341 Phil. 495
DAVIDE, JR., J.:
[I]t appears from the Order issued by the Securities and Exchange Commission dated December 10, 1993 (Annex A, Motion) that the Petition for Suspension of Payment and Appointment of a Management or Rehabilitation Committee was filed by Arcam and Company, Inc., and not by herein defendant.The trial court then ordered petitioner to file its answer or responsive pleading within fifteen days from receipt of a copy of the order.
Moreover, granting that defendant Barotac Sugar Mills, Inc., indeed filed said petition, the suspension of the proceedings before this Court would be premature at this juncture there being no showing that the Securities and Exchange Commission has already placed the defendant under receivership before a management committee appointed by said Commission pursuant to Sec. 5 of P.D. 902-A.
Our reading of the law leaves no room for interpretation or doubt that it is only after the appointment of a "management committee," "rehabilitation receiver," etc., by the SEC that "all actions for claims against corporation, etc., under management or receivership pending before any court shall be suspended accordingly."It also declared inapplicable the ruling in RCBC v. Intermediate Appellate Court,[5] thus:
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At the time the Complaint in the instant case was filed with the respondent court, there was no order yet from the SEC for the appointment of a management or rehabilitation committee or that which will indicate that petitioner had been placed under management or receivership. It is to be stressed that the prayer for the appointment of a management or rehabilitation committee was set for hearing by the SEC on January 7, 1994, while the motion to suspend proceedings before the respondent court was filed on June 21, 1994.
Considering the length of time that had elapsed from the time the prayer for appointment of a management or rehabilitation committee was set for hearing up to the time petitioner filed its motion to suspend said proceedings, petitioner has not shown that the SEC had required the appointment of the said committee, or that the petitioner was placed under management or rehabilitation. It is apparent that the petition for the appointment of a management or rehabilitation committee for petitioner was not granted by the SEC.[4]
While the issue in the cited case is, as bluntly pointed out by the petitioner, whether the property of a debtor mortgaged to a preferred creditor, could still be foreclosed once a petition for rehabilitation is filed by said debtor, the issue in the instant case is whether or not the mere filing of a petition to suspend payments with the SEC ipso facto suspends the action for collection of a sum of money filed before the court by a creditor of a distressed corporation.[6]On 9 January 1996, respondent Court of Appeals denied BAROTAC’s motion for the reconsideration of the decision.[7]
SEC. 6. In order to effectively exercise such jurisdiction, the Commission shall possess the following powers:The appointment of a management committee or rehabilitation receiver may only take place after the filing with the SEC of an appropriate petition for suspension of payments. This is clear from a reading of sub-paragraph (d) of Section 5 and sub-paragraph (d) of Section 6 of P.D. No. 902-A, as amended by P.D. Nos. 1653 and 1758. These paragraphs provide as follows:
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“(c) To appoint one or more receivers of the property, real and personal, which is the subject of the action pending before the Commission in accordance with the pertinent provisions of the Rules of Court in such other cases whenever necessary in order to preserve the rights of the parties-litigants and/or protect the interest of the investing public and creditors. Provided, however, that the Commission may, in appropriate cases, appoint a Rehabilitation Receiver… who shall have, in addition to the powers of a regular receiver under the provisions of the Rules of Court, such functions and powers as are provided for in the succeeding paragraph (d) hereof:... Provided, finally, that upon appointment of a management committee, rehabilitation receiver, board or body, pursuant to this Decree, all actions for claims against corporations, partnerships or associations under management or receivership pending before any court, tribunal, board or body shall be suspended accordingly.” (Underscoring supplied)
SEC. 5. In addition to the regulatory and adjudicative functions of the Securities and Exchange Commission over corporations, partnerships and other forms of associations registered with it as expressly granted under existing laws and decrees, it shall have original and exclusive jurisdiction to hear and decide cases involving:The conclusion then is inevitable that pursuant to the underscored proviso in sub-paragraph (c) of the aforementioned Section 6, taken together with sub-paragraph (d) of Section 5 and sub-paragraph (d) of Section 6, a court is ipso jure suspended only upon the appointment of a management committee or a rehabilitation receiver. Since there is no showing at all that a management committee or rehabilitation receiver for BAROTAC has been appointed by the SEC, suspension of the proceedings in Civil Case No. Q-94-20347 before the RTC of Quezon City is not warranted.
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d) Petitions of corporations, partnerships or associations to be declared in the state of suspension of payments in cases where the corporation, partnership or association possesses sufficient property to cover all its debts but foresees the impossibility of meeting then when the respectively fall due or in cases where the corporation, partnership or association has no sufficient assets to cover its liabilities, but is under the management of a Rehabilitation Receiver or Management Committee created pursuant to this Decree.
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SEC. 6.
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d) To create and appoint a management committee, board, or body upon petition or motu proprio to undertake the management of corporations, partnerships or other associations ... in appropriate cases where there is imminent danger of dissipation, loss, wastage or destruction of assets or other properties or paralization of business operations of such corporations or entities which may be prejudicial to the interest of minority stockholders, parties-litigants or the general public....