Atty. Monica Miciano

06/08/2025

SC: No Valid Sale if Buyer Knows Seller is Not True Owner.

The invalidated a sale of two parcels of land because the buyer knew that the seller was not the real owner.

In a Decision written by Associate Justice Maria Filomena D. Singh, the SC’s Third Division cancelled the sale made by Bayani S. Cerilla (Cerilla) to Edward C. Ciacho (Ciacho). The SC found that Ciacho knew the sold properties did not belong to Cerilla.

The properties were inherited by Adolfo De Guia which were about to be foreclosed due to unpaid debt. De Guia asked Cerilla to pay off the mortgage. They signed a deed of sale, and land titles were transferred to Cerilla’s name.

After a few months, another agreement was signed to re-sell the properties to De Guia. The latter filed adverse claim on the titles.

Cerilla and De Guia entered into a subsequent agreement where Cerilla would buy the properties for PHP 15 Million but only after De Guia ejects the illegal settlers from the properties.

As De Guia failed to remove the illegal settlers, Cerilla had to undertake the same but was not successful in doing so. As a result, Cerilla incurred expenses for ejectment which caused him to obtain a loan from a bank and from Ciacho.

Ciacho agreed to lend Cerilla with the properties as collateral. Because Cerilla could not pay the loan, Ciacho asked him to sign a deed of sale on the properties but with a request from Cerilla not to register the same.

De Guia learned that Ciacho registered the properties under his name. Thus, he filed a case with the RTC to invalidate the sale. After finding in favor of De Guia, the case was appealed to the Court of Appeals.

Both RTC and CA found that Cerilla had no authority to sell the properties as he was just a mere “accommodation party” to avoid foreclosure of the properties but was not the real owner.

The Court agreed with the RTC and CA finding that there was no real intention to transfer ownership from De Guia to Cerilla. Even after the land titles were transferred under his name, Cerilla did not act as if he owned the lands.

Under the Civil Code, for a sale to be valid, the parties must agree to the sale. The parties’ actions during and after the agreement can serve as basis to determine their intent. The seller must also be the owner of the property or has authority to sell.

Here, the re-sale of the properties from Cerilla to De Guia within a short period of time coupled with the fact that Cerilla asked Ciacho not to register the properties under his name, indicate that there was no intention on the part of De Guia to transfer ownership of the properties.

The Court added that Ciacho cannot claim to be an innocent buyer because he was aware of facts that should have raised doubts about Cerilla’s ownership. He knew of the earlier sale between De Guia and Cerilla and the former’s claim as annotated on the titles.

Read the full text of the press release at https://sc.judiciary.gov.ph/sc-no-valid-sale-if-buyer-knows-seller-is-not-true-owner/

Read the full text of the Decision https://sc.judiciary.gov.ph/259051-edward-c-ciacho-vs-spouses-adolfo-t-de-guia-and-fe-alma-v-de-guia-et-al/

Read the Separate Concurring Opinion of Associate Justice Alfredo Benjamin S. Caguioa at https://sc.judiciary.gov.ph/259051-separate-concurring-opinion-justice-alfredo-benjamin-s-caguioa/

Copying of this content is subject to the SC PIO’s Credit Attribution Policy: https://sc.judiciary.gov.ph/credit-attribution-policy/.

04/08/2025

Some deadlines you may have missed:

BIR Tax Deadline

July 31, 2025 Thursday

e-FILING/FILING & e-PAYMENT/PAYMENT
BIR Form 1601-EQ (Quarterly Remittance Return of Creditable Income Taxes Withheld-Expanded) and Quarterly Alphalist of Payees (QAP) – eFPS & Non-eFPS Filers. For the Quarter ending June 30, 2025
BIR Form 1601-FQ (Quarterly Remittance Return of Final Income Taxes Withheld) and Quarterly Alphalist of Payees (QAP) – eFPS & Non-eFPS Filers. For the Quarter ending June 30, 2025
BIR Form 1602Q (Quarterly Remittance Return of Final Taxes Withheld on Interest Paid on Deposits and Yield on Deposit Substitutes/Trusts/Etc.) – eFPS & Non-eFPS Filers. For the Quarter ending June 30, 2025
BIR Form 1603Q (Quarterly Remittance Return of Final Income Taxes Withheld on Fringe Benefits Paid to Employees Other Than Rank and File) – eFPS & Non-eFPS Filers. For the Quarter ending June 30, 2025
BIR Form 1621 (Quarterly Remittance Return of Tax Withheld on the Amount Withdrawn from Decedent’s Deposit Account) – eFPS & Non-eFPS Filers. For the Quarter ending June 30, 2025

SUBMISSION
Contract of Lease and Lessee Information Statement and Other Attachments by Lessors/Sub-Lessors of Commercial Establishments, Buildings or Spaces for Tenants. 1st Semester of 2025
Sworn Statement by every Lessee/Concessionaire/Owner or Operator of Mines & Quarry/Processor of Minerals/Producer or Manufacturer of Mineral Products. 1st Semester of 2025

04/08/2025

SC: Company GIS is not enough to prove one’s stockholder status.

The (SC) has clarified that being listed in a corporation’s General Information Sheet (GIS) is not enough to prove someone is a stockholder.

In a Resolution written by Associate Justice Ramon Paul L. Hernando, the SC’s First Division granted a motion for reconsideration of its earlier Decision and ruled that Ma. Christina Patricia C. Lopez (Christina) and John Rusty Lito Lopez (John Rusty) are not stockholders of LC Lopez and Conqueror, despite being listed in the companies’ GIS submitted to the Securities and Exchange Commission.

The case stemmed from special stockholders’ meetings held by the two companies to elect new board members. Christina and John Rusty sent proxies to participate, but the companies rejected them, stating that their principals were not registered stockholders. The meetings proceeded, and new directors were elected.

Christina and John Rusty challenged the elections before the Regional Trial Court (RTC), arguing that their exclusion invalidated the election due to a lack of quorum. The RTC ruled in their favor, relying on the GIS as proof of their stockholder status.

However, the Court of Appeals reversed the RTC’s decision, pointing out that their names did not appear in the companies’ stock and transfer books.

The SC initially upheld the RTC’s decision, considering the GIS and witness testimonies as sufficient evidence. Respondent board of directors, however, moved for reconsideration.

In granting the motion, the SC clarified that the stock and transfer book is the primary and official record of a corporation’s stockholders. A person must also present a stock certification issued in their name to prove ownership of shares.

Under Section 62 of the Revised Corporation Code, a transfer of shares is not valid—except between the parties—until it is properly recorded in the company's books.

The SC ruled that being listed in the GIS does not make one a stockholder, and that the stock and transfer book prevails.

Read the full text of the Press Release at https://tinyurl.com/35m52bke.

Read the full text of the Resolution at https://tinyurl.com/5n75bf7s.

Read the Dissenting Opinion of Associate Justice Ricardo R. Rosario at https://tinyurl.com/a5jwrd4d.

Copying of this content is subject to the SC PIO’s Credit Attribution Policy: https://sc.judiciary.gov.ph/credit-attribution-policy/.

14/09/2024

14/09/2024

𝐖𝐄𝐁𝐈𝐍𝐀𝐑 𝐅𝐎𝐑 𝐍𝐎𝐍-𝐒𝐓𝐎𝐂𝐊 𝐂𝐎𝐑𝐏𝐎𝐑𝐀𝐓𝐈𝐎𝐍𝐒: 𝐏𝐑𝐎𝐓𝐄𝐂𝐓𝐈𝐍𝐆 𝐓𝐇𝐄 𝐍𝐏𝐎 𝐒𝐄𝐂𝐓𝐎𝐑 𝐀𝐆𝐀𝐈𝐍𝐒𝐓 𝐌𝐋/𝐓𝐅 𝐑𝐈𝐒𝐊𝐒 𝐓𝐇𝐑𝐎𝐔𝐆𝐇 𝐂𝐎𝐌𝐏𝐋𝐈𝐀𝐍𝐂𝐄 𝐀𝐍𝐃 𝐓𝐑𝐀𝐍𝐒𝐏𝐀𝐑𝐄𝐍𝐂𝐘

The Securities and Exchange Commission (SEC) invites you to a free webinar entitled, “PROTECTING THE NPO SECTOR AGAINST ML/TF RISKS THROUGH COMPLIANCE AND TRANSPARENCY” which will be conducted via Zoom on 25 September 2024 from 1:30pm to 4:00pm

The webinar aims to provide knowledge and understanding on the following:
👉 SEC Memorandum Circular No. 25, Series of 2019
👉 The 2019 Guidelines for the Protection of SEC Registered Non-Profit Organizations (NPOs) from Money Laundering and Terrorist Financing Abuse (”2019 NPO Guidelines”)
👉 How to file and submit a Mandatory Disclosure Form (MDF); and
👉 The concept of Beneficial Ownership

We request that a representative such as the President and/or the employee who is in charge of the corporation’s compliance with Anti-Money Laundering/Combating the Financing of Terrorism (AML/CFT) policies and measures be present during this learning session.

Pre-registration to the webinar is mandatory. To register, visit: https://docs.google.com/forms/d/e/1FAIpQLSfVztWyC0vTsIWAcapKiiE33bDD33Zo_skrrANHGVDEuIGKxQ/viewform

The said online registration link will be accessible until 12:00pm of 24 September 2024 or until the registration reaches full capacity

A separate email confirming your registration to the Zoom webinar and providing for the meeting link, meeting ID and meeting password will be sent prior to the event.

The SEC will implement a strict policy on non-admission of unregistered participants.

12/09/2024

⬇️⬇️⬇️

23/03/2024

Attention all Online Sellers!

Make sure to register your business and submit your Sworn Declaration with the BIR Revenue District Office (RDO) where you will register.

Scan the QR Codes below to access RMC No. 8-2024 and download the sworn declaration or click the links below:

RMC No. 8-2024: bit.ly/3wIkAOm
Sworn Declaration: bit.ly/OnlineSellersSwornDeclaration

18/12/2023

Now open to serve your legal needs! ⚖️📩

22/11/2023

Pursuant to Proclamation No. 368, s. 2023, Malacañang has declared regular holidays and special (non-working) days for the year 2024.

04/10/2023

Court Fines Sheriff for Directly Demanding and Receiving Money from a Litigant |

The Supreme Court En Banc found Ma. Consuelo Joie Almeda-Fajardo (Fajardo), former Sheriff IV of the Regional Trial Court, Branch 93, San Pedro, Laguna, guilty of one (1) count of Gross Misconduct constituting violation of the Code of Conduct for Court Personnel and one (1) count of Serious Dishonesty for unilaterally demanding and directly receiving money from a litigant for sheriff’s expenses without complying with the procedure prescribed in Section 10, Rule 141 of the Rules of Court.

Under Section 10, Rule 141 of the Rules of Court, expenses for the ex*****on of writs shall be paid by the interested party based on estimates by the sheriff and subject to the approval of the court. Upon approval of the estimates, the party must deposit the amount with the clerk of court, who shall disburse it to the sheriff. The sheriff must liquidate the amount within the same period of filing the return before the court.

Instead of observing the foregoing procedure, Fajardo directly demanded and received money from a party-litigant to defray the expenses arising from the implementation of a writ of ex*****on without the court’s imprimatur. Moreover, Fajardo failed to liquidate the amount that she received.

The Court emphasized that the rules on sheriff’s expenses demand strict compliance as any circumvention thereof opens the door not only to suspicion of, but actual corruption. According to the Court, a sheriff’s conduct of unilaterally demanding sums of money from a party without observing the proper procedure falls short of the required standards of public service and threatens the very existence of the system of administration of justice.

Read more at https://sc.judiciary.gov.ph/court-fines-sheriff-for-directly-demanding-and-receiving-money-from-a-litigant/.

28/08/2023

Happy 122nd Founder’s Day my dear old Silliman ❤️🤍

Today, Silliman University is celebrating its 122nd Founding Anniversary. Happy Founders Day!