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Republic of the Philippines SUPREME COURT Manila SECOND DIVISION G.R. No.

134990 April 27, 2000 MANUEL M. LEYSON JR., petitioner, vs. OFF CE OF T!E OM"U#SMAN, T RSO ANT POR#A, C$%ir&%', UCP" %'( C F Oil Mill), %'( OSCAR A. TORRAL"A, Pr*)i(*'+, C F Oil Mill), respondents.

"ELLOS LLO, J.: On !ebruar" #$$% International &o'a(e and &ransport Corporation )I&&C*, a do+estic corporation en(a(ed in the li(htera(e or shippin( business, entered into a one )#*,"ear contract 'ith -e(aspi Oil Co+pan", Inc. )-E./SPI OI-*, .rane0port Manufacturin( Corporation ).R/NE1POR&* and 2nited Coconut Che+icals, Inc. )2NI&ED COCON2&*, co+prisin( the Coconut Industr" Invest+ent !und )CII!* co+panies, for the transport of coconut oil in bul3 throu(h M& &ransasia. &he +a4orit" shareholdin(s of these CII! co+panies are o'ned b" the 2nited Coconut Planters 5an3 )2CP5* as ad+inistrator of the CII!. 2nder the ter+s of the contract, either part" could ter+inate the a(ree+ent provided a three )6*,+onth advance notice 'as (iven to the other part". 7o'ever, in /u(ust #$$%, or prior to the e0piration of the contract, the CII! co+panies 'ith their ne' President, respondent Oscar /. &orralba, ter+inated the contract 'ithout the re8uisite advance notice. &he CII! co+panies en(a(ed the services of another vessel, M& Marila(, operated b" South'est Mariti+e Corporation. On ## March #$$ petitioner Manuel M. -e"son 9r., E0ecutive Vice President of I&&C, filed 'ith public respondent Office of the O+buds+an a (rievance case a(ainst respondent Oscar /. &orralba. &he follo'in( is a su++ar" of the irre(ularities and corrupt practices alle(edl" co++itted b" respondent &orralba: )a* breach of contract , unilateral cancellation of valid and e0istin( contract; )b* bad faith , falsification of docu+ents and reports to stop the operation of M& &ransasia; )c* +anipulation , influenced their insurance to dis8ualif" M& &ransasia; )d* unreasonable denial of re8uire+ent i+posed; )e* double standards and inconsistent in favor of M& Marila(; )f* en(a(ed and entered into a contract 'ith South'est Mariti+e Corp. 'hich is not the o'ner of M& Marila(, 'here liabilities 'ere 'aived and 'hose paid,up capital is onl" P<=>,>>>.>>; and, )(* overpricin( in the frei(ht rate causin( losses of +illions of pesos to Cocoche+.# On < 9anuar" #$$? petitioner char(ed respondent &irso /ntiporda, Chair+an of 2CP5 and CII! Oil Mills, and respondent Oscar /. &orralba 'ith violation of &he /nti,.raft and Corrupt Practices /ct also before the O+buds+an anchored on the afore+entioned alle(ed irre(ularities and corrupt practices. On 6> 9anuar" #$$? public respondent dis+issed the co+plaint based on its findin( that @ &he case is a si+ple case of breach of contract 'ith da+a(es 'hich should have been filed in the re(ular court. &his Office has no 4urisdiction to deter+ine the le(alit" or validit" of the ter+ination of the contract entered into b" CII! and I&&C. 5esides the entities involved are private corporations )over* 'hich this Office has no 4urisdiction.<

On A 9une #$$? reconsideration of the dis+issal of the co+plaint 'as denied. &he O+buds+an 'as uns'a"ed in his findin( that the present controvers" involved breach of contract as he also too3 into account the circu+stance that petitioner had alread" filed a collection case before the Re(ional &rial Court of Manila,5r. #=, doc3eted as Civil Case No. $ ,?66=A. Moreover, the O+buds+an found that the filin( of the +otion for reconsideration on 6# March #$$? 'as be"ond the ine0tendible period of five )=* da"s fro+ notice of the assailed resolution on #$ March #$$?. 6 Petitioner no' i+putes (rave abuse of discretion on public respondent in dis+issin( his co+plaint. 7e sub+its that inas+uch as Philippine Coconut Producers Federation, Inc. )COCOFED* v. PCGGA and Republic v.Sandiganbayan= have declared that the coconut lev" funds are public funds then, confor+abl" 'ith Quimpo v !anodbayan,% corporations for+ed and or(aniBed fro+ those funds or 'hose controllin( stoc3s are fro+ those funds should be re(arded as (overn+ent o'ned andCor controlled corporations. /s in the present case, since the fundin( or controllin( interest of the co+panies bein( headed b" private respondents 'as (iven or o'ned b" the CII! as sho'n in the certification of their Corporate Secretar", it follo's that the" are (overn+ent o'ned andCor controlled corporations. Corollaril", petitioner asserts that respondents /ntiporda and &orralba are public officers sub4ect to the 4urisdiction of the O+buds+an. Petitioner alle(es ne0t that public respondentDs conclusion that his co+plaint refers to a breach of contract is 'hi+sical, capricious and irresponsible a+ountin( to a total disre(ard of its +ain point, i. e., 'hether private respondents violated &he /nti,.raft and Corrupt Practices /ct 'hen the" entered into a contract 'ith South'est Mariti+e Corporation 'hich 'as (rossl" disadvanta(eous to the (overn+ent in (eneral and to the CII! in particular. Petitioner ad+its that his +otion for reconsideration 'as filed out of ti+e. Nonetheless, he advances that public respondent should have rela0ed its rules in the para+ount interest of 4ustice; after all, the dela" 'as 4ust a +atter of da"s and he, a la"+an not a'are of technicalities, personall" filed the co+plaint. Private respondents counter that the CII! co+panies 'ere dul" or(aniBed and are e0istin( b" virtue of the Corporation Code. &heir stoc3holders are private individuals and entities. In addition, private respondents contend that the" are not public officers as defined under &he /nti,.raft and Corrupt Practices /ct but are private e0ecutives appointed b" the 5oards of Directors of the CII! co+panies. &he" asseverate that petitionerDs +otion for reconsideration 'as filed throu(h the e0pert assistance of a learned counsel. &he" then char(e petitioner 'ith foru+ shoppin( since he had si+ilarl" filed a case for collection of a su+ of +one" plus da+a(es before the trial court. &he Office of the Solicitor .eneral +aintains that the O+buds+an approved the reco++endation of the investi(atin( officer to dis+iss the co+plaint because he sincerel" believed there 'as no sufficient basis for the cri+inal indict+ent of private respondents. Ee find no (rave abuse of discretion co++itted b" the O+buds+an. COCOFED v. PCGG referred to in Republic v. Sandiganbayan revie'ed the histor" of the coconut lev" funds. &hese funds actuall" have four )A* (eneral classes: )a* the Coconut Invest+ent !und created under R. /. No. %<%>; ? )b* the Coconut Consu+ers StabiliBation !und created under P. D. No. < %;$ )c* the Coconut Industr" Develop+ent !und created under P. D. No. =?<; #> and, )d* the Coconut Industr" StabiliBation !und created under P. D. No. #?A#. ## &he various la's relatin( to the coconut industr" 'ere codified in #$ %. On <# October of that "ear, P. D. No. $%##< 'as pro+ul(ated. On ## 9une #$ ? it 'as a+ended b" P. D. No. #A%? #6 b" insertin( a ne' provision authoriBin( the use of the balance of the Coconut Industr" Develop+ent !und for the ac8uisition of Fshares of stoc3s in corporations or(aniBed for the purpose of en(a(in( in the establish+ent and operation of industries . . . co++ercial activities and other allied business underta3in(s relatin( to coconut and other pal+ oil indust)ries*.F #A!ro+

this fund thus created, or the CII!, shares of stoc3 in 'hat have co+e to be 3no'n as the FCII! co+paniesF 'ere purchased. Ee then stated in COCO!ED that the coconut lev" funds 'ere raised b" the StateDs police and ta0in( po'ers such that the utiliBation and proper +ana(e+ent thereof 'ere certainl" the concern of the .overn+ent. &hese funds have a public character and are clearl" affected 'ith public interest. Quimpo v. !anodbayan involved the issue as to 'hether PE&ROP7I- 'as a (overn+ent o'ned or controlled corporation the e+plo"ees of 'hich fell 'ithin the 4urisdictional purvie' of the &anodba"an for purposes of &he /nti,.raft and Corrupt Practices /ct. Ee upheld the 4urisdiction of the &anodba"an on the ratiocination that @ Ehile it +a" be that PE&ROP7I- 'as not ori(inall" FcreatedF as a (overn+ent, o'ned or controlled corporation, after it 'as ac8uired b" PNOC, 'hich is a (overn+ent,o'ned or controlled corporation, PE&ROP7I- beca+e a subsidiar" of PNOC and thus shed,off its private status. It is no' funded and o'ned b" the (overn+ent as, in fact, it 'as ac8uired to perfor+ functions related to (overn+ent pro(ra+s and policies on oil, a vital co++odit" in the econo+ic life of the nation. It 'as ac8uired not te+poraril" but as a per+anent ad4unct to perfor+ essential (overn+ent or (overn+ent,related functions, as the +ar3etin( ar+ of the PNOC to assist the latter in sellin( and distributin( oil and petroleu+ products to assure and +aintain an ade8uate and stable do+estic suppl". 5ut these 4urisprudential rules invo3ed b" petitioner in support of his clai+ that the CII! co+panies are (overn+ent o'ned andCor controlled corporations are inco+plete 'ithout resortin( to the definition of F(overn+ent o'ned or controlled corporationF contained in par. )#6*, Sec. <, Introductor" Provisions of the /d+inistrative Code of #$? , i. e., an" a(enc" or(aniBed as a stoc3 or non,stoc3 corporation vested 'ith functions relatin( to public needs 'hether (overn+ental or proprietar" in nature, and o'ned b" the .overn+ent directl" or throu(h its instru+entalities either 'holl", or, 'here applicable as in the case of stoc3 corporations, to the e0tent of at least fift",one )=#* percent of its capital stoc3. &he definition +entions three )6* re8uisites, na+el", first, an" a(enc" or(aniBed as a stoc3 or non,stoc3 corporation; second, vested 'ith functions relatin( to public needs 'hether (overn+ental or proprietar" in nature; and, third, o'ned b" the .overn+ent directl" or throu(h its instru+entalities either 'holl", or, 'here applicable as in the case of stoc3 corporations, to the e0tent of at least fift",one )=#* percent of its capital stoc3. In the present case, all three )6* corporations co+prisin( the CII! co+panies 'ere or(aniBed as stoc3 corporations. &he 2CP5,CII! o'ns AA.#>G of the shares of -E./SPI OI-, $#.<AG of the shares of .R/NE1POR&, and $<.?=G of the shares of 2NI&ED COCON2&. #= Obviousl", the belo' =#G shares of stoc3 in -E./SPI OI- re+oves this fir+ fro+ the definition of a (overn+ent o'ned or controlled corporation. Our concern has thus been li+ited to .R/NE1POR& and 2NI&ED COCON2& as 'e (o bac3 to the second re8uisite. 2nfortunatel", it is in this re(ard that petitioner failed to substantiate his contentions. &here is no sho'in( that .R/NE1POR& andCor 2NI&ED COCON2& 'as vested 'ith functions relatin( to public needs 'hether (overn+ental or proprietar" in nature unli3e PE&ROP7I- in Hui+po. &he Court thus concludes that the CII! co+panies are, as found b" public respondent, private corporations not 'ithin the scope of its 4urisdiction. Eith the fore(oin( conclusion, 'e find it unnecessar" to resolve the other issues raised b" petitioner. / brief note on private respondentsD char(e of foru+ shoppin(. E"ecutive Secretary v. Gordon #% is instructive that foru+ shoppin( consists of filin( +ultiple suits involvin( the sa+e parties for the sa+e cause of action, either si+ultaneousl" or successivel", for the purpose of

obtainin( a favorable 4ud(+ent. It is readil" apparent that the present char(e 'ill not prosper because the cause of action herein, i. e., violation of &he /nti,.raft and Corrupt Practices /ct, is different fro+ the cause of action in the case pendin( before the trial court 'hich is collection of a su+ of +one" plus da+a(es. E7ERE!ORE, the petition is DISMISSED. &he Resolution of public respondent Office of the O+buds+an of 6> 9anuar" #$$? 'hich dis+issed the co+plaint of petitioner Manuel M. -e"son 9r., as 'ell as its Order of A 9une #$$? den"in( his +otion for reconsideration, is /!!IRMED. Costs a(ainst petitioner.
#$%phi# n&t

SO ORDERED. 'endo(a) Quisumbing) *uena and De +eon) ,r ) ,, ) concur Foo+'o+*) # Rollo, pp. <#,<<. < Resolution of .raft Investi(ation Officer II David 5. CorpuB approved b" Director /n(el C. Ma"oral(o, /ssistant o+buds+an /belardo -. /portadera and O+buds+an /niano /. Desierto; Rollo, p. <<. 6 Rollo, pp. =%,= . A ..R. No. = #6, < October #$?$, # ? SCR/ <6%. = ..R. No. $%> 6, #% !ebruar" #$$6, En *anc Resolution. % ..R. No. <==6, < Dece+ber #$?%, #A% SCR/ #6 . /nne0es FI,F F-F to F-,#,F and FMF to FM,#F of Petition; Rollo, pp. ?>,?A. ? Effective #$ 9une #$ #. $ Effective <> /u(ust #$ 6. #> Effective #A Nove+ber #$ A. ## Effective < October #$?#. #< Coconut Industr" Code. #6 Revised Coconut Industr" Code. #A Sec. $, PD No. #A%?. #= See Note . #% ..R. No. #6A# #, #? Nove+ber #$$?, <$? SCR/ 6%.