Case Digest (G.R. No. 184332)
Facts:
This is Anna Teng v. Securities and Exchange Commission (SEC) and Ting Ping Lay, G.R. No. 184332, February 17, 2016, Supreme Court Third Division, Reyes, J., writing for the Court.Petitioner Anna Teng (Teng) was the corporate secretary of TCL Sales Corporation (TCL); respondent Ting Ping Lay (Ting Ping) is a transferee of TCL shares; the SEC is the administrative agency that issued the original remedial orders. The controversy concerns whether stock certificates must be surrendered to the corporation before a transfer is recorded in the corporate books and before new certificates are issued.
Chronology: Ting Ping acquired (a) 480 shares from Peter Chiu (Chiu) in 1979, (b) 1,400 shares from Teng Ching Lay in 1985, and (c) 1,440 shares from Ismaelita Maluto (Maluto) in 1989. After Teng Ching’s death, Teng (as corporate secretary) and TCL refused to record the transfers or issue new certificates. Ting Ping filed a petition for mandamus with the SEC (SEC Case No. 3900). The SEC Hearing Officer rendered decision on July 20, 1994 ordering TCL and Teng to record the transfers, issue new certificates, and pay damages; the SEC en banc affirmed with modification on June 11, 1996 (holding Teng solely liable for damages). TCL and Teng’s CA and Supreme Court challenges were dismissed; in G.R. No. 129777 (Jan. 5, 2001) the Supreme Court denied the petition and affirmed the CA.
Following finality, the SEC issued a writ of execution. Teng filed an interpleader (RTC Manila, Civil Case No. 02-102776) to settle competing claims over the 1,400 shares; the RTC decided on March 13, 2003 that Henry Teng had the better right to certain shares. Meanwhile, Ting Ping sought partial execution to enforce the SEC orders as to the Chiu and Maluto shares and damages; the SEC issued an alias writ of execution on August 9, 2006. Teng and TCL moved to quash the alias writ; the SEC denied their motions on May 25, 2007.
Teng petitioned the Court of Appeals (CA) via Rule 65 (CA-G.R. SP No. 99836), arguing, among others, that (1) the corporate secretary may refuse registration until the stock certificates are surrendered; (2) the CA and SEC altered the Supreme Court’s earlier decision in G.R. No. 129777; and (3) the Office of the Solicitor General (OSG) was improperly allowed to comment on her motion for reconsideration. The CA, in a decision dated April 29, 20...(Subscriber-Only)
Issues:
- Is the surrender of the original certificates of stock to the corporation a requisite before registration of the transfer in the corporate books and issuance of new certificates?
- Did the Court of Appeals err in holding that there was no amendment or alteration of the Supreme Court’s final decision in G.R. No. 129777?
- Was the Office of the Solicitor General required to comment on Teng’s motion for reconsideration, and did the CA e...(Subscriber-Only)
Ruling:
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Ratio:
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Doctrine:
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