ASIA’S
EMERGING DRAGON G.R.
No. 169914
CORPORATION,
Petitioner,
- v e r s u s -
DEPARTMENT OF TRANSPORTATION AND COMMUNICATION, SECRETARY LEANDRO R.
MENDOZA and MANILA INTERNATIONAL AIRPORT AUTHORITY,
Respondents.
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REPUBLIC
OF THE PHILIPPINES, G.R. No. 174166
Represented
by the DEPARTMENT
OF TRANSPORTATION AND
COMMUNICATIONS and MANILA
INTERNATIONAL AIRPORT
AUTHORITY,
Petitioner, Present:
PUNO, C.J.,
QUISUMBING,
YNARES-SANTIAGO,
CARPIO,*
AUSTRIA-MARTINEZ,
-
v e r s u s - CORONA,
CARPIO
MORALES,
AZCUNA,*
TINGA,
CHICO-NAZARIO,
VELASCO, JR.
NACHURA,*
REYES
and
LEONARDO-DE CASTRO, J.J.
COURT OF APPEALS (Eighth
Division)
and SALACNIB BATERINA, Promulgated:
Respondents.
March 24, 2008
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R E S O L U T I O N
CORONA, J.:
For our resolution are the (1) “motion
for leave of court to intervene and to admit the attached
answer-in-intervention with prayer for alternative compliance of the December
19, 2005 decision” and (2) “answer-in-intervention” of Manila Hotel Corporation
(MHC) filed on February 22, 2008. MHC seeks
to intervene in the consolidated cases of G.R. Nos. 169914 and 174166 alleging
that it has a legal interest in the matter in litigation. It avers that it
purchased 20% of PIATCO’s shares from the latter’s two stockholders, namely, SB
Airport Investments, Inc. and Sojitz Corporation on August 23, 2005 and August
24, 2005, respectively. On August 26,
2005, it also entered into an agreement with Fraport AG Frankfurt Airport
Services Worldwide to purchase the latter’s 30% direct shareholdings and 31.44%
indirect shareholdings[1] in
PIATCO.[2]
MHC claims that it has a legal
interest in the issues raised in G.R. 169914 and the early and complete
compliance with the December 19, 2005 decision in G.R. No. 166429 of this
Court. Thus it prays that (1) AEDC’s
petition be dismissed; (2) its (MHC’s) proposed alternative manner of
implementing the December 19, 2005 decision be approved[3] and (3)
it be allowed to manage and operate the NAIA IPT III for 25 years.[4]
MHC’s
motion for intervention is an improper remedy.
Intervention
is a remedy by which a third party, not originally impleaded in the
proceedings, becomes a litigant therein to enable him, her or it to protect or
preserve a right or interest which may be affected by such proceedings. The pertinent rule is Rule 19, Section 1 of
the Rules of Court which states:
SEC. 1. Who may intervene. — A person who
has a legal interest in the matter in litigation, or in the success of either
of the parties, or an interest against both, or is so situated as to be
adversely affected by a distribution or other disposition of property in the
custody of the court or of an officer thereof may, with leave of court, be
allowed to intervene in the action. The court shall consider whether or not the
intervention will unduly delay or prejudice the adjudication of the rights of
the original parties, and whether or not the intervenor's rights may be fully
protected in a separate proceeding.
In
outline form, the following are the requisites for intervention of a non-party:
1. Legal
interest
(a) in the matter in controversy; or
(b) in the success of either of the parties; or
(c) against both parties; or
(d)
person is so situated as to be
adversely affected by a distribution or other disposition of property in the
custody of the court or of an officer thereof;
2. Intervention will not unduly delay or
prejudice the adjudication of rights of original parties;
3. Intervenor's rights may not be fully
protected in a separate proceeding.[5]
MHC asserts that because of its
substantial stockholdings in PIATCO, it has a legal interest in the matter in
litigation. However, it conveniently
fails to state its legal basis for the intervention.
The interest contemplated by law must
be actual, substantial, material, direct and immediate, and not simply
contingent or expectant. It must be of
such direct and immediate character that the intervenor will either gain or
lose by the direct legal operation and effect of the judgment.[6]
The scenario here is similar to the
intervention sought in Magsaysay-Labrador v. CA.[7] In that case, Rodriguez-Magsaysay filed an
action against Subic Land Corporation (SLC) et al. She alleged that her husband, the late
Senator Genaro Magsaysay, assigned land (which was part of their conjugal
property) to SLC. She prayed that this
assignment be annulled.
Magsaysay-Labrador et al., the sisters of the late senator, filed
a motion for intervention on the ground that their brother had already conveyed
to them his shareholdings in SLC amounting to 41% of its total capital. They argued that as transferees of the
shares, they had a legal interest in the matter in litigation. The Court disagreed:
Here,
the interest, if it exists at all, of petitioners-movants is indirect,
contingent, remote, conjectural, consequential and collateral. At the very
least, their interest is purely inchoate, or in sheer expectancy of a right in
the management of the corporation and to share in the profits thereof and in
the properties and assets thereof on dissolution, after payment of the
corporate debts and obligations.
While
a share of stock represents a proportionate or aliquot interest in the property
of the corporation, it does not vest the owner thereof with any legal right or
title to any of the property, his interest in the corporate property being
equitable or beneficial in nature.
Shareholders are in no legal sense the owners of corporate property,
which is owned by the corporation as a distinct legal person.[8]
In this case, the matter in
controversy is the NAIA IPT III. MHC has no connection at all to this
structure. It is merely a stockholder of
PIATCO, the builder of NAIA IPT III. Its
interest, if any, is indirect, contingent and inchoate. PIATCO has a legal personality separate and
distinct from that of its stockholders, including MHC. It has rights and obligations which pertain
solely to itself, not to any of its component members (i.e., its
stockholders).[9] The members may change but the juridical
person (in this case, PIATCO) remains the same without alteration.[10] Its
property is not merged with those owned by its stockholders.[11] No
stockholder can identify itself with the corporation.[12] Nor can
any stockholder claim to possess a right which properly and exclusively belongs
to the corporation. Thus, it is PIATCO
alone which is entitled to receive payment of just compensation.
Moreover, MHC has no right to the
reliefs it prays for. It wants to
complete NAIA IPT III and manage it for 25 years. But on what ground? As stockholder of PIATCO, the bidder whose contracts
were nullified? How can MHC derive its
claim to operate NAIA IPT III from PIATCO when PIATCO itself has no legal right
to operate the facility? Clearly, MHC’s
claim is not only baseless but also absurd.
If parties with such a conjectural,
collateral, consequential, expectant and remote interest were allowed to
intervene, proceedings would become unnecessarily complicated, expensive and
interminable.[13] It will only unduly delay and prolong the
adjudication of the rights of the original parties.
Finally, granting but not conceding
that MHC has a cause of action cognizable by the courts, its interest as a
stockholder of PIATCO can well be protected in a separate proceeding.
It is settled that the right to
intervene is not an absolute right; it may only be permitted by the courts when
the movant establishes facts which satisfy the requirements of the law
authorizing it.[14]
As the requisites have not been met,
MHC has no right whatsoever to intervene.
WHEREFORE, the motion for leave to intervene of
Manila Hotel Corporation is hereby DENIED for being an improper remedy.
SO ORDERED.
Associate Justice
WE CONCUR:
REYNATO S. PUNO
Chief
Justice
LEONARDO A. QUISUMBING
Associate Justice |
CONSUELO
YNARES-SANTIAGO Associate Justice |
|
(No Part) ANTONIO T. CARPIO Associate Justice |
MA. ALICIA M. AUSTRIA-MARTINEZ Associate Justice
|
CONCHITA CARPIO MORALES
Associate
Justice
|
(No Part) ADOLFO S. AZCUNA
Associate Justice |
|
DANTE O. TINGA Associate Justice |
MINITA V. CHICO-NAZARIO Associate Justice
|
|
PRESBITERO J. VELASCO, JR. Associate Justice |
(No Part) ANTONIO EDUARDO B. NACHURA Associate Justice |
|
RUBEN T. REYES Associate Justice |
TERESITA J. LEONARDO-DE CASTRO Associate Justice |
Pursuant to Section 13, Article
VIII of the Constitution, I certify that the conclusions in the above resolution
had been reached in consultation before the case was assigned to the writer of
the opinion of the Court.
REYNATO S. PUNO
* No part.
[1] These include its rights and interests in the Philippine Airport and Ground Services, Inc., Philippine Airport and Ground Services Terminals Holdings, Inc. and Philippine Airport and Ground Services Terminals, Inc. which are likewise stockholders of PIATCO; Answer-in-Intervention, p. 3.
[2] Id.
[3] Under MHC’s proposal, it shall: (a) release/discharge the Republic of the financial burden of raising billions of pesos to reimburse PIATCO for the cost of construction of the NAIA IPT III; (b) complete, operate and manage the NAIA IPT III at the soonest possible time; (c) proceed with the legal machinery to settle/terminate the cases here and abroad against the Republic, inclusive of the arbitration case in Singapore and in Washington D.C., U.S.A. and (d) engage the services of professionals for the management and operation of the NAIA IPT III to make it a world-class international airport and a source of pride of the Philippines; id., p. 8.
[4] Id., p. 10. MHC made the following commitments:
“xxx
under a separate subsidiary or accounting for this purpose, after deducting
payment of just compensation, annual installment payment of loans on capital
investments and the corresponding interest, and all the operating expenses,
including rentals, taxes, and other obligations during the twenty five (25)
years of operation and management, any annual net profit of MHC from the
management and operation of [NAIA IPT III], after deducting the interest due on
the 17.56% equity of the Cheng Yong group in PIATCO, the balance shall be
distributed as follows:
(a) 15% to the Government Service Insurance System
(GSIS) corresponding to its
stockholdings in MHC;
(b) 50% to the following organizations and
institutions for charitable purposes;
1. 10% to thee Philippine National Red Cross to assist
victims of calamities;
2. 10% to the Department of Social Welfare and
Development to help street children;
3. 10% to the CARITAS of Archdiocese of Manila for its
charitable projects;
4. 10% to the Armed Forces of the Philippines to help
sons and daughters of disabled and deceased soldiers;
5. 10% to the Philippine National Police Karangalan ng
mga Alagad ng Batas Foundation, Inc. to help improve the quality of life of
policemen and their dependents;
(c) 17.5% to Manila International
Airport Authority (MIAA) as payment of rental and other charges for the use of
the [NAIA IPT III] premises, and 17.5% stockholders of [MHC] other than GSIS.
To show its good faith, MHC will request the
Commission on Audit as its internal auditor of its books of account in
connection with the management and operation of [NAIA IPT III];” id., pp. 9-10.
[5] Ortega v. Court of Appeals, 359 Phil. 126, 139 (1998), citing the 1997 Rules of Civil Procedure by Feria, pp. 71-72.
[6] Alfelor v. Halasan, G.R. No. 165987, 31 March 2006, 486 SCRA 451, 461, citing Nordic Asia Ltd. v. CA, 451 Phil. 482, 492-493 (2003).
[7] G.R. No. 58168, 19 December 1989, 180 SCRA 266.
[8] Id., pp. 271-272, citations omitted.
[9] Tolentino, Civil Code of the Philippines: Commentaries and Jurisprudence, Vol. I, 1987 edition, Central Professional Books, Inc., p. 179.
[10] Id.
[11] Id.
[12] See United States Bank v. Planter’s Bank, 9 Wheat 907.
[13] Supra note 7 at 271.
[14] Secretary of Agrarian Reform v. Tropical Homes, Inc., 414 Phil. 389, 404-405 (2001), citing Big Country Ranch Corp. v. CA, G.R. No. 102927, 12 October 1993, 227 SCRA 161, 165; Firestone Ceramics, Inc. v. CA, 372 Phil. 401, 413 (1999), citing Gibson v. Revilla, G.R. No. L-41432, 30 July 1979, 92 SCRA 219.