Case Digest (G.R. No. 124293)
Facts:
J.G. Summit Holdings, Inc. v. Court of Appeals; Committee on Privatization, its Chairman and Members; Asset Privatization Trust; and Philyards Holdings, Inc., G.R. No. 124293, January 31, 2005, Supreme Court Special First Division, Puno, J., writing for the Court. The dispute arises from a joint venture agreement (JVA) between the National Investment and Development Corporation (NIDC) and Kawasaki Heavy Industries, Ltd. (KAWASAKI) concerning the capitalization and control of Philippine Shipyard and Engineering Corporation (PHILSECO). Under the JVA the co‑parties had mutual rights of first refusal; later, after a series of national‑asset transfers (NIDC → PNB → National Government; Proclamation No. 50 creating the Committee on Privatization (COP) and the Asset Privatization Trust (APT); a trust agreement naming APT trustee), government shareholdings in PHILSECO grew to a supermajority by 1989. Negotiations between APT and KAWASAKI led to converting KAWASAKI’s contractual right of first refusal into an agreed “right to top” (the nominee could top the highest bid by 5%). KAWASAKI named Philyards Holdings, Inc. (PHILYARDS) as its nominee.In 1993 APT conducted a public sale of the National Government’s 87.67% block under Asset Specific Bidding Rules (ASBR) that disclosed the right to top; the indicative price was P1.3 billion. J.G. Summit bid P2.03 billion and acknowledged the disclosed option. The COP approved the sale “subject to the right of Kawasaki/Philyards to top JGSMI’s bid by 5%.” PHILYARDS later exercised the right to top, paid the purchase price, and APT executed a Stock Purchase Agreement with PHILYARDS on February 24, 1994.
Petitioner J.G. Summit sought relief in this Court by filing a petition for mandamus (G.R. No. 114057), which was referred to the Court of Appeals. On July 18, 1995, the Court of Appeals denied the petition for lack of merit, ruling mandamus improper for challenging the sale procedure, holding the right to top/right of first refusal prima facie legal, and finding J.G. Summit estopped from contesting the award after participating with knowledge of the ASBR. The Court of Appeals denied reconsideration on March 15, 1996. J.G. Summit filed a petition for certiorari with the Supreme Court.
On November 20, 2000, the Supreme Court (in a prior disposition) reversed the Court of Appeals, holding, inter alia, that PHILSECO was a public utility and that allowing the right to top violated competitive‑bidding rules and the constitutional 60% Filipino ownership limitation; it voided the transfer to PHILYARDS and ordered APT to convey the shares to J.G. Summit upon payment. Respondents moved for reconsideration. In a Resolution dated September 24, 2003, the Court’s Special First Division reversed that November 2000 Decision: it held PHILSECO is not a public utility, nothing in the JVA precluded Kawasaki from acquiring more than 40% of PHILSECO, and the right to top — as disclosed in the ASBR — did not violate competitive‑bidding principles. J.G. Summit then filed (1) a Motion for Reconsideration of the September 24, 2003 Resolution and (2) a Motion...(Pro-only)
Issues:
- Should this case be elevated to the Court en banc?
- Does the petitioner’s motion for reconsideration present any new matter or cogent reason sufficient to warrant reconsideration of this Court’s Resolution of Septem...(Pro-only)
Ruling:
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Ratio:
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Doctrine:
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