• GILBERT P. BAYORAN
The Supreme Court has cleared a lawyer who was previously sanctioned during the dispute over the ownership of Vallacar Transit Inc., one of the country’s largest bus companies.
In a resolution dated January 27, 2025, the Supreme Court’s First Division dismissed the case against lawyer Jun Maxell C. Orlina, reversing an earlier ruling that found him liable for professional misconduct.
The SC previously found Orlina in violation of ethical standards, related to alleged unlawful, dishonest, or deceitful conduct, and for failing to uphold the law. He was suspended from the practice of law for a period of one year, with a stern warning that a repetition of a similar violation shall be dealt with more severely.
Orlina filed a motion to reopen the case, according to a press statement from Dindo Danao, media consultant of VTI.
Upon re-examination of the evidence, the court determined the allegations against Orlina lacked substantial proof, Danao added.
“There is no substantial evidence proving that the August 19, 2019, Special Stockholders’ Meeting attended by Atty. Orlina was conducted without a quorum,” the court said in its resolution.
“If at all, the evidence on record shows that there is a difference in the number of shares claimed to be owned by complainants’ group and that claimed by Leo’s group. These issues are yet to be settled in the cases pending among them,” the First Division ruled.
The dispute began July 7, 2019, when the ‘Yanson 4’ siblings – Roy, Emily, Ricardo Yanson Jr. and Lourdes Celina Yanson-Lopez – held a special board meeting to remove Leo Rey Yanson, Orlina’s client, as president of VTI.
Leo Rey filed a complaint for declaration of nullity of the meeting and all resolutions allegedly approved by the Yanson 4.
On Aug. 19, 2019, Leo Rey issued a notice of special stockholders’ meeting to elect a new board of directors and officers, where Orlina was named acting corporate secretary.
The Yanson 4, who claimed majority ownership of Vallacar Transit Inc., alleged the meeting lacked a quorum and Orlina’s appointment was illegal.
Orlina, however, said the meeting was conducted with a quorum based on the company’s stock and transfer book.
The complainants said Orlina consented to his appointment despite knowledge that it needed the consent of Celina and Ricardo Jr., who constituted the majority of the shareholders of VTI, and asserted that Orlina’s designation as acting corporate secretary was illegal and of no effect.
Orlina responded that the complainants are fugitives from justice, with warrants of arrest issued against them.
He said he acted within the bounds of the law, as he merely accepted his designation as acting corporate secretary in accordance with the wishes of the stockholders owning a majority of VTI’s outstanding capital stock.
The Supreme Court emphasized the legal presumption of innocence for attorneys and said the burden of proof in disciplinary proceedings lies with the complainant.
“While the court will not hesitate to mete out disciplinary punishment on lawyers who are shown to have failed to perform their sworn duties, it will also not be reluctant in extending its protective arm when the accusations against them are not supported with substantial evidence,” the resolution said.
“Accordingly, the Court’s assailed Resolution dated August 9, 2023 must be set aside and the complaint against Atty. Orlina must be dismissed,” it added.*
