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KEY
officers of Strategic Alliance Development Corp. (Stradec)—chairman
Cezar Quiambao, members of the board Anthony Quiambao
and Simplicio Quiambao Jr., corporate secretary Eric
Pilapil and assistant corporate secretary Albert Rasalan—are
to be removed from their posts.
The
Supreme Court has found their election invalid, but
confirmed the election of petitioners Alderito Yujuico
as chairman and president, and Bonifacio Sumbilla and
Dolney Sumbilla as board members along with Cezar
Quiambao, Jose M. Magno and Ma. Christina Ferreros in
the annual stockholders’ meeting in March 1, 2004, in
its
Pasig City offices.
First
Division chairman Chief Justice Reynato Puno, Associate
Justices Renato Corona, Adolfo Azcuna and Cancio Garcia
concurred.
Stradec
is a domestic corporation engaged in providing financial
and investment advisory services, and in investing in
projects through consortia or joint ventures.
In the
decision penned by Associate Justice Angelina
Sandoval-Gutierrez, the First Division set aside the
November 25, 2004, decision of Judge Meliton Esmulan of
the Regional Trial Court in Urdaneta City allowing a
special stockholders’ meeting and election of Stradec’s
new set of officers for the term 2004-2005 held on
December 10, 2004, where Quiambao was elected chairman
and president.
The RTC
decision was affirmed by the Court of Appeals on March
31, 2005.
The High
Tribunal denied with finality the motion for
reconsideration filed by Quiambao and his group seeking
a reversal of its January 29, 2007 decision where it
invalidated the December 10, 2004 special stockholders’
meeting and election of board of directors ordered in
the November 25, 2004 ruling of the Urdaneta RTC.
The
Supreme Court said the Court of Appeals erred in ruling
that the lower court has the power to call a special
stockholders’ meeting involving an intracorporate
controversy and that only the Securities and Exchange
Commission (SEC) may order a special stockholders’
meeting to be held under its provision.
The
intracorporate dispute between Yujuico and Cezar
Quiambao started when the latter, after five months of
their election as directors of the board in March 1,
2004, filed a suit before the San Carlos City RTC
seeking the nullification of the holding of the
Stradec’s stockholders’ meeting in its Pasig City office
on ground of improper venue.
Quiambao’s complaint also prayed that all ensuing
transactions by the elected directors be nullified and a
special stockholders’ meeting be held anew.
In its
resolution, the SC affirmed with finality its decision
promulgated on January 29 by Associate Justice Angelina
Sandoval-Gutierrez, granting the petition of Yujuico,
Bonifacio, and Sumbilla, assailing the CA decision
upholding the jurisdiction of the RTC over the
controversy, and sustained the validity of Judge
Emuslan’s order dated November 25, 2004.
It
remanded the case back to the Urdaneta City RTC for
further proceedings.
Last
year, Quiambao became controversial after his business
partner, Louie Turgo, at Star Infrastructure
Development Corp. (SIDC), the firm that built roads
south of Manila, filed five estafa cases against him,
involving P100 million of allegedly diverted funds.
Turgo is the administrative and general affairs officer
of SIDC.
The
complainant, who filed the estafa cases at the Pasig
City Prosecutor’s Office, accused Quiambao of
systematically plundering the corporation’s funds.
Quiambao,
who served as board chairman, chief executive officer,
and treasurer of SIDC from 1997 to 2004, allegedly
diverted the bulk of the funds to his relatives and to
corporations under his control. The disbursements, the
complainant alleged, did not have any approval from the
SIDC board. The diversions were reported in external
audits conducted by SGV. |
