Intensive Food Producers Asso. vs. Felipe C. Comandante

[SEC-SICD * CASE NO. 2050. May 14, 1982.] INTENSIVE FOOD PRODUCERS ASSO., ETC. , petitioner , vs . FELIPE C. COMANDANTE, ETC. , respondent . D E C I S I O N On May 13, 1981, the petitioner, represented herein by its president, filed a petition against the above-named respondent alleging that the petitioner is a non-stock and non-profit corporation duly organized and existing under the laws of the Philippines; that on September 1, 1980 an organizational meeting was held and that the original incorporators of the petitioner-corporation were duly elected to the position opposite their names, namely: prc 1. Eufronio G. Calope Chairman of the Board 2. Orlando S. Relampagos Member 3. Maria C. Ulanday Member 4. Eleanor C. Calope Member 5. Abundio S. Germio Member 6. Claro H. Achito Member 7. Edgardo F. Sarencio Member 8. Guillermo S. Ulanday Member 9. Teresita T. Alonzo Member That a copy of the minutes of said organizational meeting was submitted to the Commission; that the election of the members of the Board was held on March 14, 1981 during the annual meeting of the regular members of the petitioner corporation and a copy of the minutes of said annual meeting was submitted to the Securities and Exchange Commission; that the respondent and his group also allegedly held an annual meeting of the members of the petitioner corporation on March 14, 1981; that respondent made it appear that the following persons who were present during said meeting were members of the association and elected to the position indicated opposite their names, to wit: 1 . Nightingale Lapus Asst. Treasurer 2. Protacio Enriquez Project Coordinator 3. Bienvenido Clarin Action Officer 4. Alejandro Seguin Area Supervisor 5. Romeo Seguin Area Officer that the alleged members of the respondent denied having been elected in the aforesaid election and stated that they have never been members of the Association as evidence by their joint affidavits (Annex "B" and "b-1"; that respondent is not a member of petitioner corporation; that he never formally filed an application for membership nor paid his membership dues; that respondent was only motivated by greed and avarice for he maneuvered himself to the corporation under the mistaken belief that the corporation is an assignee of a landed estate with an authority to sell the same on commission which, however, is not true, and incompatible with the very nature of the association, it being non-stock and non-profit; that respondent has many pending estafa cases against him as shown by the certification issued by the Quezon City Police Station (Annex "C"); that respondent fabricated the minutes of the organizational meeting allegedly held on October 4, 1980 wherein the claimed to have been elected as Chairman of the Board. Petitioner, therefore, prays that respondent be declared mere interloper, intruder and usurper in relation to petitioner corporation; to declare the meeting held be respondent on October 4, 1980 as illegal; the minutes and resolution in connection therewith as null and void; to declare the acts of respondent and his group as null and void including the alleged meeting of March 14, 1981; to declare the Board headed by Eufronio G. Calope, as the legitimate and legal board and as legitimate and legal officers of petitioner corporation; and to enjoin respondent and his group from further doing acts of usurpation. LLjur Respondent Felipe C. Comandante filed on June 23, 1981 an answer with admissions and denials of twelve (12) paragraphs. When this case was called for preliminary conference-hearing, counsel for the petitioner corporation submitted his motion for summary judgment while respondent requested for enough time to file opposition. On November 18, 1981, respondent filed his opposition. Petitioner corporation in its motion for summary judgment assigned three (3) grounds: 1. that the respondent is not a member of the petitioner corporation; 2. that the alleged meeting on October 4, 1980, is null and void ab initio; and 3. that the alleged meeting on March 14, 1981, allegedly conducted by respondent, is null and void ab initio. On the first ground, petitioner corporation maintains that respondent is not a member of the corporation. Petitioner argued that as borne out by the original corporate records of the corporation which are on file with the Securities and Exchange commission, the respondent is not among the original incorporators nor is he a member of the pre-incorporation Board of Directors, neither is he (respondent) a member of the corporation as shown by the list of official members submitted by its president and chairman of the board of Eufronio G. Calope to the Commission; that respondent in denying the allegations of the petitioner-corporation merely resorted to academic arguments with the use of undignified, nay foul and vulgar language, an unmistakable sign that he ran out of valid arguments; that respondent could not show by competent evidence independently of the alleged minutes of that meeting on October 4, 1980, that he (respondent) is an accredited member of the petitioner corporation. On the second ground, petitioner argued that the alleged meeting on October 4, 1980, is null and void ab initio. In support thereof, petitioner-corporation pointed out that its By-Laws was approved only on February 3, 1981, by the Commission which in fact is borne out by its official records and therefore, the alleged meeting on October 4, 1980 prior to the approval of the by-laws cannot be legally had; that the alleged special meeting on October 4, 1980 for the reorganization of the Board of Directors and the different committees was without notice; that respondent admitted in paragraph 10 of his answer that he was not yet a member of the board and as such, he can never be elected as officer therein, much less as chairman of the board; that the said minutes of the alleged meeting on October 4, 1980 was fabricated and manipulated as shown by the discrepancy of the date indicated such as the meeting was allegedly held on October 4, 1981 but in the body of the minutes, on the second and last paragraphs, it was stated that the meeting was held on September 13, 1980. On the third ground, petitioner maintains that respondent, not being a member as already adverted to, cannot be member of the board, much less as officer thereof, that the alleged meeting on March 14, 1981 called by respondent pursuant to Article VIII of Section 1 of the by-laws of the petitioner-corporation as approved by the SEC is the provision on "Amendment" and not on the annual meeting of the association; that said article has no section 1 which proves that the respondent is a mere usurper; that Article VI of the Articles of Incorporation and Article IV, Section 1 of the by-laws of the petitioner corporation, duly approved by the Commission (SEC), stated that petitioner corporation shall only have nine (9) members of the Board of Directors, while in the alleged meeting by the respondent on March 14, 1981 the assembly allegedly elected ten (10) members of the board in gross violation of the Articles and by-laws of the petitioner corporation an indication that respondent is a usurper; that records of the SEC show that Eufronio Calope, representing petitioner-corporation herein, is among the original incorporators, and a member of the Board of Directors as shown by the Articles of Incorporation approved by the Securities and Exchange Commission (SEC) now forming part of the official records of the SEC. On the other hand, respondent in his opposition countered that the grounds upon which petition leans are evidentiary in nature; that evidentiary matters could not be made as basis for summary judgment; that the petition for summary judgment be denied, for want of merit. By agreement of the parties, the motion for summary judgment was submitted for resolution. In all the aforecited grounds of petitioner-corporation, it was always maintained that the corporate records which are in the possession of the Commission are of judicial notice and therefore could be the basis for summary judgment. A perusal of the verified petition, as well as the original corporate records in the possession of the Commission together with the pertinent documents which were the subject of subpoena duces tecum, we are of the view that indeed these papers are within the judicial or legal notice of the Commission which respondent failed to controvert the authenticity, existence and even the veracity thereof. The corporate records in the Commission, the pleadings and documents attached thereto in the petition belie the claim of respondent that he is a member of the association, nor a member of the board of directors of the petitioner-corporation. LibLex Conclusive is the documentary evidence that there is no genuine issue as to any material fact between the contentions of the herein petitioner-corporation and respondent, and if there is any, the same can be easily determined from the SEC corporate records, and the pleadings and documents attached thereto; hence, petitioner-corporation motion for summary judgment is therefore proper, as it is entitled to judgment under Section 4 of Rule VIII of the New Rules of Procedure in the Securities and Exchange Commission . In view of all the foregoing and finding that the manner of the respondent does not tender any genuine issues, summary judgment, as prayed for, is hereby rendered, to wit: 1. Declaring respondent as a mere interloper, intruder and usurper, in relation to petitioner; 2. Declaring the meeting held by respondent and his group on October 4, 1980, as illegal and all proceedings, minutes and resolutions in connection therewith as null and void ab initio; 3. Declaring all the facts of respondent and his group or their board, jointly or singly, as null and void, including their alleged annual meeting on March 14, 1981, the minutes and resolutions thereof, as null and void, as well as the list of members submitted by and thru respondent or any of his group; 4. Declaring the Board, headed by Eufronio G. Calope, as the true, legitimate and the legal Board; and Eufronio G. Calope and his group as the true, legitimate and legal officers of petitioner-corporation; LLpr 5. Enjoining respondent and his group from further doing acts of usurpation, or anything inimical to the interest of petitioner. SO ORDERED. (SGD.) JOAQUIN G. GARAYGAY Hearing Officer