THIRD DIVISION
|
“G”
HOLDINGS, INC., Petitioner, - versus - NATIONAL MINES AND ALLIED WORKERS Local 103 (NAMAWU); SHERIFFS RICHARD H. APROSTA and ALBERTO MUNOZ, all acting Sheriffs; DEPARTMENT OF LABOR AND EMPLOYMENT, Region VI, Bacolod District Office, Respondents. |
G.R. No. 160236
Present: CARPIO MORALES, J.,* CHICO-NAZARIO,**
Acting Chairperson, NACHURA,
PERALTA,
and Promulgated: October
16, 2009 |
x------------------------------------------------------------------------------------x
DECISION
NACHURA, J.:
Before
this Court is a petition for review on certiorari
under Rule 45 of the Rules of Court assailing the October 14, 2003 Decision[1] of
the Court of Appeals (CA) in CA-G.R. SP No. 75322.
The Facts
The
petitioner, “G” Holdings, Inc. (GHI), is a domestic corporation primarily
engaged in the business of owning and holding shares of stock of different
companies.[2] It was registered with the Securities and
Exchange Commission on August 3, 1992.
Private respondent, National Mines and Allied Workers Union Local 103
(NAMAWU), was the exclusive bargaining agent of the rank and file employees of
Maricalum Mining Corporation (MMC),[3] an
entity operating a copper mine and mill complex at Sipalay, Negros Occidental.[4]
MMC
was incorporated by the Development Bank of the Philippines (DBP) and the
Philippine National Bank (PNB) on October 19, 1984, on account of their
foreclosure of Marinduque Mining and Industrial Corporation’s assets. MMC started its commercial operations in
August 1985. Later, DBP and PNB
transferred it to the National Government for disposition or privatization
because it had become a non-performing asset.[5]
On
October 2, 1992, pursuant to a Purchase and Sale Agreement[6]
executed between GHI and Asset Privatization Trust (APT), the former bought
ninety percent (90%) of MMC’s shares and financial claims.[7] These financial claims were converted into
three Promissory Notes[8]
issued by MMC in favor of GHI totaling P500M and secured by mortgages
over MMC’s properties. The notes, which
were similarly worded except for their amounts, read as follows:
PROMISSORY NOTE
AMOUNT - Php114,715,360.00 [Php186,550,560.00 in the second
note, and Php248,734,080.00 in the
third note.]
For Value Received, MARICALUM MINING CORPORATION (MMC) with postal address at 4th Floor, Manila Memorial Park Bldg., 2283 Pasong Tamo Extension, Makati, Metro Manila, Philippines, hereby promises to pay “G” HOLDINGS, INC., at its office at Phimco Compound, F. Manalo Street, Punta, Sta. Ana, Manila, the amount of PESOS ONE HUNDRED FOURTEEN MILLION, SEVEN HUNDRED FIFTEEN THOUSAND AND THREE HUNDRED SIXTY (Php114,715,360.00) [“PESOS ONE HUNDRED EIGHTY SIX MILLION FIVE HUNDRED FIFTY THOUSAND FIFE HUNDRED AND SIXTY (Php186,550,560.00)” in the second note, and “PESOS TWO HUNDRED FORTY EIGHT MILLION, SEVEN HUNDRED THIRTY FOUR THOUSAND AND EIGHTY (Php248,734,080.00)” in the third note], PHILIPPINE CURRENCY, on or before October 2, 2002. Interest shall accrue on the amount of this Note at a rate per annum equal to the interest of 90-day Treasury Bills prevailing on the Friday preceding the maturity date of every calendar quarter.
As collateral security, MMC hereby establishes and constitutes in favor of “G” HOLDINGS, INC., its successors and/or assigns:
1. A mortgage over certain parcels of land, more particularly listed and described in the Sheriff’s Certificate of Sale dated September 7, 1984 issued by the Ex-Officio Provincial Sheriff of Negros Occidental, Rolando V. Ramirez, with office at Bacolod City following the auction sale conducted pursuant to the provisions of Act 3135, a copy of which certificate of sale is hereto attached as Annex “A” and made an integral part hereof;
2. A chattel mortgage over assets and personal properties more particularly listed and described in the Sheriff’s Certificate of Sale dated September 7, 1984 issued by the Ex-Officio Provincial Sheriff of Negros Occidental, Rolando V. Ramirez, with office at Bacolod City following the auction conducted pursuant to the provisions of Act 1508, a copy of which Certificate of Sale is hereto attached as Annex “B” and made an integral part hereof.
3. Mortgages over assets listed in APT Specific Catalogue GC-031 for MMC, a copy of which Catalogue is hereby made an integral part hereof by way of reference, as well as assets presently in use by MMC but which are not listed or included in paragraphs 1 and 2 above and shall include all assets that may hereinafter be acquired by MMC.
MARICALUM MINING CORPORATION
(Maker)
x x x x[9]
Upon the signing of the Purchase and
Sale Agreement and upon the full satisfaction of the stipulated down payment,
GHI immediately took physical possession of the mine site and its facilities,
and took full control of the management and operation of MMC.[10]
Almost four years thereafter, or on
August 23, 1996, a labor dispute (refusal to bargain collectively and unfair
labor practice) arose between MMC and NAMAWU, with the latter eventually filing
with the National Conciliation and Mediation Board of Bacolod City a notice of
strike.[11] Then Labor Secretary, now Associate Justice
of this Court, Leonardo A. Quisumbing, later assumed jurisdiction over the
dispute and ruled in favor of NAMAWU. In
his July 30, 1997 Order in OS-AJ-10-96-014 (Quisumbing Order), Secretary
Quisumbing declared that the lay-off (of workers) implemented on May 7, 1996
and October 7, 1996 was illegal and that MMC committed unfair labor
practice. He then ordered the
reinstatement of the laid-off workers, with payment of full backwages and
benefits, and directed the execution of a new collective bargaining agreement
(CBA) incorporating the terms and conditions of the previous CBA providing for
an annual increase in the workers’ daily wage.[12] In two separate cases─G.R. Nos. 133519
and 138996─filed with this Court, we sustained the validity of the
Quisumbing Order, which became final and executory on January 26, 2000.[13]
On May 11, 2001, then Acting
Department of Labor and Employment (DOLE)
Secretary, now also an Associate Justice of this Court, Arturo D. Brion, on
motion of NAMAWU, directed the issuance of a partial writ of execution (Brion
Writ), and ordered the DOLE sheriffs to proceed to the MMC premises for the
execution of the same.[14] Much later, in 2006, this Court, in G.R. Nos.
157696-97, entitled Maricalum Mining
Corporation v. Brion and NAMAWU,[15] affirmed the propriety of the issuance
of the Brion Writ.
The Brion Writ was not fully
satisfied because MMC’s resident manager resisted its enforcement.[16] On motion of NAMAWU, then DOLE Secretary
Patricia A. Sto. Tomas ordered the issuance of the July 18, 2002 Alias Writ of
Execution and Break-Open Order (Sto. Tomas Writ).[17] On October 11, 2002, the respondent acting
sheriffs, the members of the union, and several armed men implemented the Sto.
Tomas Writ, and levied on the properties of MMC located at its compound in
Sipalay, Negros Occidental.[18]
On October 14, 2002, GHI filed with
the Regional Trial Court (RTC) of P550M promissory
notes; that this deed was registered on February 24, 2000;[21]
and that the mortgaged properties were already extrajudicially foreclosed in
July 2001 and sold to GHI as the highest bidder on December 3, 2001, as
evidenced by the Certificate of Sale dated December 4, 2001.[22]
The trial court issued ex parte a TRO effective for 72 hours,
and set the hearing on the application for a writ of injunction.[23] On October 17, 2002, the trial court ordered
the issuance of a Writ of Injunction (issued on October 18, 2002)[24]
enjoining the DOLE sheriffs from further enforcing the Sto. Tomas Writ and from
conducting any public sale of the levied-on properties, subject to GHI’s
posting of a P5M bond.[25]
Resolving, among others, NAMAWU’s
separate motions for the reconsideration of the injunction order and for the
dismissal of the case, the RTC issued its December 4, 2002 Omnibus Order,[26]
the dispositive portion of which reads:
WHEREFORE,
premises considered, respondent NAMAWU Local 103’s Motion for Reconsideration
dated October 23, 2002 for the reconsideration of the Order of this Court
directing the issuance of Writ of Injunction prayed for by petitioner and the
Order dated October 18, 2002 approving petitioner’s Injunction Bond in the
amount of P5,000,000.00 is hereby DENIED.
Respondent’s Motion to Dismiss as embodied in its Opposition to Extension of Temporary Restraining Order and Issuance of Writ of Preliminary Injunction with Motion to Dismiss and Suspend Period to File Answer dated October 15, 2002 is likewise DENIED.
Petitioner’s
Urgent Motion for the return of the levied firearms is GRANTED. Pursuant thereto, respondent sheriffs are ordered
to return the levied firearms and handguns to the petitioner provided the
latter puts [up] a bond in the amount of P332,200.00.
Respondent’s lawyer, Atty. Jose Lapak, is strictly warned not to resort again to disrespectful and contemptuous language in his pleadings, otherwise, the same shall be dealt with accordingly.
SO ORDERED.[27]
Aggrieved, NAMAWU filed with the CA a
petition for certiorari under Rule
65, assailing the October 17, 18 and December 4, 2002 orders of the RTC.[28]
After due proceedings, on October 14,
2003, the appellate court rendered a Decision setting aside the RTC issuances
and directing the immediate execution of the Sto. Tomas Writ. The CA ruled, among others, that the
circumstances surrounding the execution of the September 5, 1996 Deed of Real
Estate and Chattel Mortgage yielded the conclusion that the deed was sham,
fictitious and fraudulent; that it was executed two weeks after the labor
dispute arose in 1996, but surprisingly, it was registered only on February 24,
2000, immediately after the Court affirmed with finality the Quisumbing
Order. The CA also found that the
certificates of title to MMC’s real properties did not contain any annotation
of a mortgage lien, and, suspiciously, GHI did not intervene in the long drawn-out
labor proceedings to protect its right as a mortgagee of virtually all the
properties of MMC.[29]
The CA further ruled that the
subsequent foreclosure of the mortgage was irregular, effected precisely to
prevent the satisfaction of the judgment against MMC. It noted that the foreclosure proceedings
were initiated in July 2001, shortly after the issuance of the Brion Writ; and,
more importantly, the basis for the extrajudicial foreclosure was not the
failure of MMC to pay the mortgage debt, but its failure “to satisfy any money
judgment against it rendered by a court or tribunal of competent jurisdiction,
in favor of any person, firm or entity, without any legal ground or reason.”[30] Further,
the CA pierced the veil of corporate fiction of the two corporations.[31] The dispositive portion of the appellate
court’s decision reads:
WHEREFORE, in view of the foregoing considerations, the petition is GRANTED. The October 17, 2002 and the December 4, 2002 Order of the RTC, Branch 61 of Kabankalan City, Negros Occidental are hereby ANNULLED and SET ASIDE for having been issued in excess or without authority. The Writ of Preliminary Injunction issued by the said court is lifted, and the DOLE Sheriff is directed to immediately enforce the Writ of Execution issued by the Department of Labor and Employment in the case “In re: Labor Dispute in Maricalum Mining Corporation” docketed as OS-AJ-10-96-01 (NCMB-RB6-08-96).[32]
The
Issues
Dissatisfied,
GHI elevated the case to this Court via
the instant petition for review on
certiorari, raising the following issues:
I
WHETHER OR NOT GHI IS A PARTY TO THE LABOR DISPUTE BETWEEN NAMAWU AND MMC.
II
WHETHER OR NOT, ASSUMING ARGUENDO THAT THE PERTINENT DECISION OR ORDER IN THE SAID LABOR DISPUTE BETWEEN MMC AND NAMAWU MAY BE ENFORCED AGAINST GHI, THERE IS ALREADY A FINAL DEETERMINATION BY THE SUPREME COURT OF THE RIGHTS OF THE PARTIES IN SAID LABOR DISPUTE CONSIDERING THE PENDENCY OF G.R. NOS. 157696-97.
III
WHETHER OR NOT GHI IS THE ABSOLUTE OWNER OF THE PROPERTIES UNLAWFULLY GARNISHED BY RESPONDENTS SHERIFFS.
IV
WHETHER OR NOT THE
HONORABLE HENRY D. ARLES CORRECTLY ISSUED A WRIT OF INJUNCTION AGAINST THE
UNLAWFUL
V
WHETHER OR NOT THE VALIDITY OF THE DEED OF REAL AND CHATTEL MORTGAGE OVER THE SUBJECT PROPERTIES BETWEEN MMC AND GHI MAY BE COLLATERALLY ATTACKED.
VI
WHETHER OR NOT, ASSUMING ARGUENDO THAT THE VALIDITY OF THE SAID REAL AND CHATTEL MORTGAGE MAY BE COLLATERALLY ATTACKED, THE SAID MORTGAGE IS SHAM, FICTITIOUS AND FRAUDULENT.
VII
WHETHER OR NOT GHI IS A DISTINCT AND SEPARATE CORPORATE ENTITY FROM MMC.
VIII
WHETHER OR NOT GHI
CAN BE PREVENTED THROUGH THE ISSUANCE OF A RESTRAINING ORDER OR INJUNCTION FROM
TAKING POSSESSION OR BE DISPOSSESSED OF ASSETS PURCHASED BY IT FROM APT.[33]
Stripped
of non-essentials, the core issue is whether, given the factual circumstances
obtaining, the RTC properly issued the writ of injunction to prevent the
enforcement of the Sto. Tomas Writ. The
resolution of this principal issue, however, will necessitate a ruling on the
following key and interrelated questions:
1. Whether the mortgage of the MMC’s properties to GHI
was a sham;
2. Whether there was an effective levy by the DOLE upon
the MMC’s real and personal properties; and
3. Whether it was proper for the CA to pierce the veil of
corporate fiction between MMC and GHI.
Our
Ruling
Before
we delve into an extended discussion of the foregoing issues, it is essential to
take judicial cognizance of cases intimately linked to the present controversy
which had earlier been elevated to and decided by this Court.
Judicial Notice.
Judicial
notice must be taken by this Court of its Decision in Maricalum Mining Corporation v. Hon. Arturo D. Brion and NAMAWU,[34] in
which we upheld the right of herein private respondent,
NAMAWU, to its labor claims. Upon the
same principle of judicial notice, we acknowledge our Decision in Republic of the
We
find both decisions critically relevant to the instant dispute. In fact, they should have guided the courts
below in the disposition of the controversy at their respective levels. To repeat, these decisions respectively
confirm the right of NAMAWU to its labor claims[37]
and affirm the right of GHI to its financial and mortgage claims over the real
and personal properties of MMC, as will be explained below. The assailed CA decision apparently failed to
consider the impact of these two decisions on the case at bar. Thus, we find it timely to reiterate that: “courts
have also taken judicial notice of previous cases to determine whether or not
the case pending is a moot one or whether or not a previous ruling is
applicable to the case under consideration.”[38]
However,
the CA correctly assessed that the authority of the lower court to issue the
challenged writ of injunction depends on the validity of the third party’s
(GHI’s) claim of ownership over the property subject of the writ of execution
issued by the labor department. Accordingly, the main inquiry addressed by the
CA decision was whether GHI could be treated as a third party or a stranger to
the labor dispute, whose properties were beyond the reach of the Writ of Execution
dated December 18, 2001.[39]
In
this light, all the more does it become imperative to take judicial notice of
the two cases aforesaid, as they provide the necessary perspective to determine
whether GHI is such a party with a valid ownership claim over the properties
subject of the writ of execution. In Juaban
v. Espina,[40] we held that “in some instances, courts
have also taken judicial notice of proceedings in other cases that are closely
connected to the matter in controversy.
These cases may be so closely interwoven, or so clearly interdependent,
as to invoke a rule of judicial notice.”
The two cases that we have taken judicial notice of are of such
character, and our review of the instant case cannot stray from the findings and
conclusions therein.
Having
recognized these crucial Court rulings, situating the facts in proper
perspective, we now proceed to resolve the questions identified above.
The
mortgage
was not a sham.
Republic etc., v. “G” Holdings, Inc. acknowledged the existence of the
Purchase and Sale Agreement between the APT and the GHI, and recounts the facts attendant to that transaction, as follows:
The
series of negotiations between the P673,161,280. It also provided for a down payment of P98,704,000
with the balance divided into four tranches payable in installment over a
period of ten years.”[41]
The “company notes” mentioned therein
were actually the very same three (3) Promissory Notes amounting to P550M,
issued by MMC in favor of GHI. As already
adverted to above, these notes uniformly contained stipulations “establishing
and constituting” mortgages over MMC’s real and personal properties.
It may be remembered that APT
acquired the MMC from the PNB and the DBP.
Then, in compliance with its mandate to privatize government assets, APT
sold the aforesaid MMC shares and notes to GHI. To repeat, this Court has recognized this
Purchase and Sale Agreement in Republic,
etc., v. “G” Holdings, Inc.
The participation of the Government,
through APT, in this transaction is significant. Because the Government had
actively negotiated and, eventually, executed the agreement, then the
transaction is imbued with an aura of official authority, giving rise to the
presumption of regularity in its execution.
This presumption would cover all related transactional acts and
documents needed to consummate the privatization sale, inclusive of the Promissory
Notes. It is obvious, then, that the
Government, through APT, consented to the “establishment and constitution” of
the mortgages on the assets of MMC in favor of GHI, as provided in the
notes. Accordingly, the notes (and the
stipulations therein) enjoy the benefit of the same presumption of regularity
accorded to government actions. Given
the Government consent thereto, and clothed with the presumption of regularity,
the mortgages cannot be characterized as sham, fictitious or fraudulent.
Indeed, as mentioned above, the three
(3) Promissory Notes, executed on October 2, 1992, “established and
constituted” in favor of GHI the following mortgages:
1. A mortgage over certain parcels of land, more particularly listed and described in the Sheriff’s Certificate of Sale dated September 7, 1984 issued by the Ex-Officio Provincial Sheriff of Negros Occidental, Rolando V. Ramirez, with office at Bacolod City following the auction sale conducted pursuant to the provisions of Act 3135, a copy of which certificate of sale is hereto attached as Annex “A” and made an integral part hereof;
2. A chattel mortgage over assets and personal properties more particularly listed and described in the Sheriff’s Certificate of Sale dated September 7, 1984 issued by the Ex-Officio Provincial Sheriff of Negros Occidental, Rolando V. Ramirez, with office at Bacolod City following the auction conducted pursuant to the provision of Act 1508, a copy of which Certificate of Sale is hereto attached as Annex “B” and made an integral part hereof.
3. Mortgages over assets listed in APT Specific catalogue GC-031 for MMC, a copy of which Catalogue is hereby made an integral part hereof by way of reference, as well as assets presently in use by MMC but which are not listed or included in paragraphs 1 and 2 above and shall include all assets that may hereinafter be acquired by MMC.[42]
It is difficult to conceive that these
mortgages, already existing in 1992, almost four (4) years before NAMAWU filed
its notice of strike, were a “fictitious” arrangement intended to defraud
NAMAWU. After all, they were agreed upon
long before the seeds of the labor dispute germinated.
While it is true that the Deed of
Real Estate and Chattel Mortgage was executed only on September 5, 1996, it is
beyond cavil that this formal document of mortgage was merely a derivative of
the original mortgage stipulations contained in the Promissory Notes of October
2, 1992. The execution of this Deed in 1996 does not detract from, but instead reinforces,
the manifest intention of the parties to “establish and constitute” the
mortgages on MMC’s real and personal properties.
Apparently, the move to execute a formal document
denominated as the Deed of Real Estate and Chattel Mortgage came about after the decision
of the RTC of Manila in Civil Case No. 95-76132 became final in mid-1996. This conclusion surfaces when we consider the
genesis of Civil Case No. 95-76132 and subsequent incidents thereto, as narrated
in Republic, etc. v. “G” Holdings, Inc., viz:
Subsequently, a disagreement on the
matter of when installment payments should commence arose between the
parties. The Republic claimed that it
should be on the seventh month from the signing of the agreement while “G”
Holdings insisted that it should begin seven months after the fulfillment of
the closing conditions.
Unable to settle
the issue, “G” Holdings filed a complaint for specific performance and damages
with the Regional Trial Court of Manila, Branch 49, against the Republic to
compel it to close the sale in accordance with the purchase and sale
agreement. The complaint was docketed as
Civil Case No. 95-76132.
During the pre-trial, the respective
counsels of the parties manifested that the issue involved in the case was one
of law and submitted the case for decision.
On June 11, 1996, the trial court rendered its decision. It ruled in favor of “G” Holdings and held:
“In line with the
foregoing, this Court having been convinced that the Purchase and Sale
Agreement is indeed subject to the final closing conditions prescribed by
Stipulation No. 5.02 and conformably to Rule 39, Section 10 of the Rules of
Court, accordingly orders that the Asset Privatization Trust execute the
corresponding Document of Transfer of the subject shares and financial notes
and cause the actual delivery of subject shares and notes to “G” Holdings,
Inc., within a period of thirty (30) days from receipt of this Decision, and
after “G” Holdings Inc., shall have paid in full the entire balance, at its
present value of P241,702,122.86, computed pursuant to the prepayment
provisions of the Agreement. Plaintiff
shall pay the balance simultaneously with the delivery of the Deed of Transfer
and actual delivery of the shares and notes.
SO
ORDERED.”
The Solicitor General filed a notice of appeal
on behalf of the Republic on June 28, 1996.
Contrary to the rules of procedure, however, the notice of appeal was
filed with the Court of Appeals (CA), not with the trial court which rendered
the judgment appealed from.
No
other judicial remedy was resorted to until July 2, 1999 when the Republic,
through the APT, filed a petition for annulment of judgment with the CA. It claimed that the decision should be
annulled on the ground of abuse of discretion amounting to lack of jurisdiction
on the part of the trial court. x x x
Finding that the grounds necessary
for the annulment of judgment were inexistent, the appellate court dismissed
the petition. x x x x[43]
With the RTC decision having become final owing to the failure of the
Republic to perfect an appeal, it may have become necessary to execute the Deed
of Real Estate and Chattel Mortgage on September 5, 1996, in order to enforce
the trial court’s decision of June 11, 1996.
This appears to be the most plausible explanation for the execution of
the Deed of Real Estate and Chattel Mortgage only in September 1996. Even as the parties had already validly
constituted the mortgages in 1992, as explicitly provided in the Promissory
Notes, a specific deed of mortgage in a separate document may have been deemed
necessary for registration purposes.
Obviously, this explanation is more logical and more sensible than the strained
conjecture that the mortgage was executed on September 5, 1996 only for the
purpose of defrauding NAMAWU.
It is undeniable that the
Deed of Real Estate and Chattel Mortgage was formally documented two weeks
after NAMAWU filed its notice of strike against MMC on August 23, 1996. However, this fact alone cannot give rise to
an adverse inference for two reasons. First,
as discussed above, the mortgages had already been “established and constituted”
as early as October 2, 1992 in the Promissory Notes, showing the clear intent
of the parties to impose a lien upon MMC’s properties. Second, the mere filing of a notice of
strike by NAMAWU did not, as yet, vest in NAMAWU any definitive right that
could be prejudiced by the execution of the mortgage deed.
The fact that MMC’s
obligation to GHI is not reflected in the former’s financial statements─a
circumstance made capital of by NAMAWU in order to cast doubt on the validity
of the mortgage deed─is of no moment.
By itself, it does not provide a sufficient basis to invalidate this
public document. To say otherwise, and
to invalidate the mortgage deed on this pretext, would furnish MMC a convenient
excuse to absolve itself of its mortgage obligations by adopting the simple strategy
of not including the obligations in its financial statements. It would ignore our ruling in Republic,
etc. v. “G” Holdings, Inc., which obliged APT to deliver the MMC shares and
financial notes to GHI. Besides, the
failure of the mortgagor to record in its financial statements its loan
obligations is surely not an essential element for the validity of mortgage
agreements, nor will it independently affect the right of the mortgagee to
foreclose.
Contrary to the CA
decision, Tanongon v. Samson[44] is not “on all
fours” with the instant case. There are
material differences between the two cases.
At issue in Tanongon was a third-party claim arising from a Deed
of Absolute Sale executed between Olizon and Tanongon on July 29, 1997, after
the NLRC decision became final and executory on April 29, 1997. In the case at bar, what is involved is a
loan with mortgage agreement executed on October 2, 1992, well ahead of the
union’s notice of strike on August 23, 1996.
No presumption of regularity inheres in the deed of sale in Tanongon,
while the participation of APT in this case clothes the transaction in 1992
with such a presumption that has not been successfully rebutted. In Tanongon, the conduct of a
full-blown trial led to the finding─duly supported by evidence─that
the voluntary sale of the assets of the judgment debtor was made in bad
faith. Here, no trial was held, owing to
the motion to dismiss filed by NAMAWU, and the CA failed to consider the
factual findings made by this Court in Republic, etc. v. “G” Holdings, Inc. Furthermore, in Tanongon, the
claimant did not exercise his option to file a separate action in court, thus
allowing the NLRC Sheriff to levy on execution and to determine the rights of
third-party claimants.[45] In this case, a separate action was filed in
the regular courts by GHI, the third-party claimant. Finally, the questioned transaction in Tanongon
was a plain, voluntary transfer in the form of a sale executed by the judgment
debtor in favor of a dubious third-party, resulting in the inability of the
judgment creditor to satisfy the judgment.
On the other hand, this case involves an involuntary transfer (foreclosure
of mortgage) arising from a loan obligation that well-existed long before the
commencement of the labor claims of the private respondent.
Three other
circumstances have been put forward by the CA to support its conclusion that
the mortgage contract is a sham. First,
the CA considered it highly suspect that the Deed of Real Estate and Chattel
Mortgage was registered only on February 4, 2000, “three years after its
execution, and almost one month after the Supreme Court rendered its decision
in the labor dispute.”[46] Equally suspicious, as far as the CA is
concerned, is the fact that the mortgages were foreclosed on July 31, 2001,
after the DOLE had already issued a Partial Writ of Execution on May 9, 2001.[47] To the appellate court, the timing of the
registration of the mortgage deed was too coincidental, while the date of the
foreclosure signified that it was “effected precisely to prevent the
satisfaction of the judgment awards.”[48] Furthermore, the CA found that the mortgage
deed itself was executed without any consideration, because at the time of its
execution, all the assets of MMC had already been transferred to GHI.[49]
These circumstances provided
the CA with sufficient justification to apply Article 1387 of the Civil Code on
presumed fraudulent transactions, and to declare that the mortgage deed was void
for being simulated and fictitious.[50]
We do not agree. We find this Court’s ruling in MR
Holdings, Ltd. v. Sheriff Bajar[51] pertinent and
instructive:
Article 1387 of the Civil
Code of the
“Art.
1387. All contracts by virtue of which the debtor alienates property by gratuitous
title are presumed to have been entered into in fraud of creditors, when the
donor did not reserve sufficient property to pay all debts contracted before
the donation.
Alienations
by onerous title are also presumed fraudulent when made by persons against whom
some judgment has been rendered in any instance or some writ of attachment has
been issued. The decision or attachment need not refer to the property
alienated, and need not have been obtained by the party seeking rescission.
In addition to these presumptions, the design to defraud
creditors may be proved in any other manner recognized by law and of evidence.”
This article presumes the existence of fraud made by a
debtor. Thus, in the absence of
satisfactory evidence to the contrary, an alienation of a property will be held
fraudulent if it is made after a judgment has been rendered against the debtor
making the alienation. This presumption
of fraud is not conclusive and may be rebutted by satisfactory and convincing
evidence. All that is necessary is to
establish affirmatively that the conveyance is made in good faith and for a
sufficient and valuable consideration.
The “Assignment Agreement” and the
“Deed of Assignment” were executed for valuable considerations. Patent from the
“Assignment Agreement” is the fact that petitioner assumed the payment of
US$18,453,450.12 to ADB in satisfaction of Marcopper’s remaining debt as of
March 20, 1997. Solidbank cannot deny this fact considering that a substantial
portion of the said payment, in the sum of US$13,886,791.06, was remitted in
favor of the Bank of Nova Scotia, its major stockholder.
The facts of the case so far show that the assignment
contracts were executed in good faith.
The execution of the “Assignment Agreement” on March
20, 1997 and the “Deed of Assignment” on December 8,1997 is not the alpha
of this case. While the execution
of these assignment contracts almost coincided with the rendition on May 7,
1997 of the Partial Judgment in Civil Case No. 96-80083 by the
Thereupon, ADB and Marcopper executed, respectively, in
favor of petitioner an “Assignment Agreement” and a “Deed of Assignment.” Obviously,
the assignment contracts were connected with transactions that happened long
before the rendition in 1997 of the Partial Judgment in Civil Case No. 96-80083
by the P52,970,756.89.
It is said that the test as to
whether or not a conveyance is fraudulent is ― does it prejudice the
rights of creditors? We cannot see how
Solidbank’s right was prejudiced by the assignment contracts considering that
substantially all of Marcopper’s properties were already covered by the
registered “Deed of Real Estate and Chattel Mortgage” executed by Marcopper in
favor of ADB as early as November 11, 1992.
As such, Solidbank cannot assert a better right than ADB, the latter
being a preferred creditor. It is
basic that mortgaged properties answer primarily for the mortgaged credit, not
for the judgment credit of the mortgagor’s unsecured creditor. Considering
that petitioner assumed Marcopper’s debt to ADB, it follows that Solidbank’s
right as judgment creditor over the subject properties must give way to that of
the former.[52]
From
this ruling in MR Holdings, we can
draw parallel conclusions. The execution
of the subsequent Deed of Real Estate and Chattel Mortgage on September 5, 1996
was simply the formal documentation of what had already been agreed in the
seminal transaction (the Purchase and Sale Agreement) between APT and GHI. It should not be viewed in isolation, apart
from the original agreement of October 2, 1992.
And it cannot be denied that this original agreement was supported by an
adequate consideration. The APT was even
ordered by the court to deliver the shares and financial notes of MMC in
exchange for the payments that GHI had made.
It
was also about this time, in 1996, that NAMAWU filed a notice of strike to
protest non-payment of its rightful labor claims.[53] But, as already mentioned, the outcome of
that labor dispute was yet unascertainable at that time, and NAMAWU could only have
hoped for, or speculated about, a favorable ruling. To paraphrase MR Holdings, we cannot see how NAMAWU’s right was prejudiced by the
Deed of Real Estate and Chattel Mortgage, or by its delayed registration, when
substantially all of the properties of MMC were already mortgaged to GHI as
early as October 2, 1992. Given this
reality, the Court of Appeals had no basis to conclude that this Deed of Real
Estate and Chattel Mortgage, by reason of its late registration, was a simulated
or fictitious contract.
The importance of registration and
its binding effect is stated in Section 51 of the Property Registration Decree
or Presidential Decree (P.D.) No. 1529,[54]
which reads:
SECTION 51. Conveyance and other dealings by registered owner.—An owner of registered land may convey, mortgage, lease, charge or otherwise deal with the same in accordance with existing laws. He may use such forms, deeds, mortgages, leases or other voluntary instrument as are sufficient in law. But no deed, mortgage, lease or other voluntary instrument, except a will purporting to convey or effect registered land, shall take effect as a conveyance or bind the land, but shall operate only as a contract between the parties and as evidence of authority to the Registry of Deeds to make registration.
The act of registration shall be the operative act to convey or affect the land insofar as third persons are concerned, and in all cases under this Decree, the registration shall be made in the Office of the Register of Deeds for the province or the city where the land lies.[55]
Under the
SECTION 52. Constructive notice upon registration.—Every conveyance, mortgage, lease, lien, attachment, order, judgment, instrument or entry affecting registered land shall, if registered, filed or entered in the Office of the Register of Deeds for the province or city where the land to which it relates lies, be constructive notice to all persons from the time of such registering, filing or entering.
But, there is nothing in Act No. 496,
as amended by P.D. No. 1529, that imposes a period within which to register
annotations of “conveyance, mortgage, lease, lien, attachment, order, judgment,
instrument or entry affecting registered land.” If liens were not so registered, then it
“shall operate only as a contract between the parties and as evidence of
authority to the Registry of Deeds to make registration.” If registered, it “shall be the operative act
to convey or affect the land insofar as third persons are concerned.” The mere
lapse of time from the execution of the mortgage document to the moment of its
registration does not affect the rights of a mortgagee.
Neither
will the circumstance of GHI’s foreclosure of MMC’s properties on July 31,
2001, or after the DOLE had already issued a Partial Writ of Execution on May
9, 2001 against MMC, support the conclusion of the CA that GHI’s act of
foreclosing on MMC’s properties was “effected
to prevent satisfaction of the judgment award.” GHI’s mortgage rights, constituted in 1992, antedated
the Partial Writ of Execution by nearly ten (10) years. GHI’s resort to foreclosure was a legitimate
enforcement of a right to liquidate a bona
fide debt. It was a reasonable
option open to a mortgagee which, not being a party to the labor dispute
between NAMAWU and MMC, stood to suffer a loss if it did not avail itself of
the remedy of foreclosure.
The well-settled rule is that a
mortgage lien is inseparable from the property mortgaged.[57]
While it is true that GHI’s foreclosure
of MMC’s mortgaged properties may have had the “effect to prevent satisfaction
of the judgment award against the specific mortgaged property that first
answers for a mortgage obligation ahead of any subsequent creditors,” that same
foreclosure does not necessarily translate to having been “effected to prevent satisfaction of the judgment award” against
MMC.
Likewise, we note the narration of
subsequent facts contained in the Comment of the Office of the Solicitor
General. Therein, it is alleged that
after the Partial Writ of Execution was issued on May 9, 2001, a motion for
reconsideration was filed by MMC; that the denial of the motion was appealed to
the CA; that when the appeal was dismissed by the CA on January 24, 2002, it
eventually became the subject of a review petition before this Court, docketed
as G.R. No. 157696; and that G.R. No. 157696 was decided by this Court only on February
9, 2006.
This chronology of subsequent events
shows that February 9, 2006 would have been the earliest date for the unimpeded
enforcement of the Partial Writ of Execution, as it was only then that this
Court resolved the issue. This happened
four and a half years after July 31, 2001, the date when GHI foreclosed on the
mortgaged properties. Thus, it is not
accurate to say that the foreclosure made on July 31, 2001 was “effected [only] to prevent satisfaction of
the judgment award.”
We
also observe the error in the CA’s finding that the 1996 Deed of Real Estate
and Chattel Mortgage was not supported by any consideration since at the time
the deed was executed, “all the real and
personal property of MMC had already been transferred in the hands of G
Holdings.”[58] It should be remembered that the Purchase and Sale
Agreement between GHI and APT involved large amounts (P550M) and even spawned
a subsequent court action (Civil Case No. 95-76132, RTC of Manila). Yet, nowhere in the Agreement or in the RTC
decision is there any mention of real and personal properties of MMC being included
in the sale to GHI in 1992. These properties simply served as mortgaged
collateral for the 1992 Promissory Notes.[59] The Purchase and Sale Agreement and the
Promissory Notes themselves are the best evidence that there was ample consideration
for the mortgage.
Thus,
we must reject the conclusion of the CA that the Deed of Real Estate and
Chattel Mortgage executed in 1996 was a simulated transaction.
On the issue of whether there
had
been an effective levy upon
the
properties of GHI.
The well-settled
principle is that the rights of a mortgage creditor over the mortgaged
properties are superior to those of a subsequent attaching creditor.
In Cabral v. Evangelista,[60]
this Court declared that:
Defendants-appellants purchase of the mortgaged chattels at the public sheriff's sale and the delivery of the chattels to them with a certificate of sale did not give them a superior right to the chattels as against plaintiffs-mortgagees. Rule 39, Section 22 of the old Rules of Court (now Rule 39, Section 25 of the Revised Rules), cited by appellants precisely provides that “the sale conveys to the purchaser all the right which the debtor had in such property on the day the execution or attachment was levied.” It has long been settled by this Court that “The right of those who so acquire said properties should not and can not be superior to that of the creditor who has in his favor an instrument of mortgage executed with the formalities of the law, in good faith, and without the least indication of fraud. This is all the more true in the present case, because, when the plaintiff purchased the automobile in question on August 22, 1933, he knew, or at least, it is presumed that he knew, by the mere fact that the instrument of mortgage, Exhibit 2, was registered in the office of the register of deeds of Manila, that said automobile was subject to a mortgage lien. In purchasing it, with full knowledge that such circumstances existed, it should be presumed that he did so, very much willing to respect the lien existing thereon, since he should not have expected that with the purchase, he would acquire a better right than that which the vendor then had.” In another case between two mortgagees, we held that “As between the first and second mortgagees, therefore, the second mortgagee has at most only the right to redeem, and even when the second mortgagee goes through the formality of an extrajudicial foreclosure, the purchaser acquires no more than the right of redemption from the first mortgagee.” The superiority of the mortgagee's lien over that of a subsequent judgment creditor is now expressly provided in Rule 39, Section 16 of the Revised Rules of Court, which states with regard to the effect of levy on execution as to third persons that “The levy on execution shall create a lien in favor of the judgment creditor over the right, title and interest of the judgment debtor in such property at the time of the levy, subject to liens or encumbrances then existing.”
Even in the matter of possession,
mortgagees over chattel have superior, preferential and paramount rights thereto,
and the mortgagor has mere rights of redemption.[61]
Similar
rules apply to cases of mortgaged real properties that are registered. Since the properties were already mortgaged
to GHI, the only interest remaining in the mortgagor was its right to redeem
said properties from the mortgage. The right of redemption was the only
leviable or attachable property right of the mortgagor in the mortgaged real
properties. We have held that —
The main issue in this case is the nature of the lien of a judgment creditor, like the petitioner, who has levied an attachment on the judgment debtor's (CMI) real properties which had been mortgaged to a consortium of banks and were subsequently sold to a third party, Top Rate.
x x x x
The sheriff's levy on CMI's properties, under the writ of attachment obtained by the petitioner, was actually a levy on the interest only of the judgment debtor CMI on those properties. Since the properties were already mortgaged to the consortium of banks, the only interest remaining in the mortgagor CMI was its right to redeem said properties from the mortgage. The right of redemption was the only leviable or attachable property right of CMI in the mortgaged real properties. The sheriff could not have attached the properties themselves, for they had already been conveyed to the consortium of banks by mortgage (defined as a “conditional sale”), so his levy must be understood to have attached only the mortgagor's remaining interest in the mortgaged property — the right to redeem it from the mortgage.[62]
x x
x x
There appears in the record a factual
contradiction relating to whether the foreclosure by GHI on July 13, 2001[63]
over some of the contested properties came ahead of the levy thereon, or the
reverse. NAMAWU claims that the levy on
two trucks was effected on June 22, 2001,[64] which
GHI disputes as a misstatement because the levy was attempted on July 18, 2002,
and not 2001[65] What is undisputed though is that the
mortgage of GHI was registered on February 4, 2000,[66]
well ahead of any levy by NAMAWU. Prior
registration of a lien creates a preference, as the act of registration is the
operative act that conveys and affects the land,[67]
even against subsequent judgment creditors, such as respondent herein. Its
registration of the mortgage was not intended to defraud NAMAWU of its judgment
claims, since even the courts were already judicially aware of its existence
since 1992. Thus, at that moment in time,
with the registration of the mortgage, either NAMAWU had no properties of MMC to
attach because the same had been previously foreclosed by GHI as mortgagee
thereof; or by virtue of the DOLE’s levy to enforce NAMAWU’s claims, the
latter’s rights are subject to the notice of the foreclosure on the subject
properties by a prior mortgagee’s right.
GHI’s mortgage right had already been registered by then, and “it is basic that mortgaged
properties answer primarily for the mortgaged credit, not for the judgment
credit of the mortgagor’s unsecured creditor.”[68]
On the issue of piercing the
veil of corporate fiction.
The CA found that:
“Ordinarily, the
interlocking of directors and officers in two different corporations is not a
conclusive indication that the corporations are one and the same for purposes
of applying the doctrine of piercing the veil of corporate fiction. However, when the legal fiction of the
separate corporate personality is abused, such as when the same is used for
fraudulent or wrongful ends, the courts have not hesitated to pierce the
corporate veil (Francisco vs. Mejia, 362 SCRA 738). In the case at bar, the Deed of Real Estate
and Chattel Mortgage was entered into between MMC and G Holdings for the
purpose of evading the satisfaction of the legitimate claims of the petitioner
against MMC. The notion of separate
personality is clearly being utilized by the two corporations to perpetuate the
violation of a positive legal duty arising from a final judgment to the
prejudice of the petitioner’s right.”[69]
Settled
jurisprudence[70]
has it that –
“(A) corporation, upon coming into existence, is invested by law with a personality separate and distinct from those persons composing it as well as from any other legal entity to which it may be related. By this attribute, a stockholder may not, generally, be made to answer for acts or liabilities of the said corporation, and vice versa. This separate and distinct personality is, however, merely a fiction created by law for convenience and to promote the ends of justice. For this reason, it may not be used or invoked for ends subversive to the policy and purpose behind its creation or which could not have been intended by law to which it owes its being. This is particularly true when the fiction is used to defeat public convenience, justify wrong, protect fraud, defend crime, confuse legitimate legal or judicial issues, perpetrate deception or otherwise circumvent the law. This is likewise true where the corporate entity is being used as an alter ego, adjunct, or business conduit for the sole benefit of the stockholders or of another corporate entity. In all these cases, the notion of corporate entity will be pierced or disregarded with reference to the particular transaction involved.
Given this jurisprudential principle and the factual circumstances
obtaining in this case, we now ask: Was the CA correct in piercing the veil of
corporate identity of GHI and MMC?
In our disquisition above, we have shown that the CA’s finding that
there was a “simulated mortgage” between GHI and MMC to justify a wrong or
protect a fraud has struggled vainly to find a foothold when confronted with
the ruling of this Court in Republic v. “G” Holdings, Inc.
The negotiations between
the GHI and the Government--through APT, dating back to 1992--culminating in
the Purchase and Sale Agreement, cannot be depicted as a contrived transaction. In fact, in the said Republic, etc., v.
“G” Holdings, Inc., this Court adjudged that GHI was entitled to its
rightful claims─ not just to the shares of MMC itself, or just to the financial
notes that already contained the mortgage clauses over MMCs disputed assets,
but also to the delivery of those instruments.
Certainly, we cannot impute to this Court’s findings on the case any badge
of fraud. Thus, we reject the CA’s
conclusion that it was right to pierce the veil of corporate fiction, because
the foregoing circumstances belie such an inference. Furthermore, we cannot ascribe to the
Government, or the APT in particular, any undue motive to participate in a
transaction designed to perpetrate fraud.
Accordingly, we consider the CA interpretation unwarranted.
We also cannot agree that the presumption of fraud in Article 1387 of
the Civil Code relative to property conveyances, when there was already a judgment
rendered or a writ of attachment issued, authorizes piercing the veil of
corporate identity in this case. We find
that Article
1387 finds less application to an involuntary alienation such as the foreclosure
of mortgage made before any final judgment of a court. We thus hold that when the alienation is
involuntary, and the foreclosure is not fraudulent because the mortgage deed has
been previously executed in accordance with formalities of law, and the
foreclosure is resorted to in order to liquidate a bona fide debt, it is not the alienation by onerous title contemplated
in Article 1387 of the Civil Code wherein fraud is presumed.
Since the factual antecedents of this case do not warrant a finding
that the mortgage and loan agreements between MMC and GHI were simulated, then
their separate personalities must be recognized. To pierce the veil of corporate fiction would
require that their personalities as creditor and debtor be conjoined, resulting
in a merger of the personalities of the creditor (GHI) and the debtor (MMC) in
one person, such that the debt of one to the other is thereby
extinguished. But the debt embodied in
the 1992 Financial Notes has been established, and even made subject of court
litigation (Civil Case No. 95-76132, RTC Manila). This can only mean that GHI and MMC have
separate corporate personalities.
Neither was MMC used
merely as an alter ego, adjunct, or business conduit for the sole benefit of
GHI, to justify piercing the former’s veil of corporate fiction so that the latter could be held
liable to claims of third-party judgment creditors, like NAMAWU. In this regard, we find American
jurisprudence persuasive. In a decision
by the Supreme Court of New York[71]
bearing upon similar facts, the Court denied piercing the veil of corporate
fiction to favor a judgment creditor who sued the parent corporation of the debtor,
alleging fraudulent corporate asset-shifting effected after a prior final
judgment. Under
a factual background largely resembling this case at bar, viz:
In this action, plaintiffs seek to recover the balance due under judgments they obtained against Lake George Ventures Inc. (hereinafter LGV), a subsidiary of defendant that was formed to develop the Top O’ the World resort community overlooking Lake George, by piercing the corporate veil or upon the theory that LGV's transfer of certain assets constituted fraudulent transfers under the Debtor and Creditor Law. We previously upheld Supreme Court's denial of defendant's motion for summary judgment dismissing the complaint (252 A.D.2d 609, 675 N.Y.S.2d 234) and the matter proceeded to a nonjury trial. Supreme Court thereafter rendered judgment in favor of defendant upon its findings that, although defendant dominated LGV, it did not use that domination to commit a fraud or wrong on plaintiffs. Plaintiffs appealed.
The trial evidence showed that LGV was incorporated in November 1985. Defendant's principal, Francesco Galesi, initially held 90% of the stock and all of the stock was ultimately transferred to defendant. Initial project funding was provided through a $2.5 million loan from Chemical Bank, secured by defendant's guarantee of repayment of the loan and completion of the project. The loan proceeds were utilized to purchase the real property upon which the project was to be established. Chemical Bank thereafter loaned an additional $3.5 million to LGV, again guaranteed by defendant, and the two loans were consolidated into a first mortgage loan of $6 million. In 1989, the loan was modified by splitting the loan into a $1.9 term note on which defendant was primary obligor and a $4.1 million project note on which LGV was the obligor and defendant was a guarantor.
Due to LGV's lack of success in marketing the project's townhouses and in order to protect itself from the exercise of Chemical Bank's enforcement remedies, defendant was forced to make monthly installments of principal and interest on LGV's behalf. Ultimately, defendant purchased the project note from Chemical Bank for $3.1 million, paid the $1.5 million balance on the term note and took an assignment of the first mortgage on the project's realty. After LGV failed to make payments on the indebtedness over the course of the succeeding two years, defendant brought an action to foreclose its mortgage. Ultimately, defendant obtained a judgment of foreclosure and sale in the amount of $6,070,246.50. Defendant bid in the property at the foreclosure sale and thereafter obtained a deficiency judgment in the amount of $3,070,246.50.
Following
the foreclosure sale, LGV transferred
to defendant all of the shares of Top of the World Water Company, a
separate entity that had been organized to construct and operate the water
supply and delivery system for the project, in exchange for a $950,000
reduction in the deficiency judgment.
the U.S. Supreme Court of
New York held—
Based on
the foregoing, and accepting that defendant exercised complete domination and
control over LGV, we are at a loss as to how plaintiffs perceive themselves to
have been inequitably affected by defendant's foreclosure action against LGV,
by LGV's divestiture of the water company stock or the sports complex property,
or by defendant's transfer to LGV of a third party's uncollectible note,
accomplished solely for tax purposes. It
is undisputed that LGV was, and for some period of time had been, unable to
meet its obligations and, at the time of the foreclosure sale, liens against
its property exceeded the value of its assets by several million dollars, even
including the water company and sports complex at the values plaintiffs would
assign to them. In fact, even if plaintiffs' analysis were utilized to
eliminate the entire $3 million deficiency judgment, the fact remains that subordinate mortgages totaling nearly an additional $2 million have priority
over plaintiffs' judgments.
As properly concluded by Supreme Court, absent a finding of any inequitable consequence to plaintiffs, both causes of action pleaded in the amended complaint must fail. Fundamentally, a party seeking to pierce the corporate veil must show complete domination and control of the subsidiary by the parent and also that such domination was used to commit a fraud or wrong against the plaintiff that resulted in the plaintiff's injury ( 252 A.D.2d 609, 610, 675 N.Y.S.2d 234, supra; see, Matter of Morris v. New York State Dept. of Taxation & Fin., 82 N.Y.2d 135, 141, 603 N.Y.S.2d 807, 623 N.E.2d 1157). Notably, “[e]vidence of domination alone does not suffice without an additional showing that it led to inequity, fraud or malfeasance” (TNS Holdings v. MKI Sec. Corp., 92 N.Y.2d 335, 339, 680 N.Y.S.2d 891, 703 N.E.2d 749).
x x x x
In reaching that conclusion, we specifically reject a number of plaintiffs' assertions, including the entirely erroneous claims that our determination on the prior appeal (252 A.D.2d 609, 675 N.Y.S.2d 234, supra) set forth a “roadmap” for the proof required at trial and mandated a verdict in favor of plaintiffs upon their production of evidence that supported the decision's “listed facts”. To the contrary, our decision was predicated upon the existence of such evidence, absent which we would have granted summary judgment in favor of defendant. We are equally unpersuaded by plaintiffs' continued reliance upon defendant's December 1991 unilateral conversion of its intercompany loans with LGV from debt to equity, which constituted nothing more than a “bookkeeping transaction” and had no apparent effect on LGV's obligations to defendant or defendant's right to foreclose on its mortgage.[72]
This doctrine is good law under Philippine jurisdiction.
In Concept Builders, Inc. v. National Labor Relations Commission,[73]
we laid down the test in determining the applicability of the doctrine of
piercing the veil of corporate fiction, to wit:
1. Control, not mere majority or complete control, but complete domination, not only of finances but of policy and business practice in respect to the transaction attacked so that the corporate entity as to this transaction had at the time no separate mind, will or existence of its own.
2. Such control must have been used by the defendant to commit fraud or wrong, to perpetuate the violation of a statutory or other positive legal duty, or dishonest and, unjust act in contravention of plaintiffs legal rights; and,
3. The aforesaid control and breach of duty must proximately cause the injury or unjust loss complained of.
x x x x
Time and again, we have reiterated
that mere ownership by a single stockholder or by another corporation of all or
nearly all of the capital stock of a corporation is not, by itself, a sufficient
ground for disregarding a separate corporate personality.[74] It is
basic that a corporation has a personality separate and distinct from that
composing it as well as from that of any other legal entity to which it may be
related. Clear and convincing evidence
is needed to pierce the veil of corporate fiction.[75]
In this case, the mere interlocking of
directors and officers does not warrant piercing the separate corporate
personalities of MMC and GHI. Not only
must there be a showing that there was majority or complete control, but
complete domination, not only of finances but of policy and business practice
in respect to the transaction attacked, so that the corporate entity as to this
transaction had at the time no separate mind, will or existence of its
own. The mortgage deed transaction
attacked as a basis for piercing the corporate veil was a transaction that was
an offshoot, a derivative, of the mortgages earlier constituted in the
Promissory Notes dated October 2, 1992.
But these Promissory Notes with mortgage were executed by GHI with APT in
the name of MMC, in a full privatization process. It appears that if there was any control or
domination exercised over MMC, it was APT, not GHI, that wielded it. Neither can we conclude that the constitution
of the loan nearly four (4) years prior to NAMAWU’s notice of strike could have
been the proximate cause of the injury of NAMAWU for having been deprived of MMC’s
corporate assets.
On the propriety of injunction
to prevent execution by the
NLRC on the properties
of third-party claimants
It is settled that a Regional Trial Court can validly issue a Temporary
Restraining Order (TRO) and, later, a writ of preliminary injunction to prevent
enforcement of a writ of execution issued by a labor tribunal on the basis of a
third-party’s claim of ownership over the properties levied upon.[76] While, as a rule, no temporary or
permanent injunction or restraining order in any case involving or growing out
of a labor dispute shall be issued by any court--where the writ of execution issued by a labor tribunal is sought to be
enforced upon the property of a stranger to the labor dispute, even upon a mere
prima facie showing of ownership of
such claimant--a separate action for injunctive relief against such levy may be
maintained in court, since said action neither involves nor grows out of a
labor dispute insofar as the third party is concerned.[77] Instructively, National Mines and Allied Workers’
Petitioners' reliance on the provision of Art. 254 of the New Labor Code (herein earlier quoted) which prohibits injunctions or restraining orders in any case involving or growing out of a 'labor dispute' is not well-taken. This has no application to the case at bar. Civil Case No. 2749 is one which neither "involves" nor "grows out" of a labor dispute. What 'involves' or 'grows out' of a labor dispute is the NLRC case between petitioners and the judgment debtor, Philippine Iron Mines. The private respondents are not parties to the said NLRC case. Civil Case No. 2749 does not put in issue either the fact or validity of the proceeding in theNLRC case nor the decision therein rendered, much less the writ of execution issued thereunder. It does not seek to enjoin the execution of the decision against the properties of the judgment debtor. What is sought to be tried in Civil Case No. 2749 is whether the NLRC's decision and writ of execution, above mentioned, shall be permitted to be satisfied against properties of private respondents, and not of the judgment debtor named in the NLRC decision and writ of execution. Such a recourse is allowed under the provisions of Section 17, Rule 39 of the Rules of Court.
To sustain petitioners' theory will inevitably lead to disastrous consequences and lend judicial imprimatur to deprivation of property without due process of law. Simply because a writ of execution was issued by the NLRC does not authorize the sheriff implementing the same to levy on anybody's property. To deny the victim of the wrongful levy, the recourse such as that availed of by the herein private respondents, under the pretext that no court of general jurisdiction can interfere with the writ of execution issued in a labor dispute, will be sanctioning a greater evil than that sought to be avoided by the Labor Code provision in question. Certainly, that could not have been the intendment of the law creating the NLRC. For well-settled is the rule that the power of a court to execute its judgment extends only over properties unquestionably belonging to the judgment debtor.”
Likewise, since
the third-party claimant is not one of the parties to the action, he cannot,
strictly speaking, appeal from the order denying his claim, but he should file
a separate reivindicatory action against the execution creditor or the
purchaser of the property after the sale at public auction, or a complaint for
damages against the bond filed by the judgment creditor in favor of the
sheriff.[79]
A separate civil action
for recovery of ownership of the property would not constitute interference
with the powers or processes of the labor tribunal which rendered the judgment
to execute upon the levied properties.
The property levied upon being that of a stranger is not subject to
levy. Thus, a separate action for
recovery, upon a claim and prima facie showing of ownership by the
petitioner, cannot be considered as interference.[80]
Upon the findings and conclusions we have reached above, petitioner
is situated squarely as such third-party claimant. The questioned restraining order of the lower
court, as well as the order granting preliminary injunction, does not
constitute interference with the powers or processes of the labor
department. The registration of the
mortgage document operated as notice to all on the matter of the mortgagee’s
prior claims. Official proceedings
relative to the foreclosure of the subject properties constituted a prima facie showing of ownership of such
claimant to support the issuance of injunctive reliefs.
As correctly held by the lower court:
The
subject incidents for TRO and/or Writ of Injunction were summarily heard and in
resolving the same, the Court believes, that the petitioner has a clear and
unmistakable right over the levied properties.
The existence of the subject Deed of Real Estate and Chattel Mortgage,
the fact that petitioner initiated a foreclosure of said properties before the
Clerk of Court and Ex-Officio Sheriff, RTC Branch 61, Kabankalan City on July
13, 2001, the fact that said Ex-Officio Sheriff and the Clerk of Court issue a
Notice of Foreclosure, Possession and Control over said mortgaged properties on
July 19, 2001 and the fact that a Sheriff’s Certificate of Sale was issued on
December 3, 2001 are the basis of its conclusion. Unless said mortgage contract is annulled or
declared null and void, the presumption of regularity of transaction must be
considered and said document must be looked [upon] as valid.
Notably, the Office of the Solicitor General also aptly
observed that when the respondent maintained that the Deed of Real Estate and
Chattel mortgage was entered into in fraud of creditors, it thereby admitted
that the mortgage was not void, but merely rescissible under Article 1381(3) of
the Civil Code; and, therefore, an independent action is needed to rescind the
contract of mortgage.[81] We, however, hold that such an independent
action cannot now be maintained, because the mortgage has been previously
recognized to exist, with a valid consideration, in Republic, etc., v. “G” Holdings, Inc.
A final word
The Court notes that the case filed with the lower court
involves a principal action for injunction to prohibit execution over
properties belonging to a third party not impleaded in the legal dispute
between NAMAWU and MMC. We have
observed, however, that the lower court and the CA failed to take judicial
notice of, or to consider, our Decisions in Republic,
etc., v. “G” Holdings, Inc., and
Maricalum Mining Corporation v. Brion and NAMAWU, in which we respectively
recognized the entitlement of GHI to the shares and the company notes of MMC
(under the Purchase and Sale Agreement), and the rights of NAMAWU to its labor
claims. At this stage, therefore, neither
the lower court nor the CA, nor even this Court, can depart from our findings
in those two cases because of the doctrine of stare decisis.
From our discussion above, we now rule that the trial
court, in issuing the questioned orders, did not commit grave abuse of
discretion, because its issuance was amply supported by factual and legal
bases.
We are not unmindful, however, of the fact that the labor claims
of NAMAWU, acknowledged by this Court in Maricalum,
still awaits final execution. As
success fades from NAMAWU’s efforts to execute on the properties of MMC, which
were validly foreclosed by GHI, we see that NAMAWU always had, and may still
have, ample supplemental remedies found in Rule 39 of the Rules of Court in
order to protect its rights against MMC.
These include the examination of the judgment obligor when judgment is
unsatisfied,[82] the
examination of the obligors of judgment obligors,[83]
or even the resort to receivership.[84]
While, theoretically,
this case is not ended by this decision, since the lower court is still to try
the case filed with it and decide it on the merits, the matter of whether the
mortgage and foreclosure of the assets that are the subject of said foreclosure
is ended herein, for the third and final time.
So also is the consequential issue of the separate and distinct
personalities of GHI and MMC. Having
resolved these principal issues with certainty, we find no more need to
remand the case
to the lower
court, only for the
purpose of resolving again the matter of whether GHI
owns the properties that were the subject of the latter’s foreclosure.
WHEREFORE, the
Petition is GRANTED. The Decision of the Court of Appeals dated
October 14, 2003 is SET ASIDE. The Omnibus Order dated December 4, 2002 of
the Regional Trial Court, Branch 61 of Kabankalan City, Negros Occidental is AFFIRMED. No
costs.
SO ORDERED.
ANTONIO
EDUARDO B. NACHURA
Associate
Justice
WE CONCUR:
CONCHITA CARPIO MORALES
Associate
Justice
|
MINITA V. CHICO-NAZARIO Acting
Chairperson |
DIOSDADO M. PERALTA Associate
Justice |
ROBERTO A. ABAD
Associate
Justice
A T T E S T A T I O N
I attest that the conclusions in the above Decision were
reached in consultation before the case was assigned to the writer of the
opinion of the Court’s Division.
MINITA
V. CHICO-NAZARIO
Associate
Justice
Acting Chairperson, Third Division
C E R T I F I C A T I O N
Pursuant to Section 13, Article VIII of the Constitution
and the Division Chairperson's Attestation, I certify that the conclusions in
the above Decision had been reached in consultation before the case was
assigned to the writer of the opinion of the Court’s Division.
LEONARDO
A. QUISUMBING
Acting Chief Justice
* Additional member vice Justice Antonio T. Carpio per Special Order No. 744 dated October 13, 2009.
** Acting Chairperson vice Justice Antonio T. Carpio per Special Order No. 743 dated October 13, 2009.
*** Additional member vice Justice Presbitero J. Velasco, Jr. per Special Order No. 753 dated October 13, 2009.
[1] Penned
by Associate Justice Jose L. Sabio, Jr., with Associate Justices Delilah
Vidallon Magtolis (retired) and Hakim S. Abdulwahid concurring. CA rollo,
pp. 1268-1283.
[2] Rollo, Vol. 1, p. 574. The company’s primary purpose, stated in the
Articles of Incorporation, is as follows:
“To
own and hold shares of stock of different companies such as but not limited to
mining, manufacturing, trading and industrial concerns, and to deal, engage and
transact directly or indirectly (sic) all forms of business and mercantile acts
(sic) the transactions concerning all kinds of real or personal property,
movable, semi-movable, goods, wares (sic) chattels, choses in action, tangible
and intangible property (sic) technical and industrial equipments (sic) and
machineries, personal and real rights and documents, securities, evidence of
indebtedness or representative of value or other forms of obligations, services
and all things, including future ones, which are not excluded from the commerce
of man or which are not contrary to law or good morals.” (
[3] CA
rollo, p. 5.
[4] Rollo, Vol. 1, p. 604.
[5]
[6]
[7]
[8]
[9]
[10]
[11] Records, p. 320.
[12] CA rollo, p. 7. The dispositive portion of the Quisumbing Order reads:
“WHEREFORE, judgment is hereby rendered:
“1. Declaring that the lay-offs implemented on May 7, 1996 and October 7, 1996 as illegal;
“2. Ordering that all workers, whether union members or not, who were laid-off on May 7, 1996 and October 7, 1996 be immediately reinstated without gap in service, loss of seniority, and that their full backwages and benefits from the time of termination until actual reinstatement be paid;
“3. Declaring the Company to have violated the Labor Code provisions on Unfair Labor Practice for negotiating in bad faith and later refusing to negotiate; and
“4. Ordering the parties to enter into a new collective bargaining agreement incorporating all the terms and conditions of the previous collective bargaining agreement between the Company and the NFL, except the name of the exclusive bargaining agent, and providing for an annual across-the-board increase in the daily wage of all rank and file workers in the amount of P60.00 per day from February, 1996 until January, 1998 and another P50.00 increase annually effective February 1, 1998 until January 31, 2000.
“SO ORDERED.”
[13] Rollo, Vol. 1, p. 1099; see Maricalum Mining Corporation v. Brion and NAMAWU, G.R. Nos. 157696-97, February 9, 2006, 482 SCRA 87, 93-94.
[14]
[15] Supra note 13.
[16] Records, p. 15.
[17]
[18]
[19]
[20]
[21]
[22] Records, pp. 45-47.
[23]
[24]
[25]
[26]
[27]
[28] Supra notes 24, 25 and 26.
[29] Rollo, Vol. 1, pp. 111-112.
[30]
[31]
[32]
[33]
[34] Supra note 13.
[35] G.R. No. 141241, November 22, 2005, 475 SCRA 608.
[36] Rollo, Vol. 1, pp. 19-39.
[37] The Quisumbing Order was affirmed by this Court in Maricalum Mining Corp. v. Brion and NAMAWU, supra note 13.
[38]
[39] Rollo, Vol. 1, p. 110.
[40] G.R. No. 170049, March 14, 2008, 548 SCRA 588, 611; citing Bongato v. Sps. Malvar, 436 Phil. 109, 117-118 (2002).
[41] Supra note 35, at 613; emphasis supplied.
[42] Rollo, Vol. 1, pp. 175-177.
[43] Supra
note 35, at 613-615; emphasis supplied.
It may be added that when the Republic, through the APT, elevated the
case to the Court, we sustained the CA’s dismissal of the Republic’s petition,
and as already adverted to, effectively upheld the right of GHI to the transfer
and delivery of the shares and the financial notes.
[44] 431 Phil. 729 (2002).
[45] In Lim v. Court of Appeals, G.R. No.
149748, November 16, 2006, 507 SCRA 38, 50, this Court ruled that “(t)he power
of the sheriff to rule on the issue of ownership is settled.”
[46] Rollo, Vol. 1, p. 111
[47]
[48]
[49]
[50]
[51] 430
Phil. 443, 467-469 (2002).
[52] Emphasis
supplied.
[53] The Notice of Strike was filed on August 23, 1996.
[54] Talusan. v. Tayag, 408 Phil. 373, 390 (2001).
[55] Underscoring
supplied.
[56] Olizon v. Court of Appeals, G.R. No. 107075, September 1, 1994, 236 SCRA 148, 159.
[57] Consolidated Bank and Trust Corporation v. Court of Appeals, G.R. No. 78771, January 23, 1991, 193 SCRA 158, 176; citing Philippine National Bank v. Mallorca, No. L-22538, October 31, 1967, 21 SCRA 694, 698.
[58] Rollo, Vol. 1, p. 113.
[59] Under the Representations and Warranties clause of the Purchase and Sale
Agreement dated October 2, 1992, paragraph (k) “Asset Catalogue GC 031” briefly
describes all movable and
immovable properties owned by or leased to MMC (id. at 165).
[60] Cabral, et al. v. Evangelista, et al., 139 Phil. 300, 306-307 (1969).
[61] In Northern
Motors, Inc. v. Judge Coquia, 160
Phil. 1091, 1095 (1975), in cases of chattel of mortgages, this Court pronounced:
We hold, under the facts of this case, that Northern
Motors, Inc., as chattel mortgagee and unpaid vendor, should not be required to
vindicate in a separate action its claims for the seven mortgaged taxicabs and
for the proceeds of the execution sale of the other eight mortgaged
taxicabs.
Inasmuch as the condition of the chattel mortgages had
already been broken and Northern Motors, Inc. had in fact instituted an action
for replevin so that it could take possession of the mortgaged taxicabs (Civil
Case No. 20536, Rizal CFI) it has a superior, preferential and paramount right
to have possession of the mortgaged taxicabs and to claim the
proceeds of the execution sale (See Bachrach
Motor Co. v. Summer, 42 Phil. 3; Northern
Motors, Inc. v. Herrera, L-32674, February 22, 1973, 49 SCRA 392).
Respondent sheriff wrongfully levied upon the mortgaged
taxicabs and erroneously took possession of them. He could have levied only
upon the right or equity of redemption pertaining to the Manila Yellow Taxicab Co., Inc. as
chattel mortgagor and judgment debtor, because that was the only leviable or
attachable property right of the company in the mortgaged taxicabs (Manila Mercantile Co. v. Flores, 50
Phil. 759; Levy Hermanos, Inc. v. Ramirez
and Casimiro, 60 Phil. 978, 981). “After
a chattel mortgage is executed, there remains in the mortgagor a mere right of
redemption” (citing Tizon v.
[62] Quezon Bearing & Parts Corporation v. Court of Appeals, G.R. No. 76537, August 28, 1989, 176 SCRA 825, 829-830.
[63] Rollo, Vol 1, p. 105
[64]
[65]
[66] February 24, 2000, as per the allegation of NAMAWU, cited in the Decision of RTC Br. 61, Negros Occidental, dated December 4, 2002.
[67] Macadangdang.
v.
[68] MR Holdings, Ltd. v. Sheriff Bajar, supra note 51, at 469.
[69] Rollo, Vol. 1, pp. 115-116.
[70] Land
Bank of the
[71] George REBH et al. v. ROTTERDAM VENTURES
INC., Doing Business as Galesi Group, 277 A.D.2d 659, 716 N.Y.S.2d 457
(2000).
[72] Emphasis supplied.
[73] G.R. No. 108734, May 29, 1996, 257 SCRA 149, 159.
[74] Francisco v. Mejia, G.R. No. 141617, August 14, 2001, 362 SCRA 738, 753.
[75] Manila Hotel Corp. v. NLRC, 397 Phil., 1, 19 (2000).
[76] Penalosa v. Villanueva, G.R. No. 75305, September 26, 1989, 177 SCRA 778, 786.
[77]
[78] L-44230, November 19, 1984, 133 SCRA 259, 269-270.
[79] Yupangco Cotton Mills, Inc. v. Court of Appeals,
424 Phil. 469, 480 (2002).
[80]
[81] Rollo, Vol. 1, p. 785.
[82] Rules of Court, Rule 39, Sec. 36.
[83] Rules of Court, Rule 39, Sec 37.
[84] Rules of Court, Rule 39, Sec. 41.