PNCC: Rising GOCC Phoenix-7
THE Court of Appeals treated STRADEC’s indicated Motion for Reconsideration as a Motion For Intervention, which was denied in its Resolution dated May 31, 2007. This denial was elevated by STRADEC to the Supreme Court in a petition for review docketed as G.R. No. 178158.
Then on February 20, 2007, Mr. Sison, a stockholder and still PNCC Board chair at that time, filed a Petition For Annulment of Judgment Approving Compromise Agreement with the Court of Appeals. This was docketed as CA-G.R. SP No. 97982.
In its Resolution dated June 12, 1997, the CA dismissed Mr. Sison’s mentioned petition on the ground that it had no jurisdiction to annul a final and executory judgment rendered by the CA. Against this denial, Sison filed a petition for review with the Supreme Court, docketed as G.R. No. 180428.
At about the same time, ASIAVEST, which was an erst-while PNCC creditor, filed its Motion To Intervene with the SC and docketed as R.R. No. 178158.
The SC subsequently consolidated G.R. Nos. 178158 and 180428.
Two serious technicalities threatened Sison’s petition before the Supreme Court. The first is the fact that the CA decision ON THE COMRPOMISE AGREEMENT he sought to annul was already final and executory. The next is his locus standi – or legal personality to sue/intervene.
On the first issue, the High Court ruled, in effect, that nothing is final unless and until passed upon/reviewed by it.
On the second issue, the SC held that Sison had the legal personality to challenge the Compromise Agreement. Mr. Sison assailed the same as a stockholder of PNCC.
This suit is technically called a “derivative suit” under the Corporation Code, and the power to institute the same is, under normal circumstances, lodged with the corporation’s board of directors. However, when the board of directors of a corporation REFUSE to fille the same, or are THE ONES TO BE SUED – such as what exactly happened in the captioned petitions – an ordinary stockholder can sue on behalf of the beleaguered corporation.
Hence, the petition’s caption, “Luis Sison vs. PNCC” – a ‘jargonal irony’ of a suit against PNCC, but actually on behalf of PNCC!
The Supreme Court further stressed that Sison has the “peculiar right” to challenge subject Compromise Agreement, being the Chairman of the Board and President of PNCC responsible for the approval of the resolution dated June 19, 2001 that REVOKED the earlier PNCC resolution ADMITTING the gargantuan Marubeni loans! (To be continued)