Trust v. Sandiganbayan

PARDO, J.:

The case is a special civil action for certiorari seeking to annul the resolution of the Sandiganbayan1 declaring the annual stock-holders meeting of Philippine Journalist, Inc. (PJI), held on February 4, 1992, and presided over by respondent Rosario M. B. Olivarez valid, while the ramp stockholders meeting presided over by petitioner's representative to be void and illegal, and setting the next annual stockholders' meeting of PJI on February 2, 1993, at 2:00 in the afternoon. The Sandiganbayan also required the Development Bank of the Philippines (DBP) and petitioner to send their representatives to the meeting, and vote the 67% (per cent) voting rights assigned to them. In the event DBP/APT representatives refused or failed to comply with the order, they would be considered to have waived their right to vote the shares in favor of the assignors thereof.

The facts may be summarized as follows: On June 17, 1977, Roberto Garcia, Rosario Olivares, Tuynita Salud Soriano, Rosita Sosing, Jose Luna Castro, Araceli Linsangan, Luisa Linsangan, Reynaldo Naval, Manuel Salak and Augusto Villianueva, and the Development Bank of the Philippines represented by Alicia Ll. Reyes, signed an instrument denominated as a "Deed of Assignment of Voting Shares". The deed provides: "WHEREAS , under Board Resolution No. 3634, dated September 15, 1976 as amended by Board Resolution No. 4374 dated December 1,1976, of its Board of Governors, the ASSIGNEE, approved in favor of Philippine Journalists, Inc., hereinafter referred to as PJI, a guarantee accommodation for US $1,745,000.00 to cover 80% of the cost of a Harris N-1650 web offset press to be supplied by Harris Corporation, Rhode Island, U.S.A.; "WHEREAS, in granting the aforementioned accommodation, the ASSIGNEE has required that the same shall be secured by, among other securities, an assignment to the ASSIGNEE of no less than 67% of the total subscribed and outstanding subscriptions to the capital stock of PJI, the said percentage of shares assigned to be maintained at all times and to subsist for as long as the ASSIGNEE may deem necessary during the existence of the guarantee, to which the PJI is willing to comply; "WHEREAS, as of March 30,1977, there has been subscribed to the capital stock of PJI a total of 1,000 voting shares at P100.00/share and the herein ASSIGNORS who are the principal stockholders and officials of PJI and who in their own right own voting shares in the said company the total of which is not less than 67% of the present up to date subscriptions to the capital stock of the firm, as follows: "Name of Stockholder Certificate of outstanding (Assignor) stock no.

No. of Shares Roberto Garcia 100 29 Rosario Olivares 100 31 Tuynita Salud Soriano 55 25 - do- 45 24 Rosario Sosing 55 28 Jose Luna Castro 53 21 Araceli Linsangan 53 15 Luisa Linsangan 53 16 Reynaldo Naval 53 20 Manuel Salak 53 14 Augusto Villanueva 38 19 - do - 12 09 are willing to assign the said shares in compliance with the requirement of the ASSIGNEE. "NOW, THEREFORE, for and in consideration of the foregoing premises, the ASSIGNORS hereby cede, transfer and assign in favor of the ASSIGNEE , its successors and assigns, the 670 voting shares referred to above under the following terms and conditions: "1. The assignment is executed as security for the guarantee accommodation granted by the assignee as proxy to vote all the aforementioned shares assigned in all stockholders meeting until the proxy assignment is cancelled as herein below provided.

"2. Upon the happening of all or and of the following events of default: "a. PJI is in arrears with the payment of any of its amortization obligations to the ASSIGNEE and such arrears shall be over 90 days.

"b.

PJI conducts its business in gross contravention of the conditions imposed by the ASSIGNEE under its Resolution approving the guarantee secured therein including any amendment supplement thereto. "c. The ASSIGNOR/s (or any of them) or PJI file/s petition for voluntary bankruptcy; make/s any assignment for the benefit or in favor of other creditors; consent/s to the appointment of a receiver or trustee of ASSIGNOR/s or PJI property on the ground of insolvency or bankruptcy; file/s any petition under the bankruptcy law; or file any petition to take advantage of the insolvency law; or is/are adjudged bankrupt or insolvent.

"d. PJI makes use of the loan herein secured or any part thereof for purpose/s other than that stated herein. "The proxy assignment mentioned in par.

(1) above ipso facto cancelled and the ASSIGNEE automatically exercise its right to vote the shares assigned in all stockholders meetings. "1. The shares so assigned shall be turned over and kept in the custody of the ASSIGNEE with annotation on the face of each of the certificates of stock of such assignment as well as in the corporate books.

"Should the shares of stock be pledged or encumbered with a third party, the shares must carry the annotation of the assignment on the face thereof and such annotation also registered in the corporate books. "1. The ASSIGNORS shall maintain at all times the assignment of not less than 67% of the total subscribed and outstanding voting shares in PJI and for this purpose, the ASSIGNORS undertake to assign in favor of the ASSIGNEE any and all additional share which may be owned or controlled by them or cause other stockholders of the company to make the assignment of their shares to comply with the requirement of the ASSIGNEE.

"2. This assignment is irrevocable, subject to the happening of the conditions mentioned in par. (2) above, and shall subsist for as long as the guarantee obligation of PJI is outstanding or for as long as the ASSIGNEE may deem necessary."2 In another instrument dated January 16, 1979, denominated as "Supplement to the Deed of Assignment", the parties made the following covenants and stipulations, to wit: "WHEREAS, under Resolution No. 2753 dated September 13, 1979, of its Board of Governors, the ASSIGNEE has approved in favor of the Philippine Journalists, Inc., hereinafter referred to as PJI, an additional financing accommodation in the form of a foreign currency loan of US $124,140.00 to be drawn from any of DBP's own direct foreign currency borrowings, proceeds of which shall be utilized to finance the acquisition of one unit high speed saddle stich binder (specifically the Muller Martini Saddle stitcher 235) subject among others to the condition that the same shall be secured by among other securities, an assignment of not less than 67% of the total subscribed and outstanding voting shares of PJI, the said assignment to be maintained at all times during the existence of the above financing accommodation; "WHEREAS, the above ASSIGNORS have assigned to the ASSIGNEE a total of 670 voting shares evidenced by the deed of assignment dated June 17, 1977; "AND WHEREAS , as of September 15, 1978 the total subscribed and paid-up common shares of PJI amounts to 5,000 shares (P5,000.00 at P100.00 per share) and to comply with the assignment of 67% of the total up to date subscribed and outstanding voting shares of PJI, the following additional shares owned by and controlled by the herein ASSIGNORS , as follows: "Name of Stockholders Certificate Nos. No. of shares Roberto Garcia 33 400 Rosario Barretto Olivares 34 400 Tuynita Salud Soriano 35 400 Rosario Sosing 36 220 Jose Luna Castro 37 212 Araceli Linsangan 38 212 Luisa Linsagan 39 212 Reynaldo Naval 40 212 Manuel Salak 41 212 Augusto Villanueva 42 200