Acebedo Optical, Inc. vs. Gloria N. Concha

[SEC-SICD * CASE NO. 2410. September 7, 1989.] ACEBEDO OPTICAL, INC. , petitioner , vs . GLORIA N. CONCHA , respondent . D E C I S I O N This is an action initiated by petitioner Acebedo Optical Co. Inc. (Acebedo for short) against respondent Gloria N. Concha for the recovery and possession of one of its branches located at Legarda, Sampaloc, Manila. cdlex Petitioner alleged that during its incorporation, it has eight (8) branches and one of this is situated at 2259 Legarda St., Sampaloc, Manila; that respondent is one of the incorporators and stockholders of Acebedo and as such, she was allowed, through tolerance and accommodation, to manage and keep the earnings of the aforesaid branch at Legarda with the undertaking to turn over possession upon demand by the petitioner; that on September 20, 1981, respondent was advised by the petitioner of the latter's need thereof and demanded from the respondent of the turn over of the Legarda Branch; that respondent, despite repeated demands, refused and failed to turn over the possession and that by reason of the respondent's unjustifiable refusal to turn over the possession of the Legarda Branch, petitioner suffered actual damages for having been deprived of the branch earnings. Hence, the instant complaint. Respondent, on the other hand, maintained that the Acebedo Optical, Legarda Branch was put up and opened by the respondent with her own resources and said branch had always been and up to the present, owned, managed and operated by her; that said branch had been owned by the respondent from the very beginning and had never been advised by the petitioner of the branch's needs; that there never was any demand from the petitioner for the respondent to turn over possession of the Legarda Branch; that respondent will definitely refuse the turn over of said branch to petitioner for the simple reason that said branch belongs to her in absolute ownership; and that her refusal to turn over possession of the aforesaid branch, if ever, would be completely justified, and petitioner, not being the owner of said branch was in no position to have suffered actual damages. Proof adduced by petitioner consists of the testimony of witness Ireneo Acebedo. Petitioner further sought the presence of Miguel Acebedo, the corporate president, but the latter was always out of the country so he cannot attend the hearings. prcd Petitioner sought to establish, on the one hand, that the Acebedo Optical branch situated at 2259 Legarda, Sampaloc, Manila is a single proprietorship owned by Felix B. Acebedo as evidenced by a certificate issued by the Office of the Mayor of the City of Manila (Exh. "A"); that, at present, the Legarda Branch of the Acebedo Optical Company is listed as one of the assets of the Corporation as shown on page 4 of its articles of incorporation (Exh. "B-3"); that respondent Gloria N. Concha knows for a fact that the aforesaid branch is owned by the petitioner corporation being one of its stockholders and that she had signed the Articles of Incorporation; that in occupying said branch, respondent was merely tolerated by the petitioner corporation, through Felix B. Acebedo, subject to the condition that the petitioner corporation may retake possession of the same if it so desires, which option was exercised by the petitioner corporation as evidenced by the Secretary's Certificate (Exh. "C"); that a letter addressed to respondent was sent by registered mail advising the latter that the President of the petitioner has taken over the administration and control of the branch but which letter was not received by the respondent, (Exh. "D"); that another letter was personally delivered to respondent directing the latter to make the necessary accounting of the business office of the Legarda Branch but which respondent refused to receive, (Exh. "E"); that because of the refusal of the respondent to receive the letter, the matter was referred to the legal department of the corporation for possible legal action; and that another letter was sent this time by the lawyer of the petitioner corporation to respondent formally demanding the turn over of the Legarda Branch to petitioner corporation. On the other hand, respondent testified that after she passed the Board Examination for Optometrist in 1956, she put up an optical clinic at 2259 Legarda, Sampaloc which was registered as a single proprietorship under her name with the Bureau of Domestic Trade on February 22, 1984 (Exh. "1"); that the same name was also registered with the Bureau of Internal Revenue and the Social Security System; that she was only renting the place at Legarda street as shown by the receipts reflecting payment of rentals (Exhs. "4", "4-A", "5", "5-A", "5-B", "5-C", "5-D", and "5-E"); that she was renting the place from G. Palomo from 1956 up to 1978 when COMTRUST took over the management of the building; that she was also paying taxes in connection with her management or operation of the clinic as shown by the Individual Income Tax Return? (Exhs. "8", "10", "11", "13" and "14"); that regarding the allegation that the Optical Clinic situated at 2259 Legarda, Sampaloc is included as part of the assets of the petitioner corporation, she was merely told by her stepfather, Felix B. Acebedo that he was making the Acebedo Optical as part of their corporation and was asked by him just to sign the Articles of Incorporation; and that she was told by her stepfather that he will be borrowing additional money for capitalization. Notwithstanding the testimony adduced during the hearing, as well as the documents presented by the petitioner corporation in support of its theory, still the undersigned Hearing Officer is at a loss to conclude that the Acebedo Optical Clinic located at 2259 Legarda, Sampaloc, Manila is part and parcel of the petitioner corporation. Ironically, from the documents submitted by the respondent, it can readily be deduced that since the start of the establishment and operation of the clinic at Legarda, Sampaloc, the respondent had already been in the exercise of the rights of ownership. The allegation that respondent, through petitioner's tolerance and accommodation, was allowed to continue managing the Acebedo Optical at 2259 Legarda, Sampaloc and to keep the earnings and pay expenses incurred with the understanding to turn over possession upon demand by the petitioner corporation, appears not supported by the evidence on record. On the contrary, from the facts unravelled during the hearing, particularly the copy of Exhibits "17-A" and "17-B", it was clearly shown that even the petitioner corporation itself had recognized, acknowledged and/or confirmed that the Optical Clinic in question is owned and directly managed by the respondent herself. Pertinent to note also is the failure of the petitioner to rebut respondent's testimony to the effect that she was merely asked by her stepfather to sign the Articles of Incorporation without reading the same. There is also that testimony of the respondent attesting to the fact that her Optical Clinic was borrowed by her stepfather and made part of the assets of the petitioner corporation solely for the purpose of increasing the corporate equity to be able to secure additional money for capitalization. These allegations were unrebutted. Thus, it may even be safely asserted now that the Acebedo Optical at Legarda, in the absence of proof to the contrary, belongs in absolute ownership to the respondent. Petitioner's failure to explain or relate the matters collateral to the principal testimony of the witness in this regard casts doubt and suspicion upon the veracity of the statement of its witness. It is, therefore, in this regard that the undersigned Hearing Officer considers the petitioner's witness declaration to be wanting of the earmarks of truthfulness. For all the foregoing, we find the petitioner to have failed in its bid to make a valid claim on the questioned property, subject of the instant case. WHEREFORE, the instant case should be, as it is hereby, DISMISSED for lack of merit. SO ORDERED. (SGD.) ALBERTO P. ATAS Hearing Officer