334 Phil. 945
TORRES, JR., J.:
It appears that Norvic Incorporated (Norvic, for brevity) was the principal stockholder of Overseas Superintendence Corporation (OSC, for brevity) which was the registered owner of a parcel of land (Yakal property) situated in Makati, covered by Transfer Certificate of Title No. 142203. On August 1, 1986, Atty. Vicente Santos, acting as president of Norvic, entered with St. Michael International Institute of Technology (SMIIT, for brevity), represented by its president Erlinda M. Penaloza, into a contract to sell[2] the OSC shares of stock and the Yakal property. Subsequently, OSC conveyed the Yakal property to St. Michael International Realty and Management Corporation (SMIRM, for brevity) pursuant to the Deed of Conveyance and Exchange dated December 21, 1989.[3] The Transfer Certificate of Title No. 142203 of OSC was consequently cancelled and a new one (TCT No. 167832)[4] was issued in the name of SMIRM.The administrative suit against respondent Judge de Guzman was based on the testimony[16] of former judge Manuel Cosico which was taken during the investigation of the alleged irregularities in service of some judges in Makati conducted by the Ad Hoc Committee created under Administrative Order No. 11-93 which was composed of Chief Justice Andres R. Narvasa and retired Justices Lorenzo R. Relova and Amuerfina A. Melencio-Herrera.
Two years later, Norvic filed this subject case[5] (Civil Case No. 91-1123 which was assigned to the sala of Judge Cosico) for the annulment of the Deed of Conveyance and Exchange dated December 21, 1989 on the ground that the transfer of the Yakal property was fraudulent. Due to the filing of this case, Norvic caused the annotation of lis pendens on TCT No. 167832 on April 22, 1989.[6] SMIIT and SMIRM, the defendants in this Civil Case No. 91-1123, filed a motion to cancel the notice of lis pendens,[7] but, the same was denied by Judge Cosico in his order dated June 26, 1991.[8] As a result of Judge Cosico’s resignation from judicial service on December 31, 1991, Norvic filed a motion to re-raffle the case on January 20, 1992[9] which was granted by Executive Judge Job B. Madayag.[10] Thus, the case was referred to respondent Judge De Guzman following the re-raffling[11] of the case on February 7, 1992 before the sala of Executive Judge Job B. Madayag. Later on, defendants SMIIT and SMIRM filed a motion for reconsideration[12] of the order of denial dated June 26, 1991 of then Judge Cosico and for the cancellation of notice of lis pendens contending, inter alia, that Norvic was not the proper party whose rights might be protected by the annotation of lis pendens because it was not the registered owner of the Yakal property before and after it was transferred to defendant SMIRM. On August 5, 1992, respondent De Guzman reconsidered the order of denial dated June 26, 1991 of then Judge Cosico and ordered the cancellation of the notice of lis pendens.[13] A year later the parties reached a compromise settlement, thus, a joint motion[14] was filed by both parties praying for the dismissal of the case which was granted by respondent De Guzman in his order dated September 23, 1993.[15]
“THE FOREGOING CONSIDERED, the undersigned recommends as a penalty, reprimand, with a warning of a more severe penalty in case of repetition.”[25]Upon a careful scrutiny of the records, We find no clear and convincing evidence to sustain the allegation that respondent was moved by personal or financial interest in issuing the order dated August 5, 1992 which cancelled the notice of lis pendens. On the contrary, the explanation offered by respondent and the circumstances prevailing in the subject case are sufficient to warrant a conclusion that he in utmost good faith merely discharged his public duty when he lifted the notice of lis pendens. The following significant points are worth considering: first, as what Justice Salas appropriately stated, “if he (respondent) had, either, a desire manifesting financial interest, or to favor somebody, then he should have instead ruled against the lifting (of notice of lis pendens), considering that Atty. Santos (the president of Norvic) was not only his classmate but also a relative of his wife by affinity”[26]; second, the subject case was assigned to respondent simply because it was re-raffled to his sala upon motion of Norvic; third, he tried to voluntarily inhibit from the case but the parties themselves asked him to stay on with the case and to help, as he did help, in amicably settling the case which culminated to the filing of a joint motion to dismiss by both parties; fourth, he issued the order lifting the notice of lis pendens after a careful and thorough study of the merits of the motion[27] and opposition[28] filed by the parties; and, fifth, respondent was legally justified in issuing the order cancelling the notice of lis pendens, the pertinent portion of the said order reads as follows:
“x x xUnder Section 24, Rule 14 of the Rules of Court, the notice of lis pendens may be cancelled only upon order of the court, after proper showing that the notice is for the purpose of molesting the adverse party, or that it is not necessary to protect the rights of the party who caused it to be recorded. The cancellation order of respondent was issued pursuant to the second ground, that is, the notice of lis pendens was not necessary to protect the right of Norvic which caused it to be recorded. A cautious reading of the records of the instant case reveals that never was Norvic the owner of the Yakal property. It was Overseas Superintendence Corporation (OSC) that owned the Yakal property prior to its transfer to SMIRM. The fact that Norvic was the majority stockholder of OSC would not legally clothe it (Norvic) with personality to cause the notice of lis pendens affecting the property of the corporation (OSC) specially so when the corporation was not even one of the parties to the case. Well settled is the rule that properties registered in the name of the corporation are owned by it as an entity separate and distinct from its members.[30] A stockholder is not the owner of any part of the capital of the corporation, nor is he entitled to the possession of any definite portion of its property or assets; he is not a co-owner or tenant in common of the corporate property.[31]
The Court subscribes to the position of defendants-movants (SMIIT and SMIRM). Plaintiff Norvic Incorporated is manifestly not the proper party whose rights may be protected by the annotation of lis pendens. It is neither the previous registered owner nor the present registered owner of the property subject matter of the instant case and presently covered by Transfer Certificate of Title No. 167832, hence, bereft of personality to cause the annotation of the subject notice of lis pendens on the said title. The property owned by the plaintiff subject matter of its transaction with the defendants are plaintiffs shares of stock in Overseas Superintendence Corporation. x x x”[29]
“A judge shall refrain from influencing in any manner the outcome of litigation or dispute pending before another court or judge.”Justice Salas, in his Report, made the following observation, to which We agree:
“There is, on the other hand, a reason to believe that the respondent indeed approached Judge Cosico and requested him, from the beginning, to lift the notice of lis pendens. Moreover, the respondent went to Judge Cosico the second or third time, on both occasions mentioning the Norvic Case. Judge Cosico even told the Court, the first time the respondent approached him, the former was in white barong and even knocking the door loudly before coming in. It is hard to consider the possibility that Judge Cosico, in testifying before the Ad Hoc Committee, told a lie, considering that he was facing a panel that was attended not only by the Chief Justice, but also by Justices Relova and Herrera. Before such Honorable Justices, certainly it will take one with bravado and cockiness to tell a brazen lie. Secondly, by being a lawyer alone, he knows a price of telling a lie. Even the respondent admitted, he and Judge Cosico had been on friendly terms, and that the former talked back against Cosico only in one isolated case involving an ejectment on appeal from the MTC, of which the respondent was himself a party. Admittedly, Judge Cosico is by nature a person who is talkative, who possibly would like to be looked upon as an idealist or reformer or as a person if not conceited or overconfident at least looks at himself as better than anybody else. However we can hardly reconcile having a situation where Judge Cosico then appearing before the Ad Hoc Committee would invent a version identifying the respondent as the person who asked him more than once to lift a notice of lis pendens.”[33] x x xConsidering the foregoing, We cannot but give credence to the testimony of former Judge Cosico who narrated the event in a clear and straight forward manner. It is our finding that he was not in any way motivated by enmity or bad faith when he testified against respondent. Both Judge Cosico and respondent even admitted that no animosity existed between them,[34] in fact, during Judge Cosico’s tenure in office they used to meet and discuss with each other about many things mostly of law.[35] Contrary therefore, to respondent's claim that Judge Cosico was motivated by vindictiveness, it is highly improbable for Judge Cosico to prevaricate and cause damnation to respondent who brought no harm to the former. Well settled is the rule that in the absence of any evidence to show any reason or motive why witnesses should have testified falsely, the logical conclusion is that no improper motive existed and that their testimony is worthy of full faith and credit.