SEC En Banc Case No. 11-23-532In the Matter of Petition to Dispute Existing General Information Sheet of Belleville Development, Inc. and to Admit New General Information Sheet

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

IN THE MATTER OF

PETITION TO DISPUTE EXISTING GENERAL INFORMATION SHEET OF BELLVILLE DEVELOPMENT, INC

INFORMATION SHEET. AND TO ADMIT NEW GENERAL

MARIA BEATRIZ M. VAZQUEZ, Appellant, SEC En Banc Case No. 11-23-532

- versus -

JOSUE ROMANO C. WENCESLAO, representing Secretary of as BELLVILLE Corporate

DEVELOPMENT, INC.

Appellee.

DECISION

praying for the dismissal of the Petition to Dispute Existing General merely on the basis of the principle of judicial courtesy; and for willful and deliberate forum shopping. 23 November 2023 (the"Appeal"),filed by MARIA BEATRIZ M.VAZQUEZ Information Sheet of Bellville Development, Inc. and to Admit New General Information Sheet (the "Petition") on the merits of the case, and not Before this Commission En Banc is the Appeal Memorandum dated

RELEVANT FACTS

Vazquez, (3) Jose B. Fernandez, (4) Aida Eusebio Ambrosio, and (5) corporation duly organized and existing under Philippine laws, having been issued a Certificate of Incorporation bearing SEc Registration No. 79545 on 9 May 1978. Its incorporators as stated in Article V of its Articles of Incorporation are: (1) Maria Luisa M. Vazquez, (2) Daniel Segundina V. De Leon. Bellville Development, Inc. (the "Corporation" or "Bellville") is a

Vazquez (Maria Luisa), who are among the incorporators of the Dr. Daniel E. Vazquez (Dr. Vazquez) and Maria Luisa Madrigal

SEC En Banc Case No. 11-23-532 Vazquez vs Wenceslao Page 2 of 12 Decision

Corporation, are the parents of Appellant Maria Beatriz M. Vazquez (the "Appellant").1

On 26 April 2016, Maria Luisa died.2

Thereafter, Dr. Vazquez and Appellant filed before the Regional Trial Court, Branch 56 of Makati City (RTC Branch 56) a Petition for the

Was docketed ad SP Case No. R-MKT-16-00044-S.3 Intestate Settlement of the Estate of Maria Luisa Madrigal Vazquez which

On 16 September 2016, Dr. Vazquez married Appellee Maria Pacita Gaborro Vazquez (Maria Pacita).4

On 3 April 2021, Dr. Vazquez died.5

Branch 237 of Makati City (RTC Branch 237) a Petition with Urgent (the "Maria Pacita Petition").6 The RTC Branch 237 granted the Maria Pacita Petition in its Order dated 17 October 2022 (the "RTC Branch 237 2022 which authorized Maria Pacita "to take possession and charge of the the same".7 Motion to Appoint Maria Pacita Gaborro Vazquez as Special Administrator Order"), and issued Letters of Special Administration dated 2 November goods, chattels, rights, credits, and estate of the deceased and preserve On 6 May 2021, Maria Pacita filed before the Regional Trial Court,

G.R. SP No. 179268. This Petition for Certiorari is currently pending before the Eighth Division of the CA.8 of Appeals (CA) via a Petition for Certiorari which was docketed as CA- The Appellant assailed the RTC Branch 237 Order before the Court

Decision"), the RTc Branch 56 ruled and declared, among others, that "ALL shares of stocks in the Madrigal-Vazquez Family Corporations in the name of Maria Luisa M. Vazquez and/or Daniel E. Vazquez" are PARAPHERNAL PROPERTY of Maria Luisa M. Vazquez. The RTC Branch 56 Decision specifically named Bellville as one of the Madrigal- Vazquez Family Corporations.9 In its Decision dated 10 December 2021 (the "RTC Branch 56

7 Comment dated 18 December 2023. Par. 8 4 Ibid. Par. 16 6 Ibid. Par. 19. The case was re-raffled to RTC Branch 132 Appeal Memorandum. Par. 20 9 Ibid. See Annex "E" 1 Appeal Memorandum. Par. 13 2 Ibid. Par.14 3 Ibid. Par. 15 5 Ibid. Par. 18

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Finality which certified that the RTC Branch 56 Decision has become final On 27 October 2022, the RTC Branch 56 issued a Certificate of

and executory on 10 January 2022.1 Consequently, and consistent with the RTC Branch 56 Decision, Bellville made an entry in the "Stockholder's Information" section of its 2022 and 2023 General Information Sheets (the "Bellville GIS") that the shares of stocks in the name of Dr. Vazquez are paraphernal properties of Maria Luisa.11

On 4 April 2023, Maria Pacita filed a Verified Complaint dated 23

Bellville12, praying that she be allowed to inspect the books and records that her request was anchored on her good faith belief that Dr. Vazquez Corporation.13 The Verified Complaint was denied by the CRMD in its of the Corporation in her capacity as the duly appointed Special Administrator of the estate of Dr. Vazquez. Maria Pacita alleged therein owned and registered under his name, shares of stock of the Order dated 31 August 2023. January 2023 (the "Complaint") against the directors and officers of

Wenceslao.14 Thus, they sought the admission of a 2023 GIS that they prepared (the "Appellees' 2023 GIS"), and prayed that the Bellville GIS on file with the Commission be marked as "Disputed" .15 further alleged that during the special meeting, the offices of the Board of the following as the new members of the board: (a) Maria Pacita, (b) Alfredo G. Cruz, (c) Antonio A. Ligon, and (d) Josue Romano C. therein that Bellville conducted a special stockholders' meeting on 18 August 2023 at her instance, being the special administratrix of the estate of Dr. Vazquez who is a stockholder of record thereof. The Petition the Corporation were declared vacant which resulted in the election of On 14 September 2023, Maria Pacita filed the Petition, alleging

RTC Branch 56 Decision which has attained finality, Maria Pacita cannot the special administratrix of the estate of Dr. Vazquez. Appellant thus sought the dismissal of the Petition on the foregoing ground as well as for willful and deliberate forum shopping. dispose of the shares under the name of Dr. Vazquez, in her capacity as In her Verified Answer, Appellant maintained that pursuant to the

the pendency of the issue on the validity/legality of the appointment of Petition on the ground of judicial courtesy. The CRMD posited that with On 3 November 2023, the CRMD issued an Order dismissing the

10 Ibid. Par. 21 Grace Cielo S. Balquin, (d) Rosana D. Vazquez, and (e) Lourdes R. Majuelo, as the members of the Board 12 The Complaint specifically named (a) Maria Beatriz M. Vazquez, (b) Jose Miguel Duavit Vazquez, (c) and Officers of the Corporation. 13 Id. See Annex "G" 15 Id. See Annex "A" 11 Id. Par. 22 14 Id. Par. 27.1

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the Court of Appeals, the principle of judicial courtesy should be applied so as not to moot or render moribund the said issue. Maria Pacita as Special Administrator of the estate of Dr. Vazquez with

Hence, the instant Appeal.

On 20 December 2023, Appellees Maria Pacita, Josue Romano Wenceslao, Alfredo Cruz, and Antonio Ligon (Appellees) filed their

shares of Bellville which Maria Pacita is managing, as the Special Administratrix of the estate of Dr. Vazquez. Appellees also argued that the for the dismissal of the Appeal for lack of merit. Invoking the 2020 GIS of the Corporation, they maintained that Dr. Vazquez owns 74.5967% of the Comment (On: Appeal Memorandum dated 23 November 2023),praying

the jurisdiction of the Commission, and should therefore not be passed issue on the alleged ownership by Dr. Vazquez of the Bellville shares registered in his name is a matter that is outside ofthe Appeal and beyond upon by the Commission.

ISSUES

A. Whether or not the Bellville GIS on record with the Commission

B. Whether or not the Appellees' 2023 GIS should be admitted. should be marked "Disputed".

RULING

The Appeal is impressed with merit.

same shall be discussed and passed upon together. Considering that the issues are closely related and intertwined, the

appointment as Special Administratrix of the estate of Dr. Vazquez. Administratrix of the estate of Dr. Vazquez, currently pending with the CA. In support thereof, Appellant argued that the allowance or RTC Branch 56 Decision that has already attained finality, will have no effect on the affirmation or denial by the appellate court of Maria Pacita's 2023 GIS prepared by the Appellees should be admitted, will not moot the issue on the legality/validity of Maria Pacita's appointment as Special disallowance of the Appellees' 2023 GIS, which should be based on the In her Appeal, Appellant maintained that the issue on whether the

Branch 56 Decision cannot be considered in the instant case because it Appellees, on the other hand, retort with the argument that the RTc

in the name of Dr. Vazquez. This, according to Appellees, is outside the jurisdiction of the Commission. Appellees also argued that the principle will determine the ownership of the 74.5967% Bellville shares registered

of immutability of judgment is not applicable in the instant case since the

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CRMD is bound to mark as "Disputed" two (2) sets of GIS filed with the Commission.

The Commission does not subscribe to the position of Appellees.

The provisions of the Revised Corporation Code (RCC) are aimed at instituting and implementing corporate governance standards consistent

to and implements the principles of good corporate governance, specifically the principles on fair and full disclosure, transparency, and protection of shareholders.16 Thus, Section 177 of the Revised with international best practices, among others. The filing of a GIS relates

among others, thus: Corporation Code (RCC), specifically requires the submission of a GIS,

"SEc. 177. Reportorial Requirements of Corporations. Except as otherwise provided in this Code or in the rules issued by the Commission, every corporation, domestic or

Commission: foreign, doing business in the Philippines shall submit to the

XXX XXX XXX

(b) A general information sheet. xxx"

RCC, Memorandum Circular No. 3, series of 2021 requires the filing of a GIS withinthirty Relative to the implementation of the afore-quoted provision of the (30} days from the date of annual

corporation decide to change its email address, it has to comply with the stockholders/members' meeting, exclusively through the Commission's Online Submission Tool (OST). Moreover, to ensure the integrity of the documents filed online, the Commission issued Memorandum Circular No. 28, series of 2020 (MC 28) requiring corporations to submit an official email address and mobile number which shall be under the control of the requirements prescribed therein. corporate secretary. Corporations can only file and receive processes from the Commission through the enrolled email address. Thus, should a

the Board, to wit: filer which is on record with the Commission, and which We take administrative notice of, provides that the following are the members of The Bellville GIS submitted/filed by the Corporation's authorized

(1) ) Jose Miguel Duavit Vazquez Maria Beatriz M. Vazquez

httpsi//www.oecd.org/daf/ca/Corporate-Governance-Principles-ENG.pdf 16 G20/OECD Principles of Corporate Governance. Accessed at:

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(3 4 Rosana D. Vazquez Grace Cielo S. Balquin

(5 Lourdes R. Majuelc

We note that the earlier GIS i.e. 2019 and 2020 which the

practically the same members of the Board. Corporation filed, and is on record with the Commission, contains

In the same Belville GIS, the following were declared as the stockholders of the Corporation, thus:

1} } 3 Maria Beatriz M. Vazquez - 0.0039% Daniel E. Vazquez - 74.5967% Ma. Luisa M.Vazquez - 25.3876%

5 4 Lourdes R. Majuelo - 0.0039% Grace Cielo S. Balquin - 0.0039%

Jose Miguel Duavit Vazquez - 0.0039%

Corporation filed, and is on record with the Commission, contains the We note that the earlier GIS i.e. 2019 and 2020 which the

same stockholders.

on the stockholdings of Dr. Vazquez, thus: In the Bellville GIS, the Corporation has made the following entry

SP, these shares are considered the paraphernal property of Maria Luisa M. Vazquez." (hereafter referred to as the "Entry December 2021 issued by the Regional Trial Court Branch 56, Intestate Settlement of the Estate of Maria Luisa Madrigal Vazquez' docketed as Spec. Proc. Case No. R-MKT-16-00044- "Pursuant to a final and executory Decision dated 10 on the Paraphernal Properties of Maria Luisa") Makati City in the case entitled 'In the Matter of the Judicial

At this juncture, emphasis should be made of the fact that the

if other minds equally reasonable might conceivably opine otherwise.17 quantum of proof needed to support a finding and/or an action of the We find this rule reiterated in NBI vs Najera18, where the Supreme Court ruled: Commission, is only substantial evidence, or such relevant evidence as a reasonable mind might accept as adequate to support a conclusion, even instant case partakes of the nature of an administrative case where the

17 Miro vs Mendoza {G.R. Nos. 172532 172544-45. November 20, 2013} 18 G.R. No. 237522. June 30, 2020

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"The quantum of proof in administrative proceedings necessary for a finding of guilt is substantial evidence or such relevant evidence as a reasonable mind may accept as adequate to support a conclusion.The burden to establish the charges rests upon the complainant. The

fails to show in a satisfactory manner the facts upon which case should be dismissed for lack of merit if the complainant his accusations are based. The respondent is not even obliged to prove his exception or defense." (Emphasis supplied)

In the instant case, Appellant submitted in evidence a copy of the Finality of Judgment which affirmed that all shares of stock in Bellville registered under the name of Dr. Vazquez are Paraphernal Property of Maria Luisa, by virtue of the fact that Bellville is one of the Madrigal.

RTc Branch 56 Decision will not affect the issue on the validity of the to the existence or non-existence of her authority to administer the Vazquez, currently pending with the CA, because the same merely relates the latter's shareholdings in Bellville. properties belonging to the estate of Dr. Vazquez, which does not include Vazquez Family Corporations. Appellant essentially maintained that the appointment of Maria Pacita as Special Administratrix of the estate of Dr.

admitted, albeit impliedly, by Appellees who insisted on its exclusion and the non-applicability of the principle of immutability of judgments, to wit: The fact that the RTC Branch 56 Decision has attained finality is

of judgments is misplaced. The alleged Decision dated 10 December 2021in the Estate of Luisa Case, supposedly property, cannot control the SEC CRMD's action to accept the 2023 GIS of Bellville prepared by Attorney Wenceslao and "Second, Beatriz's invocation of the principle of immutability declaring Dr. Vazquez's shares in Bellville as paraphernal consider the latest GIS of Bellville on file to be disputed."19 (Emphasis supplied)

part of the records of the case, and which this Commission can take judicial notice of, constitutes substantial evidence of the matter(s) passed upon therein. The Finality of Judgment of the RTC Branch 56 Decision which is

prohibits any alteration, amendment, or modification of a judgment that judgment, is a well-established rule in jurisprudence that has been has attained finality, even if the same is intended to correct an erroneous In our jurisdiction, the doctrine of immutability of judgment which

19 Comment dated 18 December 2023. Par. 28

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consistently been adhered to, and applied by the courts and administrative agencies exercising quasi-judicial functions, thus:

"Under the doctrine of finality of judgment or immutability of judgment, a decision that has acquired finality becomes immutable and unalterable, and may no longer be modified in any respect, even if the modification is meant to correct

made by the court that rendered it or by the Highest Court of erroneous conclusions of fact and law. and whether it be

the land. Any act which violates this principle must immediately be struck down."2o

Supreme Court emphasized that the doctrine of immutability of judgment is intended to put an end to endless litigation, thus: In the case of the Heirs of Maglaque vs Court of Appeals21, the

supplied) rule of law and the maintenance of peace and order by fundamental considerations of public policy and sound definite time fixed by law; otherwise, there would be no settling justiciable controversies with finality." (Emphasis judgments or orders of courts must become final at some end to litigations, thus setting to naught the main role of courts of justice which is to assist in the enforcement of the "The doctrine of finality of judgment is grounded on practice, and that, at the risk of occasional errors, the

function of the court or administrative agency exercising quasi-judicial function to issue and implement a writ of execution, thus: Hence, once a decision attains finality, it becomes the ministerial

judgment promulgated, more particularly, the orders or holding in abeyance of the issuance of a writ of execution of a final and executory judgment can be considered court."22(Emphasis supplied) conform substantially to every essential particular of the decrees in the dispositive portion of the decision. Even the prevailing party is entitled as a matter of right to a writ of execution. Its issuance is, in fact, the trial court's ministerial duty, the only limitation being that the writ must abuse of discretion "Stated differently, once a judgment becomes final, the on thepart of the trial

22 Vargas vs Cajucom (G.R. No. 171095, June 22, 2015) 20 Gadrinab vs Salamanca {G.R. No. 194560, June 11, 2014} 21 G.R. No. 163360. June 8, 2007

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On the basis of, and pursuant to the afore-quoted doctrines, this Commission finds and so holds that is duty-bound to recognize the RTc

submitted by Appellant, and which forms part of the evidence on record Branch 56 Decision, an official act of the Judicial Branch, which has been

Necessarily, this Commission is equally bound to recognize the legal

properties23 of Maria Luisa (the "Paraphernal Shares"), the legal effects thereof is that all such shares belong to Maria Luisa, and does not form already made a final determination that, among others, the 74.5967% shares in Bellville under the name of Dr. Vazquez are paraphernal effects thereof. In this regard, considering that the RTc Branch 56 has

part of the estate of Dr. Vazquez. The fact that Maria Pacita has been

Special Administratrix are exclusive properties of Maria Luisa, and are not part of the estate of Dr. Vazquez. Being such, there is therefore nothing for Maria Pacita to administer or forms part of the estate of Dr. Vazquez. Maria Pacita has in fact, no standing in Bellville, and Bellville has no obligation to recognize her because the shares that she is purporting to represent and administer as appointed by the RTC 237 as Special Administratrix of the estate of Dr. Vazquez did not change the nature of the Paraphernal Shares. manage in Bellville because there is practically no share therein that

paraphernal properties of Maria Luisa, the doctrine of finality of appellate courts, such affirmation will not result in the Paraphernal Branch 56 Decision, having finally settled the ownership of the 74.5967% shares in Bellville that are under the name of Dr. Vazquez i.e. they are judgment demands that the same be recognized and respected. This matter, being conclusive upon the courts and administrative agencies, can no longer be disturbed or modified even by the highest court. Special Administratrix of the estate of D. Vazquez is affirmed by the becoming part of the estate of the latter. As earlier pointed out, the RTC properties of Maria Luisa registered under the name of Dr. Vazquez Even granting ex gratia that Maria Pacita's appointment as the

23 "According to the Civil Code in force in the Philippines, by paraphernal property is meant that which the wife brings to the marriage without including it in the dowry, and that which she later acquires without adding it thereto. The wife retains the ownership over such property: the husband cannot his wife, who has the management of said property, unless she has made it over to him before a notary in order that he may administer it, in which case the husband is bound to give a mortgage for the value of the personal property received by him, or to give security therefor in the manner provided for in dowered estate. The husband's personal obligation shall not be collected from the income of the It should be noted that both with respect to the "paraphernal property" and to the "statutory separate estate," the ownership thereof belongs to the wife exclusively, and the income is not at the husband's disposal, nor is she responsible for his personal obligations." (Ossorio vs Posadas. G.R. No. L-31088. December 3, 1929} [Emphasis supplied] exercise any action of any sort with respect to such property without the intervention or consent of paraphernal property, unless it be proved that they have been for the benefit'of the family. (Arts. 1381, 1382,1384,and 1386 of the Civil Code.)

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Prescinding therefrom, this Commission agrees with Appellant, and finds that the determination on whether to dispute the Bellville GIS and/or deny admission of the Appellees' 2023 GIS will not moot the cases that are pending with the appellate court covering the validity of the

D. Vazquez. This Commission can thus rule on the issues presented in the Maria Pacita's appointment as the Special Administratrix of the estate of

instant Appeal without violating the principle of judicial courtesy.

in Bellville have ceased to be such, this Commission will recognize and Bellville GIS. Conversely, the absence of any evidence that Dr. Vazquez, paraphernal properties of Maria Luisa, justifies the denial of Appellee's Paraphernal Properties of Maria Luisa. This entry is essentially an absence of any evidence that the paraphernal properties of Maria Luisa on his own, has a shareholding in Bellville that is not part of the prayer to admit the Appellees' 2023 GIS. annotation of the RTC Branch 56 Decision on the Bellville GIS. In the respect the Entry on the Paraphernal Properties of Maria Luisa in the In the instant case, the Bellville GIS contains the Entry on the

of any legal basis as it will contravene the RTC Branch 56 Decision. Vazquez's shareholdings currently indicated in the Bellville GIS is bereft Bellville solely and exclusively on her claim that Dr. Vazquez has Corporation with no personality to participate in its affairs. Thus, any action made by Maria Pacita involving Bellville which is anchored on Dr. shareholdings thereon, the fact that the RTc Branch 56 Decision has conclusively negated such claim necessarily makes her an outsider of the Considering that Maria Pacita anchors her actions involving

administering/managing the shareholdings of Dr. Vazquez in Bellville. In Maria Pacita and/or Appellees were already aware, or are presumed to be aware, of the RTC Branch 56 Decision. However, they nonetheless used the 2020 GIS of the Corporation which does not yet contain the Entry on on the part of Maria Pacita and/or Appellees to conceal from this Commission the fact that the source of Maria Pacita's authority to carry Pacita and/or Appellees deliberately used the 2020 GIS of the Corporation to support their claim that they are validly this regard, the Petition was filed on 14 September 2023. By this time, the Paraphernal Properties of Maria Luisa. This shows a clear intention out corporate acts of Bellville is non-existent. It also does not escape the attention of the Commission that Maria

the RTC Branch 56 Decision in passing upon the issues presented in the 74.5967% Bellville shares registered in the name of Dr. Vazquez. This, according to Appellees, is outside the jurisdiction of the Commission. Appeal since it will constitute a determination on the ownership of the Appellees also maintained that the Commission cannot consider

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Appellees' argument does not induce assent.

This Commission considered the RTc Branch 56 Decision in

issued the Decision. What the Commission did was merely to recognize the RTC Branch 56 Decision and its legal effects in passing upon the issues on whether to dispute the Bellville GIS and to admit the Appellees' 2023 doctrine of finality of judgment/immutability of judgment. In doing so this Commission, however, merely recognized the ruling of the RTC Commission did not determine nor pass upon the issue on the ownership of these shares, contrary to the position of Appellees. The ownership of the 74.5967% shares in Bellville that are under the name of Dr. Vazquez has already been adjudged by the RTc Branch 56 which GIS. This is a matter that is within the jurisdiction of the Commission. passing upon the issues presented in the instant Appeal pursuant to the Branch 56 which declared as paraphernal properties of Maria Luisa, the 74.5967% shares in Bellville that are under the name of Dr. Vazquez. This

triggered if there is a double filing of GIS, or if there is a single filing, provided that the existence of an intra-corporate dispute is established. In such instances, the Corporate Filings and Records Division of the case, there is no double filing of GIS from two (2) different groups and "DISPUTED" the Belville GIS that the Corporation filed, and is on record with the Commission. CRMD is directed to mark as "DISPUTED" the relevant GIS. In the instant there is also no intra-corporate dispute as Maria Pacita is not even a shareholder of the Corporation. Thus, there is no basis to mark as 242, s. 2013 (S0 No. 242) is misplaced. The application of S0 No. 242 is Finally, Maria Pacita's and Appellee's resort to SEC Office Order No.

as the same will ignore and run counter to the final and executory RTC Branch 56 Decision, which this Commission is bound to recognize and Appellees' 2023 GIS who have failed to show proof that Dr. Vazquez, on his own, has a shareholding in Bellville that is not part of the paraphernal properties of Maria Luisa. A contrary ruling would amount to one made uphold. with grave abuse of discretion amounting to lack or excess of jurisdiction Be that as it may, the Commission cannot accept/admit the

is hereby GRANTED. The Petition to Dispute Existing General Information Sheet of Bellville Development, Inc. and to Admit New General Information Sheet is hereby DENIED for lack of merit. WHEREFORE, premises considered, the Memorandum on Appeal

SO ORDERED.

Makati City, Philippines; 27 February 2024.

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EMILIO B. AQUINO Chairperfon

JAVEY PAUL D. FRANCISCO * KEWVIN LESTER K. LEE

Commissioner Commissioner

KARLO S. BELLO * MCJILL BRYANT T. FERNANDEZ

Commissioner Commissioner

*On Official Business