THE Court of Appeals Cebu City Station has reversed a ruling of the Bacolod City regional trial court and ordered the lifting of the suspension for perjury and falsification of public documents against a member of the Yanson clan, the owner of the country’s largest bus company.
In a 34-page decision dated October 27, the appellate court’s 19th Division set aside the ruling of Branch 45 of the Bacolod City RTC dated August 5, 2022 and October 20, 2022, respectively, which suspended the warrants of arrest issued by Branch 7 of the Metropolitan Trial Court in Cities (MTCC) against Emily Yanson, former corporate secretary of Ceres Transport Inc. (CTI).
“The Decision and Order dated August 5, 2022 and October 20, 2022, respectively, of the Regional Trial Court, Sixth Judicial Region, Branch 15, Bacolod City, are set and reversed aside. The MTCC is directed to lift the suspension and to implement the warrants of arrest issued against the appellee in Criminal Case Nos. 21-09-36294 to 96 for perjury and Criminal Case No. 21-09-36299 to 301 for falsification of public documents. The MTCC is further directed to continue with the proceedings in the said criminal cases,” the decision penned by Associate Justice Rogelio Largo and concurred in by Associate Justices Marilyn Lagura-Yap and Jacinto Fajardo Jr. said.
The case started from the family dispute over the estate of Yanson patriarch Ricardo Yanson Sr. who died on October 25, 2015, leaving the family divided into two factions.
One faction is composed of Ricardo’s wife and the family matriarch Olivia and two of their children–Leo Rey and Ginnette while the other is composed of Emily, Roy, Celina and Ricardo Jr.
The assailed MTCC ruling held that Emily, in her capacity as corporate secretary of CTI, made untruthful statements and falsified entries in the 2017, 2018 and 2019 general information sheet of the company to state that she and her sister Celina are purportedly stockholders and directors of the company, and that their mother is not a stockholder and director of the company.
Appellant Leo Rey argued that Emily has never been a stockholder of the corporation as reflected in the Stock and Transfer Book of CTI and that even if she became part of CTI in 2014 when she was appointed as the corporate secretary, she was never at any point in time a stockholder since no share of stock had even been issued or transferred in her name.
Emily said that the waiver executed by their mother and the equal distribution of the estate of their father resulted in the shares of the latter totaling 100,202 were all waived in favor of her and her siblings long before the appellant filed the criminal case.
“Since all the siblings took 1/6 of the 100, 202 shares of CTI owned by Ricardo and Olivia cannot be disputed that the Extrajudicial Settlement and the Amended Extrajudicial Settlement conferred upon appellee 1/6 of the 100, 202 shares of CIT,” Emily argued.
“It is noteworthy that no final judgment has been rendered by any court of competent jurisdiction nullifying the validity of the Extrajudicial Settlement, hence appellee had every right to rely on these documents in preparing the General Information Sheets in question,” she added.
However, the CA disagreed and said that Emily could not simply declare herself a stockholder of CTI, having only as a basis the stipulations in the extrajudicial settlement deeds.
It added only corporate documents such as the stock transfer book and certificate of stock, among others, can be considered relevant to a claim of stock ownership.
The appellate court cited the ruling in Puno v. Puno Enterprises Inc. which stated that upon the death of a shareholder, the heirs do not automatically become stockholders of the corporation and acquire the rights and privileges of the deceased as shareholder of the corporation.
The stocks must be distributed first to the heirs in estate proceedings, and the transfer of the stocks must be recorded in the books of the corporation, it added.
The appellate court ruled that it was premature and erroneous for (Emily) to have declared herself and Celina as stockholders and directors of CTI because there was not yet a valid transfer of stocks in their names.
Aside from Ceres, whose bus figured in a deadly crash in Antique early this month, the Yanson group also controls Vallacar Transit Incorporated Bus Company whose buses ply routes in the Visayas and Mindanao regions.
Vallacar Transit Inc. is the country’s largest bus transit company, operating more than 4,000 buses with 18, 000 employees and more than P15 billion in annual revenues.
