Cordon Case

7/23/2019 Cordon Case

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EN BANC

[A.C. No. 2797. October 4, 2002]

ROSAURA P. CORDON, complainant, vs.

JESUS BALICANTA,respondent.

R E S O L U T I O N

PER CURIAM

On August 21, 1985, herein complainant Rosaura Cordon filed

ith this Court a complaint for dis!arment, doc"eted as

Administrati#e Case No$ 2%9%, against Att&$ 'esus Balicanta$ After

respondents comment to the complaint and complainants repl&

thereto, this Court, on (arch 29, 1995 referred the matter to the

)ntegrated Bar of the *hilippines +)B*, for !re#it& for

in#estigation, report and recommendation ithin 9- da&s from

notice$ Commissioner .eorge Briones of the )B* Commission on

Bar /iscipline as initiall& tas"ed to in#estigate the

case$ Commissioner Briones as later on replaced !&

Commissioner Renato Cunanan$ Complainant filed a supplementalcomplaint hich as dul& admitted and, as agreed upon, the

parties filed their respecti#e position papers$

Based on her complaint, supplemental complaint, repl& and

position paper, the complainant alleged the folloing facts0

hen her hus!and eli3!erto C$ 'aldon died, herein complainant

Rosaura Cordon and her daughter Rosemarie inherited the

properties left !& the said decedent$ All in all, complainant andher daughter inherited 21 parcels of land located in 4am!oanga

Cit&$ he la&er ho helped her settle the estate of her late

hus!and as respondent 'esus Balicanta$



6ometime in the earl& part of 1981, respondent enticed

complainant and her daughter to organi7e a corporation that

ould de#elop the said real properties into a highscale

commercial comple3 ith a !eautiful penthouse for

complainant$ Rel&ing on these apparentl& sincere proposals,complainant and her daughter assigned 19 parcels of land to

Rosaura Enterprises, )ncorporated, a nel&formed and dul&

registered corporation in hich the& assumed maorit&

onership$ he su!ect parcels of land ere then registered in

the name of the corporation$

hereafter, respondent singlehandedl& ran the affairs of the

corporation in his capacit& as Chairman of the Board, *resident,

.eneral (anager and reasurer$ he respondent also made

complainant sign a document hich turned out to !e a #oting

trust agreement$Respondent li"eise succeeded in ma"ing

complainant sign a special poer of attorne& to sell and mortgage

some of the parcels of land she inherited from her deceased

hus!and$6he later disco#ered that respondent transferred the

titles of the properties to a certain ion 6u& Ong ho !ecame the

ne registered oner thereof$ Respondent ne#er accounted for

the proceeds of said transfers$

)n 1981, respondent, using a spurious !oard resolution,

contracted a loan from the :and Ban" of the *hilippines +:B*, for

!re#it& in the amount of o (illion o ;undred ent& *esos

+*2,22-,--- using as collateral 9 of the real properties that the

complainant and her daughter contri!uted to the corporation$ he

respondent ostensi!l& intended to use the mone& to construct the

Baliasan Commercial Center +BCC, for !re#it&$ Complainant

later on found out that the structure as made of poor materials

such as sawali, coco lum!er and !am!oo hich could not ha#e

cost the corporation an&thing close to the amount of the loan

secured$



or four &ears from the time the de!t as contracted, respondent

failed to pa& e#en a single installment$ As a result, the :B*, in a

letter dated (a& 22, 1985, informed respondent that the past due

amorti7ations and interest had alread& accumulated to 6e#en

;undred ent&nine housand i#e ;undred hree *esos andent&fi#e Centa#os +*%29,5-<$25$ he :B* made a demand on

respondent for pa&ment for the tenth time$ (eanhile, hen the

BCC commenced its operations, respondent started to earn

re#enues from the rentals of BCCs tenants$ On Octo!er 28, 198%,

the :B* foreclosed on the 9 mortgaged properties due to non

pa&ment of the loan$

Respondent did not e3ert an& effort to redeem the foreclosed

properties$ orse, he sold the corporations right to redeem the

mortgaged properties to a certain ;adi (ahmud 'ammang

through a fa"e !oard resolution dated 'anuar& 1=, 1989 hich

clothed himself ith the authorit& to do so$ Complainant and her

daughter, the maorit& stoc"holders, ere ne#er informed of the

alleged meeting held on that date$ Again, respondent ne#er

accounted for the proceeds of the sale of the right to

redeem$ Respondent also sold to 'ammang a parcel of land

!elonging to complainant and her daughter hich as contiguousto the foreclosed properties and e#idenced !& ransfer Certificate

of itle No$ >28-%$ ;e ne#er accounted for the proceeds of the

sale$

6ometime in 198<, complainants daughter, Rosemarie, disco#ered

that their ancestral home had !een demolished and that her

mother, herein complainant, as !eing detained in a small nipa

shac" in a place called Culianan$ hrough the help of Att&$ :inda

:im, Rosemarie as a!le to locate her mother$ Rosemarie later

learned that respondent too" complainant aa& from her house

on the prete3t that said ancestral home as going to !e

remodeled and painted$ But respondent demolished the ancestral

home and sold the lot to ion 6u& Ong, using another spurious

!oard resolution designated as Board Resolution No$ 1, series of



1992$ he resolution contained the minutes of an alleged

organi7ational meeting of the directors of the corporation and as

signed !& Ale3ander ee, Angel ernando, Erin ernando and

.a!riel 6oli#ar$ Complainant and her daughter did not "no ho

these persons !ecame stoc"holders and directors of thecorporation$ Respondent again did not account for the proceeds of

the sale$

Complainant and her daughter made se#eral demands on

respondent for the deli#er& of the real properties the& allegedl&

assigned to the corporation, for an accounting of the proceeds of

the :B* loan and as ell as the properties sold, and for the

rentals earned !& BCC$ But the demands remained

unheeded$ ;ence, complainant and her daughter, in a letter dated

'une =, 1985, terminated the ser#ices of respondent as their

la&er and repeated their demands for accounting and turno#er

of the corporate funds, and the return of the 19 titles that

respondent transferred to the corporation$ he& also threatened

him ith legal action in a letter dated August <, 1985$

6oon after, complainant found out from the 6ecurities and

E3change Commission +6EC, for !re#it& that RosauraEnterprises, )nc$, due to respondents refusal and neglect, failed to

su!mit the corporations annual financial statements for 1981,

1982 and 198<? 6EC .eneral )nformation 6heets for 1982, 198<

and 198=? (inutes of Annual (eetings for 1982, 198< and 198=?

and (inutes of Annual (eetings of /irectors for 1982, 198< and

198=$

Complainant also disco#ered that respondent collected rental

pa&ments from the tenants of BCC and issued handrittenreceipts hich he signed, not as an officer of the corporation !ut

as the attorne&atla of complainant$ Respondent also used the

tennis court of BCC to dr& his pala& and did not "eep the

!uildings in a satisfactor& state, so much so that the di#isions

ere losing pl&ood and other materials to thie#es$



Complainant li"eise accused respondent of circulating rumors

among her friends and relati#es that she had !ecome insane to

pre#ent them from !elie#ing hate#er complainant

said$ According to complainant, respondent proposed that she

legall& separate from her present hus!and so that the latterould not inherit from her and that respondent !e adopted as her

son$

or his defense, respondent, in his comment and position paper,

denied emplo&ing deceit and machination in con#incing

complainant and her daughter to assign their real properties to

the corporation? that the& freel& and #oluntar& e3ecuted the

deeds of assignment and the #oting trust agreement that the&

signed? that he did not singlehandedl& manage the corporation

as e#idenced !& certifications of the officers and directors of the

corporation? that he did not use spurious !oard resolutions

authori7ing him to contract a loan or sell the properties assigned

!& the complainant and her daughter? that complainant and her

daughter should !e the ones ho should render an accounting of

the records and re#enues inasmuch as, since 198= up to the

present, the parttime corporate !oo""eeper, ith the

conni#ance of the complainant and her daughter, had custod& of the corporate records? that complainant and her daughter

sa!otaged the operation of BCC hen the& illegall& too" control of

it in 198>? that he ne#er poc"eted an& of the proceeds of the

properties contri!uted !& the complainant and her daughter? that

the demolition of the ancestral home folloed legal procedures?

that complainant as ne#er detained in Culianan !ut she freel&

and #oluntaril& li#ed ith the famil& of *-< 'oel Constantino as

e#idenced !& complainants on letter den&ing she as"idnapped? and that the instant dis!arment case should !e

dismissed for !eing premature, considering the pendenc& of cases

!efore the 6EC and the Regional rial Court of 4am!oanga

in#ol#ing him and complainant$



$ Respondent claims in his Comment, his Anser and his *osition

*aper that on April =, 1981 he as elected as Chairman and

/irector and on April 5, 1981 he as elected *resident of the

corporation$Respondents on Anne3es mar"ed as . and .1 of

his Comment sho that on April =, 1981 he as not onl& electedas Chairman and /irector as he claims !ut as /irector, Board

Chairman and *resident$ he purported minutes as onl& signed

!& respondent and an acting 6ecretar& !& the name of icente

(aalac$

6aid Anne3 does not sho ho as elected reasurer$

Respondents Anne3 ; and ;1 shos that in the alleged

organi7ational meeting of the directors on April 5, 1981 a certainarnacio Buco& as elected reasurer$ Buco&s name does not

appear as an incorporator nor a stoc"holder an&here in the

documents su!mitted$

he purported minutes of the organi7ational meeting of the

directors as signed onl& !& respondent Balicanta and a

6ecretar& named erisimo (artin$

.$ 6ince respondent as elected as /irector, Chairman and

*resident on April =, 1981 as respondents on Anne3es . to .1

ould sho, then complainants claim that respondent as

li"eise acting as reasurer of to corporations !ear truth and

credence as respondent signed and accepted the titles to 19

parcels of land ceded !& the complainant and her daughter, as

reasurer on April 5, 1981 after he as alread& purportedl&

elected as Chairman, *resident and /irector$

;$ Respondent misleads the Commission into !elie#ing that all

the directors signed the minutes mar"ed as E3hi!it ; to ;1 !&

stating that the same as dul& signed !& all the Board of

/irectors hen the document itself shos that onl& he and one

erisimo (artin signed the same$



;e also claims that all the stoc"holders signed the minutes of

organi7ational meeting mar"ed as Anne3es . and .1 of his

Comment &et the same shos that onl& the acting Chairman and

acting 6ecretar& signed$

)$ Respondent claims that the Board or its representati#e as

authori7ed !& the stoc"holders comprising 2D< of the outstanding

capital stoc", as reuired !& la, to mortgage the parcels of land

!elonging to the corporation, hich ere all assigned to the

corporation !& complainant and her daughter, !& #irtue of Anne3

) and )10 attached to his Comment$

he su!ect attachment hoe#er re#eals that onl& the folloing

persons signed their conformit& to the said resolution0 respondentBalicanta ho oned 1-9 shares, icente (aalac +1 share,

/aihan .raciano +1 share$

Complainants ho collecti#el& held a total of 1,%11 shares out of

the 1,%5- outstanding capital stoc" of the corporation ere not

represented in the purported stoc"holders meeting authori7ing

the mortgage of the su!ect properties$

he 2D< #ote reuired !& la as therefore not complied ith &et

respondent proceeded to mortgage the su!ect 9 parcels of land

!& the corporation$

'$ Respondent further relies on Anne3 ' of his Comment,

purportedl& the minutes of a special meeting of the Board of

/irectors authori7ing him to o!tain a loan and mortgage the

properties of the corporation dated August 29, 1981$ his claim is

!aseless$ he reuired ratification of 2D< !& the stoc"holders of records as not met$ Again, respondent attempts to mislead the

Commission and Court$

F$ urther, the constitution of the Board is du!ious$ he alleged

minutes of the organi7ational meeting of the stoc"holders electing

the mem!ers of the Board, ha#e not !een dul& signed !& the



stoc"holders as shon in respondents anne3 . hich as

purportedl& the organi7ational meeting of the stoc"holders$

:$ Also, Anne3 ' of respondents Comment hich purportedl&

authori7ed him to o!tain a loan and to mortgage the 9 parcels of land as onl& signed !& himself and a secretar&$

($ )n said Anne3 G'G of respondents Comment he stated that

complainant Rosaura Cordon as on lea#e !& #irtue of a #oting

trust agreement allegedl& e3ecuted !& complainant in his fa#or

co#ering all her shares of stoc"$ he claim is !aseless$ he #oting

trust referred to !& respondent +anne3 / of his Comment, e#en

if it ere assumed to !e #alid, co#ered onl& 2>> shares of

complainants &et she oned a total of 1,-<9 shares after she andher daughter ceded in fa#or of the corporation 19 parcels of land$

Being a former la&er to complainant, respondent should ha#e

ensured that her interest as safeguarded$ Het, complainant as

apparentl& and deli!eratel& left our +sic on the prete3t that, she

had e3ecuted a #oting trust agreement in fa#or of respondent$

)t is suspicious that complainant as made to sign a #oting trust

agreement on 21 August 1981 and immediatel& thereafter, the

resolutions authori7ing respondent to o!tain a loan and to

mortgage the 9 parcels of land ere passed and appro#ed$

N$ )t is also highl& irregular for respondent ho is a la&er, to

allo a situation to happen here, ith the e3clusion of

complainant as director the result as that there remained onl& =

mem!ers of the Board,$

O. Re!"o#$e#t! o%# "&e'$(#)! !*b+(tte$ to te

Co++(!!(o# co#tr'$(ct e'c oter.

1$ or instance, hile in his Comment respondent /EN)E6 that he

emplo&ed deceit and machination in con#incing the complainant

and her daughter to sign the articles of incorporation of Rosaura



Enterprises and in ceding to the corporation 19 parcels of land in

4am!oanga Cit&, !ecause the& freel&, intelligentl& and #oluntaril&

signed the same, &et, in his *osition *aper, respondent too"

another stance$

)n paragraphs 1$1 and 1$2 of his *osition *aper hich as

su!mitted 12 &ears later, respondent claimed that it as actuall&

the idea of Att&$ Rosaura :$ Al#are7 that a corporation !e put up

to incorporate the estate of the late eli3!erto /$ 'aldon$

2$ :i"eise, respondent claimed that complainant and her

daughter ere not directors, hence the& ere not notified of

meetings, in paragraph 2> +c of his Comment he !lamed the

other stoc"holders and directors for the corporations ina!ilit& tocompl& ith the :and Ban"s demands sa&ing that the& ha#e

consistentl& failed since 1982 to con#ene +1$ for the annual

stoc"holders meetings and +i$i for the monthl& !oard meeting$

;is on pleadings claim that he had !een the ChairmanD*resident

since 1981 to the present$ )f +sic so, it as his dut& to con#ene

the stoc"holders and the directors for meetings$

Respondent appeared a!le to con#ene the stoc"holders and

directors hen he needed to ma"e a loan of p2$2 million? hen

he sold the corporations right of redemption o#er the foreclosed

properties of the corporation to 'ammang, hen he sold one

parcel of land co#ered !& C >2,8-% to 'ammang in addition to

the 9 parcels of land hich ere foreclosed, and hen he sold the

complainants ancestral home co#ered !& C No$ %2,--=$

)t is thus strange h& respondent claims that the corporationcould not do an&thing to sa#e the corporations properties from

!eing foreclosed !ecause the stoc"holders and directors did not

con#ene$

his assertion of respondent is clearl& e#ident of dishonest,

deceitful and immoral conduct especiall& !ecause, in all his acts



constituting con#e&ances of corporate propert&, respondent used

minutes of stoc"holders and directors meetings signed onl& !&

him and a secretar& or signed !& him and persons ho ere not

incorporators much less stoc"holders$

)t is orth& of note that in respondents E3hi!its 15, 1>, 1% and

18 of his position paper, there ere % ne stoc"holders and

complainant appeared to ha#e onl& 2>> shares to her name hile

her daughter Rosemarie had no shares at all$ Respondent did not

present an& proof of con#e&ance of shares !& complainant and

her daughter$

)t is further orth noting that complainants #oting trust +anne3 /

of respondents Comment here she allegedl& entrusted 2>>shares to respondent on August 21, 1981 had onl& a #alidit& of 5

&ears$ hus, she should ha#e had her entire holdings of 1,28<

shares !ac" in her name in August 198>$

Respondents purported minutes of stoc"holders meeting +E3hs$

15 and 1% do not reflect this$

here as no e3planation hatsoe#er from respondent on ho

complainant and her daughter lost their 9% control holding in

the corporation$

<$ As a further contradiction in respondents pleadings, e note

that in paragraph 2$%$C of his Comment he said that onl&

recentl&, this &ear, 1985, the complainant and her aforenamed

daughter e3amined said #oluminous supporting

receiptsDdocuments hich had pre#iousl& !een e3amined !& the

:and Ban" for loan releases, during hich occasion respondentsuggested to them that the corporation ill ha#e to hire a full

time !oo""eeper to put in order said #oluminous supporting

receiptsDdocuments, to hich the& ad#ersel& reacted due to lac"

of corporate mone& to pa& for said !oo""eeper$ But in

respondents *osition *aper par$ >$< he stated that0



A#-%'-, (t (! #ot te re!"o#$e#t b*t r'ter te

co+"&'(#'#t %o !o*&$ re#$er ' $et'(&e$ 'cco*#t(#) to

te cor"or't(o# o te cor"or'te recor$! '! %e&& '!

cor"or'te re/e#*e!(#co+e "rec(!e&- bec'*!e !(#ce

1994 to te "re!e#t

'3. Te cor"or'te "'rtt(+e boo55ee"er E$(&berto

Be#e$(cto, %(t te (#$(!"e#!'b&e co##(/'#ce '#$

(#!t()'t(o# o te co+"&'(#'#t '#$ er $'*)ter, '+o#)

oter!, '! c*!to$- o te cor"or'te recor$!, 666

=$ )n other contradictor& stance, respondent claims in par$ %$< of

his position paper that complainant and her daughter sa!otaged

the BCC operations of the corporation !& illegall& ta"ing o#eractual control and super#ision thereof sometime in 198>, 333

Het respondents on e3hi!its in his position paper particularl&

E3hi!it 15 and 1> here the su!ect of the foreclosed properties

of the corporation comprising the Baliasan Commercial Center

+BCC as ta"en up, complainant and her daughter ere not

e#en present nor ere the& the su!ect of the discussion, !el&ing

respondents claim that the complainant and her daughter illegall&too" actual control of BCC$

5$ On the matter of the receipts issued !& respondent e#idencing

pa&ment to him of rentals !& lessees of the corporation, attached

to the complaint as Anne3es ; to ;1%, respondent claims that

the receipts are temporar& in nature and that su!seuentl&

regular corporate receipts ere issued$ On their face hoe#er the

receipts clearl& appear to !e official receipts, printed and

num!ered dul& signed !& the respondent !earing his printedname$

)t is difficult to !elie#e that a la&er of respondent stature ould

issue official receipts to lessees if he onl& meant to issue

temporar& ones$



>$ ith regard to respondents claim that the complainant

consented to the sale of her ancestral home, co#ered !& C No$

%2,--= to one ion 6u& Ong for hich he attached as E3hi!it 22

to his *osition *aper the minutes of an annual meeting of the

stoc"holders, it !ehoo#es this Commission h& complainantssignature had to !e accompanied !& her thum!

mar"$ urthermore, complainants signature appears unsta!le and

sha"&$ his Office is thus persuaded to !elie#e complainants

allegation in paragraph <! of her position paper that

since Se"te+ber 1992 *" to 'rc 1998 !e %'! be(#)

$et'(#e$ b- o#e PO !(c3 Joe& Co#!t'#t(#o '#$ (! %(e

*#$er (#!tr*ct(o#! ro+ re!"o#$e#t B'&(c'#t'.

his conclusion is supported !& a letter from respondent dated

(arch 199<, Anne3 ; of complainants position paper, here

respondent ordered *olice Officer Constantino to allo Att&$ :inda

:im and Rosemarie 'aldon to tal" to ita Rosing$

he complainants thum! mar" together ith her #isi!l& unsta!le

sha"& signature lends credence to her claim that she as

detained in the far flung !arrio of Culianan under instructions of

respondent hile her ancestral home as demolished and the lotsold to one ion 6u& Ong$

)t appears that respondent felt compelled to o#erensure

complainants consent !& getting her to affi3 her thum! mar" in

addition to her signature$

%$ Respondent li"eise denies that he also acted as Corporate

6ecretar& in addition to !eing the Chairman, *resident and

reasurer of the corporation$ Het, respondent su!mitted to thiscommission documents hich are supported to !e in the

possession of the Corporate 6ecretar& such as the stoc" and

transfer !oo" and minutes of meetings$



he foregoing findings of this Commission are #irtual smo"ing

guns that pro#e on no uncertain terms that respondent, ho as

the legal counsel of complainant in the latter part of the

settlement of the estate of her deceased hus!and, committed

unlaful, immoral and deceitful conduct proscri!ed !& Rule 1$-1of the code of professional responsi!ilit&$

:i"eise, respondent clearl& committed a #iolation of Canon 15 of

the same code hich pro#ides that A la&er should o!ser#e

candor fairness and lo&alt& in all his dealings and transactions

ith his client$

Respondents acts gra#el& diminish the pu!lics respect for the

integrit& of the profession of la for hich this Commissionrecommends that he !e meted the penalt& of dis!arment$

he pendenc& of the cases at the 6EC and the Regional rial

Court of 4am!oanga filed !& complainant against respondent

does not preclude a determination of respondents culpa!ilit& as a

la&er$

his Commission cannot further dela& the resolution of this

complaint filed in 1985 !& complainant, and old ido ho

deser#es to find hope and reco#er her confidence in the udicial

s&stem$

he findings of this office, predominantl& !ased on documents

adduced !& !oth parties lead to onl& one rather unpalata!le

conclusion$ hat respondent Att&$ 'esus $ Balicanta, in his

professional relations ith herein complainant did in fact emplo&

unlaful, dishonest, and immoral conduct proscri!ed in nouncertain terms !& Rule 1$-1 of the Code of *rofessional

Responsi!ilit&$ )n addition, respondents actions clearl& #iolated

Canon 15 to 1> of the same Code$

)t is therefore our unpleasant dut& to recommend that

respondent, ha#ing committed acts in #iolation of the Canons of



*rofessional Responsi!ilit&, there!& causing a great disser#ice to

the profession, !e meted the ultimate sanction of dis!arment$@2

On 6eptem!er <-, 1999, hile Commissioner Cunanans

recommendation for respondents dis!arment as pending re#ie!efore E3ecuti#e ice*resident and Northern :u7on .o#ernor

eofilo *ilando, respondent filed a motion reuesting for a full

!lon in#estigation and for in#alidation of the entire proceedings

andDor remedial action under 6ection 11, Rule 1<9B, Re#ised

Rules of Court, alleging that he had e#idence that Commissioner

Cunanans report as drafted !& the la&ers of complainant,

Att&s$ Antonio Cope and Rita :inda 'imeno$ ;e presented to

unsigned anon&mous letters allegedl& coming from a disgruntled

emplo&ee of Att&s$ Cope and 'imeno$ ;e claimed to ha#e recei#ed

these letters in his mail!o3$@<

Respondents motion alleging that Att&s$ Antonio Cope and Rita

:inda 'imeno drafted Commissioner Cunanans report as

accompanied !& a complaint pra&ing for the dis!arment of said

la&ers including Commissioner Cunanan$ he complaint as

doc"eted as CB/ Case No$ 99>58$ After Att&s$ Cope and 'imeno

and Commissioner Cunanan filed their ansers, a hearing asconducted !& the )n#estigating Committee of the )B* Board of

.o#ernors$

On (a& 2>, 2--1, the )B* Board of .o#ernors issued a

resolution@= dismissing for lac" of merit the complaint for

dis!arment against Att&s$ Cope and 'imeno and Commissioner

Cunanan$ And in Adm$ Case No$ 2%9%, the Board adopted and

appro#ed the report and recommendation of Commissioner

Cunanan, and meted against herein respondent Balicanta thepenalt& of suspension from the practice of la for 5 &ears for

commission of acts of misconduct and dislo&alt& !& ta"ing undue

and unfair ad#antage of his legal "noledge as a la&er to gain

material !enefit for himself at the e3pense of complainant

http://sc.judiciary.gov.ph/jurisprudence/2002/oct2002/ac_2797.htm#_ftn2








Rosaura *$ 'aldonCordon and caused serious damage to the

complainant$@5

o support its decision, the Board unco#ered respondents

fraudulent acts in the #er& same documents he presented toe3onerate himself$ )t also too" note of respondents contradictor&

and irreconcila!le statements in the pleadings and position papers

he su!mitted$ ;oe#er, it regarded the penalt& of dis!arment as

too se#ere for respondents misdeeds, considering that the same

ere his first offense$@>

*ursuant to 6ection 12 +!, Rule 1<9B of the Rules of Court,@% the said resolution in Administrati#e Case No$ 2%9% imposing

the penalt& of suspension for 5 &ears on respondent asautomaticall& ele#ated to this Court for final action$ On the other

hand, the dismissal of the complaint for dis!arment against Att&s$

Cope and 'imeno and Commissioner Cunanan, doc"eted as CB/

Case No$ 99>58, !ecame final in the a!sence of an& petition for

re#ie$

his Court confirms the dul& supported findings of the )B* Board

that respondent committed condemna!le acts of deceit againsthis client$ he fraudulent acts he carried out against his client

folloed a ell thought of plan to misappropriate the corporate

properties and funds entrusted to him$ At the #er& outset, he

em!ar"ed on his de#ious scheme !& ma"ing himself the

*resident, Chairman of the Board, /irector and reasurer of the

corporation, although he "ne he as prohi!ited from assuming

the position of *resident and reasurer at the same time$@8 As

reasurer, he accepted in !ehalf of the corporation the 19 titles

that complainant and her daughter cooned$ he other treasurerappointed, arnacio Buco&, did not appear to !e a stoc"holder or

director in the corporate records$ he minutes of the meetings

supposedl& electing him and Buco& as officers of the corporation

actuall& !ore the signatures of respondent and the secretar& onl&,











contrar& to his claim that the& ere signed !& the directors and

stoc"holders$

;e li"eise misled the )B* in#estigating commission in claiming

that the mortgage of 9 of the properties of the corporationpre#iousl& !elonging to complainant and her daughter as

ratified !& the stoc"holders oning tothirds or >% of the

outstanding capital stoc" hen in fact onl& three stoc"holders

oning 111 out of 1,%5- outstanding shares or >$< assented

thereto$ he alleged authori7ation granting him the poer to

contract the :B* loan for o (illion o ;undred ent& *esos

+*2,22-,--- as also not appro#ed !& the reuired minimum of

tothirds of the outstanding capital stoc" despite respondents

claim to the contrar&$ )n all these transactions, complainant and

her daughter ho !oth oned 1,%11 out of the 1,%5- outstanding

shares of the corporation or 9%$% ne#er had an& participation$

Neither ere the& informed thereof$

Clearl&, there as no uorum for a #alid meeting for the

discussion and appro#al of these transactions$

Respondent cannot ta"e refuge in the contested #oting trustagreement supposedl& e3ecuted !& complainant and her

daughter for the reason that it authori7ed respondent to

represent complainant for onl& 2>> shares$

Aside from the dishonest transactions he entered into under the

cloa" of sham resolutions, he failed to e3plain se#eral

discrepancies in his #ersion of the facts$ e here!& reiterate

some of these statements noted !& Commissioner Cunanan in his

findings$

First, respondent !lamed the directors and the stoc"holders ho

failed to con#ene for the reuired annual meetings since

1982$ ;oe#er, respondent appeared a!le to con#ene the

stoc"holders and directors hen he contracted the :B* de!t,



hen he sold to 'ammang the corporations right of redemption

o#er the foreclosed properties of the corporation, hen he sold

one parcel of land co#ered !& C No$ >28-% to 'ammang, hen

he mortgaged the 9 parcels of land to :B* hich later foreclosed

on said mortgage, and hen he sold the complainants ancestralhome co#ered !& C No$ %2--=$

Second, the factual findings of the in#estigating commission,

affirmed !& the )B* Board, disclosed that complainant and her

daughter on 1,%11 out of 1,%5- shares of the outstanding

capital stoc" of the corporation, !ased on the Articles of

)ncorporation and deeds of transfer of the properties$ But

respondents e#idence shoed that complainant had onl& 2>>

shares of stoc" in the corporation hile her daughter had none,

notithstanding the fact that there as nothing to indicate that

complainant and her daughter e#er con#e&ed their shares to

others$

Respondent li"eise did not e3plain h& he did not return the

certificates representing the 2>> shares after the lapse of 5 &ears

from the time the #oting trust certificate as e3ecuted in 1981$@9

he records sho that up to no, the complainant and her

daughter on 9% of the outstanding shares !ut respondent

ne#er !othered to e3plain h& the& ere ne#er as"ed to

participate in or h& the& ere ne#er informed of important

corporate decisions$

Third, respondent, in his comment, alleged that due to the

o!ection of complainant and her daughter to his proposal to hire

an accountant, the corporation had no formal accounting of itsre#enues and income$ ;oe#er, respondents position paper

maintained that there as no accounting !ecause the parttime

!oo""eeper of the corporation conni#ed ith complainant and her

daughter in "eeping the corporate records$





Fourth, respondents claim that complainant and her daughter

too" control of the operations of the corporation in 198> is !elied

!& the fact that complainant and her daughter ere not e#en

present in the alleged meeting of the !oard +hich too" place

after 198> to discuss the foreclosure of the mortgagedproperties$ he truth is that he ne#er informed them of such

meeting and he ne#er ga#e control of the corporation to them$

Fifth, Commissioner Cunanan found that0

5$ on the matter of the receipts issued !& respondent e#idencing

pa&ment to him of rentals !& lessees of the corporation, attached

to the complaint as Anne3es ; to ;1%, respondent claims that

the receipts are temporar& in nature and that su!seuentl&regular corporate receipts ere issued$ On their face hoe#er the

receipts clearl& appear to !e official receipts, printed and

num!ered dul& signed !& the respondent !earing his printed

name$

)t is difficult to !elie#e that a la&er of respondents stature ould

issue official receipts to lessees if he onl& meant to issue

temporar& ones$

@1-

Sixth, respondent denies that he acted as Corporate 6ecretar&

aside from !eing the Chairman, *resident and reasurer of the

corporation$ Het respondent su!mitted to the in#estigating

commission documents hich ere supposed to !e in the official

possession of the Corporate 6ecretar& alone such as the stoc"

and transfer !oo" and minutes of meetings$

Seventh, he alleged in his comment that he as the one hoproposed the esta!lishment of the corporation that ould in#est

the properties of the complainant !ut, in his position paper, he

said that it as a certain Att&$ Rosauro Al#are7 ho made the

proposal to put up the corporation$





After a thorough re#ie of the records, e find that respondent

committed gra#e and serious misconduct that casts dishonor on

the legal profession$ ;is misdemeanors re#eal a deceitful scheme

to use the corporation as a means to con#ert for his on personal

!enefit properties left to him in trust !& complainant and herdaughter$

Not e#en his de#iousness could co#er up the rongdoings he

committed$ he documents he thought could e3culpate him ere

the #er& same documents that re#ealed his immoral and

shameless a&s$ hese documents ere e3tremel& re#ealing in

that the& unmas"ed a man ho "ne the la and a!used it for

his personal gain ithout an& ualms of conscience$ he& painted

an intricate e! of lies, deceit and opportunism !eneath a

carefull& crafted smo"escreen of corporate maneu#ers$

he Code of *rofessional Responsi!ilit& mandates upon each

la&er, as his dut& to societ&, the o!ligation to o!e& the las of

the land and promote respect for la and legal processes$

6pecificall&, he is for!idden to engage in unlaful, dishonest,

immoral or deceitful conduct$@11 )f the practice of la is to remain

an honora!le profession and attain its !asic ideal, those enrolledin its ran"s should not onl& master its tenets and principles !ut

should also, in their li#es, accord continuing fidelit& to them$@12 hus, the reuirement of good moral character is of much

greater import, as far as the general pu!lic is concerned, than the

possession of legal learning$@1< :a&ers are e3pected to a!ide !&

the tenets of moralit&, not onl& upon admission to the Bar !ut

also throughout their legal career, in order to maintain ones good

standing in that e3clusi#e and honored fraternit&$@1= .ood moral

character is more than ust the a!sence of !ad character$ 6uch

character e3presses itself in the ill to do the unpleasant thing if

it is right and the resol#e not to do the pleasant thing if it is

rong$@15 his must !e so !ecause #ast interests are committed

to his care? he is the recipient of un!ounded trust and













confidence? he deals ith his clients propert&, reputation, his life,

his all$@1>

)ndeed, the ords of former *residing 'ustice of the Court of

Appeals *ompe&o /ia7 cannot find a more rele#ant applicationthan in this case0

here are men in an& societ& ho are so selfser#ing that the& tr&

to ma"e la ser#e their selfish ends$ )n this group of men, the

most dangerous is the man of the la ho has no conscience$ ;e

has, in the arsenal of his "noledge, the #er& tools !& hich he

can poison and disrupt societ& and !ring it to an igno!le end$@1%

.ood moral standing is manifested in the dut& of the la&er tohold in trust all mone&s and properties of his client that ma&

come into his possession$@18 ;e is !ound to account for all mone&

or propert& collected or recei#ed for or from the client$@19 he

relation !eteen an attorne& and his client is highl& fiduciar& in

nature$ hus, la&ers are !ound to promptl& account for mone&

or propert& recei#ed !& them on !ehalf of their clients and failure

to do so constitutes professional misconduct$@2-

his Court holds that respondent cannot in#o"e the separate

personalit& of the corporation to a!sol#e him from e3ercising

these duties o#er the properties turned o#er to him !&

complainant$ ;e !latantl& used the corporate #eil to defeat his

fiduciar& o!ligation to his client, the complainant$ oleration of

such fraudulent conduct as ne#er the reason for the creation of

said corporate fiction$

he massi#e fraud perpetrated !& respondent on the complainantlea#es us no choice !ut to set aside the #eil of corporate

entit&$ or purposes of this action therefore, the properties

registered in the name of the corporation should still !e

considered as properties of complainant and her daughter$ he

respondent merel& held them in trust for complainant +no an













ailing 8<&earold and her daughter$ he properties con#e&ed

fraudulentl& andDor ithout the reuisite authorit& should !e

deemed as ne#er to ha#e !een transferred, sold or mortgaged at

all$ Respondent shall !e lia!le, in his personal capacit&, to third

parties ho ma& ha#e contracted ith him in good faith$

Based on the aforementioned findings, this Court !elie#es that

the gra#it& of respondents offenses cannot !e adeuatel&

matched !& mere suspension as recommended !& the

)B*$ )nstead, his rongdoings deser#e the se#ere penalt& of

dis!arment, ithout preudice to his criminal and ci#il lia!ilities

for his dishonest acts$

:;ERE<ORE, respondent Attorne& 'esus $ Balicanta is here!&/)6BARRE/$ he Cler" of Court is directed to stri"e out his name

from the Roll of Attorne&s$

Cordon Case

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