Mana-Agro Industrial Development Corporation, et al. vs. Jose I. Ilio, et al.

[SEC-SICD * CASE NO. 2385. May 17, 1990.] MANA-AGRO INDUSTRIAL DEVELOPMENT CORPORATION, ET AL. , petitioners , vs . JOSE I. ILIO, ET AL. , respondents . D E C I S I O N This refers to a verified complaint with a prayer for the issuance of writ of preliminary attachment wherein it was alleged that both complainant Eufemia Then and the respondents Jose I. Ilio, Rhett I. Romero, Maxima Romero, Dominador I. Ilio, Danilo M. Coronel and Zosima S. Ledesma are the incorporators and members of the Board of Directors of complainant Mana-agro Industrial Corporation; that sometime in January, 1981, respondent Maxima I. Romero broached out to complainant Then the idea of forming a corporation to engage in the manufacture of panel boards; that the understanding was for complainant Then to first advance the organizational expenses of said corporation and after the incorporators, who are the other respondents, shall have paid their subscription, the amount advanced will be returned to complainant Then; that at first, the latter was not receptive to the idea but after a conscientious plea, complainant Then acceded and advanced the amount of P50,000.00; that to forcibly tie-up complainant Then, respondent Maxima Romero made it appear in the Articles of Incorporation that complainant Then subscribed to P80,000.00 worth of shares and named her as Treasurer-in-Trust without her permission; that upon seeing the Articles of Incorporation wherein it appeared that she paid the amount of P21,000.00 as payment of her subscription, she demanded from respondent Maxima Romero and the other respondents the return of the amount of P29,000.00 which is the balance of the P50,000.00 she advanced as organizational expenses; that respondent Romero explained that this P29,000.00 was used to complete the P125,000.00 paid-up subscription and after the Articles of Incorporation shall have been passed upon and approved by the Securities and Exchange Commission, complainant Then could withdraw the money herself, she being the Treasurer; that right then and there, respondent Maxima Romero handed to complainant Then a deposit slip of the Philippine Banking Corporation and in the presence of other incorporators, the latter counted the amount of P125,000.00; that respondent Romero volunteered and insisted that she be allowed to, with her son, to deposit the amount with the bank saying that she already had Mrs. Then's specimen signature on the card; that sometime in May, 1981 complainant Then left for Germany together with her husband but left an instruction to respondent Maxima Romero for the latter to give the balance of P29,000.00 to her mother, handing at the same time to respondent Romero a withdrawal slip for P29,000.00 signed by her; that upon return from Germany, she learned that respondent Romero failed to return the balance of P29,000.00 to her mother; that she tried to contact respondent Romero but the latter refused to see her; that getting apprehensive, complainant then went to the Philippine Banking Corporation, Baclaran Branch; that to her surprise, the initial capital of P125,000.00 which was deposited in said Bank on May 28, 1981 had already been withdrawn on June 10, 1981 and July 3, 1981 because she was then already out of the country; that said withdrawal was made possible through a forged withdrawal slip; that after the discovery of the anomalous incidents, respondents could no longer be located; and that per records of the Department of Foreign Affairs, respondent Maxima Romero was about to leave the country to avoid liability. Hence, the instant action. dctai In answer, respondents denied specifically all the allegations of the complaint but averred that insofar as the matter of paid-up subscription, they paid the same to complainant and they did not ask her to certify, however, they saw her sign the certification. Proofs adduced by complainant consist of the testimonies of complainant Eufemia S. Then, Trinidad Yabyabin, Manager of Phil-Banking Corp., Paraaque branch, Atty. Marianito Atienza, and NBI agent Jesus Tacorda. Respondents, despite due notice to them, failed to attend subsequent hearings and therefore were not able to present their evidence. From the evidence adduced, both oral and documentary, the undisputed facts of the case as testified to by complainant Eufemia S. Then and her witnesses are that in January, 1981, after Eufemia S. Then's marriage to Frank Then, a German national and where respondent Maxima I. Romero acted as one of their sponsors, the latter enticed complainant Then into forming a corporation engaged in the manufacture of panel boards; Then, who did not have both the inclination and acumen to go into business was not very receptive; that respondent made a different approach and asked THEN instead to merely advance the organizational expenses and when the other would-be stockholders shall have paid their subscription, Romero shall return the advances. THEN expressed preference to just consider whatever amount she hands Romero a loan, payable upon payment by the other incorporators of their subscriptions; that THEN lent Fifty Thousand (P50,000.00) pesos to Maxima I. Romero evidenced by bearing Romero's signature (Exhibit "A); that to THEN's surprise, respondent Maxima I. Romero presented to her, the articles of incorporation of complainant corporation showing her to be Treasurer-in-Trust and subscriber to P80,000.00 worth of shares; that of said subscription it appeared in the same articles that she had paid P21,000.00 worth of shares; that she realized that she could no longer back-out but she confronted respondent Romero with promissory note and demanded that she be refunded the amount of P29,000.00 which she advanced since only P21,000.00 of it had been utilized by respondents; that respondent Romero explained that the same Articles of Incorporation showed that a total of P125,000.00 had been paid by the incorporators and respondents need the P29,000.00 temporarily to complete the amount of P125,000.00; that once said Articles of Incorporation had been approved by the Securities and Exchange Commission, THEN can withdraw her P29,000.00 she being the Treasurer; that THEN inquired where this amount of P 125,000.00 is for, she as treasurer-in-trust is to certify that the incorporators had deposited the amount in the bank in the company's name; that Maxima I. Romero and son Rhett I. Romero brought a bag containing bundles of peso bills and asked THEN to count the same; that THEN suggested that she count them in their would-be depository bank; that the respondents Romeros told her not to go to the bank, since they had in their possession deposits slips and signature specimen cards for her to accomplish and they will do the deposit themselves and get the bank's certification at the same time; that in May, 1981, THEN's husband was suddenly called to Germany and he could not leave without his Filipino bride; that Mrs. THEN instructed respondent Maxima I. Romero to hand to her mother in Novaliches the P29,000.00 balance of the P50,000.00 borrowed by respondent Romero, giving the latter a withdrawal slip duly signed by her, authorizing Romero to withdraw the amount, which instruction respondent Romero promised to follow; that while in Germany, THEN received word from her mother that respondent Romero had not given her the P29,000.00; that the old woman had not heard anything from Romero and instead there was news about mysterious things going on at Mana-Agro Industrial Corporation, Inc.; that conscious of her responsibility as Treasurer-in-Trust and after a year's waiting and all bad news reaching her, THEN finally decided to come home, on September 9 1982; that to her dismay and disappointment, she discovered that respondents Romeros in depositing the amount of P125,000.00 initial capital of complainant corporation with the Philbanking Corporation, used other deposit slips and specimen signature card and not those which she accomplished; that the signatures Eufemia Then written on the specimen signature card and the deposit slip were not hers (Exh. "E-6"); that on June 10, 1981, the amount of P125,000.00 was withdrawn by using the withdrawal slips signed by the same person who signed the name Eufemia Then on the deposit slip and Specimen signature card (Exhs. "G", "G-1" , and "G-2") leaving a few centavo balance; that she could not have made such withdrawals because on May 18, 1981, she left the Philippines for Germany (Exhs "D" and "D-1"); and that she reported the matter to the National Bureau of Investigation (NBI) which conducted an investigation that led to the filing of a criminal complaint with the Regional Trial Court of Manila. Called to attest as to whether complainant THEN was the person who deposited and withdrawn complainant's P125,000.00 on May 28, 1981 and June 10, 1981, witnesses Trinidad Yabyabin, Manager of Phil-Banking Corporation, Paraaque Branch, Atty. Marianito Atienza and NBI agent Jesus Tacorda were so positive in their testimony that it was not complainant Then who deposited the money amounting to P125,000.00 and withdraw the same on May 28, 1981 and June 10, 1981 because judging from the physical appearance, the person or the woman who represented herself as Eufemia Then in the accomplishment of the specimen signature card and the woman who withdraw the amount was other than complainant Eufemia S. THEN. There is here a clear case of falsification of public and commercial documents, the public document being the Articles of Incorporation, when Then was brought in as stockholder and Treasurer without her consent, and the commercial document being the deposit slips, signature specimen card and withdrawal slip, made out by respondent Romero who represented herself as Eufemia Then. As held in the case of People v. Villanueva, G.R. Nos. 39047-39052, October 31, 1933, 58 Phil. 671, falsification of public documents is deemed consummated the moment a genuine document is altered or the moment the false document is executed. It is immaterial that the falsifier did not achieve his objective. Neither is it necessary that there be present the idea of gain or the intent to injure a third person for the reason that, in contradiction to private documents, the principal thing sought to be punished is the violation of the public faith and the destruction of the truth as herein solemnly proclaimed (People v. Pacana, G.R. No. 22642-22644, December 19, 1924, 47 Phil. 48, U.S. v. Mateo, G.R. No. 8025, September 17, 1913, 25 Phil. 324). Respondent Maxima I. Romero never appeared to deny she is the one and whose physical appearance answer the description given by witnesses Marianito Atienza and Trinidad Yabyabin thru NBI agent Jesus Tacorda being alluded to in the complaint. Insofar as complainant Eufemia S. Then's P50,000.00 which respondent Maxima I. Romero obtained from her, or the P29,000.00 balance thereof as she claims, this is a matter purely personal between complainant Then and respondent Romero over which this Commission has no jurisdiction. We will confine ourselves only with the issue relative to the P125,000.00 of complainant corporation and the other issues related thereto for these are what falls within the ambit and mantle of our authority. llcd Eufemia Then's passport (Exh. "D") holds the vital key to the resolution of this case which respondents, no matter how they try, can in no way dispute. Then's last departure date as stamped thereon is May 18, 1981 and her arrival back here in the Philippines in September 9, 1982. Respondents deposit complainant company's P125,000.00 on May 28, 1981 when Then had departed and withdraw the same on June 10, 1981 barely twelve (12) days after its deposit and some fifteen (15) months prior to Then's return. The testimonies of witnesses Yabayabin, Atienza and NBI agent Tacorda to the effect that it was not Then who made both the deposit and withdrawal of complainant corporations' P125,000.00 fully substantiated respondents culpability. The non-appearance of the respondents before this Commission to controvert complainants' charge is to our mind, a virtual admission of all these charges. prLL WHEREFORE, Judgment is hereby rendered in favor of the complainants Mana-Agro Industrial Development Corporation and Eufemia S. Then and as against the respondents, ordering the latter to return to the former the amount of P125,000.00 with interest from June 10, 1981. Further respondents are also directed to pay complainant the amount of P20,000.00 as attorney's fees and a reasonable amount for the reimbursement of the premium charges paid by complainant. SO ORDERED. (SGD.) ALBERTO P. ATAS Hearing Officer