Cordon vs Balicanta

A.C. No. 2797. October 4, 2002

Facts: Complainant Rosauro Cordon, the widow of Felixberto Jaldon,
inherited properties which amounted to 21 parcels of land. The lawyer who
helped her settle the estate of her late husband was respondent Atty. Jesus
alicanta.
Respondent enticed complainant and her dau!hter to or!ani"e a corporation
that would de#elop the said real properties into a hi!h$scale commercial
complex with a beautiful penthouse for complainant, which led to the
establishment of Rosaura %nterprises. alicanta was simultaneously the
&resident'(eneral )ana!er'Treasurer. *e made them si!n a document
which turned out to be a #otin! trust a!reement plus an +&A to sell and
mort!a!e some of the parcels of land which he transferred the titles of to a
certain Tion +uy ,n!. Respondent ne#er accounted for the proceeds of said
transfers. -sin! a spurious board resolution, he obtained a loan from .and
ban/ in the amount of 2.22) php secured by 0 of the parcels of land. The
respondent ostensibly intended to use the money to construct the aliwasan
Commercial Center 1CC, for bre#ity2. Complainant later on found out that
the structure was made of poor materials such as sawali, coco lumber and
bamboo which could not ha#e cost the corporation anythin! close to the
amount of the loan secured. *e failed to pay a sin!le installment on the loan
and therefore .& foreclosed. *e did not attempt to redeem, and sold the
ri!hts to redeem said property.
Complainant3s dau!hter disco#ered that their ancestral home had been
demolished and that her mother was detained in a small nipa hut. 4ith the
help of an attorney .im she found her mother. They terminated
respondent3s ser#ices and threatened him with le!al action.
Issue: 4hether respondent should be disbarred
Held: 5es. Respondent committed !ra#e and serious misconduct that casts
dishonor on the le!al profession. *is misdemeanors re#eal a deceitful
scheme to use the corporation as a means to con#ert for his own personal
benefit properties left to him in trust by complainant and her dau!hter.
The Code of &rofessional Responsibility mandates upon each lawyer,
as his duty to society, the obli!ation to obey the laws of the land and
promote respect for law and le!al processes. +pecifically, he is forbidden to
en!a!e in unlawful, dishonest, immoral or deceitful conduct. 6f the practice
of law is to remain an honorable profession and attain its basic ideal, those
enrolled in its ran/s should not only master its tenets and principles but
should also, in their li#es, accord continuin! fidelity to them. Thus, the
re7uirement of !ood moral character is of much !reater import, as far as the
!eneral public is concerned, than the possession of le!al learnin!. .awyers
are expected to abide by the tenets of morality, not only upon admission to
the ar but also throu!hout their le!al career, in order to maintain one3s
!ood standin! in that exclusi#e and honored fraternity. (ood moral
character is more than 8ust the absence of bad character. +uch character
expresses itself in the will to do the unpleasant thin! if it is ri!ht and the
resol#e not to do the pleasant thin! if it is wron!. This must be so because
9#ast interests are committed to his care: he is the recipient of unbounded
trust and confidence: he deals with his client3s property, reputation, his life,
his all.
(ood moral standin! is manifested in the duty of the lawyer 9to hold
in trust all moneys and properties of his client that may come into his
possession.; *e is bound 9to account for all money or property collected or
recei#ed for or from the client.; The relation between an attorney and his
client is hi!hly fiduciary in nature. Thus, lawyers are bound to promptly
account for money or property recei#ed by them on behalf of their clients
and failure to do so constitutes professional misconduct.
%< A<C
A.C. No. 2797. October 4, 2002!
"O#A$"A %. CO"&ON, complainant, vs. '(#$#
BA)ICAN*A, respondent.
" ( # O ) $ * I O N
PER CURIAM:
,n Au!ust 21, 10=>, herein complainant Rosaura Cordon filed with
this Court a complaint for disbarment, doc/eted as Administrati#e Case <o.
2?0?, a!ainst Atty. Jesus alicanta. After respondent3s comment to the
complaint and complainant3s reply thereto, this Court, on )arch 20, 100>
referred the matter to the 6nte!rated ar of the &hilippines 16&, for bre#ity2
for in#esti!ation, report and recommendation within 0@ days from
notice. Commissioner (eor!e riones of the 6& Commission on ar
Aiscipline was initially tas/ed to in#esti!ate the case. Commissioner
riones was later on replaced by Commissioner Renato
Cunanan. Complainant filed a supplemental complaint which was duly
admitted and, as a!reed upon, the parties filed their respecti#e position
papers.
ased on her complaint, supplemental complaint, reply and position
paper, the complainant alle!ed the followin! factsB
4hen her husband Felixberto C. Jaldon died, herein complainant
Rosaura Cordon and her dau!hter Rosemarie inherited the properties left by
the said decedent. All in all, complainant and her dau!hter inherited 21
parcels of land located in Camboan!a City. The lawyer who helped her
settle the estate of her late husband was respondent Jesus alicanta.
+ometime in the early part of 10=1, respondent enticed complainant
and her dau!hter to or!ani"e a corporation that would de#elop the said real
properties into a hi!h$scale commercial complex with a beautiful penthouse
for complainant. Relyin! on these apparently sincere proposals,
complainant and her dau!hter assi!ned 10 parcels of land to Rosaura
%nterprises, 6ncorporated, a newly$formed and duly re!istered corporation
in which they assumed ma8ority ownership. The sub8ect parcels of land
were then re!istered in the name of the corporation.
Thereafter, respondent sin!le$handedly ran the affairs of the
corporation in his capacity as Chairman of the oard, &resident, (eneral
)ana!er and Treasurer. The respondent also made complainant si!n a
document which turned out to be a #otin! trust a!reement. Respondent
li/ewise succeeded in ma/in! complainant si!n a special power of attorney
to sell and mort!a!e some of the parcels of land she inherited from her
deceased husband. +he later disco#ered that respondent transferred the
titles of the properties to a certain Tion +uy ,n! who became the new
re!istered owner thereof. Respondent ne#er accounted for the proceeds of
said transfers.
6n 10=1, respondent, usin! a spurious board resolution, contracted a
loan from the .and an/ of the &hilippines 1.&, for bre#ity2 in the
amount of Two )illion Two *undred Twenty &esos 1&2,22@,@@@2 usin! as
collateral 0 of the real properties that the complainant and her dau!hter
contributed to the corporation. The respondent ostensibly intended to use
the money to construct the aliwasan Commercial Center 1CC, for
bre#ity2. Complainant later on found out that the structure was made of
poor materials such as sawali, coco lumber and bamboo which could not
ha#e cost the corporation anythin! close to the amount of the loan secured.
For four years from the time the debt was contracted, respondent failed
to pay e#en a sin!le installment. As a result, the .&, in a letter dated )ay
22, 10=>, informed respondent that the past due amorti"ations and interest
had already accumulated to +e#en *undred Twenty$nine Thousand Fi#e
*undred Three &esos and Twenty$fi#e Centa#os 1&?20,>@D.2>2. The .&
made a demand on respondent for payment for the tenth time. )eanwhile,
when the CC commenced its operations, respondent started to earn
re#enues from the rentals of CC3s tenants. ,n ,ctober 2=, 10=?, the .&
foreclosed on the 0 mort!a!ed properties due to non$payment of the loan.
Respondent did not exert any effort to redeem the foreclosed
properties. 4orse, he sold the corporation3s ri!ht to redeem the mort!a!ed
properties to a certain *ad8i )ahmud Jamman! throu!h a fa/e board
resolution dated January 1E, 10=0 which clothed himself with the authority
to do so. Complainant and her dau!hter, the ma8ority stoc/holders, were
ne#er informed of the alle!ed meetin! held on that date. A!ain, respondent
ne#er accounted for the proceeds of the sale of the ri!ht to
redeem. Respondent also sold to Jamman! a parcel of land belon!in! to
complainant and her dau!hter which was conti!uous to the foreclosed
properties and e#idenced by Transfer Certificate of Title <o. F2=@?. *e
ne#er accounted for the proceeds of the sale.
+ometime in 10=D, complainant3s dau!hter, Rosemarie, disco#ered
that their ancestral home had been demolished and that her mother, herein
complainant, was bein! detained in a small nipa shac/ in a place called
Culianan. Throu!h the help of Atty. .inda .im, Rosemarie was able to
locate her mother. Rosemarie later learned that respondent too/
complainant away from her house on the pretext that said ancestral home
was !oin! to be remodeled and painted. ut respondent demolished the
ancestral home and sold the lot to Tion +uy ,n!, usin! another spurious
board resolution desi!nated as oard Resolution <o. 1, series of 1002. The
resolution contained the minutes of an alle!ed or!ani"ational meetin! of the
directors of the corporation and was si!ned by Alexander 4ee, An!el
Fernando, %rwin Fernando and (abriel +oli#ar. Complainant and her
dau!hter did not /now how these persons became stoc/holders and
directors of the corporation. Respondent a!ain did not account for the
proceeds of the sale.
Complainant and her dau!hter made se#eral demands on respondent
for the deli#ery of the real properties they alle!edly assi!ned to the
corporation, for an accountin! of the proceeds of the .& loan and as well
as the properties sold, and for the rentals earned by CC. ut the demands
remained unheeded. *ence, complainant and her dau!hter, in a letter dated
June E, 10=>, terminated the ser#ices of respondent as their lawyer and
repeated their demands for accountin! and turn$o#er of the corporate funds,
and the return of the 10 titles that respondent transferred to the
corporation. They also threatened him with le!al action in a letter dated
Au!ust D, 10=>.
+oon after, complainant found out from the +ecurities and %xchan!e
Commission 1+%C, for bre#ity2 that Rosaura %nterprises, 6nc., due to
respondent3s refusal and ne!lect, failed to submit the corporation3s annual
financial statements for 10=1, 10=2 and 10=D: +%C (eneral 6nformation
+heets for 10=2, 10=D and 10=E: )inutes of Annual )eetin!s for 10=2,
10=D and 10=E: and )inutes of Annual )eetin!s of Airectors for 10=2,
10=D and 10=E.
Complainant also disco#ered that respondent collected rental
payments from the tenants of CC and issued handwritten receipts which
he si!ned, not as an officer of the corporation but as the attorney$at$law of
complainant. Respondent also used the tennis court of CC to dry his palay
and did not /eep the buildin!s in a satisfactory state, so much so that the
di#isions were losin! plywood and other materials to thie#es.
Complainant li/ewise accused respondent of circulatin! rumors
amon! her friends and relati#es that she had become insane to pre#ent them
from belie#in! whate#er complainant said. Accordin! to complainant,
respondent proposed that she le!ally separate from her present husband so
that the latter would not inherit from her and that respondent be adopted as
her son.
For his defense, respondent, in his comment and position paper,
denied employin! deceit and machination in con#incin! complainant and
her dau!hter to assi!n their real properties to the corporation: that they
freely and #oluntary executed the deeds of assi!nment and the #otin! trust
a!reement that they si!ned: that he did not sin!le$handedly mana!e the
corporation as e#idenced by certifications of the officers and directors of the
corporation: that he did not use spurious board resolutions authori"in! him
to contract a loan or sell the properties assi!ned by the complainant and her
dau!hter: that complainant and her dau!hter should be the ones who should
render an accountin! of the records and re#enues inasmuch as, since 10=E
up to the present, the part$time corporate boo/$/eeper, with the conni#ance
of the complainant and her dau!hter, had custody of the corporate records:
that complainant and her dau!hter sabota!ed the operation of CC when
they ille!ally too/ control of it in 10=F: that he ne#er poc/eted any of the
proceeds of the properties contributed by the complainant and her dau!hter:
that the demolition of the ancestral home followed le!al procedures: that
complainant was ne#er detained in Culianan but she freely and #oluntarily
li#ed with the family of &@D Joel Constantino as e#idenced by
complainant3s own letter denyin! she was /idnapped: and that the instant
disbarment case should be dismissed for bein! premature, considerin! the
pendency of cases before the +%C and the Re!ional Trial Court of
Camboan!a in#ol#in! him and complainant.
ased on the pleadin!s and position papers submitted by the parties,
Commissioner Renato Cunanan, in his report
G1H
dated July 1, 1000,
recommended respondent3s disbarment based on the followin! findin!sB
9A. The complainant, Rosaura Jaldon$Cordon and her dau!hter, Rosemarie
were stoc/holders of a corporation, to!ether with respondent, named
Rosaura %nterprises, 6nc.
9&er the Articles of 6ncorporation mar/ed as Annex IA3 of Complainant3s
&osition &aper, complainant3s subscription consists of >>J of the
outstandin! capital stoc/ while her dau!hter3s consists of 1=J, !i#in! them
a total of ?DJ. Respondent3s holdin!s consist of 2EJ while three other
incorporators, Rosauro .. Al#are", Kicente T. )aLalac and Aarhan +.
(raciano each held 1J of the capital stoc/ of the corporation.
9. ,n April >, 10=1, complainant and her dau!hter Rosemarie Jaldon
executed two Aeeds of Transfer and Assi!nment con#eyin! and transferrin!
to the corporation 10 parcels of land in exchan!e for shares of stoc/ in the
corporation.
9xxx xxx
xxx
9C. oth Aeeds of Assi!nment particularly pa!e D thereof indicate that
respondent accepted said assi!nment of properties and titles in behalf of the
corporation as Treasurer. The deeds were si!ned on April >, 10=1.
9xxx xxx
xxx
9To!ether, therefore, complainant and her dau!hter owned 1,?11 shares of
the 1,?>@ shares comprisin! the authori"ed capital stoc/ of the corporation
of 0?J thereof.
9<o increase in capitali"ation was applied for by the corporation.
9F. Respondent claims in his Comment, his Answer and his &osition &aper
that on April E, 10=1 he was elected as Chairman and Airector and on April
>, 10=1 he was elected &resident of the corporation. Respondent3s own
Annexes mar/ed as I(3 and I($13 of his Comment show that on April E,
10=1 he was not only elected as Chairman and Airector as he claims but as
IAirector, oard Chairman and &resident.3 The purported minutes was only
si!ned by respondent and an actin! +ecretary by the name of Kicente
)aLalac.
9+aid Annex does not show who was elected Treasurer.
9Respondent3s Annex I*3 and I*$13 shows that in the alle!ed
or!ani"ational meetin! of the directors on April >, 10=1 a certain Farnacio
ucoy was elected Treasurer. ucoy3s name does not appear as an
incorporator nor a stoc/holder anywhere in the documents submitted.
9The purported minutes of the or!ani"ational meetin! of the directors was
si!ned only by respondent alicanta and a +ecretary named Kerisimo
)artin.
9(. +ince respondent was elected as Airector, Chairman and &resident on
April E, 10=1 as respondent3s own Annexes I(3 to I($13 would show, then
complainant3s claim that respondent was li/ewise actin! as Treasurer of
two corporations bear truth and credence as respondent si!ned and accepted
the titles to 10 parcels of land ceded by the complainant and her dau!hter,
as Treasurer on April >, 10=1 after he was already purportedly elected as
Chairman, &resident and Airector.
9*. Respondent misleads the Commission into belie#in! that all the
directors si!ned the minutes mar/ed as %xhibit I*3 to I*$13 by statin! that
the same was Iduly si!ned by all the oard of Airectors3 when the
document itself shows that only he and one Kerisimo )artin si!ned the
same.
9*e also claims that Iall the stoc/holders si!ned3 the minutes of
or!ani"ational meetin! mar/ed as Annexes I(3 and I($13 of his Comment
yet the same shows that only the actin! Chairman and actin! +ecretary
si!ned.
96. Respondent claims that the oard or its representati#e was authori"ed by
the stoc/holders comprisin! 2'D of the outstandin! capital stoc/, as re7uired
by law, to mort!a!e the parcels of land belon!in! to the corporation, which
were all assi!ned to the corporation by complainant and her dau!hter, by
#irtue of Annex I63 and I6$13B attached to his Comment.
9The sub8ect attachment howe#er re#eals that only the followin! persons
si!ned their conformity to the said resolutionB respondent alicanta who
owned 1@0 shares, Kicente )aLalac 11 share2, Aaihan (raciano 11 share2.
9Complainants who collecti#ely held a total of 1,?11 shares out of
the 1,?>@ outstandin! capital stoc/ of the corporation were not represented
in the purported stoc/holders3 meetin! authori"in! the mort!a!e of the
sub8ect properties.
9The 2'D #ote re7uired by law was therefore not complied with yet
respondent proceeded to mort!a!e the sub8ect 0 parcels of land by the
corporation.
9J. Respondent further relies on Annex IJ3 of his Comment, purportedly the
minutes of a special meetin! of the oard of Airectors authori"in! him to
obtain a loan and mort!a!e the properties of the corporation dated Au!ust
20, 10=1. This claim is baseless. The re7uired ratification of 2'D by the
stoc/holders of records was not met. A!ain, respondent attempts to mislead
the Commission and Court.
9M. Further, the constitution of the oard is dubious. The alle!ed minutes
of the or!ani"ational meetin! of the stoc/holders electin! the members of
the oard, ha#e not been duly si!ned by the stoc/holders as shown in
respondent3s annex I(3 which was purportedly the or!ani"ational meetin!
of the stoc/holders.
9.. Also, Annex IJ3 of respondent3s Comment which purportedly
authori"ed him to obtain a loan and to mort!a!e the 0 parcels of land was
only si!ned by himself and a secretary.
9). 6n said Annex NJN of respondent3s Comment he stated that complainant
Rosaura Cordon was on lea#e by #irtue of a #otin! trust a!reement
alle!edly executed by complainant Iin his fa#or co#erin! all her shares of
stoc/.3 The claim is baseless. The #otin! trust referred to by respondent
1annex IA3 of his Comment2, e#en if it were assumed to be #alid, co#ered
only 2FF shares of complainants yet she owned a total of 1,@D0 shares after
she and her dau!hter ceded in fa#or of the corporation 10 parcels of land.
9ein! a former lawyer to complainant, respondent should ha#e ensured
that her interest was safe!uarded. 5et, complainant was apparently and
deliberately left our 1sic2 on the pretext that, she had executed a #otin! trust
a!reement in fa#or of respondent.
96t is suspicious that complainant was made to si!n a #otin! trust a!reement
on 21 Au!ust 10=1 and immediately thereafter, the resolutions authori"in!
respondent to obtain a loan and to mort!a!e the 0 parcels of land were
passed and appro#ed.
9<. 6t is also hi!hly irre!ular for respondent who is a lawyer, to allow a
situation to happen where, with the exclusion of complainant as director the
result was that there remained only E members of the oard,.
+O. "es,ondent-s o.n ,leadin/s sub0itted to t1e Co00ission
contradict eac1 ot1er.
91. For instance, while in his Comment respondent A%<6%+ that he
employed deceit and machination in con#incin! the complainant and her
dau!hter to si!n the articles of incorporation of Rosaura %nterprises and in
cedin! to the corporation 10 parcels of land in Camboan!a City, because
Ithey freely, intelli!ently and #oluntarily si!ned3 the same, yet, in his
&osition &aper, respondent too/ another stance.
96n para!raphs 1.1 and 1.2 of his &osition &aper which was submitted 12
years later, respondent claimed that Iit was actually the idea of Atty.
Rosaura .. Al#are"3 that a corporation be put up to incorporate the estate of
the late Felixberto A. Jaldon.
92. .i/ewise, respondent claimed that complainant and her dau!hter were
not directors, hence they were not notified of meetin!s, in para!raph 2$F 1c2
of his Comment he blamed the other stoc/holders and directors for the
corporation3s inability to comply with the .and an/3s demands sayin! that
they Iha#e consistently failed since 10=2 to con#ene 11.2 for the annual
stoc/holders3 meetin!s and 1i.i2 for the monthly board meetin!3.
9*is own pleadin!s claim that he had been the Chairman'&resident since
10=1 to the present. 6f 1sic2 so, it was his duty to con#ene the stoc/holders
and the directors for meetin!s.
9Respondent appeared able to con#ene the stoc/holders and directors when
he needed to ma/e a loan of p2.2 million: when he sold the corporation3s
ri!ht of redemption o#er the foreclosed properties of the corporation to
Jamman!, when he sold one parcel of land co#ered by TCT F2,=@? to
Jamman! in addition to the 0 parcels of land which were foreclosed, and
when he sold the complainant3s ancestral home co#ered by TCT <o.
?2,@@E.
96t is thus stran!e why respondent claims that the corporation could not do
anythin! to sa#e the corporation3s properties from bein! foreclosed because
the stoc/holders and directors did not con#ene.
9This assertion of respondent is clearly e#ident of dishonest, deceitful and
immoral conduct especially because, in all his acts constitutin! con#eyances
of corporate property, respondent used minutes of stoc/holders3 and
directors3 meetin!s si!ned only by him and a secretary or si!ned by him and
persons who were not incorporators much less stoc/holders.
96t is worthy of note that in respondent3s %xhibits 1>, 1F, 1? and 1= of his
position paper, there were ? new stoc/holders and complainant appeared to
ha#e only 2FF shares to her name while her dau!hter Rosemarie had no
shares at all. Respondent did not present any proof of con#eyance of shares
by complainant and her dau!hter.
96t is further worth notin! that complainant3s #otin! trust 1annex IA3 of
respondent3s Comment2 where she alle!edly entrusted 2FF shares to
respondent on Au!ust 21, 10=1 had only a #alidity of > years. Thus, she
should ha#e had her entire holdin!s of 1,2=D shares bac/ in her name in
Au!ust 10=F.
9Respondent3s purported minutes of stoc/holders3 meetin! 1%xhs. I1>3 and
I1?32 do not reflect this.
9There was no explanation whatsoe#er from respondent on how
complainant and her dau!hter lost their 0?J control holdin! in the
corporation.
9D. As a further contradiction in respondent3s pleadin!s, we note that in
para!raph 2.?.C of his Comment he said that Ionly recently, this year, 10=>,
the complainant and her aforenamed dau!hter examined said #oluminous
supportin! receipts'documents which had pre#iously been examined by the
.and an/ for loan releases, durin! which occasion respondent su!!ested
to them that the corporation will ha#e to hire a full$time boo/$/eeper to put
in order said #oluminous supportin! receipts'documents, to which they
ad#ersely reacted due to lac/ of corporate money to pay for said boo/$
/eeper.3 ut in respondent3s &osition &aper par. F.D he stated thatB
2An3.a3, it is not t1e res,ondent but rat1er t1e co0,lainant .1o
s1ould render a detailed accountin/ to t1e cor,oration o4 t1e cor,orate
records as .ell as cor,orate revenues5inco0e ,recisel3 becausesince
6994 to t1e ,resent:
27a8. *1e cor,orate ,art9ti0e boo:9:ee,er (dilberto Benedicto, .it1
t1e indis,ensable connivance and insti/ation o4 t1e co0,lainant and
1er dau/1ter, a0on/ ot1ers, 1as custod3 o4 t1e cor,orate records, ;;;-
9E. 6n other contradictory stance, respondent claims in par. ?.D of his
position paper that Icomplainant and her dau!hter sabota!ed the CC
operations of the corporation by ille!ally ta/in! o#er actual control and
super#ision thereof sometime in 10=F, xxx3
95et respondent3s own exhibits in his position paper particularly %xhibit 1>
and 1F where the sub8ect of the foreclosed properties of the corporation
comprisin! the aliwasan Commercial Center 1CC2 was ta/en up,
complainant and her dau!hter were not e#en present nor were they the
sub8ect of the discussion, belyin! respondent3s claim that the complainant
and her dau!hter ille!ally too/ actual control of CC.
9>. ,n the matter of the receipts issued by respondent e#idencin! payment
to him of rentals by lessees of the corporation, attached to the complaint as
Annexes I*3 to I*$1?3, respondent claims that the receipts are temporary in
nature and that subse7uently re!ular corporate receipts were issued. ,n
their face howe#er the receipts clearly appear to be official receipts, printed
and numbered duly si!ned by the respondent bearin! his printed name.
96t is difficult to belie#e that a lawyer of respondent3 stature would issue
official receipts to lessees if he only meant to issue temporary ones.
9F. 4ith re!ard to respondent3s claim that the complainant consented to the
sale of her ancestral home, co#ered by TCT <o. T$?2,@@E to one Tion +uy
,n! for which he attached as %xhibit 22 to his &osition &aper the minutes
of an annual meetin! of the stoc/holders, it behoo#es this Commission why
complainant3s si!nature had to be accompanied by her thumb
mar/. Furthermore, complainant3s si!nature appears unstable and
sha/y. This ,ffice is thus persuaded to belie#e complainant3s alle!ation in
para!raph Db of her position paper that since #e,te0ber 6992 u, to <arc1
699= s1e .as bein/ detained b3 one %O> 7sic8 'oel Constantino and 1is
.i4e under instructions 4ro0 res,ondent Balicanta.
9This conclusion is supported by a letter from respondent dated )arch
100D, Annex I*3 of complainant3s position paper, where respondent
ordered &olice ,fficer Constantino Ito allow Atty. .inda .im and
Rosemarie Jaldon to tal/ to Tita Rosin!.3
9The complainant3s thumb mar/ to!ether with her #isibly unstable sha/y
si!nature lends credence to her claim that she was detained in the far flun!
barrio of Culianan under instructions of respondent while her ancestral
home was demolished and the lot sold to one Tion +uy ,n!.
96t appears that respondent felt compelled to o#er$ensure complainant3s
consent by !ettin! her to affix her thumb mar/ in addition to her si!nature.
9?. Respondent li/ewise denies that he also acted as Corporate +ecretary in
addition to bein! the Chairman, &resident and Treasurer of the
corporation. 5et, respondent submitted to this commission documents
which are supported to be in the possession of the Corporate +ecretary such
as the stoc/ and transfer boo/ and minutes of meetin!s.
9The fore!oin! findin!s of this Commission are #irtual smo/in! !uns that
pro#e on no uncertain terms that respondent, who was the le!al counsel of
complainant in the latter part of the settlement of the estate of her deceased
husband, committed unlawful, immoral and deceitful conduct proscribed by
Rule 1.@1 of the code of professional responsibility.
9.i/ewise, respondent clearly committed a #iolation of Canon 1> of the
same code which pro#ides that IA lawyer should obser#e candor fairness
and loyalty in all his dealin!s and transactions with his client.3
9Respondent3s acts !ra#ely diminish the public3s respect for the inte!rity of
the profession of law for which this Commission recommends that he be
meted the penalty of disbarment.
9The pendency of the cases at the +%C and the Re!ional Trial Court of
Camboan!a filed by complainant a!ainst respondent does not preclude a
determination of respondent3s culpability as a lawyer.
9This Commission cannot further delay the resolution of this complaint
filed in 10=> by complainant, and old widow who deser#es to find hope and
reco#er her confidence in the 8udicial system.
9The findin!s of this office, predominantly based on documents adduced by
both parties lead to only one rather unpalatable conclusion. That
respondent Atty. Jesus F. alicanta, in his professional relations with herein
complainant did in fact employ unlawful, dishonest, and immoral conduct
proscribed in no uncertain terms by Rule 1.@1 of the Code of &rofessional
Responsibility. 6n addition, respondent3s actions clearly #iolated Canon 1>
to 1F of the same Code.
96t is therefore our unpleasant duty to recommend that respondent, ha#in!
committed acts in #iolation of the Canons of &rofessional Responsibility,
thereby causin! a !reat disser#ice to the profession, be meted the ultimate
sanction of disbarment.;
G2H
,n +eptember D@, 1000, while Commissioner Cunanan3s
recommendation for respondent3s disbarment was pendin! re#iew before
%xecuti#e Kice$&resident and <orthern .u"on (o#ernor Teofilo &ilando,
respondent filed a motion re7uestin! 9for a full$blown in#esti!ation and for
in#alidation of the entire proceedin!s and'or remedial action under +ection
11, Rule 1D0$, Re#ised Rules of Court,; alle!in! that he had e#idence that
Commissioner Cunanan3s report was drafted by the lawyers of complainant,
Attys. Antonio Cope and Rita .inda Jimeno. *e presented two unsi!ned
anonymous letters alle!edly comin! from a dis!runtled employee of Attys.
Cope and Jimeno. *e claimed to ha#e recei#ed these letters in his mailbox.
GDH
Respondent3s motion alle!in! that Attys. Antonio Cope and Rita
.inda Jimeno drafted Commissioner Cunanan3s report was accompanied by
a complaint prayin! for the disbarment of said lawyers includin!
Commissioner Cunanan. The complaint was doc/eted as CA Case <o.
00$F>=. After Attys. Cope and Jimeno and Commissioner Cunanan filed
their answers, a hearin! was conducted by the 6n#esti!atin! Committee of
the 6& oard of (o#ernors.
,n )ay 2F, 2@@1, the 6& oard of (o#ernors issued a
resolution
GEH
dismissin! for lac/ of merit the complaint for disbarment
a!ainst Attys. Cope and Jimeno and Commissioner Cunanan. And in Adm.
Case <o. 2?0?, the oard adopted and appro#ed the report and
recommendation of Commissioner Cunanan, and meted a!ainst herein
respondent alicanta the penalty of suspension from the practice of law for
> years 9for commission of acts of misconduct and disloyalty by ta/in!
undue and unfair ad#anta!e of his le!al /nowled!e as a lawyer to !ain
material benefit for himself at the expense of complainant Rosaura &.
Jaldon$Cordon and caused serious dama!e to the complainant.;
G>H
To support its decision, the oard unco#ered respondent3s fraudulent
acts in the #ery same documents he presented to exonerate himself. 6t also
too/ note of respondent3s contradictory and irreconcilable statements in the
pleadin!s and position papers he submitted. *owe#er, it re!arded the
penalty of disbarment as too se#ere for respondent3s misdeeds, considerin!
that the same were his first offense.
GFH
&ursuant to +ection 12 1b2, Rule 1D0$ of the Rules of Court,
G?H
the
said resolution in Administrati#e Case <o. 2?0? imposin! the penalty of
suspension for > years on respondent was automatically ele#ated to this
Court for final action. ,n the other hand, the dismissal of the complaint for
disbarment a!ainst Attys. Cope and Jimeno and Commissioner Cunanan,
doc/eted as CA Case <o. 00$F>=, became final in the absence of any
petition for re#iew.
This Court confirms the duly supported findin!s of the 6& oard that
respondent committed condemnable acts of deceit a!ainst his client. The
fraudulent acts he carried out a!ainst his client followed a well thou!ht of
plan to misappropriate the corporate properties and funds entrusted to
him. At the #ery outset, he embar/ed on his de#ious scheme by ma/in!
himself the &resident, Chairman of the oard, Airector and Treasurer of the
corporation, althou!h he /new he was prohibited from assumin! the
position of &resident and Treasurer at the same time.
G=H
As Treasurer, he
accepted in behalf of the corporation the 10 titles that complainant and her
dau!hter co$owned. The other treasurer appointed, Farnacio ucoy, did not
appear to be a stoc/holder or director in the corporate records. The minutes
of the meetin!s supposedly electin! him and ucoy as officers of the
corporation actually bore the si!natures of respondent and the secretary
only, contrary to his claim that they were si!ned by the directors and
stoc/holders.
*e li/ewise misled the 6& in#esti!atin! commission in claimin! that
the mort!a!e of 0 of the properties of the corporation pre#iously belon!in!
to complainant and her dau!hter was ratified by the stoc/holders ownin!
two$thirds or F?J of the outstandin! capital stoc/ when in fact only three
stoc/holders ownin! 111 out of 1,?>@ outstandin! shares or F.DJ assented
thereto. The alle!ed authori"ation !rantin! him the power to contract the
.& loan for Two )illion Two *undred Twenty &esos 1&2,22@,@@@2 was
also not appro#ed by the re7uired minimum of two$thirds of the outstandin!
capital stoc/ despite respondent3s claim to the contrary. 6n all these
transactions, complainant and her dau!hter who both owned 1,?11 out of
the 1,?>@ outstandin! shares of the corporation or 0?.?J ne#er had any
participation. <either were they informed thereof.
Clearly, there was no 7uorum for a #alid meetin! for the discussion
and appro#al of these transactions.
Respondent cannot ta/e refu!e in the contested #otin! trust a!reement
supposedly executed by complainant and her dau!hter for the reason that it
authori"ed respondent to represent complainant for only 2FF shares.
Aside from the dishonest transactions he entered into under the cloa/
of sham resolutions, he failed to explain se#eral discrepancies in his #ersion
of the facts. 4e hereby reiterate some of these statements noted by
Commissioner Cunanan in his findin!s.
First, respondent blamed the directors and the stoc/holders who failed
to con#ene for the re7uired annual meetin!s since 10=2. *owe#er,
respondent appeared able to con#ene the stoc/holders and directors when
he contracted the .& debt, when he sold to Jamman! the corporation3s
ri!ht of redemption o#er the foreclosed properties of the corporation, when
he sold one parcel of land co#ered by TCT <o. F2=@? to Jamman!, when he
mort!a!ed the 0 parcels of land to .& which later foreclosed on said
mort!a!e, and when he sold the complainant3s ancestral home co#ered by
TCT <o. ?2@@E.
Second, the factual findin!s of the in#esti!atin! commission, affirmed
by the 6& oard, disclosed that complainant and her dau!hter own 1,?11
out of 1,?>@ shares of the outstandin! capital stoc/ of the corporation, based
on the Articles of 6ncorporation and deeds of transfer of the properties. ut
respondent3s e#idence showed that complainant had only 2FF shares of
stoc/ in the corporation while her dau!hter had none, notwithstandin! the
fact that there was nothin! to indicate that complainant and her dau!hter
e#er con#eyed their shares to others.
Respondent li/ewise did not explain why he did not return the
certificates representin! the 2FF shares after the lapse of > years from the
time the #otin! trust certificate was executed in 10=1.
G0H
The records show that up to now, the complainant and her dau!hter
own 0?J of the outstandin! shares but respondent ne#er bothered to
explain why they were ne#er as/ed to participate in or why they were ne#er
informed of important corporate decisions.
Third, respondent, in his comment, alle!ed that due to the ob8ection of
complainant and her dau!hter to his proposal to hire an accountant, the
corporation had no formal accountin! of its re#enues and income. *owe#er,
respondent3s position paper maintained that there was no accountin!
because the part$time boo//eeper of the corporation conni#ed with
complainant and her dau!hter in /eepin! the corporate records.
Fourth, respondent3s claim that complainant and her dau!hter too/
control of the operations of the corporation in 10=F is belied by the fact that
complainant and her dau!hter were not e#en present in the alle!ed meetin!
of the board 1which too/ place after 10=F2 to discuss the foreclosure of the
mort!a!ed properties. The truth is that he ne#er informed them of such
meetin! and he ne#er !a#e control of the corporation to them.
Fifth, Commissioner Cunanan found thatB
9>. on the matter of the receipts issued by respondent e#idencin! payment
to him of rentals by lessees of the corporation, attached to the complaint as
Annexes I*3 to I*$1?3, respondent claims that the receipts are temporary in
nature and that subse7uently re!ular corporate receipts were issued. ,n
their face howe#er the receipts clearly appear to be official receipts, printed
and numbered duly si!ned by the respondent bearin! his printed name.
96t is difficult to belie#e that a lawyer of respondent3s stature would issue
official receipts to lessees if he only meant to issue temporary ones.;
G1@H
Sixth, respondent denies that he acted as Corporate +ecretary aside
from bein! the Chairman, &resident and Treasurer of the corporation. 5et
respondent submitted to the in#esti!atin! commission documents which
were supposed to be in the official possession of the Corporate +ecretary
alone such as the stoc/ and transfer boo/ and minutes of meetin!s.
Seventh, he alle!ed in his comment that he was the one who proposed
the establishment of the corporation that would in#est the properties of the
complainant but, in his position paper, he said that it was a certain Atty.
Rosauro Al#are" who made the proposal to put up the corporation.
After a thorou!h re#iew of the records, we find that respondent
committed !ra#e and serious misconduct that casts dishonor on the le!al
profession. *is misdemeanors re#eal a deceitful scheme to use the
corporation as a means to con#ert for his own personal benefit properties
left to him in trust by complainant and her dau!hter.
<ot e#en his de#iousness could co#er up the wron!doin!s he
committed. The documents he thou!ht could exculpate him were the #ery
same documents that re#ealed his immoral and shameless ways. These
documents were extremely re#ealin! in that they unmas/ed a man who
/new the law and abused it for his personal !ain without any 7ualms of
conscience. They painted an intricate web of lies, deceit and opportunism
beneath a carefully crafted smo/escreen of corporate maneu#ers.
The Code of &rofessional Responsibility mandates upon each lawyer,
as his duty to society, the obli!ation to obey the laws of the land and
promote respect for law and le!al processes. +pecifically, he is forbidden to
en!a!e in unlawful, dishonest, immoral or deceitful conduct.
G11H
6f the
practice of law is to remain an honorable profession and attain its basic
ideal, those enrolled in its ran/s should not only master its tenets and
principles but should also, in their li#es, accord continuin! fidelity to them.
G12H
Thus, the re7uirement of !ood moral character is of much !reater import,
as far as the !eneral public is concerned, than the possession of le!al
learnin!.
G1DH
.awyers are expected to abide by the tenets of morality, not
only upon admission to the ar but also throu!hout their le!al career, in
order to maintain one3s !ood standin! in that exclusi#e and honored
fraternity.
G1EH
(ood moral character is more than 8ust the absence of bad
character. +uch character expresses itself in the will to do the unpleasant
thin! if it is ri!ht and the resol#e not to do the pleasant thin! if it is wron!.
G1>H
This must be so because 9#ast interests are committed to his care: he is
the recipient of unbounded trust and confidence: he deals with his client3s
property, reputation, his life, his all.;
G1FH
6ndeed, the words of former &residin! Justice of the Court of Appeals
&ompeyo Aia" cannot find a more rele#ant application than in this caseB
9There are men in any society who are so self$ser#in! that they try to ma/e
law ser#e their selfish ends. 6n this !roup of men, the most dan!erous is the
man of the law who has no conscience. *e has, in the arsenal of his
/nowled!e, the #ery tools by which he can poison and disrupt society and
brin! it to an i!noble end.;
G1?H
(ood moral standin! is manifested in the duty of the lawyer 9to hold
in trust all moneys and properties of his client that may come into his
possession.;
G1=H
*e is bound 9to account for all money or property collected
or recei#ed for or from the client.;
G10H
The relation between an attorney and
his client is hi!hly fiduciary in nature. Thus, lawyers are bound to promptly
account for money or property recei#ed by them on behalf of their clients
and failure to do so constitutes professional misconduct.
G2@H
This Court holds that respondent cannot in#o/e the separate
personality of the corporation to absol#e him from exercisin! these duties
o#er the properties turned o#er to him by complainant. *e blatantly used the
corporate #eil to defeat his fiduciary obli!ation to his client, the
complainant. Toleration of such fraudulent conduct was ne#er the reason
for the creation of said corporate fiction.
The massi#e fraud perpetrated by respondent on the complainant
lea#es us no choice but to set aside the #eil of corporate entity. For
purposes of this action therefore, the properties re!istered in the name of the
corporation should still be considered as properties of complainant and her
dau!hter. The respondent merely held them in trust for complainant 1now
an ailin! =D$year$old2 and her dau!hter. The properties con#eyed
fraudulently and'or without the re7uisite authority should be deemed as
ne#er to ha#e been transferred, sold or mort!a!ed at all. Respondent shall
be liable, in his personal capacity, to third parties who may ha#e contracted
with him in !ood faith.
ased on the aforementioned findin!s, this Court belie#es that the
!ra#ity of respondent3s offenses cannot be ade7uately matched by mere
suspension as recommended by the 6&. 6nstead, his wron!doin!s deser#e
the se#ere penalty of disbarment, without pre8udice to his criminal and ci#il
liabilities for his dishonest acts.
?H("(FO"(, respondent Attorney Jesus T. alicanta is hereby
A6+ARR%A. The Cler/ of Court is directed to stri/e out his name from
the Roll of Attorneys.
#O O"&("(&.
Bellosillo, Puno, Vitug, Panganiban, Quisumbing, Ynares-Santiago,
ar!io, "ustria-#artine$, orona, ar!io-#orales, and alle%o, Sr&,
''&, concur.
(avide, 'r&, &'&, #endo$a, and Sandoval-)utierre$, ''&, on lea#e.
G1H
*ollo, pp. DDE$D>?.
G2H
*ollo, pp. DE>$D>?.
GDH
*ollo, pp. D1E$D1?.
GEH
*ollo, pp. 2FE$DD2.
G>H
*ollo, pp. 1F?$1F=.
GFH
*ollo, pp. D20$DD1.
G?H
+ec. 12. *eview and decision b+ the Board of )overnors& xxx xxx xxx
1b2 6f the oard, by the #ote of ma8ority of its total membership, determines
that the respondent should be suspended from the practice of law or
disbarred, it shall issue a resolution settin! forth its findin!s and
recommendations which, to!ether with the whole record of the case, shall
forthwith be transmitted to the +upreme Court for final action.
G=H
+ec. 2>, &A 0@2$A 1The Corporation Code of the &hilippines2.
G0H
+ec. >0 of &A 0@2$A 1The Corporation Code of the &hilippines2 pro#ides
thatB
+ec. >0. Voting trusts& $ ,ne or more stoc/holders of a stoc/ corporation
may create a #otin! trust for the purpose of conferrin! upon a trustee or
trustees the ri!ht to #ote and other ri!hts pertainin! to the shares for a
period not exceedin! fi#e ,-. years at any timeB Provided, That in the case
of a #otin! trust specifically re7uired as a condition in Ia loan a!reement,
said #otin! trust may be for a period exceedin! fi#e ,-. years but shall
automatically expire upon full payment of the loan.
xxx xxx xxx
-nless expressly renewed, all ri!hts !ranted in a #otin! trust a!reement
shall automatically expire at the end of the a!reed period, and the #otin!
trust certificates as well as the certificates of stoc/ in the name of the trustee
or trustees shall thereby be deemed cancelled and new certificates of stoc/
shall be reissued in the name of the transferors.
1%mphasis supplied2
G1@H
*ollo, pp. D>E$D>>.
G11H
Rule 1.@1, Canon 1, Code of &rofessional Responsibility.
G12H
(ocena vs& /imon, 20> +CRA 2F2, 2FF 1100=2.
G1DH
0n *e1 "l & "rgosino, 2EF +CRA 1E1100>2.
G1EH
Villanueva vs& Sta& "na, 23- +CRA ?@?, ?@01100>2.
G1>H
Su!ra, note 1D.
G1FH
0d&
G1?H
Commencement address to the 10=1 !raduatin! class of the Ateneo .aw
+chool on )arch 2>, 10=1.
G1=H
Canon 1F, Code of &rofessional Responsibility.
G10H
Rule 1F.@1, Canon 1F, Code of &rofessional Responsibility.
G2@H
Penticostes v& 0ba4e$, D@E +CRA 2=1, 2=E 110002.