Re: Atienza v. Philippine Muslim Promotion & Placement Agency, Inc.

[SEC-SICD * CASE NO. 4295. February 23, 1999.] IN RE: PETITION FOR MANDAMUS LOU ATIENZA , petitioner , vs . PHILIPPINE MUSLIM PROMOTION AND PLACEMENT AGENCY, INC., ET AL. , respondents . D E C I S I O N This is an Amended Petition For Mandamus filed on January 18, 1996, which prayed that the respondents be commanded and/or ordered: 1. To enter/record into the Stock and Transfer Book of respondent PHILMUS the assignment of transfer and conveyance of 300 shares of stocks as stated in the Deed of Assignment executed by Juvy Dimaymay-Heruela in favor of petitioner; caCTHI 2. To issue the corresponding Stock Certificates of the above-mentioned 300 shares of stocks in the name of the petitioner; 3. To furnish petitioner copy of the audited Financial Statements as of December 31, 1991; 4. To allow petitioner to inspect the books of accounts of respondent PHILMUS and its Stock and Transfer Book; 5. To return officially on the records of the corporation and/or to reinstate the name of the petitioner as the stockholder of 3,060 shares illegally transferred to respondents De Castro and Mangasang and to issue immediately the corresponding stocks certificate for the said 3,060 in petitioner's name; 6. To order respondents to solidarily liable and pay petitioner the following: a) Actual damages as to the fruits/dividends of the 3,060 shares of petitioner since 1988. b) P300,000.00 for moral damages; c) P50,000.00 for Attorney's fees. d) Costs of litigation. The facts of this case, are as follows: Petitioner Lou Atienza is a stockholder of Philippine Muslim Promotion and Placement Agency, Inc. (PHILMUS, for brevity), a corporation registered under the laws of the Republic of the Philippines which engaged primarily in the business of manpower placement. He owned originally 3,060 shares of stock in the said corporation. Respondent Yolanda de Castro is the President and Chairman of the Board of respondent PHILMUS. Petitioner Atienza was an assignee of a 300 shares of stock of PHILMUS through a Deed of Assignment executed in his favor by Juvy Dimaymay-Heruela, whose name appeared in the certification executed on January 4, 1998 by respondent de Castro, as treasurer of PHILMUS showing 300 shares previously owned by Juvy Dimaymay-Heruela now on file with the Philippine Overseas Employment Administration (POEA). On August 19, 1992, Petitioner as an assignee of 300 shares of stock assisted by his Counsel through a written notice/letter dated August 10, 1998 went to the office of the respondents for the purpose, among others, of registering the 300 shares in the Stock and Transfer Book in his name and for the issuance of the corresponding Stock Certificate covering the 300 shares under his name. Respondent PHILMUS through respondent de Castro rejected the petitioner's request by refusing to receive and acknowledge the written notice/letter of August 10, 1992 with the attached Deed of Assignment. On the other hand, petitioner denied the claim of the respondents in their answer to the original petition that petitioner had transferred his original 3,060 shares of stocks in PHILMUS through an alleged Deed of Assignments dated February 22 1998 in favor of respondents Yolanda de Castro and Nona Mangasang. Petitioner Atienza, further claimed that his signatures in both Deed of Assignment in favor of respondents de Castro for 2,900 shares and respondent Mangasang of 160 shares were forged or were falsified. On August 13, 1992, petitioner Lou Atienza filed his original petition with this Commission; On August 17, 1992, this Commission issued an Order directing the respondents to file their answer within ten (10) days from receipt of the Order. On August 26, 1992, respondents filed their Answer to the said petition; On September 21, 1992, the Commission issued an Order setting the Preliminary Conference (Pre-trial) on September 30, 1992 and directing the parties to file or submit their preliminary conference briefs three (3) days before the above-scheduled preliminary conference. On September 28, 1992, petitioner filed his preliminary conference brief On August 30, 1992, the preliminary conference was cancelled and reset to October 19, 1992 to give the respondents time to file their preliminary conference brief, On October 16, 1992, respondents filed their Preliminary Conference Brief. On October 19, 1992, the preliminary conference was cancelled and reset to November 23, 1992 by agreement of the parties; During the preliminary conference on November 23, 1992, the parties terminated the same, there being no possibility of an amicable settlement of the parties and the trial on the merits was set on January 18, 1993; The hearing on January 18, 1992 was cancelled and the subsequent scheduled hearing were likewise cancelled for various reasons, either upon request of either parties, or upon agreement of either parties, or withdrawal of counsel or being overtaken by the filing of a Motion For Consolidation by the petitioner which was eventually denied. On November 17, 1994, petitioner filed a Motion For Leave of Court to File Amended Petition on the ground that in his original petition he inadvertently failed to raise also the issue of the 3,060 PHILMUS shares owned by him (petitioner) which were illegally transferred to respondents Yolanda de Castro and Nova Mangasing through falsified documents or forging of his signature in the said documents. On November 25, 1994, the Commission issued an Order directing the respondents to file their comment/opposition to the petitioner's Motion For Leave To File Amended Petition. CcHDaA On December 13, 1995, the Commission there being no opposition filed by the respondents granted the Motion and directed the petitioner to file the correspondent Amended Petition within ten (10) days from receipt of the Order. On January 18, 1996, the petitioner filed his Amended Petition, which among others, included Nova Mangasang as party-respondent and allegation that his 3,060 PHILMUS shares were illegally transferred to respondents de Castro and Mangasang through a fake Deed of Assignments where his signature were forged or falsified and prayed among others, that his 3,060 shares be restored or be reinstated in the books of the corporation and that corresponding stock certificates be issued in his favor under his name On January 23, 1996, the Commission directed the respondents to file their responsive pleading to the Amended Petition within ten (10) days from receipt of the Order. To date, respondents have not filed their Answer to the Amended Petition. In the trial of the above-entitled case, the petitioner presented himself, NBI Agent Ferdinand Lavin and NBI Questioned Document Division Handwriting Expert Luzviminda Sabado, as witnesses. The records showed that in support of petitioner's claim, he presented voluminous records/documents and in fact markings reached up from Exhibits "A" to "Z" with sub-markings therein. On April 30, 1998, the petitioner formally offered his evidence and exhibits. Respondents and their counsel failed to appear inspite due notice of the hearing. The case was set for another hearing for respondents to submit their comment and present their evidence. On the said scheduled hearing respondents and their counsel failed again to appear inspite due notice, prompting petitioner to move that respondents comment and presentation of evidence be considered waived and the case be submitted for decision. Finding merit in the motion, since the records showed that respondents or their counsel failed to appear for several times, despite notice, the motion was granted. Hence, this decision. The issue to be resolved in this case are the following: 1. Whether or not petitioner has a right to register the 300 shares of stock he acquired from Juvy Dimaymay-Heruela in the Stock and Transfer Book of PHILMUS and be issued the corresponding Stock Certificates; 2. Whether or not the transfer of his 3,060 PHILMUS shares of stock to respondents Yolanda de Castro (2,900 shares) and Nova Mangasang (160 shares) on the basis of the alleged Deed of Assignments were illegal and invalid; 3. Whether or not petitioner is entitled to damages. On the first issue of whether petitioner Atienza has a right to register and be issued a Stock Certificate corresponding to the 300 shares he got from Juvy Dimaymay- Heruela, the answer is in the affirmative. Petitioner had shown that indeed he has a clear right to the demand, as when he acquired the shares of Juvy Dimaymay- Heruela. (Exhibits "J" to "J-1"). From that time on he stepped on the shoes of said Juvy Dimaymay and the rights accorded to the said Juvy Dimaymay-Heruela as stockholder of PHILMUS was then legally transferred to petitioner. Respondents has no alternative but to recognize said right of the petitioner and it was their imperative duty to perform the act required. As said, when petitioner asserted his rights by virtue of the Deed of Assignment of the shares of stocks from Juvy Dimaymay in his favor, the same were disregarded by the respondents. In fact, Exhibit "K" will show that petitioner wrote a letter to PHILMUS dated August 10, 1992 for the information and recognition of his rights as stockholder of PHILMUS but the name was disregarded by the respondents and even refused to receive said copy of the letter which prompted the then lawyer of the petitioner to leave a copy of it, as attested to by "Exhibit "L" and "L-1", affidavit of Proof of Service. These actions of respondents in not recognizing a clear right of the petitioner is prejudicial to the petitioner and in fact respondents did not even questioned the said transfer. Thus, mandamus is the remedy available to the petitioner to enforce his rights. As held in the case of Echaus vs. Blanco, G.R. No. 30453, December 4, 1989 "It is essential to the issuance of the Writ of Mandamus that the plaintiffs should have a clear legal right to the thing demanded and it must be the imperative duty of the defendant to perform the act required". As to the second issue of whether petitioner 3,060 PHILMUS shares were illegally transferred to respondent de Castro and Mangasang, the answer is likewise in the affirmative. Petitioner claims that as to his 3,060, the same were illegally transferred to respondents Yolanda De Castro and Nona Mangasang as allegedly shown by the Deed of Assignments both dated February 22, 1998 (Exhibits "N" and "N-1"). That as clearly testified to by the witness Luzviminda Sabado who is an NBI Handwriting Expert and connected with the Questioned Document Division, based on her report and as duly approved by the office, her conclusive findings was the signature/s of petitioner appearing on the said deed of assignments (Exhs. "N" and "N-1") and his signatures as based on the sample standard signatures were not made by one and the same person, in layman's term, the signatures of petitioner in both deed of assignments (Exhs. "N" and "N-1") are forgeries. This finding was amply supported by the Questioned Document Report No. 518-992 (Exhs. "B" to "B-8"), and QDR No. 260-493. In fact, as further testified by Agent Lavin and Luzviminda Sabado, when the case was still investigated by the National Bureau of Investigation, respondent De Castro even requested for a re-examination of the said deed of assignments (Exhs. "Y" to "Y-2") and Agent Lavin forwarded the same to the QDD for re-examination as requested (Exhs. "X" and "X-1"), but the result was still the same, the signatures of petitioner appearing on the questioned deed of assignment/s as compared to the sample standard signatures of petitioner were not made by one and the same person. That Luzviminda Sabado even showed and explained why she reached such conclusion and even presented documents to show that her examination passed through the normal channel (Exhs. "P" to "T") and even presented the Sample Standard Signature of petitioner (Exhs. "U" to "U-39), the three charts with respect to the first examination (Exhs. "V" to ""V-2") and the comparison chart anent the re-examination (Exhs. "Z" to "Z-4"). Other than the documents presented by the said NBI Handwriting expert, what bolstered more the stand of the petitioner that the deed of assignments in favor of De Castro for 2,900 shares and in favor of Nona Mangasang for 160 shares dated February 22, 1998 are both fake and where her signatures were forged is the fact the alleged Notary Public, Atty. Celia Closa even executed an affidavit attesting to the fact that for the year 1998, she was not a commissioned Notary Public for Manila, and she categorically stated that she never notarized said deed of assignments (Exh. "E"). That a certification was also submitted/presented coming from the Regional Trial Court of Manila, Clerk of Court (Exh. "F") to attest to the fact that for the year 1998, she was not a commissioned Notary Public for the City of Manila. That Agent Lavin when presented has duly established that the case was thoroughly investigated by him and all the normal procedure/s for an investigation of a case was duly observed and followed by him and his report was duly concurred by his superiors. DAaIEc There is merit as to the claim for damages and attorney's fee for the same was/were duly established by petitioner. That indeed, it is just right to give to petitioner the fruits/dividends corresponding to the 3,060 shares which he should have earned from 1988 up to the present. Moral damages as well as Attorney's fees should likewise be awarded to the petitioner. WHEREFORE, premises considered, judgment is hereby rendered as follows: 1. Ordering the respondents to register the 300 shares of stock which petitioner acquired from Juvy Dimaymay-Heruela in the Stock and Transfer Book of PHILMUS and issue the corresponding Stock Certificate. 2. Declaring the Deed of Assignments both dated February 22, 1998 in favor of respondents Yolanda de Castro and Nova Mangasang as null and void. 3. Ordering respondents jointly and solidarily to pay petitioner the following: a) Actual dividends/fruits earned on the petitioner's 3,060 shares from 1988 up to the present. b) Moral damages in the amount of P100,000.00 Pesos and c) Attorney's fee in the amount of P50,000.00 Pesos. SO ORDERED. (SGD.) JAMES K. ABUGAN Hearing Officer