G.R. No. L-24670 - Ortigas and Co., Ltd. Partnership vs. Feati Bank and Trust Co.

On March 26, 1986, the Coconut Industry Investment Fund Holding Companies ("CIIF") sold 33,133,266 common shares of San Miguel Corporation (SMC) to Andres Soriano III of the SMC Group for P3,313,326,600.00, payable in four installments.
On April 1, 1986, the SMC Group paid the initial purchase price of P500 million to the United Coconut Planters Bank (UCPB) as administrator of the CIIF (the "UCPB Group").
The shares were registered under Anscor-Hagedorn Securities, Inc. (AHSI).
On April 7, 1986, the Presidential Commission on Good Government (PCGG) sequestered the shares.
Following sequestration, the SMC Group suspended balance payments; the UCPB Group attempted to rescind the sale but the suit was dismissed for lack of jurisdiction.

In early 1989, SMC and UCPB groups negotiated a settlement of the dispute over the sale and ownership of shares; their proposal included giving 5.5 million SMC shares as an "arbitration fee" to PCGG for the Comprehensive Agrarian Reform Program (CARP).
PCGG approved the proposal.
On March 20 and 22, 1990, SMC and UCPB signed the Compromise Agreement recognizing the validity of the sale of the first installment of five million shares effective April 1, 1986.
The first installment shares reverted to SMC treasury for dispersal pursuant to an SMC Stock Dispersal Plan.
The sales corresponding to the second to fourth installments were rescinded as null and void.
On March 23, 1990, the two groups filed a Joint Petition for sandiganbayan approval of the compromise.
PCGG prayed that the Joint Petition be treated as an incident of Civil Case No. 0033 involving recovery of ill-gotten wealth.
On July 4, 1991, the Joint Manifestation of Implementation of the Compromise Agreement was filed acknowledging that:

175,274,960 SMC shares (increased due to dividends/splits) were surrendered to SMC corporate secretary.
The shares were reissued and registered as follows:

ii. 144,324,960 shares in the name of CIIF Holding Companies. iii. 5,500,000 shares registered in the name of PCGG.

The UCPB group delivered P500 million payment; SMC paid dividends to UCPB on shares reverted to CIIF Holding Companies.

The Sandiganbayan noted the Manifestation on July 5, 1991.
On October 25, 1991 and March 18, 1992, the Sandiganbayan ordered SMC to deliver the 25.45 million treasury shares to PCGG and to pay dividends thereon.
The UCPB shares and SMC shares in question underwent further partial summary judgments by the Sandiganbayan in 2003 and 2004 recognizing government ownership.
On September 17, 2009, this Court approved the conversion of 753,848,312 SMC common shares registered in the CIIF companies to SMC Series 1 Preferred Shares, subject to custodia legis and final ownership determination.
The September 17, 2009 Resolution expressly excluded the 25.45 million treasury shares registered in the name of SMC and the arbitration fee shares registered in the PCGG’s name.

On January 24, 2012, the Supreme Court affirmed that the CIIF companies and the CIIF block of SMC shares are government-owned assets for the coconut farmers’ benefit.
A Motion for Reconsideration was filed but denied on September 4, 2012.
The September 4, 2012 Resolution clarified that the 753,848,312 SMC Series 1 Preferred Shares are the shares subject of the January 24, 2012 Decision.
The Republic filed a Manifestation and Omnibus Motion on October 12, 2012 seeking:

To amend the September 4, 2012 Resolution to include the 25.45 million SMC treasury shares as government-owned.
To direct SMC to comply with Sandiganbayan's 1991 and 1992 Orders to deliver the treasury shares and dividends.
To award actual damages including interest against SMC for failure to comply.

The treasury shares belong to SMC pursuant to the Compromise Agreement.
This Court lacks jurisdiction over SMC as it is not a party to Civil Case No. 0033-F.

The Supreme Court ultimately denied the Republic’s Manifestation and Omnibus Motion without prejudice to filing an appropriate proceeding to resolve SMC’s ownership claim.
Separate dissenting opinions argued that:

The 25.45 million treasury shares should be included as government-owned and reconveyed.
The Compromise Agreement was never approved and thus ineffective.
SMC was given opportunities to be heard and was a party in related cases.
Denial of the Omnibus Motion perpetuates injustice against coconut farmers.

Whether the 25.45 million San Miguel Corporation treasury shares, subject of the 1990 Compromise Agreement, form part of the CIIF block of SMC shares owned by the government and should be reconveyed.

Whether the Supreme Court has jurisdiction to compel SMC to comply with Sandiganbayan's orders concerning the delivery of the treasury shares given that SMC was not a party to Civil Case No. 0033-F.

Whether the 1990 Compromise Agreement, which allocated the 25.45 million shares to SMC treasury shares, was valid and effective despite lacking explicit Sandiganbayan approval.

Whether the government (Republic of the Philippines) is estopped or barred from claiming the treasury shares due to approval and acceptance of the Compromise Agreement and retention of the P500 million paid by SMC.

Whether the September 4, 2012 Resolution sufficiently clarifies the nature and ownership of the various SMC shares subject of the case.