LKG Finance & Investment Corp. v. Go

FIRST DIVISION

[G.R. No. 235732. June 30, 2021.]

LKG FINANCE & INVESTMENT CORPORATION, petitioner, vs.JOSE C. GO, JOEL T. GO, ROSALINDA O. DY, JONATHAN T. GO, MARIANO UMALI, JOHANN T. GO, SY CHUN SUI, ROBERT D. LIM, KIM SHI TAN, EDUARDO C. TAN, AARON BAUTISTA, JOSE A. R. MELO, RODEL VENTURA CAPULE, AND PORFIRIO DG. PANGANIBAN, respondents.

NOTICE

Sirs/Mesdames :

Please take notice that the Court, First Division, issued a Resolution datedJune 30, 2021which reads as follows:

"G.R. No. 235732 (LKG Finance & Investment Corporation, Petitioner, v. Jose C. Go, Joel T. Go, Rosalinda O. Dy, Jonathan T. Go, Mariano Umali, Johann T. Go, Sy Chun Sui, Robert D. Lim, Kim Shi Tan, Eduardo C. Tan, Aaron Bautista, Jose A. R. Melo, Rodel Ventura Capule, and Porfirio DG. Panganiban, Respondents). — In this petition for review 1 on certiorari (petition), petitioner seeks to reverse and set aside the Decision 2 dated 05 June 2017 and Resolution 3 dated 25 October 2017 promulgated by the Court of Appeals (CA) in CA-G.R. CR No. 37565.

Antecedents

Petitioner LKG Finance & Investment Corporation (petitioner corporation), a stockholder of record of United Doctors Service Corporation (UDSC), owns and operates the Metropolitan Hospital in Manila. Petitioner corporation's shareholdings in UDSC amounts to 560,428 shares or 1.16% of its equity.

Sometime in 2000, petitioner corporation commenced Civil Case No. 00-98562 (derivative suit) before the RTC of Manila, Branch 46, against the board of directors of UDSC who are the respondents herein. Alleging mismanagement of the corporation, petitioner corporation sought to nullify and enjoin the enforcement of the following actions by UDSC directors contained in its resolutions dated 20 April 1998 and 28 July 2000:

a) To acquire the Medical Arts Center Building from Gotesco Properties, Inc. (GPI), [a stockholder of record of UDSC];

b) To increase the authorized capital stock of UDSC to finance the acquisition of the Medical Arts Center Building through an asset for share swap; and

c) To borrow up to Php300-million from DBP to finance the completion of the Medical Arts Center Bldg.

In addition, petitioner corporation also seeks to enforce payment from respondent Jose C. Go the amount of Php50,000,000.00, representing the latter's outstanding loan obligation with USDC.

Eventually, the RTC ruled in favor of petitioner corporation in its Decision 4 dated 16 December 2005, the dispositive portion of which reads:

WHEREFORE, premises considered, judgement is hereby rendered:

(a) Annulling and setting aside the Board actions/resolutions of UDSC on July 28, 2000 and April 20, 1998 to acquire the unfinished MACB from GPI and including all other actions intended to carry out the same, for being grossly inequitable and prejudicial to the best interest of UDSC; and in lieu thereof, to institute an action for rescission and damages against GPI without prejudice to the engagement of a third party who shall complete the same at the expense of GPI;

(b) Ordering respondents to collect (in behalf of UDSC) the P50 million loan of Jose Go; and in case of the latter's inability to pay, to sell, at public auction the security in the form of shares of stock of UDSC pursuant to the Pledge Agreement dated May 23, 1997;

(c) Ordering respondents to pay attorney's fee in the sum of P100,000.00 and to pay costs of suit.

SO ORDERED.

Respondents filed an appeal under Rule 41 of the Rules of Court (Rules). The RTC, upon motion by petitioner corporation, ordered 5 its execution, stating that its Decision dated 16 December 2005 is immediately executory pursuant to Section 4, Rule 1 of the Interim Rules of Procedure for Corporate Controversies (Interim Rules). Thus, a Writ of Execution 6 was issued on 28 February 2006.

Respondents moved to quash the said writ and for their appeal to be given due course. But just the same, the motion was denied by the RTC in its Order 7 dated 15 March 2010. The trial court ruled that respondents availed of the wrong remedy since appeals on intra-corporate controversies should be made under Rule 43, not Rule 41, of the Rules. 8 Considering the period to file an appeal had already lapsed, the issuance of a writ of execution was in order. Besides, assuming the mode of appeal was correct, still, the issuance of a writ of execution was imperative in view of the immediately executory nature of decisions in intra-corporate controversies. 9

Dissatisfied, respondents first filed with the Court of Appeals a motion for extension of time to file their petition for certiorari10 under Rule 65 of the Rules, and then subsequently filed their actual petition for certiorari assailing the n RTC's Order dated 15 March 2010 (the certiorari case). The Fourth Division of the Court of Appeals, however, in its Resolution 11 dated 28 May 2010, denied the motion stating that the 60-day period to file the petition for certiorari is non-extendible. Consequently, the petition should likewise be dismissed for being filed out of time. 12 Respondents moved for reconsideration, but the same was denied by the CA in its Order dated 09 July 2010. 13

The dismissal of the certiorari case was elevated before this Court via a petition for review on certiorari with prayer for the issuance of a temporary restraining order and/or writ of preliminary injunction. Ultimately, this Court affirmed the CA's ruling in Our Resolution dated 13 October 2010. 14 A subsequent motion for reconsideration was likewise denied by the Court with finality in Our Resolution dated 12 January 2011.

It appears that the sheriff made two separate attempts to exact compliance with the writ of execution. The first was on 26 June 2009 and the other was on 31 August 2011. On both occasions, the notices were served to Atty. Jesus Christopher PB. Belandres, then corporate secretary of UDSC. Petitioner claims that despite the lapse of a considerable length of time and the finality of the dismissal of their petition for certiorari, respondents still obstinately refuse to comply with the writ of execution, thus, they were compelled to file a petition 15 to cite respondents in indirect contempt.

In their Answer, 16 respondents argue that there was partial compliance with the writ of execution since respondent Jose C. Go already fully paid his loan from UDSC as shown by a Certification issued by the Finance Department of UDSC. 17 On the supposed action to increase the capitalization of UDSC, respondents claim that the approval by the SEC of such board action served as a supervening event, while the proposed borrowing of Php360,000,000.00 from the DBP failed to materialize. 18

On 02 March 2015, the RTC declared respondents in indirect contempt. It ruled that one of its directives, paragraph (a) of the writ of execution, was to annul and set aside the acquisition of the unfinished Medical Arts Center Building from Gotesco. The approval by the SEC of UDSC's capitalization does not in any way prevent respondents from implementing such directive, and therefore, cannot be considered as a supervening event to warrant the stay of the execution of the final decision of the trial court. Even if respondents complied with paragraphs (b) and (c) of its Decision, still, respondents failed to meet the terms of paragraph (a) of the writ of execution, making them liable for indirect contempt. 19

The dispositive portion of the RTC's Decision reads:

WHEREFORE, premises considered, the court finds the petition partially meritorious and finds respondents JOSE C. GO, JOEL T. GO, ROSALINDA O. DY, JONATHAN T. GO, MARIANO UMALI, JOHANN T. GO, SY CHUN SUI, ROBERT D. LIM, KIM SHI TAN, EDUARDO C. TAN, AARON BAUTISTA, JOSE A. R. MELO, RODEL VENTURA CAPULE, and PORFIRIO DG. PANGANIBAN, to be in CONTEMPT for non-compliance with paragraph (a) of the Writ of Execution dated February 28, 2006 and hereby penalizes them to pay the FINE of THIRTY THOUSAND PESOS EACH.

Respondents are hereby directed to comply with the mandate of paragraph (a) of the writ of execution.

SO ORDERED.

On appeal, the Court of Appeals reversed the RTC and stated that respondents cannot be held liable for indirect contempt. Based on the records, paragraph (a) appears to be the only directive in the writ that remains outstanding, and even this does not require any affirmative action on the part of the respondents. The dispositive portion of the CA's Decision 20 reads:

WHEREFORE, the instant appeal is GRANTED. The assailed Decision dated March 2, 2015, of the Regional Trial Court of Manila, Branch 46, is REVERSED and SET ASIDE. Respondents-appellants are ACQUITTED on reasonable doubt of indirect contempt of court.

SO ORDERED.

Hence, this Petition, reasserting the fact that the respondents should be held in indirect contempt. On the contrary, respondents in their Comment, 21 urge that the dismissal by the CA amounts to an acquittal as in criminal cases and an appeal therefrom would violate their constitutional right against double jeopardy.

Issues

1) Whether or not double jeopardy has attached.

2) Depending on the answer on the first question; whether or not respondents may be cited in indirect contempt for their alleged non-compliance with the writ.

Ruling of the Court

The petition is impressed with merit.

Contempt of court has been defined as a willful disregard or disobedience of a public authority. In its broad sense, contempt is a disregard of, or disobedience to, the rules or orders of a legislative or judicial body or an interruption of its proceedings by disorderly behavior or insolent language in its presence or so near thereto as to disturb its proceedings or to impair the respect due to such a body. In its restricted and more usual sense, contempt comprehends a despising of the authority, justice, or dignity of a court. 22

There are two (2) kinds of contempt of court, namely: direct and indirect. Indirect contempt or constructive contempt is that which is committed out of the presence of the court. A person who is guilty of disobedience or of resistance to a lawful order of a court or who commits any improper conduct tending, directly or indirectly, to impede, obstruct, or degrade the administration of justice may be punished for indirect contempt. 23

The pertinent provision of the Rules of Court on indirect contempt is Section 3, Rule 71:

SEC. 3. Indirect contempt to be punished after charge and hearing. — After a charge in writing has been filed, and an opportunity given to the respondent to comment thereon within such period as may be fixed by the court and to be heard by himself or counsel, a person guilty of any of the following acts may be punished for indirect contempt:

(a) Misbehavior of an officer of a court in the performance of his official duties or in his official transactions;

(b) Disobedience of, or resistance to, a lawful writ, process, order, or judgment of a court, including the act of a person who, after being dispossessed or ejected from any real property by the judgment or process of any court of competent jurisdiction, enters or attempts or induces another to enter into or upon such real property, for the purpose of executing acts of ownership or possession, or in any manner disturbs the possession given to the person adjudged to be entitled thereto;

(c) Any abuse of or any unlawful interference with the processes or proceedings of a court not constituting direct contempt under Section 1 of this Rule;

(d) Any improper conduct tending, directly or indirectly, to impede, obstruct, or degrade the administration of justice;

(e) Assuming to be an attorney or an officer of a court, and acting as such without authority;

(f) Failure to obey a subpoena duly served;

(g) The rescue, or attempted rescue, of a person or property in the custody of an officer by virtue of an order or process of a court held by him.

Indirect contempt is only punished after a written petition is filed and an opportunity to be heard is given to the party charged. 24 In this case, the petition charged respondents with indirect contempt through disobedience of, or resistance to, a lawful writ, process, order, or judgment of a court and "improper conduct tending, directly or indirectly, to impede, obstruct, or degrade the administration of justice." 25

Contempt may also be civil or criminal. In Montenegro v. Montenegro, 26 the Court made an academic discussion on the distinction between the two thus:

Contempt, whether direct or indirect, may be civil or criminal depending on the nature and effect of the contemptuous act. Criminal contempt is "conduct directed against the authority and dignity of the court or a judge acting judicially; it is an act obstructing the administration of justice which tends to bring the court to disrepute or disrespect." On the other hand, civil contempt is the failure to do something ordered to be done by a court or a judge for the benefit of the opposing party therein and is therefore, an offense against the party in whose behalf the violated order was made. If the purpose is to punish, then it is criminal in nature; but if to compensate, then it is civil.

Thus, contempt proceedings has a dual function: (1) vindication of public interest by punishment of contemptuous conduct; (2) coercion to compel the contemnor to do what the law requires him to uphold the power of the Court, and also to secure the rights of the parties to a suit awarded by the Court.

Contempt proceedings are neither wholly civil nor altogether criminal. It may not always be easy to classify a particular act as belonging to one of those two classes. It may partake of the characteristics of both. If it is remedial and coercive in nature, it is civil; the parties are the individuals whose private rights and remedies they were instituted to protect or enforce. The absence of willfulness does not release one from civil contempt. It is civil if it is instituted to preserve and enforce the rights and administer the remedies of the parties to which the court has to force them to obey.

Proceedings for contempt are criminal in nature if presented to preserve the power of the courts and to punish for disobedience to their orders. Criminal contempt involves no element of personal injury; it is directed against the power and dignity of the court and the private parties have little, if any interest in the proceedings for its punishment. (citations omitted)

We agree with respondents that the dismissal of a case for criminal contempt amounts to an acquittal as in criminal cases. A judgment of acquittal is immediately final and executory and no appeal or error proceedings can be brought against such judgment without violating the constitutional prohibition against double jeopardy. 27 However, the present indirect contempt charge can hardly be categorized as criminal.

As may be deduced from the material averments in the petition and the relief prayed for, the indirect contempt charge filed by petitioner corporation is only civil in nature. Petitioner corporation submits that respondents willfully and deliberately refused to comply with the following directives of the court: i) to annul and nullify the board resolutions and all other actions by the board on the acquisition of the unfinished MACB from GPI; ii) to recover the amount of the loan respondent Jose C. Go owes UDSC; and iii) to pay attorney's fees and costs of suit. 28 Petitioner corporation considers as "reprehensible" the fact that respondents, sitting as members of the board of UDSC, and its Corporate Secretary, Atty. Belandres, did not even disclose the matter in the Information Statement which were distributed to all stockholders of record of UDSC nor was it discussed during the 2011 annual stockholders meeting. 29 Furthermore, petitioner corporation claims that respondents' deliberate and continued refusal to comply with the writ of execution reflects bad faith and gross negligence in the direction of the affairs of UDSC. 30 These averments are clear indications that the petition was designed to enforce the rights of petitioner corporation.

The fact that the petition prays for respondents to be imprisoned until they comply with the decision of the court does not necessarily make the contempt proceedings criminal. As explained in the Montenegro case, 31 this is in the nature of an execution to enforce the judgment. Thus, the punishment sought by petitioner for respondents is not punitive in nature, but designed for their own benefit and advantage, and not for the purpose of vindicating the dignity of the court and preserving its power:

It is not the fact of punishment, but rather its character and purpose, that often serve to distinguish between the two classes of contempt. If it is for civil contempt the punishment is remedial, and for the benefit of the complainant. But if it is for criminal contempt the sentence is punitive, to vindicate the authority of the court. But if the contempt consists in the refusal of a party or a person to do an act which the court has ordered him to do for the benefit or the advantage of a party to a suit or action pending before it, and he is committed until he complies with the order, the commitment is in the nature of an execution to enforce the judgment of the court, and the party in whose favor that judgment was rendered is the real party-in-interest in the proceedings.

It is true that punishment by imprisonment may be remedial as well as punitive, and many civil contempt proceedings have resulted not only in the imposition of a fine, payable to the complainant, but also in committing the defendant to prison. But imprisonment for civil contempt is ordered where the defendant has refused to do an affirmative act required by the provisions of an order which, either in form or substance, is mandatory in its character. Imprisonment in such cases is not inflicted as a punishment, but is intended to be remedial by coercing the defendant to do what he had refused to do. The order in such cases is that the defendant stand committed unless and until he performs the affirmative act required by the court's order. The defendant can end his imprisonment and discharge himself at any moment by doing what he had previously refused to do. In fine, the defendant carries the keys of his prison in his own pocket.

It may happen that, in proceedings for criminal contempt, where the imprisonment is solely punitive to vindicate the authority of the courts, the complainant may also derive some incidental benefits from the fact that such punishment tends to prevent a repetition of the disobedience. However, such indirect consequences will not change imprisonment which is merely coercive and remedial into that which is solely punitive in character or vice-versa. 32 [citations omitted]

On the second issue, the Court is of the impression that respondents are liable for indirect contempt. For convenience, it is best to restate the dispositive portion of the trial court's decision sought to be executed:

WHEREFORE, premises considered, judgement is hereby rendered:

(a) Annulling and setting aside the Board actions/resolutions of UDSC on July 28, 2000 and April 20, 1998 to acquire the unfinished MACB from GPI and including all other actions intended to carry out the same, for being grossly inequitable and prejudicial to the best interest of UDSC; and in lieu thereof, to institute an action for rescission and damages against GPI without prejudice to the engagement of a third party who shall complete the same at the expense of GPI; (Emphasis supplied.)

(b) Ordering respondents to collect (in behalf of UDSC) the P50 million loan of Jose Go; and in case of the latter's inability to pay, to sell, at public auction the security in the form of shares of stock of UDSC pursuant to the Pledge Agreement dated May 23, 1997;

(c) Ordering respondents to pay attorney's fee in the sum of P100,000.00 and to pay costs of suit.

SO ORDERED.

Based on the conclusions of the CA, which petitioner corporation does not contest, items (b) and (c) have been complied with. Thus, only item (a) is being urged upon for compliance. For petitioner corporation, this commands the adoption of corresponding board resolutions expressly nullifying UDSC's previous issuances regarding the acquisition of MACB with GPI. But a plain reading of this text would convey a clear message that the trial court itself nullified the questioned board resolutions. Thus, petitioner's expectations on this score are unfounded. Respondents cannot be said to have willfully disobeyed an order or directive of the court when it exacts no affirmative action on its end.

On the other hand, item (a) also directs the institution of an action for rescission against GPI, a stockholder of record of UDSC. As opined by the CA, it is illogical for the trial court to additionally require the institution of an action for rescission when the right to file an action is a personal right or discretionary. 33 This is where Our concurrence with the Court of Appeals ends.

There is nothing illogical or unreasonable with the order of the court. A derivative suit is an action filed by stockholders to enforce a corporate action. 34 A shareholder's derivative suit seeks to recover for the benefit of the corporation and its whole body of shareholders when injury is caused to the corporation that may not otherwise be redressed because of failure of the corporation to act. The action is derivative, i.e., in the corporate right, if the gravamen of the complaint is injury to the corporation, or to the whole body of its stock and property without any severance or distribution among individual holders, or it seeks to recover assets for the corporation or to prevent the dissipation of its assets. 35 An individual stockholder is permitted to institute a derivative suit on behalf of the corporation wherein he holds stock in order to protect or vindicate corporate rights, whenever officials of the corporation refuse to sue or are the ones to be sued or hold the control of the corporation. 36 Thus, the directive to file a case for rescission is in harmony with the purpose of a derivative suit — to be an available remedy should officials of the corporation refuse to sue for the corporation.

Besides, the questioned decision has long become final and executory. A decision that has acquired finality becomes immutable and unalterable, and may no longer be modified in any respect. 37 So even if the respondents felt that any portion of the decision is illogical or unreasonable, these are not grounds to resist compliance to a decision that has otherwise become final. At this very late stage, there is nothing else that can be done but to enforce compliance of directive of the court to the letter.

In Bro. Bernard OCA, et al. v. Custodio38 the Court ruled that:

Questioning the trial court orders does not stay its enforcement or implementation. There is no showing that the trial court orders were restrained by the appellate court.

Hence, petitioners could not refuse to comply with the trial court orders just because they opined that they were invalid. It is not for the parties to decide whether they should or should not comply with a court order. Petitioners did not obtain any injunction to stop the implementation of the trial court orders nor was there an injunction to prevent the trial court from hearing and ruling on the contempt case. Petitioners' stubborn refusal cannot be excused just because they were convinced of its invalidity. Their resort to the processes of questioning the orders does not show that they are in good faith.

The present case is no different. Here, respondents initially advanced the theory that a supervening event (albeit non-existent) legally prevented them from complying with the directive of the RTC. And when this proved futile, they suddenly echoed the sentiments of the CA that the directive to file a case is illogical and unreasonable. The intention to defy the lawful directive of the RTC is evident in this case. Respondents has offered nothing but unfounded reasons to escape compliance with the writ of execution.

Verily, this Court is convinced that there is willful disobedience to support a citation for contempt. But not every respondent should be held liable. Based on the findings of the CA, which the Court agrees, only respondents Jose C. Go, Joel T. Go, Jonathan T. Go, Johann T. Go, Eduardo C. Tan, Rosalinda O. Dy, Kim Shi Tan, and Robert D. Lim filed and signed the SPA attached to Answer/Comment filed by their counsel, Atty. Belandres. 39 Thus, it is safe to presume that they were notified of the proceedings and the filing of the Answer/Comment served as their means to be heard.

On the contrary, nothing in the records would show that respondents Mariano Umali, 40 Sy Chun Sui, Rodel Ventura Capule, Aaron Bautista, Jose A.R. Melo, and Porfirio DG Panganiban were notified or were represented by their counsel at any stage of the proceedings. Accordingly, the petition should be dismissed against them pursuant to Our ruling in Esperida, et al v. Jurado, Jr., 41 that no person can be cited in contempt without being notified of the contempt charge and the right to be heard.

WHEREFORE, premises considered, the Decision dated 05 June 2017 and Resolution dated 25 October 2017 promulgated by the Court of Appeals in CA-G.R. CR No. 37565 are hereby REVERSED AND SET ASIDE. Respondents Jose C. Go, Joel T. Go, Jonathan T. Go, Johann T. Go, Eduardo C. Tan, Sy Chun Sui, Rosalinda O. Dy, Kim Shi Tan, and Robert D. Lim are found guilty of INDIRECT CONTEMPT and are ordered to pay the fine of Thirty Thousand Pesos (Php30,000.00) each within 30 days from receipt hereof, and to institute the required action within the same period. Failure to comply with this directive would compel the Court to issue a more stringent penalty.

The PETITION is DISMISSED insofar as Respondents Mariano Umali, Sy Chun Sui, Rodel Ventura Capule, Aaron Bautista, Jose A.R. Melo, and Porfirio DG. Panganiban are concerned.

SO ORDERED."

By authority of the Court:

(SGD.) LIBRADA C. BUENADivision Clerk of Court

By:

MARIA TERESA B. SIBULODeputy Division Clerk of Court

 

Footnotes

1.Rollo, at pp. 11-50.

2.Id. at 60-76; penned by Associate Justice Ramon M. Bato, Jr. and concurred in by Associate Justices Manuel M. Barrios and Renato C. Francisco of the Eleventh Division, Court of Appeals, Manila.

3.Id. at 77-78.

4.Id. at 101-128; penned by Acting Presiding Judge Benjamin D. Turgano.

5.Id. at 129.

6.Id. at 130-131.

7.Id. at 135-140; penned by Judge Aida E. Layug.

8.Id. at 139.

9.Id.

10.Id. at 142.

11.Id. at 142-143; penned by Associate Justice Estela M. Perlas-Bernabe (now a Member of this Court) and concurred in by Associate Justices Bienvenido L. Reyes (now a retired Member of this Court) and Elihu A. Ybañez of the Fourth Division, Court of Appeals, Manila.

12.Id.

13.Id. at 144.

14.Id. at 148.

15.Id. at 202-220.

16.Id. at 226-232.

17.Id. at 233.

18.Id. at 228.

19.Id. at 379.

20.Id. at 60-75.

21.Id. at 485-498.

22.Ligon v. RTC Br. 56, Makati City, G.R. No. 190028, 26 February 2014 [Per J. Perlas-Bernabe].

23.Capitol Hills Golf & Country Club, Inc. v. Sanchez, G.R. No. 182738, 24 February 2014 [Per J. Peralta].

24.Oca v. Custodio, 814 Phil. 641 (2017), G.R. No. 199825, 26 July 2017 [Per J. Leonen].

25.Rollo, pp. 213-214.

26. G.R. No. 156829, 08 June 2004 [Per C.J. Davide, Jr.].

27.People v. Court of Appeals, 755 Phil. 80 (2015), G.R. No. 183652, 25 February 2015 [Per J. Peralta].

28.Rollo, p. 214.

29.Id. at 212.

30.Id. at 216.

31.Supra at note 26.

32.Ceniza v. Wistehuff, Sr., 524 Phil. 462 (2006), G.R. No. 165734, 16 June 2006 [Per J. Callejo, Sr.].

33.Rollo, p. 72.

34.Florete, Jr. v. Florete, 778 Phil. 614 (2016), G.R. No. 174909 and G.R. No. 177275, 20 January 2016 [Per J. Leonen]; citing Cua, Jr. v. Tan, 622 Phil. 661 (2009), G.R. Nos. 181455-56 and 182008, 04 December 2009 [Per J. Chico-Nazario].

35.Id.

36.Id.

37.Mercury Drug Corporation v. Sps. Huang, 817 Phil. 434 (2017), G.R. No. 197654, 30 August 2017 [Per J. Leonen].

38.Supra at note 24.

39.Rollo, p. 71.

40. N.B. Mariano Umali did not sign the SPA attached to the Answer/Comment.

41. 686 Phil. 775 (2012), G.R. No. 172538, 25 April 2012 [Per J. Peralta].

n Note from the Publisher: Written as "the of the" in the official document.