THE Supreme Court (SC) has cleared the lawyer who had been sanctioned in a dispute over the ownership of Vallacar Transit Inc., one of the country’s largest bus companies.
It reversed its earlier ruling suspending lawyer Jun Maxwell Orlina for violating the Code of Professional Responsibility and Accountability.
Orlina was sanctioned for attending a special stockholders meeting about a dispute between members of the feuding Yanson clan over ownership of Vallacar Transit Inc.
In a nine-page resolution dated January 27, 2025, the SC’s First Division reversed its August 9, 2023 resolution sanctioning Orlina and junked the administrative complaint lodged by Roy and Emily Yanson against him.
The resolution found Orlina liable on the ground that he participated in the August 19, 2019 special stockholders meeting and was designated as acting corporate secretary despite knowing that it was conducted in violation of the Revised Corporation Code and bylaws of Vallacar Transit Inc.
Leo Rey Yanson called the special stockholders meeting a month after his removal as president of Vallacar Transit, Inc.
Leo Rey is feuding with his siblings Roy and Emily over control of the family’s sprawling business empire.
Orlina was the legal counsel of Leo Rey at that time.
The SC suspended Orlina from the practice of law for one year, with a stern warning that a repetition of the same offense shall be dealt with more severely.
However, in its latest ruling based on Orlina’s motion to reopen, the SC sided with him and reversed its 2023 resolution.
“Upon a re-examination of the totality of the evidence, it appears that the allegations against Atty. Orlina was not supported by substantial proof,” the SC said.
“There is no substantial evidence proving that the August 19, 2018 special stockholders meeting attended by Atty. Orlina was conducted without a quorum. If at all, the evidence on record shows that there is a difference in the number of shares claimed to be owned by the complainants’ group and that claimed by Leo’s group. These issues are yet to be settled in the cases pending among them. Given such uncertainty, it cannot be concluded that Atty. Orlina engaged in unlawful, dishonest, immoral, or deceitful conduct, or any violation of the Code of Professional Responsibility and Accountability,” the SC added.
The dispute began on July 7, 2019 when the Yanson siblings — Rey, Emily, Ricardo Yanson Jr. and Lourdes Celina Yanson-Lopez — held a special stockholders’ meeting to remove Leo Rey, Orlina’s client, as president of Vallacar Transit Inc.
Leo Rey filed a complaint for a declaration of nullity of the meeting and all resolutions allegedly approved by his siblings.
He also issued a notice of a special stockholders’ meeting to elect a new board of directors and officers, where Orlina was named acting corporate secretary.
Leo Rey’s four siblings who claimed majority ownership of Villacar alleged the meeting lacked a quorum and Orlina’s appointment was illegal.
Orlina, however, told the SC the meeting was conducted with a quorum based on the company’s stock and transfer book.
