SEC EB Case No. 12-20-480FCASH GLOBAL LENDING, INC., Appellant, v. CGFD, Appellee.

Securities and Exchange Commission COMMISSION EN BANC Republic of the Philippines Department of Finance

FCASH GLOBAL LENDING,INC. Respondent-Appellant,

SEC En Banc.Case No.12-20-480

FINANCEDEPARTMENT, CORPORATE GOVERNANCE AND Petitioner-Appellee.

DECISION

by Respondent-Appellant FCash Global Lending, Inc. (Appellant FCash) assailing the SEC CGFD Order No.111,Series of 2020 (the Assailed a Lending Company (CA),the dispositive portion of which reads Order)2 issued by the Corporate Governance and Finance Department (CGFD)revoking Appellant FCash's Certificate of Authority to Operate as Before the Commission En Banc is the Appeal Memorandum1 filed

Operate as a Lending Company of FCash Global Lending Inc. (CA No. 2653) is hereby REVOKED." "WHEREFORE, in view of the foregoing,the Certificate of Authority to

RELEVANT FACTS

the Philippines, having been issued a Certificate of Incorporation bearing also issued with a Certificate of Authority to Operate as a Lending Registration No.CS201803813 on 22 March 2018. Appellant FCash was Company bearing numbers 2653. Appellant FCash is a corporation duly organized under the laws of

of complaints3 against Appellant FCash for alleged violation of Section said complaints, the CGFD issued five (5) Show Cause Letters ("SCLs") 1(h) of SEC Memorandum Circular No.18 Series of 2019.Acting on the On various dates in September 2019, the CGFD received a number

2 Dated 25 August 2020; Annex "1" of the AppealMemorandum 3 (a) Complaint dated 09 September 2019 of Ma.Lovely Gabuay, (b) Compla int dated 14 September 2019 of Karen Alindayo, (c Complaint dated 17 September 2019 of Genii M. Santos,(d Complaint dated 09 September 2019 of Ms. Ma. Lovely Gabuay 1 Dated 14 December 2020

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directing Appellant FCash to explain why it should not be penalized for violating SEC Memorandum Circular No.18,Series of 2019- Prohibition on Unfair Debt Collection Practices of Financing Companies and Lending Companies ("MC No. 18").

and update its programs and processes for it to comply with the implementation of MC No.18,which prompted the company to correct Order)4 alleging that it did not intend to violate MC No.18,and that the complaints filed against it were brought about by the recent issuance and regulation. On 25 September 2019, FCash filed its Compliance (To Show Cause

latter violated MC No. 18.AppellantFCash paid the Php25,000.00 penalty on 04 October 2019. in the justification proffered by Appellant FCash and imposed a penalty of Pesos: Twenty-five Thousand (Php25,000.00)after a finding that the In its Letter-Order dated 25 September 2019, CGFD found no merit

MC No.18. Appellant FCash paid the Php50,000.00 penalty on 06 July 2020. imposing a higher penalty of Pesos: Fifty Thousand (Php50,000.00) against Appellant FCash on the basis of a finding of a second violation of On 26 September 2019, CGFD issued another Letter-Order

former was not able to trounce the allegations in the complaint of Ms. Santos. Reconsideration on the 26 September 2019 Letter-Order but the same was denied by the CGFD in its Letter5 on the basis of a finding that the On 04 October 2019,Appellant FCash filed a Motion for

of Procedure of the SEC (the "Settlement Offer"). settlement of the cases with the Commission pursuant to Rule 55.1 of the Securities Regulation Code (SRC) in relation to Rule V of the 2016 Rules On 15 October 2019,Appellant FCash filed a letter proposing a

a Memo (Re: Zero Tolerance Policy on SEC/ NPC and Data Privacy Violation) dated 17 October 2019 (the "2019 Memo"), implementing a policy of imposing a penalty of immediate termination from service for Commission,Appellant FCash,through its Collection Department,issued Acting on the complaints that were filed against it with the

5 Annex "4" of the Appeal Memorandum 4 Annex "3 " of the Appeal Memorandum

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provisions of MC No. 18 and the consequences of any violation thereof.7 violation of MC No. 18. Appellant FCash also conducted orientation and training seminars for its employees to fully apprise them of the

filing an answer, Appellant FCash furnished CGFD with its letter proposing a Settlement Offer which at this time, remained unacted. Appellant FCash directing the latter to explain why its CA as a Lending Company should not be revoked for violation of MC No.18. Instead of On 12 December 2019, the CGFD issued a Formal Charge against

Rules of Procedure of the SEC (2016 Rules) applies only to violations of the SRC, and not to violations of MC No. 18. Protection Department (EIPD) denied the proposal of Appellant FCash for a Settlement Offer on the ground that Section 5-1,Rule V of the 2016 In a Letter dated 30 January 2020, the Enforcement and Investor

been found to violate MC No.18 pursuant to the 2019 Memo.8 and hearing, Appellant FCash started terminating employees who have On 5 February 2020,afterthe conductof the required investigation

Appellant FCash's CA. On 25 August 2020, the CGFD issued the Assailed Order revoking

Reconsideration praying for the reconsideration and setting aside of the Assailed Order.9 On 07 September 2020, Appellant FCash filed its Motion for

Motion for Reconsideration praying that the Assailed Decision be intent to fully comply with the provisions of MC No. 18. reconsidered on the basis of the evidence presented which showed its On 5 November 2020, Appellant FCash filed its Supplemental

in any legal basis. CGFD also found the Supplemental Motion for Reconsideration wanting Appellant FCash's Motion for Reconsideration for lack of merit. Appellee On 03 December 2020, the CGFD issued a Resolution denying

therein praying that the same be given due course, and that a judgment] Hence,on 14 December 2020,FCash filed the instant Appeal

imposed upon an employee who insults, threatens,harasses a client. Annexes "C,"D,"E"and" of the SupplementalMotion forReconsideration Annexes "",andK of the SupplementalMotion for Reconsideration AnnexAof the SupplementalMotion for Reconsideration. The penalty of immediate termination is 9.Annex "6" of the AppealMemorandum

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reinstating its CA as a Lending Company. be rendered reversing and setting aside the Assailed Decision, and

rules and regulations implemented by the Commission,and its abuse of the special privilege granted to it by the State which justifies the immediate revocation of its CA by the complaints that it received. The CGFD maintained that the foregoing exhibited Appellant FCash's utter lack of regard for the laws, alleging that the penalty of revocation is warranted on the ground that Appellant FCash violated MC No. 18 more than three (3) times as shown On 20 January 2021, the CGFD filed its Comment/0pposition

ISSUES

(A) Was Appellant FCash denied of its right to due process?

(B) Whether the revocation of FCash's CA as a Lending Company is warranted by the evidence on record

RULING

The Commission partly grants the Appeal.

I Appellant FCash's right to due process. There was no denial of

of the SEC and its right to due process. revocation on the basis of a single formal charge. Appellant FCash specifically took exception on the act of CGFD in giving due course to the unverified complaints filed against it, and decided on the basis thereof. This,according to Appellant FCash violated the 2016 Rules of Procedure process when the CGFD imposed upon it the most severe penalty of In its Appeal, Appellant FCash claimed that it was denied of due

We do not subscribe to Appellant FCash's position and arguments.

reconsideration of the action or ruling complained of. For as long as the parties were given fair and reasonable opportunity to be heard before judgment/decision was rendered, the demands of due process were an opportunity to explain one's side or an opportunity to seek The essence of dueprocess in administrative proceedingsis simply

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Unlimited Corporation vs Securities and Exchange Corporation12, the Supreme Court applied the foregoing rule, to wit: sufficiently met.10 It must also be emphasized that one may be heard, not or trial type hearing is not, at all times, necessary.11In Power Homes only by verbal presentation but also through pleadings.As such,a formal

abundantly allowed petitioner to prove its side." (Emphasis supplied) with the requirements of due process. Its essence is simply the opportunity to explain one's position. Public respondent SEc "Trite to state, a formal trial or hearing is not necessary to comply

action brought before the Commission and to carry out the objectives of the laws it is mandated to implement.13 procedure in proceedings before administrative bodies was intended to promote public interest and assist the parties in obtaining a just,prompt expeditious,and inexpensive resolution,settlement or disposition of any The relaxation of the strict implementation of the rules of

No. 18. More importantly, the CGFD afforded Appellant FCash the the Compliance that it submitted, before the appropriate penalties were opportunity to rebut the allegations in the complaints, as evidenced by imposed. informed and duly apprised of the complaints that were used by CGFD as basis in determining whether the former violated the provisions of MC In the instant case, the records show that Appellant FCash was

Motion for Reconsideration and a Supplemental Motion for appropriate penalties under MC No. 18, the fact Appellant FCash filed a Reconsideration which were duly considered by the CGFD, negates the allegation that it was deprived of due process. opportunity to present its defense prior to the imposition of the Granting ex gratia that Appellant FCash was not afforded an

filed with the Commission, to wit: ruled that the demands of due process is satisfied if a party is given an opportunity to presentits defense through a motion for reconsideration In the case of Montemayorv. Bundalian, et al.,14 the Supreme Court

action or ruling complained of. As long as the parties are given the opportunity to explain one's side or seek a reconsideration of the "The essence of due process in administrative proceedings is the

12G.R.No.164182,February 26,2008 10 Magcamit vs InternalAffa irs Service-PDEA. (GR No.198140, January 25,2016) 1 Samalio v. Court of Appeals, 13 Police Commission v.Lood, G.R. No. L-34637, [February 24, 1984] 14 G.R. No. 149335, 01 July 2003

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adopted by the PCAGC in the investigation." (Emphasis supplied) investigation effectively removed any badge of procedural deficiency, if there was any, and satisfied the due process requirement. He cannot now be allowed to challenge the procedure opportunity to be heard before judgment is rendered, the in the proceedings before it. He was duly represented by counsel. He the hearings,moved for a reconsideration of Administrative Order No. Court of Appeals. His active participation in every step of the his Philippine residence could not be located. Be that as it may petitioner cannot argue that he was deprived of due process because he failed to confront and cross-examine the complainant. Petitioner voluntarily submitted to the jurisdiction of the PCAGC by participating filed his counter-affidavit, submitted documentary evidence, attended 12 issued by the President and eventually filed his appeal before the demands of due process are sufficiently met. In the case at bar, the PCAGC exerted efforts to notify the complainant of the proceedings but

Motion for Reconsideration which were considered by the CGFD negates Appellant FCash's allegation that it was deprived of due process because through the said pleadings, the latter was able to present its defense. The filing of the Motion for Reconsideration and the Supplemental

increasing number of complaints filed against lending and financing companies which repeatedly violated MC No.18. More importantly,the records show,as correctly pointed by CGFD,that Appellant FCash was given an ample opportunity to be heard, notwithstanding the suspension of the 2016 Rules. to issue rules and regulations designed to fully and effectively carry out and implement.15 The CGFD correctly pointed out that SEC Resolution No. the policies and objectives of the laws that it is mandated to administer 781A, Series of 2019 was issued by the Commission to address the of the implementation of the 2016 Rules did not result in the denial of due process as it was made pursuant to the authority of the Commission Moreover, we agree with the finding of CGFD that the suspension

to, and in imposing the appropriate penalties under MC No.18 based on On the basis of the foregoing, the act of CGFD in giving due course

the Investment Houses Law, the Financing Company Act and other existing laws. Pursuant thereto the Commission shall have,amongothers, the following powers and functions: 15 Section 5.1(g) of the SRC provides: have the powers and functions provided by this Code,Presidential Decree No.902-A, the Corporation Code "Powers and Functions of the Commission. 5.1. The Commission shall act with transparency and shall

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g Prepare,approve,amend orrepeal rules, regulations and orders,and issue opinions and provide guidance on and supervise compliance with such rules, regulations and orders;"

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CGFD (and with the Commission in relation to the instant Appeal) have formed part of the records of the case and have been duly considered negates the allegation that FCash was denied of its day in court. issuing only one formal charge for the third offense, did not constitute or amountto a violation of AppellantFCash'sright to hearing and to present evidence. The fact that the arguments, allegations and the evidence the unverified complaints filed against Appellant FCash, as well as in presented by Appellant FCash in all the pleadings that it filed with the

H. The imposition of the supreme

Appellant FCash's CA is not penalty of revocation warranted by the evidence on record. of

and exhibited a resolve to comply with the provisions of MC No. 18, policies and conducting training and seminars/orientations to guide and support thereof, it alleged that it voluntarily placed itself under the regulatory authority of the SEC by securing a CA as a lending company. by adapting and incorporating the provisions thereof in its own internal inform its employees. reformed rather than pilloried and condemned" as it had shown every especially after its attention was called on the complaints filed against it been organized only on 22 March 2018,"deserves to be guided and good intention to do its business in a legitimate and upright manner. In In its Appeal, Appellant FCash maintained that the company,having

manner which, according to CGFD, should not start and end with its violation of MC No. 18. The CGFD argued that Appellant FCash failed to prove its good intentions to do business in a legitimate and upright registration with the Commission. the revocation of Appellant FCash's CA should be sustained by the Commission on the basis of the complaints that it received for alleged In its Comment/Opposition,the CGFD maintained its position that

of a corporate franchise and/or license are provided in Section 5.1 (f) of appropriate sanctions for violations of the Revised Corporation Code (RCC)16, the SRC17 and its rules and regulations, including the revocation the SRC, to wit: The power and authority of the Commission to impose the

17 Republic Act No.8799 16 Republic Act No. 11232

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Company Act and other existing laws. Pursuant thereto the Commission shall have, among others, the following powers and functions: Commission shall act with transparency and shall have the powers and functions provided by this Code,Presidential Decree No. 902-A, the Corporation Code, the Investment Houses Law, the Financing "Sec. 5.Powers and Functions of the Commission.- 5.1. The

XXX XXX XXX f Impose sanctions for the violation of laws and the rules, regulations and orders issued pursuant thereto;"18

power of the Commission over lending and financing companies, to carry made pursuant to a valid exercise of the regulatory and supervisory out its mandate, among others, of placing their operations on a sound competitive, stable and efficient basis, and in preventing acts or practices prejudicial to the public interest. 20 engage the services of third party service providers to avoid liability for client harassment.19 The issuance and implementation of MC No. 18 was effectively address the abusive, unethical and unfair collection practices of lending and/or financing companies,specifically those who purposely At the outset, it should be stressed that MC No.18 was issued to

additional source of credit.22 MC No. 18 was issued to ensure that the collection of loans by lending and/or financingcompanies is madewithin jurisprudence21 that a loan obligation should be paid. The state in fact fully recognizes the critical role of lending and financing companies in providing medium and long-term credit for investments, and as companies from enforcing a contractual obligation against its borrowers for debts lawfully made. After all, it is established both in law and MC No. 18 was not issued to prevent lending or financing

18 Section 6 () of Presidential Decree No. 902-A, as amended, also provides: following powers: "Sec. 6. In order to effectively exercise such jurisdiction, theCommission shall possess the

implemented by the Commission, the pertinent rules and regulations, its orders, To impose fines and/orpena lties forviola tion of this Decree or any other laws being decisions and/orrulings;" XXX XXX XXX

21Jurisprudence tlls us that one who pleads payment has the burden of proving it; the burden rests on the defendant to prove payment,rather than on the pla intiff to prove non-payment. Indeed, once the existence of an indebtedness is duly established by evidence, the burden of showing with legal certainty that the obligation has been discharged by payment rests on the debtor.(Bognot vs RRI Lending Corporation. G.R. No. 180144,September24, 2014) 20 See Section 2 of Republic Act No.8556,otherwise known as the Financing Company Act of 1998and Section 2 of Republic Act No.9474, otherwise known as the Lending Company Regulation Act of 2007 22 Ibid 19 See First and Second WHEREAS Clauses of the MC No. 18

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the bounds of law, and to protect or safeguard the privacy, dignity and well-being of borrowers.

Lending Company, as appropriate for each circumstance." at its discretion, may impose a fine of not less than twice the fine for the second offense but not more than P1 Million (1,000,000) Pesos; or suspension of lending or financing activities for a period of sixty (60) days; or Revocation of Certificate of Authority to operate as a Financing or to the facts, circumstances and gravity of the offense, the Commission, Section 5 of MC No. 18 specifically provides, in part, that "subject

consistent with the concept of discretion which was explained by the Moreover,the exercise by the Commission of the discretion in choosing in the specific circumstance(s) attendant in each case. The foregoing is Supreme Court in Roble Arrastre, Inc. vs Villaflor23, to wit: the appropriate penalty based on its assessment of the "facts, circumstances and gravity of the offense"borne in the records of the case. the penalty to impose is qualified by the appropriateness of such penalty and deliberately used to grant the Commission the discretion to impose The word "may" in the afore-quoted provision was intentionally

own judgment upon the propriety or impropriety of the act done. If the discharge of the same requires neither the exercise of official discretion or judgment." (Emphasis supplied) or right conferred upon them by law or acting officially, under certain circumstances, uncontrolled by the judgment or conscience ofothers. A purely ministerial act or duty in contradiction to a discretional act is one which an officer or tribunal performs in a given state of facts, in a prescribed manner, in obedience to the mandate of a legal authority,without regard to or the exercise of his law imposes a duty upon a public officer and gives him the right to decide how or when the duty shall be performed, such duty is discretionary and not ministerial. The duty is ministerial only when the "Discretion,"when applied topublicfunctionaries,meansa power

agencies, the quantum of evidence required is substantial evidence or "such amount of relevant evidence which a reasonable mind might accept as adequate to justify a conclusion." 24 It bears emphasis that in proceedings before administrative

violating Section 1(h) of MC No. 18. Specifically, the complaints filed with among the lending companies that were complained of for allegedly In the instant case, the records show that Appellant FCash was

24 Travelaire & Tours Corp. and/or Christine B. Ojeda vs. National Labor Relations Commission and NenitaI. Medelyn, G.R. No. 131523, August 20, 1998 23 G.R. No. 128509, August 22, 2006

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the CGFD alleged that Appellant FCash's employees used abusive and findingof violation by Appellant FCash of Section 1(h) of MC No.18 was thus based on substantial evidence;a fact that was impliedly admitted by threatening words in exacting payment from its borrowers. CGFD's Appellant FCash itself.

substantial evidence showing of Appellant FCash's good intentions to do business in a legitimate and uprightmanner. implementation of its 2019 Memo where it actually terminated erring complying with the provisions thereof is supported by its issuance and FCash purposely engages the services of third party service providers to avoid liability for client harassment. These circumstances constitute that it had no intent to violate MC No. 18 and that it was serious in employees. Moreover, there is no evidence on record that Appellant However, the records also show that Appellant FCash's allegation

a court or tribunal of jurisdiction to wit: irregularity or abuse. In Pascualvs Burgos25,the SupremeCourtexplained what constitutes grave abuse of discretion which results in the ouster by the harshest penalty of revocation,all evidenceon record should be made available and considered by it to ensure that the ends of justice are met. This will ensure that the exercise of discretion is carried out properly and that the same is removed from any doubt that it is tainted with Appellant FCash cannot be overemphasized. In a situation where the Commission is called upon to exercise its discretion ofwhetherto impose The importance of considering the evidence presented by

of passion or personal hostility and must be so patent and gross as to amount to an evasion of positive duty or to a virtual refusal to perform the duty enjoined by or to act at all in contemplation of law." (Emphasis supplied) "By grave abuse of discretion is meant such capricious and whimsical exercise of judgment as is equivalent to lack of jurisdiction. The abuse of discretion must be grave as where the power is exercised in an arbitrary or despotic manner by reason

considered conclusive and are not subject to the review,to wit: factual findings that are not attended by abuse of discretion are In the same case, the Supreme Court also emphasized that only

"However, these rules do admit exceptions. Over time, the exceptions to these rules have expanded. At present, there are 10 recognized exceptions that were first listed in Medina v. Mayor Asistio, Jr.:

25 G.R. No. 171722, January 11, 2016

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supposed absence of evidence and is contradicted by the evidence on appellant and appellee;(7) The findings of the Court of Appeals are based; (9) When the facts set forth in the petition as well as in the and (10) The finding of fact of the Court of Appeals is premised on the abuse of discretion; (4) When the judgment is based on a issues of the case and the same is contrary to the admissions of both contrary to those of the trial court; (8) When the findings of fact are conclusions without citation of specific evidence on which they are petitioner's main and reply briefs are not disputed by the respondents; record. speculation, surmises or conjectures; (2) When the inference made is manifestly mistaken, absurd or impossible; (3) Where there is a grave misapprehension of facts; (5) When the findings of fact are conflicting; (6) When the Court of Appeals, in making its findings, went beyond the (1) When the conclusion is a finding grounded entirely on

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of the "probative value of the evidence presented." There is also a question of fact when the issue presented before this court is the correctness of the lower courts'appreciation of the evidence presented A question of fact requires this court to review the truthfulness or falsity of the allegations of the parties. This review includes assessment by the parties.

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whether there was substantial and convincing evidence to support the factual findings of the Court of Appeals.26 (Emphasis supplied) abuse of discretion in concluding that the Deed of Sale of House and Transfer of Rights (Exhibit D-1'), on which the petitioners have based their application over the questioned lot, is simulated and, therefore,an inexistent deed of sale." To resolve the issue, this court examined attended the evaluation of the facts and evidence presented by the parties. In Carino v. Court of Appeals, the issue presented before this court was "whether the respondent Court of Appeals committed grave Grave abuse of discretion, to be an exception to the rule, must have.

proceedings if only to ensure that the ends of justice are met, thus: sanctioned the act of administrative agencies in accepting and consideringpieces of evidence which are otherwise inadmissible in court In relation to the foregoing, the Supreme Court has recognized and

technical rules of evidence. It can accept documents which cannot be admitted in a judicial proceeding where the Rules of Court are "The general rule that administrative agencies are not bound by the

26 Ib id

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strictly observed. It can choose to give weight or disregard such evidence, depending on its trustworthiness."27 (Emphasis supplied)

resorted to if all available remedies have already been exhausted, to wit: Agapito Lubaton,et al.29 where We held that revocation will only be the drastic remedy of dissolving a corporation or revoking a franchise/license must be exercised with great caution,28 and that all remedies must be exhausted before imposing the harsh penalty of dissolution/revocation. The foregoing rule was applied by the Commission in the case of Marbel Institute of Technical College,et al. vs. It bears emphasis that in our jurisdiction, the prevailingrule is that

and not in doubtful cases.Revocation will only be resorted ifall the of dissolving a corporation must be exercised with great caution available remedies have been exhausted. In the instant case, Petitioner's allegation and evidence does not warrant the revocation of Respondents Marbel and Marvelous' Certificate of Incorporation.xxx." (Emphasis supplied) "Finally, the Commission has consistently ruled that not every casual infraction would be a valid ground for revocation. The drastic remedy

correct the misdeed, if there are other remedies available before imposing the penalty of dissolution was emphasized, to wit: importance of affording the erring corporation with an opportunity to In another case where the Commission applied the same rule, the

great caution and not in doubtful cases. This holds true in case where an individual's interest and not of the public is involved. In any event, all remedies must be exhausted before imposing the harsh penalty of dissolution. Also, the corporation must be given an opportunity to correct any misdeed or comply with the law since a dissolution will not be decreed unless no other adequate remedy is available.30 (Emphasis supplied) "The drastic remedy of dissolving a corporation must be exercised with

which has exhibited serious resolve and efforts to comply with the hold that while the imposition of a heavier penalty(ies) provided under to fully comply with the provisions of MC No.18.An errant corporation MC No.18 is warranted based on the number of violations committed by Appellant FCash,the penalty of revocation which was imposed by the CGFD is too harsh, considering the efforts that Appellant FCash has made Applying the foregoing rule and policies to the instant case, We

28 16A Fletcher Cyc Corp [Perm Ed] sec.8035 atp.155 29 SEC Case No. 05-09-0336, October 18, 2016 30 In the Matterof the Petition for Involuntary Dissolution of Starconnection, Inc., SEC Case No. 06-09-271, 27 Sugar Regulatory Administrationv. Tormon (G.R. No.195640,December4,2012) January 7, 2010.

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keeping its corporate franchise. regulations of the Commission, as what FCash did in the instant case deservesa final chanceto reform and to show that it is worthy to continue enjoying the privilege of operating as a lending company,and in effect,of

v.El Hogar Filipino31 is instructive and applicable, to wit Relative thereto, the old case of Government of the Philippine Islands

strict letter of the law was violated by the respondent;but it is equally pertinacity in contempt of the law. obvious that its conduct has not been characterized by obduracy or "Upon consideration of the facts above set forth it is evident that the

upon the facts here before us the penalty of dissolution would be excessively severe and fraught with consequences altogether disproportionate to the offense committed." property many months prior to the institution of this action. It is an appropriate remedy in this case. We do not of course undertake to say that a corporation might not be dissolved for offenses of this nature perpetrated in the past,especially if its conduct had exhibited a willful obduracy and contempt of law.We content ourselves with holding that for the dissolution of the corporation, the judgment of ouster was made conditional upon the failure of the corporation to discontinue its unlawful conduct within six months after final decision. In the case before us the respondent appears to have rid itself of the San Clemente evident from this that the dissolution of the respondent would not be for speculative purposes in contravention of its charter and contrary to the express provisions of law. Moreover, in that case the offending Nevertheless, instead of making an absolute and unconditional order be recognized as requiring their dissolution. In Government of the corporation was found to be still interested in the properties so purchased for speculative purposes at the time the action was brought This provision clearly shows that the courthas a discretion with respect to the infliction of capital punishment upon corporations and that there are certain misdemeanors and misusers of franchises which should not Philippine Islands vs. Philippine Sugar Estates Development Co. (38 Phil., 15), it was found that the offending corporation had been largely (though indirectly) engaged in the buying and holding of real property

nor render trivial the gravity of the offenses/violations that were already committed.32 FCash's CA is too harsh a penalty considering all the attendant sanctions that may be imposed under MC No.18 which will not diminish circumstances borne in the recordsof the case, and the fact that there are On the basis thereof, We find that the revocation of Appellant

31 G.R. No. 26649,[July 13, 1927] 32 d

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are hereby imposed upon FCASH GLOBAL LENDING INC.: basis ofa findingofits third violation of MC No. 18,the followingpenalties GRANTED.The Assailed Order of CGFD is hereby MODIFIED.On the WHEREFORE, premises considered, the instant Appeal is hereby

(B) FCASH GLOBAL LENDING INC. is hereby ordered to pay the (A) The Certificate of Authority to Operate as a Lending Company of FCASH GLOBAL LENDING INC.is hereby SUSPENDED for a FINE of Pesos:One Million (PhP1,000,000.00 period of Sixty (60)Days from receipt of this Decision;and

FCASH GLOBAL LENDING INC.is further directed to

(3) Discontinue operations until after the lapse of the (4) Submit proof of compliance with this Decision. (1) Inform the Commission of the date of its receipt of this 2) Settle in full the fine of Pesos: One Million suspension period; and Decision; (PhP1,000,000.00);

18 shall be meted with the penalty of revocation. A subsequent violation by FCASH GLOBAL LENDING INC. of MC No.

SO ORDERED.

Pasay City, Philippines; 02 March 2021.

MM EMILIOB/AQUINO Chairperson

1vu EPHYROLUISB.AMATONG Commissioner JAVEYPAULD.FRANCISCO Commissioner

KELVN LESTER K.LEE Commissioner KARLOS:BELLO Commissioner