Felix B. Seriña vs. St. Martin Medical Center, Inc., et al.

[SEC-SICD * CASE NO. 2514. May 15, 1989.] FELIX B. SERIA , petitioner , vs . ST. MARTIN MEDICAL CENTER, INC., ET AL. , respondents . D E C I S I O N This Petition seeks to: (1) annul, void and declare illegal the alleged fake Articles of Incorporation of respondent St. Martin Medical Center, Inc. (SMMCI, for brevity), unnumbered Resolution, dated November 11, 1976, Minutes of Meeting of the Board of Directors held on November 11, 1976, Secretary's Certificate dated May 29, 1978 and Resolution of the Board of Directors of respondent SMMCI passed on May 26, 1978, which are all appended in the petition as Annexes "A", "B", "C" and "D", respectively, which were used as the basis by respondent Angelita Dio in entering into a Compromise Agreement in Civil Case No. 595-V-78 in the Regional Trial Court of Valenzuela, Metro-Manila; (2) declare Aurora G. Dio and Ofelia G. Ramos as fake and impostor members of the Board of Directors of respondent SMMCI and as have never been members of said board at any time; (3) declare Aurora G. Dio as fake and impostor Corporate Secretary of respondent SMMCI on November 11, 1976, May 26, 1978 and May 29, 1978 and to further declare her as not the Corporate Secretary of respondent SMMCI on said dates; (4) declare Ofelia G. Ramos as the genuine Corporate Secretary of respondent SMMCI since October 2, 1975 up to the present, and more particularly on November 11, 1976, May 26, 1978 and May 29, 1978; (5) declare respondent Angelita G. Dio as well as Angel G. Dio, Nicanora G. Dio, Teresa D. Velasquez, Angela D. Velasquez, Angelo D. Velasquez, Aurora G. Dio, Ofelia G. Ramos, Jose Estrada, Guillerma N. Sahagon, Ligaya S. Rivera, Juan Quito, Rebecca W. de Deduyo, Carmen Malig, Felix B. Seria, (herein petitioner), Dionisio B. Seria, Eliseo B. Seria, Norma R. Seria and Iluminada B. Palarca as the genuine charter, original and current stockholders of respondent SMMCI; (6) declare respondent Angelita G. Dio and Angel G. Dio, Nicanora G. Dio, Felix B. Seria (herein petitioner), Dionisio B. Seria, Eliseo B. Seria, Norma R. Seria, Jose Estrada, Iluminada B. Palarca, Guillerma N. Sahagon and Ligaya S. Rivera as the genuine, charter, original and current members of the Board of Directors of respondent SMMCI; and, (7) award petitioner such further reliefs and remedies as are just and equitable in the premises. In support thereof, petitioner alleged, inter-alia, that he is an incorporator, stockholder and member of the Board of Directors of respondent SMMCI; that respondent SMMCI is a domestic corporation duly incorporated with this Commission on August 28, 1975 under Registration Certificate No. 63205; that since its incorporation up to the present, there has not been any change in the number of stockholders of respondent SMMCI; that on January 1, 1976, the stockholders of respondent SMMCI reelected all the members of the Board of Directors for a term of one year or until their successors shall have been duly elected and qualified; that said Board of Directors had likewise reelected respondent Angelita G. Dio as its chairman and requested, through a resolution, respondent Angelita G. Dio and Ofelia G. Ramos to continue as President and Corporate Secretary, respectively, of respondent SMMCI; that these officers continued in their respective positions; that since January 2, 1976, up to the present, the stockholders and members of the Board of Directors of respondent SMMCI have never met, assembled or convened; that on February 6, 1978, without any authority from respondent SMMCI, its stockholders and Board of Directors, respondent Angelita G. Dio filed a complaint in the name of respondent SMMCI with Branch VIII of the then Court of First Instance of Bulacan docketed as Civil Case No. 595-V-78 and entered into a Compromise Agreement with the defendants therein by presenting an Articles of Incorporation, Unnumbered resolution and Minutes of Meeting which were all appended in the petition as ANNEXES "A", "B" and "C", respectively; that on May 29, 1978, respondent Angelita G. Dio fraudulently appropriated unto herself the 1/2 portion of all the properties of respondent SMMCI covered by Transfer Certificate of Title No. B-2026 issued by the Registry of Deeds of Metro Manila District III which refers to Lot 2-B of the subdivision plan (LRC) Psd-247191) by selling the same unto herself and attaching to the Deed of Absolute Sale thereof a Secretary's Certificate which is appended in the petition as ANNEX "D". LLphil Respondents, in their answer, denied the material averments of the petition. At the preliminary conference of this case, respondents, despite due notice, failed to appear. Hence, they were, upon proper motion, declared in default. No motion for reconsideration of the Order declaring them in default was filed by the respondents notwithstanding their receipt of said Order. Petitioner testified that on August 30, 1975, the following stockholders were elected as members of the Board of Directors of respondent SMMCI for a term of one (1) year or until their successors are elected and qualified, to wit: 1. Angelita G. Dio 2. Angel G. Dio 3. Nicanora G. Dio 4. Felix B. Seria 5. Dionisio B. Seria 6. Eliseo B. Seria 7. Norma R. Seria 8. Jose Estrada 9. Iluminada B. Palarca 10. Guillerma N. Sahagon 11. Ligaya S. Rivera that on the same date, the newly constituted Board of Directors of respondent SMMCI elected respondent Angelita G. Dio as Chairman and President, and Aurora G. Dio as Corporate Secretary thereof, and for these two persons to hold office until their successors are duly elected and qualified; that on October 2, 1975, Aurora G. Dio resigned as Corporate Secretary of respondent SMMCI and on the same date, the Board of Directors of the latter had elected Ofelia G. Ramos as its Corporate Secretary, which position was accepted by her; that on January 1, 1976, the stockholders of respondent SMMCI reelected all the members of the Board of Directors for another term of one (1) year and until their successors shall have been duly elected and qualified; that on the same date, the said Board reelected respondent Angelita G. Dio as its Chairman, and through a resolution, requested respondent Angelita G. Dio and Ofelia G. Ramos to continue as President and Corporate Secretary, respectively, of respondent SMMCI; that since January 2, 1976 up to the present, the stockholders and the Board of Directors of respondent SMMCI never convened or assembled and had never met, notwithstanding several requests made by the petitioner from respondent Angelita G. Dio, the Board of Directors of respondent SMMCI and its management to call the stockholders' and board of directors' meeting; that on February 6, 1978, respondent Angelita G. Dio, without authority from respondent SMMCI, its stockholders and Board of Directors, filed a complaint in the name of respondent SMMCI with Branch VIII of the then Court of First Instance of Bulacan (now Branch 172, Regional Trial Court, Valenzuela, Metro Manila) docketed as Civil Case No. 595-V-78; that respondent Angelita G. Dio entered into a Compromise Agreement with the defendants in said Civil Case presenting in support thereof the said Exhibits "C", "D" and "E"; that on May 29, 1978, respondent Angelita G. Dio had fraudulently appropriated unto herself, that is, by selling to herself, the 1/2 portion of all the properties of respondent SMMCI covered by Transfer Certificate of Title No. B-2026 issued by the Registry of Deeds of Metro Manila, District III, in the name of respondent SMMCI and refers to Lot 2-B of the subdivision plan (LRC) Psd-247191); that to cloth such sale with a semblance of regularity and legality, respondent Angelita G. Dio had attached to the Deed of Absolute Sale thereof Exhibit "F" allegedly executed by Aurora G. Dio, certifying that she is the duly elected Corporate Secretary of respondent SMMCI and that on May 26, 1978, the Board of Directors of respondent SMMCI passed and approved a Resolution authorizing respondent Angelita G. Dio to effect the transfer or sale of said 1/2 portion of the properties of respondent SMMCI. As culled from the records of the Commission and the evidence presented by the petitioner, it appears that respondent SMMCI was incorporated on August 28, 1975 with the following as incorporators, namely: Angel G. Dio, Nicanora G. Dio, Aurora G. Dio, Ofelia Ramos and Felix B. Seria (herein petitioner). Respondent SMMCI's Articles of Incorporation shows that it has eleven (11) directors, namely: 1. Angelita G. Dio 2. Angel G. Dio 3. Nicanora G. Dio 4. Felix B. Seria 5. Dionisio B. Seria 6. Eliseo B. Seria 7. Norma R. Seria 8. Iluminada B. Palarca 9. Jose Estrada 10. Genoveva Naval Sahagon 11. Ligaya Santos Rivera The Articles of Incorporation of respondent SMMCI likewise shows that the following persons have actually subscribed to its capital stock, to wit: 1. Angelita G. Dio 2. Angel G. Dio 3. Nicanora G. Dio 4. Maria Teresa D. Velasquez 5. Maria Angela D. Velasquez 6. Michael Angelo D. Velasquez 7. Aurora G. Dio 8. Ofelia Ramos 9. Jose Estrada 10. Genoveva Naval Sahagon 11. Ligaya Santos Rivera 12. Juan Quito 13. Rebecca V. de Deduyo 14. Carmen Malig 15. Felix B. Seria 16. Dionisio B. Seria 17. Eliseo B. Seria 18. Norma R. Seria 19. Iluminada B. Palarca A comparison of the Articles of Incorporation of respondent SMMCI on file with the Commission and Exhibit "C" (Articles of Incorporation of respondent SMMCI which is attached to the petition) would readily show that Exhibit "C" is not the same as the one on file with the Commission, as shown by the following: 1. Petitioner's name as incorporator was deleted, and in lieu thereof the name of respondent Angelita G. Dio was inserted; 2. The number of subscribers to the capital stock was reduced from 19 to 5; 3. All the subscription and paid-up capital of the original subscribers were added to respondent Angelita G. Dio's subscription and paid-up capital; and, 4. The name of the Notary Public and his inscription were changed. prcd As heretofore stated, the respondents were declared in default, hence, the testimonial and documentary evidence for the petitioner remain unrefuted. Moreover, nowhere from the records of the Commission would it show of any resolution, meeting of the Board of Directors of respondent SMMCI held on November 11, 1976 and May 26, 1978, and Secretary's Certificate as having been executed and notarized on May 29, 1978, hence, there could be no basis for the existence of Exhibits "D", "E" and "F". WHEREFORE, judgment is hereby rendered in favor of the petitioner and against the respondents, declaring the following: 1. The Articles of Incorporation of respondent SMMCI (Exh. "C"), unnumbered Resolution dated November 11, 1976 (Exh. "D"), Minutes of Meeting of the Board of Directors held on November 11, 1976 (Exh. "E"), Secretary's Certificate dated May 29, 1978 alleging the passage and approval of a Resolution of the Board of Directors of respondent SMMCI on May 26, 1978 (Exh. "F") which are all appended in the instant petition as ANNEXES "A", "B", "C" and "D" thereof, are hereby declared as fake and null and void; 2. Aurora G. Dio as an impostor Corporate Secretary and Ofelia G. Ramos as the genuine Corporate Secretary of respondent SMMCI since October 2, 1975 up to the present, and more particular on November 11, 1976, May 26 and May 29, 1978; 3. Respondent Angelita G. Dio as well-as Angel G. Dio, Nicanora G. Dio, Teresa D. Velasquez, Angela D. Velasquez, Angelo D. Velasquez, Aurora G. Dio, Ofelia G. Ramos, Jose Estrada, Guillerma N. Sahagon, Ligaya S. Rivera, Juan Quito, Rebecca W. de Deduyo, Carmen Malig, Felix B. Seria (herein petitioner), Dionisio B. Seria, Eliseo B. Seria, Norma R. Seria and Iluminada B. Palarca as the current and original stockholders of respondent SMMCI, as appearing in its genuine Articles of Incorporation; 4. Respondent Angelita G. Dio, as well as Angel C. Dio, Nicanora G. Dio, Felix B. Seria (herein petitioner) Dionisio B. Seria, Eliseo B. Seria, Norma R. Seria, Jose Estrada, Iluminada B. Palarca, Guillerma N. Sahagon and Ligaya S. Rivera as the current and original members of the Board of Directors of respondent SMMCI, as appearing in its genuine Articles of Incorporation. No pronouncement as to costs. SO ORDERED. (SGD.) ROLANDO C. MALABONGA Hearing Officer