541 Phil. 268
AZCUNA, J.:
This is a case for recovery of investments with damages filed by the [complainant (respondent)] Margie Matsuda against Queensland-Tokyo Commodities, Inc. (�QTCI� for brevity), a corporation then engaged as a commodity futures broker, and its officers and directors, citing as grounds therefor the alleged nullity of complainant�s spot/futures contracts for having been allegedly traded and supervised by unlicensed employees of QTCI, in violation of Section 20 and 33-A of the Revised Rules and Regulations on Commodity Futures Trading.The SEC Hearing Officer rendered his decision on May 18, 1999, the decretal portion of which reads:
The complainant alleged, among others, that on July 13, 1995, she agreed to invest with QTCI on the basis of its officers� representations that investments in currency contracts are very profitable, and that her account would be handled by licensed investment consultants. Complainant further alleged that [petitioner] Charlie Collado induced her to immediately sign the [Customer�s] Agreement and Risk Disclosure Statement without explaining the contents thereof; that she made investments in QTCI on July 13, 1995 in the amount of P150,000.00 and an additional amount of P2,000,000.00 on July 24, 1995[;] that she was required to execute a Special Power of Attorney authorizing Felix Sampaga and that within the same period complainant�s account incurred substantial losses; and that sometime in April 1996, upon verification with the [Securities and Exchange Commission (SEC)], complainant learned for the first time that Felix Sampaga and Charlie Collado were not licensed by the SEC; that she demanded the return of her investments but the [petitioners] refused to comply, and that since her currency contracts are null and void for having been traded and supervised by unlicensed employees, she is entitled to the return of her investments in the total amount of P2,150,000.00; that she should be entitled [to] moral and exemplary damages due to the fraud employed by the [petitioners] and to compensate her [for] mental anguish, frustration, and sleepless nights; and that she was forced to engage the services of counsel for a free (sic) of P50,000.00; and that the corporate directors and officers are implead[ed] pursuant to Section 31 of the [Corporation] Code.
In their Answer, the [petitioners] denied having made misrepresentations and false pretenses to the complainant, alleging, among others, that it was the complainant together with her Japanese husband who came [to] the office of [QTCI] on July 13, 1995 to pen an account with an initial deposit of P150,000.00. The [petitioners] further alleged that [petitioner] Charlie Collado did not induce the complainant to sign the [Customer�s] Agreement and Risk Disclosure Statement; that Collado is not involved in the marketing of investments because he is only in [charge] of operations; that Collado did not misrepresent himself as a licensed consultant and that he signed in behalf of QTCI on the [Customer�s] Agreement as part of his official function which does not however require a license; that complainant deposited P2,000,000.00 on July 24, 1995 to open a second account after she made a profit in the amount of P67,978.61 under her first account; and that the attorney-in-fact of the complainant is Jose �Joel� Colmenar and not Felix Sampaga; that Felix Sampaga is the brother of complainant; that the SPA submitted by the complainant carries a typographical error naming Felix Sampaga as her attorney-in-fact while the signature appearing under the word �conforme� and above the word �attorney-in-fact� is that of Jose �Joel� Colmenar; that all copies of the SPA have been corrected of this error but the complainant refused to surrender her copy for correction despite several requests for this purpose; that Jose �Joel� Colmenar was duly licensed by the SEC as Commodity Futures salesman; that Felix Sampaga has nothing to do with the account of the complainant; that the various instructions attached to the complaint were ordered by Jose Colmenar and not by Felix Sampaga; that Collado did not supervise the complainant�s accounts and that the complainant has no basis for the return of her investments; that by reason of the filing of the suit, [petitioner] corporation suffered besmirched reputation together with the individual [petitioner] who also suffered mental anguish, fright, serious anxiety and moral shock and for which reason they are entitled to an award of P150,000.00 each; that to deter other persons similarly inclined as the complainant in filing grossly unfounded suits, the [petitioners] are entitled to recover from the complainant exemplary and corrective damages of at least P50,000.00 each; and that to protect their interest, the [petitioners] were compelled to retain the services of counsel and agreed to pay attorney�s fees in the amount of P150,000.00.
WHEREFORE, premises considered, [petitioners] Queensland Tokyo Commodities Inc. and Charlie Collado and Felix Sampaga are hereby ordered to jointly and severally pay the complainant the following:Having received the decision on May 24, 1999, petitioners filed their Motion for Reconsideration on June 22, 1999, but this was denied on November 25, 1999.[3]SO ORDERED.[2]
- The amount of P2,082,021.40 representing the complainants return of investments.
- The amount of P50,000.00 as and by way of attorney�s fees and
- Cost of this suit.
WHEREFORE, premises considered, the Petition is hereby ORDERED DISMISSED, having no merit in fact and in law and the challenged decision [AFFIRMED], with costs to petitioners.Again, petitioner�s Motion for Reconsideration of the CA Decision was denied.
SO ORDERED.[5]
Petitioners argue, thus:A
WHETHER THE TIMELINESS OF AN APPEAL AND THE FILING OF PLEADINGS, AS WELL AS THE SUFFICIENCY OF THE CONTENTS THEREOF, ARE GOVERNED BY THE RULES OF PROCEDURE IN EFFECT AT THE TIME OF THE FILING THEREOFB
WHETHER THE COURT OF APPEALS MAY REVIEW AND, IF WARRANTED, REVERSE AND SET ASIDE THE FINDINGS OF FACT OF AN ADMINISTRATIVE AGENCY PERFORMING QUASI-JUDICIAL FUNCTIONS, INCLUDING THE SECURITIES AND EXCHANGE COMMISSIONC
WHETHER A CORPORATE OFFICER MAY BE HELD PERSONALLY LIABLE FOR AN ACT PERFORMED IN AN OFFICIAL CAPACITY AND[,] IF SO, UNDER WHAT CIRCUMSTANCES
Anent the first assigned error, the commission en banc did not err in dismissing the petitioners� appeal. Petitioners� argument [is] that pursuant to the August 31, 1999 New Rules of Procedure, particularly Sec. 1 of Rule XV it had fifteen (15) days from December 6, 1999 the date they received the denial of their Motion for Reconsideration or up to December 21, 1999. And since they filed their appeal on December 20, 1999, [so] then it was filed on time.From the point of procedure, it is clear that petitioners� appeal to the Securities and Exchange Commission en banc was late, for petitioners found themselves in a catch-22 situation: either a motion for reconsideration is allowed under the rules or not. If it is allowed, the same rules that allow it provide for a timeframe that has lapsed. On the other hand, if it is not allowed, then the timeframe becomes irrelevant. Petitioners cannot selectively apply one set of rules favorable to them and another when the one chosen works against them.
Such argument is misplaced. Petitioners would invoke the new rules if favorable to them but would disregard a clear one if adverse to their stand. Petitioners should be consistent. If they want to have the July 15, 1999 rule apply to them, then they should not be selective in its application. Under Sec. 8, Rule XV of the same rule a Motion for Reconsideration is a prohibited pleading. Such being the case, the judgment of the Hearing Officer has become final and executory pursuant to Sec. 1 of Rule XVI of said Rule.
More so under the old rule. Under Sec. 3, Rule XVI of the old rules, the time during which [the] Motion for Reconsideration is pending shall be deducted from the period for perfecting an appeal. Pursuant to said Rule petitioners were twelve (12) days late in filing the appeal. Either way, therefore, under the old or the new Rule, the dismissal of the appeal by the respondent Commission is proper and valid.
The other grounds relied upon questions [of] the finding of facts and conclusions of the Hearing Officer. Petitioners ought to be minded that in reviewing administrative decisions, the findings of fact made therein must be respected as long as they are supported by substantial evidence. (Lo v. CA, 321 SCRA 190). We have carefully read the decision sought to be [reviewed] and We are convinced that the same is supported by substantial evidence. In fact the issues raised herein are the same issues raised by Petitioners in its Motion for Reconsideration filed with the Hearing Officer. (Pp. 232 to 238, Records).
In his November 25, 1999 Order (p. 248, Records), the Hearing Officer denied the Motion for Reconsideration after reasoning thus:�After a careful evaluation of the parties arguments in the Motion and the Opposition thereto, we find no cogent reason to modify, alter, much less reverse the previous Order considering that the issues raised therein have already been passed upon in the aforesaid Decision.� (ORDER, p. 248 RECORDS.)We likewise find no cogent reason to disregard the clear findings and conclusion of the Hearing Officer. Thus, We are in accord with its conclusion quoted as follows:�In sum, it was sufficiently proven that only respondent Charlie Collado and Felix Sampaga had in fact, assented to the unlawful acts of respondent corporation, [and they] should jointly and severally [be] liable for the payment of all damages sustained and which are sufficiently proven by the complainant. The claims against respondents Joyce K. Tan-Chua, Wendell Golangco, Josephine M. Cristobal and Henry Reyes are hereby dismissed. The counterclaim of respondents is likewise dismissed for lack of evidence.� (DECISION, p. 9, p. 259, Records)WHEREFORE, premises considered, the Petition is hereby ORDERED DISMISSED, having no merit in fact and in law and the challenged decision AFFIRMED, with costs to petitioners.
SO ORDERED.