UBS Marketing Corp. v. Flores

[SEC-SICD * CASE NO. 3328. May 3, 1995.] UBS MARKETING CORPORATION AND JOHNNY KH UY , petitioners , vs .BAN HUA U. FLORES, BAN HA U. CHUA AND ROLAND M KING, doing business under the firm name of King's Bookkeeping and Accounting Agency and the SOON KEE COMMERCIAL, INC. , respondents . FOR: Turn over of Books of Accounts, Sums of Money and Damages with Writ of Preliminary Mandatory Injunction. D E C I S I O N This is an action for the turn over of books of accounts, accounting, damages with preliminary mandatory injunction. In support thereof, petitioner allege, inter alia, that UBS Marketing Corporation is a domestic corporation duly organized and existing under the laws of the Philippines; that since its incorporation on September 9, 1976, UBS Marketing Corporation had its principal office at the UBS Building, 6th Street corner Camagong Street, Bacolod City, Philippines; that on July 1, 1987, after the Uy family that owns the Soon Kee Commercial, Inc. and the UBS Marketing Corporation composed of Jose K.C. Uy, Johnny KH Uy, Ang Sy, Ban Hua U, Flores, Ban Ha U. Chua Roselle U. Cham and Gloria U. Chan, all stockholders, officers and directors of said corporation, were split and divided due to rancor, dissension, deceit and intrigue, in the Uy Family, it was agreed before a Board of Mediators designated by them that UBS Marketing Corporation go to petitioner Johnny KH Uy over his objection and its principal offices were therefore transferred by petitioner Johnny KH Uy, to 192-A Speaker Eugenio Perez Street, Quezon City, while respondent SOON Kee Commercial, Inc. which was transferred to Ban Hua U. Flores, Ban Ha U. Chua and the rest of the brothers and sisters in violation of the agreement dictated and composed by respondents which agreement duly signed by all members of the Uy Family and the Board of Mediators, remained at the UBS Building in Bacolod. Since September 9, 1976 and until June 5, 1987, respondents Ban Hua U. Flores and Ban Ha U. Chua were stockholders and directors of UBS Marketing Corporation and that before June 5, 1987, respondent Ban Hua U. Flores was Executive Vice-President and in-charge of all accounting and handling of funds of UBS Marketing Corporation and respondent Ban Ha U. Chua was Secretary of petitioner corporation and concurrently its Assistant Manager of UBS Marketing Corporation so that both took charge of the day to day operations of all the Uy Family Corporations and they also took charge of all accounting and collections of all accounts receivables of the Uy Corporations and both said respondents controlled the funds of all the Uy Family Corporations and both also were signatories of all checks issued by said corporations although they did not occupy the position of treasurer in any of said corporations and the financial documents and reports were also prepared, signed and executed by them. On June 5, 1987, respondent Ban Hua U. Flores sold all her shares of stock in petitioner corporation to Magdalena G. Uy; that likewise on said date, respondent Ban Ha U. Chua sold her shares of stock in petitioner UBS Marketing Corporation to Johnny KH Uy as evidenced by the Assignment of stock subscription signed by respondent Ban Hua U. Flores and Ban Ha U. Chua in favor of Magdalena G. Uy and Johnny KH Uy, respectively. Petitioners further aver that respondent Roland M. King had been for many years, until June 30, 1987, the accountant of petitioner corporation and of respondent Soon Kee Commercial, Inc. and in such capacity, he was in-charge of all the accounting and bookkeeping work for petitioner corporation and that of respondent Soon Kee Commercial, Inc. which was incorporated only in February 1982 and whose predecessor was Soon Kee Commercial whose accounting, bookkeeping cash and other financial records were all handled also by respondents Ban Huan U. Flores and Ban Ha U. Chua; that from its incorporation, all corporate accounting records, tax and financial records, property documents, especially cash money of the UBS Marketing Corporation were kept in the petitioner's principal office at Bacolod City under the custody, supervision and control of respondents Ban Hua U. Flores and Ban Ha U. Chua. When the petitioner corporation officially transferred its principal office to 192-A Speaker Eugenio Perez, Sr. Street, Quezon City, petitioners demanded from respondents that they turn over to petitioners in Quezon City, the aforesaid corporate records, books of accounts, property, documents, financial and tax records, and records of transactions and minutes of stockholders and directors special and regular meetings in compliance with the provisions of the Corporation Code of the Philippines and Internal Revenue Code, and pursuant to an agreement signed by the Uy Family members before the said Board of Mediators; that despite repeated demands for such turn over of records made upon respondents by petitioner Johnny KH Uy, President of petitioner corporation, and, by the counsel Atty. Ramon Encarnacion and the Board of Mediators, the respondents have deliberately failed and refused, and continue to fail and refuse, without any valid cause or justification to turn over and deliver custody and possession of said corporate records to petitioner corporation to the great damage, loss and prejudice of the petitioner corporation. It appears that on May 1987 and earlier, the members of the Uy family composed of petitioner Johnny KH Uy, Ban Hua U. Flores, Ban Ha U. Chua, Jose KC Uy, Roselle Cham and Gloria U. Chan, and their mother Ang Sy, who were the real owners of the Soon Kee Commercial, Inc. and the UBS Marketing Corporation, both family corporations have agreed in front of a Board of Mediators that Soon Kee Commercial, Inc.,shall set aside certain amount of common fund as contingency fund to answer for whatever debt and obligations of the petitioner corporation and other Uy family corporations to be entrusted to a Board of Mediators, consisting of Sy Seng Cho, Tomas Young, Jacob Laoenkue and Tan Bon, for their disposal and pursuant to said agreement had set aside said contingency fund for turn over to the said Board of Mediators; that notwithstanding the lapse of a considerable length of time from May, 1987 to the present, the respondents are still holding the said contingency funds which had already been set aside by the members of the Uy family from fund of the Soon Kee Commercial which is a common fund of the members of the Uy family who were the stockholders and directors of the Soon Kee Commercial, Inc. and who have been in control of the funds of Soon Kee Commercial, Inc. held and controlled by respondents and deliberately failed to turn over the said contingency fund to the Board of Mediators. Said respondents have kept the same for themselves and misappropriated the same for their personal benefit and gain, to the great damage and prejudice of the petitioners who have not been able to avail of the said contingency funds for the payment of the obligations to creditors incurred by respondents while they had control of the funds of petitioner corporation and which cannot yet be finally determined because of the refusal of the respondents to surrender the records, books of accounts, records of transactions and corporate records of UBS Marketing, to the great damage and prejudice of the petitioners; that it has also been agreed by the members of the Uy family that own and control the Uy family corporations including the Soon Kee Commercial, Inc. and the UBS Marketing Corporation, that slow moving receivables of the Soon Kee Commercial, Inc, which constitute the biggest part of the accounts receivables of the Uy family corporations, have already been set aside so that the proceeds from collections thereof should be turned over to the Board of Mediators for proper accounting and distribution to the Soon Kee Commercial Inc. and the UBS Marketing Corporation; that despite the long lapse of time from date of said agreement in May 1987, to the present, and collections therefrom had already been made by the Soon Kee Commercial, Inc, under the control of respondents, said respondents had deliberately failed and refused to account for the same and had failed and refused to turn over the said amounts to the Board of Mediators for distribution to the UBS Marketing Corporation and the Soon Kee Commercial, Inc. to the great damage and prejudice of the petitioners who are entitled to their rightful share of the same. Petitioners further allege that it was also agreed in May, 1987 that the separation pay, bonuses, and allowances of petitioner Johnny KH Uy, as President of the Soon Kee Commercial, Inc. and UBS Marketing Corporation; should be paid from the funds in the hands of respondents who had controlled the funds of the UBS Marketing Corporation and the Soon Kee Commercial, Inc. which had already been set aside for the purpose; that notwithstanding the lapse of time from May 1987 to the present, respondents have failed to turn over the said amount to the Board of Mediators for delivery to petitioner Johnny KH Uy. Further, in the agreement of May 1987, respondents who had been holding the funds of the Uy Family corporations, had undertaken to turn over to the petitioner UBS Marketing Corporation, one Isuzu or Nissan Truck in A-1 condition in exchange for one Isuzu Gemini Car and one Ford Fierra Diesel Pick Up Truck of UBS Marketing Corporation for the use of said corporation, but despite the fact that petitioner corporation had already turned over to respondents the Isuzu Gemini car and the Ford Fierra Pick Up Truck both new models, said respondents failed and refused deliberately and maliciously to turn over the said Isuzu or Nissan Truck in the conduct of the business notwithstanding repeated demands to the great damage and prejudice of the petitioner. Respondents filed a motion to dismiss, alleging the following grounds: 1. The Commission has no jurisdiction over the persons of the respondents. 2. The Commission has no jurisdiction over the nature of the action or suit. On May 12, 1988, the, then Hearing Officer Josefina L. Pasay-Paz, issued an Order denying the motion to dismiss. On May 22, 1989, an order was issued granting petitioners application for the issuance of a Writ of Preliminary Mandatory Injunction. The records show that for failure to answer within the reglementary period, the, respondents were declared in default upon several motions of the petitioners. The respondents questioned the orders denying the motion to dismiss and the declaration of default before the Honorable Court of Appeals in C. A. R. G. Case No. 17972-SP. The Honorable Court of Appeals, rendered an adverse decision against the petitioners by reversing the order of Securities and Exchange Commission denying the motion to dismiss and declaring them in default. From this decision of the Court of Appeals, the petitioners went to the Supreme Court. On August 23, 1991, the Honorable Supreme court rendered a decision sustaining the Commission in G.R. No. 93839. The decision of the Supreme Court having become final and executory, the petitioners' filed a motion to continue further presentation of their evidence which was granted by the Commission. The hearing was conducted, ex-parte pursuant to the decision of the Honorable Supreme Court affirming the ruling of the Commission declaring the respondents in default. During the hearing ex-parte, the petitioners made of record that to avoid repetition of the testimony of witnesses who have already testified in the hearing for the issuance of the preliminary mandatory injunction, the petitioners are adopting their testimonies as well as the marking of exhibits, previously offered and admitted except Exhibits "U" to "W" with their submarkings. Exhibits "X" "Y" and "Z" were marked. In the hearing ex-parte, petitioners recalled to the witness stand Johnny KH Uy for continuation of his direct testimony during the hearing on the preliminary mandatory injunction. In support of the petition, the petitioners presented five (5) witnesses whose testimonies are briefly summarized as follows: 1. MYRA ABLANG, an employee of the Soon Kee and UBS and secretary of Johnny KH Uy for a long time testified that she had access to the records of the Uy Family who kept and maintain offices at D. Tuazon and Speaker Perez Streets, Quezon City. As such Secretary she knew and identified Exhibit "U",the Certification dated 18 October 1988 issued by the La Loma, Quezon City Police Station, which showed the report of Johnny KH Uy concerning the act of thievery committed in the office/residence of Johnny KH Uy at D. Tuazon Street, Quezon City wherein the documents of the corporations were stolen. She also testified on the Entry in the Police Blotter or record of the Police marked as Exhibit "U-1" 2. LILIA OCTAVIO, testified that she was employed as Accountant of the Uy Family and as such she had access to the records of the Uy Family and their corporations. As such accountant, she knew and identified a certain letter dated April 22, 1987 sent by Central Azucarera de Carlota to Soon Kee Commercial, Inc. wherein it promised to pay the amount of P50,000.00 per week, Exhibit "V",the note also dated April 27, 1987 and the initial of Ban Ha Chua, one of the respondent. She also identified the Secretary's Affidavit, Exhibit "W". 3. ESPERANZA DELFIN an employee of the Bureau of Immigration and Deportation was called upon to testify on the contents of the document in chinese character. She made her own translation-interpretation of the document now marked as Exhibit "AA-9" "AA-10" is her signature, found on the Certification that she indeed made her translation/interpretation. 4. TAN BON testified that he was one of those chosen as a family mediator who participated in the February 10, 11, and 12, 1987 Reconciliation Meeting. He identified the minutes of the meeting in chinese character marked as Exhibit "AA" and the signatures appearing therein in chinese character of the parties and the mediators themselves which were correspondingly marked. He also testified to the veracity that the contingency fund finally and actually retained by the respondents unilaterally and continuously held the money of 3M and up to now, likewise, the respondents failed to fulfill or pay the retirement money due to the petitioners. 5. JOHNNY KH UY testified as one of the petitioners and represents UBS Marketing Corporation as the other petitioner. He is a member of the Uy Family composed of Jose KC Uy, Ban Hua Flores, Ban Ha Chua Roselle Cham, Gloria Chan and their widowed mother, Ang Sy. As a member of the Uy Family, he participated in the family reconciliation meeting which culminated in the signing of the document in chinese character on February 10, 11 and 12, 1987 marked as Exhibit "AA".He testified on the document in chinese produced by Sy Seng Cho pursuant to the subpoena duces tecum issued by the Commission for him to produce the original of the said document in chinese character. He identified several documents to prove and support the petition which were subsequently offered for admission for the purposes indicated opposite the marked Exhibits in the Formal Offer of Exhibits during the hearing on the injunction. On the basis of the oral and documentary evidence presented by the petitioners, the Commission is now called upon to decide as prayed for in the said petition. The evidences on record show that petitioner UBS Marketing Corporation and respondent Soon Kee Commercial Inc. belong to the Uy Family members. When the members of the family, with petitioner Johnny KH Uy at D. Tuazon, Quezon City and respondents Ban Hua U. Flores at 6th St., Bacolod City and Ban Ha U. Chua who evacuated to Richmond, Vancouver, Canada, together with their group Jose K.C. Uy eldest brother presently staying in Bacolod City, Gloria Chan sister in Salisbury, Maryland, U.S.A and Roselle Cham sister in Cerritos, California, U.S.A., frontally and actively opposed against each other, several family mediators who were close friends including the mother, Mrs. Uy Sun Lam (Ang Sy) who made proposals for the partition. Pastor and elders of the church, were called to assist the family in solving their problems. The document in chinese character as translated is a Reconciliation Meeting of February 10, 11 and 12, 1987 which suggest the determination of the mediators and the parties themselves to understand and agree with each other, hence the so-called "Reconciliation Meeting". In view of the terms used, the petitioners maintain that it is an agreement. On the other hand, the respondents are of the view that it is only a proposal. These opposing contentions of the parties being material and relevant to the issue at bar must be resolved being the source of the rights and obligations of the parties. As the truism goes, "the spring cannot rise above its source." Such being the case, in the absence of any other proof, the Commission has no other recourse but to see the document itself as it is the best evidence. (Section 2, Rule 130, of the New Rules of Court, otherwise, known as the Best Evidence Rule). The original text of the document being in chinese character the English translation Exhibit "UU" submitted by the respondents themselves to the Commission will be used as ready reference. While there is no specific mention to whom UBS and Soon Kee must be given, except as the "Closing Method" the assignment of the shares in Soon Kee by Johnny KH Uy and his wife, Magdalena G. Uy in favor of the group of Ban Hua U. Flores and Ban Ha U. Chua (includes sisters Gloria Chan, Roselle Cham, the daughters of Jose K.C. Uy namely: Lilian, Lily and Lilen as the nominees, the son of Ban Huan Uy Flores, Leonardo Flores, Jr. as nominee, the daughter of Ban Ha Chua, Stephanie and Melody as nominees) and the latter assigning their shares of stocks from UBS in favor of the former prove eloquently the implementation of the agreement by the parties in the Reconciliation Meeting. There was, indeed, to have an implementation because before the parties signed the document in chinese character they covenanted and committed among themselves that "This will be effective upon signing" (Pan Initial); referring to Rev. John Pan. "All agreement 3 copies, 4 pages' Exhibit "UU-4". It is to be noted that the group composing the board of mediators and the parties themselves were all in chinese characters as translated by the respondent can be understood as in the case of the foregoing (Exhibit "UU-4") which read "all the agreements contained in 3 copies and 4 pages" "effective upon signing" and subsequently thereafter the signatures of the parties were found. The signatures of the mother Ang Sy, and seven mediators show the approval and conformity of the parties to the agreement, notwithstanding, the notation of Rev. John Pan below the document which is actually not part of the agreement but rather an instruction made by Rev. Pan to the mediators Sy Seng Cho and Lao Eng Kue for the safekeeping of the original document in yellow pad paper. The document as an agreement mentioned about the rights and the obligations of the parties although insufficiently enumerated, but understandable. Being an agreement, the parties must observe the basic terms and conditions thereof, it having been made effective upon signing. The petitioners alleged that the respondents did not comply with the agreement by using continuously the name of Soon Kee Commercial, Inc., in the same business Exhibit "UU-7". In support of this contention, the petitioners presented Exhibit "YY" and its submarkings, "XX" and its submarkings, Exhibits "KK", "LL" and their submarkings. With respect to the Books of Accounts of both UBS and Soon Kee they are undisputably in the possession of the respondents. These books of accounts containing the account receivables, properties, cash and entries of the stock in the course of business, inventory and other entries which the respondents are obliged to turn over to the petitioners thus defeating the implementation of the agreement. By keeping the books of accounts, petitioner, Johnny KH Uy contended to have been cheated and deprived of what properly and legally belong to him pursuant to the agreement on February 10, 11 and 12 1987 and that he could not properly and legally proceed with the operations of the business and the reportorial requirements to the government agencies concerned. In blatant disregard of the agreement, no report was also made by the respondents on slow moving account receivables, bad debts, and other collections for submission to the mediators and for the latter to distribute them to the parties, all to the damage and prejudice of the petitioners. These could have been easily done by the respondents as shown by their capacity to do before the agreement in February 1987 such as the issuance of checks, Exhibit, "EE", Exhibit "FF", "GG", "HH", letters of Tomas Young to Tan Bon (mediators). Exhibit "CC" and its submarkings, the letter in chinese character of Sy Seng Cho and Lao Eng Kue, Exhibit, "MM" and its submarkings, the substance of the two letters points to the breach of trust and the agreement committed by the respondents. On the other hand, the petitioners, executed the Deed of Sale of the Isuzu Gemini, the Ford Fierra, the Eight (8) parcels of lands originally belonging to and in the name of petitioner, UBS Marketing Corp. In favor of Soon Kee Commercial, Inc. and the assignment of the stocks in Soon Kee to the respondents, Exhibit "II","JJ","AAA","VV" and their submarkings, "WW" and its submarkings, respectively. Such was not the case on the part of the respondents because apart from not complying with their obligation, respondents instead pirated Jose R. Yu and Cindy Hao from the petitioner corporation obviously to cripple the business while respondents continued to conduct business under the name of Soon Kee, Exhibit "YY" to "ZZ",in violation of the agreement and the Board Resolution Exhibit "YY-4","YY-5" and "YY-5-A" submitted to the SEC to dissolve Soon Kee. For the non-performance of respondents' obligations, petitioners claimed for damages. In the absence of the books of accounts, properties, cash, deposits, and other necessary records, petitioners produced as evidence the reported income of Soon Kee for the year 1981, Exhibit "BBB" and its submarkings, 1982, Exhibit "HHH" and its submarkings, 1983, Exhibit "RR" and its submarkings, 1984, Exhibits "QQ",1985, Exhibit "QQ",1987, Exhibit "ZZ-2" and its submarkings, 1988, Exhibit "ZZ-2" and its submarkings, 1989, Exhibit "ZZ-5" and its submarkings and 1990 and 1991, Exhibit "ZZ-6" and its submarkings. Not contented, with the reported income to the government, petitioners claimed to have been cheated by the respondents by showing the undeclared or unreported but actual income of Soon Kee, Exhibits CCC-1 and CCC-2, year 1984 Exhibit DDD-1 and DDD-2, year 1985 Exhibit EEE-1 and EEE-2 and the huge amounts of money taken from the common funds of Soon Kee as exposed to the petitioner Johnny KH Uy by his brother Jose Uy (identified with the group of respondents) who stashed away and brought out of the country and deposited by the respondents and the other members (Lilian, Lily, Lilen Uy, Ban Hua Flores and son, Leonardo Flores, Jr.,Ban Ha Chua and their daughters Stephanie and Melody Gloria Chan and Roselle Cham, who were minors having no income) of the Uy Family belonging to respondents' group under their individual names in connivance or in cohorts with each other as evidenced by Exhibits "JJJ" and submarkings, "KKK" "LLL" and their submarkings, "MMM" and submarkings "NNN" and submarkings, "OOO","PPP" and their submarkings. Out of Soon Kee's general average of the actual income appearing in Exhibit III and III-1, the petitioners claimed to be entitled to 31.183 per cent because this is the agreed percentage allotted to him in February 1987 agreement, Exhibit "UU-6" or in the total amount of P48,000,000.00 from 1981 up to the 1987 representing the said 31.183 percent. Likewise on the basis of the foregoing evidence as indicated in Exhibit III and III-1, the petitioners claimed ten (10) percent of the general average of the actual income of Soon Kee in the amount of P13,266,370 as damages from 1988 to 1993. In the agreement, it was also provided that the amount of P1,000,000.00 be set aside from the common funds of Soon Kee as a contingency fund to be delivered to the mediators. The records show that it was increased to P3,000,000.00 unilaterally by the respondents which they admitted in their motion and counterclaim but never submitted it to the mediators as agreed by continually holding it illegally for themselves. As testified to by Tan Bon and per certification issued by him. Exhibit "QQQ" and submarkings which also included the unpaid separation pay of Johnny KH Uy in the amount of P452,362.00 covered by a check (Metrobank Check No. BBC 079444858CA dated July 27, 1987) remained unfunded and still kept by the mediators up to the present Johnny KH Uy testified that out of P3,000,000.00 contingency funds, he is entitled to 31.183 percent from said amount since this came from the common fund of Soon Kee Commercial, Inc. and therefore subject to partition and the total amount earned interest of 12% per annum P1,957,280.86 (Exh. "QQQ-4"). In the same vein, Johnny KH Uy claimed to be entitled to his separation pay check in the amount of P452,362.00. It being a personal fund arising from his benefits as a former President of the corporation the deprivation of such amount must necessarily earn interest which up-to-date is computed in the amount of P946,455.31 including interest at 12% per annum Exh. "QQQ-4". 'The evidence now on record appears overwhelming to justify the allegations of the petitioners as recited above. It must be noted that the rights and obligations of the parties arose out of the February 1987 Reconciliation Agreement. It is an agreement because it complied with the essential requisites of a contract under Article 1318 of the New Civil Code of the Philippines. And it was subsequently partially implemented which was supported by documentary evidences such as the Special Board Resolution of Soon Kee Commercial, Inc., the transfer and exchange of stocks, the transfer by the petitioner corporation of the real properties to the respondents Soon Kee and Ban Hua Flores and the correspondence of the respondents pointing to its implementation. Since it is a contract, the parties are bound to observe and comply with the terms and conditions thereof, otherwise, the aggrieved party may be entitled to damages as in the case (Beaz vs. Flores, G.R. 6453, October 30, 1994) Article 1170 of the New Civil Code of the Philippines. This is so because in reciprocal obligations, the parties must exercise good faith in the performance of the said obligation. (Article 1159 of the New Civil Code of the Philippines). Such being the case, the Commission is inclined to grant the reliefs prayed for by petitioners. In the instant case, the respondents' acts were done in bad faith and patently fraudulent designed to deprive and hide away from the petitioners what rightfully belong to them. This is very clear from the evidence when Soon Kee appeared as a buyer of the properties from UBS, that transferred all the properties in Bacolod City to Soon Kee and from Soon Kee to SK Realty, and from Soon Kee to New Challenge Resources, Inc. the latter two corporations being new ones but the incorporators or stockholders are practically the same as those of Soon Kee who are the group of Ban Hua Flores, Ban Ha Chua, the Uy brother and sisters and their sons and daughters as nominees. It is to be remembered that all the deeds/sales that transpired between the petitioners and Soon Kee Exhibit RRR to YYY, Ban Hua Flores Exhibit BBBB to BBBB-1 (and/or any member of her group) were without considerations. This has been proven very clearly by the petitioners it being the product of a packaged deal/agreement, subject to the liquidation of the consolidated accounting of all assets, properties, notes, inventory, money and other matters by the respondents who never comply purposely to hide away the records and figures from the petitioners. prLL It is not therefore, amazing to conclude that the transfer or sale of the properties in favor of Soon Kee and Ban Hua Flores and then later on to SK Realty and by transferring the customers to Soon Kee to New Challenge Resources, Inc. were clear proof to have been made in fraud of the petitioners or to keep and hide away these properties, money and other assets from the reach of the petitioners forgetting as they did, that the petitioners may avail the principle of piercing the veil of corporate existence. The law is clear that when the sale or transfer was without consideration or was made in fraud of creditors then such sale can be declared null and void and without any force and effect. It is surprising to note that the entire records of this case do not show that respondents ever executed any transfer or sale of any property to the petitioners or money or any consideration as part of the agreement to liquidate, exchange or transfer except the assignment of stock, subscription leading credence to petitioners claim that the respondents did not comply with their obligations. In fact, by carefully examining the documentary evidence mostly executed by the respondents and the mediators and the chronological sequence of execution of instruments, the huge foreign currency deposits in the names of the respondents and their nominees son and daughters, the partially burned handwritten financial statements by and among the respondents proved beyond doubt that the respondents acting individually and in connivance with each other breached the agreement and trust. It is observed that checks amounting to millions of pesos, Exhibits EE, EE, GG, BB were issued without any counter signature of the petitioner Johnny KH Uy or his wife, which fact demonstrates how easy it is for the respondents and their group to manipulate the funds and receivables of the family corporation. Anent the issue of attorney's fees, petitioner Johnny KH Uy testified during the hearing on December 21, 1993 (pages 44, 45, 46 and 47 of the transcript of the stenographic notes) that he has an agreement with his lawyers in filing this petition. At the time of the filing of the petition on April 4, 1988, petitioners engaged the services of Attys. Ramon Encarnacion and Alberto de Joya with the agreement to pay them the amount of P200,000.00 each. Likewise, petitioners also engaged the services of Atty. Ancheta with an attorney's fees of P100,000.00 and subsequently the services of Attys. Raul Estrella and Geminiano Pineda were also retained by the petitioners with the agreement to pay them P100,000.00 each, and P60,000.00 as appearance fees. It is a matter of record that this case was filed on April 4, 1988 and went up to the Supreme Court. Considering the character as well as the nature and importance of the litigation or business in which the services were rendered by petitioners' counsels, the skill and experience called for in the performance of the services, the professional character and social standing of the lawyers, the results secured, among others and also the amount of money or the value of the property affected by the controversy, we find factual legal and equitable justification to award attorney's fees. A lawyer has the right to be paid for the legal services he has extended to his client. (Lorenzo vs. CA, G.R. No. 85383, August 30, 1990). WHEREFORE, considering the foregoing, judgment, is hereby rendered as follows: 1. Commanding the respondents to produce and immediately turn over to petitioners the Books of Account of Soon Kee Commercial, Inc. and UBS Marketing Corporation from 1981 to 1987; 2. Commanding the respondents to immediately render a full and complete accounting of all assets, properties and moneys and the receivables for both Soon Kee (from 1981-1991) and UBS (from 1981 to 1987) respectively; 3. Commanding the respondents to pay the petitioners ten percent (10%) of the entire actual income (from 1988 to 1993) of Soon Kee Commercial, Inc. in the amount of P13 Million as damages 4. To grant and pay petitioners the amount of P48 Million equivalent to 31.183 percent of the actual income from (1981-1987) 5. Cancelling and annuling the Transfer Certificate of Titles in the name of Soon Kee Commercial, Inc. if any, the Certificate of Titles in the name of SK Realty, Inc. if any, and the Certificate of Titles in the name of New Challenge Resources, Inc.,if still there is, and all the properties formerly belonging to and in the name of UBS; presently totalling (8) lots TCT NO. T-141057, TCT NO. T-141058, TCT T-141059, TCT NO. T-141060, TCT NO. T-141061, TCT NO. T-141062, TCT NO. T-141063, TCT T-141064 and reverting them back to UBS Marketing Corporation. 6. Ordering the respondents to return and/or execute the Deed of Conveyance of all properties in the name of Soon Kee Commercial, Inc.,SK Realty Inc.,New Challenge Resources, Inc. which was previously in the name of UBS in favor of the latter/Johnny KH Uy, 7. Ordering the respondents to pay the separation pay of Johnny KH Uy plus interest amounting to P946,455.31. 8. Ordering the respondents to return/pay the petitioners contingency fund representing 31.183% of P3M plus interest in the amount of P1,957,280.86. 9. Ordering the respondents to turn over to the petitioners the Nissan or Isuzu Truck in good condition or the value thereof in the amount of P500,000.00. LLjur 10. Ordering respondent Ban Hua Flores to return to petitioner Johnny KH Uy the Hong Kong property in Northpoint Metropole Flat 1121 previously owned by Johnny KH Uy. 11. Ordering respondents to pay P600,000.00 as attorney's fees. 12. Making the Writ of Preliminary Mandatory Injunction permanent. SO ORDERED. (SGD.) ENRIQUE L. FLORES, JR. Hearing Officer