2. de Guzman v. de Dios

8/18/2019 2. de Guzman v. de Dios

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DE GUZMAN vs. DE DIOS

A.C. No. 4943. January 26, 2001

FACTS

In 1995, complainant De Guzman engaged the services of respondent De Dios as counsel in

order to form a corporation. Later, in1996, with the assistance of the latter, uzu!i "each #otel,

Inc. $"#I% was registered with the ecurities and &'change (ommission. (omplainant paid onrespondent a monthl) retainer fee of *5,+++.++.

In, 199, the corporation re-uired complainant to pa) her unpaid suscried shares of stoc!

amounting to */,/05,+++.++ or //,05+ shares on or efore Decemer 0+, 199. hen in 1992, DeGuzman received notice of the pulic auction sale of her delin-uent shares and a cop) of a oard

resolution authorizing such sale. (omplainant soon learned that her shares had een ac-uired )

3amon del 3osario, one of the incorporators of "#I. he sale ousted complainant from the

corporation completel). 4hile respondent rose to e president of the corporation.

(omplainant alleged that she relied on the advice of tt). De Dios and elieved that would

help her with the management of the corporation. he pointed out that respondent appeared as

her counsel and signed pleadings in a case where complainant was one of the parties.3espondent, however, e'plained that she onl) appeared ecause the propert) involved elonged

to "#I, that the complainant misunderstood her role legal counsel of uzu!i "each #otel, Inc.

ISSUE

47 there is attorne)8client relationship etween the parties47 there is violation of law)ers oath

!E"D

:es. ttorne)8client relationship e'isted etween the parties. It was the complainant whoretained respondent to form a corporation. he appeared as counsel in ehalf of complainant.

:es, there is violation of law)ers oath. Law)ers must conduct themselves, especiall) in

their dealings with their clients and the pulic at large, with honest) and integrit) in a manner e)ond reproach. s a law)er, he is ound ) her oath to do no falsehood or consent to its

commission and to conduct herself as a law)er according to the est of her !nowledge and

discretion. he law)ers oath is a source of oligations and violation thereof is a ground for suspension, disarment, or other disciplinar) action.

In this case, there was evidence of collusion etween the oard of directors and

respondent wherein the complainant was ousted completel) from the corporation while the

respondent ecame the *resident. It is clear that the acts of respondent tt). De Dios are clearl)in violation of her solemn oath as a law)er ) representing conflicting interests and engaging in


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unlawful, dishonest, immoral or deceitful conduct. hus, upreme (ourt ;*&7D her from

the practice of law for si' $6% months, with warning that a repetition of the charges will e dealth

with more severel).

7

#A.C. No. 4943. January 26, 2001$

DIANA D. DE GUZMAN, complainant, vs. ATT%. "OU&DES I. DE DIOS, respondent .

& E SO " U T I O N

'A&DO, J .

he case efore the (ourt is a complaint i?1@ for disarment against tt). Lourdes I. De Dios

on the ground of violation of (anon 15, 3ule 15.+0 of the code of *rofessional 3esponsiilit),

for representing conflicting interests, and of rticle 1A91 (ivil (ode, for ac-uiring propert) in

litigation.

In 1995, complainant engaged the services of respondent as counsel in order to form a

corporation, which would engage in hotel and restaurant usiness in >longapo (it).

>n Banuar) 1+, 1996, with the assistance of tt). De Dios, complainant registered uzu!i"each #otel, Inc. $"#I% with the ecurities and &'change (ommission.ii?/@ (omplainant paid on

respondent a monthl) retainer fee of *5,+++.++.

>n Decemer 15, 199, the corporation re-uired complainant to pa) her unpaid suscried

shares of stoc! amounting to two million two hundred and thirt) five thousand pesos$*/,/05,+++.++% or //,05+ shares, on or efore Decemer 0+, 199.

>n Banuar) /9, 1992,iii?0@ complainant received notice of the pulic auction sale of her

delin-uent shares and a cop) of a oard resolution dated Banuar) 6, 1992 authorizing such sale. iv

?A@ (omplainant soon learned that her shares had een ac-uired ) 3amon del 3osario, one of the

incorporators of "#I. he sale ousted complainant from the corporation completel). 4hile

respondent rose to e president of the corporation, complainant lost all her lifes savings invested

therein.

(omplainant alleged that she relied on the advice of tt). De Dios and elieved that as themaCorit) stoc!holder, tt). de Dios would help her with the management of the corporation.

(omplainant pointed out that respondent appeared as her counsel and signed pleadings in acase where complainant was one of the parties.v?5@ 3espondent, however, e'plained that she onl)

appeared ecause the propert) involved elonged to "#I. 3espondent alleged that complainant

misunderstood the role of respondent as legal counsel of uzu!i "each #otel, Inc. 3espondent

manifested that her appearance as counsel for complainant Diana de Guzman was to protect the


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rights and interest of "#I since the latter was real owner of the land in controvers).

3espondent further said that the land on which the resort was estalished elonged to the

Bapanese incorporators, not to complainant. he relationship of the complainant and the Bapaneseinvestors turned sour ecause complainant misappropriated the funds and propert) of the

corporation. o save the corporation from an!ruptc), respondent advised all concerned

stoc!holders that it was proper to call for the pa)ment of unpaid suscriptions and suse-uentsale of the delin-uent shares. hese lead to the auction of the unpaid shares of complainant and

hence, the ouster of complainant from the corporation.

eantime, r. Del 3osario transferred one hundred $1++% shares to respondent in pa)ment

of legal services as evidenced ) a Deed of 4aiver and ransfer of corporate hares of toc!.

>n >ctoer //, 1999, the Integrated "ar of the *hilippines issued a resolutionvi?6@ finding that

the acts of respondent were not motivated ) ill will as she acts in the est interest of her client,

"#I. he I"* found that complainant failed to present convincing proof of her attorne)8clientrelationship with respondent other than the pleadings respondent filed in the trial court where

complainant was one of the parties.

4e disagree.

4e find merit in the complaint. here are certain facts presented efore us that created douton the propriet) of the declaration of delin-uent shares and suse-uent sale of complainants

entire suscription. (omplainant suscried to /9,2++ shares e-uivalent to two million nine

hundred and eight) thousand pesos $*/,92+,+++.++%. he was the maCorit) stoc!holder. >ut of the suscried shares, she paid up seven hundred fort)8five thousand pesos $*A5,+++.++% during

the stage of incorporation.

#ow complainant got ousted from the corporation considering the amount she had invested

in it is e)ond us. Granting that the sale of her delin-uent shares was valid, what happened to her

original sharesE his, at least, should have een e'plained.3espondent claims that there was no attorne)8client relationship etween her and

complainant. he claim has no merit. It was complainant who retained respondent to form acorporation. he appeared as counsel in ehalf of complainant.

here was evidence of collusion etween the oard of directors and respondent. Indeed, the

oard of directors now included respondent as the president, 3amon del 3osario as secretar),

#i!oi uzu!i as chairman, gnes 3odriguez as treasurer and a!a)u!i ato as director.vii?@ he present situation shows a clear case of conflict of interest of the respondent.

Law)ers must conduct themselves, especiall) in their dealings with their clients and the

pulic at large, with honest) and integrit) in a manner e)ond reproach.viii?2@

4e saidF

o sa) that law)ers must at all times uphold and respect the law is to state the ovious, ut

such statement can never e overemphasized. (onsidering that, Hof all classes and professions,

?law)ers are@ most sacredl) ound to uphold the law, it is imperative that the) live ) the law.ccordingl), law)ers who violate their oath and engage in deceitful conduct have no place in the

legal profession.i'?9@


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(learl), respondent violated the prohiition against representing conflicting interests and

engaging in unlawful, dishonest, immoral or deceitful conduct.'?1+@

s a law)er, respondent is ound ) her oath to do no falsehood or consent to itscommission and to conduct herself as a law)er according to the est of her !nowledge and

discretion. he law)ers oath is a source of oligations and violation thereof is a ground for

suspension, disarment,'i?11@ or other disciplinar) action.'ii?1/@ he acts of respondent tt). De Diosare clearl) in violation of her solemn oath as a law)er that this (ourt will not tolerate.

(!E&EFO&E, the (ourt finds respondent tt). Lourdes I. De Dios remiss in her sworn

dut) to her client, and to the ar. he (ourt here) ;*&7D her from the practice of law for

si' $6% months, with warning that a repetition of the charges will e dealth with more severel).

Let a cop) ofthis decision e entered in the personal records of respondent as an attorne)

and as a memer of the "ar, and furnish the "ar (onfidant, the Integrated "ar of the *hilippines,

and the (ourt dministrator for circulation to all courts in the countr).

SO O&DE&ED.

Davide, Jr., C.J. (Chairman), Puno, Kapunan, and Ynares-Santiago, JJ., concur .


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i[1] Filed on September 4, 1998.

ii[2] SEC Registration No. AS9!"2!#, Rollo, p. 4"28.

iii[$] %etter dated &an'ar( 2, 1998, Rollo, p. $8.

i)[4] Rollo, p. $*.

)[#] Entr( o+ Appearane, Rollo, p. *4.

)i[!] Rollo, pp. 119"12#.

)ii[*] Rollo, p. 4!.

)iii[8] Res'rreion v . Sa(son, $ SCRA 129 [1998].

i-[9] Ibid., iting E- parte all, 1* /.S. 2!#, ited in 0alolm, %egal and &'diial Etis, p.

214.

-[1] Code o+ ro+essional Responsibilit(, Canon 1, R'le 1.1.

-i[11] 0agdal'(o v . Nae, A.C. $88, Febr'ar( 2, 2, iting Ade3 Realt(, n. v . CA, 21#

SCRA $1 5199267 Riards v . Aso(, 1#2 SCRA 4#, # 5198*67 ia3 v . erong, 141 SCRA

4!, 49 5198!6.

-ii[12] 0agdal'(o ). Nae, A.C., supra, Note 11, iting Re(es v . aa, 24! SCRA !4, !*

5199#6.

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2. de Guzman v. de Dios