EN BANC

Agenda of November 22, 2011

Item No. 74

 

 

G.R. No. 171101 HACIENDA LUISITA, INC., ET AL., petitioners v. PRESIDENTIAL AGRARIAN REFORM COUNCIL, ET AL., respondents.

x ---------------------------------------------------------------------------------------- x

 

 

SEPARATE CONCURRING AND DISSENTING OPINION

 

 

BRION, J.:

 

In the Courts Decision dated July 5, 2011, the crucial questions that the Court resolved were: (1) whether the Presidential Agrarian Reform Council (PARC) has the power to revoke or recall its approval of a stock distribution option entered into between a corporate landowner and its farmworkers-beneficiaries (FWBs), under Section 31 of Republic Act No. 6657 or the Comprehensive Agrarian Reform Law (CARL); and (2) whether the PARC has a ground to revoke or recall the stock distribution plan (SDP) between petitioner Hacienda Luisita, Incorporated (HLI) and its FWBs.

 

The Court was unanimous in declaring that the PARCs express power to approve the plan for stock distribution of corporate landowners, under Section 31 of the CARL, includes the implied power to revoke its approval. In the case of HLI, the majority of the Court, myself included, found that the PARC has solid bases to revoke its approval of HLIs SDP.[1]

 

In view of this ruling, the corollary issue of the effects of the revocation arose, and it was at this point that I diverged from the majoritys position. The majority speaking through Justice Velasco found it equitable to recognize the existence of certain operative facts, notwithstanding the revocation of the SDP. Hence, the majority gave the qualified FWBs the option of choosing whether or not to remain as HLI stockholders. On the same principle, the majority authorized the FWBs to retain all benefits received under the SDP. The dispositive of the July 5, 2011 Decision, thus, decreed that:

 

1.     the qualified FWBs, totaling 6,296, are given the option to choose whether to remain as stockholders of HLI or not. Should they choose to remain, they are entitled to 18,804.32 shares each; otherwise, they are entitled to land distribution. The non-qualified FWBs totaling 4,206, however, are not given this option, but are allowed to retain the shares already received;

 

2.     all the 10,502 FWBs are entitled to retain the following items they received on account of the SDP:

a.     salaries and benefits,

b.     3% production share,

c.      3% share of the proceeds of the sale of the 500 hectares of converted land and the 80-hectare Subic-Clark-Tarlac Expressway (SCTEX) lot, and

d.     6,886.5-square meter homelots that each FWB received;

 

3.     From the 4,915.75 hectares of agricultural land shall be segregated:

a.     the 500 hectares of converted land acquired by Luisita Industrial Park Corporation (LIPCO)/Rizal Commercial Banking Corporation (RCBC) and Luisita Realty Corporation (LRC);

b.     the 80 hectares of land expropriated by the government for the SCTEX; and

c.      the aggregate area of homelots of FWBs who choose to remain as HLI stockholders.[2]

After segregation, the remaining areas shall be turned over by HLI to the Department of Agrarian Reform (DAR) for land distribution to qualified FWBs who prefer land distribution over stock ownership.

 

4.     HLI is directed to turn over the consideration of

a.     P500 million from the sale of the 200 hectares of converted land to LRC,

b.     P750 million from the sale of the 300 hectares of converted land to Centennary Holdings, Inc. (Centennary), and

c.      P80 million from the expropriation of 80 hectares for the SCTEX.

From the sum total of P1.33 billion shall be deducted

a.     the 3% production share,

b.     the 3% share in the proceeds of the sale of the 500-hectare converted land and expropriation of the 80-hectare land,

c.      the taxes and expenses relating to the transfer of titles, and

d.     the expenditures incurred by HLI for legitimate corporate purposes.

 

The remaining balance shall be distributed among the qualified FWBs, and

 

5.     HLI shall be paid just compensation for the agricultural land that will be subject to land distribution, the amount of which shall be determined by the DAR.

 

I dissented from the majoritys determination of the effects of the revocation, objecting primarily to their application of the operative fact doctrine to justify the option given to the FWBs on whether or not to remain as HLI stockholders. I opined that the revocation of the PARCs approval of the SDP carried with it the nullification of the Stock Distribution Option Agreement (SDOA) between HLI and the qualified FWBs. As a consequence of the nullification, restitution should take place, and the parties are to account and restore what they received from one another. Subject to certain adjustments, I maintain the same view regarding the inapplicability of the operative fact doctrine to the present case. Based on this perspective, I propose to dispose of the case as discussed below.

 

The application of the Operative Fact Doctrine to Executive Acts

The ponencia misapplies the operative fact doctrine. I maintain the view that the doctrine is applicable only in considering the effects of a declaration of unconstitutionality of a law (a generic term that includes statutes, rules and regulations issued by the executive department and are accorded the same status as a statute). The doctrines limited application is apparent from a review of its origins.

 

The doctrine of operative fact is of American origin, first discussed in the 1940 case of Chicot County Drainage Dist. v. Baxter States Bank.[3] Chicot Country sought to resist the Baxter States Banks claim by raising a debt readjustment decree issued by a district court pursuant to a law enacted by the US Congress.[4] The Baxter States Bank countered that the readjustment decree was no longer binding, as the law upon which the decree was based has been declared unconstitutional. The lower court sustained the Baxter States Banks argument, following the void ab initio doctrine[5] laid down in the 1886 case of Norton v. Shelby County.[6] The US Supreme Court reversed the decision and ordered the remand of the case, rejecting the broad application of the void ab initio doctrine through this rationalization:

 

[T]he effect of a determination of unconstitutionality must be taken with qualifications. The actual existence of a statute, prior to such a determination, is an operative fact and may have consequences which cannot justly be ignored. The past cannot always be erased by a new judicial declaration. The effect of the subsequent ruling as to invalidity may have to be considered in various aspects with respect to particular relations, individual and corporate, and particular conduct, private and official. Questions of rights claimed to have become vested, of status, of prior determinations deemed to have finality and acted upon accordingly, of public policy in the light of the nature both of the statute and of its previous application, demand examination. These questions are among the most difficult of those which have engaged the attention of courts x x x and it is manifest from numerous decisions that an all-inclusive statement of a principle of absolute retroactive invalidity cannot be justified. [italics and emphasis ours]

 

Notably, Chicot and the numerous cases that followed its lead applied the operative fact doctrine only in considering the effects of a declaration of unconstitutionality of a statute.

 

De Agbayani v. Philippine National Bank (PNB),[7] promulgated in this jurisdiction in 1971, was the first instance when the operative fact doctrine was extended to consider the effects of a declaration of unconstitutionality of an executive act. The ponencia cites De Agbayani (as well as subsequent cases that echoed the operative fact principle) to support its position, but this reliance proceeds from a misreading of the context in which De Agbayani used the term executive act.

 

The executive act referred to in De Agbayani was Executive Order No. 32 (EO 32) issued by then President Sergio Osmea in March 10, 1945, which imposed a debt moratorium. Since the Court (in the case of Rutter v. Esteban[8]) already declared EO 32 unconstitutional, Francisco de Agbayani contended that the PNBs action for foreclosure against him had already prescribed. The Court was then confronted with the issue of whether to give effect to EO 32 prior to the declaration of its unconstitutionality. The Court, per Justice Enrique Fernando, resolved the issue in this manner:

 

The decision now on appeal reflects the orthodox view that an unconstitutional act, for that matter an executive order or a municipal ordinance likewise suffering from that infirmity, cannot be the source of any legal rights or duties. Nor can it justify any official act taken under it. Its repugnancy to the fundamental law once judicially declared results in its being to all intents and purposes a mere scrap of paper. As the new Civil Code [Article 7] puts it: "When the courts declare a law to be inconsistent with the Constitution, the former shall be void and the latter shall govern.[] Administrative or executive acts, orders and regulations shall be valid only when they are not contrary to the laws of the Constitution. It is understandable why it should be so, the Constitution being supreme and paramount. Any legislative or executive act contrary to its terms cannot survive.

 

Such a view has support in logic and possesses the merit of simplicity. It may not however be sufficiently realistic. It does not admit of doubt that prior to the declaration of nullity such challenged legislative or executive act must have been in force and had to be complied with. This is so as until after the judiciary, in an appropriate case, declares its invalidity, it is entitled to obedience and respect. Parties may have acted under it and may have changed their positions. What could be more fitting than that in a subsequent litigation regard be had to what has been done while such legislative or executive act was in operation and presumed to be valid in all respects. It is now accepted as a doctrine that prior to its being nullified, its existence as a fact must be reckoned with. This is merely to reflect awareness that precisely because the judiciary is the governmental organ which has the final say on whether or not a legislative or executive measure is valid, a period of time may have elapsed before it can exercise the power of judicial review that may lead to a declaration of nullity. It would be to deprive the law of its quality of fairness and justice then, if there be no recognition of what had transpired prior to such adjudication.[9]

 

When these paragraphs are read together, the phrase such challenged legislative or executive act quite obviously pertains to the administrative or executive acts, orders and regulations mentioned in Article 7 of the Civil Code. Thus, the context in which the term executive act was used in De Agbayani referred to only executive issuances (acts, orders, rules and regulations) that have the force and effect of laws; it was not used to refer to any act performed by the Executive Department. De Agbayanis extension of the operative fact doctrine, therefore, more properly refers only to the recognition of the effects of a declaration of unconstitutionality of executive issuances, and not to all executive acts as the ponencia loosely construes the term. The limited construction of an executive act, i.e., executive issuances, is actually more consistent with the rationale behind the operative fact doctrine: the presumption of constitutionality of laws. Accordingly, it is only to this kind of executive action that the operative fact doctrine can apply.

 

In my separate opinion to the July 5, 2011 Decision, I raised the propriety of applying the operative fact doctrine to the present case, primarily to object to the option granted by the ponencia to the qualified FWBs of whether to remain as HLI stockholders or not. Although in the present Resolution, the ponencia reconsidered and has now withdrawn the option given to the qualified FWBs to remain as HLI stockholders, it still relied on the operative fact doctrine to justify the FWBs retention of certain benefits arising from the revoked SDP:

 

With the application of the operative fact doctrine, said benefits, homelots and the 3% production share and the 3% share from the sale of the 500-hectare and SCTEX lots shall be respected with no obligation to refund or return them. The receipt of these things is an operative fact that can no longer be disturbed or simply ignored.[10] (emphasis ours)

 

Because of this continued (and mistaken) reliance on the operative fact doctrine, I regretfully have to register my continued objection to the manner by which the ponencia proposes to dispose of this case.

 

Indeed, much of the confusion that arose in the disposition of this case stemmed from the varying perspectives taken by the members of the Court on what are the effects of the revocation and when these effects should accrue. The revocation of the SDP amounts to the nullification of the SDOA, and the logical and legal consequence of this should be the restoration of the parties to their respective situations prior to the execution of the nullified agreement. There should be no question that the PARCs revocation of the approval of the SDP carried with it the nullification of the SDOA because the PARCs approval is necessary to the validity of the SDOA[11]; accordingly, the effects of the revocation should be deemed to have taken place on November 21, 1989, the date when PARC Resolution No. 89-12-2 approving the SDP was issued. To consider any other date (either at the time PARC Resolution No. 2005-32-01, revoking its approval of the SDP, was issued or at the time this Courts decision becomes final) is not only iniquitous for the parties but also preposterous under the law. Hence, to accomplish a complete, orderly, and fair disposition of the case, we have to consider the effects of the revocation to accrue from November 21, 1989. The Court should decree that compulsory Comprehensive Agrarian Reform Program coverage should start at this point in time, and then proceed to adjust the relations of the parties with due regard to the intervening events that transpired.[12]

 

Treatment of the Sale of the Converted Land

 

Since the effects of the revocation are deemed to have taken place on November 21, 1989, the entire 4,915.75 hectares of agricultural land should be considered as placed under compulsory coverage as of this time. To declare (as the ponencia does[13]) that 500 hectares of the subject land can no longer be included under the CARLs compulsory coverage because it had already been converted into industrial land[14] is erroneous, as this implies that the land was placed under compulsory coverage only when revocation of the SDP was declared, not in 1989. If this was the case then, the FWBs should not be entitled to any of the proceeds of the sale of the 500 hectares of converted land because their right to these proceeds stems from their right to own the land which accrues only when the land is placed under compulsory coverage. Oddly enough, the ponencia takes an inconsistent position by subsequently declaring that

 

Considering that the 500-hectare converted land, as well as the 80.51-hectare SCTEX lot, should have been included in the compulsory coverage were it not for their conversion and valid transfers, then it is only but proper that the price received for the sale of these lots should be given to the qualified FWBs. In effect, the proceeds from the sale shall take the place of the lots.

 

x x x x

 

x x x. We maintain that the date of taking is November 21, 1989, the date when PARC approved HLIs SDP per PARC Resolution No. 89-12-2, in view of the fact that this is the time that the FWBs were considered to own and possess the agricultural lands in Hacienda Luisita. To be precise, these lands became subject of the agrarian reform coverage through the stock distribution scheme only upon the approval of the SDP, that is, November 21, 1989. Thus, such approval is akin to a notice of coverage ordinarily issued under compulsory acquisition.[15] (emphases, italics, and underscoring ours)

 

To reconcile these inconsistent positions, I venture to guess that what the ponencia perhaps meant was that, on account of the revocation, the entire 4,915.75 hectares were deemed placed under compulsory coverage on November 21, 1989; however, despite the inclusion, portions of the land (specifically, the 500 hectares of converted land and the 80 hectares of the SCTEX land) can no longer be distributed among the qualified FWBs under Section 22 of the CARL[16] because of the valid transfers made in favor of third parties. Thus, it was not the conversion of the 500-hectare land that exclude it from compulsory coverage as it was already deemed included in the compulsory coverage since 1989; it was the recognition of the valid transfers of these lands to third parties that excluded them from the actual land distribution among the qualified FWBs.

 

The ponencia itself recognizes this legal reality by citing the valid transfers of the land as basis for exclusion. Yet, this is precisely what is lacking in LRCs case. By failing to intervene in this case, LRC was unable to present evidence supporting its good faith purchase of the 200-hectare converted land. The ponencias conclusion that there was a valid transfer to LRC of the 200 hectares of converted land, therefore, lacks both factual and basis.

 

Thus, I propose, as I did in my separate opinion to the July 5, 2011 Decision, that LRC be given full opportunity to present its case before the DAR x x x the failure of [LRC] to actively intervene at the PARC level and before this Court does not really affect the intrinsic validity of the transfer made in its favor if indeed it is similarly situated as LIPCO and RCBC. x x x [A] definitive ruling on the transfer of the 200 hectares to [LRC] is premature to make. The FWBs right to the 200-hectare converted land itself or only to the proceeds of the sale (amounting to P500 million[17]) can be determined only after LRC has presented its case before the DAR.

 

On the other hand, LIPCO/RCBCs acquisition in good faith has been adequately proven. Thus, although the 300-hectare converted land should belong to the FWBs on account of the revocation of the SDP, the valid transfer to LIPCO/RCBC entitles them only to the proceeds of the sale. The ponencia, however, decrees that the entire P750 million paid for the 200-hectare converted land should be paid to the FWBs.

 

I disagree with this position, as it fails to take into account that it was HLI which invested in and caused the conversion of the land from agricultural to commercial/industrial:

 

Since the sale and transfer of these acquired lands came after the compulsory CARP coverage had taken place, the FWBs are entitled to be paid for the 300 hectares of land transferred to LIPCO based on its value in 1989, not on the P750 million selling price paid by LIPCO to HLI [through its subsidiary, Centennary] as proposed by the ponencia. This outcome recognizes the reality that the value of these lands increased due to the improvements introduced by HLI, specifically HLIs move to have these portions reclassified as industrial land while they were under its possession. Thus, unless it is proven that the P750 million is equivalent to the value of the land as of [November 21, 1989] and excludes the value of any improvements that may have been introduced by HLI, I maintain that the lands 1989 value, as determined by the DAR, should be the price paid to the FWBs for the lands transferred to LIPCO/RCBC.[18]

 

 

In case the LRC is able to prove its good faith purchase of the 200-hectare converted land before the DAR, the treatment of the proceeds of the sale of this land shall be the same as those of LIPCO/RCBCs 300-hectare converted land the FWBs will be entitled only to the lands value as of November 21, 1989, and the balance shall be for the HLI as compensation for any improvements introduced.

 

With respect to the proceeds of the sale of the 80-hectare land to the government for the SCTEX, the FWBs are entitled to be paid the full amount of just compensation that HLI received from the government for the 80 hectares of expropriated land forming the SCTEX highway. What was transferred in this case was a portion of the HLI property that was not covered by any conversion order. The transfer, too, came after compulsory CARP coverage had taken place and without any significant intervention from HLI. Thus, the whole of the just compensation paid by the government should accrue solely to the FWBs as owners.[19]

 

Amounts to be Deducted from the Proceeds of the Sale of the Lands

 

HLI claimed that it had already paid out 3% of the proceeds of the sale of the lands to the FWBs. This amount should thus be deducted from the total proceeds that should be returned to the qualified FWBs. The taxes and expenses related to the transfer of titles should likewise be deducted, since the same amounts will be incurred regardless of the seller (HLI or the FWBs). The ponencia proposes that the 3% production share and the expenditures incurred by HLI and Centennary for legitimate corporate purposes should also be deducted from the total proceeds of the sale.

 

In proposing that the 3% production share be deducted from the total proceeds of sale to be returned to the FWBs, the ponencia has effectively reversed its own insistent declaration that all the benefits received by the FWBs shall be respected with no obligation to refund or return them.[20] Its reliance on the operative fact doctrine to authorize the FWBs retention of all the benefits would thus be for naught; what the ponencia has given with its right hand, it takes away with its left hand.

 

Also, I do not find any legitimate basis for allowing HLI to deduct from the proceeds of the sale to be turned over to the FWBs the amounts it used for legitimate corporate purposes. It is irrelevant for the ponencia to order the DAR to determine if the proceeds of the sale of the 500-hectare land and the 80-hectare SCTEX lot were actually used for legitimate corporate purposes.[21] The FWBs are entitled to the proceeds of the sale of the 300-hectare land in lieu of the actual land which they are deemed to have acquired under the CARL since 1989. The ponencia never explained why the FWBs should bear such portion of the proceeds of the sale that HLI used to finance its operations.

 

Transferability of Awarded Lands

 

The ponencia denies the applicability of Section 27 of the CARL, which states:

 

Sec. 27. Transferability of Awarded Lands. - Lands acquired by beneficiaries under this Act may not be sold, transferred or conveyed except through hereditary succession, or to the government, or to the LBP, or to other qualified beneficiaries for a period of ten (10) years: Provided, however, That the children or the spouse of the transferor shall have a right to repurchase the land from the government or LBP within a period of two (2) years. Due notice of the availability of the land shall be given by the LBP to the Barangay Agrarian Reform Committee (BARC) of the barangay where the land is situated. The Provincial Agrarian Coordinating Committee (PARCCOM), as herein provided, shall, in turn, be given due notice thereof by the BARC.

 

If the land has not yet been fully paid by the beneficiary, the right to the land may be transferred or conveyed, with prior approval of the DAR, to any heir of the beneficiary or to any other beneficiary who, as a condition for such transfer or conveyance, shall cultivate the land himself. Failing compliance herewith, the land shall be transferred to the LBP which shall give due notice of the availability of the land in the manner specified in the immediately preceding paragraph.

 

In the event of such transfer to the LBP, the latter shall compensate the beneficiary in one lump sum for the amounts the latter has already paid, together with the value of improvements he has made on the land.

 

The ponencia opposes the application of the above provision by denying the FWBs the right to sell the land to third parties, including HLI. Citing DAR Administrative Order No. 1, series of 1989 (DAR AO 1-89), it states that the awarded lands may only be transferred or conveyed [to third persons] after ten (10) years from the issuance and registration of the emancipation patent (EP) or certificate of land ownership award (CLOA). Considering that the EPs or CLOAs have not yet been issued to the qualified FWBs x x x, the 10-year prohibitive period has not even started.[22]

 

I agree with the ponencias declaration, but only to the extent of prohibiting the qualified FWBs from selling the land directly to HLI (or other non-qualified purchasers). Properly construed, the law means that, as a general rule, the FWBs are prohibited from transferring or conveying the lands within 10 years from the issuance of the EPs or CLOAs, except if the transfer or conveyance is made in favor of (a) a hereditary successor, (b) the government, (c) the Land Bank of the Philippines (LBP), or (d) other qualified beneficiaries; transfers or conveyances made in favor of any of those enumerated, even within the 10 years period, are not prohibited by law. A contrary interpretation would prevent the beneficiarys heir from inheriting the land in the event that the beneficiary dies within the 10-year period, and put the lands ownership in limbo. Thus, under Section 27 of the CARL, the FWBs who are no longer interested in owning their proportionate share of the land may opt to sell it to the government or the LBP, which in turn can sell it to HLI or the LRC (if it is unable to prove its good faith purchase of the 200-hectare converted land), in order not to disrupt their existing operations.

 

Distribution of land to FWBs and payment of just compensation to HLI

 

As a consequence of the revocation of the SDP, the 4,915.75 hectares of agricultural land subject of the SDP are deemed placed under the CARLs compulsory coverage since November 21, 1989. Corollary, the taking is deemed to have occurred at this time and HLI is entitled to just compensation based on the value of the entire 4,915.75-hectare land in 1989.[23] In light of this conclusion, the question that begs for a definitive response is: is HLI entitled to interest from 1989 up to the present on the amount of just compensation it should receive?

 

In several cases, the Court awarded interests when there is delay in the payment of just compensation. The underlying rationale for the award is to compensate the landowner not simply for the delay, but for the income the landowner would have received from the land had there been no immediate taking thereof by the government.[24]

 

This principle, however, does not apply to the present case because HLI never lost possession and control of the land; all the incomes that the land generated were appropriated by HLI. No loss of income from the land (that should be compensated by the imposition of interest on the just compensation due) therefore resulted. On the contrary, it is the qualified FWBs who have been denied of income due to HLIs possession and control of the land since 1989. Thus, HLI should pay the qualified FWBs rental for the use and possession of the land up to the time it surrenders possession and control over these lands. The DAR, as the agency tasked to implement agrarian reform laws, shall have the authority to determine the appropriate rental due from HLI to the qualified FWBs. In recognition, however, of any improvements that HLI may have introduced on these lands, HLI is entitled to offset their value from the rents due.

 

Application of the principle of set-off

The consequence of the revocation of the SDP, as I have repeatedly stated, is the restoration of the parties to their respective conditions prior to its execution and approval thus, they are bound to restore whatever they received on account of the SDP. However, this does not prevent the application of the principle of set-off or compensation. The retention, either by the qualified FWBs or the HLI, of some of the benefits received pursuant to the revoked SDP is based on the application of the principle of compensation, not on the misapplication of the operative fact doctrine.

 

DISPOSITIVE PORTION

 

Accordingly, I maintain my vote to DENY HLIs petition and AFFIRM the PARCs Resolution Nos. 2005-32-01 and 2006-34-01 revoking the SDP.

 

The entire 4,915.75 hectares of land are deemed PLACED UNDER COMPULSORY COVERAGE of the CARL AS OF NOVEMBER 21, 1989, and the 6,296 qualified FWBs shall be deemed to have acquired rights over the land as of this date. The DAR shall DISTRIBUTE the land among the 6,296 qualified FWBs, EXCLUDING:

 

a.     the 300 hectares of converted land acquired by LIPCO/RCBC; and

b.     the 80 hectares of land expropriated by the government for the SCTEX.

 

The LRC shall be entitled to prove before the DAR that there was valid transfer of the 200 hectares of converted land. If the DAR finds that LRC is a purchaser in good faith and for value, the 200 hectares of converted land shall likewise be excluded from the land to be distributed among the qualified FWBs.

 

The DAR is ORDERED to determine the amount of just compensation that HLI is entitled to for the entire 4,915.75 hectares of agricultural land, based on the value at the time of taking November 21, 1989, and no interest shall be imposed on this amount. The DAR is FURTHER ORDERED to determine the amount of RENTALS that HLI must pay to the qualified FWBs for the use and possession of the land beginning November 21, 1989, until possession is turned over to the DAR, for distribution (with due adjustment for the portions conveyed to LIPCO/RCBC, the government for the SCTEX, and, if found by the DAR to be a valid transfer, LRC). HLI, however, is entitled to DEDUCT from the rentals due the value of the improvements it made over the land (excluding those sold to LIPCO/RCBC and LRC, if the DAR finds that there was a valid transfer).

 

HLI shall PAY to the FWBs the value of the

 

a.     300 hectares of converted land conveyed to LIPCO/RCBC, based on its November 21, 1989 value, as determined by the DAR; and

b.     if the DAR finds that there was a valid transfer, 200 hectares of converted land conveyed to LRC.

 

HLI shall also PAY the qualified FWBs just compensation received from the government for the 80 hectares of expropriated land for the SCTEX.

 

From the total amount of the proceeds of the sale and the just compensation to be paid by HLI to the qualified FWBs, the DAR shall DEDUCT the P150 million, representing the 3% production share and the aggregate value of the homelots that the qualified FWBs received from HLI. The amount of the 3% production share shall depend on the amount actually received by the FWBs from HLI, to be determined by the DAR.

 

All the FWBs shall return to HLI the 59 million shares of stock. They are, however, entitled to retain all the salaries, wages and other benefits received as employees of HLI.

 

 

 

 

 



[1] The majority ruled that the SDP/Stock Distribution Option Agreement is contrary to law due to the man days method it adopted in computing the number of shares that each FWB shall be entitled to, and the extended period of 30 years to complete the distribution of shares; see July 5, 2011 Decision, pp. 67-72.

[2] The July 5, 2011 Decision, pp. 88-89 referred to the aggregate area of 6,886.5 square meters of individual lots that each FWB is entitled to under the CARP had he or she not opted to stay in HLI as stockholder as among those to be segregated from the 4,915.75 hectares of land (and thus not subject to compulsory land distribution). I believe that the ponencia was referring instead to the homelots of FWBs who opted to remain as stockholders of HLI, as may be apparent from its subsequent statement that the aforementioned area composed of 6,886.5-square meter lots allotted to the FWBs who stayed with the corporation shall form part of the HLI assets.

[3] 308 US 317, 318-319, 60 S. Ct. 317.

[4] In particular, the Act of May 24, 1934 (48 Stat. 798), amending the Bankruptcy Act of July 1, 1898, see Ashton v. Cameron County Water Imp. Dist. No. 1, 298 U.S. 513 (1936).

[5] The void ab initio doctrine declares that an unconstitutional act is not a law; it confers no rights; it imposes no duties; it affords no protection; it creates no office; it is, in legal contemplation, as inoperative as though it had never been passed; infra note 6.

[6] 118 US 425, 442.

[7] No. L-23127, April 29, 1971, 38 SCRA 429.

[8] 93 Phil. 68 (1953).

[9] Id. at 434-435.

[10] Resolution, p. 11.

[11] This is inferable from Section 31 of the CARL, the relevant portion of which declares, If within two (2) years from the approval of this Act, the land or stock transfer envisioned above is not made or realized or the plan for such stock distribution approved by the PARC within the same period, the agricultural land of the corporate owners or corporation shall be subject to the compulsory coverage of this Act.

[12] I have previously declared May 11, 1989 (the date when HLI, TADECO and the qualified FWBs executed the SDOA) as the starting point to reckon the effects of the revocation of the SDP (Separate Concurring and Dissenting Opinion, pp. 38-39). Upon closer study of the CARL and the relevant DAR issuances, I have reconsidered my position and propose that the starting point should be November 21, 1989.

[13] The ponencia (p. 24) said:

the 500-hectare portion of Hacienda Luisita, of which the 200-hectare portion sold to LRC and the 300-hectare portion subsequently acquired by LIPCO and RCBC were part of, was already subject of the August 14, 1996 DAR Conversion Order. By virtue of the said conversion order, the land was already reclassified as industrial/commercial land not subject to compulsory coverage. (emphasis ours)

[14] Conversion from agricultural to industrial land took place on August 14, 1996 through DAR Conversion Order No. 03060174-764-(95).

[15] Supra note 10, at 27, 29.

[16] Sec. 22. Qualified Beneficiaries. - The lands covered by the CARP shall be distributed as much as possible to landless residents of the same barangay, or in the absence thereof, landless residents of the same municipality[.]

[17] Supra note 10, at 47.

[18] Separate Concurring and Dissenting Opinion, pp. 40-41.

[19] Id. at 41.

[20] Supra note 10, at 11.

[21] Id. at 28.

[22] Id. at 32.

[23] The value of the 300-hectare land conveyed to LIPCO/RCBC and the 80-hectare land for SCTEX should not be excluded if the Court is to rule that the FWBs are entitled to the proceeds of these conveyances.

[24] See Apo Fruits Corporation v. Land Bank of the Philippines, G.R. No. 164195, October 12, 2010, 632 SCRA 727. See also Land Bank of the Philippines (LBP) v. Soriano, G.R. Nos. 180772 and 180776, May 6, 2010, 620 SCRA 347, where the Court declared that

The concept of just compensation embraces not only the correct determination of the amount to be paid to the owners of the land, but also payment within a reasonable time from its taking. Without prompt payment, compensation cannot be considered "just" inasmuch as the property owner is made to suffer the consequences of being immediately deprived of his land while being made to wait for a decade or more before actually receiving the amount necessary to cope with his loss.