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THE
Department of Justice (DOJ) has backed the bid of
Gonzalo Co to take back the control of the multibillion
Gonzalo Laboratories Inc., the manufacturer of Green
Cross rubbing alcohol and Zonrox laundry bleach, from
his siblings and other relatives.
This,
after the justice department recommended the filing of
estafa charges against Co’s four siblings, in-laws,
nephews and nieces for allegedly misappropriating the
1000 shares of stocks he entrusted to them, which
resulted in his ouster from the company.
Facing
estafa charges are Co’s siblings Anthony Co, Mary Co Cho,
Peter Co; Michael Anthony Co, Mark David-Cho, Dick
Milton Cho, Ann Marie Co-Imperial, Joanna Liza Co Yap,
Jim Lewis Co, Nessie Pearl Co Chan; Sandy Chan, Nancy Co
and So Hua Co, his in-laws.
Aside
from the filing of information for violation of Article
315 of the Revised Penal Code, or estafa, the four-man
panel of prosecutors headed by State Prosecutor Phillip
Kimpo also recommended to the Antimoney Laundering
Council the conduct of further investigation into the
alleged diversion of Green Cross funds to the company
owned by his siblings known as Common Goal Real
Properties Inc.
It also
indorsed to the Bureau of Internal Revenue (BIR) for
further investigation the alleged violation of the
respondents of the internal revenue code.
The
National Bureau of Investigation (NBI), which filed the
complaint before the DOJ on behalf of Co, had discovered
that from 1996 to 2005, the respondents did not file
income tax returns or did not declare in their returns
the various income derived from Common Goal.
The
panel noted that two years after the respondents became
shareholders of Green Cross Inc., the authorized capital
stock of Common Goal increased from P500 million to P1
billion.
“Taking
into consideration the BIR report, respondents do not
have proof of income during those times, which made the
subscription dubious,” the panel added.
The
panel, on the other hand, dismissed the perjury
complaint filed by the NBI against Co’s relatives.
“The
essence of estafa is the appropriation or conversion of
money or property received, to the prejudice of the
owner. It takes places when a person actually
appropriates the property of another for his own
benefit, use and enjoyment … All the elements of estafa
under Article 315 … of the Revised Penal Code are
established in the instant case,” the resolution said.
In his
complaint, Co claimed that he founded Gonzalo
Laboratories in 1952 as a single proprietorship, which
he owned 100 percent, with a capital of P3,300.
The
first product of Gonzalo Laboratories was Green Cross
Rubbing Alcohol, which was introduced in 1952, while
Zonrox laundry bleach came out in 1954. The two products
became the flagship brands of the company.
In 1971,
Co’s brother Joseph, now deceased, persuaded him to
convert the company into a corporation to be known as
the Gonzalo Laboratories Inc., now Green Cross Inc.,
which was registered on August 11, 1971.
Since a
corporation requires at least five incorporators, the
complainant said he assigned to his siblings Anthony,
Joseph and Mary, and mother Ang Si, shares he placed and
paid for in their names by way of implied trust.
Co said
he assigned 50 percent of the company shares to his
siblings while retaining 50 percent under his name.
Later,
also through implied trust, he placed 10 percent share
in the name of his father, Co Ay Tian.
However,
in February 11, 1978, Co said he was surprised to learn
that his shares were reduced to 25 percent.
During
preliminary investigation, the panel said it was able to
establish that Gonzalo Laboratories had an authorized
capital stock of P500,000 divided into 5,000 shares with
a par value of P100. Its paid-up capital amounted to
P200,000, with an outstanding capital stock of 2,000
shares.
In
filing the case, Co anchored his allegations on the
1,000 or 50 percent shares he bestowed by implied trust
upon Anthony, Mary, Joseph and his mother.
In their
reply, the respondents denied the allegations, saying
that when the company was incorporated, it had a paid-up
capital of P70,000. They claimed that Co owned 1000
shares or 50 percent while Anthony had 400 shares (20
percent), Ang Si, Joseph and Mary had 200 shares each
(30 percent).
The
respondents claimed that their mother transferred 100
shares to Peter on April 20, 1974. On
December 15, 1976, Co conveyed 250 shares to their father, 100 shares to
Peter and 150 shares to Ang Si.
On
December 16, 1976, Anthony conveyed 100 shares to Peter,
while Mary conveyed 100 shares to Joseph. As a result,
by January 1979, Co had only 500 shares left or 25
percent.
On March
20, 1982, Co again conveyed 75 shares each to Ang Si,
Joseph and Peter or a total of 225 shares.
In
December 19, 1986, the respondents said Co sold his
remaining shares to the respondents. However, Co and
respondents agreed to allow the former to continue to
participate in the management of the business.
The
panel, however, declared that the conveyance of 225
shares to Ang Si, Joseph and Peter on
March 20, 1982, is not valid considering that the stock certificates
submitted by the respondents to the panel showed that
there was no indorsal portion of the said stock
certificates.
“The law
is clear that in order that a transfer of stock
certificate is to be effective, the certificate must be
properly indorsed and that title to such certificate of
stock is vested in the transferee by the delivery of the
duly indorsed certificate,” the panel said.
The
panel also noted that based on the scrutiny of the stock
certificates Nos. 01, 05 and 06 submitted by the
respondents on June 22, 2007 as annexes to their
joint-rejoinder and the same stock certificates
submitted on August 17, 2007 in compliance with the
request of the panel, showed “remarkable differences.”
The
panel said the first batch have clear white background,
round puncher-hole marks at the upper part of the
certificate, while the second batch have black wavy
patterns and do not have puncher-hole markings.
“To our
minds, these are just some of the badges of fraud that
led us to reasonably consider that probable cause exists
to believe that respondents Anthony, Mary and Peter
misappropriated the trust bestowed upon them,” the panel
stressed.
The
panel likewise believes that there is an implied trust
created in the name of Anthony, Mary, Ang Si and Joseph
upon the incorporation of Gonzalo Laboratories.
As
trustees of the 1,000 shares, the said respondents,
according to the panel, are bound to protect and
preserve the trust property and see to it that it is
employed solely for the benefit of
Co.
Thus,
the panel added, it is not within the rights of Co’s
siblings to transfer the said shares to their children
and other relatives.
The
panel also further held that Gonzalo Laboratories cannot
be considered as a family corporation since Co merely
assigned the shares to the respondents in trust in order
to convert the company into a corporation.
“Verily,
the shares placed in their names were for no other
purpose but to comply with the requirements of the law.
Therefore, Co has the beneficial interest over these
disputed shares,” the resolution added.
Other
members of the panel are State Prosecutors Philip de la
Cruz, Romeo Galvez and Associate Prosecution Attorney
Mary Jane Sytat.
The
resolution was approved by Chief State Prosecutor
Jovencito Zuno and Assistant Chief State Prosecutor
Richard Anthony Fadullon. |
