 which was allegedly obtained by the latter in the form of loans and advances. On the other hand, petitioner herein alleged in his counterclaim that respondent corporation owes him P645,000.00 representing the balance of the purchase price of his shares in said corporation. As things now stand, the previous posture of petitioner in this present case before this Commission that he is still a stockholder of respondent corporation is no longer tenable in the light of the definite stand he has adopted and is now pursuing in the civil case where he is claiming the balance of the purchase price of his shares. Certainly, petitioner cannot take the inconsistent stand that he is still a stockholder of respondent corporation while at the same time pursuing his claim against respondent corporation for the balance of the purchase price of his shares. It is evident from the record of the proceedings in the civil case that the only issue now in this entire controversy is how much respondent Chainsaw Services, Inc. owes the petitioner as balance of the purchase price of the shares of stock sold by the latter to the former. IN VIEW OF ALL THE FOREGOING CONSIDERATIONS, the second motion for reconsideration filed by respondent should be as it is hereby granted. Accordingly, the order of this Commission deferring resolution on the motion to dismiss filed by respondents is hereby reconsidered and this case, therefore, is hereby DISMISSED without pronouncement as to costs. SO ORDERED. (SGD.) EUGENIO E. REYES Hearing Officer