EN BANC
[ G.R. No. 169914, March 24, 2008 ]ASIA’S EMERGING DRAGON CORPORATION v. DEPARTMENT OF TRANSPORTATION +
ASIA'S EMERGING DRAGON CORPORATION, Petitioner, VS. DEPARTMENT OF TRANSPORTATION AND COMMUNICATION, SECRETARY LEANDRO R. MENDOZA and MANILA INTERNATIONAL AIRPORT AUTHORITY, Respondents.
[G.R. No. 174166]
REPUBLIC OF THE PHILIPPINES, Represented by the DEPARTMENT OF TRANSPORTATION AND COMMUNICATIONS and MANILA INTERNATIONAL AIRPORT AUTHORITY, Petitioner, VS. COURT OF APPEALS (Eighth Division) and SALACNIB BATERINA, Respondents.
R E S O L U T I O N
ASIA’S EMERGING DRAGON CORPORATION v. DEPARTMENT OF TRANSPORTATION +
ASIA'S EMERGING DRAGON CORPORATION, Petitioner, VS. DEPARTMENT OF TRANSPORTATION AND COMMUNICATION, SECRETARY LEANDRO R. MENDOZA and MANILA INTERNATIONAL AIRPORT AUTHORITY, Respondents.
[G.R. No. 174166]
REPUBLIC OF THE PHILIPPINES, Represented by the DEPARTMENT OF TRANSPORTATION AND COMMUNICATIONS and MANILA INTERNATIONAL AIRPORT AUTHORITY, Petitioner, VS. COURT OF APPEALS (Eighth Division) and SALACNIB BATERINA, Respondents.
R E S O L U T I O N
CORONA, J.:
For our resolution are the (1) "motion for leave of court to intervene and to admit the attached answer-in-intervention with prayer for alternative compliance of the December 19, 2005 decision" and (2) "answer-in-intervention" of Manila Hotel Corporation
(MHC) filed on February 22, 2008. MHC seeks to intervene in the consolidated cases of G.R. Nos. 169914 and 174166 alleging that it has a legal interest in the matter in litigation. It avers that it purchased 20% of PIATCO's shares from the latter's two stockholders, namely, SB
Airport Investments, Inc. and Sojitz Corporation on August 23, 2005 and August 24, 2005, respectively. On August 26, 2005, it also entered into an agreement with Fraport AG Frankfurt Airport Services Worldwide to purchase the latter's 30% direct shareholdings and 31.44% indirect
shareholdings[1] in PIATCO.[2]
MHC claims that it has a legal interest in the issues raised in G.R. 169914 and the early and complete compliance with the December 19, 2005 decision in G.R. No. 166429 of this Court. Thus it prays that (1) AEDC's petition be dismissed; (2) its (MHC's) proposed alternative manner of implementing the December 19, 2005 decision be approved[3] and (3) it be allowed to manage and operate the NAIA IPT III for 25 years.[4]
MHC's motion for intervention is an improper remedy.
Intervention is a remedy by which a third party, not originally impleaded in the proceedings, becomes a litigant therein to enable him, her or it to protect or preserve a right or interest which may be affected by such proceedings. The pertinent rule is Rule 19, Section 1 of the Rules of Court which states:
The interest contemplated by law must be actual, substantial, material, direct and immediate, and not simply contingent or expectant. It must be of such direct and immediate character that the intervenor will either gain or lose by the direct legal operation and effect of the judgment.[6]
The scenario here is similar to the intervention sought in Magsaysay-Labrador v. CA.[7] In that case, Rodriguez-Magsaysay filed an action against Subic Land Corporation (SLC) et al. She alleged that her husband, the late Senator Genaro Magsaysay, assigned land (which was part of their conjugal property) to SLC. She prayed that this assignment be annulled. Magsaysay-Labrador et al., the sisters of the late senator, filed a motion for intervention on the ground that their brother had already conveyed to them his shareholdings in SLC amounting to 41% of its total capital. They argued that as transferees of the shares, they had a legal interest in the matter in litigation. The Court disagreed:
Moreover, MHC has no right to the reliefs it prays for. It wants to complete NAIA IPT III and manage it for 25 years. But on what ground? As stockholder of PIATCO, the bidder whose contracts were nullified? How can MHC derive its claim to operate NAIA IPT III from PIATCO when PIATCO itself has no legal right to operate the facility? Clearly, MHC's claim is not only baseless but also absurd.
If parties with such a conjectural, collateral, consequential, expectant and remote interest were allowed to intervene, proceedings would become unnecessarily complicated, expensive and interminable.[13] It will only unduly delay and prolong the adjudication of the rights of the original parties.
Finally, granting but not conceding that MHC has a cause of action cognizable by the courts, its interest as a stockholder of PIATCO can well be protected in a separate proceeding.
It is settled that the right to intervene is not an absolute right; it may only be permitted by the courts when the movant establishes facts which satisfy the requirements of the law authorizing it.[14]
As the requisites have not been met, MHC has no right whatsoever to intervene.
WHEREFORE, the motion for leave to intervene of Manila Hotel Corporation is hereby DENIED for being an improper remedy.
SO ORDERED.
Puno, C.J., Quisumbing, Austria-Martinez, Carpio Morales, Tinga, Chico-Nazario, Velasco, Jr., Reyes, and Leonado De Castro, JJ., concur.
Ynares-Santiago, J., C.J RS. Puno certify that J. Santiago voted in favor of the resolutions.
Carpio, Azcuna, and Nachura, JJ., no part.
[1] These include its rights and interests in the Philippine Airport and Ground Services, Inc., Philippine Airport and Ground Services Terminals Holdings, Inc. and Philippine Airport and Ground Services Terminals, Inc. which are likewise stockholders of PIATCO; Answer-in-Intervention, p. 3.
[2] Id.
[3] Under MHC's proposal, it shall: (a) release/discharge the Republic of the financial burden of raising billions of pesos to reimburse PIATCO for the cost of construction of the NAIA IPT III; (b) complete, operate and manage the NAIA IPT III at the soonest possible time; (c) proceed with the legal machinery to settle/terminate the cases here and abroad against the Republic, inclusive of the arbitration case in Singapore and in Washington D.C., U.S.A. and (d) engage the services of professionals for the management and operation of the NAIA IPT III to make it a world-class international airport and a source of pride of the Philippines; id., p. 8.
[4] Id., p. 10. MHC made the following commitments:
"xxx under a separate subsidiary or accounting for this purpose, after deducting payment of just compensation, annual installment payment of loans on capital investments and the corresponding interest, and all the operating expenses, including rentals, taxes, and other obligations during the twenty five (25) years of operation and management, any annual net profit of MHC from the management and operation of [NAIA IPT III], after deducting the interest due on the 17.56% equity of the Cheng Yong group in PIATCO, the balance shall be distributed as follows:
(a) 15% to the Government Service Insurance System (GSIS) corresponding to its stockholdings in MHC;
(b) 50% to the following organizations and institutions for charitable purposes;
To show its good faith, MHC will request the Commission on Audit as its internal auditor of its books of account in connection with the management and operation of [NAIA IPT III];" id., pp. 9-10.
[5] Ortega v. Court of Appeals, 359 Phil. 126, 139 (1998), citing the 1997 Rules of Civil Procedure by Feria, pp. 71-72.
[6] Alfelor v. Halasan, G.R. No. 165987, 31 March 2006, 486 SCRA 451, 461, citing Nordic Asia Ltd. v. CA, 451 Phil. 482, 492-493 (2003).
[7] G.R. No. 58168, 19 December 1989, 180 SCRA 266.
[8] Id., pp. 271-272, citations omitted.
[9] Tolentino, CIVIL CODE OF THE PHILIPPINES: COMMENTARIES AND JURISPRUDENCE, Vol. I, 1987 edition, Central Professional Books, Inc., p. 179.
[10] Id.
[11] Id.
[12] See United States Bank v. Planter's Bank, 9 Wheat 907.
[13] Supra note 7 at 271.
[14] Secretary of Agrarian Reform v. Tropical Homes, Inc., 414 Phil. 389, 404-405 (2001), citing Big Country Ranch Corp. v. CA, G.R. No. 102927, 12 October 1993, 227 SCRA 161, 165; Firestone Ceramics, Inc. v. CA, 372 Phil. 401, 413 (1999), citing Gibson v. Revilla, G.R. No. L-41432, 30 July 1979, 92 SCRA 219.
MHC claims that it has a legal interest in the issues raised in G.R. 169914 and the early and complete compliance with the December 19, 2005 decision in G.R. No. 166429 of this Court. Thus it prays that (1) AEDC's petition be dismissed; (2) its (MHC's) proposed alternative manner of implementing the December 19, 2005 decision be approved[3] and (3) it be allowed to manage and operate the NAIA IPT III for 25 years.[4]
MHC's motion for intervention is an improper remedy.
Intervention is a remedy by which a third party, not originally impleaded in the proceedings, becomes a litigant therein to enable him, her or it to protect or preserve a right or interest which may be affected by such proceedings. The pertinent rule is Rule 19, Section 1 of the Rules of Court which states:
SEC. 1. Who may intervene. A person who has a legal interest in the matter in litigation, or in the success of either of the parties, or an interest against both, or is so situated as to be adversely affected by a distribution or other disposition of property in the custody of the court or of an officer thereof may, with leave of court, be allowed to intervene in the action. The court shall consider whether or not the intervention will unduly delay or prejudice the adjudication of the rights of the original parties, and whether or not the intervenor's rights may be fully protected in a separate proceeding.In outline form, the following are the requisites for intervention of a non-party:
- Legal interest
(a) in the matter in controversy; or
(b) in the success of either of the parties; or
(c) against both parties; or
(d) person is so situated as to be adversely affected by a distribution or other disposition of property in the custody of the court or of an officer thereof;
- Intervention will not unduly delay or prejudice the adjudication of rights of original parties;
- Intervenor's rights may not be fully protected in a separate proceeding.[5]
The interest contemplated by law must be actual, substantial, material, direct and immediate, and not simply contingent or expectant. It must be of such direct and immediate character that the intervenor will either gain or lose by the direct legal operation and effect of the judgment.[6]
The scenario here is similar to the intervention sought in Magsaysay-Labrador v. CA.[7] In that case, Rodriguez-Magsaysay filed an action against Subic Land Corporation (SLC) et al. She alleged that her husband, the late Senator Genaro Magsaysay, assigned land (which was part of their conjugal property) to SLC. She prayed that this assignment be annulled. Magsaysay-Labrador et al., the sisters of the late senator, filed a motion for intervention on the ground that their brother had already conveyed to them his shareholdings in SLC amounting to 41% of its total capital. They argued that as transferees of the shares, they had a legal interest in the matter in litigation. The Court disagreed:
Here, the interest, if it exists at all, of petitioners-movants is indirect, contingent, remote, conjectural, consequential and collateral. At the very least, their interest is purely inchoate, or in sheer expectancy of a right in the management of the corporation and to share in the profits thereof and in the properties and assets thereof on dissolution, after payment of the corporate debts and obligations.In this case, the matter in controversy is the NAIA IPT III. MHC has no connection at all to this structure. It is merely a stockholder of PIATCO, the builder of NAIA IPT III. Its interest, if any, is indirect, contingent and inchoate. PIATCO has a legal personality separate and distinct from that of its stockholders, including MHC. It has rights and obligations which pertain solely to itself, not to any of its component members (i.e., its stockholders).[9] The members may change but the juridical person (in this case, PIATCO) remains the same without alteration.[10] Its property is not merged with those owned by its stockholders.[11] No stockholder can identify itself with the corporation.[12] Nor can any stockholder claim to possess a right which properly and exclusively belongs to the corporation. Thus, it is PIATCO alone which is entitled to receive payment of just compensation.
While a share of stock represents a proportionate or aliquot interest in the property of the corporation, it does not vest the owner thereof with any legal right or title to any of the property, his interest in the corporate property being equitable or beneficial in nature. Shareholders are in no legal sense the owners of corporate property, which is owned by the corporation as a distinct legal person.[8]
Moreover, MHC has no right to the reliefs it prays for. It wants to complete NAIA IPT III and manage it for 25 years. But on what ground? As stockholder of PIATCO, the bidder whose contracts were nullified? How can MHC derive its claim to operate NAIA IPT III from PIATCO when PIATCO itself has no legal right to operate the facility? Clearly, MHC's claim is not only baseless but also absurd.
If parties with such a conjectural, collateral, consequential, expectant and remote interest were allowed to intervene, proceedings would become unnecessarily complicated, expensive and interminable.[13] It will only unduly delay and prolong the adjudication of the rights of the original parties.
Finally, granting but not conceding that MHC has a cause of action cognizable by the courts, its interest as a stockholder of PIATCO can well be protected in a separate proceeding.
It is settled that the right to intervene is not an absolute right; it may only be permitted by the courts when the movant establishes facts which satisfy the requirements of the law authorizing it.[14]
As the requisites have not been met, MHC has no right whatsoever to intervene.
WHEREFORE, the motion for leave to intervene of Manila Hotel Corporation is hereby DENIED for being an improper remedy.
SO ORDERED.
Puno, C.J., Quisumbing, Austria-Martinez, Carpio Morales, Tinga, Chico-Nazario, Velasco, Jr., Reyes, and Leonado De Castro, JJ., concur.
Ynares-Santiago, J., C.J RS. Puno certify that J. Santiago voted in favor of the resolutions.
Carpio, Azcuna, and Nachura, JJ., no part.
[1] These include its rights and interests in the Philippine Airport and Ground Services, Inc., Philippine Airport and Ground Services Terminals Holdings, Inc. and Philippine Airport and Ground Services Terminals, Inc. which are likewise stockholders of PIATCO; Answer-in-Intervention, p. 3.
[2] Id.
[3] Under MHC's proposal, it shall: (a) release/discharge the Republic of the financial burden of raising billions of pesos to reimburse PIATCO for the cost of construction of the NAIA IPT III; (b) complete, operate and manage the NAIA IPT III at the soonest possible time; (c) proceed with the legal machinery to settle/terminate the cases here and abroad against the Republic, inclusive of the arbitration case in Singapore and in Washington D.C., U.S.A. and (d) engage the services of professionals for the management and operation of the NAIA IPT III to make it a world-class international airport and a source of pride of the Philippines; id., p. 8.
[4] Id., p. 10. MHC made the following commitments:
"xxx under a separate subsidiary or accounting for this purpose, after deducting payment of just compensation, annual installment payment of loans on capital investments and the corresponding interest, and all the operating expenses, including rentals, taxes, and other obligations during the twenty five (25) years of operation and management, any annual net profit of MHC from the management and operation of [NAIA IPT III], after deducting the interest due on the 17.56% equity of the Cheng Yong group in PIATCO, the balance shall be distributed as follows:
(a) 15% to the Government Service Insurance System (GSIS) corresponding to its stockholdings in MHC;
(b) 50% to the following organizations and institutions for charitable purposes;
- 10% to thee Philippine National Red Cross to assist victims of calamities;
- 10% to the Department of Social Welfare and Development to help street children;
- 10% to the CARITAS of Archdiocese of Manila for its charitable projects;
- 10% to the Armed Forces of the Philippines to help sons and daughters of disabled and deceased soldiers;
- 10% to the Philippine National Police Karangalan ng mga Alagad ng Batas Foundation, Inc. to help improve the quality of life of policemen and their dependents;
To show its good faith, MHC will request the Commission on Audit as its internal auditor of its books of account in connection with the management and operation of [NAIA IPT III];" id., pp. 9-10.
[5] Ortega v. Court of Appeals, 359 Phil. 126, 139 (1998), citing the 1997 Rules of Civil Procedure by Feria, pp. 71-72.
[6] Alfelor v. Halasan, G.R. No. 165987, 31 March 2006, 486 SCRA 451, 461, citing Nordic Asia Ltd. v. CA, 451 Phil. 482, 492-493 (2003).
[7] G.R. No. 58168, 19 December 1989, 180 SCRA 266.
[8] Id., pp. 271-272, citations omitted.
[9] Tolentino, CIVIL CODE OF THE PHILIPPINES: COMMENTARIES AND JURISPRUDENCE, Vol. I, 1987 edition, Central Professional Books, Inc., p. 179.
[10] Id.
[11] Id.
[12] See United States Bank v. Planter's Bank, 9 Wheat 907.
[13] Supra note 7 at 271.
[14] Secretary of Agrarian Reform v. Tropical Homes, Inc., 414 Phil. 389, 404-405 (2001), citing Big Country Ranch Corp. v. CA, G.R. No. 102927, 12 October 1993, 227 SCRA 161, 165; Firestone Ceramics, Inc. v. CA, 372 Phil. 401, 413 (1999), citing Gibson v. Revilla, G.R. No. L-41432, 30 July 1979, 92 SCRA 219.