Republic of the
Supreme Court
|
LISAM ENTERPRISES, INC.
represented by LOLITA A. SORIANO, and LOLITA A. SORIANO, Petitioners, - versus - BANCO DE ORO UNIBANK, INC.
(formerly PHILIPPINE COMMERCIAL INTERNATIONAL BANK),* LILIAN S. SORIANO, ESTATE OF LEANDRO
A. SORIANO, JR., REGISTER OF DEEDS OF LEGASPI CITY, and JESUS L. SARTE, Respondents. |
G.R. No. 143264
Present:
VELASCO, JR., J., Chairperson,
PERALTA, ABAD, PERLAS-BERNABE, JJ.
Promulgated: April 23, 2012 |
x-----------------------------------------------------------------------------------------x
PERALTA, J.:
This resolves
the Petition for Review on Certiorari under Rule 45 of the Rules of Court, praying that the Resolution[1]
of the Regional Trial Court of Legaspi City (RTC), dated November 11, 1999, dismissing
petitioners complaint, and its Order[2] dated May 15, 2000, denying herein
petitioners Motion for Reconsideration and Motion to Admit Amended Complaint,
be reversed and set aside.
The records
reveal the following antecedent facts.
On
4.
Sometime in 1993, plaintiff LEI, in
the course of its business operation, acquired by purchase a parcel of
residential land with improvement situated at Legaspi City, covered by Transfer
Certificate of Title No. 37866, copy attached as Annex A, which property is
more particularly described as follows:
x x x x
5.
On or about 28 March 1996, defendant
Lilian S. Soriano and the late Leandro A. Soriano, Jr., as husband and wife
(hereafter Spouses Soriano), in their personal capacity and for their own use
and benefit, obtained a loan from defendant PCIB (Legaspi Branch) (now known as
Banco de Oro Unibank, Inc.) in the total amount of P20 Million;
6.
That as security for the payment of
the aforesaid credit accommodation, the late Leandro A. Soriano, Jr. and
defendant Lilian S. Soriano, as president and treasurer, respectively of
plaintiff LEI, but without authority and consent of the board of said plaintiff
and with the use of a falsified board resolution, executed a real estate
mortgage on 28 March 1996, over the above-described property of plaintiff LEI
in favor of defendant PCIB, and had the same registered with the Office of the
Registry of Deeds, Legaspi City, copy of the Real Estate Mortgage is hereto
attached and marked as Annex B, and made part hereof, to the prejudice of
plaintiffs;
7.
That specifically, the Spouses
Soriano, with intent to defraud and prejudice plaintiff LEI and its
stockholders, falsified the signatures of plaintiff Lolita A. Soriano as
corporate secretary and director of plaintiff LEI, in a document denominated as
board resolution purportedly issued by the board of plaintiff LEI on 6 November
1995, making it appear that plaintiff LEI's Board met and passed a board
resolution on said date authorizing the Spouses Soriano to mortgage or encumber
all or substantially all of the properties of plaintiff LEI, when in fact and
in truth, no resolution of that nature was ever issued by the board of
plaintiff LEI, nor a meeting was called to that effect, copy of the resolution
in question is hereto attached and marked as Annex C, and made part hereof;
8.
That plaintiff Lolita A. Soriano as
Corporate Secretary of plaintiff LEI, had never signed a board resolution nor
issued a Secretary's Certificate to the effect that on 6 November 1995 a
resolution was passed and approved by plaintiff LEI authorizing the Spouses
Soriano as president and treasurer, respectively, to mortgage the
above-described property of plaintiff LEI, neither did she appear personally
before a notary public on 28 March 1996 to acknowledge or attest to the
issuance of a supposed board resolution issued by plaintiff LEI on 6 November
1995;
9.
That defendant PCIB, knowing fully
well that the property being mortgaged by the Spouses Soriano belongs to
plaintiff LEI, a corporation, negligently and miserably failed to exercise due
care and prudence required of a banking institution. Specifically, defendant PCIB failed to
investigate and to delve into the propriety of the issuance of or due execution
of subject board resolution, which is the very foundation of the validity of
subject real estate mortgage. Further,
it failed to verify the genuineness of the signatures appearing in said board
resolution nor to confirm the fact of its issuance with plaintiff Lolita A.
Soriano, as the corporate secretary of plaintiff LEI. Furthermore, the height of its negligence was
displayed when it disregarded or failed to notice that the questioned board
resolution with a Secretary's Certificate was notarized only on
10.
That having been executed without authority
of the board of plaintiff LEI said real estate mortgage dated
11.
Worst, sometime in August 1998, in
order to remedy the defects in the mortgage transaction entered by the Spouses
Soriano and defendant PCIB, the former, with the unlawful instigation of the
latter, signed a document denominated as Deed of Assumption of Loans and
Mortgage Obligations and Amendment of Mortgage; wherein in said document,
plaintiff LEI was made to assume the P20 Million personal indebtedness
of the Spouses Soriano with defendant PCIB, when in fact and in truth it never
so assumed the same as no board resolution duly certified to by plaintiff
Lolita A. Soriano as corporate secretary was ever issued to that effect, copy
of said Deed is hereto attached and marked as Annex D, and made part hereof;
12.
Moreover, to make it appear that
plaintiff LEI had consented to the execution of said deed of assumption of
mortgage, the Spouses Soriano again, through the unlawful instigation and
connivance of defendant PCIB, falsified the signature of plaintiff Lolita A.
Soriano as corporate secretary of plaintiff LEI in a document denominated as
Corporate Resolution to Borrow, to make it appear that plaintiff LEI so
authorized the Spouses Soriano to perform said acts for the corporation, when
in fact and in truth no such authority or resolution was ever issued nor
granted by plaintiff LEI, nor a meeting called and held for said purpose in
accordance with its By-laws; copy of which is hereto attached and marked as
Annex E and made part hereof;
13.
That said irregular transactions of
defendant Lilian S. Soriano and her husband Leandro A. Soriano, Jr., on one hand,
and defendant PCIB, on the other, were discovered by plaintiff Lolita A.
Soriano sometime in April 1999. That
immediately upon discovery, said plaintiff, for herself and on behalf and for
the benefit of plaintiff LEI, made demands upon defendants Lilian S. Soriano
and the Estate of Leandro A. Soriano, Jr., to free subject property of
plaintiff LEI from such mortgage lien, by paying in full their personal
indebtedness to defendant PCIB in the principal sum of P20 Million. However, said defendants, for reason only
known to them, continued and still continue to ignore said demands, to the
damage and prejudice of plaintiffs;
14.
Hence, on 25 June 1999, plaintiffs
commenced a derivative suit against defendants Lilian S. Soriano and the Estate
of Leandro A. Soriano, Jr., before the Securities and Exchange Commission,
docketed as SEC Case No. 06-99-6339 for Fraudulent Scheme and Unlawful
Machination with Damages in order to protect and preserve the rights of
plaintiffs, copy of said complaint is hereto attached as AnnexF;
15.
That plaintiffs, in order to seek
complete relief from the unauthorized mortgage transaction between the Spouses
Soriano and defendant PCIB, were further compelled to institute this instant
case to seek the nullification of the real estate mortgage dated P100,000.00
as and for attorney's fee;
16.
That unfortunately, the plaintiffs
learned that on 30 July 1999, defendant Sarte, in his capacity as Notary Public
of Daraga, Albay and upon application of defendant PCIB, issued a notice of
Auction/Foreclosure Sale of the property subject of the mortgage in question
and has set the auction sale on 7 September 1999 x x x;
17.
That by reason of the fraudulent and
surreptitious schemes perpetrated by defendant Lilian S. Soriano and her
husband, the late Leandro A. Soriano, Jr., in unlawful connivance and through
the gross negligence of defendant PCIB, plaintiff Lolita A. Soriano, as stockholder,
suffered sleepless nights, moral shock, wounded feeling, hurt pride and similar
injuries, hence, should be awarded moral damages in the amount of P200,000.00.
After service
of summons on all defendants, the RTC issued a temporary restraining order on
August 25, 1990 and, after hearing, went on to issue a writ of preliminary
injunction enjoining respondent PCIB (now known as Banco de Oro Unibank, Inc.)
from proceeding with the auction sale of the subject property.
Respondents Lilian S. Soriano and the Estate of Leandro
A. Soriano, Jr. filed an Answer dated September 25, 1999, stating that the
Spouses Lilian and Leandro Soriano, Jr. were duly authorized by LEI to mortgage
the subject property; that proceeds of the loan from respondent PCIB were for
the use and benefit of LEI; that all notarized documents submitted to PCIB by
the Spouses Soriano bore the genuine signature of Lolita Soriano; and that
although the Spouses Soriano indeed received demands from petitioner Lolita
Soriano for them to pay the loan, they gave satisfactory explanations to the
latter why her demands could not be honored.
It was, likewise, alleged
in said Answer that it was respondent Lilian Soriano who should be entitled to
moral damages and attorney's fees.
On
On
13. That said irregular transactions of defendant
Lilian S. Soriano and her husband Leandro A. Soriano, Jr., on one hand, and
defendant PCIB, on the other, were discovered by plaintiff Lolita A. Soriano
sometime in April 1999. That immediately
upon discovery, said plaintiff, for herself and on behalf and for the benefit of
plaintiff LEI, made demands upon defendant Lilian S. Soriano and the Estate of
Leandro A. Soriano, Jr., to free subject property of plaintiff LEI from such
mortgage lien, by paying in full their personal indebtedness to defendant PCIB
in the principal sum of P20 Million.
However, said defendants, for reason only known to them, continued and
still continue to ignore said demands, to the damage and prejudice of
plaintiffs; that plaintiff Lolita A. Soriano likewise made demands upon the
Board of Directors of Lisam Enterprises, Inc., to make legal steps to protect
the interest of the corporation from said fraudulent transaction, but
unfortunately, until now, no such legal step was ever taken by the Board,
hence, this action for the benefit and in behalf of the corporation;
On
Petitioners
filed the present petition with this Court, alleging that what are involved are
pure questions of law, to wit:
FIRST,
WHETHER OR NOT THE COURT COMMITTED A REVERSIBLE ERROR WHEN IT DISMISSED THE
ACTION ON THE GROUND THAT PETITIONER LOLITA A. SORIANO HAS NO LEGAL CAPACITY TO
SUE AS SHE IS NOT A REAL PARTY-IN-INTEREST;
SECOND,
WHETHER OR NOT THE COURT COMMITTED A REVERSIBLE ERROR WHEN IT DISMISSED THE
ACTION ON THE GROUND THAT THERE IS ANOTHER ACTION PENDING BETWEEN THE SAME
PARTIES FOR THE SAME CAUSE;
THIRD,
WHETHER OR NOT THE COURT COMMITTED A REVERSIBLE ERROR WHEN IT DISMISSED THE
ACTION ON THE GROUND THAT THE COMPLAINT STATES NO CAUSE OF ACTION;
FOURTH,
WHETHER OR NOT THE COURT COMMITTED A REVERSIBLE ERROR WHEN IT DENIED THE
ADMISSION OF PETITIONERS' AMENDED COMPLAINT FILED AS A MATTER OF RIGHT, AFTER
THE ORDER OF DISMISSAL WAS ISSUED BUT BEFORE ITS FINALITY.
FIFTH,
WHETHER OR NOT THE COURT ERRED IN DISMISSING THE ACTION, INSTEAD OF MERELY
SUSPENDING THE SAME FOLLOWING THE DOCTRINE LAID DOWN IN UNION GLASS. [3]
The petition is impressed
with merit.
The
Court shall first delve into the matter of the propriety of the denial of the
motion to admit amended complaint.
Pertinent provisions of Rule 10 of the Rules of Court provide as
follows:
Sec. 2. Amendments
as a matter of right. − A party may amend his pleadings once as a matter
of right at any time before a responsive pleading is served x
x x.
Sec.
3. Amendments by leave of court. − Except as provided in the next preceding section,
substantial amendments may be made only upon leave of court. But such leave may be refused if it appears
to the court that the motion was made with intent to delay. x x x
It should be noted that respondents Lilian
x x x [A]fter petitioners have filed their answer,
Section 3, Rule 10 of the Rules of Court specifically allows amendment by leave
of court. The said Section states:
SECTION
3. Amendments by leave of court. -
Except as provided in the next preceding section, substantial amendments may be
made only upon leave of court. But such leave may be refused if it appears to
the court that the motion was made with intent to delay. Orders of the court upon the matters provided in
this section shall be made upon motion filed in court, and after notice to the
adverse party, and an opportunity to be heard.
This
Court has emphasized the import of Section 3, Rule 10 of the 1997 Rules of
Civil Procedure in Valenzuela v. Court of
Appeals, thus:
Interestingly,
Section 3, Rule 10 of the 1997 Rules of Civil Procedure amended the former rule
in such manner that the phrase "or that the cause of action or defense is
substantially altered" was stricken-off and not retained in the new rules.
The clear import of such amendment in Section 3, Rule 10 is that under the new
rules, "the amendment may (now) substantially alter the cause of action or
defense." This should only be true, however, when despite a substantial
change or alteration in the cause of action or defense, the amendments sought
to be made shall serve the higher interests of substantial justice, and prevent
delay and equally promote the laudable objective of the rules which is to
secure a "just, speedy and inexpensive disposition of every action and
proceeding.
The
granting of leave to file amended pleading is a matter particularly addressed
to the sound discretion of the trial court; and that discretion is broad,
subject only to the limitations that the amendments should not substantially
change the cause of action or alter the theory of the case, or that it was not
made to delay the action. Nevertheless, as enunciated in Valenzuela, even if the amendment substantially alters the cause of
action or defense, such amendment could still be allowed when it is sought to
serve the higher interest of substantial justice, prevent delay, and secure a
just, speedy and inexpensive disposition of actions and proceedings.
The courts
should be liberal in allowing amendments to pleadings to avoid a multiplicity
of suits and in order that the real controversies between the parties are
presented, their rights determined, and the case decided on the merits without
unnecessary delay. This liberality is greatest in the early stages of a
lawsuit, especially in this case where the amendment was made before the trial
of the case, thereby giving the petitioners all the time allowed by law to
answer and to prepare for trial.
Furthermore, amendments
to pleadings are generally favored and should be liberally allowed in
furtherance of justice in order that every case, may so far as possible, be
determined on its real facts and in order to speed up the trial of the case or
prevent the circuitry of action and unnecessary expense. That is, unless there
are circumstances such as inexcusable delay or the taking of the adverse party
by surprise or the like, which might justify a refusal of permission to amend.[5]
Since,
as explained above, amendments are generally favored, it would have been more
fitting for the trial court to extend such liberality towards petitioners by
admitting the amended complaint which was filed before the order dismissing the
original complaint became final and executory.
It is quite apparent that since trial proper had not yet even begun,
allowing the amendment would not have caused any delay. Moreover, doing
so would have served the higher
interest of justice as this would provide the best opportunity for the issues
among all parties to be thoroughly threshed out and the rights of all parties
finally determined. Hence, the Court
overrules the trial court's denial of the motion to admit the amended
complaint, and orders the admission of the same.
With
the amendment stating that plaintiff Lolita A. Soriano
likewise made demands upon the Board of Directors of Lisam Enterprises, Inc.,
to make legal steps to protect the interest of the corporation from said
fraudulent transaction, but unfortunately, until now, no such legal step was
ever taken by the Board, hence, this action for the benefit and in behalf of
the corporation, does the amended complaint now sufficiently state a cause of
action? In Hi-Yield Realty,
Incorporated v. Court of Appeals,[6]
the Court enumerated the requisites for filing a derivative suit, as
follows:
a) the party bringing the suit should be a
shareholder as of the time of the act or transaction complained of, the number
of his shares not being material;
b)
he has tried to exhaust intra-corporate remedies, i.e., has made a demand on the board of directors for the
appropriate relief but the latter has failed or refused to heed his plea; and
c)
the cause of action actually devolves on the corporation, the wrongdoing
or harm having been, or being caused to the corporation and not to the
particular stockholder bringing the suit.[7]
A
reading of the amended complaint will reveal that all the foregoing requisites
had been alleged therein. Hence, the
amended complaint remedied the defect in the original complaint and now
sufficiently states a cause of action.
Respondent PCIB should not complain
that admitting the amended complaint after they pointed out a defect in the
original complaint would be unfair to them.
They should have been well aware that due to the changes made by the
1997 Rules of Civil Procedure, amendments may now substantially alter the cause
of action or defense. It should not have
been a surprise to them that petitioners would redress the defect in the
original complaint by substantially amending the same, which course of action
is now allowed under the new rules.
The next question then is, upon
admission of the amended complaint, would it still be proper for the trial
court to dismiss the complaint? The
Court answers in the negative.
Saura v. Saura, Jr.[8] is
closely analogous to the present case.
In Saura,[9]
the petitioners therein, stockholders of a corporation, sold a disputed real
property owned by the corporation, despite the existence of a case in the
Securities and Exchange Commission (SEC) between stockholders for annulment of
subscription, recovery of corporate assets and funds, etc. The sale was done without the knowledge of
the other stockholders, thus, said stockholders filed a separate case for
annulment of sale, declaration of nullity of deed of exchange, recovery of
possession, etc., against the stockholders
who took part in the sale, and the buyer of the property, filing said
case with the regular court (RTC).
Petitioners therein also filed a motion to dismiss the complaint for
annulment of sale filed with the RTC, on the ground of forum shopping, lack of
jurisdiction, lack of cause of action, and litis pendentia among
others. The Court held that the
complaint for annulment of sale was properly filed with the regular court,
because the buyer of the property had no intra-corporate relationship with the
stockholders, hence, the buyer could not be joined as party-defendant in the
SEC case. To include said buyer as a
party-defendant in the case pending with the SEC would violate the then
existing rule on jurisdiction over intra-corporate disputes. The Court also struck down the argument that
there was forum shopping, ruling that the issue of recovery of corporate assets
and funds pending with the SEC is a totally different issue from the issue of
the validity of the sale, so a decision in the SEC case would not amount to res
judicata in the case before the regular court. Thus, the Court merely ordered the suspension
of the proceedings before the RTC until the final outcome of the SEC case.
The foregoing pronouncements of the
Court are exactly in point with the issues in the present case. Here, the complaint is for annulment of
mortgage with the mortgagee bank as one of the defendants, thus, as held in Saura,[10]
jurisdiction over said complaint is lodged with the regular courts because the
mortgagee bank has no intra-corporate relationship with the stockholders. There can also be no forum shopping, because
there is no identity of issues. The issue being threshed out in the SEC case is
the due execution, authenticity or validity of board resolutions and other
documents used to facilitate the execution of the mortgage, while the issue in
the case filed by petitioners with the RTC is the validity of the mortgage itself
executed between the bank and the corporation, purportedly represented by the
spouses Leandro and Lilian Soriano, the President and Treasurer of petitioner
LEI, respectively. Thus, there is no
reason to dismiss the complaint in this case.
IN VIEW OF THE FOREGOING, the Resolution of the Regional
Trial Court of Legaspi City, Branch 4,
dated November 11, 1999, dismissing petitioners complaint in Civil Case
No. 9729, and its Order dated May 15,
2000, denying herein petitioners Motion for Reconsideration and Motion to
Admit Amended Complaint, are hereby REVERSED and SET ASIDE. The
Considering
further, that this case has been pending for some time and, under R.A. No.
8799, it is now the regular courts which have jurisdiction over intra-corporate
disputes, the
SO
ORDERED.
DIOSDADO
M. PERALTA
Associate Justice
WE CONCUR:
PRESBITERO J. VELASCO, JR.
Associate Justice
Chairperson
ROBERTO A. ABAD JOSE CATRAL
Associate Justice
Associate Justice
ESTELA M.
PERLAS-BERNABE
Associate Justice
ATTESTATION
I attest 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 Courts Division.
PRESBITERO
J. VELASCO, JR.
Associate Justice
Third Division, Chairperson
CERTIFICATION
Pursuant to Section 13, Article VIII of the
Constitution and the Division Chairpersons 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 Courts Division.
RENATO C. CORONA
Chief Justice
* Per
Manifestation dated
[1] Penned by Judge Gregorio A. Consulta.
[2]
[3] Rollo, p. 5.
[4] G.R. No. 151932,
[5]
[6] G.R. No. 168863,
[7]
[8] G.R. No. 136159,
[9] Supra.
[10] Supra.