THIRD DIVISION
[G.R. No. 191238. October 14, 2013.]
ADERITO Z. YUJUICO, BONIFACIO C. SUMBILLA, AND DOLNEY S. SUMBILLA, petitioners, vs. CEZAR T. QUIAMBAO, respondent.
NOTICE
Sirs/Mesdames :
Please take notice that the Court, Third Division, issued a Resolution dated October 14, 2013, which reads as follows:
"G.R. No. 191238 — (Aderito Z. Yujuico, Bonifacio C. Sumbilla, and Dolney S. Sumbilla v. Cezar T. Quiambao). — For resolution is the petitioners' Motion for Clarification and Partial Reconsideration 1 with respect to the Court's June 8, 2011 Resolution. 2 Specifically, in their motion, the petitioners pray for the following reliefs:
(a) delete the penultimate paragraph of its minute Resolution dated June 08, 2011, as quoted in paragraph 2 of this Motion, to avoid confusion and make the Minute Resolution consistent with the Decision, dated January 29, 2007, in G.R. No. 168639 and the Resolution, dated October 13, 2008, in G.R. Nos. 177068 and 178214;
(b) clarify that the Decision, dated January 29, 2007, in G.R. No. 168639, the Resolution, dated October 13, 2008, in G.R. Nos. 177068 and 178214, and the Order, dated November 8, 2004, in SEC Case No. U-14 govern the status quo ante of Strategic Alliance Development Corporation ("STRADEC") and the parties to this case, such that: HaTISE
(i) The pledged shares described in this Motion remain in the names of their original owners, including Mr. Yujuico, Mr. Sumbilla, Ms. Sumbilla and Bonifacio S. Sumbilla Jr. ("Yujuico-Sumbilla group").
(ii) The Yujuico-Sumbilla group continues to own a total of 10,214,400 shares of STRADEC, equivalent to 56% of the corporation's outstanding shares.
(iii) All STRADEC stockholders' and Board meetings after March 1, 2004 held by respondent Cezar T. Quiambao's group, and all corporate acts pursuant to such meetings, are invalid and void.
(c) clarify that with the dismissal of respondent's Complaint in SEC Case No. U-14, the Board of Directors of STRADEC elected during the March 1, 2004 stockholders' meeting, composed of petitioners, respondent and Christina F. Ferreros, is reinstated until a new Board is elected pursuant to a final order in SEC Case No. U-14;
(d) direct STRADEC to hold a stockholders' meeting pursuant to Section 50, paragraph 4, of the Corporation Code, under the supervision of the Securities and Exchange Commission, within 45 days from receipt of this Honorable Court's order to that effect; cCaDSA
(e) direct respondent and the Corporate Secretary he installed at STRADEC, Atty. Eric Gene C. Pilapil, to turn over the corporation's Stock and Transfer Book and corporate records to the Regional Trial Court, Urdaneta City, Branch 48, not later than five days from receipt of this Honorable Court's order to that effect for purposes of (i) recording the restoration of the pledged shares in the names of their original owners and (ii) conducting the stockholders' meeting. 3
The Antecedents
The subject matter of this case is an offshoot of the January 29, 2007 Decision of the court in G.R. No. 168639, entitled "Aderito Z. Yujuico, et al. v. Cezar. T. Quiambao, et al." 4 The decretal portion of said decision reads:
WHEREFORE, we GRANT this instant petition and REVERSE the assailed Decision and Resolution of the Court of Appeals in CA-G.R. SP No. 87785.
The Order dated November 25, 2004 of Judge Meliton G. Emuslan, RTC, Branch 48, Urdaneta City in Civil (SEC) Case No. U-14 and the special stockholders' meeting and election held on December 10, 2004 in Bayambang, Pangasinan are SET ASIDE.
The last actual peaceable unconstested status of the parties prior to the filing by respondents herein of Civil (SEC) Case No. U-14 is RESTORED. HScAEC
This case is REMANDED to the RTC, Branch 48 Urdaneta City for further proceedings with dispatch.
SO ORDERED.
Upon finality of the January 29, 2007 Decision, the Yujuico group filed a motion before the Regional Trial Court, Branch 48, Urdaneta City, (RTC) seeking to implement the restoration of the "last actual peaceable uncontested status" of the parties as mandated in the said decision. The Yujuico group prayed that the Quiambao group be directed to (1) desist from holding themselves out as the duly elected directors and/or officers of STRADEC; and (2) turn over all transactions undertaken by Quiambao, et al., which supposedly tended to violate or circumvent the Court's decision in Yujuico. 5
In its Resolution, 6 dated October 7, 2008, the RTC held that the restoration of status quo ante necessarily entailed the return of corporate powers and recognition of the directors and officers of STRADEC duly elected prior to the filing of this case. Accordingly, the court a quo directed Quiambao, et al. to (1) turn over to Yujuico, et al. all the corporate records of STRADEC necessary for the conduct of the day to day activities of the company, such as the Stock and Transfer Book, stock certificate book, minute file, corporate seal, accounting records, ledgers, journals, bank passbook, and checks; and (2) refrain from representing themselves as the duly elected directors and officers of STRADEC. TDcEaH
Action of the Court of Appeals
Cezar T. Quiambao (Quiambao) elevated the matter to the Court of Appeals (CA) via a petition for certiorari. On August 25, 2009 the CA rendered a decision, 7 the decretal portion of which reads:
WHEREFORE, the petition for certiorari is GRANTED. The assailed Resolution, dated 7 October 2008, of the Regional Trial Court, Branch 48, Urdaneta City, Pangasinan, in Civil (SEC) Case No. U-14, is ANNULLED and SET ASIDE.
The composition of the Board of Directors and Officers of Strategic Allegiance Development Corporation prior to the 1 March 2004 elections, or that obtaining during the 2003-2004 elections, is RESTORED and ordered to be MAINTAINED during the pendency of the main case.
The records of the case are REMANDED to the Regional Trial Court, Branch 48, Urdaneta City, Pangasinan, for further proceedings and reception of evidence.
The Regional Trial Court, Branch 48, Urdaneta City, Pangasinan is DIRECTED to decide the case WITH DISPATCH, in accordance with the mandate of the Supreme Court in Yujuico vs. Quiambao.
SO ORDERED. 8
The petitioners sought reconsideration of said decision, but the CA denied the motion in its February 10, 2010 Resolution. 9 aTHCSE
The Petition
On April 5, 2010, the petitioners filed a petition for review on certiorari under Rule 45 questioning the August 25, 2009 Decision and the February 10, 2010 Resolution of the CA, in CA-G.R. SP. No. 106676, which granted Quiambao's petition for certiorari 10 under Rule 65 of the Rules of Court assailing the October 7, 2008 Resolution 11 of the RTC.
On June 8, 2011, the Court denied the petition and affirmed the ruling of the CA in its August 25, 2009 Decision and February 10, 2010 Resolution. The Court explained:
In annulling the assailed RTC resolution, the CA correctly opined, citing Mayor Garcia v. Hon. Mojica, 12 that the last actual peaceable uncontested status of the parties prior to the filing of Civil (SEC) Case No. U-14 would not refer to the result of the election of officers held on March 1, 2004 since that election did not precede the present controversy; it is in fact, the real controversy. The last actual peaceable uncontested status of the parties prior to the filing of this case would be the composition of STRADEC's directors and officers prior to the March 1, 2004 elections, or that obtaining during the 2003-2004 elections.
Jurisprudence has defined grave abuse of discretion to mean the capricious or whimsical exercise of judgment that is so patent and gross as to amount to an evasion of positive duty or a virtual refusal to perform a duty enjoined by law, or to act at all in contemplation of law, as where the power is exercised in an arbitrary and despotic manner by reason of passion or hostility. Clearly, the RTC in this case, as found by the CA, gravely abused its discretion when it issued the assailed resolution dated October 7, 2008 supposedly in consonance with the status quo order of this Court in Yujuico. In issuing the October 7, 2008 resolution, theRTC prejudged Civil (SEC) Case No. U-14, without a full-blown trial. ICAcaH
Moreover, it is worth mentioning that in G.R. No. 188864, entitled "Aderito Z. Yujuico v. CITRA Metro Manila Tollways Corporation, Strategic Alliance Development Corporation and Cezar T. Quiambao," this Court affirmed the decision, dated February 2, 2009, of RTC Pasig City, Branch 155, in SCA No. 3034, entitled "CITRA Metro Manila Tollways Corporation v. Strategic Alliance Development Corporation, et al." We denied the petition in G.R. No. 188864 for petitioner's availment of a wrong mode of appeal. In any event, we found therein no reversible error in the assailed decision of the RTC, Pasig City, Branch 155, 13 which stated that: "After a careful evaluation of the arguments raised by the contending parties in support of their respective positions, the Court rules in favor of Cezar T. Quiambao, finding the latter and his group as the lawful and valid representative of STRADEC in all its dealings with plaintiff CMMTC." 14 (Italization and emphases in the original)
Hence, this Motion for Clarification and Partial Reconsideration.
The petitioners argue that the inclusion of the last paragraph in the Court's June 8, 2011 Resolution has brought confusion among the parties and the public, as the latter interpreted the last paragraph to mean that the respondent is the lawful owner of Strategic Alliance Development Corporation (STRADEC). 15
The Court's Disposition
The Court finds no merit in the petitioners' Motion for Clarification and Partial Consideration. aIcETS
It is an elementary principle of procedure that the resolution of the court in a given issue, as embodied in the dispositive part of a decision or order, is the controlling factor as to settlement of rights of the parties. 16 In fact, even when there is a conflict between the fallo and the ratio decidendi or body of the decision, the fallo controls. This rule rests on the theory that the fallo is the final order while the opinion in the body is merely a statement ordering nothing. 17 The rule applies when the dispositive part of a final decision or order is definite, clear, and unequivocal, and can wholly be given effect without need of interpretation or construction. 18
In the case at bench, the order of this Court in the June 8, 2011 Resolution was clear and categorical, that the petition was denied and that the August 25, 2009 Decision and the February 10, 2010 Resolution of the CA were affirmed. The Court agreed with the pronouncement of the CA that the composition of the Board of Directors and Officers of STRADEC prior to the March 1, 2004 elections, or that obtaining during the 2003-2004 elections, was the last actual peaceable uncontested status of the parties and, thus, should be ordered RESTORED and MAINTAINED during the pendency of the main case.
Pending final disposition of the controversy, there has been no final declaration as to who has the controlling interest in STRADEC. The Court's pronouncement regarding the status quo or the last peaceable uncontested status of the parties prior to the filing of the SEC case is only temporary. Needless to state, it is without prejudice to such disposition.
To grant the petitioners' prayer is to turn over the actual reins of the corporation over to them while the actual controversy is still being litigated. This may send the wrong signal to the courts below and pre-empt or influence their resolution of the case. CDHcaS
WHEREFORE, the Motion for Clarification and Partial Reconsideration filed by the petitioners is DENIED for lack of merit. (Abad, J., on official leave; Brion, J., designated acting member per Special Order No. 1554 dated September 19, 2013; Leonen, J., on official leave; Leonardo-de Castro, J., designated acting member per Special Order No. 1570 dated October 14, 2013)
SO ORDERED."
Very truly yours,
(SGD.) LUCITA ABJELINA SORIANODivision Clerk of Court
Footnotes
1. Rollo, pp. 462-485.
2. Id. at 455-461.
3. Id. at 481-483.
4. 542 Phil. 236 (2007).
5. Rollo, pp. 279-283.
6. Id. at 285-286.
7. Rollo, pp. 38-56. Penned by Associate Justice Ricardo R. Rosario, with Associate Justice Martin S. Villarama, Jr. and Associate Justice Magdangal M. de Leon concurring.
8. Rollo, pp. 53-54.
9. Id. at 57-58.
10. Id. at 59-80.
11. The decretal portion of which reads:
WHEREFORE, in the light of the foregoing, the motion of the respondents is GRANTED.
In consonance with the ruling of the supreme Court restoring the status quo ante, the petitioners are hereby directed to:
1. Turn over to the respondents all corporate records of the STRADEC necessary for the conduct of the day to day activities of the company, such as the stock and transfer book, stock certificate book, minute file, corporate, accounting records, ledgers, journals, bank passbooks and checks;
2. Refrain from representing themselves as the duly elected directors and officers of STRADEC.
All corporate acts and transactions undertaken by the petitioners on behalf of STRADEC, which tend to render ineffectual or violative the January 29, 2007 Supreme Court Decision, are void and of no effect.
SO ORDERED.
12. 372 Phil. 892 (1999).
13. Rollo, p. 430.
14. Id. at 460-485.
15. Id. at 474.
16. Suntay v. Conjuangco-Suntay, 300 SCRA 760 (1998).
17. Asian Center for Career and Employment System and Services, Inc. v. NLRC, 358 Phil. 380, 386 (1998).
18. Suntay v. Suntay, 360 Phil. 932 (1998).