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CA reverses RTC ruling: 2 Yanson girls not stockholders, arrest warrant suspension lifted

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Celina Y. Lopez (left) and Emily Y. Ramos (right)*

The Court of Appeals (CA) based in Cebu City reversed a Bacolod City regional trial court’s ruling and ordered the lifting of the suspension of the warrant of arrest against Emily V. Yanson, former corporate secretary of Ceres Transport Inc. (CTI) for perjury and falsification of public documents.

In a 34-page decision dated October 27, 2023, the CA 19th Division reversed and set aside the orders of Bacolod City RTC Branch 45 dated August 5, 2022 and October 20, 2022, respectively, which suspended the warrants of arrest issued by a lower court against Emily V. Yanson.

“The MTCC (Municipal Trial Court in Cities) is directed to lift the suspension and to implement the warrants of arrest issued against 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,” according to the decision penned by Associate Justice Rogelio G. Largo.

The case stems from the family dispute over the estate of Yanson patriarch Ricardo B. Yanson Sr. who died on October 25, 2015. The Yanson family is divided into two factions, with the first composed of Ricardo’s wife Olivia and two of their children – Leo Rey and Ginnette. The other faction is composed of Emily, Roy, Celina and Ricardo Jr.

The MTCC said Emily Yanson, in her capacity as corporate secretary of Ceres Transport, made untruthful statements and falsified entries in the 2017, 2018, and 2019 general information sheet (GIS) 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.

According to the CA, Emily could not simply declare herself a stockholder of Ceres Transport, having only as basis the stipulations in the extrajudicial settlement deeds. It said 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.

“Let us assume that the RTC will eventually rule in favor of the validity of extrajudicial settlement deeds, which would mean that Olivia’s waiver is valid and appellee is rightfully entitled to the disputed shares. However, this alone will not automatically mean that apellee is a stockholder of the corporation or appellee’s statements in the general information sheets were correct.

The validity of the settlement does not necessarily mean that shares of stock will also be transferred to appellee’s name. Being a corporation, Ceres Transport, has a separate and distinct juridical personality which presupposes that it is governed by law and has its own set of rules and procedures laying down the requisites for one to become a stockholder,” the CA said.

The CA said that Puno v. Puno Enterprises Inc. teaches 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 said.

“Therefore, applying these tenets in the present controversy, it is clear that there are legal procedures first to be complied before an individual can rightfully claim his/her status as a stockholder of a corporation. Evidently, even if the extrajudicial settlement deeds are decreed valid, they do not automatically operate to vest upon appellee the right to be considered a stockholder of Ceres Transport. It is only upon a valid transfer of stock on her name that she can be legally considered a stockholder of Ceres Transport,” the CA said.

“Ergo, appellee also cannot simply declare herself a stockholder of Ceres Transport having as basis the stipulations in the extrajudicial settlement deeds because, being a private document, the agreements incorporated therein will only bind the heirs but not the corporation. Only corporate documents such as the stock transfer book and claim of stock ownership, among others, can be considered relevant to a claim of ownership.

It was clearly premature and erroneous for appellee (Emily) to have declared herself and Celina as stockholders and directors of Ceres Transport because there was not yet a valid transfer of stocks in their names,” the CA said.

“Contrary to the findings of the RTC, we opine that there is a basis for the criminal cases of perjury and falsification of public documents against appellee,” it said.*

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