SEC Adm. Case No. 02-10-197 St. Francis Square Holdings, Inc., et al.

SECURITIES AND EXCHANGE COMMISSION Republic of the Philippines

SEC Bldg. EDSA, Greenhills, Mandaluyong City

In the Matter of the Petition for

Suspension of Action and Proceedings against Petitioners, Rehabilitation with Prayer for

ST. FRANCIS SQUARE HOLDINGS, INC.ST. DEVELOPMENT CORPORATION, ST. FRANCIS SQUARE FRANCIS SQUARE REALTY Sec En Banc Case No. 02-10-197 (Sec Case No. 05-00-6609) For: Appeal to the Commission En Banc

Group of Companies) CORPORATION, Petitioners-Appellees, (formerly ASB

Deutsche Bank AG London, Creditor-Appellant.

RESOLUTION

This refers to Creditor-Appellant Deutsche Bank AG London's appeal from the Special Hearing Panel's Order dated 02 February 2010. Appellant filed its Notice of Appeai and Memorandum of Appeal with the Commission on 22 February 2010.

Forum Shopping was executed by Jose Salvador Y. Mirasol and Ronaido Modesto J. Ventura, purportedly as appellant's duly authorized representatives. They depose in At the outset, we find that the accompanying Verification and Certificate of Non-

part:

"1. That we are the authorized representatives of Appellant to initiate and file the instant Appeal, and accordingly, to execute this Verification and Certificate of Non-Forum Shopping, as evidence by the Power of Attorney dated 21 November 2008, attached hereto as Annex '1': xxx"

managing director Tod Macri, provides, in part, that: The said Power of Attorney, executed by appellant's director Johan Sudiman and

"We, DEUTSCHE BANK AKTIENGESELLSCHAFT, a corporation duly organised principal place of business at Taunusanlage 12 in the City of Frankfurt (Main), by and existing under the law of the Federal Republic of Germany and having its

Sec En Banc Case No. 01-1L7 Decision Page 2 of 4

our London Branch at Winchester House, 1 Great Winchester Street, London. EC2N 2DB (the "Company") HEREBY APPOINT the persons set out in Schedule 1 to be each severally our true and lawful attorney (the "Attorney") to execute and deliver in our name and on our behaif the documents described in Schedule 2 and to do any and all other acts and things as may be deemed necessary or incidental in relation thereto AND we hereby undertake to ratify everything which the Attorney shali lawfully do or purport to do in connection therewith. This Deed shall cease to have effect from the date given in Schedule 3. This Deed shall be governed and construed in accordance with English law.

Schedule 1

Name of authorised attormeys:

Beaux Richard Joseph Pontak;

Jacinto D. Jimenez; Jaime Raphael C. Feliciano. and any of the lawyers of the Romulo Mabanta Buenaventura Sayoc & de los Marco Jayme; Louie T. Ogsimer:

Angeles law office

Schedule 2

Description:

1 To represent the Company in SEC EN BANC Case No. 10-08-146 entitled "St.

Francis Square Hoidings, Inc., St. Francis Square Development, Inc., St. Francis Square Realty Corporation, (formerly ASB Group of Companies) v. The SEC Hearing Panel and Deutsche Bank AG London" ("Certiorari Proceedings") and in any appeal of the decision or orders rendered by the Securities and Exchange Commission in connection with, relating to or arising out of the Certiorari Proceedings;

2. To cause, the preparation and filing of any pleading, petition or document in all proceedings in any tribunal, court or agency in the Republic of the Proceedings: Philippines in connection with, reiating to or arising out of the Certiorari

3. To execute and sign any pleading, petition or document in all proceedings in any petition or document is required to be verified, any 2 of the signatures of the authorized persons in Schedule 1 shall be required; and tribunal, court or agency in the Republic of the Philippines in connection with. relating to or arising out of the Certiorari Proceedings, including any required verification and certification of non-forum shopping. if and when a pieading

4 To do, execute and perform ali acts and deeds which the Company could

$ Sec En Banc Case No. O1-: Decision Page 3 of 4

legally do and perform in order to protect its ihterest as creditor of the Obligor.

X

Crucially, Scheduie 2 of the Power of Attorney expressly provides that the

authority to execute -and sign, for and on behalf ofj the appellant, any pleadings, including the verification and certification of non-forum jshopping, extends only to such papers required in connection with, reiating to or arising out of SEC EN BANC Case No.

10-08-146 entitled "St. Francis Square Holdings, Inc., St. Francis Square Development,I Inc., St. Francis Square Realty Corporation, (formerly A$B Group of Companies) v. The SEC Hearing Panel and Deutsche Bank AG London."

The present appeal arose from SEC Case No. 05-00-6609, and not from SEC EN BANC Case No. 10-08-146 referred to by the Power of'Attorney. As stated earlier, the present case is an appeal from the Special Hearing Panel's Order, dated 03 February 2010, in SEC Case No. 05-00-6609. On the other hand,1SEC EN BANC Case No. 10-08- 146 concerns the distressed corporation's Petition for Review on Certiorari"with Prayer for Issuance of Temporary Restraining Order/Injunction) seeking to annul and set aside the Special Hearing Panel's Order, dated 03 October 2008, in SEC Case No. 05-00-6609. In other words, the present appeal cannot be considered as connected with, relating to or arising out of SEC EN BANC Case No. 10-08-146 since the two cases are in fact separate and independent of each other arising as they are from two distinct orders issued by the Special Hearing Panel, i.e., the 03 February 2010 Order and the 03 October 2008 Order, respectively.

The fact that the two cases are distinct from each other is even asserted in the Verification and Certificate of Non-Forum Shopping, wherein the affiants deposed:

"5. That St, Francis Square Holdings, Inc., St. Francis Square Development Corporation, and St. Francis Square Realty Corporation filed a Petition for Certiorari with the SEC En Banc to questioh the 3 October 2008 Order issued by the former SEC Hearing Panel. The case,{docketed as SEC En Banc Case No. 10-08-146, is entitled "St. Francis Square}Holdings, Inc., St. Francis Square Development, Inc., St. Francis Square Realty Corporation, (formerly ASB Group of Companies) v. The SEC Hearing Panel and Deutsche Bank AG London." That case, however, does not involve identical issues and reliefs prayed for as in this Appeal." (Emphasis added.)

146, and is irrelevant for purposes of the present appeal. Thus, the Verification and Clearly, the Power of Attorney pertains only to SEC EN BANC Case No. 10-08-

Certificate of Non-Forum Shopping is defective for not having been executed by the duly authorized representatives of the appeltant. And such defect is fatal to the appeal. The Commission's procedural rules provide:

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"SECTION 11-2. How Appealt is Taken. --- Appeal may be taken by serving upon the adverse party and filing with the Commission En Banc within fifteen (15) days from notice of Decision, Order or Ruling, a Notice of Appeal and a Memorandum on Appeal -and paying the corresponding docket fee therefor. Provided, that no appeal shall be given due course'unless it includes a for in Section 3-5 hereof."1 (Emphasis added.) certification of non-filing of multiple petitions and complaints provided

on non-forum shopping was submitted unaccompanied by proof of the signatory's authority for and in behalf of the juridical entity person.2 We find no compelling reason Further, it is well-settled that an appeal is subject to dismissal if the certification

to depart from this well-settled principle, and disregard the procedural rules.

WHEREFORE, premises considered, the appeal is hereby DISMISSED.

SO ORDERED.

Mandaluyong City, Philippines, 14 October 2010.

TE b: BARIt Chairperson

aL2 MA. JUANITA E. CUETO RAUL J. PALABRICA

Commissioner Commissioner

WMM MANUEL HUBERTO B. GAITE Commissioner ELADIO/M. JALA Commissioner

SCRA 334. 2 Philippine Airlines, Inc., et al. vs. Flight Attendants and Stewards Associations of the Philippines. et al., G.R. No 143088. January 24. 2006: Shipside Incorporated v. Court ofAppeals. G.R. No. 143377. February 20, 2001. 352 2006 Rules of Procedure of the Securities and Exchange Commission, Rule XI, Section 1 i-2.