Socorro N. Vda. De Conde vs. August N. Conde, et al.

[SEC-SICD * CASE NO. 4051. February 27, 1992.] SOCORRO N. VDA. DE CONDE , petitioner-appellee , vs . AUGUST N. CONDE, ET AL. , respondents-appellants . D E C I S I O N This is a petition for the annulment and/or to declare null and void the Deed of Assignment of Shares of Stock and to cancel the certificate of stock issued to respondents Augusto Conde and Luis Conde. cdll After having repeatedly requested for extensions of time within which to file their answer, respondents still failed to do so. Upon motion of the petitioner, the respondents were declared in default in an Order dated October 22, 1991. Hence, the petitioner was allowed to present her evidence ex-parte. After petitioner had rested her case, respondents moved to reconsider the Order of default and to admit answer, which motion was denied per Order dated December 11, 1991. The respondents appealed the said Order of December 11, 1991 to the en banc per their Notice of Appeal and Memorandum of Appeal. The Commission en banc, in the Order dated February 5, 1992, dismissed the appeal on the ground that the order of default is clearly an interlocutory order and cannot be the subject matter of an appeal. Petitioner alleged, inter alia, that she is the absolute owner of 32,730 shares of the capital stock of Decon Corporation and 10,910 of said shares are covered by certificate of stock; that on the occasion of a family gathering, she was requested to sign a blank piece of paper and, unsuspecting that there was anything wrong with the request, she obliged only to find out later that the same blank piece of paper was made into what appeared to be an assignment of her shares in favor of respondents Augusto and Luis Conde; that she was never parted with her stock certificates; that she never intended to make a donation of her shares to respondents Augusto and Luis Conde; that no consideration was given her for signing that piece of paper which was converted to an assignment; that the corporation issued certificates in replacement of those in her possession and that the respondents exercised the rights appertaining to her shares of stock; that earnest efforts have been exerted in order to find an amicable settlement but to no avail. Petitioner testified that she is 95 years old; that she signed the Deed of Assignment of Shares of Stock (Exh. "A") in blank; that it was her daughter, Mrs. Rosario Conde Araneta, who asked her to sign the blank piece of paper; that she was not paid any amount for signing Exh. "A"; that she did not deliver to anyone the certificates covering her shares of stock in Decon Corporation and exhibited in open court original Certificates of Stock No. 82 for 1,527 shares, No. 96 for 301 shares, No. 123 for 5,460 shares, No. 6 for 2,730 shares, No. 21 for 600 shares, No. 38 for 300 shares, No. 69 for 600 shares, No. 108 for 4,102 shares and No. 52 for 750 shares. (TSN, Nov. 18, 1991) Vicente Conde, Jr., petitioner's son corroborated his mother's statement that when she signed Exhibit "A", it was blank; that in several family meetings, petitioner demanded for the return of her shares and efforts to settle the problem were exerted but Mrs. Rosario Araneta, who was the one who asked their mother to sign the blank piece of paper (Exh. "A") promised to take steps to invalidate it but she never complied with her promise; that the purpose of Mrs. Araneta in having asked her mother to sign the blank sheet of paper which was made into a deed of assignment is for her group to gain control of the corporation; that his brothers, Augusto and Luis, who were made to appear as the beneficiaries of the assignment, never personally asserted any right as owners/assignees of petitioner's shares of stock; that it is still their mother who receive the dividends earned by her shares of stock subject of questioned deed of assignment. (TSN, Nov. 18, 1991) From the evidence adduced, it was clearly established that Exhibit "A" was signed in blank. The straightforward and candid testimony of the petitioner have proved such fact and a visual examination of the document confirms the same conclusion. The signature of the presumed assignor (petitioner) is simply too far from her typewritten name. It is also very clear that petitioner was not paid any consideration or price for the assignment and she did not intend to make any donation as demonstrated by her insistent efforts to nullify the assignment and her exercise of the right to receive the dividends earned by her shares. (TSN pp. 6 and 7, Nov. 14, 1991, TSN pp. 26 27 and 32, Nov. 18, 1991). WHEREFORE, judgment is hereby rendered declaring the Deed of Assignment of Shares of Stock (Exh. "A") null and void ab initio. Respondents corporation and its Corporate Secretary are hereby ordered to cancel any and all certificates of stock issued pursuant to the invalid Deed of Assignment. LexLib No pronouncement as to costs. SO ORDERED. (SGD.) MACARIO P. MALLARI Hearing Officer