THIRD DIVISION
[ G.R. No. 171634, August 17, 2011 ]LEONARDO S. UMALE v. ATTY. ALFREDO VILLAMOR +
LEONARDO S. UMALE, SUBSTITUTED BY CLARISSA VICTORIA UMALE,[1] PETITIONER, VS. ATTY. ALFREDO VILLAMOR, JR., RESPONDENT.
D E C I S I O N
LEONARDO S. UMALE v. ATTY. ALFREDO VILLAMOR +
LEONARDO S. UMALE, SUBSTITUTED BY CLARISSA VICTORIA UMALE,[1] PETITIONER, VS. ATTY. ALFREDO VILLAMOR, JR., RESPONDENT.
D E C I S I O N
PERALTA, J.:
This is a petition for review of the Resolution of the Board of Governors of the Integrated Bar of the Philippines in CBD Case No. 05-417 dismissing the Complaint for Disbarment filed by petitioner against respondent.
On April 22, 2005, petitioner filed a Complaint for Disbarment[2] before the Commission on Bar Discipline, Integrated Bar of the Philippines (IBP) against respondent for committing acts violative of the Code of Professional Responsibility.
The factual background of the Complaint was culled from the facts stated in petitioner's Complaint in Civil Case No. 70251, entitled Leonardo S. Umale v. Atty. Alfredo Villamor, Jr., et al., which was filed by petitioner before the Regional Trial Court (RTC) of Pasig City on January 13, 2005.
Petitioner stated that within the business district of Pasig City lies several hectares of land, referred to as the Payanig Property, which belongs to Mid-Pasig Land Development Corporation (Mid-Pasig). Mid-Pasig is a corporation surrendered by the Campos family to the Presidential Commission on Good Government (PCGG). Since obtaining control of the Payanig property, the PCGG, through Mid-Pasig, has leased, and granted options to lease parcels of the said property. The Pasig Printing Corporation (PPC) was awarded a lease contract over a 5,000-square-meter property located along Meralco Avenue.
Petitioner alleged that sometime in 2003, PPC officers approached him with a proposal for a business venture for the development of property. Petitioner expressed interest to develop not only the 5,000-square-meter property, but also other parcels of land within the Payanig property, some of which were under litigation. PPC agreed to negotiate with Mid-Pasig for the right over these other parcels of land. In exchange for petitioner's commitment to develop the 5,000-square-meter property, now known as Metrowalk, PPC allegedly committed to deliver to petitioner the proceeds obtained from some of these litigated parcels of land.
Moreover, petitioner alleged that during the development of the property occupied by Metrowalk, petitioner and PPC worked to obtain rights to the other litigated parcels of the Payanig Property, including the land occupied by MC Home Depot, located at the corner of Meralco Avenue and Ortigas Avenue. The rights to MC Home Depot was being litigated with a former lease holder, Rockland Construction Company. In consideration of petitioner's efforts, work and investment, PPC allegedly agreed that in the event that it obtained any rights or interests, concessions, option, contract and/or proceeds in relation to the parcel of land occupied by MC Home Depot, the said rights or interest would belong to petitioner, and that any proceeds and/or checks obtained would be remitted immediately to petitioner as the beneficial owner.
Subsequently, after negotiations with Mid-Pasig for an option to lease the property occupied by MC Home Depot, petitioner stated that he used his personal funds to pay to Mid-Pasig, on May 1, 2004, the option money for the lease of the said property.
To protect his interest in the MC Home Depot property, petitioner allegedly requested respondent Atty. Alfredo Villamor, Jr. -- a lawyer he personally knew and who was acceptable to all investors whom he transacted with -- to negotiate and act in his behalf and PPC in relation to the MC Home Depot property. Respondent allegedly knew about the agreement between petitioner and PPC.
To safeguard his interest in the proceeds, petitioner allegedly required respondent to insist that any agreement with MC Home Depot, Inc. must contain two conditions: (1) that in the event of default in payments, petitioner's personal lawyer, Atty. E. Hans S. Santos, would have the right and authority to recover actual possession over the property, and that this authority could not be rescinded or revoked without the consent of Atty. E. Hans S. Santos; and (2) that all check payments be issued payable to "Cash" and not payable to PPC, so that these checks could be immediately turned over and delivered to petitioner who could encash, negotiate them or rediscount them as he saw fit. Petitioner stated that the Memorandum of Agreement (MOA) dated November 22, 2004, executed between PPC and MC Home Depot, Inc., included these two conditions.
Moreover, under the terms of the MOA, MC Home Depot, Inc. agreed to pay PPC P4.5 million per month for the next four years for the use and occupation of the property, and P18 million as goodwill. Pursuant to the agreement, the officers of MC Home Depot, Inc. issued a total of 20 pay-to-cash checks in payment for the agreed monthly rate and for goodwill. Respondent allegedly received these checks from MC Home Depot, Inc. in behalf of petitioner as the beneficial owner.
Petitioner alleged that three of the 20 checks totaling P9.5 million, and all dated November 2004, were promptly turned over to him, and also all proceeds in relation to the MC Home Depot property. However, respondent continued to hold on to the other 17 checks dated December 2004 to October 2005, which were not turned over by respondent despite repeated demands. Subsequently, respondent delivered only two checks totaling four million pesos (P4 million) and cash in the amount of P1.5 million on January 7, 2005 and January 10, 2005.
According to petitioner, the crux of the dispute in Civil Case No. 70251 was respondent's refusal to deliver to him checks and proceeds from MC Home Depot, Inc. issued and given pursuant to the MOA dated November 22, 2004. Petitioner claimed that respondent received those checks and proceeds in trust for him (petitioner), as respondent was fully aware of the arrangement between him (petitioner) and PPC.
Petitioner contends that in regard to his application for preliminary mandatory injunction/temporary restraining order in Civil Case No. 70251, respondent filed an Opposition thereto justifying his refusal to deliver the amounts demanded on the grounds that:
Petitioner further contended that the rights and interests of PPC over the proceeds from MC Home Depot Inc. was waived, assigned and transferred to the Defensor Briones Villamor and Tolentino Law Offices without any consideration per the Minutes of the Special Meeting of the Board of Directors of PPC dated November 11, 2004.[5]
Petitioner learned that respondent never delivered or turned over to PPC any amount received by him from MC Home Depot, Inc. On April 13, 2005, petitioner sent a demand letter to respondent requiring an explanation for the waiver, as well as the misrepresentation in the pleadings, but respondent failed and refused to explain why they failed to remit the proceeds to him or to PPC.
Petitioner claimed that respondent lied in his pleadings in Civil Case No. 70251, stating that he was an attorney-in-fact of PPC, when respondent allegedly knew that he was not, which was violative of the duty of respondent as a lawyer to be truthful to the courts, and truthful in his pleadings.[6]
Petitioner also contended that whether he or PPC is the client, the fact remains that respondent kept the proceeds from MC Home Depot, Inc, which he admittedly received, and respondent did not turn over the checks to him or to PPC, his alleged principal, in violation of his duty and responsibility as a lawyer.[7]
In addition, petitioner stated that it appears from the Minutes of the Special Meeting of the Board of Directors of PPC dated November 11, 2004 that the fees due to the Defensor Briones Villamor and Tolentino Law Offices for legal services performed for PPC amounts to over P200 million. Petitioner contends that the amount received and pocketed by respondent and/or the Defensor Briones Villamor and Tolentino Law Offices is staggering, shocking and unconscionable, and violative of Canon 20 of the Code of Professional Responsibility, which states, "A lawyer shall charge only fair and reasonable fees."
In his Answer, respondent denied that the complaint was instituted for a valid cause, and stated that it was another harassment suit filed against him by petitioner. He stated that in Civil Case No. 70251 before the RTC of Pasig City, petitioner failed to obtain a temporary restraining order and he has not been granted any provisional remedy with respect to the checks being claimed by him.
Respondent categorically denied the charge of deliberate misrepresentation made in the pleadings. He asserted that the pleadings clearly showed that the legal arguments advanced therein were to oppose petitioner's application for injunctive writ and temporary restraining order.
Respondent stated that whatever rights PPC had under the "Option to Lease that portion of the property commonly known as the MC Home Depot" were subject of waiver, assignment and transfer in his favor, acting as counsel for an undisclosed client. He stated that PPC's rights were then subject of pending litigation between claimants and there was nothing certain and definite as to whether PPC would be able to obtain possession of the MC Home Depot property without it incurring more expenses due to the pending litigation involving the right to possession of the said property; thus, PPC did not see any practical and beneficial outcome from the said option. Respondent alleged that the option money PPC paid for the lease of the MC Home Depot property was used to pay for another option to lease covering the "Rockland area." Hence, insofar as the MC Home Depot property was concerned, PPC did not pay anything therefor nor lost anything by the waiver in favor of respondent.
Respondent alleged that in consideration of the waiver by PPC, he strove to obtain legal possession of the MC Home Depot property and was successful in defeating other claimants thereto. To protect the rights of PPC regarding the MC Home Depot property, respondent dealt with the owner of MC Home Depot property, Mid-Pasig, for the purpose of formalizing a lease contract over the MC Home Depot property and the acceptance by Mid-Pasig of respondent's offer of reasonable compensation for the use of the MC Home Depot property. In addition, respondent undertook to free PPC from any liability for any tax incidents which may arise out of the MOA over the MC Home Depot property.
Respondent stated that whatever is due to petitioner has already been received by him, and petitioner admitted in his Complaint that he already received P15 million.[8]
Respondent contended that he has not committed any violation of any provision of the Code of Professional Responsibility and any of his sworn responsibilities and duties encompassed in his oath as a lawyer.
Petitioner filed a Request for Admission dated July 7, 2005.
In his Reply,[9] respondent admitted the existence and genuineness of the Opposition (To Application for Preliminary/Mandatory Injunction/ Temporary Restraining Order (TRO)/Temporary Mandatory Injunction) and the Memorandum (Opposition to Application for TRO) filed in Civil Case No. 70251. Respondent also admitted the demand letter dated January 10, 2005 and respondent's Reply thereto dated January 11, 2005.
Respondent averred that he had no duty to remit, either to petitioner or to PPC any premiums or rentals from the MC Home Depot property. Respondent stated that with respect to the premiums and rentals and/or checks due from the MC Home Depot property for the period from December 2004 up to October 2005, he acted as lawyer for a client with regard to the premiums and rentals or checks due from the MC Home Depot property, and he is barred and prevented by his confidential relations with his said client to disclose, without permission from the client, any communications which he and his client may have made regarding the subject of the lawyer-client relationship.
On September 9, 2005, Investigating Commissioner Dennis A.B. Funa of the Commission on Bar Discipline of the IBP submitted a Report and Recommendation on the disbarment case. He stated that the two issues to be settled in this case are: (1) the alleged non-remittance by respondent to petitioner of the rental proceeds from the MC Home Depot, Inc.; and (2) the alleged misrepresentation by respondent as to his relation with PPC.
In regard to the first issue, petitioner claimed that the checks received by respondent should have been remitted to him as the "beneficial owner." However, Commissioner Funa stated that petitioner did not adduce any documentary or testimonial evidence showing that he is the real or intended beneficiary of the MOA dated November 22, 2004. He found it strange that a commercial and business transaction worth more or less P200 million would have no signed documentation to show petitioner's beneficial ownership or other financial interest. He averred that PPC could have validated petitioner's undocumented claim that he is the "beneficial owner" of the subject checks, but it did not do so.
The second issue of misrepresentation by respondent referred to the statement in the pleadings filed in Civil Case No. 70251 that respondent was the attorney-in-fact of PPC, when PPC had previously waived, assigned and transferred its rights over the MC Home Depot property in favor of respondent's law firm. In defense, respondent contended that he never stated that he was an attorney-in-fact of PPC, but rather such claim was made in a pleading signed by another lawyer, Atty. Raul Ibay Tolentino, and not by him.
Commissioner Funa observed that a reading of the said pleadings[10] showed that they were not signed by respondent. Moreover, assuming that respondent did claim and act as attorney-in-fact of PPC, it could not be readily said that this position would conflict with the waiver, assignment and transfer of PPC's interests to respondent's law firm and, therefore, constitute misrepresentation. Commissioner Funa stated that respondent's receipt of the checks had not been repudiated or challenged by PPC or by respondent's law firm; thus, it could be concluded that respondent's receipt of the checks was with the consent and agreement of both PPC and respondent's law firm. Any irregularity in respondent's behavior should have been challenged by either PPC or respondent's law firm, as they were the parties that would be directly affected by any misrepresentation on the part of respondent.
Commissioner Funa averred that whether respondent received the checks on behalf of PPC or on behalf of respondent's law firm was immaterial to petitioner, who was not party in the said agreement. He stated that it was possible that respondent received the checks to be turned over to his law firm with the consent and agreement of PPC. The assignee and transferee is respondent's law firm and not respondent himself. Commissioner Funa held that the charge of misrepresentation, so as to impute deceit, malice or evil intent, has not been satisfactorily established. There is no sufficient factual basis to hold respondent liable.
Commissioner Funa submitted that respondent did not commit any act for which he should be disciplined or administratively sanctioned, and recommended the dismissal of the case for lack of merit.
On December 17, 2005, the Board of Governors of the IBP passed Resolution No. XVII-2005-192, dismissing the case for lack of merit, thus:
Petitioner filed a petition[12] for review within the reglementary period, raising the following issues:
Petitioner contends that as a lawyer, respondent violated the following ethical standards provided for in the Code of Professional Responsibility, thus:
Petitioner states that in Civil Case No. 70251, he claimed that he owns all the proceeds from the MC Home Depot property and that respondent had the obligation to deliver the proceeds to him, while respondent alleged that PPC owns the proceeds, and that he received the checks and proceeds for and on behalf of PPC.
Petitioner contends that respondent knowingly lied in his pleadings[14] in Civil Case No. 70251, which pleadings were prepared by his law firm with his knowledge and consent, by claiming that he was the attorney-in-fact of PPC. Respondent never submitted any board resolution appointing him as such attorney-in-fact, the reason being, according to petitioner, was that respondent was in possession of the PPC Board Resolution dated November 11, 2004, which board resolution supposedly transferred to respondent's law firm all rights, interests and proceeds in the MC Home Depot property. Petitioner stated that instead of disclosing the said transfer of right to the court, respondent lied, saying that he was the attorney-in-fact of PPC when he knew that he was not, which is violative of his duty as a lawyer to be truthful to the courts, and truthful in his pleadings.
Petitioner stressed that respondent argued that he received the subject checks and proceeds for and on behalf of PPC in order to defeat his (petitioner's) application for temporary restraining order and/or preliminary injunction in Civil Case No. 70251, and respondent succeeded.
Moreover, petitioner contends that respondent just kept the proceeds, which he admitted he received, and did not remit or deliver any check or proceeds to him (petitioner) or to PPC, his alleged principal, which is violative of his duty as a lawyer.
The arguments of petitioner do not persuade.
The pleadings in Civil Case No. 70251 referred to by petitioner are respondent's Opposition (To Application for Preliminary Mandatory Injunction/Temporary Restraining Order/Temporary Mandatory Injunction) and his Memorandum (Opposition to Application for Temporary Restraining Order). The pertinent contextual portion of respondent's Opposition[15] reads:
The last paragraph above was reiterated in respondent's Memorandum (Opposition to Application for Temporary Restraining Order).[17]
In an Order dated January 21, 2005, the RTC of Pasig City, Branch 155, in Civil Case No. 70251, denied petitioner's application for temporary restraining order, thus:
The dispositive portion of the RTC decision above shows that one of the grounds for the denial of petitioner's application for a temporary restraining order in Civil Case No. 70251 was because petitioner was not able to substantiate his right to the subject checks as the beneficial owner thereof.
The Court finds that the statement, "it is defendant Villamor, as attorney-in-fact of the Pasig Printing Corporation (PPC), or, more properly, it is Pasig Printing Corporation (PPC) itself who has an ostensible right to the checks under the provisions of the contract attached to the complaint," is not cause for administrative sanction by the Court as it did not appear to mislead the RTC of Pasig City, Branch 155 in rendering its decision on petitioner's application for a temporary restraining order in Civil Case No. 70251. In fact, respondent stated therein that PPC had the right to the checks under the provisions of the contract, which was correct under the MOA. It was within the discretion of respondent's counsel to determine whether or not to mention in the said Opposition the supposed waiver of rights of PPC over the MC Home Depot Property in favor of his law office. In fact, mentioning the said waiver would bolster the claim of respondent that petitioner is not entitled to the issuance of a temporary restraining order.
Under the MOA[19] dated November 22, 2004, wherein PPC was represented by respondent, PPC has the right to payment by MC Home Depot, Inc. for the use and occupation of the property sub-leased. It appears that PPC allowed respondent to collect the checks and proceeds from MC Home Depot, Inc., which may have led to the statement in the aforementioned Opposition that it is defendant Villamor, as attorney-in-fact of the Pasig Printing Corporation (PPC), or, more properly, it is Pasig Printing Corporation (PPC) itself who has an ostensible right to the checks under the provisions of the contract (MOA) attached to the complaint."
On the other hand, it is alleged that under the PPC Board Resolution[20] dated November 11, 2004, PPC waived its rights over the MC Home Depot property in favor of respondent's law office, the Defensor Briones Villamor and Tolentino Law Offices. Thus, respondent finds support in the said waiver to assert that petitioner is not entitled to the checks and proceeds from MC Home Depot, Inc. and that whatever rights PPC had under the Option to Lease the MC Home Depot property were subject of "waiver, assignment and transfer" in his favor, acting as counsel for an undisclosed client. However, it should be pointed out that the validity of the waiver is still the subject of a pending intra-corporate case entitled Balmores v. Ignacio, et al.,[21] wherein petitioner therein prayed, among others, for the annulment of the Board Resolution dated November 11, 2004, which waived PPC's rights over the MC Home Depot property in favor of defendant Villamor's law firm.
In view of the foregoing, the Court agrees with the IBP Board of Governors and the Commission on Bar Discipline that there was no misrepresentation on the part of respondent.
Petitioner also contends that respondent did not turn over the subject checks to him or to PPC in violation of respondent's duty as a lawyer.
Petitioner's contention is unmeritorious.
Petitioner failed to present evidence showing that he was entitled to the checks from MC Home Depot, Inc., pursuant to the MOA[22] dated November 22, 2004 between MC Home Depot, Inc. and PPC. The MOA did not state that petitioner was the "beneficial owner" of the checks, and petitioner was not a party to the agreement.
In regard to the acknowledgment receipts of payments to petitioner, which were submitted as proof of his beneficial ownership of the subject checks, Investigating Commissioner Funa correctly found, thus:
As regards the issue on the non-delivery of the subject checks to PPC, the same is still the subject of a pending intra-corporate case seeking, among others, the annulment of the Board Resolution dated November 11, 2004, which board resolution waived the rights of PPC over the MC Home Depot property in favor of respondent's law office.
Petitioner also contends that from the November 11, 2004 Minutes, the fees due to the Defensor Briones Villamor and Tolentino Law Offices for legal service performed for PPC amounts to P200 million, which is violative of Canon 20 of the Code of Professional Responsibility which states, "A lawyer shall charge only fair and reasonable fees."
The contention is unmeritorious.
The allegation of petitioner has not been substantiated. The Minutes[24] of the Special Meeting of the Board of Directors of PPC dated November 11, 2004 reads:
Nowhere in the Minutes cited above is the payment of such legal fees expressed. Moreover, the proper party to make such a complaint is PPC, but it has not done so.
Petitioner further contends that the IBP Board of Governors and the Commission on Bar Discipline erred in not holding respondent accountable for acquiring the interest of his supposed client over the property that is subject of litigation. In support of his argument, petitioner cited Ordonio v. Eduarte[26] and Bautista v.Gonzales,[27] which held that under Article 1491 of the Civil Code,[28] lawyers are prohibited from acquiring by assignment property and rights which may be the object of any litigation in which they may take part by virtue of their profession.
The contention lacks merit.
The cases cited by petitioner involved the prohibited acquisition by a lawyer of his client's property that was the object of the litigation in which the lawyer represented his client. However, in this case, the property occupied by MC Home Depot is registered under Mid-Pasig, and the records show that the litigation over the property was between Rockland Construction Company, Inc. and Mid-Pasig.[29] Petitioner failed to prove that respondent's case is within the ambit or is violative of Article 1491 of the Civil Code.
WHEREFORE, the petition is DENIED. The Resolution dated December 17, 2005 of the Board of Governors of the Integrated Bar of the Philippines in CBD Case No. 05-1471 dismissing the case for disbarment is hereby AFFIRMED.
Costs against petitioner.
SO ORDERED.
Carpio,* Velasco, Jr., (Chairperson), Brion,** and Sereno,*** JJ. , concur.
[1] Leonardo S. Umale, who died on March 16, 2006, was substituted by his wife Clarissa Victoria Umale.
* Designated as an additional member in lieu of Associate Justice Roberto A. Abad, per Special Order No. 1059 dated August 1, 2011.
** Designated as an additional member in lieu of Associate Justice Jose Catral Mendoza, per Special Order No. 1056 dated July 27, 2011.
*** Designated as an additional member, per Special Order No. 1028 dated June 21, 2011.
[2] Records, p. 1; rollo, p. 47.
[3] Opposition (To Application for Preliminary Mandatory Injunction/Temporary Restraining Order/Temporary Mandatory Injunction) dated January 18, 2004) dated January 18, 2004, rollo, p. 181.
[4] Memorandum (Opposition to Application for Temporary Restraining Order), id. at 194.
[5] "RESOLVED, as it is hereby resolved, that the Corporation waives, assigns, and transfers all its rights, interests, and participation in par. 2 (d) of the Option to Lease contract dated March 1, 2004 of the Notary Public Atty. Noel J. Salvanera under Doc. No. 369 Page No. 76 Book No. III Series of 2004 in favor of Defensor Briones Villamor and Tolentino Law Offices, who can perform such acts that will lead to the recovery of a portion of the Payanig sa Pasig property otherwise known as the MC Home Depot property registered in the name of Mid-Pasig Land Development Corp., a Corporation under the direct control and supervision of the Presidential Commission of Good Government (PCGG), as well as to exercise such rights as assignee, transferee of the MC Home Depot property including the right to lease and/or sublease the same as it may deem necessary."
[6] Code of Professional Responsibility, Rule 10.01.--A lawyer shall not do any falsehood, nor consent to the doing of any in Court, nor shall he mislead, or allow the Court to be misled by any artifice.
[7] Code of Professional Responsibility, Rule 16.01.--A lawyer shall account for all money or property collected or received for or from the client.
[8] Complaint, paragraph 6.02.
[9] Records, p. 166.
[10] Annexes "B" and "C" of the Complaint, records pp. 43, 55.
[11] Rollo, p. 31.
[12] Rule 139-B, Sec. 12. Review and decision by the Board of Governors. --
x x x x
(c) If the respondent is exonerated by the Board or the disciplinary sanction imposed by it is less than suspension or disbarment (such as admonition, reprimand, or fine) it shall issue a decision exonerating respondent or imposing such sanction. The case shall be deemed terminated unless upon petition of the complainant or other interested party filed with the Supreme Court within fifteen (15) days from notice of the Board's resolution, the Court orders otherwise.
[13] Rollo, p. 7.
[14] Opposition (To Application for Preliminary mandatory Injunction/Temporary Restraining Order/Temporary Mandatory Injunction) and his Memorandum (Opposition to Application for Temporary Restraining Order).
[15] Rollo, p. 178.
[16] Id. at 180-181.
[17] Id. at 190.
[18] Memorandum (Respondent), rollo, p. 27.
[19] Rollo, p. 170.
[20] Id. at 316.
[21] Records, p. 63.
[22] Rollo, p. 170.
[23] Id. at 42-43.
[24] Id. at 199.
[25] Id. at 199-200.
[26] A.M. No. 3216, March 16, 1992, 207 SCRA 229.
[27] A.M. No. 1625, February 12, 1990, 182 SCRA 151.
[28] Art. 1491. The following persons cannot acquire by purchase, even at a public or judicial auction, either in person or through the mediation of another;
x x x x
(5) Justices, judges, prosecuting attorneys, clerks of superior and inferior courts, and other officers and employees connected with the administration of justice, the property and right in litigation or levied upon an execution before the court within whose jurisdiction or territory they exercise their respective functions; this prohibition includes the act of acquiring by assignment and shall apply to lawyers, with respect to the property and rights which may be the object of any litigation in which they may take part by virtue of their profession. (Emphasis supplied.)
[29] Rollo, p. 255.
On April 22, 2005, petitioner filed a Complaint for Disbarment[2] before the Commission on Bar Discipline, Integrated Bar of the Philippines (IBP) against respondent for committing acts violative of the Code of Professional Responsibility.
The factual background of the Complaint was culled from the facts stated in petitioner's Complaint in Civil Case No. 70251, entitled Leonardo S. Umale v. Atty. Alfredo Villamor, Jr., et al., which was filed by petitioner before the Regional Trial Court (RTC) of Pasig City on January 13, 2005.
Petitioner stated that within the business district of Pasig City lies several hectares of land, referred to as the Payanig Property, which belongs to Mid-Pasig Land Development Corporation (Mid-Pasig). Mid-Pasig is a corporation surrendered by the Campos family to the Presidential Commission on Good Government (PCGG). Since obtaining control of the Payanig property, the PCGG, through Mid-Pasig, has leased, and granted options to lease parcels of the said property. The Pasig Printing Corporation (PPC) was awarded a lease contract over a 5,000-square-meter property located along Meralco Avenue.
Petitioner alleged that sometime in 2003, PPC officers approached him with a proposal for a business venture for the development of property. Petitioner expressed interest to develop not only the 5,000-square-meter property, but also other parcels of land within the Payanig property, some of which were under litigation. PPC agreed to negotiate with Mid-Pasig for the right over these other parcels of land. In exchange for petitioner's commitment to develop the 5,000-square-meter property, now known as Metrowalk, PPC allegedly committed to deliver to petitioner the proceeds obtained from some of these litigated parcels of land.
Moreover, petitioner alleged that during the development of the property occupied by Metrowalk, petitioner and PPC worked to obtain rights to the other litigated parcels of the Payanig Property, including the land occupied by MC Home Depot, located at the corner of Meralco Avenue and Ortigas Avenue. The rights to MC Home Depot was being litigated with a former lease holder, Rockland Construction Company. In consideration of petitioner's efforts, work and investment, PPC allegedly agreed that in the event that it obtained any rights or interests, concessions, option, contract and/or proceeds in relation to the parcel of land occupied by MC Home Depot, the said rights or interest would belong to petitioner, and that any proceeds and/or checks obtained would be remitted immediately to petitioner as the beneficial owner.
Subsequently, after negotiations with Mid-Pasig for an option to lease the property occupied by MC Home Depot, petitioner stated that he used his personal funds to pay to Mid-Pasig, on May 1, 2004, the option money for the lease of the said property.
To protect his interest in the MC Home Depot property, petitioner allegedly requested respondent Atty. Alfredo Villamor, Jr. -- a lawyer he personally knew and who was acceptable to all investors whom he transacted with -- to negotiate and act in his behalf and PPC in relation to the MC Home Depot property. Respondent allegedly knew about the agreement between petitioner and PPC.
To safeguard his interest in the proceeds, petitioner allegedly required respondent to insist that any agreement with MC Home Depot, Inc. must contain two conditions: (1) that in the event of default in payments, petitioner's personal lawyer, Atty. E. Hans S. Santos, would have the right and authority to recover actual possession over the property, and that this authority could not be rescinded or revoked without the consent of Atty. E. Hans S. Santos; and (2) that all check payments be issued payable to "Cash" and not payable to PPC, so that these checks could be immediately turned over and delivered to petitioner who could encash, negotiate them or rediscount them as he saw fit. Petitioner stated that the Memorandum of Agreement (MOA) dated November 22, 2004, executed between PPC and MC Home Depot, Inc., included these two conditions.
Moreover, under the terms of the MOA, MC Home Depot, Inc. agreed to pay PPC P4.5 million per month for the next four years for the use and occupation of the property, and P18 million as goodwill. Pursuant to the agreement, the officers of MC Home Depot, Inc. issued a total of 20 pay-to-cash checks in payment for the agreed monthly rate and for goodwill. Respondent allegedly received these checks from MC Home Depot, Inc. in behalf of petitioner as the beneficial owner.
Petitioner alleged that three of the 20 checks totaling P9.5 million, and all dated November 2004, were promptly turned over to him, and also all proceeds in relation to the MC Home Depot property. However, respondent continued to hold on to the other 17 checks dated December 2004 to October 2005, which were not turned over by respondent despite repeated demands. Subsequently, respondent delivered only two checks totaling four million pesos (P4 million) and cash in the amount of P1.5 million on January 7, 2005 and January 10, 2005.
According to petitioner, the crux of the dispute in Civil Case No. 70251 was respondent's refusal to deliver to him checks and proceeds from MC Home Depot, Inc. issued and given pursuant to the MOA dated November 22, 2004. Petitioner claimed that respondent received those checks and proceeds in trust for him (petitioner), as respondent was fully aware of the arrangement between him (petitioner) and PPC.
Petitioner contends that in regard to his application for preliminary mandatory injunction/temporary restraining order in Civil Case No. 70251, respondent filed an Opposition thereto justifying his refusal to deliver the amounts demanded on the grounds that:
1. Respondent received the checks for and in behalf of PPC as its attorney-in-fact.
2. PPC has an ostensible right to the checks under the provisions of the contract.[3]
3. The contract was between the issuer of the checks, MC Home Depot, Inc., and PPC, represented therein by respondent, and petitioner was not a party to the agreement between MC Home Depot, Inc. and PPC.[4]
Petitioner further contended that the rights and interests of PPC over the proceeds from MC Home Depot Inc. was waived, assigned and transferred to the Defensor Briones Villamor and Tolentino Law Offices without any consideration per the Minutes of the Special Meeting of the Board of Directors of PPC dated November 11, 2004.[5]
Petitioner learned that respondent never delivered or turned over to PPC any amount received by him from MC Home Depot, Inc. On April 13, 2005, petitioner sent a demand letter to respondent requiring an explanation for the waiver, as well as the misrepresentation in the pleadings, but respondent failed and refused to explain why they failed to remit the proceeds to him or to PPC.
Petitioner claimed that respondent lied in his pleadings in Civil Case No. 70251, stating that he was an attorney-in-fact of PPC, when respondent allegedly knew that he was not, which was violative of the duty of respondent as a lawyer to be truthful to the courts, and truthful in his pleadings.[6]
Petitioner also contended that whether he or PPC is the client, the fact remains that respondent kept the proceeds from MC Home Depot, Inc, which he admittedly received, and respondent did not turn over the checks to him or to PPC, his alleged principal, in violation of his duty and responsibility as a lawyer.[7]
In addition, petitioner stated that it appears from the Minutes of the Special Meeting of the Board of Directors of PPC dated November 11, 2004 that the fees due to the Defensor Briones Villamor and Tolentino Law Offices for legal services performed for PPC amounts to over P200 million. Petitioner contends that the amount received and pocketed by respondent and/or the Defensor Briones Villamor and Tolentino Law Offices is staggering, shocking and unconscionable, and violative of Canon 20 of the Code of Professional Responsibility, which states, "A lawyer shall charge only fair and reasonable fees."
In his Answer, respondent denied that the complaint was instituted for a valid cause, and stated that it was another harassment suit filed against him by petitioner. He stated that in Civil Case No. 70251 before the RTC of Pasig City, petitioner failed to obtain a temporary restraining order and he has not been granted any provisional remedy with respect to the checks being claimed by him.
Respondent categorically denied the charge of deliberate misrepresentation made in the pleadings. He asserted that the pleadings clearly showed that the legal arguments advanced therein were to oppose petitioner's application for injunctive writ and temporary restraining order.
Respondent stated that whatever rights PPC had under the "Option to Lease that portion of the property commonly known as the MC Home Depot" were subject of waiver, assignment and transfer in his favor, acting as counsel for an undisclosed client. He stated that PPC's rights were then subject of pending litigation between claimants and there was nothing certain and definite as to whether PPC would be able to obtain possession of the MC Home Depot property without it incurring more expenses due to the pending litigation involving the right to possession of the said property; thus, PPC did not see any practical and beneficial outcome from the said option. Respondent alleged that the option money PPC paid for the lease of the MC Home Depot property was used to pay for another option to lease covering the "Rockland area." Hence, insofar as the MC Home Depot property was concerned, PPC did not pay anything therefor nor lost anything by the waiver in favor of respondent.
Respondent alleged that in consideration of the waiver by PPC, he strove to obtain legal possession of the MC Home Depot property and was successful in defeating other claimants thereto. To protect the rights of PPC regarding the MC Home Depot property, respondent dealt with the owner of MC Home Depot property, Mid-Pasig, for the purpose of formalizing a lease contract over the MC Home Depot property and the acceptance by Mid-Pasig of respondent's offer of reasonable compensation for the use of the MC Home Depot property. In addition, respondent undertook to free PPC from any liability for any tax incidents which may arise out of the MOA over the MC Home Depot property.
Respondent stated that whatever is due to petitioner has already been received by him, and petitioner admitted in his Complaint that he already received P15 million.[8]
Respondent contended that he has not committed any violation of any provision of the Code of Professional Responsibility and any of his sworn responsibilities and duties encompassed in his oath as a lawyer.
Petitioner filed a Request for Admission dated July 7, 2005.
In his Reply,[9] respondent admitted the existence and genuineness of the Opposition (To Application for Preliminary/Mandatory Injunction/ Temporary Restraining Order (TRO)/Temporary Mandatory Injunction) and the Memorandum (Opposition to Application for TRO) filed in Civil Case No. 70251. Respondent also admitted the demand letter dated January 10, 2005 and respondent's Reply thereto dated January 11, 2005.
Respondent averred that he had no duty to remit, either to petitioner or to PPC any premiums or rentals from the MC Home Depot property. Respondent stated that with respect to the premiums and rentals and/or checks due from the MC Home Depot property for the period from December 2004 up to October 2005, he acted as lawyer for a client with regard to the premiums and rentals or checks due from the MC Home Depot property, and he is barred and prevented by his confidential relations with his said client to disclose, without permission from the client, any communications which he and his client may have made regarding the subject of the lawyer-client relationship.
On September 9, 2005, Investigating Commissioner Dennis A.B. Funa of the Commission on Bar Discipline of the IBP submitted a Report and Recommendation on the disbarment case. He stated that the two issues to be settled in this case are: (1) the alleged non-remittance by respondent to petitioner of the rental proceeds from the MC Home Depot, Inc.; and (2) the alleged misrepresentation by respondent as to his relation with PPC.
In regard to the first issue, petitioner claimed that the checks received by respondent should have been remitted to him as the "beneficial owner." However, Commissioner Funa stated that petitioner did not adduce any documentary or testimonial evidence showing that he is the real or intended beneficiary of the MOA dated November 22, 2004. He found it strange that a commercial and business transaction worth more or less P200 million would have no signed documentation to show petitioner's beneficial ownership or other financial interest. He averred that PPC could have validated petitioner's undocumented claim that he is the "beneficial owner" of the subject checks, but it did not do so.
The second issue of misrepresentation by respondent referred to the statement in the pleadings filed in Civil Case No. 70251 that respondent was the attorney-in-fact of PPC, when PPC had previously waived, assigned and transferred its rights over the MC Home Depot property in favor of respondent's law firm. In defense, respondent contended that he never stated that he was an attorney-in-fact of PPC, but rather such claim was made in a pleading signed by another lawyer, Atty. Raul Ibay Tolentino, and not by him.
Commissioner Funa observed that a reading of the said pleadings[10] showed that they were not signed by respondent. Moreover, assuming that respondent did claim and act as attorney-in-fact of PPC, it could not be readily said that this position would conflict with the waiver, assignment and transfer of PPC's interests to respondent's law firm and, therefore, constitute misrepresentation. Commissioner Funa stated that respondent's receipt of the checks had not been repudiated or challenged by PPC or by respondent's law firm; thus, it could be concluded that respondent's receipt of the checks was with the consent and agreement of both PPC and respondent's law firm. Any irregularity in respondent's behavior should have been challenged by either PPC or respondent's law firm, as they were the parties that would be directly affected by any misrepresentation on the part of respondent.
Commissioner Funa averred that whether respondent received the checks on behalf of PPC or on behalf of respondent's law firm was immaterial to petitioner, who was not party in the said agreement. He stated that it was possible that respondent received the checks to be turned over to his law firm with the consent and agreement of PPC. The assignee and transferee is respondent's law firm and not respondent himself. Commissioner Funa held that the charge of misrepresentation, so as to impute deceit, malice or evil intent, has not been satisfactorily established. There is no sufficient factual basis to hold respondent liable.
Commissioner Funa submitted that respondent did not commit any act for which he should be disciplined or administratively sanctioned, and recommended the dismissal of the case for lack of merit.
On December 17, 2005, the Board of Governors of the IBP passed Resolution No. XVII-2005-192, dismissing the case for lack of merit, thus:
RESOLUTION NO. XVII-2005-192
CBD Case No. 05-1471
Leonardo S. Umale vs. Atty. Alfredo Villamor, Jr.
RESOLVED to ADOPT and APPROVE, as it is hereby ADOPTED and APPROVED, the Report and Recommendation of the Investigating Commissioner of the above-entitled case, herein made part of this Resolution as Annex "A"; and, finding the recommendation fully supported by the evidence on record and the applicable laws and rules, and considering that the case lacks merit, the same is hereby DISMISSED.[11]
Petitioner filed a petition[12] for review within the reglementary period, raising the following issues:
I
WHETHER OR NOT RESPONDENT ATTY. ALFREDO VILLAMOR, JR. COMMITTED VIOLATIONS OF THE CODE OF PROFESSIONAL RESPONSIBILITY, SPECIFICALLY THE FOLLOWING PROVISIONS, TO WIT:
Rule 1.01 - A lawyer shall not engage in unlawful, dishonest, immoral or deceitful conduct.
Rule 10.01 - A lawyer shall not do any falsehood, nor consent to the doing of any in Court, nor shall he mislead, or allow the Court to be misled by any artifice.
Rule 16.01 - A lawyer shall account for all money or property collected or received for or from the client.
Rule 16.03 - A lawyer shall deliver the funds and property of his client when due or upon demand. x x x
II
WHETHER OR NOT ATTY. ALFREDO VILLAMOR, JR. SHOULD BE HELD ACCOUNTABLE FOR HIS CLAIM OF HAVING ACQUIRED THE INTEREST OF HIS SUPPOSED CLIENT OVER THE PROPERTY THAT IS A SUBJECT OF LITIGATIONS.
III
WHETHER OR NOT ATTY. ALFREDO VILLAMOR, JR. SHOULD BE HELD ACCOUNTABLE FOR MAKING CONFLICTING CLAIMS ON HIS PLEADINGS BEFORE DIFFERENT FORA DEPENDING ON HIS NEED AT A PARTICULAR FORA.[13]
Petitioner contends that as a lawyer, respondent violated the following ethical standards provided for in the Code of Professional Responsibility, thus:
Rule 1.01 - A lawyer shall not engage in unlawful, dishonest, immoral or deceitful conduct.
Rule 10.01 - A lawyer shall not do any falsehood, nor consent to the doing of any in Court, nor shall he mislead, or allow the Court to be misled by any artifice.
Rule 16.01 - A lawyer shall account for all money or property collected or received for or from the client.
Rule 16.03 - A lawyer shall deliver the funds and property of his client when due or upon demand.
Canon 20--A lawyer shall charge only fair and reasonable fees.
Petitioner states that in Civil Case No. 70251, he claimed that he owns all the proceeds from the MC Home Depot property and that respondent had the obligation to deliver the proceeds to him, while respondent alleged that PPC owns the proceeds, and that he received the checks and proceeds for and on behalf of PPC.
Petitioner contends that respondent knowingly lied in his pleadings[14] in Civil Case No. 70251, which pleadings were prepared by his law firm with his knowledge and consent, by claiming that he was the attorney-in-fact of PPC. Respondent never submitted any board resolution appointing him as such attorney-in-fact, the reason being, according to petitioner, was that respondent was in possession of the PPC Board Resolution dated November 11, 2004, which board resolution supposedly transferred to respondent's law firm all rights, interests and proceeds in the MC Home Depot property. Petitioner stated that instead of disclosing the said transfer of right to the court, respondent lied, saying that he was the attorney-in-fact of PPC when he knew that he was not, which is violative of his duty as a lawyer to be truthful to the courts, and truthful in his pleadings.
Petitioner stressed that respondent argued that he received the subject checks and proceeds for and on behalf of PPC in order to defeat his (petitioner's) application for temporary restraining order and/or preliminary injunction in Civil Case No. 70251, and respondent succeeded.
Moreover, petitioner contends that respondent just kept the proceeds, which he admitted he received, and did not remit or deliver any check or proceeds to him (petitioner) or to PPC, his alleged principal, which is violative of his duty as a lawyer.
The arguments of petitioner do not persuade.
The pleadings in Civil Case No. 70251 referred to by petitioner are respondent's Opposition (To Application for Preliminary Mandatory Injunction/Temporary Restraining Order/Temporary Mandatory Injunction) and his Memorandum (Opposition to Application for Temporary Restraining Order). The pertinent contextual portion of respondent's Opposition[15] reads:
By his complaint, plaintiff has not shown any present, clear, and unmistakable right to be protected. On the contrary, it is defendant Villamor who appears to have a clear and present right under the provisions of the Memorandum of Agreement dated November 22, 2004 attached as Annex "C" to plaintiff's complaint.
Anent the checks subject matter of the present case, plaintiff seeks that defendant Villamor be enjoined, by a temporary restraining order and/or writ of preliminary injunction, in relation to the MC Home property, from negotiating, transacting, encashing or in any manner performing any act in relation to the checks identified and enumerated in par. 2.27 of this complaint, without the written consent of Umale, or unless directed to do so by a court order." Also regarding said checks, plaintiff seeks that defendant Villamor be ordered, by a temporary mandatory injunction and/or writ of preliminary injunction, "to immediately deliver and turn over the same to Umale," and "to immediately account for, deliver and turn over to Umale the cash proceeds for subject checks encashed without his consent.
However, it is defendant Villamor, as attorney-in-fact of the Pasig Printing Corporation (PPC), or, more properly, it is Pasig Printing Corporation (PPC) itself who has an ostensible right to the checks under the provisions of the contract attached to the complaint. Even plaintiff himself acknowledges that "(u)nder the terms of said agreement, MC Home Depot, Inc. agreed to pay PPC the amount of Four Million Five Hundred Thousand Pesos (PHP4,500,000.00) per month, for the next four years, for the use and occupation of the MC Home property, and the payment of Eighteen Million Pesos (PHP 18,000,000.00) as goodwill," and that pursuant to said Agreement, MC Home Depot, Inc. and its officers issued a total of twenty (20) pay to cash checks in payment for the agreed monthly rate, and for the goodwill, all of which checks were received by defendant Villamor from MC Home Depot, Inc. (see pars. 2.18 and 2.19, Complaint).[16]
The last paragraph above was reiterated in respondent's Memorandum (Opposition to Application for Temporary Restraining Order).[17]
In an Order dated January 21, 2005, the RTC of Pasig City, Branch 155, in Civil Case No. 70251, denied petitioner's application for temporary restraining order, thus:
x x x x
After a careful evaluation of the arguments advanced by both parties, the Court resolves to DENY the instant application for the issuance of a Temporary Restraining Order on the following grounds:
1. The applicant has not clearly shown that he is entitled to the relief demanded, not having as yet substantiated his claimed right to the subject checks as the alleged beneficial owner thereof. Plaintiff's claimed right proceeds from an alleged side agreement between him and Pasig Printing Corporation (PPC), which agreement, however, has not as yet been convincingly shown. The fact that previous checks and/or proceeds of checks were delivered to the plaintiff does not necessarily establish the existence of that agreement. Notably, plaintiff is not a party to the agreement/transaction for which or by reason of which, the checks were issued.[18]
The dispositive portion of the RTC decision above shows that one of the grounds for the denial of petitioner's application for a temporary restraining order in Civil Case No. 70251 was because petitioner was not able to substantiate his right to the subject checks as the beneficial owner thereof.
The Court finds that the statement, "it is defendant Villamor, as attorney-in-fact of the Pasig Printing Corporation (PPC), or, more properly, it is Pasig Printing Corporation (PPC) itself who has an ostensible right to the checks under the provisions of the contract attached to the complaint," is not cause for administrative sanction by the Court as it did not appear to mislead the RTC of Pasig City, Branch 155 in rendering its decision on petitioner's application for a temporary restraining order in Civil Case No. 70251. In fact, respondent stated therein that PPC had the right to the checks under the provisions of the contract, which was correct under the MOA. It was within the discretion of respondent's counsel to determine whether or not to mention in the said Opposition the supposed waiver of rights of PPC over the MC Home Depot Property in favor of his law office. In fact, mentioning the said waiver would bolster the claim of respondent that petitioner is not entitled to the issuance of a temporary restraining order.
Under the MOA[19] dated November 22, 2004, wherein PPC was represented by respondent, PPC has the right to payment by MC Home Depot, Inc. for the use and occupation of the property sub-leased. It appears that PPC allowed respondent to collect the checks and proceeds from MC Home Depot, Inc., which may have led to the statement in the aforementioned Opposition that it is defendant Villamor, as attorney-in-fact of the Pasig Printing Corporation (PPC), or, more properly, it is Pasig Printing Corporation (PPC) itself who has an ostensible right to the checks under the provisions of the contract (MOA) attached to the complaint."
On the other hand, it is alleged that under the PPC Board Resolution[20] dated November 11, 2004, PPC waived its rights over the MC Home Depot property in favor of respondent's law office, the Defensor Briones Villamor and Tolentino Law Offices. Thus, respondent finds support in the said waiver to assert that petitioner is not entitled to the checks and proceeds from MC Home Depot, Inc. and that whatever rights PPC had under the Option to Lease the MC Home Depot property were subject of "waiver, assignment and transfer" in his favor, acting as counsel for an undisclosed client. However, it should be pointed out that the validity of the waiver is still the subject of a pending intra-corporate case entitled Balmores v. Ignacio, et al.,[21] wherein petitioner therein prayed, among others, for the annulment of the Board Resolution dated November 11, 2004, which waived PPC's rights over the MC Home Depot property in favor of defendant Villamor's law firm.
In view of the foregoing, the Court agrees with the IBP Board of Governors and the Commission on Bar Discipline that there was no misrepresentation on the part of respondent.
Petitioner also contends that respondent did not turn over the subject checks to him or to PPC in violation of respondent's duty as a lawyer.
Petitioner's contention is unmeritorious.
Petitioner failed to present evidence showing that he was entitled to the checks from MC Home Depot, Inc., pursuant to the MOA[22] dated November 22, 2004 between MC Home Depot, Inc. and PPC. The MOA did not state that petitioner was the "beneficial owner" of the checks, and petitioner was not a party to the agreement.
In regard to the acknowledgment receipts of payments to petitioner, which were submitted as proof of his beneficial ownership of the subject checks, Investigating Commissioner Funa correctly found, thus:
With respect to the Acknowledgment of receipt of 2 checks and cash from Respondent (see Annex "D" of Complaint in Civil Case) wherein Atty. Hans Santos stated that he received such payments "For and On Behalf of Mr. Leonardo Umale," the document clearly does not state the nature of the transaction giving rise to such remittances. It would be speculative to conclude that the document proves that Complainant is the beneficial owner of the MC Home Depot Contract.
As to the Acknowledgment Receipt dated January 10, 2005, signed by E. Hans S. Santos and Agnes H. Maranan, which states: "Received from Atty. Alfredo Villamor, Jr. the additional amount of Php1,000,000.00 in cash as partial payment to Mr. Leonardo Umale of proceeds on the MC Home Depot property rentals/goodwill," the following can be observed:
1. The Acknowledgment Receipt was not signed by respondent, but rather by Complainant's legal counsel in this case. Although it bears a stamp marking showing receipt by Respondent's law firm, it does not indicate concurrence by Respondent as to its content.
2. The Acknowledgment Receipt can hardly be considered as proof of beneficial ownership over the MC Home Depot project as it does not indicate any concurrence on the part of the other parties to the MOA, namely the MC Home Depot, Inc. and PPC.
Herein Complainant has not shown any documentary or testimonial evidence to show that the real or intended beneficiary of the November 22, [2004] MOA is herein Complainant. x x x[23]
As regards the issue on the non-delivery of the subject checks to PPC, the same is still the subject of a pending intra-corporate case seeking, among others, the annulment of the Board Resolution dated November 11, 2004, which board resolution waived the rights of PPC over the MC Home Depot property in favor of respondent's law office.
Petitioner also contends that from the November 11, 2004 Minutes, the fees due to the Defensor Briones Villamor and Tolentino Law Offices for legal service performed for PPC amounts to P200 million, which is violative of Canon 20 of the Code of Professional Responsibility which states, "A lawyer shall charge only fair and reasonable fees."
The contention is unmeritorious.
The allegation of petitioner has not been substantiated. The Minutes[24] of the Special Meeting of the Board of Directors of PPC dated November 11, 2004 reads:
x x x x
1. CALL TO ORDER- x x x x
2. MATTERS TAKEN UP - The President of the Corporation informed the Board of the necessity of passing a Board Resolution on the assignment and waiver of the Corporation's option to lease on the MC HOME DEPOT only. After discussion, the following Board Resolution was adopted, to wit:
BOARD RESOLUTION
RESOLVED, as it is hereby resolved, that the Corporation waives, assigns and transfers all its rights, interest, and participation in par. 2 (d) of the OPTION TO LEASE CONTRACT dated March 1, 2004, of Notary Public Atty. Noel J. Salvanera, under Doc. No. 369, page No. 76, Book No. III, Series of 2004, in favor of Defensor Briones Villamor and Tolentino Law Offices, who can perform such acts that will lead to the recovery of a portion of the "Payanig sa Pasig" property otherwise known as the MC HOME DEPOT property, registered in the name of Mid-Pasig Land Development Corporation, a corporation under the direct control and supervision of the Presidential Commission on Good Government (PCGG), as well as to exercise such rights as assignee, transferee of the MC HOME DEPOT property, including the right to lease and/or sublease the same, as it may deem necessary;
RESOLVED further that the waiver, assignment and transfer referred to above shall be limited only to the Option to Lease that portion of the property commonly known as the MC HOME DEPOT, located at No. 168 Ortigas Avenue, corner Miracle Avenue, Pasig City, and shall not include the 18,000 square meters also subject of the Option to Lease in favor of Pasig Printing Corporation, which 18,000 square meters exclusively belong to Pasig Printing Corporation, who is already in possession thereof;
3. ADJOURNMENT - x x x[25]
Nowhere in the Minutes cited above is the payment of such legal fees expressed. Moreover, the proper party to make such a complaint is PPC, but it has not done so.
Petitioner further contends that the IBP Board of Governors and the Commission on Bar Discipline erred in not holding respondent accountable for acquiring the interest of his supposed client over the property that is subject of litigation. In support of his argument, petitioner cited Ordonio v. Eduarte[26] and Bautista v.Gonzales,[27] which held that under Article 1491 of the Civil Code,[28] lawyers are prohibited from acquiring by assignment property and rights which may be the object of any litigation in which they may take part by virtue of their profession.
The contention lacks merit.
The cases cited by petitioner involved the prohibited acquisition by a lawyer of his client's property that was the object of the litigation in which the lawyer represented his client. However, in this case, the property occupied by MC Home Depot is registered under Mid-Pasig, and the records show that the litigation over the property was between Rockland Construction Company, Inc. and Mid-Pasig.[29] Petitioner failed to prove that respondent's case is within the ambit or is violative of Article 1491 of the Civil Code.
WHEREFORE, the petition is DENIED. The Resolution dated December 17, 2005 of the Board of Governors of the Integrated Bar of the Philippines in CBD Case No. 05-1471 dismissing the case for disbarment is hereby AFFIRMED.
Costs against petitioner.
SO ORDERED.
Carpio,* Velasco, Jr., (Chairperson), Brion,** and Sereno,*** JJ. , concur.
[1] Leonardo S. Umale, who died on March 16, 2006, was substituted by his wife Clarissa Victoria Umale.
* Designated as an additional member in lieu of Associate Justice Roberto A. Abad, per Special Order No. 1059 dated August 1, 2011.
** Designated as an additional member in lieu of Associate Justice Jose Catral Mendoza, per Special Order No. 1056 dated July 27, 2011.
*** Designated as an additional member, per Special Order No. 1028 dated June 21, 2011.
[2] Records, p. 1; rollo, p. 47.
[3] Opposition (To Application for Preliminary Mandatory Injunction/Temporary Restraining Order/Temporary Mandatory Injunction) dated January 18, 2004) dated January 18, 2004, rollo, p. 181.
[4] Memorandum (Opposition to Application for Temporary Restraining Order), id. at 194.
[5] "RESOLVED, as it is hereby resolved, that the Corporation waives, assigns, and transfers all its rights, interests, and participation in par. 2 (d) of the Option to Lease contract dated March 1, 2004 of the Notary Public Atty. Noel J. Salvanera under Doc. No. 369 Page No. 76 Book No. III Series of 2004 in favor of Defensor Briones Villamor and Tolentino Law Offices, who can perform such acts that will lead to the recovery of a portion of the Payanig sa Pasig property otherwise known as the MC Home Depot property registered in the name of Mid-Pasig Land Development Corp., a Corporation under the direct control and supervision of the Presidential Commission of Good Government (PCGG), as well as to exercise such rights as assignee, transferee of the MC Home Depot property including the right to lease and/or sublease the same as it may deem necessary."
[6] Code of Professional Responsibility, Rule 10.01.--A lawyer shall not do any falsehood, nor consent to the doing of any in Court, nor shall he mislead, or allow the Court to be misled by any artifice.
[7] Code of Professional Responsibility, Rule 16.01.--A lawyer shall account for all money or property collected or received for or from the client.
[8] Complaint, paragraph 6.02.
[9] Records, p. 166.
[10] Annexes "B" and "C" of the Complaint, records pp. 43, 55.
[11] Rollo, p. 31.
[12] Rule 139-B, Sec. 12. Review and decision by the Board of Governors. --
x x x x
(c) If the respondent is exonerated by the Board or the disciplinary sanction imposed by it is less than suspension or disbarment (such as admonition, reprimand, or fine) it shall issue a decision exonerating respondent or imposing such sanction. The case shall be deemed terminated unless upon petition of the complainant or other interested party filed with the Supreme Court within fifteen (15) days from notice of the Board's resolution, the Court orders otherwise.
[13] Rollo, p. 7.
[14] Opposition (To Application for Preliminary mandatory Injunction/Temporary Restraining Order/Temporary Mandatory Injunction) and his Memorandum (Opposition to Application for Temporary Restraining Order).
[15] Rollo, p. 178.
[16] Id. at 180-181.
[17] Id. at 190.
[18] Memorandum (Respondent), rollo, p. 27.
[19] Rollo, p. 170.
[20] Id. at 316.
[21] Records, p. 63.
[22] Rollo, p. 170.
[23] Id. at 42-43.
[24] Id. at 199.
[25] Id. at 199-200.
[26] A.M. No. 3216, March 16, 1992, 207 SCRA 229.
[27] A.M. No. 1625, February 12, 1990, 182 SCRA 151.
[28] Art. 1491. The following persons cannot acquire by purchase, even at a public or judicial auction, either in person or through the mediation of another;
x x x x
(5) Justices, judges, prosecuting attorneys, clerks of superior and inferior courts, and other officers and employees connected with the administration of justice, the property and right in litigation or levied upon an execution before the court within whose jurisdiction or territory they exercise their respective functions; this prohibition includes the act of acquiring by assignment and shall apply to lawyers, with respect to the property and rights which may be the object of any litigation in which they may take part by virtue of their profession. (Emphasis supplied.)
[29] Rollo, p. 255.