Agcaoili v. Rivera

[SEC-SICD * CASE NO. 3278. February 9, 1994.] PAZ AGCAOILI , complainant , vs . ALBERTO A. RIVERA, ET AL. , respondents . D E C I S I O N This is an Amended Complaint filed by Paz G. Agcaoili against individual respondents Alberto A. Rivera, Simplicio Valino, Purificacion Sison, Eugenia dela Cruz and Pilar Sison praying for respondents removal as officers and members of the Board of Trustees of JOBS Technical and Secretarial School, Inc., creation and appointment of management committee, the return to the corporation of all benefits respondents received as Directors and officers of the corporation, payment to the complainant dividends, interests and benefits due under Stock Certificate No. 34 and 36 and impose fines and penalties against respondents. STaHIC In support thereof, complainant alleges, among other, that she is a stockholder and former treasurer of JOBS Technical and Secretarial School, Inc. hereinafter referred to as JOBS, a domestic educational corporation duly organized and existing under and by virtue of the laws of the Philippines with a principal office at 1819 C.M. Recto Avenue, Manila; that respondents Simplicio Valino, Alberto Rivera, Purificacion Sison, Eugenia dela Cruz and Pilar Sison are the Chairman, President, Treasurer, Secretary and members of the Board of Trustees of JOBS respectively and they likewise comprise the majority group of stockholders of JOBS; that complainant is the endorsee of Stock Certificates Nos. 34 and 36 representing twenty (20) and thirteen (13) founder shares, respectively of JOBS by virtue of the endorsement made by Salud B. Andres in July 1971; that complainant accuses the respondents of manipulating the stock and transfer book, for having failed to register the same with the Commission and for denying complainant her right to inspect the books of the corporation; that despite repeated verbal and written requests, respondents failed and refused and still fail and refuse to record in the Stock and Transfer Book of JOBS the transfer of Stock Certificate Nos. 34 and 36 in favor of the complainant; that because of respondents' refusal, complaint was deprived of the dividends, interest, voting rights and other benefits due the Thirty Three (33) shares transferred to her; that based on the Calma reports, respondent Alberto Rivera is not a stockholder of record of JOBS; that the name of respondent Pilar Sison does not appear in the list of stockholders of JOBS nor in any of the other books of the corporation, that respondent Valino who is not a holder of a founder or common shares, acquired Stock Certificate No. 44 by virtue of the transfer made in his favor by the late Gonzalo Santos Rivera of Stock Certificate No. 4 on July 31, 1973, in violation of the pre-emptive right given to holders of founder shares under Article III, Section 2 of the By-laws of JOBS; that since respondents Valino, Rivera and Pilar Sison are not bona fide stockholders of JOBS, they are disqualified to hold office as Directors and Officers of JOBS; that respondent Valino is guilty of falsification of the General Information Sheet of JOBS for 1979 by making it appear that Gonzalo Santos Rivera was a Director of JOBS as of December 31, 1979 when in fact Gonzalo Santos Rivera died as president and not as Director on October 3, 1979; that because of the aforementioned acts of the respondents, complainant was compelled to secure the services of a lawyer agreeing to pay the latter's professional fee in the amount of P50,000.00 pesos and considering that complainant has undergone mental anguish, physical and emotional suffering and serious anxiety, respondents should be made jointly and severally liable to pay complainant the amount of P100,000.00 pesos as moral damages. In their answer to amend complaint dated July 18, 1989, respondents denied the material allegations in the complaint. Respondents claimed that they never conspired with each other to manipulate the stock and Transfer Book of JOBS. They also denied the claim of the complainant that the Stock and Transfer Book of JOBS has not been registered with the Commission as required by law. Respondents further denied that they violated complainant's right to inspect corporate books as respondents never denied this right of complainant. Respondents also claimed that complainant lied when she claims that Stock Certificate No. 34 was not recorded in her name in the books of the corporation when in truth said certificate had long been recorded in her name in the books of the corporation. They further alleged that as far as Certificate of Stock No. 36 is concerned, the same is subject of a criminal indictment against complainant and they also denied the claim of complainant that respondents Alberto Rivera, Pilar Sison and Simplicio Valino, are not stockholders of record of JOBS. As agreed upon by the parties during the pre-trial hearing, the issues to be resolved in this case are: 1. Whether or not respondents refused to record in the Stock and Transfer Book of the corporation the Transfer of Stock Certificate Nos. 34 and 36 in favor of complainant and to issue new Certificates of Stock in her favor. CEDScA 2. Whether or not Alberto Rivera, Simplicio Valino and Pilar Sison are stockholders of JOBS. Hearings were conducted wherein complainant presented testimonial and documentary evidence. However, respondents were declared to have waived their right to present evidence on the ground that they repeatedly failed to appear at the scheduled hearings for the reception of their evidence (order dated May 12, 1993). From the evidence adduced, the following facts were established. 1. Stock Certificate No. 34 representing 20 shares and stock certificate No. 36 representing 13 shares were previously owned by Salud Andres and thereafter, both certificates were duly endorsed by the owner to Paz Agcaoili, the complainant herein (Exhs. "A", "A-1", "A-2", "B", "C", and "C-1". 2. Certification dated February 18, 1986 issued by Salud Andres confirming that both Stock Certificate Nos. 34 and 36 were indeed endorsed to the complainant Paz Agcaoili. 3. Complainants, on several occasion, requested respondents to effect or record the transfer of said stock certificates covering a total of 33 shares in the book of the corporation but despite repeated demands, respondents failed to comply complainant's valid request. (Exhibits "D", "D-;", "D-2", "D-3" and "D-4") Further, respondents admitted in their answer as well as in the pre-trial hearing that stock certificate No. 34 has already been recorded in the book of the corporation in the name of the complainant. It cannot be denied that under the foregoing established facts, complainant is now the considered owner of the 33 shares under Certificate Nos. 34 and 36 which were duly endorsed by the previous owner Salud Andres. As the owner of said shares, complainant has been deprived of her stockholder's right guaranteed under the law when respondents refused to record in the Stock and Transfer Book the aforementioned shares in her favor despite several demands without justifiable ground. Besides, as heretofore stated, respondents were declared to have waived their right to present evidence, hence, complainant's testimonial and documentary evidence remain unrefuted. Anent the second issue, this Hearing Officer is of the opinion that, in so far as respondents Alberto Rivera and Simplicio Valerio are concerned, complainant failed to present sufficient proof to justify her claim that they are not stockholders of JOBS. On the contrary, the corporate records in file with the Commission of which this Hearing Officer takes judicial notice of, show that they are not only stockholders but also members of the board of Directors of the corporation for the year 1980 together with complainant, Paz G. Agcaoili. Likewise, as shown by the record, respondents Simplicio R. Valino and Alberto A. Rivera were listed as one of those stockholders who attended the annual stockholders meeting held on February 24, 1980 as certified to by the corporate secretary and the president, respectively. On the other hand, the same records would show that respondent Pilar Sison is not a stockholder of JOBS. WHEREFORE, judgment is hereby rendered as follows: 1. Directing the respondents to immediately record the transfer of Stock Certificate No. 36 in favor of the complainant in the Stock and Transfer Book of the corporation and to issue new certificates of stock to the complainant in lieu of Stock Certificates Nos. 34 and 36. Likewise, complainant is entitled to whatever dividend were declared by the corporation accruing to the 33 shares she owned. 2. Declaring respondents Alberto Rivera and Simplicio Valino as stockholders while respondent Pilar Sison as not a stockholder of JOBS. No pronouncement as to cost. TECIaH SO ORDERED. (SGD.) JAMES K. ABUGAN Hearing Officer