Que v. Agvid Construction Co.

[SEC-SICD * CASE NO. 4871. February 22, 1995.] LIBERATO QUE , plaintiff, vs .AGVID CONSTRUCTION CO.,ET AL. , defendants . D E C I S I O N Submitted for resolution before this Commission is the defendants' Motion For Summary Judgment dated December 15, 1994. cdll In their Motion For Summary Judgment defendants alleged inter alia; that there is no dispute as to the facts involved herein that the bonuses being given to the directors at any given year do not exceed 10% of the net profit before tax and the remaining 30% before tax was paid to the officers and employees; that there is no need to amend Agvid Construction Co., Inc.'s (Agvid, for short) By-Laws because it is in harmony with Section 30 of the Corporation Code of the Philippines; that the Board of Directors of Agvid passed a resolution dated March 15, 1981 clarifying the provision of Article IV Section 3 (a) of the BY-laws of Agvid to the effect that the bonus of 40% of the net profit before tax be split into two (2): 10% for the directors and 30% for the officers and employees; and that plaintiff herein conveniently and erroneously avoided the use of the term "officers" who are specifically mentioned and the recipients of the bulk of the said bonuses. On the other hand, the herein plaintiff in his opposition to the defendants' motion for summary judgment alleged among others, that: factual issues exist in the instant case which called for the presentation of evidence and that plaintiff cannot be deemed to have admitted the genuineness and due execution of the Board Resolution dated March 15, 1981 because he was not a signatory or a party to the said resolution. Said plaintiff's opposition merited a reply from the herein defendants, where the latter alleged that the factual issues enumerated by the plaintiff and the herein defendants in their pleadings are merely collateral or derivative of the principal issue to be resolved in the instant case and that is whether or not Article IV, Section 3(a) of the By-laws of Agvid violates Section 30 of the Corporation Code of the Philippines; that with the resolution of the said principal issue all the other derivative or collateral issues mentioned by the plaintiff in his opposition would be rendered moot and academic; and that plaintiff herein should have replied to the said board resolution because according to him the said resolution is a manufactured evidence. After a careful assessment and a thorough consideration of the arguments, raised by both parties in support and in opposition to the said motion for summary judgment, it appears that, indeed, there exists no genuine issue or issues on any material fact in the instant case except as to the amount of damages. In the first place, a clear perusal of the said questioned provision of the By-Laws of Agvid would readily show that the seven (7) directors of Agvid are merely entitled to one (1%) percent each of the bonuses being given by the corporation, thus under the said By-laws the bonuses of the said Board of Directors do not exceed seven (7%) percent which would not contravene the provision of Section 30 of the Corporation Code. In the second place, the herein plaintiff intentionally omitted the word "officers" in his complaint as the recipients of the bulk of the said bonuses because he merely used the words directors and employees in order to support or justify his complaint against the herein defendants. In the third place, the Board of Directors of Agvid had clarified the provision of the questioned By-laws when it passed the board resolution dated March 15, 1981 clearly stating that the bonuses of forty (40%) percent of the net profit before tax be split into two (2); 10% for the directors and employees. Clearly, with the passage of the said board resolution, the issue of whether or not the said provision of the questioned by-laws of Agvid violates the provision of Section 30 of the Corporation Code has been rendered moot and academic together with other derivative or collateral issues raised by the plaintiff in his opposition to the Motion For Summary Judgment. Besides the herein plaintiff has never questioned or placed as an issue in his pleadings the genuineness and due execution of the said board resolution dated March 15, 1981, which is expected from him in the first place considering that according to him the said resolution is a manufactured evidence. Defendants herein having established a clear legal and factual basis to the said motion for summary judgment and taking into account the decision of the Supreme Court in the case of National Irrigation Administration vs. Gamit, G.R. No. 85869, November 6, 1992 , where it was held that: "Summary Judgment can be resorted to only where there are no questions of fact in issue or where the material allegations of the pleadings are not disputed." the same is found to be in order. From the foregoing, this hearing Officer is of the opinion and hold that Article 14, Section 3(a) of the By-laws of Agvid, does not violate Section 30 of the Corporation Code of the Philippines. LLjur WHEREFORE, premises considered, the above-entitled case is, as it is hereby DISMISSED, for lack of merit. No pronouncement as to costs. SO ORDERED. (SGD.) JUANITO B. ALMOSA, JR. Hearing Officer