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SUPREME COURT REPORTS ANNOTATED VOLUME 536 2/2/20, 3:36 PM

VOL. 536, OCTOBER 15, 2007 61


Philippine Association of Stock Transfer and Registry
Agencies, Inc. vs. Court of Appeals

*
G.R. No. 137321. October 15, 2007.

PHILIPPINE ASSOCIATION OF STOCK TRANSFER


AND REGISTRY AGENCIES, INC., petitioner, vs. THE
HONORABLE COURT OF APPEALS; THE HONORABLE
SECURITIES AND EXCHANGE COMMISSION; AND
SEC CHAIRMAN PERFECTO R. YASAY, JR., respondents.

Administrative Law; Revised Securities Act; Securities and


Exchange Commission; Due Process; Before its repeal, Section 47 of
the Revised Securities Act gave the Securities and Exchange
Commission (SEC) the power to enjoin the acts or practices of the
securities-related organizations without even first conducting a
hearing if, upon investigation or verification, the Securities and
Exchange Commission (SEC) is of the opinion that there exists the
possibility that the act or practice may cause grave or irreparable
injury to the investing public.·We find the instant petition bereft of
merit. The Court notes that before its repeal, Section 47 of The
Revised Securities Act clearly gave the SEC the power to enjoin the
acts or practices of securities-related organizations even without
first conducting a hearing if, upon proper investigation or
verification, the SEC is of the opinion that there exists the
possibility that the act or practice may cause grave or irreparable
injury to the investing public, if left unrestrained. Section 47 clearly
provided, SEC. 47. Cease and desist order.·The Commission, after
proper investigation or verification, motu proprio, or upon verified
complaint by any aggrieved party, may issue a cease and desist
order without the necessity of a prior hearing if in its judgment the
act or practice, unless restrained may cause grave or
irreparable injury or prejudice to the investing public or
may amount to fraud or violation of the disclosure requirements of

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this Act and the rules and regulations of the Commission.


(Emphasis supplied.) x x x x Said section enforces the power of
general supervision of the SEC under Section 40 of the then Revised
Securities Act.

Same; Same; Corporation Law; Securities and Exchange


Commission is without authority to substitute judgment for the
corporationÊs board of directors on business matters so long as the
board of

_______________

* SECOND DIVISION.

62

62 SUPREME COURT REPORTS ANNOTATED

Philippine Association of Stock Transfer and Registry Agencies,


Inc. vs. Court of Appeals

directors acts in good faith but has the power to cases where there is
involved an act which if pursued may cause grave or irreparable
injury or prejudice to the investing public.·In Philippine Stock
Exchange, Inc. v. Court of Appeals, 281 SCRA 232 (1997), the Court
held that the SEC is without authority to substitute its judgment
for that of the corporationÊs board of directors on business matters
so long as the board of directors acts in good faith. This Court notes,
however, that this case involves, not whether petitionerÊs actions
pertained to management prerogatives or whether petitioner acted
in good faith. Rather, this case involves the question of whether the
SEC had the power to enjoin petitionerÊs planned increase in fees
after the SEC had determined that said act if pursued may cause
grave or irreparable injury or prejudice to the investing public.
Petitioner was fined for violating the SECÊs cease-and-desist order
which the SEC had issued to protect the interest of the investing
public, and not simply for exercising its judgment in the manner it
deems appropriate for its business.

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SUPREME COURT REPORTS ANNOTATED VOLUME 536 2/2/20, 3:36 PM

Same; Same; Same; The regulatory and supervisory powers of


the Commission under Section 40 of the then Revised Securities Act
were broad enough to include the power to regulate the fees imposed
by an association of stock transfer agents.·The regulatory and
supervisory powers of the Commission under Section 40 of the then
Revised Securities Act, in our view, were broad enough to include
the power to regulate petitionerÊs fees. Indeed, Section 47 gave the
Commission the power to enjoin motu proprio any act or practice of
petitioner which could cause grave or irreparable injury or prejudice
to the investing public. The intentional omission in the law of any
qualification as to what acts or practices are subject to the control
and supervision of the SEC under Section 47 confirms the broad
extent of the SECÊs regulatory powers over the operations of
securities-related organizations like petitioner.

PETITION for review on certiorari of the decision and


resolution of the Court of Appeals.

The facts are stated in the opinion of the Court.


Henry Ll. Yusingco, Jr. for petitioner.
The Solicitor General for respondents.

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VOL. 536, OCTOBER 15, 2007 63


Philippine Association of Stock Transfer and Registry
Agencies, Inc. vs. Court of Appeals

QUISUMBING, J.:

This is a petition
1
for review on certiorari seeking to reverse
the Decision dated June 17, 1998 of the Court of Appeals
2
in CA-G.R. SP No. 41320, as well as its Resolution dated
January 13, 1999, denying the motion for reconsideration.
The facts are as follows.
Petitioner Philippine Association of Stock Transfer and
Registry Agencies, Inc. is an association of stock transfer
agents principally engaged in the registration of stock
transfers in the stock-and-transfer book of corporations.
On May 10, 1996, petitionerÊs Board of Directors
unanimously approved a resolution allowing its members
to increase the transfer processing fee they charge their

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SUPREME COURT REPORTS ANNOTATED VOLUME 536 2/2/20, 3:36 PM

clients from P45 per certificate to P75 per certificate,


effective July 1, 1996; and eventually to P100 per
certificate, effective October 1, 1996. The resolution also
authorized the imposition of a processing fee for the
cancellation of stock certificates at P20 per certificate
effective July 1, 1996. According to petitioner, the rates had
to be increased since it had been over five years since the
old rates were fixed and an increase of its fees was needed
to sustain the financial viability of the association and
upgrade facilities and services.
After a dialogue with petitioner, public respondent
Securities and Exchange Commission (SEC) allowed
petitioner to impose the P75 per certificate transfer fee and
P20 per certificate cancellation fee effective July 1, 1996.
But, approval of the additional increase of the transfer fees
to P100 per certificate effective October 1, 1996, was
withheld until after a public hearing. The SEC issued a
letter-authorization to this effect on June 20, 1996.

_______________

1 Rollo, pp. 110-121-A. Penned by Associate Justice Bernardo Ll.


Salas, with Associate Justices Eloy R. Bello, Jr. and Candido V. Rivera
concurring.
2 Id., at p. 130.

64

64 SUPREME COURT REPORTS ANNOTATED


Philippine Association of Stock Transfer and Registry
Agencies, Inc. vs. Court of Appeals

Thereafter, on June 24, 1996, the Philippine Association of


Securities Brokers and Dealers, Inc. registered its objection
to the measure advanced by petitioner and requested the
SEC to defer its implementation. On June 27, 1996, the
SEC advised petitioner to hold in abeyance the
implementation of the increases until the matter was
cleared with all the parties concerned. The SEC stated that
it was reconsidering its earlier approval in light of the
opposition and required petitioner to file comment.
Petitioner nonetheless proceeded with the implementation

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SUPREME COURT REPORTS ANNOTATED VOLUME 536 2/2/20, 3:36 PM

of the increased fees.


The SEC wrote petitioner on July 1, 1996, reiterating
the directive of June 27, 1996. On July 2, 1996, following a
complaint from the Philippine Stock Exchange, the SEC
again sent petitioner a second letter strongly urging
petitioner to desist from implementing the new rates in the
interest of all participants in the security market.
Petitioner replied on July 3, 1996 that it had no
intention of defying the orders but stated that it could no
longer hold in abeyance the implementation of the new fees
because its members had already put in place the
procedures necessary for their implementation. Petitioner
also argued that the imposition of the processing fee was a
management prerogative, which was beyond the SECÊs
authority to regulate absent an express rule or regulation.
On July 8, 1996, the SEC issued Order No. 104, series of
1996, enjoining petitioner from imposing the new fees:

„WHEREFORE, pursuant to the powers vested in the Commission


under Sec. 40 of the Revised Securities Act, PASTRA is hereby
enjoined to defer the implementation of the new rates. Further, the
members of its Board of Directors and officers are hereby directed to
appear before the Commission on Thursday, July 11, 1996 at 2:00
oÊclock in the afternoon at the Commission Room, 5th Flr., SEC
Bldg., EDSA, Mandaluyong City to show cause why no
3
administrative sanctions should be imposed upon them.‰

_______________

3 Id., at p. 52.

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VOL. 536, OCTOBER 15, 2007 65


Philippine Association of Stock Transfer and Registry
Agencies, Inc. vs. Court of Appeals

During the hearing, petitioner admitted that it had started


imposing the fees. It further admitted that aside from the
questioned fees, it had likewise started imposing fees
ranging from P50 to P500 for report of shareholdings or list
of certificates; certification of shareholdings or other

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SUPREME COURT REPORTS ANNOTATED VOLUME 536 2/2/20, 3:36 PM

stockholder information requested by external auditors and


validation of status of certificates, all without prior
approval of the Commission. Thus, for violating its orders,
the SEC ordered petitioner to pay a basic fine of P5,000
and a daily fine of P500 for continuing violations:

„In view of the foregoing, PASTRA is hereby declared as having


defied a lawful Order of the Commission for which it is imposed a
basic fine of P5,000.00 plus a daily fine of P500.00 for continuing
violations payable to the Commission within five days from actual
receipt of this Order and it is hereby ordered to immediately cease
and desist from imposing the new rates for issuance and
cancellation of stock certificates, until further orders from this
Commission.
4
SO ORDERED.‰

Aggrieved, petitioner went to the Court of Appeals on


certiorari contending that the SEC acted with grave abuse
of discretion or lack or excess of jurisdiction in issuing the
above orders. The appellate court issued a temporary
restraining order on July 26, 1996, and a writ of
preliminary injunction on August 26, 1996.
On June 17, 1998, the appellate court dismissed the
petition. It ruled that the power to regulate petitionerÊs fees
was included 5
in the general power given to the SEC under
Section 40 of The Revised Securities Act to regulate,
supervise, exam-

_______________

4 Id., at p. 58.
5 SEC. 40. Power of the Commission with respect to securities related
organizations.·The Commission shall have the power to grant license as
a condition for, and to regulate, supervise, examine, suspend or otherwise
discontinue, the operation of organizations whose operations are related
to or connected with the securities market such as but not limited to
clearing houses, securities deposi

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66 SUPREME COURT REPORTS ANNOTATED


Philippine Association of Stock Transfer and Registry
Agencies, Inc. vs. Court of Appeals
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SUPREME COURT REPORTS ANNOTATED VOLUME 536 2/2/20, 3:36 PM

ine, suspend or otherwise discontinue, the operation of


securities-related organizations like petitioner.
The appellate court likewise denied petitionerÊs motion
for reconsideration. Hence, this appeal.
While this case was pending, The Revised Securities Act
by authority of which the assailed orders were issued was
repealed by Republic
6
Act No. 8799 or The Securities
Regulation Code, which became effective on August 8,
2000. Nonetheless, we find it pertinent to rule on the
partiesÊ submissions considering that the effects of the July
11, 1996 Order had not been obliterated by the repeal of
The Revised Securities Act and there is still present a need
to rule on whether petitioner was liable for the fees
imposed upon it.
Petitioner submits that the Court of Appeals committed
reversible error:

I.

WHEN [IT] FAILED TO RULE THAT THE SEC AND CHAIRMAN


YASAY, IN ISSUING THE COMMISSIONÊS CONTROVERTED
ORDERS DATED JULY 8 AND JULY 11, 1996, VIOLATED
PASTRAÊS CONSTITUTIONAL RIGHT TO DUE PROCESS OF
LAW;

II.

WHEN [IT] FAILED TO RULE THAT THE SEC AND


CHAIRMAN YASAY COMMITTED GRAVE ABUSE OF
DISCRETION AND IN

_______________

tories, transfer agents, registrars, fiscal and paying agents, computer


services, news disseminating services, proxy solicitors, statistical
agencies, securities rating agencies, and securities information
processors which are engaged in the business of: (1) collecting,
processing, or preparing for distribution or publication, or assisting,
participating in, or coordinating the distribution or publication of,
information with respect to transactions in or quotations for any security
or (2) distributing or publishing, whether by means of a ticker tape, a
communications network, a terminal display device, or otherwise, on a

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SUPREME COURT REPORTS ANNOTATED VOLUME 536 2/2/20, 3:36 PM

current and continuing basis, information with respect to such


transactions or quotations.
6 Approved on July 19, 2000.

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VOL. 536, OCTOBER 15, 2007 67


Philippine Association of Stock Transfer and Registry
Agencies, Inc. vs. Court of Appeals

EXCESS OF THEIR JURISDICTION WHEN THEY ISSUED THE


COMMISSIONÊS CONTROVERTED ORDERS DATED JULY 8
AND JULY 11, 1996; AND,

III.

WHEN [IT] RULED THAT THE SEC AND CHAIRMAN YASAY


HAVE LEGAL BASIS IN ISSUING THE COMMISSIONÊS
7
CONTROVERTED ORDERS DATED JULY 8 AND JULY 11, 1996.

Essentially, the issue for our resolution is whether the SEC


acted with grave abuse of discretion or lack or excess of
jurisdiction in issuing the controverted Orders of July 8
and 11, 1996.
Petitioner argues that the SEC violated petitionerÊs
right to due process because it issued the July 8, 1996
cease-anddesist order without first conducting a hearing.
Petitioner likewise laments that while said order required
petitionerÊs board of directors to appear before the SEC to
show cause why no administrative sanctions should be
imposed on them, petitionerÊs board of directors attended
the hearing without the assistance of counsel because the
Director of the SEC Brokers and Exchanges Department
had allegedly assured them that the order was only a
standard order and nothing to worry about. Petitioner also
contends that even if its board did attend with counsel or
present evidence, its evidence would not have been
considered anyway because the Order of July 11, 1996 had
allegedly been prepared as early as July 8, 1996. In support
of this suspicion, petitioner points out that the date „July 8,
1996‰ was replaced with the date „July 11, 1996‰ before it
was signed by Chairman Perfecto R. Yasay, Jr., who did not
attend the meeting.
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Petitioner adds that the SEC cannot restrict petitionerÊs


members from increasing the transfer and processing fees
they charge their clients because there is no specific law,
rule or regulation authorizing it. Section 40 of the then
Revised

_______________

7 Rollo, pp. 14-15.

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68 SUPREME COURT REPORTS ANNOTATED


Philippine Association of Stock Transfer and Registry
Agencies, Inc. vs. Court of Appeals

Securities Act, according to petitioner, only lays down the


general powers of the SEC to regulate and supervise the
corporate activities of organizations related to or connected
with the securities market like petitioner. It could not be
interpreted to justify the SECÊs unjustified interference
with petitionerÊs decision to increase its transfer fees and
impose processing fees, especially since the decision
involved a management prerogative and was 8
intended to
protect the viability of petitionerÊs members.
For its part, the Office of the Solicitor General (OSG)
counters that petitionerÊs allegations of denial of due
process are baseless. The OSG cites that petitioner was
given ample opportunity to present its case at the July 11,
1996 hearing and was adequately heard through the series
of letters it sent to the SEC to explain its refusal to obey
the latterÊs directives. Also, there is no evidence to support
its allegation that the July 11, 1996 Order was prepared in
advance or that it was issued without considering the
evidence for the parties.
As regards the SECÊs power over petitionerÊs stock
transfer fees, the OSG argues that the power to determine
said fees was necessarily implied in the SECÊs general
power under Section 40 of The Revised Securities Act to
regulate and supervise the operations of transfer agents
such as petitionerÊs member-corporations. The OSG adds
that petitionerÊs discretion to increase its fees was not

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SUPREME COURT REPORTS ANNOTATED VOLUME 536 2/2/20, 3:36 PM

purely a management prerogative and was properly the


subject of regulation considering
9
that it significantly affects
the market for securities.
We find the instant petition bereft of merit. The Court
notes that before its repeal, Section 47 of The Revised
Securities Act clearly gave the SEC the power to enjoin the
acts or practices of securities-related organizations even
without first conducting a hearing if, upon proper
investigation or verification, the SEC is of the opinion that
there exists the possibility

_______________

8 Id., at p. 18.
9 Id., at pp. 162-165.

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Philippine Association of Stock Transfer and Registry
Agencies, Inc. vs. Court of Appeals

that the act or practice may cause grave or irreparable


injury to the investing public, if left unrestrained. Section
47 clearly provided,

„SEC. 47. Cease and desist order.·The Commission, after proper


investigation or verification, motu proprio, or upon verified
complaint by any aggrieved party, may issue a cease and desist
order without the necessity of a prior hearing if in its judgment the
act or practice, unless restrained may cause grave or
irreparable injury or prejudice to the investing public or
may amount to fraud or violation of the disclosure requirements of
this Act and the rules and regulations of the Commission.
(Emphasis supplied.)
x x x x‰

Said section enforces the power of general supervision of


the SEC under Section 40 of the then Revised Securities
Act.
As a securities-related organization under the
jurisdiction and supervision of the SEC by virtue of Section

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SUPREME COURT REPORTS ANNOTATED VOLUME 536 2/2/20, 3:36 PM

40 of The Revised Securities 10


Act and Section 3 of
Presidential Decree No. 902-A, petitioner was under the
obligation to comply with the July 8, 1996 Order. Defiance
of the order was subject
11
to administrative sanctions
provided in Section 46 of The Revised Securities Act.

_______________

10 REORGANIZATION OF THE SECURITIES AND EXCHANGE


COMMISSION WITH ADDITIONAL POWERS AND PLACING THE
SAID AGENCY UNDER THE ADMINISTRATIVE SUPERVISION OF
THE OFFICE OF THE PRESIDENT

xxxx
SEC. 3. The Commission shall have absolute jurisdiction, supervision and
control over all corporations, partnerships or associations, who are the grantees
of primary franchise and/or a license or permit issued by the government to
operate in the Philippines; . . .

11 SEC. 46. Administrative sanctions.·If, after proper notice and


hearing, the Commission finds that there is a violation of this Act, its
rules, or its orders or that any registrant has, in a registration statement
and its supporting papers and other reports required by law or rules to
be filed with the Commission, made any untrue statement of a material
fact, or omitted to state any material fact

70

70 SUPREME COURT REPORTS ANNOTATED


Philippine Association of Stock Transfer and Registry
Agencies, Inc. vs. Court of Appeals

Petitioner failed to show that the SEC, which undoubtedly


possessed the necessary expertise in matters relating to the
regulation of the securities market, gravely abused its
discretion in finding that there was a possibility that the
increase in fees and imposition of cancellation fees will
cause grave or irreparable injury or prejudice to the
investing public. Indeed, petitioner did not advance any
argument to counter the SECÊs finding. Thus, there
appears to be no substantial reason to nullify the July 8,
1996 Order. This is true, especially considering that, as
pointed out by the OSG, petitionerÊs fee increases have far-

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reaching effects on the capital market. Charging exorbitant


processing fees could discourage many small prospective
investors and curtail the infusion of money into the capital
market and hamper its growth.
Furthermore, there is no merit in petitionerÊs contention
that even if it had appeared at the hearing of July 11, 1996
with counsel and presented its evidence, the SEC would not
have considered it because the Order of July 11, 1996 was
in fact prepared earlier on July 8, 1996. It is clear from the
order itself that the July 11, 1996 Order was edited from
the computer file of the July 8, 1996 Order, and that the
error in the date was merely an oversight in editing the
softcopy before it was printed.
Similarly, there is no merit to petitionerÊs claim that it
was misled into attending the July 11, 1996 hearing
without counsel. Whether the Director of the SEC Brokers
and Exchanges Department assured petitionerÊs board that
the July 8, 1996

_______________

required to be stated therein or necessary to make the statements


therein not misleading, or refused to permit any lawful examination into
its affairs, it shall, in its discretion, impose any or all of the following
sanctions:
xxxx
(b) A fine of no less than two hundred (P200.00) pesos nor more than
fifty thousand (P50,000.00) pesos plus not more than five hundred
(P500.00) pesos for each day of continuing violation;
xxxx

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Philippine Association of Stock Transfer and Registry
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Order was only a standard order and nothing to worry


about, is a question of fact which this Court cannot
entertain
12
considering that this Court is not a trier of
facts. Needless to stress, the assurance could not be
interpreted as outright prohibition to bring in petitionerÊs

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counsel.
Moreover, it devolved upon petitioner to protect its
interests adequately considering the clear implications of
the Order of July 8, 1996. Petitioner had only itself to
blame for its failure to present its evidence during the July
11, 1996 hearing. 13
In Philippine Stock Exchange, Inc. v. Court of Appeals,
the Court held that the SEC is without authority to
substitute its judgment for that of the corporationÊs board
of directors on business matters so long as the board of
directors acts in good faith. This Court notes, however, that
this case involves, not whether petitionerÊs actions
pertained to management prerogatives or whether
petitioner acted in good faith. Rather, this case involves the
question of whether the SEC had the power to enjoin
petitionerÊs planned increase in fees after the SEC had
determined that said act if pursued may cause grave or
irreparable injury or prejudice to the investing public.
Petitioner was fined for violating the SECÊs cease-and-
desist order which the SEC had issued to protect the
interest of the investing public, and not simply for
exercising its judgment in the manner it deems appropriate
for its business.
The regulatory and supervisory powers of the
Commission under Section 40 of the then Revised
Securities Act, in our view, were broad enough to include
the power to regulate petitionerÊs fees. Indeed, Section 47
gave the Commission the power to enjoin motu proprio any
act or practice of petitioner which could cause grave or
irreparable injury or prejudice to the investing public. The
intentional omission in the law of

_______________

12 Springfield Development Corporation, Inc. v. Hon. Presiding Judge


of Regional Trial Court of Misamis Oriental, G.R. No. 142628, February
6, 2007, 514 SCRA 326, 343.
13 G.R. No. 125469, October 27, 1997, 281 SCRA 232.

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72 SUPREME COURT REPORTS ANNOTATED

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Philippine Association of Stock Transfer and Registry


Agencies, Inc. vs. Court of Appeals

any qualification as to what acts or practices are subject to


the control and supervision of the SEC under Section 47
confirms the broad extent of the SECÊs regulatory powers
over the operations of securities-related organizations like
petitioner.
The SECÊs authority to issue the cease-and-desist order
being indubitable under Section 47 in relation to Section 40
of the then Revised Securities Act, and there being no
showing that the SEC committed grave abuse of discretion
in finding basis to issue said order, we rule that the Court
of Appeals committed no reversible error in affirming the
assailed orders. For its open and admitted defiance of a
lawful ceaseand-desist order, petitioner was held
appropriately liable for the payment of the penalty imposed
on it in the SECÊs July 11, 1996 Order.
WHEREFORE, the instant petition for review on
certiorari is DENIED for lack of merit. The Decision dated
June 17, 1998 and Resolution dated January 13, 1999, of
the Court of Appeals in CA-G.R. SP No. 41320 are
AFFIRMED. Costs against petitioner.
SO ORDERED.

Carpio, Carpio-Morales, Tinga and Velasco, Jr., JJ.,


concur.

Petition denied, judgment and resolution affirmed.

Notes.·Complaints involving the conduct of the


business of commodity futures fall within the exclusive
jurisdiction of the Securities and Exchange Commission.
(Bernardo, Sr. vs. Court of Appeals, 263 SCRA 660 [1996])
The better policy in determining which body has
jurisdiction over a case is to consider not only the status or
relationship of the parties but also the nature of the
question that is the subject of the controversy. (Pilipinas
Bank vs. Court of Appeals, 326 SCRA 147 [2000])

··o0o··

73

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