Guerilla Legion, Inc. vs. Maximo Perez, et al.

[SEC-SICD * CASE NO. 1823. August 6, 1981.] GUERILLA LEGION, INC. , represented by its President Ramon Nunal , petitioner , vs .MAXIMO PEREZ, ET AL. , respondents . O R D E R Submitted for resolution before this Commission are two incidents of the above-entitled case; (1) the Motion to Dismiss Petition dated February 5, 1980 filed by respondent Zamboanga Commercial and Trading Corp. (ZAMCOTRACO) and the Opposition thereto filed by petitioner dated March 20, 1980 and (2) the special defenses interposed by the other respondents to the petition, dated February 11, 1980. LLphil Some of the grounds advanced in the motion to dismiss filed by respondent Zamboanga Commercial and Trading Corp. are substantially similar to the special defenses raised in the answer by the other respondents, namely: (1) That petitioner has no personality to sue; (2) That the petition does not state a cause of action; (3) That the cause of action is barred by a Statute of Limitation. The rest of the grounds alleged in the motion to dismiss are that the Commission has no jurisdiction over the nature of the action; that the petitioner is not the real party in interest; that the demand set forth in the petitioner's pleading has been abandoned; and that there is another action pending between the same parties for the same cause. On December 14, 1979, petitioner filed this instant petition asking this Commission to declare null and void the dissolution of Guerilla Legion, Inc.,the sale and transfer of the properties of the said corporation to G.L. Enterprises, Inc.,and the subsequent sale and transfer of the same properties by G.L Enterprises, Inc. to Zamboanga Commercial and Trading Corporation. Petitioner alleged that the Amended Articles of Incorporation of Guerilla Legion, Inc.,particularly Article IV shortening the life of the corporation up to September 15, 1966, filed before this Commission on October 17, 1966 was a falsified document purportedly prepared by the respondents except: Zamboanga Commercial and Trading Corporation. It was also alleged that the sale and transfer of the properties of the petitioner to G.L. Enterprises, Inc. and subsequently to Zamboanga Commercial and Trading Corp. by respondent Maximo Perez were fictitiously made, simulated and without consideration at all and therefore these transactions were null and void. One of the grounds raised by the respondents in their Special Defenses and in the Motion to Dismiss is that the petitioner in this instant case has no personality to sue. Respondents alleged that petitioner corporation was validly and legally dissolved on September 15, 1966 through the filing of its Amended Articles of Incorporation shortening its term of existence up to September 15, 1966 which this Commission has duly approved on November 21, 1966. Having been dissolved in accordance with law, petitioner corporation, therefore, has no more personality to bring the suit. In support of this contention, they presented documents showing the series of events that led to the formal dissolution of the petitioner corporation. First, on March 5, 1966, petitioner corporation held an annual membership meeting and passed a resolution changing petitioner corporation from a non-stock corporation to a stock corporation by transferring its assets and properties to the latter corporation, with the petitioner corporation's 426 members of good standing to become the stockholders of the stock corporation (Exh. "2" respondent's Special Defenses). Second, pursuant to this resolution (Exh. "2"),G.L. Enterprises, Inc.,a stock corporation, was duly organized in accordance with law, its Articles of Incorporation was filed and approved by this Commission on June 15, 1966. Third, on September 10, 1966, petitioner corporation held a special membership meeting wherein the members again passed two resolutions (1) amending Article IV of the articles of incorporation of Guerilla Legion, Inc. by shortening its term of existence to September 15, 1966 and (2) authorizing the transfer by a proper conveyance of all the assets of the petitioner corporation to G. L. Enterprises, Inc. (Exh. "3" respondents Special Defenses). Fourth, on September 15, 1966, the board of directors of the petitioner corporation passed a resolution authorizing respondent Perez, who was the president of Guerilla Legion, Inc. during that time, to execute in behalf of the corporation as he did execute, the Deed of Sale in favor of G.L. Enterprises, Inc. (Exh. "4" respondents Special Defenses).In addition to this, respondents further alleged that during the said special meeting of Guerilla Legion, Inc.,no single member objected to its dissolution and to the transfer of its assets to G.L. Enterprises, Inc. On the contrary, the members of the petitioner corporation, including Ramon Nunal, have allowed themselves to become stockholders of G.L. Enterprises, Inc. A perusal of the records of the Guerilla Legion, Inc. on file with this Commission and of which it takes judicial notice, reveals that all the pertinent papers and/or documents required to support an application to amend its Articles of Incorporation have been submitted. These documents appeared to be in order and on the basis of which the Commission approved the amendment and the corresponding Certificate of Filing of Amended Articles of Incorporation was issued on November 21, 1966. Petitioner corporation, therefore, was dissolved as of September 15, 1966 as provided in its amended Articles of Incorporation. Under Section 77 of the old Corporation Law, a corporation whose charter expires by its own limitation shall/continue as a body corporate for three years after the time when it would have been dissolved, for the purpose, among others, of prosecuting and defending suits by or against it. From the above provision, it is clear that the petitioner corporation has three years from September 15, 1966 within which to prosecute any action. In view of the above findings, the Commission is not inclined to discuss further the merits of the other grounds raised in the Motion to Dismiss and the Special Defenses. WHEREFORE, after considering all the foregoing, and finding the petitioner corporation to have been dissolved in accordance with the formalities required by law on September 15, 1966, the Commission dismisses the instant petition on the ground that petitioner has no legal personality to bring the suit. SO ORDERED. (SGD.) JAMES K. ABUGAN Hearing Officer