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Sandiganbayan
G.R. No. 128606, December 4, 2000
Facts:
Eastern Telecommunications Philippines, Inc. (ETPI) was one of the corporations
sequestered by the Presidential Commission on Good Government. Among its stockholders
were Roberto S. Benedicto and Universal Molasses Corporation (UNIMOLCO).
PCGG and Benedicto entered into a compromise agreement whereby Benedicto ceded to
the Government 204,000 shares of stock in EPTI, representing his 51% equity. The other 49%
were released from sequestration to Benedicto and UNIMOLCO. Government withdrew the
cases filed against Benedicto.
President and Chairman of the Board of ETPI received a written notice from
UNIMOLCO offering to sell its 49% or 196,000 shares of stock. Petitioner through PCGG filed a
motion. Sandiganbayan issued a resolution authorizing the entry in the Stock and Transfer
Book of EPTI of the transfer of ownership of the shares of stock to petitioner and to be taken
out of the shareholdings of UNIMOLCO.
PCGG issued a Resolution enjoining all stockholders of ETPI from selling shares of stock
therein without the written conformity of the PCGG. However, UNIMOLCO and SMART
Communications executed a Deed of Absolute Sale whereby UNIMOLCO sold its 196,000
shares of stock in ETPI to SMART.
Petitioner filed with the Sandiganbayan a Motion to Cite defendant Benedicto and the
parties to the sale of UNIMOLCO shares in EPTI in Contempt of Court and to rescind and
annul the sale. Petitioner argued that it has the right of first refusal as stated in the Articles of
Incorporation of ETPI. This right shall be exercised for a period of 30 days from receipt of the
written offer to sell. If the Corporation shall fail to refuse, the Secretary of the Corporation
shall transmit by registered mail. Sandiganbayan denied petitioner's motion.
Issue:
Whether or not PCGG has actually been informed of the intended sale.
Held:
YES. The purpose of the notice is to give the stockholders knowledge of the intended
sale of shares of stock of the corporation, in order that they may exercise their preemptive
right. In the case at bar, the PCGG had actual knowledge of UNIMOLCO's offer to sell its shares
of stock as shown by the fact that it issued a resolution enjoining the sale. In that case, PCGG
had no more authority to enjoin the Sale. Petitioner's right of first refusal was not exercised.
Moreover, petitioner sought the offsetting of the price of the shares of stock with assets
of Respondent Benedicto whom it claimed was indebted to it. Benedicto was only a
stockholder of UNIMOLCO, while he may be the majority stockholder, UNIMOLCO cannot be
said to be liable for Benedicto's supposed obligations to petitioner. Benedicto and UNIMOLCO
are separate and distinct persons. Hence, there is no valid setoff. Moreover, they are not
principal debtors and creditors of each other.
Although Benedicto owned the UNIMOLCO, mere majority of ownership of stocks of a
corporation is not per se a cause for piercing the corporate veil. There was no evidence that
UNIMOLCO's corporate entity was used by the respondent Benedicto to commit fraud, or to do
wrong on petitioner. Neither was it shown that the corporate entity was merely a farce used as
an alter ego, business conduit or instrumentality of a person or another entity or that piercing
the corporation fiction is necessary. Failure to substantiate by clear and convincing evidence
that UNIMOLCO's corporate veil must be pierced, hence the Petition is denied. The decision of
the Sandiganbayan which upheld the sale by UNIMOLCO of its shares of stock in EPTI to
SMART is valid and did not violated the preemptive right of petitioner as stockholder of EPTI.