G.R. No. 141624 - PEOPLE OF THE PHILIPPINES, VS. HERNANDO B. DELIZO.D E C I S I O N - Supreme Court E-Library

Ruling

WHEREFORE, it is respectfully prayed of this Honorable Commission to adjudge that respondent be ordered: Not to do any act or deed that will disturb or interfere with the operations and business of the petitioners, and not to cause any alarm, scandal, disturbance, intrigue, disloyalty, disorder, or defiance on the part of any ( sic ) employees, officers, contractors, workers of CLINICA MANILA and HEALTH CHECK, INC.; Not to do any act that will interfere with or disturb the management and operation of the funds, bank accounts, receivables, and all other property transactions of the petitioners, and to stop representing themselves as having any kind of power and authority over any asset of the two companies and their management; Not to do any act or deed, directly or indirectly, that will dishonor the name and reputation of the petitioners; To pay actual damages of P1,000,000; moral damages of P2,000,000; and exemplary damages of P500,000; and to pay the costs of suit. [4] On October 23, 1997, AHCII, Mediserv, Inc. (MI) and the respondent, filed a Complaint with the SEC against Arsenio T. Ng, Kelly S. Salvador, Antonio Roberto M. Abaya, Bartolome C. Felipe, Jr., Joel Abanilla and Nonette C. Mina. The complainants alleged, inter alia , that they had been stockholders of AHCII since August 1995, and represented a majority of the outstanding capital stock, owning 52.37% and 6.08%, respectively, as shown by the GIS dated October 15, 1997 filed with the SEC; the respondent was the incumbent chairman of the board of directors and president of AHCII; and there was no quorum during the stockholders meeting of October 9, 1997; as such, the said meeting where a new set of board of directors and officers were, elected was in violation of the by-laws of the complainant AHCII and, consequently, illegal. The complainants prayed that the following reliefs be granted after due proceedings: a) Declaring the Writ of Preliminary Injunction earlier issued as permanent; b) Adjudging the Special Stockholders Meeting purportedly held on October 9, 1997 as null and void ab initio ; c) Adjudging any action, proceeding, resolution, and/or election made in the alleged stockholders meeting purportedly held on October 9, 1997 as null and void ab initio ; d) Adjudging respondents Arsenio T. Ng, Kelly S. Salvador, Antonio Roberto M. Abaya, Bartolome C. Felipe, Jr., Joel Abanilla and Nonette C. Mina, jointly and severally, liable to pay to complainant Delizo moral damages of not less than P1,000,000.00; e) Adjudging respondents Arsenio T. Ng, Kelly S. Salvador, Antonio Roberto M. Abaya, Bartolome C. Felipe, Jr., Joel Abanilla and Nonette C. Mina, jointly and severally, liable to pay to the complainants, as follows: Exemplary damages of not less than P500,000.00; Actual damages not less than P250,000.00; Attorneys fee of P200,000.00; Costs of litigation. Other equitable reliefs are prayed for. [5] The case was docketed as SEC Case No. 10-97-5796. In the meantime, Mediserv, Inc