Feliza Ustaris, et al. vs. Luis Parabuac, Sr., et al.

[SEC-SICD * CASE NO. 3573. September 24, 1990.] FELIZA USTARIS, ET AL. , petitioners , vs .LUIS PARABUAC, SR.,ET AL. , respondents . D E C I S I O N In a verified petition, petitioners through counsel are seeking the nullification of the By-laws of the IGLESIA WATAWAT NG LAHI, INC. purportedly adopted by a majority of the members of the said association on July 22, 1987, certified by a majority of its Board of Directors and approved by this Commission on May 8, 1989 as per its Certificate of Filing of By-laws issued on the same date (Exhibits "F" and "2"). cdlex The records disclose the following pertinent facts. This case is an offshoot of another case (SEC Case No. 3271) in which an Order was issued by the Hearing Officer on April 4, 1989 requiring the parties therein to submit an approved By-laws. On July 29th of the same year, a set of By-laws denominated as "Mga Alituntunin ng Iglesia Watawat ng Lahi" was presented before this Commission which approved the same pursuant to the provisions of Section 46 of the Corporation Code as shown by the Certificate of Filing of By-laws issued on May 8, 1989 (Exh. "F' and "2"). On May 19, 1989, petitioners filed the present petition assailing the validity of the said By-laws on the ground that the procedure taken in the adoption thereof did not conform with all the legal requirements imposed by law for the purpose, and further, that the Board who certified the same has not been validly elected. Evaluating the evidence presented by both parties, this Hearing Panel finds that the said petition is not impressed with merit. Worthy to note is the testimony of petitioners' witness, Atty. Alfredo I. Molo, that in the adoption of said By-laws, there was a violation of the provisions of the Corporation Code based on the statements contained in a letter complaint filed by one Juanito Malvaroza before the Prosecution and Enforcement Department of this Commission (Exhibits "B", "B-1" and "B-2") as well as in the documents appended thereto, to wit: "...na pinatutunayan ko na pinagkaisahan ng Lupong Tagapagpaganap ang mga alituntunin ng Iglesia Watawat ng Lahi, Inc." (t.s.n. August 3, 1989 p. 56) and the statement lifted from one of the annexes thereto (Exhs. "C-2" and "F-13") that: "Kaming mga nakararaming Lupong Tagapagpaganap at ang Kalihim ay nagpapatunay na ang Saligang Batas na ito ay buong pagkakaisang pinagtibay ngayong ika-29 ng Hulyo, 1987 dito sa Bahay-Pulungan, Burol ng Lecheria, Calamba, Laguna." (id) Same witness further claims that there were about 150 chapters of the association with an estimated 20,000 members, although he had no knowledge as to whether or not the association was keeping any record or roster of its membership (ibid, pp. 73-75).This was corroborated by testimony of another witness, Antonio Likwong, who claims to be the National Secretary of the said Association, and who further testified that the contested By-laws was not presented to nor approved by the members of the said association but was passed upon by only three (3) members of the board thereof. (t.s.n. Sept. 4, 1989, pp. 13-14),nor was there any call made by the secretary for the purpose (ibid. p. 15). Furthermore, witness Likwong asserted that among the purported signatories in one of the documents filed in support of the said By-laws, more particularly a "Kapasiyahan Blg. 1," series of 1987 (Exh. "D"),a certain Felicidad Lapitan, his (witness) mother, was not in the Philippines at the time (ibid. pp. 26-30) as shown by her passport (Exh. "E").In the same document, one Romulo Durolfo who also appears to be one of the signatories in the same instrument was also out of the country at the time and could not have participated during the meeting referred to therein. (ibid. pp. 34-35) Witnesses Felicidad Lapitan and Romulo Durolfo substantially corroborated the foregoing testimony of witness Likwong anent their allegedly forged signatures on the documents identified by the said witness. Hence, petitioners' claim that the By-laws in question, having been ratified by an inexistent "Lupong Tagapagpaganap," is null and void and should not have been given the merit of approval of this Commission. To show the validity of the adoption of said By-laws respondent Luis Parabuac, Sr.,testified, among others, that at the time of said adoption, there were 302 registered members of the association as appearing in their membership book which he presented during his testimony (Exh. "9") and the last page thereof, (Exh. "9-A" and Exh. "9-A-1") confirms the number of members as of said date (t.s.n. Oct. 13, 1989, p. 53);that out of the said 302 registered members, 256 voted for the adoption of the said instrument (ibid. p. 52) and thereafter, their Board of Directors or Lupong Tagapagpaganap certified the same (Exh. "2-T") (ibid. p. 49) and that as a matter of fact, all the petitioners in the present case, except Felicidad Lapitan, were present when the questioned By-laws were presented, as attested by their signatures appearing in the same document (ibid. p. 57). Same witness further belied petitioners' claim that the association had about 20,000 members at the time when the By-laws was presented for adoption for the reason that there was no membership or registry book to show the actual number of the association's members as it was only when he assumed his post and the officers could not produce any such record that he proposed to the Lupong Tagapagpaganap that they should keep a registry book (ibid. pp. 59-60). Witness Ernesto C. Escorpiso substantially corroborated the testimony of respondent Parabuac. Stripped of immaterial averments, the only issue to be resolved is whether or not the adoption of the contested By-laws complied with all the requirements of the Corporation Code. We rule in the affirmative. The main thrust of complainants' evidence is that out of the 20,000 members of the association, only 256 approved the By-laws and that of the incumbent directors or trustees of the same association, two could not have certified the same, namely, Felicidad Lapitan and Romulo Durolfo who disown their purported signatures appearing in the said instrument claiming the same to be forged. Noteworthy is the fact that petitioners attempted to prove the number of membership through the testimonies of their witnesses which, we believe and so hold, must yield to the greater weight and evidentiary value of the membership registry book presented by respondents (Exh. "9") showing that at the same time of the approval of the said By-laws, there were only 306 registered members of the association. While as a rule, determination of a question of fact depends largely on the credibility of witnesses, such rule shall not find any application where some documents are available which clearly substantiates the issue and the genuineness and probative value of it is not disputed (Legarda vs. Miailhe, G.R. No. L-3435, April 28, 1951, 88 Phil. 637, cited in Martin, Revised Rules of Court in the Philippines, vol. 5, Rev. Ed. p. 607). It has likewise been held that oral testimony can only prevail against documentary proof when it is, by nature, so convincing as to be indisputable and to require admission of its veracity (Macajes vs. Director of Prisons, G.R. No. L-6748, July 21, 1954, cited in Martin, supra, p. 607).This Hearing Panel, however, finds that the testimonial evidence presented by petitioners does not carry sufficient weight to overcome the documentary exhibits submitted by respondents. Petitioners further contend that the validity of the By-laws is adversely affected by the alleged forgery of the signatures of two of the members of the board appearing in the ratification clause of the said instrument. To this posture, we have to disagree. Even assuming arguendo , the forgery of the said signatures, the fact remains that, as the records show, ten (10) members out of 12 which is more than the required majority, have certified the adoption of the same. Hence, there was sufficient compliance with the requirements of the Code. It is further argued that the Board of Directors who purportedly drafted and certified the said instrument has not been validly elected by the general membership and that, therefore, all their acts including their certification of the contested By-laws are null and void. However, all that appears on record is the naked allegation about the pendency of another suit before this Commission seeking the declaration of annulment of the election of the said Board. There is no evidence, however, that the said action has been decided upon in favor of petitioners. For all legal intents and purposes, therefore, all the acts of the said Board should remain valid and effective. A fortiori , where, as in this case, all of the petitioners were among those members of the corporation who signified their approval by signing the contested By-laws. Such an act should serve as a bar to deny or falsify the same. The Supreme Court has in several cases, adopted the rule that whenever a party has, by his own declaration, act or omission, intentionally and deliberately led another to believe a particular thing to be true, and to act upon such belief, he cannot, in any litigation arising out of such declaration, act or omission, be permitted to falsify it (Lincuna vs. Lincuna, 55387-R, January 3, 1987, citing Sec. 3 (a), Rule 131, Rules of Court). At the very least, by reason of the foregoing, estoppel by deed has already set in which precludes said petitioners who are signatories to the contested instrument from asserting as against respondents, any right of title in derogation of the deed or from denying the truth of any material fact asserted in it (De Guzman vs. Rosario, 32746-R, Sept. 30, 1971). In the light of all the foregoing, this Hearing Panel finds that the By-laws of the Iglesia Watawat ng Lahi (Banner of the Race),Inc. duly approved by this Commission on May 8, 1989, having complied with all the requirements of the law for its adoption and ratification is valid and there exists no ground to warrant its recall, much less to set aside and declare the same to be of no force and effect. WHEREFORE, premises considered, the present petition is hereby DISMISSED. prcd SO ORDERED. (SGD.) JAMES K. ABUGAN Hearing Officer (SGD.) DEOGENES N. AGELLON Hearing Officer