Professional Documents
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Tyson's Super Concrete, Inc. vs. Court of Appeals
Tyson's Super Concrete, Inc. vs. Court of Appeals
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G.R. No. 140081. June 23, 2005.
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* SECOND DIVISION.
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powers free from any judicial or extrajudicial interference that might unduly
hinder or prevent the rescue of the distressed company, can no longer be
effectively met in the present case as the proceedings herein have already
been pending for almost ten years and have already reached the Supreme
Court.—The avowed objective of suspending all actions against a distressed
corporation when a management committee or rehabilitation receiver is
appointed, as enunciated by this Court in Rubberworld (Phils.) Inc. vs.
NLRC and in Rizal Commercial Banking Corporation vs. Intermediate
Appellate Court, is to enable such management committee or rehabilitation
receiver to effectively exercise its powers free from any judicial or
extrajudicial interference that might unduly hinder or prevent the rescue of
the distressed company. However, this purpose can no longer be effectively
met in the present case as the proceedings herein have already been pending
for almost ten years and have already reached this Court. The management
committee has been unduly burdened enough, its time and resources wasted
by the proceedings that took place before the RTC and the appellate court.
Hence, to decree the annulment of the previous proceedings in the lower
courts will only result in further delay. The greater interest of justice
demands that we now dispose of the issues raised in the present petition.
Same; Frauds; The resolution of factual issues is the function of trial
courts whose findings on these matters are received with respect and are, as
a rule, binding on the Supreme Court unless it is shown that they are
grounded on speculations, surmises or conjectures.—The resolution of
whether or not Francis Chua employed extrinsic fraud to deprive petitioners
of their day in court entails determination of factual issues which is beyond
the province of this Court. The resolution of factual issues is the function of
trial courts whose findings on these matters are received with respect and
are, as a rule, binding on this Court unless it is shown that they are grounded
on speculations, surmises or conjectures.
Same; Same; Appeals; Factual matters cannot be inquired into by the
Supreme Court in an appeal by certiorari.—Well-settled is the rule that
factual matters cannot be inquired into by this Court in an appeal by
certiorari. This Court, at this stage, is limited to reviewing errors of law that
may have been committed by the lower courts. We are, thus, constrained
from conducting further scrutiny of the findings of fact made by the trial
court. Otherwise, we would convert this Court into a trier of facts. There are
recognized exceptions to this
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rule, to wit: (1) when the findings are grounded entirely on speculation,
surmises or conjectures; (2) when the inference made is manifestly
mistaken, absurd or impossible; (3) when there is grave abuse of discretion;
(4) when the judgment is based on a misapprehension of facts; (5) when the
findings of facts are conflicting; (6) when in making its findings the CA
went beyond the issues of the case, or its findings are contrary to the
admissions of both the appellant and the appellee; (7) when the findings are
contrary to the trial court; (8) when the findings are conclusions without
citation of specific evidence on which they are based; (9) when the facts set
forth in the petition as well as in the petitioner’s main and reply briefs are
not disputed by the respondent; (10) when the findings of fact are premised
on the supposed absence of evidence and contradicted by the evidence on
record; and (11) when the CA manifestly overlooked certain relevant facts
not disputed by the parties, which if properly considered, would justify a
different conclusion. However, after a review of the instant case, we find
that it does not fall under any of these exceptions.
Same; Same; Words and Phrases; A final judgment may be annulled on
the ground of extrinsic or collateral fraud; Extrinsic fraud refers to any
fraudulent act of the prevailing party in the litigation which is committed
outside of the trial of the case, whereby the defeated party has been
prevented from exhibiting fully his side of the case, by fraud or deception
practiced on him by his opponent.—It is true that a final judgment may be
annulled on the ground of extrinsic or collateral fraud. Extrinsic fraud refers
to any fraudulent act of the prevailing party in the litigation which is
committed outside of the trial of the case, whereby the defeated party has
been prevented from exhibiting fully his side of the case, by fraud or
deception practiced on him by his opponent. Thus, it refers to some act or
conduct of the prevailing party which has prevented the aggrieved party
from having a trial or presenting his case to the court, or was used to
procure judgment without a fair submission of the controversy. In the
present case, the fraud referred to by petitioners was allegedly committed by
Francis Chua, who is the corporate secretary of Tyson’s, the petitioner
corporation, and a member of the management committee created by the
SEC. However, Francis Chua is neither an adverse party nor the prevailing
party insofar as the ejectment case against Tyson’s is concerned. In fact, he
is not a party to the said case. It is true that petitioners claim that Francis
Chua conspired with Dela Cruz in committing extrinsic fraud against them.
How-
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ever, the RTC, in its resolution of September 24, 1996, already ruled that
this particular allegation is not supported by evidence and we find no
compelling reason to deviate from the trial court’s finding.
Same; Service of Summons; Corporation Law; Management
Committees; A member of the Management Committee is an agent of the
corporation under Section 13, Rule 14 of the Revised Rules of Court.—The
procedural rule in effect at the time the ejectment case was filed by Dela
Cruz with the MeTC is Rule 14, Section 13 of the Revised Rules of Court,
to wit: Sec. 13. Service upon private domestic corporation or partnership.—
If the defendant is a corporation organized under the laws of the Philippines
or a partnership duly registered, service may be made on the president,
manager, secretary, cashier, agent, or any of its directors. In the instant case,
it is established that at the time Francis Chua received the summons from
the MeTC, he was the incumbent corporate secretary of Tyson’s. In
addition, he was a member of the management committee created by the
SEC to oversee the operations of Tyson’s. Being a member of the
Committee, there is no question that he was an agent of petitioner
corporation as contemplated under then Section 13, Rule 14 of the Revised
Rules of Court. Hence, whether he was acting in his capacity as corporate
secretary or as an agent of Tyson’s, or both, when he received the summons
from the MeTC, the service of said summons upon him is valid.
Same; Same; Same; Same; Like the chairman of a Management
Committee, its members are also authorized to receive summons since they
are also considered “responsible officers” as contemplated by the Rules of
Court.—The management committee created by the SEC is composed of the
accounting firm of Punong Bayan and Araullo represented by petitioner
Gregorio S. Navarro as the chairman, with Nancy Hao and Francis Chua as
members. Hence, even if we are to follow petitioners’ premise that the
Committee is the only body authorized to receive summons, we still find no
basis to conclude that only its chairman is authorized to receive summons.
Like the chairman of the Committee, its members are also authorized to
receive summons since they are also considered “responsible officers” as
contemplated by the Rules of Court in effect at the time the ejectment case
against Tyson’s was filed. In the present case, since it is not disputed that
Francis Chua is a member of the management committee, he is therefore
authorized to receive summons for and in behalf of Tyson’s.
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AUSTRIA-MARTINEZ, J.:
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In an Order dated May 23, 1995, the SEC appointed the following as
members of the Committee: Francis Chua, as the representative of
their bloc, and Genaro Hao, also as the representative of their group.
The accounting firm of Punong Bayan and Araullo was appointed as
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Chairman of the Committee. In its Order dated July 24, 1995,
Nancy Hao was appointed member of 7
the Committee in lieu of
Genaro Hao, who refused appointment.
On February 27, 1996, a complaint for ejectment was filed by
Dela Cruz against Tyson’s with the Metropolitan Trial Court
(MeTC) of Caloocan City for the alleged failure of Tyson’s to pay its
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rentals despite repeated written demands for such payment. Tyson’s
failed to file the required answer to the Complaint.
On April 22, 1996, the MeTC rendered judgment with the
following dispositive portion:
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The records show that the Contract of Lease over the premises in question
was made and entered into by and between plaintiff Romana dela Cruz as
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Lessor and defendant Tyson’s Super Concrete, Inc., represented by Elsa Hao
Chua, Treasurer of the Corporation as authorized by the Board Resolution
[as lessee]. Defendant has been enjoying the use of the leased premises as
its office and place of business by virtue of the said contract since Jan. 1,
1993.
Sheriff Antonio del Rosario of this Court reported that he had exerted
efforts on several occasions to serve the summons to any responsible officer
of the defendant in their office at the leased premises but to no avail. Upon
an information from the defendant’s security guard, he was able to locate the
spouses Elsa Hao Chua and Francis Chua at their residence at 1231 G.
Araneta St., Tondo, Manila and served the summons on them last March 21,
1996. Elsa Hao Chua is the treasurer of the defendant and its authorized
representative as regards the lease contract as aforestated, while her husband
Francis Chua is its corporate secretary, and as it turned out a duly appointed
member of the Management Committee since May 23, 1995. Receipt of the
summons and its annexes was acknowledged by Francis Chua as evidenced
by his signature on the file copy of the summons attached to the record of
the case.
The Court concedes that there could be some defect in the service of the
summons to Francis Chua had it not been shown that the latter is one among
the officers of the defendant corporation to whom service of summons
maybe made pursuant to the aforestated provision in Rule 14 of the Rules of
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Court.
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“WHEREFORE, the order of default, the judgment by default and the writ
of execution issued by respondent Metropolitan Trial Court, Kalookan City,
as well as the order of 26 August 1996 issued by respondent Regional Trial
Court of Kalookan City, are hereby declared null and void.
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SO ORDERED.”
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The order of the Securities and Exchange Commission is very explicit. The
Management Committee was tasked to manage, take custody of and
control over all existing assets, funds and records of the corporation, and
to determine the best way to protect the interest of the stockholders and
creditors of the corporation Tyson’s Super Concrete, Inc. Under normal
circumstances, summons upon a domestic corporation may be served upon
any of the officers enumerated under Section 13, Rule 14 of the Rules of
Court. However, since petitioner corporation was undergoing intra-corporate
problems which had been taken over by the SEC, under this (sic) special
circumstances, summons should “have been effected on the Management
Committee created by the SEC and not on any of the officers enumerated
under Sec. 13, Rule 14, Rules of Court. Private respondent can neither feign
unawareness of the presence of the Management Committee nor can she
honestly claim that said ‘Management Committee is not the proper entity to
receive summons’ considering that, upon her motion, respondent
Metropolitan Trial Court issued on 4 June 1996 an order directing service of
its decision upon the Management Committee. . . .
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The Sheriff’s Return clearly and categorically states that summons was
received by Francis Chua ‘for and in behalf of Elsa Chua who was said to be
the treasurer of defendant Tyson’s Super Concrete, Inc.’ (p. 116, Rollo). The
service of summons on Francis Chua who is not among the persons
enumerated in Section 13, Rule 14 of the Rules of Court was insufficient. It
did not at all bind the petitioner corporation. When the statute designates a
particular officer to whom the process may be delivered and with whom it
may be left, as service upon the corporation, no other person can be
substituted in his place (Delta Motor Sales Corporation v. Mangosing, 70
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SCRA 598).
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The adjective rule applicable at the time the subject ejectment case was filed
on February 27, 1996 was Section 13, Rule 14 of the Revised Rules of
Court, . . .
There is no dispute that Summons for the unlawful detainer case was
served upon one Francis Chua, as shown by the Return filed by the Sheriff
of the respondent Metropolitan Trial Court on 25 March 1996. Both parties
are in agreement that Francis Chua is the corporate secretary of the
petitioner corporation, as well as subsequently a member of the
Management Committee created by virtue and Order of the Securities and
Exchange Commission dated 11 April 1995 in SEC Case No. 03-95-5011
entitled Tyson’s Super Concrete Inc., et. al., versus William Hao, et al.
As corporate secretary of the petitioner corporation, Francis Chua is a
proper person under the aforementioned Rules to whom service of summons
may be validly made. In addition, as member of the Management
Committee, he is a responsible officer of the corporation, and may thus be
deemed to be an ‘agent’ thereof, as the term is used in connection with
Section 13, Rule 14. . . .
...
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20 Id., p. 1044.
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SERVICE OF SUMMONS UPON THE PETITIONER CORPORATION.
Prior to delving into the main issues raised in the present case, we
deem it proper to discuss collateral issues brought up by petitioners
which we find relevant for a proper disposition of herein petition.
While there may be merit in petitioners’ contention that the
action for ejectment filed with the MeTC should have been
suspended on the ground that the SEC has already created a
management committee under P.D. No. 902-A, considering the
peculiar circumstances of the case and in the higher interest of
substantial justice, we do not find any cogent reason or useful
purpose to nullify all the proceedings taken in the courts below and
order the suspension of the complaint for ejectment at this stage of
the proceedings.
As to petitioners’ contention that the MeTC was ousted of its
jurisdiction when the SEC created the management committee,
settled is the rule that the jurisdiction of a court is conferred by the
Constitution and by the laws 25
in force at the time of the
commencement of the action. Under the amendatory provisions of
Republic Act 7691, which is the law in force at the time Dela Cruz
filed the ejectment case, it is clearly provided that Metropolitan Trial
Courts, Municipal Trial Courts and Municipal Circuit Trial Courts
have exclusive original jurisdiction over cases of forcible entry and
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unlawful detainer. The fact that a management committee had
already been created by the SEC does not divest the first level courts
of their exclusive jurisdiction. Under P.D. No. 902-A, the existence
of an executive committee merely suspends the proceedings in civil
actions.
The avowed objective of suspending all actions against a
distressed corporation when a management committee or
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24 Rollo, p. 33.
25 Vesagas vs. Court of Appeals, 371 SCRA 508, 517-518 (2001).
26 Rivera vs. Santiago, 410 SCRA 113, 120 (2003).
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34 Ibid.
35 Ibid.
36 Madrigal vs. Court of Appeals, G. R. No. 142944, April 15, 2005, 456 SCRA
247, citing The Insular Life Assurance Company, Ltd. vs. Court of Appeals, 428
SCRA 79, 86 (2004).
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the defeated party has been prevented from exhibiting fully his side
of the case, by fraud or deception practiced on him by his
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opponent. Thus, it refers to some act or conduct of the prevailing
party which has prevented the aggrieved party from having a trial or
presenting his case to the court, or was used to procure judgment
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without a fair submission of the controversy. In the present case,
the fraud referred to by petitioners was allegedly committed by
Francis Chua, who is the corporate secretary of Tyson’s, the
petitioner corporation, and a member of the management committee
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