Case Digest (G.R. No. 183278)
Facts:
On July 16, 1987, the Republic of the Philippines filed Civil Case No. 0002 in the Sandiganbayan to recover alleged ill-gotten wealth, including 2.4 million PLDT shares said to be held through Prime Holdings, Inc. and PTIC. By Decision in G.R. No. 153459 (Jan. 20, 2006) the Court adjudged the Republic owner of 111,415 PTIC shares registered in the name of Prime Holdings, Inc., which became final and executory on October 26, 2006; the Republic then moved in the Sandiganbayan for issuance of a writ of execution and accounting of dividends, leading to the Sandiganbayan Resolutions of November 7, 2007 and June 13, 2008 ordering delivery of dividends and interests, which petitioners Imelda O. Cojuangco, Prime Holdings, Inc., and Estate of Ramon U. Cojuangco challenged by certiorari.
Issues:
- Did the Sandiganbayan gravely abuse its discretion in ordering accounting and remittance of the cash, stock, and property dividends and interests pertaining to the 111,415 PTIC shares when G.R. No. 153459 did not explicitly dispose of dividends?
- Is the Republic of the Philippines, having transferred the shares to a third party, entitled to the dividends, interests, and earnings accruing to those shares?
Ruling:
The Court DENIED the petition for certiorari and AFFIRMED the Sandiganbayan Resolutions of November 7, 2007 and June 13, 2008. The Court held that the Republic was adjudged owner of the 111,415 PTIC shares and therefore entitled to the dividends and interests accruing to those shares from sequestration in 1986 until their transfer by the Republic on February 28, 2007, after which the Republic served as trustee of dividends for the purchaser pursuant to their agreement.
Ratio:
The Court reasoned that ownership carries the attributes or juses of ownership, including the right to the fruits (jus utendi), so adjudication of ownership necessarily includes entitlement to dividends. While the dispositive paragraph ordinarily governs execution, exceptions permit reference to the body of the opinion where the issue is plainly settled, as in G.R. No. 153459. Pursuant to Sec. 63 of the Corporation Code and controlling authority on dividends, a transfer unrecorded in the corporation's books is valid only inter partes and the corporation may treat the transferor as stockholder of record; thus the Republic was entitled to dividends up to the recorded transfer date and thereafter held such dividends in trust for the transferee under the sale agreement.
Doctrine:
- Ownership of shares includes the right to their fruits, including dividends and interests.
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