Morelos v. Samsom
A.C. No. 10505
April 12, 2023
FACTS:
Version
of the Complainants
The late Ramon Sr. was a
stockholder of Aries Engineering and Machine Works, Inc. (Aries) and Supreme
Engine Rebuilding & Machine Works Specialists, Inc. (Supreme Engine),
corporations which are engaged in the repair, assembly, and manufacture of all
kinds of machineries, appliances, and engines. On April 26, 2011, Ramon died
and was survived by his children, two of whom are complainants herein. On the
other hand, respondent is the Corporate Secretary of Aries and Supreme Engine. While
collating the properties left by their deceased father, complainants learned,
by examining the GIS of Aries and Supreme Engine, that the shares of stock of
their father were transferred to existing stockholders of the two corporations.
The GIS of Aries dated March 25, 2011 and the GIS of Supreme Engine dated April
29, 2010 showed that Ramon owned 2,500 shares of stock, respectively. However,
in the GIS of Aries and Supreme Engine both dated November 23, 2011, Ramon's
shares of stock were no longer reflected in either one. Similarly,
complainants' aunt, Violeta D. Samson, owned 3,340 and 3,750 shares of stock in
Aries and Supreme Engine, respectively, as shown in the 2011 Aries GIS and 2011
Supreme Engine GIS. However, after her death in December 2011, both the 2012
GIS of Aries and Supreme Engine showed that her shares of stock were no longer
reflected therein.
Complainants wrote respondent a
letter questioning why, as the Corporate Secretary of Aries and Supreme Engine,
allegedly made false statements under oath in the subject GIS of said
corporations, specifically those dated November 23, 2011 and the year 2012.
Despite the absence of actual transfer of shares of stock, respondent falsely
stated in the GIS an untruthful distribution of shareholdings in the
corporations. However, respondent failed to respond to complainants' letter, as
well as to their request for other documents and other records in connection
with the transfers. Thus, complainants filed a criminal complaint for four
counts of perjury against respondent for his untruthful statements in the GIS
of both corporations. The criminal case was docketed as NPS Docket No.
III-13-INV-14-A-00058 entitled, "Verna Samson Morelos v. Virgilio Martin
P. Samson." The case is pending before the Office of the City Prosecutor
of San Fernando, Pampanga City.
Version of the Respondent
Respondent alleged that Aries and Supreme Engine are family
corporations owned by the Samson Family composed of four siblings, namely: Violeta,
Ramon, Jr., Milagros and Vicente. Complainants are the illegitimate children of
Ramon while respondent is the legitimate child of Vicente. After their parents
died, Violeta assumed the role of the matriarch of the Samson Family. Respondent,
being the lone legal practitioner in the family, assumed the position of
Corporate Secretary of both corporations. Respondent alleged that due to the
extravagant lifestyle of Ramon and to a stroke he suffered in 1999, he had to
dispose of his properties, including his shares of stock in Aries and Supreme
Engine, to support himself. He sold his shares in Aries and Supreme Engine for
PHP125,000.00 to Violeta on May 4, 2006 when they entered into a Deed of
Absolute Sale. However, Ramon requested that the transfer of shares of stock
will only be recorded in the stock and transfer book upon his death. When Ramon
died, Violeta facilitated the transfer of shares and presented the Deed of
Absolute Sale to respondent, informing him that she owned Ramon's shares of
stock from then on. Violeta instructed respondent to transfer Ramon's shares of
stock to her and their two other siblings. Respondent relied on Violeta's
assurances that the proper transfer fees will be paid and the required
documentation will be arranged by her accounting firm, including the recording
of the entries in the corporations' respective Stock and Transfer Books. Consequently,
the said transfers were reflected in the GIS of Aries and Supreme Engine dated
November 23, 2011.
As regards Violeta's shares,
respondent explained that when Violeta was suffering the final stages of lung
cancer, she decided to transfer her remaining shares of stock to the other
shareholders and to some other members of the family. Again, she verbally
assured respondent of the corresponding transfer fees and required
documentation. Thus, respondent reflected the transfers in the subsequent 2012
GIS of Aries and Supreme Engine after Violeta's death in December 2011. Unfortunately,
respondent could not produce the Stock and Transfer Books and other
documentation when the same were requested by complainants because all were
destroyed during typhoons Ondoy and Habagat. To support this, he presented the
Certifications of the Punong Barangay of San Nicolas, San Fernando, Pampanga,
attesting that the corporations' properties were indeed damaged during the
typhoon.
ISSUE:
Whether
or not respondent was in violation of the Lawyer’s Oath and the CPR.
HELD:
Yes.
His filing of the assailed GIS of Aries and Supreme Engine indicating
shareholdings of individuals not supported by conveyancing documents and proper
payment of taxes and other fees amounts to conduct that can be construed as
unlawful or deceitful. Such acts can likewise be taken as conduct adversely
reflecting respondent’s fitness to practice law. The transfer of shares without
the requisite transfer of documents and consequent non-payment of taxes is
deemed violation of various BIR issuances. The filing and submission of the notarized
GIS containing “false” entries can likewise be deemed as violation of penal
statutes and administrative issuances.
Respondent
is not only a corporate secretary he is also a lawyer who is presumed to know
requirements of the law before changes in corporate shareholdings can properly
and validly be reflected in GIS submitted to the SEC. In this case, he not only
neglected to perform his duties as a corporate secretary of the 2 corporations,
he likewise neglected his duties as a lawyer. A lawyer’s neglect of a legal matter
entrusted to him constitutes inexcusable negligence for which he must be held
administratively liable. It betrays his avowed fidelity and renders him unworthy
of the client’s trust and confidence.
