Gokongwei v. Securities And Exchange Commission

ANTONIO, J.:

In this petition for review, petitioner seeks to nullify and set aside the resolution en banc dated May 7, 1979 of respondent Securities and Exchange Commission in SEC Case No. 1375, sustaining the findings of the San Miguel Corporation's Board of Directors that petitioner is engaged in a business competitive with or antagonistic to that of the San Miguel Corporation and, therefore, ineligible for election as director, pursuant to Section 3, Article III of the amended by-laws. Petitioner alleges that the matter of petitioner's disqualification should not have been heard in view of the pendency of petitioner's motion for reconsideration with this Court; that when respondent Commission sustained the disqualification of petitioner, it failed to consider that private respondents are precluded from disqualifying petitioner because of the rule of pari delicto; and that the resolution of disqualification of the respondent Board of Directors was an "over exertion of corporate power"

because by this act the afore-mentioned Board of Directors intended to perpetuate themselves in power. Considering the afore-mentioned allegations and the comments thereto, We find no merit in the petition. Aside from the presumptive validity of the amended by-laws at the time the questioned resolution was rendered by respondent Securities and Exchange Commission, the Chief Justice and six (6) Justices of this Court had already promulgated their opinions that the validity of the amended by-laws insofar and only insofar as the parties herein are concerned, can no longer be relitigated on the basis of the "law of the.

case" doctrine and, therefore, the enforcement of the amended by-laws could not have been ipso factor stayed by the motion for reconsideration. Petitioner's allegation that respondent Commission (Securities and Exchange Commission) could not have validly sustained the resolution of the San Miguel Corporation Board because some members of the Board were also disqualified as they were situated like petitioner appears inapposite.

The alleged disqualification of some members of the Board was never in issue during the hearing of the disqualification case, and petitioner has not submitted any evidence in support of his contention. Petitioner's assertion that the order of respondent Commission disqualifying him is based on evidence which are "at the most, contingent and flimsy" appears unsupported by the records.

The order of respondent Commission was based principally on the affidavits of Nazario Avendaño, Ruperto Sarandi, Jr., Fernando Constantino, Jose Picornell and Mabini Antonio and documentary evidence showing that petitioner is engaged in agricultural and poultry business competitive with that of San Miguel Corporation. Petitioner did not adduce any evidence to rebut the evidence of his disqualification. It is well-settled that findings of fact of administrative bodies will not be interferred with by the courts in the absence of grave abuse of discretion on the part of said agencies, or unless the afore-mentioned findings are not supported by substantial evidence (Central Bank V. Cloribel, 44 SCRA 307 ).

WHEREFORE, in view of the foregoing, the Court resolves to DISMISS the petition for lack of merit. SO ORDERED.