REP. LUIS R.
VILLAFUERTE, G.R.
No. 186566
PROSPERO A. PICHAY, CHRISTIAN
TAN, WILSON YOUNG, TERESITA
ABUNDO, TONY FABICO, BONIFACIO
ALENTAJAN, RIZALITO DELMORO,
GODOFREDO E. GALLEGA, MANNY
A.
PADOR, CELESTINO S. MARTINEZ,
ANTONIO TAN ITURALDE,
ALEXANDER WANG, YUL C. BENOSA,
ELBERT CATAMPUNGAN ATILLANO,
SR., LORENZO CO SY, EDWARD
YU CHUA and
LEONCIO CHUA,
Petitioners, Present:
Ynares-Santiago, J. (Chairperson),
- versus - Chico-Nazario,
Velasco, Jr.,
Peralta, and
Bersamin,* JJ.
GOV. OSCAR S. MORENO, MANUEL
V. PANGILINAN, MARIEVIC G.
RAMOS-AÑONUEVO, JOSE A.
CAPISTRANO, JR., PEDRO C.
ALFARO, JR., BERNARDO GABRIEL
L. ATIENZA, JOSE EMMANUEL M.
EALA, FERNANDO G. LOZANO,
FR. PAUL M. DE VERA OSB,
NICANOR FORTICH JORGE,
DANIEL DANILO V. SORIA and Promulgated:
NATHANIEL P. PADILLA,
Respondents. October 2, 2009
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YNARES-SANTIAGO,
J.:
Assailed
in this Petition for Review on Certiorari is the November 18, 2008 Decision[1] of
the Court of Appeals in CA-G.R. SP No. 105368, which reversed and set aside the
September 3, 2008 Decision of the Regional Trial Court (RTC) of Manila, Branch
24, in Civil Case No. 08-119546 and dismissed the petition for declaration of
nullity of elections. Also assailed is
the February 18, 2009 Resolution[2]
denying the Motion for Reconsideration.
The
facts as found by the Court of Appeals are as follows:
On 28 August 2006, at the sideline of the 18th
FIBA World Congress held at Tokyo, Japan, a
Joint Communique (“Tokyo
Communique”) was entered into by the feuding Basketball Association of the
Philippines (“BAP”) and the newly
formed Pilipinas Basketbol (“PB”),
through their then incumbent Presidents,
Jose D. Lina, Jr. and Bernardo Gabriel L. Atienza, respectively, and as
witnessed not only by their other representatives but also by the
representative of the Philippine Olympic Committee (“POC”) and the FIBA Secretary General Patrick Baumann. The main objectives of the Tokyo Communique
are (1) to unify said rival basketball associations and (2) to facilitate the
lifting of the suspension imposed by the Federation Internationale de
Basketball (“FIBA”), which prevented
the country from participating in any international basketball competitions.
Specifically,
the Tokyo Communique provides for the merger of the BAP and the PB resulting to
a single united basketball organization that will seek membership with the POC
and will eventually take over the membership of BAP in the FIBA, subject to the
appropriate FIBA regulations on membership.
It also provides for the creation of a three-man panel composed of the
incumbent presidents of the BAP and the PB and a third member to be agreed upon
by both presidents, which will undertake the tasks of (1) writing and
finalizing the organization’s constitution and by-laws; (2) reviewing,
verifying and validating the list of members as submitted by BAP and PB to the
FIBA Central Board Special Commission based on agreed set of criteria for
membership as formulated by the panel; and (3) convening the National Congress
of the united organization and to oversee the election of officers.
Pursuant
to the provisions of the Tokyo Communique relative to the creation of a
three-man panel, petitioner Manuel V. Pangilinan (“Petitioner Pangilinan”) was
named as its third member and was even chosen as its Chairman. Also, the BAP and PB submitted to FIBA their
respective lists of members-associations in compliance with the provisions
thereof.
On 17
September 2006, in keeping with the merger and unification efforts as embodied
in the Tokyo Communique, the Samahang Basketbol ng Pilipinas, Inc. (“SBP”) was
established and its constitutive documents consisting of the Articles of
Incorporation were signed by the five (5) incorporators, which include petitioner
Pangilinan. On the same day, the
incorporators likewise passed and signed its by-laws.[3]
On 4 February
2007, the three-man panel met in Bangkok, Thailand where it forged and executed
a Memorandum of Agreement (“Bangkok
Agreement”) integrating therein the final terms and conditions of
the unity and merger of BAP and PB. In
said agreement, the BAP and PB amended the corporate name of SBP from “Samahang
Basketbol ng Pilipinas, Inc.” to “BAP-Samahang Basketbol ng Pilipinas, Inc.” (“BAP-SBP”). It also stipulated the following: (1) the
amendment of the SBP by-laws with regard to the voting requirement for the
removal of officers; (2) the admission of all the bona fide members of BAP and
PB as appearing in the lists submitted to FIBA as “members” instead of
“probationary members” of SBP; (3) the respective rights of BAP and PB to
nominate for corporate positions; (4) the lists of officers to be elected by
the BAP and PB at the Unity Congress that will serve during the transitory
period as provided in the by-laws; (5) the composition of and the respective
right to nominate the members of the different committees of the BAP-SBP; and
(6) the binding effect of the right to nominate, which shall be valid only
during the aforesaid transitory period.
On 5 February
2007, as contemplated by and pursuant to the Bangkok Agreement, the First
Trustees of the SBP attended a Unity Congress wherein the nomination and
election of its transitory officers for the years 2007-2008 had taken place,
the results of which had led to the proclamation of respondent Villafuerte as
Chairman, Victorico P. Vargas, as Vice-Chairman, petitioner Pangilinan, as President,
petitioner Marievic Añonuevo (“Petitioner
Añonuevo”), as secretary, respondent Christian Tan (“Respondent Tan”), as treasurer, and respondent Bonifacio Alentajan,
(“Respondent Alentajan”), as legal
counsel.
Consequently
however, contrary to the raison d’etre of
the Tokyo Communique, Bangkok Agreement and the convened Unity Congress, enmity
and contest among the different personalities involved in Philippine basketball
have prevailed leading to the formation of two (2) factions, the petitioners, on
one hand, and the respondent, on the other.
As can be gleaned from the records, said dispute evolved from the
resolve of petitioner Pangilinan not to recognize the election of respondent Villafuerte
as Chairman of BAP-SBP on account of the alleged failure of the latter to
qualify for the said position.
On 14
May 2008, petitioner Pangilinan released a Press Statement announcing the
validation of four (4) more organizations, in addition to the fifteen (15)
organizations earlier validated, as active members of the SBP, the postponement
of the scheduled 31 May 2008 National Congress and its resetting to 12 June 2008. This Press Statement prompted respondents Villafuerte,
Alentajan and Tan to write to the FIBA Secretary General to report the alleged
refusal of petitioner Pangilinan to follow the terms and conditions as stated
in the Bangkok Agreement, as well as to inform FIBA of the convening of the
National Congress of SBP on 4 June 2008.
On 17
May 2008, respondents Villafuerte, Alentajan and Tan along with a majority of
the members of BAP-SBP approved and jointly issued a Notice of National
Elections to be held on 4 June 2008, the agenda of which included the election
of officers, organization of standing committees, accreditation of new
applicants for membership, financial report, report on program for Nationwide
Development of Basketball and other matters.
On 4 June
2008, respondents and the BAP-SBP members sympathetic to their faction attended
the National Congress, wherein the regular trustees and the executive officers
of SBP were elected. Respondent Villafuerte
and Alentajan retained their previous positions while respondent Tan assumed
the position of Executive Director. On
the other hand, respondent Prospero A. Pichay, Jr. (“Respondent Pichay”) replaced petitioner Pangilinan as president, respondent
Wilson Young (“Respondent Young”) replaced
Victorico P. Vargas as Vice-Chairman and Teresita D. Abundo replaced petitioner
Añonuevo as secretary.
Meanwhile, petitioner Añonuevo issued a Notice of National
Congress to be held on 12 June 2008 for purposes of (1) hearing the reports of
the President and the Executive Director, (2) recognizing the validated members
of BAP-SBP, (3) conferring of the appropriate membership status to these
members, (4) electing the members of the Board of Trustees, (5) overseeing the
conduct of the organizational meetings of the board, (6) amending the Articles
of Incorporation and By-Laws and (7) transacting any other matters of business.
On 12 June 2008, seventeen (17) of the nineteen (19)
active members of BAP-SBP attended the National Congress that had been called
by petitioner Añonuevo. The members of
the Board of Trustees were then elected for the term of 2008 to 2012 and until
their successors shall have been duly elected and qualified. Thereafter, the newly elected trustees held
their Organizational Meeting and proceeded to elect the officers of
BAP-SBP. Petitioners Pangilinan, Vargas
and Añonuevo retained their respective positions while petitioners Oscar S.
Moreno and Jose Emmanuel Eala were elected as Chairman and Executive Director,
respectively. Replacing respondent Tan,
Ernesto Jay Adalem was designated as treasurer of the organization.[4]
On June 27, 2008, petitioners filed before
the Regional Trial Court of Manila a
petition[5] for
declaration of nullity of the election of respondents as members of the Board
of Trustees and Officers of BAP-SBP. The
case was docketed as Civil Case No. 08-119546.
Petitioners alleged that the June 12, 2008 election was a sham, illegal,
and void. They also claimed to be the
rightful and legally elected trustees and officers of the BAP-SBP and thus prayed
that the corporate reins of BAP-SBP be turned over to them.
By way of answer, respondents argued that
petitioners have no cause of action; that Villafuerte never assumed the
position of Chairman of the BAP-SBP because he failed to qualify for the same;
that before Villafuerte could legally assume the Chairmanship of BAP-SBP, he
must first be elected a member of the Board of Trustees; that petitioners’ June
4, 2008 National Congress had no quorum because the attendees thereof were
either mere associates and non-voting members or actually non-members; and that
only six of the attendees were active and voting members.
On September 3, 2008, the trial court
rendered its Decision[6] declaring the convening of the National
Congress on June 12, 2008 and the election of respondents null and without
legal effect. The dispositive portion of
the Decision, reads:
ACCORDINGLY, finding merit in the petition, the same
is hereby granted.
The National Congress convened by the respondents is
hereby declared null and void.
Consequently, the election of officers at said meeting is similarly
declared to be without force and effect.
Respondents are further directed to cease and desist
from further acting as officers of the SBP and to turn over the affairs of the
organization to the petitioners.
SO ORDERED.[7]
The trial court found that at the
time the opposing parties convened their respective National Congress, BAP-SBP
was still at its transition period; that
pursuant to Section 2 of the Transitory Provisions, only those members
of the BAP and PB included in the lists
submitted to the FIBA shall be recognized as members of BAP-SBP with full
rights and privileges, including the right to elect the regular board of
trustees; that Villafuerte was validly elected as Chairman of SBP; and that the
National Congress convened by petitioners was validly called. Consequently, it declared as null and void
the National Congress convened on June 12, 2008 by the respondents, as well as
the election of the trustees and officers conducted thereat.
Aggrieved, respondents filed before
the Court of Appeals a Petition for Review under Rule 43 of the Rules of Court.
On November 18, 2008, the Court of Appeals rendered the herein assailed
Decision reversing and setting aside the Decision of the trial court and
dismissing the petition for declaration of nullity of elections.
The appellate court noted that the
crux of the controversy hinges on the interpretation of the terms and
conditions of the Tokyo Communique, the Bangkok Agreement, the BAP-SBP Articles
of Incorporation and its by-laws vis-a
vis the determination of which members are entitled to vote and be voted
upon as trustess and officers of said organization. The Court of Appeals held that the Bangkok
Agreement merely provided for the recognition of those included in the lists
submitted to FIBA as probationary members; that the Bangkok Agreement should
not be exploited as to clothe petitioners with the authority to convene the
National Congress and conduct themselves as trustees and officers of the
BAP-SBP because the attendees of said June 4, 2008 National Congress did not
constitute a quorum; that only six of the attendees were active and voting
members, while the rest were associates, or non-voting members, or even
non-members.
The appellate court likewise held
that to be considered as members of BAP-SBP with full rights and privileges,
including the right to elect the regular board of trustees, the association
should be included in the lists submitted to FBA and validated by the three-man
panel. The validation by the three-man
panel is a condition sine qua non for a basketball association to be
considered as an active and voting member of BAP-SBP.
Finally, the Court of Appeals found
Villafuerte not qualified to hold the position of Chairman of BAP-SBP. It held that the organization’s By-laws
require that the Chairman of the Board of Trustees must first be a
trustee. Since Villafuerte was not yet
named as a trustee of the BAP-SBP when the National Congress was held, therefore
he was unqualified to hold the position of Chairman.
Petitioners filed a motion for
reconsideration but it was denied, hence, this petition on the following
grounds:
I
THIS COURT OF APPEALS GRIEVOUSLY MISCONSTRUED THE
II
PETITIONERS WERE DULY ELECTED DURING THE NATIONAL
CONGRESS OF
III
PETITIONER LUIS R. VILLAFUERTE WAS DULY ELECTED AS
CHAIRMAN OF BAP-SBP AT THE UNITY CONGRESS IN FEBRUARY 2007.
The
petition lacks merit.
Reduced to its simplest, the only
issue for resolution is: Which members of the BAP-SBP are entitled to vote and
be voted upon as trustees and officers of said organization based on the terms
and conditions of the Tokyo Communique, the Bangkok Agreement and the Articles
of Incorporation and By-Laws of the organization.
Petitioners insist that the provision
in the Bangkok Agreement that “all bona fide members appearing in the
lists submitted by BAP and PB to FIBA pursuant to the Tokyo Communique shall be
admitted as ‘members’ instead of ‘probationary members’ of SBP,” is equivalent
to the requisite validation by the three-man panel. They insist that all the bona fide
members of BAP and PB included in the lists submitted to the FIBA Central Board
Special Commission automatically became voting members of BAP-SBP.
Petitioners also argue that the need
to classify members of BAP-SBP into different categories, i.e., active members, associates or affiliates, is not relevant for
purposes of the first election of the regular Board of Trustees of BAP-SBP because
this becomes necessary only after the conduct of the first regular election. They contend that before and during the First
National Congress of BAP-SBP, all its members as submitted to FIBA were
entitled to vote and elect the trustees and officers of BAP-SBP.
We are not persuaded.
We find that the Court of Appeals correctly held that Clause
3 of the Bangkok Agreement merely intended to recognize the associations
affiliated with BAP and PB as “members” as against being labeled as just “probationary members” of the
BAP-SBP. However, said recognition does
not dispense with the need to classify said members in accordance with the
provisions of BAP-SBP’s Articles of Incorporation and By-Laws, and the Tokyo
Communique. Had the intention been
otherwise, the parties would have expressed this by means of the appropriate
provisions repealing or amending the contradictory provisions in said documents
as what they did to a provision in the Bangkok Agreement with respect to the
removal of officers.
Moreover, Clause 3 of the Bangkok Agreement must be
read not in isolation but in conjunction with the Tokyo Communique and the BAP-SBP’s
Article of Incorporation and By-Laws.
The Court of Appeal’s historical account as to how all subject documents
came into being is enlightening, thus:
Pertinently, the Tokyo Communique purposely created a
three-man panel ‘to review, verify, and
validate the list of members as submitted by PB and BAP to the FIBA Central Board
Special Commission created to hear the Philippine case based on agreed set of
criteria for membership formulated by three-man panel.’ Pursuant to the
stipulations of the Tokyo Communique, the SBP was created leading to the
execution and adoption of its Articles of Incorporation and by-laws, which laid
down, among others, the criteria for membership of the SBP. Subsequent thereto,
the three-man panel again convened and executed the said Bangkok Agreement, in
which the admission of all the bona fide members of BAP and PB as appearing in
the lists submitted to FIBA as ‘members’
instead of ‘probationary members’ of SBP was agreed upon.[8]
To reiterate, the Tokyo Communique’s directive to the
three-man panel is for it to review, verify, and validate the list of members
as submitted by PB and BAP to the FIBA Central Board Special Commission created
to hear the Philippine Case based on an agreed set of criteria for membership
as formulated by said three-man panel. In
other words, there is a given process for validation of membership rather than the
automatic grant of voting or active membership status being insisted upon by
petitioners. Besides, had it intended all bona fide members to be admitted as
“accredited members” or “first members” or “active members”, the three-man
panel would have specifically used such term since its members were all aware
that the SBP’s Articles of Incorporation and by-laws were already in existence
at the time and also provided for three classes or categories of “members.”
We agree with respondents that the term “probationary”
was deleted to remove the suggestion that members of that sort only had
temporary membership status. While the
organizations submitted by BAP and PB for BAP-SBP membership are no longer to
be considered as probationary, such consideration does not intend to do away
with the validation or accreditation process to determine which of these would
qualify as active or voting members of SBP and which ones would be classified
as associate and affiliate members. While
all three classes are considered as regular members, not all could be granted
the right to vote.
There can be no gainsaying the necessity for such
qualification. Section 2 of the Transitory Provisions of the By-Laws[9]
states in no uncertain terms that:
Section 2. Accredited Members. All bona fide members in good standing of
the Basketball Association of the Philippines (BAP) and Pilipinas Basketball
(PB) at the time of the incorporation of the Corporation and as submitted to
FIBA by BAP and PB and validated by the three-man panel organized
pursuant to the August 28, 2006 joint communiqué signed in Tokyo, Japan by and
among representatives from FIBA, POC, BAP and PB, which joint communiqué is
incorporated herein by reference, shall be recognized as the first members of
the Corporation (the “First Members”) with full rights and privileges,
including the right to elect the regular board of trustees that will replace
the First Board of Trustees named in Article Eighth of the Articles of
Incorporation (the “First Trustees”), unless suspended or expelled in
accordance with appropriate rules and regulations. For this purpose, the
three-man panel shall formulate the rules and procedures for validation and,
when necessary, form a committee that will assist the panel in the validation
process.
Indeed,
the three-man panel is mandated to review, verify and validate the lists of
members submitted by BAP and PB to FIBA based on an agreed set of criteria for
membership formulated by the three-man panel.[10] In this connection, there is no question that the
three-man panel had not yet formulated a set of criteria prior to or as of the
time of signing of the Bangkok Agreement. If only for this, it stands to reason that the
three-man panel could not have, by any stretch of the imagination, possibly validated
all organizations proposed by the BAP and PB for BAP-SBP membership as “active”
or “voting” members on a wholesale basis. It could not have done so since there was still
no set of criteria by which to embark on such an endeavor. The rules
and procedures for validation were formulated by the three-man panel only after
the execution of the Bangkok Agreement. In
fact, several of the petitioners actively participated in the membership
validation process which was done after the execution of the Bangkok
Agreement.
The
membership validation resulted in the conferment of active membership status
upon 19 BAP-SBP members, 17 of which participated in the June 12, 2008 meeting.
Petitioners even constituted the
majority of the Committee that undertook the task; they actively participated
in the formulation of the validation rules based on the by-laws providing for
this; some of them actively participated in the validation of the membership
list and even voted along with other members of the Committee for the grant of
active membership status to the 19 regular members. Thus, as correctly held by the Court of Appeals,
petitioners are now estopped from assailing the validity and mandatory nature
of the BAP-SBP’s validation process as a prerequisite to a member’s acquisition
of active (voting) membership status.
Verily, petitioners’
bare denial deserves short shrift in light of the documentary evidence attesting
to their active participation during BAP-SBP’s validation of its members’
credentials leading to the confirmation of active membership status to 19
members. Hence, respondents, who were
elected by 17 of the 19 active and voting members of the BAP-SBP during the
meeting held on June 12, 2008, are the legitimate officers of the organization,
their election in accordance with the applicable rules on the said exercise.
Anent the chairmanship of the Board
of Trustees of the BAP-SBP, the Court of Appeals correctly held that petitioner
Villafuerte’s nomination must of necessity be understood as being subject to or
in accordance with the qualifications set forth in the By-Laws of the BAP-SBP. Since the said by-laws require the Chairman of
the Board of Trustees to be a trustee himself, petitioner Villafuerte was not
qualified since he had neither been elected nor appointed as one of the
trustees of BAP-SBP. In other words,
petitioner Villafuerte never validly assumed the position of Chairman because he
failed in the first place to qualify therefor.
WHEREFORE, the
petition is DENIED. The assailed Decision dated November 18, 2008
of the Court of Appeals in CA-G.R. SP No. 105368 which reversed and set aside
the Decision of the Regional Trial Court of Manila, Branch 24, in Civil Case
No. 08-119546 and dismissed the petition for declaration of nullity of
elections, and the February 18, 2009 Resolution denying reconsideration, are AFFIRMED.
SO ORDERED.
CONSUELO
YNARES-SANTIAGO
Associate Justice
WE
CONCUR:
MINITA V. CHICO-NAZARIO
Associate Justice
PRESBITERO
J. VELASCO, JR. DIOSDADO M. PERALTA
Associate
Justice Associate Justice
LUCAS P. BERSAMIN
Associate Justice
ATTESTATION
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.
CONSUELO YNARES-SANTIAGO
Associate Justice
Chairperson, Third Division
CERTIFICATION
Pursuant
to Section 13, Article VIII of the Constitution and the Division Chairperson’s
Attestation, it is hereby certified 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.
REYNATO
S. PUNO
Chief Justice
* In lieu of Associate Justice Antonio Eduardo B. Nachura per raffle dated May 20, 2009.
[1] Rollo, pp. 100-115. Penned by Associate Justice Josefina Guevara-Salonga and concurred in by Associate Justices Teresita Dy-Liacco Flores and Ramon R. Garcia.
[2]
[3]
[4]
[5]
[6]
[7]
[8]
[9] Article XVII, Section 2.
[10] Rollo, p. 40.