THIRD DIVISION
|
CATMON SALES INTERNATIONAL
CORPORATION, Petitioner, - versus - ATTY. MANUEL D. YNGSON,
JR., as Liquidator of Catmon Sales International Corporation, Respondent. |
G.R.
No. 179761
Present:
Chairperson, VELASCO, JR., NACHURA, PERALTA, and MENDOZA, JJ. Promulgated: January 15, 2010 |
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DECISION
NACHURA, J.:
This is a petition for
review on certiorari under Rule 45 of
the Rules of Court, assailing the Court of Appeals (CA) Decision[1]
dated April 24, 2007 and Resolution[2]
dated September 14, 2007 in CA-G.R. SP No. 95938. The assailed decision, in
turn, affirmed the Decision[3]
of the Securities and Exchange Commission (SEC) En Banc in SEC En Banc Case No. 05-010 (SEC Case No. 02-99-6204).
The facts of the case follow:
On February 8, 1999, petitioner Catmon Sales International
Corporation filed a Petition[4]
for Declaration in a State of
On May 10, 2000, the SEC declared petitioner technically
insolvent considering that there was no settlement reached with its creditors
and that its inability to pay its creditors had lasted for a period longer than
one year from the filing of the petition.[5]
In an Order dated
On P623,214.35, representing his
liquidator’s fee and reimbursement of out-of-pocket expenses. On
On June 23, 2005, the SEC, through its General Counsel,
ordered the members of the Board of Directors of petitioner to pay respondent
his claim for reimbursement of the expenses incurred in the performance of his
duties as liquidator, together with his liquidator’s fee, for a total amount of
P398,284.40.[9]
Petitioner’s motion for reconsideration was denied on
On appeal, the SEC En
Banc modified the June 23, 2005 and October 11, 2005 Orders in this wise:
WHEREFORE, premises considered, the
Order dated P225,000.00) from
the assets of Appellant Catmon, representing his liquidator’s fee within
fifteen (15) days from date of actual receipt of this Order.
SO ORDERED.[11]
While
it is true that the compensation or fees of the management committee, receivers
and liquidators shall be determined by the agreement between the parties, the
SEC En Banc explained that it was
authorized to determine such fees and compensation in the absence of an
agreement.[12] The SEC
clarified that although petitioner’s directors, who were constituted as
trustees of the corporation, were made to pay respondent’s fees, such
obligation should not be considered as their personal liabilities but for the
account of petitioner.[13]
Lastly, while respondent’s claim for liquidator’s fee was sustained, his claim
for reimbursement of out-of-pocket expenses was deleted.[14]
Unsatisfied,
petitioner elevated the matter to the CA. On
Petitioner
now comes before this Court, arguing that:
THE
COURT OF APPEALS COMMITTED GROSS ERROR AND ACTED WITHOUT OR IN EXCESS OF ITS
JURISDICTION AND/OR GRAVELY ABUSED ITS DISCRETION WHEN IT AFFIRMED THE DECISION
OF THE SEC EN BANC.[15]
The petition is without
merit.
We
stress the settled rule that the findings of fact of administrative bodies,
such as the SEC, will not be interfered with by the courts in the absence of
grave abuse of discretion on the part of said agencies, or unless the
aforementioned findings are not supported by substantial evidence. These factual findings carry even more weight
when affirmed by the CA. They are
accorded not only great respect but even finality, and are binding upon this
Court, unless it is shown that the administrative body had arbitrarily
disregarded or misapprehended evidence before it to such an extent as to compel
a contrary conclusion had such evidence been properly appreciated.[16]
By reason of the special knowledge and expertise of administrative agencies
over matters falling under their jurisdiction, they are in a better position to
pass judgment thereon.[17]
A
review of the petition does not show any reversible error committed by the
appellate court; hence, the petition must be denied. Petitioner failed to present any argument that
would convince the Court that the SEC and the CA made any misappreciation of
the facts and the applicable laws such that their decisions should be
overturned.[18]
Respondent’s
appointment as petitioner’s liquidator and the former’s entitlement to
compensation are not disputed. The only
issue in the instant case pertains to the manner in which the amount of the
liquidator’s fee was fixed. Petitioner wants this Court to nullify the CA
decision simply because respondent’s fee was fixed by the SEC instead of by the
parties themselves.
The
determination of respondent’s fee as liquidator was initiated through a letter[19]
sent by respondent to the SEC, requesting from the latter refund his personal
advances and out-of-pocket expenses, and payment of his liquidator’s fee. Acting on the said letter, the SEC ordered
that an audit be conducted to determine the proper amount to be paid to
respondent.[20] Thereafter, the SEC, through its General
Counsel, ordered the members of the Board of Directors of petitioner, as
trustees, to undertake the liquidation of the corporation and to pay respondent
his liquidator’s fee and other expenses incurred in the performance of his
duties. Upon receipt of the SEC Order, petitioner filed a motion for
reconsideration thereof on the following grounds:
(1).
WITH ALL DUE RESPECTS (SIC), THE BOARD OF
DIRECTORS OF CATMON SHOULD NOT BE HELD LIABLE FOR THE CLAIM OF THE LIQUIDATOR;
(2).
THE
CLAIM FOR REIMBURSEMENT IS EXCESSIVE AND UNFOUNDED; and
(3).
THERE IS STILL PENDING IN THE
SUPREME COURT A PETITION FOR CERTIORARI FROM THE ORDER OF THE SEC DIRECTING THE
DISSOLUTION OF CATMON.[21]
Nowhere in the above motion did
petitioner question the SEC’s authority to fix respondent’s liquidator’s fee.
It was only in its Memorandum of Appeal filed with the SEC En Banc that petitioner assailed such authority, indicating that the
said argument was a mere afterthought. Moreover, in support of the second
ground relied upon by petitioner -- that the
claim for reimbursement was excessive and unfounded --
it questioned respondent’s claim for reimbursement of salaries and wages,
office rentals and Social Security System (SSS) and Philippine Health Insurance
Corporation (PhilHealth) contributions, allegedly because they should have been
absorbed in the bill for services of the liquidator. Again, no issue was raised
on the amount of the liquidator’s fee.
Even assuming that the issues were
properly raised, still, we find no cogent reason to depart from the conclusions
of the CA.
Petitioner insists that pursuant to SEC
Memorandum Circular No. 14, Series of 2001[22] (Circular),
the liquidator’s fee shall be determined by the agreement between the
liquidating corporation and the liquidator. Only when they fail to reach an agreement
may the SEC exercise the power to fix the amount. Considering that the SEC
determined the liquidator’s fee without requiring the parties to meet and
settle the amount, petitioner contends that it was denied its right to due
process.
Indeed, the Circular provides:
The compensation or fees of the MANCOM,
receivers and liquidators shall be determined by the agreement between the
parties and the MANCOM members, receiver or liquidator. This compensation/fees shall be of an amount
which the corporation is willing and able to pay and the MANCOM members,
receiver or liquidator is willing to accept as fee or compensation for the
engagement of their/his service.
In case of failure of agreement, the
Commission shall determine the fees and/or compensation of MANCOM, receivers
and liquidators in accordance with the guidelines set herein.
However, as correctly pointed out by
the CA:
To countenance petitioner’s posturing would be to unduly delimit the broad powers granted to the SEC under Presidential Decree No. 902-A, specifically the all-encompassing provision in Section 3 that the SEC has “absolute jurisdiction, supervision and control” over all corporations who are the grantees of primary franchises and/or license or permit issued by the government to operate in the Philippines. There is no gainsaying, therefore, that the SEC is authorized to determine the fees of receivers and liquidators not only when there is “failure of agreement” between the parties but also in the absence thereof. A contrary ruling would give license to corporations under liquidation or receivership to refuse to participate in negotiations for the fixing of the compensation of their liquidators or receivers so as to evade their obligation to pay the same.[23]
Petitioner may not have been given the chance to meet face
to face with respondent for the purpose of determining the latter’s fee. But
this fact alone should not invalidate the amount fixed by the SEC. What matters is the reasonableness of the fee
in light of the services rendered by the liquidator. It is the policy of the
SEC to provide uniform/fair and reasonable compensation or fees for the
comparable services rendered by the duly designated members of the Management
Committee (MANCOM), rehabilitation receivers and liquidators in corporations or
partnerships placed under MANCOM/receivership or liquidation, pursuant to
Section 6(d) of Presidential Decree No. 902-A, the SEC Rules on Corporate
Recovery, the Corporation Code of the Philippines, the Securities Regulation
Code, and other related laws enforced by the SEC.[24]
The Court notes that respondent initially demanded P623,214.35,
representing his liquidator’s fee of P450,000.00 and out-of-pocket
expenses of P173,214.35. Respondent later manifested that he was
amenable to reduce by one-half his liquidator’s fee. Before fixing the amount due the respondent,
the SEC, in fact, ordered that an audit be conducted to determine the proper
amount to be paid. Clearly, the fee fixed by the SEC was not without basis.
Besides, as correctly held by the CA, “respondent actually rendered services in
accordance with his oath of office as liquidator for which he is entitled to be
compensated by petitioner.”[25]
There is also no merit in petitioner’s claim that it was
denied its right to due process, since the members of its Board of Directors
were not summoned to answer respondent’s claim. As can be gleaned from the
above discussion, as early as the filing of its motion for reconsideration of
the June 23, 2005 Order of the SEC, petitioner already questioned the amount
awarded to respondent. It is well to
reiterate that petitioner questioned only the respondent’s claim for
reimbursement of out-of-pocket expenses, but not the liquidator’s fee. The SEC En Banc eventually disallowed the reimbursement
of said expenses. Yet, petitioner
continued to assail the award, arguing that the parties, and not the SEC, had
the power and authority to determine the correct amount due the respondent. To
be sure, all the issues raised by petitioner, including the amount awarded to
respondent, were squarely ruled upon by both the SEC and the CA. Hence,
petitioner was not only given the opportunity to be heard, but was actually
heard through its pleadings.
Procedural due process is the necessity for notice and an
opportunity to be heard before judgment is rendered. As long as a party is given the opportunity
to defend his interests in due course, he would have no reason to complain, for
it is this opportunity to be heard that makes up the essence of due process.[26]
For his part, respondent prayed in his Comment that, in
addition to his liquidation fee already awarded in his favor, his claim for
reimbursement of administrative expenses be granted.
We answer in the negative.
This Court’s ruling in Coca-Cola
Bottlers Philippines, Inc. v. Garcia[27]
is instructive:
It is well-settled that a party
who has not appealed from a decision cannot seek any relief other than what is
provided in the judgment appealed from.
An appellee who has himself not appealed may not obtain from the
appellate court any affirmative relief other than the ones granted in the
decision of the court below. The
appellee can only advance any argument that he may deem necessary to defeat the
appellant’s claim or to uphold the decision that is being disputed, and he can
assign errors in his brief if such is required to strengthen the views
expressed by the court a quo. These assigned errors in turn may be
considered by the appellate court solely to maintain the appealed decision on
other grounds, but not for the purpose of reversing or modifying the judgment
in the appellee’s favor and giving him other reliefs.[28]
As aptly observed by the
CA, respondent did not appeal the SEC decision.
Thus, the decision of the CA on the amount due the respondent has become
final as to him, and can no longer be reviewed, much less be reversed, by this
Court.
WHEREFORE,
premises considered, the petition is DENIED
for lack of merit. The Court of Appeals Decision dated
SO ORDERED.
ANTONIO
EDUARDO B. NACHURA
Associate
Justice
WE CONCUR:
RENATO C. CORONA
Associate
Justice
Chairperson
|
PRESBITERO J. VELASCO, JR. Associate
Justice |
DIOSDADO M. PERALTA Associate
Justice |
JOSE C. MENDOZA
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.
RENATO
C. CORONA
Associate
Justice
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.
REYNATO
S. PUNO
Chief
Justice
[1] Penned by Associate Justice Estela M. Perlas-Bernabe, with Associate Justices Marina L. Buzon and Lucas P. Bersamin (now a member of this Court), concurring; rollo, pp. 27-33.
[2]
[3] Rollo, pp. 195 -200.
[4]
[5]
[6]
[7]
[8]
[9]
[10]
[11]
[12]
[13]
[14]
[15]
[16] Raniel
v. Jochico, G.R. No. 153413,
[17] Commission on Higher Education v. Dasig, G.R. No. 172776, December 17, 2008, 574 SCRA 227, 242.
[18] Raniel v. Jochico, supra note 16, at 227.
[19] Rollo, pp. 87-92.
[20]
[21]
[22] Guidelines on the Compensation and/or Fees of Members of MANCOM/Receivers and Liquidators.
[23] Rollo, p. 30.
[24] SEC Memorandum Circular No. 14, Series of 2001.
[25] Rollo, p. 30.
[26]
[27] G.R. No. 159625,
[28] Coca-Cola Bottlers Philippines, Inc. v. Garcia, id. at 371.