Makati Stock Exchange, Inc vs Campos

GR NO. 138814
APRIL 16, 2009

Facts of the Case

On Feb 10, 1994, Miguel Campos filed a petition with the Securities, Investigation and Clearing
Department of SEC against Makati Stock Exchange Inc and its directors seeking to nullify the Resolution
dated June 3, 1993 of the MKSE Board of Directors which allegedly deprived him of his right to
participate equally in the allocation of Initial Public Offerings of corporations registered with MKSE, the
delivery of the IPO shares he was allegedly deprived of, for which he would pay IPO prices and the
payment of moral and exemplary damages.

IPOS are shared of corporations offered for sale to the public, prior to the listing in the trading floor of
the country’s two stock exchanges. Normally, 25% of tehse shares are divided equally between two
stock exchanges which in turn divide these equally among their members, who pay for their offering
price.

On Feb 14, 1994, the SCID issued an order granting the prayer of the MSKI Board of directors and
subsequently issued an order dating March 10, 1994, affirming the respondents writ of preliminary
injunction

On March 11, 1994, Miguel Campos filed a motion to dismiss the respondents petition on the ground
that it has become moot and academic due to cancellation of the license of MKSE, the SICD has no
jurisdiction over the petition and the petition failed to state a cause of action

On May 4, 1994, SCID denied Campos petition, cut challenged the order before the SEC en banc.

SEC en banc nullified the march 10, 1994 order f SCID granting preliminary injuction in favor of the
Mkse, annulled the decision of SCID denying campos motion to dismiss. Respondents filed a motion for
reconsideration in the CA, The CA ruled that the assailed orders of the SCID are null and void

MKSE filed a petition for review before the SC.

Facts:

Campos, in his petition before the SCID, contended that he was deprived of his right to participate
eqaully in the allocation of IPO of corprations registered with MKSE asserting that he is the only surving
incorporator of the MKSE who has maintained membership UNTIL DATE and has served as governor and
subsequently as presdient of the said corporation, has been recognized by the board of governors for his
invaluable service, and that such allocation of the IPO shares to active members have been a practice
normally observed by the members of the corporation. SEC en banc however, nullified his petition for
lack of cause of action. Campos filed before the CA petition for certiaorau which was affirmed. MKSE
filed a petition for review before the SC contending that the SEC en banc did not commit grave abuse of
discretion when it dismissed the petition filed by Migual campos because on its face it lacked to state a
cause of action.
Issues:
Did the petition of campos before SCID state a sufficient cause of action that would entitle him to his
allegedly derpived rights over the allocation of IPO shares and hence allow him to demand damages?

Ruling:
A cause of action is the act of omission by which a party violates a right of another. A sufficient cause of
action in a complaint must show the legal right of the plaintiff, the correlative obligation of the
defendant, and the act or omission of the defendat in violation of said legal right. Notwithstanding, the
fact that Campos may have a right over such alleged IPO shares, there must be an obligation on th e part
of MKSE to recognize such right.

Art 1157 of the CC enumerates the ff as sources of obligation, law, contractsm quasi contracts, acts or
omission punished by la and quasi delicts. in the case at bar, campos failed to present any of the
following sources from said article that would make his right demandable and enforceable. Campos
petition only asserted that he has right over such shares for it has been a custom of the MKSE. As a
general rule, Practice or custom is not a source of a legally demandle or enforceable right. such practice
only become binding if recognized by law. However, there was no law that enforced campos right over
the ipo shares in exchange for the services he has rendered for the corporation. Hence, campos petition
lacked cause of action. SC RULED THAT SEC en banc did not commiT Grave abuse of discretion WHEN IT
Dismissed campos petition before the SCID.
ABS CBN CORP vs office of the ombudsman
Gr no 133347
April 23, 2010

Facts of the case

Eugenio lopez and augusto lopez, in their capacity as officers on behalf of ABS-CBN, filed a motion for
reconsideration BEFORE THE SC en banc over the decision of the SC third division of dimissing their
petition for certiorari contending that there was garve abuse of discretion on the part of the office of the
ombudsman dismissing their complaint for lack of proable cause ober the alleged biolations of reoberto
benedicto, exequiel Garcia, Miguel Gonzales and salavador tan of art 298, 315.. of the RPC

The petitioners averred the ff as grounds for their motion for reconsideration: the valifity of the letter
agreement dated jun 8, 1973 are irrelevant to ascertaining the criminal liability of the respodnents and
the respondents enedicto and tan should not be dropped as respondents due to their untimely death
pending the case

Individual petitioners complaint-affidavits[3] uniformly narrated the following facts:

1. The day after the declaration of martial law, or on September 22, 1972, just before midnight, military
troops arrived at the ABS-CBN Broadcast Center in Bohol Avenue, Quezon City, and informed the officers
and personnel thereat of the seizure and closure of the premises by virtue of Letter of Instruction (LOI)
No. 1 issued by President Marcos ordering the closure of all radio and television stations in the
country.Consequently, a total of seven (7) television stations owned and operated by ABS-CBN were
closed down by the government.[4]

3. When it became apparent that petitioners would not be granted a permit to re-open, ABS-CBN on
October 31, 1972, terminated the services of all its employees, giving each employee his/her retirement
benefits. Corollary thereto, sometime in November 1972, Eugenio Lopez, Jr., then president of ABS-CBN,
wrote then Secretary of National Defense, Juan Ponce Enrile,[5] of their desire to sell ABS-CBN to the
government. In that same month, however, Eugenio Lopez, Jr. was arrested by the military, and
detained at Fort Bonifacio for almost five (5) years until his escape therefrom on September 30, 1977.

5. On June 6, 1973, the television and radio stations of Kanlaon Broadcasting System (KBS) on Roxas
Boulevard, Pasay City were consumed by fire. KBS was the umbrella corporation of the Benedicto Group
of broadcasting companies, including Radio Philippines Network (RPN),[6] which operated TV Channel 9,
the only television station allowed to continue operating during the early years of the martial law
regime. Respondent Benedicto, then Philippine Ambassador to Japan, managed, controlled, and was
one of the principal stockholders of RPN.
6. On even date, both Benedicto and Alfredo Montelibano, who at that time was Chairperson of the
Board of Directors (BOD) of ABS-CBN, were in Bacolod. Benedicto constituted Montelibano as his
emissary to the Lopezes, relaying his plan to temporarily use ABS-CBNs broadcast studios in Quezon City,
from which to operate TV Channel 9, for such period of time as may be necessary to rebuild KBS burned
studios.

7. On June 8, 1973, Montelibano met with other officers and executives of ABS-CBN, including herein
petitioners Oscar and Augusto Lopez, informing them of Benedictos request. Oscar and Augusto, and the
rest of the ABS-CBN management team, strongly opposed the request. Eventually, however, when
Montelibano mentioned that Malacaang and Romualdez had cleared said request, the possibility of a
government-ordered confiscation of ABS-CBN, and not least of all, the possible release of Eugenio Lopez,
Jr., petitioners Oscar and Augusto, as with the rest of ABS-CBNs executives, acquiesced to Benedictos
request.

8. Thus, at noontime on the same day, representatives of KBS headed by Jose Montalvo arrived at the
Meralco Building to finalize the proposed arrangement with ABS-CBN. The transaction between ABS-
CBN and KBS is evidenced by a letter-agreement dated June 8, 1973, which reads in relevant part:

This is to confirm the agreement arrived at between RPN and ABS-CBN to the following effect:

1. Commencing on the date hereof, ABS-CBN hereby conveys to RPN by way of lease its TV and radio
equipment (excluding TV channels and radio frequencies) and its premises at the ABS-CBN Broadcast
Center, Bohol Avenue, Quezon City (collectively called the leased facilities) listed in the schedule
attached hereto and marked as Annex A.

2. RPN shall pay ABS-CBN monthly rental as is reasonable compensation for the use of the leased
facilities. The amount of the rental shall be determined after a discussion with Ambassador Roberto
Benedicto.
10. After more than four months of trying, a meeting between Oscar and Benedicto finally materialized
on October 31, 1973. At that meeting, the discussion not only covered fixing of reasonable rentals for
the lease of the ABS-CBN studios, but likewise included the possibility of an outright sale.

11. Thereafter, the discussions and negotiations stopped as none of the petitioners were able to meet
anew with Benedicto who had supposedly referred the matter to people above and the man on top.

12. Frustrated, then Senator Lorenzo Taada, as counsel for ABS-CBN, in May 1976, wrote Benedicto
demanding vacation of the ABS-CBN Broadcast Center and payment of back rentals for the use of the
ABS-CBN studios and facilities.

13. In response, Senator Estanislao Fernandez, on behalf of Benedicto, met with Senator Taada in June
1976. Another meeting took place between the parties respective counsels which included respondent
Gonzales, another counsel for Benedicto. Despite these meetings, no agreement was reached between
Benedicto and ABS-CBN. On the whole, from June 8, 1973, the time KBS occupied the ABS-CBN studios
in Quezon City, no rental was paid by the former to the latter.

14. In the years following until the Marcos government was toppled in 1986, the ABS-CBN stations were
transferred to the National Media Production Center (NMPC) headed by Gregorio Cendaa of the
Ministry of Information. Starting in January 1980, KBS, on a staggered basis, transferred possession,
control and management of ABS-CBNs provincial television stations to NMPC. Some of the radio stations
of ABS-CBN were turned over to the governments Bureau of Broadcast, while some were retained by
KBS thru the Banahaw Broadcasting Corporation (BBC) and Radio Philippines Network (RPN).

15. Parenthetically, during a military inventory in 1979-1980, and a visit by ABS-CBN executives at ABS-
CBNs radio transmitting stations in Meycauayan, Bulacan, headed by petitioner Augusto, on August 13,
1984, ABS-CBN properties and massive equipment were found to be missing. In addition, the musical
records and radio dramas accumulated by ABS-CBN in a span of twenty-five (25) years and stored in its
library were now gone.
16. In June 1986, President Corazon Aquino, acting on the request of ABS-CBN through Senator Taada,
returned to ABS-CBN these radio and TV stations on a gradual and scheduled basis.
Facts