G.R. No. 93417. September 14, 1993
CONSTANCIO T. BAGUIO, PETITIONER, VS. COURT OF APPEALS (FOURTEENTH DIVISION), LAS PALMAS INTERNATIONAL MANPOWER CORPORATION, SPOUSES DONALDO PALMA AND CONSUELO P. PALMA AND CYNT…
QUIASON, J.:
This is an appeal by certiorari under Rule 45 of the
Revised Rules of Court to review the decision of the Court of Appeals in
CA-G.R. CV No. 09806, reversing the decision of the Regional Trial Court,
Branch 39, Manila, and dismissing the complaint in Civil Case No. 83-21928.
The complaint in Civil Case No. 83-21928 was filed by petitioner
against private respondents to collect a sum of money. In substance, the complaint alleged that
respondents Donaldo Palma and Consuelo P. Palma, being officers of respondent
Las Palmas International Corporation sold to petitioner 600 shares of stock of
said corporation. However, said
respondents neither delivered the shares nor returned the payment to him. Petitioner prayed for the refund of the
amount of P60,000.00 which he allegedly paid for the shares, together with
various sums representing moral and other damages.
In their answer with counter-claim, respondents Palmas claimed
that petitioner failed to pay for said shares. As affirmative defense, they alleged that there was no receipt issued to
prove payment.
After trial, the trial court ruled in favor of petitioner and
ordered private respondents jointly and severally, to refund petitioner the
amounts of P60,000.00 representing the purchase price paid for the shares, with
legal interest; P20,000.00 as exemplary damages and P10,000.00 as attorney’s
fees and costs (Rollo, p. 68).
The Court of Appeals found that petitioner had been engaged in
the business of labor recruitment in Saudi Arabia. When he returned to the Philippines, he opened an office at the
Sotto Yuvienco Building at General Luna Street, Ermita, Manila.
Respondent Donaldo Palma was the president of respondent Las
Palmas; his wife, respondent Consuelo Palma, was the vice-president and
treasurer; and respondent Cynthia G. Calapre was the corporate secretary. Respondents Palmas were also officers of
Masters & Mates Association of the Philippines, a sublessee of a portion of
the office space leased by petitioner.
In the early part of April 1982, petitioner saw respondent
Donaldo Palma to collect his 25% share in the profits earned by respondents
Palmas when they sent 21 workers to Saudi Arabia.
Instead of paying petitioner, respondents Palmas offered to sell
to him 600 shares of stock of respondent Las Palmas for P60,000.00 and to make
him a director and vice-president of the corporation.
As to the subsequent events, the trial court accepted as true the
version of petitioner. According to the
trial court, respondents Palmas went to the office of petitioner on July 8,
1982 at 7:00 P.M., where petitioner handed the amount of P60,000.00 in
P100.00-bills to them in the presence of Jose Baldeo, Jr., a security guard of
the building. Respondents Palmas, in
turn delivered to petitioner a copy of the Board Resolution No. 001, series of
1982 of respondent corporation (Exh. A) and the secretary’s certificate (Exh.
B). When petitioner asked for a
receipt, respondents Palmas assured him that the board resolution and the
secretary’s certificate were better evidence of payment than an ordinary
receipt. He was likewise told that the
stock certificate would be issued in December 1982, after the board
meeting. Respondents Palmas used the
money to pay their employees, whose salaries had not been paid for several
months.
As December 1982 came and no certificate of stock was issued to
him, petitioner became suspicious of respondents Palmas. Sometime in May 1983, petitioner inquired
from the Securities and Exchange Commission about the legal personality of
respondent corporation. He discovered
that the board resolution (Exh. A) and secretary’s certificate (Exh. B) were
not recorded with said office. Moreover, the corporate secretary listed in the SEC records was a
certain Anabelle Acapulco and not respondent Calapre.
Petitioner, having lost his patience, ejected Master and Mates
Association of the Philippines, the agency owned by respondents Palmas.
On the other hand, the Court of Appeals held that the board
resolution (Exh. A) and secretary’s certificate (Exh. B) did not attest that
petitioner had paid the purchase price of P60,000.00. It also held that petitioner’s witness, Jose Baldea Jr., did not
actually see the payment of P60,000.00 to respondents Palmas and what was
actually witnessed by him was petitioner’s act of counting the peso-bills. According to the said court, if on July 8,
1982 when petitioner allegedly paid respondents Palmas, why did he not insist
that his unpaid 20%-25% commission for sending 21 overseas contract workers to
Saudi Arabia, should serve as his payment for the shares, subject to adjustment
if the commission was less than the value of the shares of stocks?
The pivotal issue in this appeal is a question of fact, i.e.,
whether on July 8, 1982, petitioner actually paid respondent Palmas the sum of
P60,000.00, the price of the shares of stock sold to him.
Considering the large amount of the money alleged to have been
paid and the absence of a receipt to evidence the payment by petitioner to
respondents, petitioner should have presented at least convincing evidence as
to the source of the money. If the
money was withdrawn from his bank deposits, he could easily have secured a
certification to that effect. Evidence
of this nature could have bolstered petitioner’s claim that such a big sum of
money passed hands on July 8, 1982.
Petitioner argues that the Court of Appeals failed to appreciate
the finding of the trial court that his witness, Jose Baldea Jr., actually saw
payment made to respondents-spouses. If
payment ever took place, Baldea, Jr. was no longer in the office of petitioner. A perusal of the transcript of stenographic
notes supports this conclusion, thus,
“ATTY.
BAGUIO At about that time between 6:30
to 7:00 o’clock (sic) in the evening, on July 8, 1982, after you parked the car
of Constancio Baguio, inside the compound of Sotto Yuvienco Building, what did
you do next.
A I went upstairs to
return the key of Mr. Constancio Baguio, sir.
Q Did you see
Constancio Baguio inside the office.
A Yes sir.
Q
What was
Constancio Baguio doing when you entered his office to return the key of his
car.
A He was counting
money in hundred Peso bills and I joked him that “Marami ka palang pera
boss, maggood time tayo sa labas” which, if translated in English would mean you have plenty of money
boss, let’s have a goodtime outside.
Q And what did Constancio Baguio tell you, in
answer to you joke.
A He answered that he
was going to use the money to pay Mr. Donaldo and Consuelo Palma.
Q How long did you
stay inside the office of Constancio Baguio.
A About 2 to 3
minutes, sir.
Q And after that,
where did you go.
A
While I was
going down, I met the Spouses Donaldo and Consuelo Palma on the way to the
office, in the stairway going to the office of Mr. Constancio Baguio.
Q Before you left the
office of Constancio Baguio, did Mr. Baguio tell you anything.
A Yes sir.
Q What did he tell
you.
A He instructed me
that if the Spouses Palma comes, to send them upstairs to his office, but if other persons would come, not to send
them in.
Q You said you met the
Palmas, the spouses at the stairway as they were going up to the office of
Constancio Baguio. When you met, did
you say anything.
A I greeted them Good
Evening, sir.
Q What else, if any.
A They asked me if
Mr. Constancio Baguio was there, and I answered he was, and that there was
instruction for me to let them in.
Q From the stairway,
where did you proceed.
A I went back to my
post, sir.
Q After that time,
when you met spouses Donaldo and Consuelo Palma, in the stairway, leading to
the office of Constancio Baguio, after that, did you see again the Spouses
Donaldo and Carmen Palma that same evening of July 8, 1982.
A Yes sir.
Q Where.
A Upstairs and when
they were about to leave.
Q You mean leaving the
premises of Sotto Yuvienco Building.
A Yes sir.”
(TSN,
16 April 1984, pp. 11-13).
The testimony of Joaquin Versoza, petitioner’s witness, that respondent
Consuelo Palma told him that the payment of the back wages of the employees of
respondent corporation was drawn from the money paid by petitioner is
hearsay. Hearsay evidence whether
objected to or not, has no probative value unless the proponent can show that
the evidence falls within the exceptions to the hearsay rule (People vs.
Nebreja, 203 SCRA 45 [1991]).
Petitioner cites another erroneous finding of fact of the
appellate court in holding that the board resolution. (Exh. A) and the secretary’s certificate (Exh. B) do not make any
reference to the receipt of P60,000.00.
The board resolution (Exh. A) is reproduced as follows:
BOARD RESOLUTION NO. 001
Series of 1982 –
——————————————-
RESOLVED, as it is hereby resolved, that
MR. CONSTANCIO BAGUIO be accepted as a stockholder with Six Hundred (600)
shares. Such shares were taken from the
shares of CAPT. DONALDO V. PALMA.
RESOLVED FURTHER, that MR. CONSTANCIO
BAGUIO is the elected Director which complete (sic) the Board and also become
(sic) the VICE?PRESIDENT/INTERNATIONAL of LAS PALMAS INTERNATIONAL
MANPOWER CORPORATION effective on the date stated.”
The secretary’s certificate (Exh. B) is reproduced as follows:
SECRETARY’S CERTIFICATE
——————————————
TO WHOM IT MAY CONCERN:
The undersigned, of legal age, Filipino, with postal address at
1615 Pedro Gil St., Paco, Metro-Manila, Corporate Secretary of LAS PALMAS
INTERNATIONAL MANPOWER CORPORATION, with offices at Room 701-702 Don Santiago
Building, 1344 Taft Avenue, Metro-Manila, do (sic) hereby certify:
THAT,
In the Special Meeting of the Board of
Directors of the LAS PALMAS INTERNATIONAL MANPOWER CORPORATION held on June 28,
1982 the following resolutions was (sic) adopted:
BOARD RESOLUTION NO. 001
Series of 1982
——————————————–
RESOLVED, as it is hereby resolved, that
MR. CONSTANCIO BAGUIO was accepted as stockholder with Six Hundred (600) shares
which represents P60,000.00. Such
shares of MR. CONSTANCIO BAGUIO were taken from the shares of CAPT. DONALDO V.
PALMA.
RESOLVED FURTHER, that MR. CONSTANCIO
BAGUIO has been accepted as member of the Board of Directors of LAS PALMAS
INTERNATIONAL MANPOWER CORPORATION which complete the Board and also become the
VICE PRESIDENT/INTERNATIONAL of above firm effective as of June 28, 1992.
IN WITNESS WHEREOF, I have hereunto
affixed my signature this of July 1982.
(SGD.) CYNTHIA G. CALAPRE
Corporate
Secretary”
(Rollo, pp. 69-70)
Indeed, the board resolution (Exh. A), contains no reference to
the purchase price, much less its receipt by respondents Palmas. If at all, it is the secretary’s certificate
(Exh. “B”), which makes mention of the purchase price. This, notwithstanding, said secretary’s
certificate fails to acknowledge receipt of the purchase price. In fact, it limits itself to the phrase
“Mr. CONSTANCIO BAGUIO was accepted as stockholder with Six Hundred (600)
shares which represents P60,000.00.” A statement that the 600 shares of
stock are worth P60,000.00 is different from a statement that petitioner had
paid the P60,000.00 to respondents spouses.
Besides, the board resolution (Exh. A) was an act of the
corporation and not of respondents Palmas. The corporation had nothing to do with the business transactions between
its officers in their personal capacity and petitioner.
In voting for the adoption of the resolution, the majority of the
directors merely relied on information given them by respondents Palmas,
regarding the transaction with petitioner. The majority of the directors, therefore, cannot be charged with
knowledge of the transfer of the shares of stock to petitioner, much less the
payment made by petitioner to respondents Palmas.
Under Section 63 of the Corporation Code, no transfer of shares
of stock shall be valid, except as between the parties, until the transfer is
recorded in the books of the corporation showing the names of the parties to
the transfer, the date of the transfer and the number of the certificates and
shares transferred. Petitioner has not
shown compliance with this law.
Petitioner further cites that if it were true that respondents
Palmas failed to receive his payment they should have passed another board
resolution, specifically cancelling the offer contained in board resolution
(Exh. A). There was no need to issue
another resolution cancelling the board resolution, Exhibit A, because no
certificate of stock was issued and no transfer of shares was recorded in the
books of the corporation pursuant thereto. More so, if we consider that the transaction is not between the
corporation and petitioner but between private respondents qua stockholders and petitioner.
Petitioner cannot claim that being a member of the board of
directors and occupying the position of Vice-President-International
necessarily imply that he must have owned duly-paid shares of stock.
The election of a person to the board of directors of a
corporation does not necessarily mean that he has paid for the shares recorded
in his name. In most cases, nominee
directors do not pay for the qualifying shares assigned to them. Likewise, the Corporation Code does not
require that one elected or appointed as vice-president of a corporation should
be the owner of shares of stock of the corporation.
WHEREFORE, the appealed decision is hereby AFFIRMED and
the petition for review on certiorari is hereby DISMISSED for lack of merit.
SO ORDERED.
Cruz, (Chairman), Griño-Aquino, Davide, Jr., and Bellosillo, JJ., concur.