Benjamin A. Ugaban vs. Electroen, Inc., et al.

[SEC-SICD * CASE NO. 2002. September 26, 1990.] BENJAMIN A. UGABAN , complainant , vs . ELECTROEN, INC. and DANILO M. ROY , respondents . D E C I S I O N This is an action to declare null and void the board resolution removing the complainant from office and as a member of the Board of Directors of Electroen, Inc., as well as for the examination of the books of accounts of the said corporation. In support thereof, complainant alleged, among others, that he is a stockholder of respondent Electroen, Inc. having paid his subscription on July 24, 1980, which was duly reported on June 30, 1980 in the book of the corporation under Official Receipt No. 017 in the amount of P190,000.00; that the said amount was deposited with the Metropolitan Bank and Trust Co. (Pasong Tamo Branch). Sometime in November 14, 1980, the herein complainant wrote a letter to the members of the Board of Directors of respondent corporation, requesting for the examination of the books of accounts. However, his request was not granted; that likewise another request was made to the Corporate Secretary to furnish the complainant copies of all the board resolutions, but unfortunately the same was not given due course. Moreover, complainant wrote another letter to the Chairman and President of the respondent corporation requesting for the issuance of the certificate of stocks to all the stockholders. However, the same was also denied in clear violation of the Rules and Regulations of this Commission. Furthermore, on December 19, 1980, the herein complainant received a letter from the counsel for the respondent corporation containing a board resolution authorizing the chairman and President to terminate his services as Vice-President for Marketing and Director of the respondent corporation, respectively. Respondents filed their answer denying the material averments of the complaint and alleged as affirmative defenses that there is no legal basis for the issuance to the complainant of the stock certificates until his subscription is fully paid, including interest and expenses for delinquent shares; that the removal of the complainant as director and the termination of his confidential employment were effected legally. The records show that several hearings were conducted by the then Hearing Officer (Atty. Moyco) and both parties presented their evidence. Conformably, the issue was limited on the question of removal of the complainant, considering that the other issue concerning the right of the complainant to inspect and examine the books of accounts of the respondent corporation had been complied with when the complainant was furnished the books of accounts and pertinent records through his representative. Anent the removal of complainant as Vice-President for Marketing and Director, considering that as of December 19, 1980, the complainant was furnished a copy of the board resolution regarding his termination and term, as well as those of the members of the board that passed the questioned board resolution, has long expired, the issue has been rendered academic. Hence, it will served no useful purpose to still resolve said issue. Wherefore, considering the foregoing, let this case be, as it is hereby considered CLOSED. SO ORDERED. (SGD.) ENRIQUE L. FLORES, JR. Hearing Officer