Majjeca Management & Maintenance Services, Inc. v. Ordona

[SEC-SICD * CASE NO. 3429. November 3, 1994.] MAJJECA MANAGEMENT & MAINTENANCE SERVICES, INC. , petitioner , vs . MANUEL ORDONA AND ANGELINE PUZON , respondents . D E C I S I O N This is a verified complaint for recovery of corporate assets and damages, Writ of Preliminary Injunction and mandamus. prcd In its complaint, petitioners allege, inter alia, that it is a corporation duly organized and existing under and by virtue of the laws of the, Philippines; that respondents are directors and officers of herein petitioner and now officers and directors of ON LINE MANPOWER & GENERAL SERVICES, INC., that on or before June 11, 1988 respondent Manuel O. Ordena and Angeline D. Puzon are the General Manager and Treasurer, respectively, of herein petitioner; that on April 16, 1988 respondent Puzon tendered her irrevocable resignation but the board of directors deferred action on the same in view of the forthcoming annual election that would be held on June 11, 1988; that in the annual election of June 11, 1988, respondent Manuel O. Ordona was elected President-Chairman of petitioner while Angeline D. Puzon was not elected either as director or officer; that on or before June 27, 1988, respondents, without the knowledge and consent of the majority of the members of the board of directors, surreptitiously, unlawfully and deliberately formed another corporation engaging in identical or similar kind of business of the petitioner and thereafter by feloniously and maliciously pirating all clients of the petitioner by taking advantage of their respective positions to the great damage and prejudice of petitioner in the amount of not less than P20,000.00 a month; that respondents, after having formed a new corporation, transferred to their new office all books of account, records, office equipments, telephone line and apparatus of petitioner without the knowledge of its Board of Directors; that on the scheduled regular meeting and formal transfer and turn over of positions on July 9, 1988 which was postponed and reset to July 15, 1988 at 6:00 o'clock in the evening, it was only then that petitioner's Board of Directors discovered that the aforestated records, office equipments, drinking jar, telephone line and apparatus were missing and on the same occasion both respondents tendered their verbal irrevocable resignations; that petitioner's Board of Directors hired an auditor to conduct a formal audit of the corporation but respondent Angeline D. Puzon refused to be examined, alleging that the books of account of the petitioner were missing and could not be found, while all vouchers, invoices and petty cash receipts were all intact in their office but could only be examined in her presence; that Angeline D. Puzon, on July 19, 1988, was forced to show/surrender the vouchers and receipts but not the books of account, office equipments, petty cash and passbook of petitioner which the auditor refused to accept for being incomplete; and that the business operations of petitioners were paralyzed and its office temporarily closed. In answer thereto, respondents averred that until April 16, 1988 when Angeline D. Puzon tendered her irrevocable resignation, she was an officer of petitioner while Manuel O. Ordona tendered his resignation on June 11, 1988 during the election of officers, but the remaining members of the Board of Directors refused to act on said resignation and instead, respondent Ordona was elected President and Chairman of petitioner corporation but which he refused to accept said positions on the ground that he considered himself no longer an officer of petitioner as of June 11, 1988; respondents admitted that after they had ceased business relationships with petitioner, they formed another corporation known as On-Line Manpower and General Services, Inc. but denied that the formation thereof was surreptitious and unlawful and illegal and its legitimate existence was approved by the Securities and Exchange Commission; respondents denied that they maliciously pirated all clients of petitioner by taking advantage of their respective positions to the great damage and prejudice of petitioner corporation in the amount of P20,000.00 a month, the truth being that the clients voluntarily contracted the service of On-Line Manpower and General services Inc. after they have ceased business relationship with petitioner; they denied that petitioner had a net income of P20,000 00 a month, the truth being that it has a net earning of more or less P3,000.00 a month only because it suffered deficits for so many months from its business operations; denied having transferred all books of accounts, records, office equipments, telephone lines and apparatus to their new office, the truth being that no telephone line belonging to the petitioner was transferred from the latter to the office of On-Line Manpower and General Services, Inc., and that as regards the book of account and records of petitioner, respondent Puzon denies having illegally kept them, the truth being that a certain Mrs. dela Torre, an external auditor hired by petitioner refused to audit and examine said documents in the presence of Angeline Puzon and that she (auditor) wanted a detailed list and description of all documents and books of account and other records prepared by respondent Puzon before she accepts which respondent Puzon did but said auditor refused to accept and instead insisted that the person who will receive the documents should be Virgilio Torres, the treasurer of petitioner to which Angeline Puzon refused to give and that no office equipments owned by the petitioner were illegally transferred to respondents new office; that it was Charlito Cuartero who moved for the postponement of the regular meeting scheduled on July 9, 1988 and same reset to July 15, 1988 claiming that Mr. Virgilio Torres, a new member of the Board of Directors, is not available on said date; and denied having pirated petitioner's clients, the truth being that they (clients) have voluntarily entered/executed contracts with respondents corporation. In the Order dated November 21, 1988, the parties agreed that the books of the corporation be audited by Mr. Esmeraldo Intervalo. Respondent denied to recognize the appointment of Mr. Intervalo by refusing to turn over the books and records of the petitioner. In the order dated July 3, 1988, the parties agreed that the appointment of Mr. Esmeraldo Intervalo be withdrawn and a Mr. Bondoc was appointed to take his place as auditor to audit the books of petitioner. Mr. Bondoc declined the appointment and counsel for the petitioner moved for the appointment of Mr. Dante Cajucion as auditor. Finally, in the Order dated September 3, 1990, Mr. Raul Addatu was appointed auditor to audit the books and vouchers of petitioner. On January 16, 1991, Mr. Raul Addatu submitted the final audit report and/or results of his examination of the books of accounts and pertinent records of petitioner corporation. The total discrepancies per book is P31,196.9. The claims of Mr. Manuel Ordona and Miss Angeline Puzon against the petitioner is P47,043.51. However, petitioner in its Comments and Discussion on the final Audit Report of Mr. Addatu, disputed and questioned some terms in the audit report and came up or found respondents liable to the petitioner in the amount of P45,698.80. In their comments on Discussion and Argument dated February 18, 1991, respondents claimed that cash receipts and disbursement for the period ending May 31, 1991 have been audited and found correct. That as early as June 11, 1988 respondents were no longer the operating officers of Majjeca, Inc., hence, they are no longer responsible for business after that date. Records of this case reveal that the resignations of the respondents were not acted upon or accepted by the petitioners Board of Directors. As a matter of fact, respondent Manuel O. Ordana was even elected as President- Chairman of herein petitioner and respondent Angeline D. Puzon was not elected officer of the corporation. It is also uncontroverted that respondents, while still director and officer of the herein petitioner took undue advantage of the trust and confidence reposed in them, by surreptitiously taking all the records, office equipments, drinking jar, telephone line and apparatus; by organizing and registering another corporation, On-Line Manpower and General Services, Incorporated, also engaged in identical or similar kind of business as that of petitioner; and by pirating all the clients of the petitioner to the damage and prejudice of herein petitioner. WHEREFORE, in the light of all the foregoing, judgment is hereby rendered: 1. Ordering respondents jointly and severally to pay/refund to herein petitioner the amount of P45,698.80; and 2. To return/surrender the account passbook, records, office equipments, drinking jar, telephone line and apparatus to herein petitioner. llcd SO ORDERED. (SGD.) MACARIO P. MALLARI Hearing Officer