SECOND DIVISION
[A.C. No. 11783. March 28, 2022.][Formerly CBD Case No. 11-2988]
STRADCOM CORPORATION, complainant,vs. ATTY. ERIC GENE C. PILAPIL, respondent.
NOTICE
Sirs/Mesdames :
Please take notice that the Court, Second Division, issued a Resolution dated28 March 2022which reads as follows:
"A.C. No. 11783 [Formerly CBD Case No. 11-2988](Stradcom Corporation v. Atty. Eric Gene C. Pilapil). — This is a complaint 1 for disbarment filed by STRADCOM Corporation (Stradcom), as represented by Bonifacio C. Sumbilla (Sumbilla), against Atty. Eric Gene C. Pilapil (Atty. Pilapil), before the Integrated Bar of the Philippines (IBP) for alleged violation of Canons 8 and 19 of the Code of Professional Responsibility (CPR).
The Antecedents:
The instant disbarment complaint stemmed from an intra-corporate controversy between the group led by Cezar Quiambao (Quiambao Group) and the group led by Sumbilla (Sumbilla Group), who both claim to be the duly constituted Board of Directors and officers of Stradcom, the information technology service provider of the Land Transportation Office. 2 During the pendency of the dispute which spawned several suits between both factions, the Sumbilla Group engaged the law firm of Castillo Laman Tan Pantaleon & San Jose (CLTPSJ) to file a petition for issuance of an interim measure of protection under Section 28 of Republic Act No. 9285. 3 CLTPSJ filed the petition, which was docketed as Civil Case No. Q-11-68518 entitled Stradcom Corporation vs. Land Transportation Office, and the case was raffled to Branch 91, Regional Trial Court of Quezon City. Sumbilla alleged in the petition that he was authorized to bring the suit in Stradcom's behalf and sought the issuance of an interim measure of protection, specifically for the turnover of Stradcom's facilities in the LTO compound. 4 To support the claim that he was authorized by Stradcom to institute the suit, Sumbilla attached a Secretary's Certificate executed by Rodolfo A. Millare, the alleged Assistant Corporate Secretary of Stradcom, who attested that Sumbilla or his duly constituted substitute was authorized to institute suits on behalf of Stradcom. 5
During the pendency of this case, respondent Atty. Pilapil, the purported Corporate Secretary and Vice President for Legal of Stradcom in the Quiambao Group's set of officers, sent CLTPSJ a January 18, 2011 letter demanding that they cease and desist from representing themselves as counsel of Stradcom; otherwise, civil, criminal, and administrative actions will be instituted against them. The letter stated that CLTPSJ has never been engaged as counsel by Stradcom. 6
Subsequently, Stradcom received a January 20, 2010 e-mail from CLTPSJ which expressed the law firm's withdrawal as Stradcom's counsel in Civil Case No. Q-11-68518. CLTPSJ advised that it would not be in Stradcom's best interest if CLTPSJ continues to act as its counsel, when the legal team is distracted in defending themselves from the criminal, civil, and administrative cases that Atty. Pilapil might file against them. Moreover, the letter stated that the firm is withdrawing as counsel to protect the members of the legal team from becoming parties to the dispute with Cezar Quiambao, which would render them ineffective as advocates. 7 Thereafter, CLTPSJ withdrew its appearance as Stradcom's counsel in Civil Case No. Q-11-68518. CAIHTE
Sumbilla's Complaint against Atty. Pilapil:
Sumbilla, purportedly on behalf of Stradcom, filed a disbarment complaint against Atty. Pilapil on April 4, 2011. 8 Sumbilla averred that he is the President and Chief Executive Officer of Stradcom and accused Atty. Pilapil for violating Canon 8, Rule 8.01 and Rule 8.02, when he sent the letter to CLTPSJ. He alleged that in sending the letter, Atty. Pilapil harassed and threatened CLTPSJ with baseless suits to prevent them from representing Stradcom and to deprive it its choice of counsel. 9 He averred that Atty. Pilapil's allegations in the letter have no factual basis, and the dispute as to who owns Stradcom has yet to be decided by the courts. 10 Moreover, Sumbilla averred that Atty. Pilapil also violated Canon 19 and Rule 19.01 of the CPR since the threats made to Sumbilla's former counsel are dishonest, amounted to blackmail, and beyond the bounds of the law. 11
Complainant also claimed that he subsequently engaged the services of Atty. Jose Ma. Q. Austria (Atty. Austria) as Stradcom's new counsel in Civil Case No. Q-11-68518 and other cases involving the Quiambao Group. However, during the March 4, 2011 hearing in SCA No. Q-11-68723, Atty. Pilapil told Atty. Austria, "Panyero. Magwithdraw ka na. Ang Castillo Laman nga natakot." Complainant further averred that during the March 9, 2011 hearing of NPS No. XV-05-INV-11A-00019, Atty. Pilapil told Atty. Austria. "Nandito ka pa rin? Panyero, alam mo ba ang ginagawa mo?". In addition, Sumbilla alleged that in a March 22, 2011 hearing of the House Committee of Transportation in Congress, Atty. Pilapil confronted Sumbilla and said, "Ikaw, itigil mo na ang pagpa-panggap mo na may-ari ka ng Stradcom." Sumbilla averred that Atty. Pilapil's utterances were intended to intimidate Sumbilla and Atty. Austria, in violation of Canon 8, Rule 8.01 and Rule 19.01 of the CPR. 12
For his part, Atty. Pilapil asserted that he is the Corporate Secretary and Vice President for Legal of Stradcom, and that Sumbilla has no authority to represent Stradcom in the instant disbarment case, nor is he a stockholder of record, director, or officer of Stradcom. 13 He asserted that Jer Samson, who executed the Secretary's Certificate authorizing Sumbilla to represent Stradcom in this administrative case, is currently facing a criminal case for falsifying Stradcom's December 2010 General Information Sheet to make it appear that Sumbilla and his group are stockholders of record of Stradcom. 14 He stated that in 2010, members of the Quiambao Group were elected into the Board and corporate officers of Stradcom, and remained in holdover capacity until 2012. He was elected as Corporate Secretary in the 2010 election. However, sometime in December 2010, Sumbilla and several others staged an attempt to takeover Stradcom's facilities inside the LTO Compound and thereafter instituted several cases to make it appear that there was an existing intra-corporate controversy within Stradcom. These suits included Civil Case No. Q-11-68518, where Sumbilla sought the turnover of Stradcom's facilities under the guise of representing Stradcom. 15
Atty. Pilapil averred that he was merely complying with his ethical duties as a lawyer and as Stradcom's Corporate Secretary and Vice-President for Legal, when he sent the January 18, 2011 Letter to CLTPSJ. He maintained that considering his personal knowledge of the falsity of CLTPSJ's claim that they are acting as Stradcom's counsel, he was duty-bound to protect Stradcom's interest and to correct any misimpression created by CLTPSJ's unauthorized appearance supposedly as Stradcom's counsel. 16
Finally, Atty. Pilapil asserted that he never personally confronted Atty. Austria or Sumbilla. 17 In claiming that he was not at the March 4, 2011 hearing, 18 Atty. Pilapil submitted minutes 19 of the hearing which does not include respondent in the list of attendees, affidavits of the security personnel in the Stradcom compound attesting that respondent arrived for work at the compound in the morning and afternoon and only left the premises for lunch around noon, 20 and affidavit executed by Rodolfo Sta. Maria with an attached restaurant receipt, alleging that on the date of the hearing, he and Atty. Pilapil left around half past noon to eat lunch at a restaurant. 21 Atty. Pilapil also maintained that there was no hearing held on March 9, 2011 for NPS No. XV-05-INV-11A-00019, and attached a copy of the certification issued by the prosecutor in-charge of the case that no hearing was held in the said case on that day. 22 While he attended the congressional hearing, he maintained that he had no reason to confront Sumbilla. 23 In fine, Atty. Pilapil asserted that the disbarment complaint against him is unfounded and should be dismissed. 24
Report and Recommendation of the IBP:
In a Report and Recommendation dated March 7, 2016, Commissioner — Erwin L. Aguilera recommended the dismissal of the disbarment complaint. 25 The commissioner opined that Atty. Pilapil undisputably proved that Sumbilla was not a stockholder, director, and officer of Stradcom, and the legal standing he appears to possess is derived from a falsified secretary's certificate, and the General Information Sheet dated December 2010 which reflects the Sumbilla Group as alleged stockholders of Stradcom. Moreover, the commissioner observed that CLTPSJ and Atty. Austria had no authority from the board of directors; thus, their purported representation of Stradcom is null and void. 26 Anent Sumbilla's allegations that he and Atty. Austria were harassed by Atty. Pilapil on different occasions, and threatened CLTPSJ through a letter, the commissioner observed that the records are barren of any evidence that would prove respondent's culpability for violations of the CPR. The commissioner noted that other than Sumbilla's naked assertions, no other proof was presented to support the accusations. 27
On September 23, 2016, the IBP Board of Governors resolved to adopt the recommendation of the investigating commissioner to dismiss the administrative complaint. 28
Issue
The Court is called upon to resolve whether Atty. Pilapil should be held administratively liable for violation of Rule 8.01 and Rule 8.02 of Canon 8 and Rule 19.01 of Canon 19 of the CPR. DETACa
Our Ruling
The Court adopts the findings and recommendation of the IBP to dismiss the complaint against Atty. Pilapil.
At the outset, We clarify that a complainant in a disbarment complaint is not considered a direct party, and deemed only a witness who brought the matter to the attention of the court. Thus, Sumbilla's lack of authority or personality to initiate a disbarment complaint is not a ground to dismiss the disbarment proceeding. Our recent ruling in Villanueva v. Alentajan29 is instructive:
We emphasize that the Court may conduct its own investigation into charges against members of the bar, irrespective of the form of initiatory complaints brought before it. A complainant in a disbarment case is not a direct party to the case, but a witness who brought the matter to the attention of the Court. There is neither a plaintiff nor a prosecutor in disciplinary proceedings against lawyers. The real question for determination in these proceedings is whether or not the attorney is still a fit person to be allowed the privileges of a member of the bar.
The procedural requirement observed in ordinary civil proceedings that only the real party-in-interest must initiate the suit does not apply in disbarment cases. In fact, the person who called the attention of the court to a lawyer's misconduct "is in no sense a party, and generally has no interest in the outcome."
Hence, whether Villanueva is with or without authority from COCOLIFE to initiate the disbarment case is not material to the herein case. In Heck v. Judge Santos, the Court held that "[a]ny interested person or the court motu proprio may initiate disciplinary proceedings." The right to institute disbarment proceedings is not confined to clients nor is it necessary that the person complaining suffered injury from the alleged wrongdoing. Disbarment proceedings are matters of public interest and the only basis for the judgment is the proof or failure of proof of the charges. (Emphasis supplied)
Hence, Sumbilla's purported lack of authority to represent Stradcom is not in itself a ground to dismiss the complaint filed against Atty. Pilapil, since the only material question herein is whether respondent is still fit to be a member of the Bar. Nevertheless, We find that the dismissal of the complaint is in order.
Case law instructs that "[lawyers owe] entire devotion to the interest of [their] client, warmth and zeal in the maintenance and defense of [their client's] rights and the exertion [their] utmost learning and ability, to the end that nothing can be taken or withheld from [their] client except in accordance with the law. [Lawyers] should present every remedy or defense authorized by the law in support of [their] client's cause, regardless of [their] own personal views. In the full discharge of [their] duties to [their] client, [lawyers] should not be afraid of the possibility that [they] may displease the judge or the general public." 30 However, professional rules impose limits on a lawyer's zeal and hedge it with necessary restrictions. 31 To this end, Rules 8.01 and 8.02 of the CPR instruct:
CANON 8 — A lawyer shall conduct himself with courtesy, fairness and candor toward his professional colleagues, and shall avoid harassing tactics against opposing counsel.
RULE 8.01 — A lawyer shall not, in his professional dealings, use language which is abusive, offensive or otherwise improper.
RULE 8.02 — A lawyer shall not, directly or indirectly, encroach upon the professional employment of another lawyer; however, it is the right of any lawyer, without fear or favor, to give proper advice and assistance.
Thus, while a lawyer's language may be forceful and emphatic, it should always be dignified and respectful. The use of intemperate language and unkind ascriptions are proscribed. 32 Mutual bickering, unjustified recriminations, and offensive behavior among lawyers is considered a highly unprofessional conduct subject to disciplinary action. 33 Resort to personal attacks against opposing litigant's counsel and repeatedly intimidating, harassing, and blackmailing opposing litigant's counsel with purported administrative and criminal cases and prejudicial media exposure, instead of availing of remedies to contest the ruling adverse to his client, is a misuse of legal processes and constitutes conduct unbecoming a member of the Bar. 34
Moreover, a lawyer's zeal in protecting the client's interests should be tempered by Rule 19.01 of Canon 19 of the CPR which provides:
CANON 19 — A lawyer shall represent his client with zeal within the bounds of the law.
RULE 19.01 — A lawyer shall employ only fair and honest means to attain the lawful objectives of his client and shall not present, participate in presenting or threaten to present unfounded criminal charges to obtain an improper advantage in any case or proceeding.
Under this Rule, a lawyer should not file or threaten to file any unfounded or baseless criminal case or cases against the adversaries of his client designed to secure a leverage to compel the adversaries to yield or withdraw their own cases against the lawyer's client. 35 In the same vein, threatening opposing client's counsel with the filing of baseless administrative and criminal complaints in an effort to strong-arm the latter and his client into submission is in violation of Canon 19 of the CPR. 36
In line with the foregoing, while the writing of demand letters is considered a standard practice, and lawyers are routinely asked to enforce a client's claim by writing a demand letter, the CPR proscribes demand letters that contain a threat to file retaliatory charges against complainant which have nothing to do with the lawyer's client and are designed to secure leverage to compel complainant to yield to their claims. 37 However, we stated in Malvar v. Feir38 that demand letters based on a legitimate cause or issue are allowed. In dismissing the disbarment complaint, the Court noted therein that respondent's demand letter — which informed complainant that should he fail to pay the consideration in a sale transaction, respondent will file criminal, civil, and administrative complaints against him — is based on a legitimate issue, i.e., complainant's alleged failure to pay the full amount of the consideration in a sale transaction and the alleged falsified deed of sale used to transfer ownership over the lots subject of the case between the parties. In so ruling, the Court observed that respondent's client is one of the owners of the property involved and complainant indisputably purchased the properties, and held that respondent was simply acting in compliance with his lawyer's oath to protect and preserve the rights of his client. 39 aDSIHc
In the case at bench, Atty. Pilapil's demand for CLTPSJ to desist from representing Stradcom in view of its lack of authority to represent the corporation, is based on a legitimate cause and is at the heart of the Quiambao Group's primary claim that it has the rightful control and management over Stradcom. Section 23, in relation to Section 25 of the Corporation Code, clearly states that all corporate powers are exercised, all business conducted, and all properties controlled by the board of directors. An individual corporate officer cannot solely exercise any corporate power pertaining to the corporation without authority from the board of directors. 40 Guided by the foregoing, as Corporate Secretary and Vice President of Legal of Stradcom, respondent was duty-bound to protect Stradcom's interests and correct any misrepresentation of parties who purport to represent Stradcom despite lacking authority from its board. This includes preventing any individual from hiring a counsel to represent Stradcom despite lack of authority from the corporation.
Moreover, it is settled that a litigation should be disallowed immediately if it involves a person without any interest at stake; Section 2 of Rule 3 of the Rules of Court requires that unless otherwise authorized by law or the Rules of Court, every action must be prosecuted or defended in the name of the real party-in-interest. In turn, the power of a corporation to sue and be sued in any court is lodged with the board of directors that exercises its corporate powers. Thus, if a complaint is filed for and in behalf of the plaintiff who is not authorized to do so, the complaint does not produce any legal effect and the court must dismiss the complaint on the ground that it has no jurisdiction over the complaint and the plaintiff. 41 Considering CLTPSJ's purported authority to file the suit springs only from Sumbilla, who purportedly has no authority to represent the corporation, Atty. Pilapil's demand for CLTPSJ to cease from representing Stradcom is relevant to the suits instituted by CLTPSJ, or any counsel engaged by Sumbilla purportedly on behalf of Stradcom, since it is a ground for the dismissal of the said suits. In sending the letter, Atty. Pilapil was merely protecting his client's interests within the bounds of the law.
It is worthy to note that based on the attendant facts, Atty. Pilapil's averments in his letter are not entirely unfounded. In fact, the dispute over the control and management of Stradcom appears to have been resolved in favor of Atty. Pilapil and the Quiambao Group. The interpleader case filed by the Republic to determine who has the rightful control and management of Stradcom between the Sumbilla Group and Quiambao Group was dismissed for being moot and academic. In so ruling, it was observed therein that the Office of the President, Department of Transportation and Communication (DOTC), and Land Transportation Office (LTO) already recognized that the Quiambao Group, who were the incumbent members of the Board of Directors and officers of Stradcom, had control over the corporation, and the government had already resumed its transactions with Stradcom through the Quiambao Group to pay a portion of the government's contractual obligations to the corporation. 42
Further, the language, tone, and choice of words in Atty. Pilapil's letter to CLTPSJ did not use any defamatory, offensive, or improper language, nor did it contain any threats aside from the possibility of legal action. In fine, Atty. Pilapil was merely acting in compliance with his lawyer's oath to protect and preserve the rights of his client, and remained well within the ethical standards imposed on members of the Bar.
Sumbilla also failed to establish his claim that respondent verbally threatened and intimidated him and Atty. Austria on different occasions. It is settled that lawyers are not exempted from the benefits of the presumption of innocence. As officers of the court, they are presumed to have performed their duties in accordance with their oath. 43 Thus, in administrative proceedings against lawyers, the complainant has the burden of proving, by substantial evidence, the allegations in the complaint. Substantial evidence is that amount of relevant evidence that a reasonable mind might accept as adequate to support a conclusion. Mere allegations, as well as charges based on mere suspicion and speculation, is not evidence and is not equivalent to proof. 44
Here, aside from his self-serving allegations, Sumbilla failed to adduce other evidence to prove that Atty. Pilapil made untoward remarks towards him and Atty. Austria. On the other hand, respondent denied ever confronting or intimidating Sumbilla or Atty. Austria and even presented evidence to establish that he was not present at two of the three hearings. To emphasize, the respondent to a disbarment complaint need only deny the allegations against him or her, without more, for the respondent is not under obligation to prove this negative averment, much less to disprove what has not been proved by the complainant in a disbarment complaint. If the complainants, upon whom rests the burden of proving their cause of action, fail to show in a satisfactory manner the facts upon which their claim is based, the respondent is under no obligation to prove their exception or defense. 45
In fine, the complainant failed to sufficiently establish any cause for disciplinary action against Atty. Pilapil. Thus, the dismissal of the disbarment complaint against respondent is in order. While courts will not hesitate to mete out proper disciplinary punishment upon lawyers who fail to live up to their sworn duties, they will also protect members of the Bar from unjust accusations of dissatisfied litigants. Private persons, disgruntled opponents in particular, may not be permitted to use the courts as vehicles through which to vent their rancor on members of the Bar. 46 ETHIDa
WHEREFORE, the complaint for disbarment against Atty. Eric Gene C. Pilapil is DISMISSED.
SO ORDERED."
By authority of the Court:
(SGD.) TERESITA AQUINO TUAZONDivision Clerk of Court
Footnotes
1.Rollo, Vol. 1, pp. 2-11.
2.Rollo, Vol. 3, pp. 658-659 and 777.
3. Entitled "AN ACT TO INSTITUTIONALIZE THE USE OF AN ALTERNATIVE DISPUTE RESOLUTION SYSTEM IN THE PHILIPPINES AND TO ESTABLISH THE OFFICE FOR ALTERNATIVE DISPUTE RESOLUTION, AND FOR OTHER PURPOSES." Approved: April 2, 2004.
4.Rollo, Vol. 1, pp. 165-173.
5.Id. at 175-177.
6.Id. at 4-5. The pertinent portion of the letter states:
Demand is made upon you and/or your firm to immediately cease and desist from representing yourselves as counsels of Stradcom Corporation, whether in: (1) Civil Case No. Q-11-68518, pending before the R.T.C. Br. 91 Quezon City; or (2) any contemplated or instituted arbitration proceedings against the DOTC/LTO based on our LTO IT Project BOO Agreement; or (3) for that matter, any action case or claim in the name, or for and/or on behalf of Stradcom Corporation.
You have NEVER been engaged as counsel by Stradcom Corporation in its corporate existence, as in fact you've never even set foot in the premises of Stradcom Corporation and its I.T. facilities which you make it appear you wish to protect.
We give you this fair first and last warning, and if you nonetheless continue to persist, we will institute all criminal, civil — personal liability even if need be — and administrative actions against you without further notice to you.
7.Rollo, Vol. 2, p. 417.
8.Rollo, Vol. 1, pp. 1-8.
9.Id.
10.Rollo, Vol. 2, pp. 408-410.
11.Rollo, Vol. 1, pp. 7-8; Rollo, Vol. 2, p. 411.
12.Rollo, Vol. 1, pp. 6-8.
13.Id. at 23.
14.Rollo, Vol. 2, pp. 437-438.
15.Id. at 23-25.
16.Id. at 438-440.
17.Rollo, Vol. 1, pp. 27, 31-33.
18.Rollo, Vol. 2, pp. 440-441.
19.Id. at 496.
20.Id. at 497-510.
21.Id. at 511-518.
22.Rollo, Vol. 1, pp. 32, 323; rollo, Vol. 2, p. 441.
23.Rollo, Vol. 2, pp. 442-444.
24.Id. at 443.
25.Rollo, Vol. 3, pp. 789-797.
26.Id. at 794-796.
27.Id. at 796-797.
28.Id. at 787-788.
29. A.C. No. 12161, June 8, 2020.
30.Perito v. Baterina, A.C. No. 12631, July 8, 2020, citing Legarda v. Court of Appeals, 272-A Phil. 394, 403-404 (1991).
31.Alpajora v. Calayan, 823 Phil. 93, 108-109 (2018), citing Avida Land Corp. v. Atty. Argosino, 793 Phil. 210, 222 (2016).
32.Noble III v. Ailes, 762 Phil. 296, 301 (2015).
33.Roque, Jr. v. Balbin, A.C. No. 7088, December 4, 2018, citing Reyes v. Chiong, Jr., 453 Phil. 99, 104 (2003).
34.Id.
35.Malvar v. Feir, 827 Phil. 8, 12 (2018), citing Peña v. Atty. Aparicio, 552 Phil. 512, 523 (2007).
36.Roque, Jr. v. Balbin, supra note 33.
37.Peña v. Aparicio, 552 Phil. 512, 523-525 (2007).
38.Supra note 35 at 12-14.
39.Id.
40.Philippine Numismatic and Antiquarian Society v. Aquino, 804 Phil. 508, 517-518 (2017).
41.Id.
42.Rollo (G.R. No. 219528), pp. 332-335, unpaginated. In its July 1, 2015 Amended Decision in CA-G.R. SP No. 129701, the Court of Appeals ruled that the interpleader case filed by the Republic of the Philippines to determine who has the rightful control and management of Stradcom, and who it should pay transaction fees to has become moot. In so ruling, the observed that the Office of the President, DOTC, and LTO already recognizes Mr. Quiambao and the incumbent members of the Board and officers of Stradcom, i.e., the Quiambao Group which Atty. Pilapil is a part of, as in control of and who are operating Stradcom, and have already transacted with and released money to the Quiambao Group to pay a portion of the government's contractual obligations to Stradcom. Thus, it dismissed the interpleader case for being moot. In G.R. No. 219528, the Supreme Court in its October 14, 2015 Resolution denied the Sumbilla's Group petition of the July 1, 2015 Amended Decision for lack of reversible error, and denied the Sumbilla Group's motion for reconsideration in its June 13, 2016 Resolution. The case became final on September 13, 2016.
43.Española v. Montealegre, A.C. No. 12980, April 28, 2021.
44.Jamarolin v. Diga, A.C. No. 12966, May 14, 2021.
45.Spouses Boyboy v. Yabut, Jr., 449 Phil. 664, 668 (2003).
46.Angeles v. Figueroa, 507 Phil. 194, 202 (2005).