EN BANC
[ A.C. No. 12085, February 26, 2020 ]
IRENE R. PUNO, COMPLAINANT, VS. ATTY. REDENTOR S. VIAJE, RESPONDENT.
R E S O L U T I O N
PER CURIAM:
This administrative case arose from a verified Complaint-Affidavit1 filed by Irene R. Puno (complainant) against the respondent, Atty. Redentor S. Viaje (Atty. Viaje), before the Commission on Bar Discipline of the Integrated Bar of the Philippines (IBP) seeking the latter's disbarment from the practice of law. Complainant alleged that Atty. Viaje intimidated her into signing a Voting Trust Agreement thereby surrendering to the latter her shares in Goldmine Realty Development Corporation (GRDC) and making him the controlling stockholder and Corporate Secretary of GRDC.
The Facts
Complainant is one of the heirs of Magdalena T. Roque and a stockholder of GRDC, a domestic corporation with principal place of business at 46 Davidson St., West Bajac-Bajac, Olongapo City. Its primary business was to develop and sell lots in its subdivision, Magdalena Homes, in Olongapo City.2
Sometime in November 2006, complainant's brother, Jose Roque, introduced her to Joaquin Sy (Sy), a contractor who encouraged them to enter into a business venture where the latter would construct houses on their subdivision lots. Sy, in turn, introduced his counsel, Atty. Viaje, to complainant.
Atty. Viaje offered his services as counsel for GRDC. GRDC's board of directors accepted, and on December 4, 2006, Atty. Viaje was formally appointed as GRDC's counsel.
In January 2007, Atty. Viaje asked complainant to sign an Affidavit of Non-Holding of Annual Stockholders Meeting of GRDC supposedly for the purpose of updating the corporation's General Information Sheet.3 Without her knowledge, Atty. Viaje made it appear that the said affidavit was executed and signed on December 20, 2006 when the same was in fact signed in January 2007.4
Thereafter, complainant discovered that on March 20, 2007, Atty. Viaje, Sy, and a certain Aris Gozun (Gozun) became stockholders of GRDC.
In July 2007, complainant found out from the Securities and Exchange Commission that Atty. Viaje had become GRDC's controlling stockholder.5
Subsequently, complainant discovered from the Motion to Withdraw Appeal in Housing and Land Use Regulatory Board (HLURB) Case No. 03-03-008 filed by Atty. Viaje that the land titles the corporation had been holding as shares had already been conveyed by Atty. Viaje as attorney's fees and liens to GRDC's former counsel, Atty. Teddy Macapagal (Atty. Macapagal).6
Sometime in October 2007, complainant received a copy of a summons in LRC Case No. 174-0-07, filed before the Regional Trial Court (RTC) of Olongapo City, Branch 72, entitled, GRDC vs. Irene Roque-Puno, Ofelia Roque, and Manuel Roque, for recovery of owner's duplicate copy of Transfer Certificate of Title. Atty. Viaje, in exchange for dropping the case against the complainant, made her sign a Voting Trust Agreement over her shares in GRDC for a period of three years.
On September 12, 2008, Atty. Viaje prevailed upon complainant to sign a prepared Voting Trust Agreement with a period of five years.7
Complainant claimed that Atty. Viaje misused her shares of stock for his own interests and for the purpose of increasing his supposed shares in GRDC. As GRDC's counsel, Atty. Viaje prioritized his own personal interest to the prejudice of GRDC and its stockholders. Further, complainant alleged that Atty. Viaje's acquisition of his shares of stocks was malicious, fictitious, and had no legal basis from the beginning.8
In his Answer,9 Atty. Viaje denied the charges against him. He recalled that when he met with the incorporators of GRDC, they narrated several problems such as fraud and deception suffered at the hands of their previous counsels, Atty. Jesus Lugtu and Atty. Macapagal.
When he was hired as GRDC's counsel, Atty. Viaje claimed that the corporation did not have any money to file a case against Mario Villanueva (Villanueva) and Reed Steel Fabricators, Inc. (Reed Steel), both of whom had been awarded 70 percent of the lots in Magdalena Homes by the HLURB. To solve the corporation's dilemma, Atty. Viaje and his friend, Sy, allegedly bought GRDC's 120,000 outstanding and unsubscribed shares of stocks in the amount of P1.2 million.10
Atty. Viaje claimed that in 2007, complainant confessed that she had mortgaged GRDC's title over Lot 1, Block 15, and she needed to redeem it. Atty. Viaje and Sy gave her P250,000.00 so she can redeem the said property. In exchange for the money, complainant agreed to sign a Voting Trust Agreement in favor of Atty. Viaje.
Further, Atty. Viaje claimed that he had successfully accomplished the following tasks entrusted by GRDC:
1 recovered GRDC properties and assets;
2 prevented Reed Steel and Villanueva from further selling GRDC's assets;
3 prevented Reed Steel and Villanueva from their illegal activities and management of the Magdalena Homes; and
4 prevented Atty. Macapagal from taking the nine lots of GRDC.11
Recommendation of the Integrated Bar of the Philippines
In his Report and Recommendation12 dated July 12, 2010, Investigating Commissioner Oliver A. Cachapero (Commissioner Cachapero) recommended that Atty. Viaje be suspended from the practice of law for a period of two (2) years.
Commissioner Cachapero found that:
[Atty. Viaje] did not care to rebut the above and in his Position Paper, he contented himself by indicating an inventory of his success as counsel for GRDC. He was long in his supposed success as counsel but short and evasive in responding to the accusations hurled against him. The result – the conclusion of the undersigned that he indeed had intimidated Complainant into surrendering to him her shares and deceitfully made himself and Joaquin Sy and [Aris] Gozun shareholders and directors of GRDC under dubious processes.13
On September 28, 2013, the IBP-Board of Governors (BOG) passed Resolution No. XX-2013-9314 which adopted and approved the Report and Recommendation of Commissioner Cachapero that Atty. Viaje be suspended from the practice of law for two (2) years for making himself, Sy, and Gozun stockholders of GRDC by means of deceit and fraud.
Subsequently, in Notice of Resolution No. XXII-17-129815 dated April 20, 2017, the IBP-BOG denied Atty. Viaje's Motion for Reconsideration.16
The Court referred this case to the Office of the Bar Confidant (OBC) for evaluation, report, and recommendation.
Recommendation of the Office of the Bar Confidant
In its Report and Recommendation17 dated April 2, 2019, the OBC found no cogent reason to deviate from the recommendation of the IBP to suspend Atty. Viaje from the practice of law for two (2) years for his deceitful and fraudulent actions in making himself as well as his cohorts, stockholders of GRDC.
Our Ruling
After a careful review of the records, the Court entertains no doubt that Atty. Viaje, through fraud, duress, and coercion, prevailed upon complainant to surrender her shares of stock in GRDC by signing a Voting Trust Agreement and making himself and two others stockholders and directors in the said corporation.
The Court has held that, "when the integrity of a member of the bar is challenged, it is not enough that he[/she] denies the charges against him[/her]; he[/she] must meet the issue and overcome the evidence against him[/her]. He[/she] must show proof that he[/she] still maintains that degree of morality and integrity, which at all times is expected of him[/her].18
Atty. Viaje indeed took undue advantage of his knowledge as a lawyer to gain personal benefit at the expense of complainant, GRDC, and its stockholders. The Court affirms the findings of the IBP and the OBC that Atty. Viaje forced complainant to execute a Voting Trust Agreement in his favor. Moreover, Atty. Viaje was able to make himself the majority stockholder and a director of GRDC by illegally holding a special stockholders meeting without the required notice to the stockholders of the said corporation and without having the necessary qualifications of a director at the time of his election. It was duly established that when Atty. Viaje, Sy, and Gozun were elected as directors, they were not even stockholders of GRDC as none of them had at least one (1) share of capital stock in the corporation.19
Atty. Viaje wasted the opportunity given to rebut complainants' accusations. Instead of meeting them head on, he was evasive in his answers. Without doubt, Atty. Viaje violated his oath as a lawyer and breached the ethics of his profession.20
"[Lawyers] are expected at all times to uphold the integrity and dignity of the legal profession and refrain from any act or omission which might lessen the trust and confidence reposed by the public in the fidelity, honesty, and integrity of the legal profession."21 In this case, Atty. Viaje failed to live up to the standards and demands required of him as a member of the Bar.
WHEREFORE, Atty. Redentor S. Viaje is hereby DISBARRED and his name ORDERED STRICKEN OFF from the Roll of Attorneys effective immediately without prejudice to the civil and criminal cases pending or to be filed against him.
Let a copy of this Resolution be attached to Atty. Redentor S. Viaje's record in this Court as an attorney. Further, let copies of this Resolution be furnished to the Integrated Bar of the Philippines and the Office of the Court Administrator, which is directed to circulate them to all courts in the country for their information and guidance.
SO ORDERED.
Peralta, C.J., Perlas-Bernabe, Leonen, Caguioa, Reyes, A., Jr., Gesmundo, Hernando, Carandang, Lazaro-Javier, Inting, Zalameda, Lopez, and Delos Santos, JJ., concur.
Reyes, J., Jr., J., on wellness leave.
Gaerlan, J., on leave.
Footnotes
1 Rollo, pp. 2-10.
2 Id. at 329.
3 Id. at 133.
4 Id. at 330.
5 Id.
6 Id.
7 Id.
8 Id. at 237-238.
9 Id. at 34-40.
10 Id. at 331.
11 Id.
12 Id. at 329-333.
13 Id. at 333.
14 Id. at 328.
15 Id. at 579.
16 Id. at 334-349.
17 Id., unpaginated.
18 Fabie v. Real, 795 Phil. 488, 495-496 (2016).
19 Rollo, pp. 258-259.
20 See Justice Lampas-Peralta v. Atty. Ramon, A.C. No. 12415, March 5, 2019.
21 Yupangco-Nakpil v. Uy, 743 Phil. 138, 144 (2014).
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