Cojuangco v. Sandiganbayan
REITERATIONFacts
The Antecedents: The Republic of the Philippines filed a complaint for reconveyance of alleged ill-gotten wealth, including shares in Philippine Long Distance Telephone Company (PLDT) held through Philippine Telecommunications Investment Corporation (PTIC) and registered in the name of Prime Holdings, Inc. (Prime Holdings). The complaint was amended to implead petitioners Imelda O. Cojuangco and the Estate of Ramon U. Cojuangco. Procedural History: The Sandiganbayan initially dismissed the complaint regarding the PLDT shares. The Republic appealed to the Supreme Court (G.R. No. 153459), which was consolidated with other similar cases. By Decision dated January 20, 2006, the Supreme Court granted the Republic's appeal, declaring it the owner of 111,415 PTIC shares registered in the name of Prime Holdings. This Decision became final and executory on October 26, 2006. The Petition: The Republic filed a Motion for Issuance of a Writ of Execution with the Sandiganbayan, praying for the cancellation of the shares and annotation of ownership change, and for an accounting of dividends. The Sandiganbayan granted the writ for reconveyance but denied the prayer for dividends. Upon reconsideration, the Sandiganbayan, by Resolution dated November 7, 2007, ordered the delivery of cash and stock dividends with compounded interests. Petitioners moved for reconsideration, arguing the Decision did not cover dividends. The Sandiganbayan, by Resolution dated June 13, 2008, partly granted the motion by including legal interests but not compounding them, and issued a Writ of Execution, leading to the present petition for certiorari.
Issue(s)
Whether the Sandiganbayan gravely abused its discretion in ordering the accounting, delivery, and remittance of stock, cash, and property dividends, including interests, pertaining to the 111,415 PTIC shares, given that this Court’s Decision in G.R. No. 153459 did not explicitly discuss the same. Whether the Republic, having transferred the shares to a third party, is entitled to the dividends, interests, and earnings thereof.
Ruling
The petition is DENIED. The challenged Resolutions dated November 7, 2007 and June 13, 2008 of the Sandiganbayan in Civil Case No. 0002 are AFFIRMED.
Ratio Decidendi
On the issue of whether the Sandiganbayan gravely abused its discretion in ordering the accounting and remittance of dividends: The Court held that while the general rule is that execution is limited to what is ordained in the dispositive portion, exceptions exist. The body of the decision may be referred to for construction if there is ambiguity, or if the issue was extensively discussed. In G.R. No. 153459, although dividends were not explicitly mentioned in the dispositive portion, the body of the decision clearly adjudicated the entire block of shares and their fruits in favor of the Republic, finding them to be part of the Marcoses' ill-gotten wealth. Awarding the shares without their accruing dividends and interests would render the ownership 'crippled,' as it would deny the owner the 'jus utendi' or the right to receive what the thing produces. Therefore, the Sandiganbayan did not gravely abuse its discretion in ordering the remittance of dividends and interests. On the issue of whether the Republic is entitled to the dividends despite transferring the shares: The Court clarified that dividends are payable to the stockholder of record. A transfer of shares not recorded in the corporation's books is valid only between the parties. The transferor retains the right to dividends as against the corporation without notice of transfer, serving as a trustee of the real owner, subject to the agreement between the transferor and transferee. In this case, the Republic is entitled to the dividends from 1986 (when sequestered) until the transfer to Metro Pacific Assets Holdings, Inc. (Metro Pacific) on February 28, 2007. After the transfer, the Republic serves as a trustee of those dividends for Metro Pacific, subject to their agreement. Thus, the transfer of shares did not divest the Republic of its right to the dividends that accrued prior to the transfer.
Main Doctrine
The ownership of shares of stock necessarily includes the right to the fruits thereof, such as dividends and interests, even if not explicitly mentioned in the dispositive portion of a decision, provided that the body of the decision clearly adjudicates the shares and their accruals as ill-gotten wealth.