SECOND DIVISION

[G.R. No. 134458. August 9, 2007.]

VIVIAN Y. LOCSIN, YAO SHIONG SHIO, OSCAR MANUEL, RAMON

LINAN, PAZ Y. FLORES, for and on their own behalf, and SIXTO O.
RACELIS, for and on behalf of ORIENTAL PETROLEUM AND
MINERAL CORPORATION , petitioners, vs . THE HONORABLE
SANDIGANBAYAN, PRESIDENTIAL COMMISSION ON GOOD
GOVERNMENT, ASSET PRIVATIZATION TRUST, REV. EMETERIO
BARCELON, S.J., EDUARDO F. HERNANDEZ, GUILLERMO PABLO, JR.,
AMPARO BARCELON, ANTONIO CAGUIAT, RAMON A. PEDROSA,
JAIME L. LEDESMA, SIMPLICIO J. ROXAS, VALERIANO FUGOSO,
WILFREDO SAÑARES, ULTRANA MINERALS CORP., INDEPENDENT
REALTY CORP., PERFORMANCE INVESTMENT CORP., MID-PASIG
LAND DEVELOPMENT CORP., FABIAN VER, PIEDRAS PETROLEUM
CORP., and RIZAL COMMERCIAL BANKING CORPORATION ,
respondents.

DECISION

VELASCO, JR. , J : p

The Case
Before us is a petition 1 of a special civil action for certiorari under Rule 65
imputing grave abuse of discretion on the Sandiganbayan (SB) First Division when it
denied, through its March 21, 1990 Resolution, 2 admission of petitioners' Amended
Complaint 3 in S.B. Case No. 0042 in connection with their quest to recover shares of
Oriental Petroleum and Minerals Corporation (Oriental) from alleged dummies and
nominees of former President Ferdinand E. Marcos. Likewise challenged is the May 12,
1998 Order 4 which turned down petitioners' Motion for Reconsideration.
The Facts
Individual petitioners are stockholders of petitioner Oriental. Oriental is engaged
in the exploration, development, acquisition, nancing, and management of petroleum
and mineral resources. Of note, it gave the Philippines its rst oil discovery in 1976. It
was organized on October 10, 1969, and had PhP10 billion common shares which were
divided into two classes with the same rights and privileges, viz: (1) six billion Class "A"
common shares to be issued only to Filipino citizens and (2) four billion Class "B"
common shares which may be issued to aliens.
On May 5, 1988, petitioners Yao Shiong Shio, Oscar Manuel, and Ramon Linan
led a Complaint 5 docketed as Civil Case S.B. No. 0041 for Declaration of Nullity of
Presidential Commission on Good Government (PCGG) Deed of Sale, Sequestration
Orders, Prayer for Issuance of Temporary Restraining Order and/or Preliminary
Injunction and Appointment of Receiver, with Damages against most of the
respondents. The case was raffled to the SB First Division.
On May 25, 1988, the SB issued a Resolution 6 denying petitioners' plea for an
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 injunctive writ.
On July 6, 1988, petitioners filed an amended complaint.
On July 27, 1988, a Notice of Dismissal was led of both the original and
amended complaints which were approved by the SB First Division on July 28, 1988.
On July 28, 1988, petitioners led anew a complaint with the SB which was
identical to the amended complaint in S.B. No. 0041. The second case was docketed as
S.B. No. 0042 and was ra ed to the Third Division. This complaint now impleads
petitioners Locsin, et al. as additional plaintiffs and respondents as additional
defendants. Two original defendants in S.B. No. 0041, namely: Ramon Garcia of the
PCGG and Ramon Garcia of the Asset Privatization Trust (APT), were excluded in S.B.
No. 0042, while PCGG and APT remained as party-defendants.
On the other hand, respondents corporations were those wherein the shares
allegedly illegally obtained by former President Marcos were placed, and from which
the disputed shares were taken or sequestered by respondent PCGG. In addition, the
Rizal Commercial Banking Corporation was impleaded in its capacity as the transfer
agent of Oriental through which the disputed shares would be transferred to
respondents corporations and which petitioners sought to enjoin through the prayed
for injunctive writ.
On August 24, 1988, the SB Third Division issued a Resolution taking into account
the alleged forum shopping of petitioners within the SB divisions and the similarity of
the new complaint with the original and amended complaint in Civil Case S.B. No. 0041
in violation of the SB Circular No. 7.
The SB Third Division explicated its August 24, 1988 Resolution, thus:
The issue was precipitated by the manifestation of the defendants that the
ling of this case smacks of "forum-shopping" within the divisions of this court
as the complaint is practically a repetition of the allegation in the complaint in
Civil Case No. 0041 ;

The records of said Civil Case No. 0041 show that after the First Division
denied the plaintiffs' prayer for preliminary injunction/restraining order in its
resolution of May 23, 1988, plaintiffs through another panel of lawyers, led an
amended complaint dated July 6, 1988, but later led a Notice of Dismissal of
both the original and amended complaints of July 27, 1988. The First Division
approved the dismissal on July 29, 1988 in the same day herein plaintiffs led
the complaint in this Case No. 0042;

Petitioners do not deny that the complaint in Civil Case No. 0042 is a
substantial petition/consolidation of the allegations and prayer in the original and
amended complaint in Civil Case No. 0041. They nevertheless maintain that the
assignment of this case to the Third Division as a result of a ra e conducted by
the Sandiganbayan is final and conclusive.

Pursuant to the August 24, 1988 Resolution, the complaint was tossed back to
the SB First Division.
Petitioners' Complaint, 7 docketed as Civil Case S.B. No. 0042, alleged that
Oriental and its stockholders were victims of former president Marcos and his cronies
who acquired three blocks of Oriental stocks at various times either without or for
inadequate or unlawful considerations, as summarized by the Sandiganbayan, to wit:

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 1. In 1970, One (1) Billion Class "B" Shares

One Billion class "B" shares (intended to be sold in New York to

foreigners) originally transferred to Star Management Corporation
(allegedly controlled by Vincent Recto) upon instructions of Pres. Marcos
through a Bill of Sale executed by the underwriter of J.M. Barcelon & Co.

Consideration: allegedly none, except for a ctitious downpayment

of P100,000.00 or 1% (while other subscribers allegedly paid 25%) of the
total subscription price — ctitious because the money supposedly came
from ORIENTAL PETROLEUM itself.

Of these, 1 million shares were allegedly sold by STAR

MANAGEMENT in 1971, while the remaining 999 million shares were
transferred by STAR MANAGEMENT to ULTRANA upon instruction of ex-
Pres. Marcos. The original subscription contract of ORIENTAL with STAR
MANAGEMENT was cancelled and a new one entered with ULTRANA at no
consideration to ORIENTAL.

In the rst week of March 1976, 800 million shares were transferred
by ULTRANA to the Independent Realty Corporation and 199 million shares
to Vincent Recto.
As of the ling of this suit, the remaining balance subject of the
instant suit stands at 162 million shares with Independent Realty
Corporation.

2. In 1976, 1.85 Billion Class "B" Shares

These were allegedly acquired by ex-Pres. Marcos through

simulated transactions and were distributed upon his instruction as
follows:

1.000 Billion : Performance Investment Corp.

840 Million : Mid-Pasig Development Corp.
10 Million : Fabian Ver
—————
1.850 Billion TOTAL
=========

at a subscription price at P0.01 per share with downpayment at 25% of

total value, even if the price at the stock market was averaging at P0.10 per
share.

3. In 1978, 2.5 Billion Shares

These were allegedly issued after ORIENTAL had been forced by
Marcos to increase its authorized capital stock, supposedly in exchange
for 2.5% interest in the Service Contract over the Nido and the Matinloc Oil
Mills (Service Contract No. 14). These shares were later found to have been
put in the name of Piedras Petroleum Corporation. 8

The 2.5 billion shares issued to Piedras Petroleum Corporation (Piedras)

consisted of PhP1.5 billion Class "A" shares and 1 billion Class "B" shares.
Due to subsequent sales and transfers, as of April 1986, only around 4.5 billion
shares remained in the names of the alleged Marcos cronies, which are now the
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 disputed shares, to wit:
Independent Realty Corp. - 162,230,000 shares
Performance Investment Corp. - 1,000,000,000
Mid-Pasig Development Corp. - 840,000,000
Fabian Ver - 10,000,000
Piedras - 2,500,000,000
——————
Total - 4,512,230,000 shares
===============

Through an April 10, 1986 Sequestration Order, 9 the PCGG sequestered all the
above shares except those of Piedras which was done a few days later through a
second Sequestration Order 1 0 dated April 14, 1986.
With the sequestration of the disputed shares, petitioners further alleged that
PCGG took control of the Board of Directors and the management of Oriental. They
averred that the PCGG nominees, individual respondents except Fabian Ver, set into
motion a grand scheme to raid and systematically plunder Oriental. Petitioners
proceeded to outline the alleged acts committed by the PCGG nominees using fraud
and deceit to enrich themselves at the expense of Oriental.
After the SB First Division received Civil Case S.B. No. 0042 from the Third
Division, it proceeded to conduct hearings on the prayer for the issuance of the
injunctive writ. On June 21, 1989, the SB First Division issued a Resolution 1 1 denying
petitioners' prayer for a preliminary injunction, which ratiocinated this way:
The complaint as well as the a davit of plaintiff Oscar Manuel dated
September 30, 1988 have provided details mainly about the acquisition of the
first one (1) billion shares acquired by Pres. Marcos in 1970. 1 2
xxx xxx xxx

No additional details are given on how Marcos acquired the second set of
shares of stock in ORIENTAL PETROLEUM except that:

14. The 1.85 billion shares of ORIENTAL were transferred by means of

"simulated transactions" which were "forced (upon) Oriental's Management"
(Affidavit, par. 12; see also par. 2.10.1, Complaint).

15. The third block of ORIENTAL shares were allegedly obtained by

Pres. Marcos through a "systematic abuse of power" where Marcos forced
ORIENTAL to increase its authorized capital and to issue 2.5 billion shares to an
undisclosed entity in exchange for 2.5% in the Service Contract No. 14 for the
Nido and the Matinloc wells. (par. 13, Affidavit; par. 2.11 Complaint).
Eventually, this undisclosed entity turned out to have been Piedras
Petroleum Corporation.
While all these shares appear to have been sequestered in April of 1986,
the PCGG by its letter dated March 17, 1987, allegedly acknowledged that the
above-described transaction with PIEDRAS involving the 2.5 billion shares was
inappropriate and the PCGG, therefore, had decided to return these 2.5% share of
the Service Contract above-mentioned. The condition stated in (sic) letter was that
ORIENTAL for its part should return its income from 2.5% share in Service
Contract No. 14 less the dividends received by PIEDRAS from those 2.5 billion
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 shares. Nothing is mentioned about what happened to this arrangement. 1 3
xxx xxx xxx
As pointed out above, plaintiffs have con ned themselves to describing
the transfer of 1.85 billion shares in 1976 as one made through "simulated
transactions" forced upon ORIENTAL's management and the exchange of 2.5
billion shares with a portion of Service Contract No. 14 through a "systematic
abuse of power," without mention of any further details thereof as to how indeed
this abuse of power took place.
xxx xxx xxx
Thus, the right of plaintiffs either by themselves or in representation of
ORIENTAL over the shares in question are not clear as to justify a restraint upon
the PCGG or upon the Republic in acting on the shares which, even to plaintiffs,
are admittedly "ill-gotten." 1 4

Prompted by the above disquisition, on October 18, 1989, petitioners led their
Motion for Leave to Admit Amended Complaint 1 5 and Amended Complaint 1 6 seeking
to state more fully their averments in express terms which were only implied from the
ultimate facts in their original Complaint. Subsequently, on March 21, 1990, the SB
issued the assailed Resolution denying admittance of petitioners' amended complaint
this way:
The Answers have already been led. What this proposed amended
complaint seeks to do is to allege additional facts in order to supply the missing
or omitted data which omission had resulted in the denial by this Court of the
petition for the issuance of the writ of preliminary injunction. In fact, the
alterations in the prepared amended complaint are such that the statement of the
wrong done has been substantially altered from that which originally confronted
the defendants and this Court. 1 7

On April 15, 1990, petitioners led their Motion for Reconsideration 1 8 of the
March 21, 1990 Resolution, which was denied by the respondent court through the
assailed May 12, 1998 Order. 1 9
Hence, the instant petition for certiorari is led with us attributing grave abuse of
discretion on respondent anti-graft court for the rejection of petitioners' amended
complaint.
In the meantime, the following relevant events transpired pending the instant
action for certiorari:
First, private respondent Eduardo F. Hernandez, a former o cer and director of
Oriental, was cleared by us of any wrongdoing relative to the sale of the 999 million
shares by the PCGG to the Barcelon-Ultrana Group. In Eduardo F. Hernandez v. Deputy
Ombudsman for Luzon, et al. docketed as G.R. No. 101967, through a May 5, 1992 en
banc Resolution, 2 0 we ordered the Ombudsman to modify its September 3, 1990
Resolution and August 14, 1991 Order to exclude respondent Eduardo F. Hernandez
from the Information. We reiterated this same ruling in an en banc Resolution 2 1 issued
on November 19, 1992 in Rev. Fr. Emeterio Barcelon, S.J., et al. v. Deputy Ombudsman
for Luzon, et al., docketed as G.R. No. 101326, and Eduardo F. Hernandez v. Deputy
Ombudsman for Luzon, et al., that as regards Hernandez, there is no prima facie
evidence to hold him probably liable for conspiracy relative to the sale of 999 million
shares of Oriental stocks to the Barcelon-Ultrana Group by the PCGG.
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 Indeed, respondent Hernandez earlier led his motion to dismiss dated July 3,
1997 based on our decision in G.R. No. 101967. This was duly opposed by petitioners.
However, on October 2, 1998, the respondent court through a Resolution 2 2 dismissed
the instant case as regards respondent Hernandez.
Second, pursuant to Administrative Order No. (AO) 241 2 3 issued on October 4,
1991 by then President Corazon Aquino, which provided that APT's control and
administrative responsibilities over recovered ill-gotten wealth are terminated upon the
return to the PCGG of said properties, respondent APT returned to the PCGG the
1,004,230,000 shares of Oriental it earlier received, which is the subject of the instant
case. Thus, respondent APT contends that the questioned transfer of said shares is
now moot and academic.
Third, the term of existence of APT expired on December 31, 2000 pursuant to
Republic Act No. 8758. 2 4 However, on December 6, 2000, Executive Order No. 323 was
issued by then President Estrada creating the Privatization and Management O ce
(PMO) which essentially took over the powers, functions, duties, and responsibilities of
APT. Thus, PMO replaced respondent APT as party to the instant case.
Fourth, respondents Antonio Caguiat and Valeriano Fugoso reportedly passed
away.
On February 6, 2001, counsel of Antonio Caguiat led on account of Caguiat's
death an undated Motion to Withdraw as Counsel for Antonio Caguiat, 2 5 and prayed
that respondent Caguiat be dropped as party-litigant. Petitioners opposed said motion
as it should be properly addressed to the respondent court, for a party litigant who dies
during the pendency of a civil case is not automatically discharged from the case in
accord with Section 16, 2 6 Rule 3 of the 1997 Revised Rules of Civil Procedure. In the
Court's April 27, 2005 Resolution, 2 7 we required respondent Caguiat's counsel to
inform the Court of the names of the heirs of respondent Caguiat. In his May 31, 2005
Compliance, 2 8 said counsel submitted the names of respondent Caguiat's legal heirs.
On the other hand, respondent Valeriano Fugoso died on January 14, 2004 as
evidenced by his Death Certi cate. 2 9 In the Court's February 14, 2005 Resolution, 3 0 we
dismissed the instant case with respect to respondent Valeriano Fugoso.
The Issues
Petitioners raise the following issues for our consideration:
I

WHETHER THE PRESENT PETITION SHOULD BE DISMISSED FOR FORUM-

SHOPING AND RES JUDICATA.

II
WHETHER PRIVATE RESPONDENT ASSET PRIVATIZATION TRUST (NOW
PRIVATIZATION AND MANAGEMENT OFFICE) SHOULD REMAIN A PARTY IN
THIS ACTION.

III
WHETHER THE HONORABLE SANDIGANBAYAN ACTED WITHOUT OR IN EXCESS
OF JURISDICTION, OR WITH GRAVE ABUSE OF DISCRETION AMOUNTING TO
LACK OF JURISDICTION, IN DENYING THE ADMISSION OF THE AMENDED
COMPLAINT DATED 18 OCTOBER 1989.
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 A. WHETHER THE PROPOSED AMENDMENT SUBSTANTIALLY ALTERS
PETITIONERS' CAUSE OF ACTION.
B. WHETHER THE PROPOSED AMENDMENT WILL PREJUDICE
RESPONDENTS OR PLACE THEM AT A DISADVANTAGE.
C. WHETHER THE PROPOSED AMENDMENT SHOULD BE ALLOWED. 3 1

The Court's Ruling

Core issue of grave abuse of discretion
Petitioners strongly contend that respondent court gravely abused its discretion
amounting to lack or excess of jurisdiction in denying admission of their proposed
amendments. They argue that the proposed changes do not modify their cause of
action and neither do they prejudice respondents who will be given ample time to
answer considering that the trial of the instant case has not yet commenced. In
asserting that their cause of action remains the same, petitioners point out that the
proposed amendments do not change their allegations as the amendments only
detailed, ampli ed, and made in express terms the same alleged transactions that are
the subjects of the controversy and which were impliedly alleged in the original
complaint, citing Rubio v. Mariano. 3 2
Petitioners asseverate that in the interest of justice, and in consonance with the
spirit of the law, amendments to pleadings are allowed at any stage of the action to
avoid multiplicity of suits and, more importantly, to accord the parties to present the
real controversy for the proper determination of the parties' rights and the case
decided on the merits without unnecessary delay. Moreover, they point that in a line of
cases, this Court had favored amendments to pleadings, as the rules on them, which
are permissive in character, are liberally construed without regard to technicalities. 3 3
Petitioners rely on Sedeco v. Court of Appeals 3 4 and Paman v. Diaz 3 5 which applied the
liberality of the rules as regards admittance of amendments, and Marini-Gonzales v.
Lood 3 6 where we allowed admittance of amendments to the pleading despite the
result that it substantially altered the theory of the case, in furtherance of justice. Finally,
petitioners argue that the amended complaint will not prejudice nor place respondents
at a disadvantage as they will be accorded time to answer the amended complaint, and
thus can prepare su ciently for trial considering that the trial proper has not yet
commenced.
For their part, respondents countered that petitioners' proposed amendments
indeed constitute a substantial change of the cause of action. They aver that the
proposed amendments were pursued in order to delay the instant case since what have
been proposed could be well ventilated during trial with testimonial evidence and
proper representation.
The principal issue to be resolved in the instant action is whether the SB
committed grave abuse of discretion correctable by certiorari in denying the admission
of petitioners' proposed amended complaint.

We answer in the negative.

Trial court granted sound discretion in the admittance or denial of proposed
amendments to pleadings
The Revised Internal Rules of the SB does not provide for amendment of the
initiatory pleading. Thus, the pertinent provisions of the 1997 Revised Rules of Civil
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 Procedure apply in a suppletory manner.
Rule 10 of the 1997 Revised Rules of Civil Procedure shows how a pleading is
amended, thus:
SEC. 2. Amendments as a matter of right. — A party may amend his
pleading once as a matter of right at any time before a responsive
pleading is served or in the case of a reply, at any time within ten (10) days
after it is served.

SEC. 3. Amendments by leave of court. — Except as provided in the

next preceding section, substantial amendments may be made only upon
leave of court . But such leave may be refused if it appears to the court that the
motion was made with intent to delay. Orders of the court upon the matters
provided in this section shall be made upon motion led in court, and after notice
to the adverse party, and an opportunity to be heard. (Emphasis supplied.)

In the case at bar, the individual respondents had already led their respective
answers with the respondent court when petitioners led their motion for leave to
admit amended complaint. Thus, Sec. 3 squarely applies to the amended complaint and
hence, leave of court is required.
It is clear from the aforequoted Sec. 3 that the trial court is accorded sound
discretion to grant or deny the admission of any proposed substantial amendments to
a pleading, like a complaint as in the instant case. The rule expressly provides that the
proposed amendments are refused admittance if it appears that these are substantial
and were made to delay the case. Generally, where the trial court has jurisdiction over
the case, proposed amendments are denied if such would result in delay, 3 7 or would
result in a change of cause of action or defense or change the theory of the case, 3 8 or
are inconsistent with the allegations in the original complaint. 3 9
Are the proposed amendments substantial? Will the proposed amended
complaint result in delay?
The answer is in the affirmative.
The court a quo, in denying the amendment of the complaint, found that the
proposed amendments are substantial, and also took into consideration the possibility
of delay in the processing and adjudication of the case if the modi ed initiatory
pleading is allowed.
Proposed amendments are substantial
Petitioners wanted to incorporate the following amendments into a bid to show
details on how the 1.85 billion shares (second block) and the 2.5 billion shares (third
block) of Oriental were allegedly extorted by Marcos and his cronies through simulated
transactions and systematic abuse of power:
(a) With regard to the parties , petitioners wanted to insert John Does 4 0 as
defendants, and to highlight the capacity of plaintiffs as stockholders allegedly not
privy to the assailed transactions; 4 1
(b) The gargantuan amendments were proposed in the allegations
common to all causes of action where petitioners wanted to insert a historical
background and other allegations emphasizing that a large portion of plaintiff Oriental's
unsubscribed capital stock were allegedly taken illegally by Marcos and his cronies
through the initial issuance of 1 billion shares, and the subsequent issuances of an
additional 1.85 billion shares and 2.5 billion shares; 42
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 (c) In standing to sue , petitioners wanted to insert in paragraphs 3.02, 3.05,
and 3.07 some statements to emphasize their standing and right to recover what were
allegedly illegally taken from Oriental through duress or extortion; 4 3
(d) On the jurisdiction of the Sandiganbayan , petitioners wanted to insert
the statement that it is absurd to seek relief from the PCGG which is the adverse party;
44

(e) In the rst cause of action , petitioners wanted to add averments that
PCGG's claim over the subject shares based on Campos' a davit is illegal as Campos
did not own the shares; 4 5
(f) In the second cause of action , petitioners wanted to insert the
averment that E. Barcelon was remiss of his task to recover the subject shares by
unlawfully usurping the opportunity to acquire them at a bargain; 4 6
(g) In the third cause of action , petitioners wanted to add the averment
which is a mere reiteration of the proposed amendment in the rst cause of action that
Campos' a davit did not confer to PCGG or the Government ownership over the
subject Oriental shares; 4 7
(h) In the fourth cause of action , petitioners wanted to add the averment
of the PCGG's alleged consistent stance that Marcos unlawfully accumulated wealth by
confiscating businesses and taking undue advantage of his powers; 4 8
(i) In the fth cause of action , petitioners wanted to insert the averment of
the alleged nullity of the exchange of 2.5 billion Oriental shares with 2.5% interest in
Service Contract No. 14 allegedly admitted by the PCGG in the Racketeering In uenced
Corrupt Organizations case, that Oriental is one of the corporations controlled by
Rolando Gapud for Marcos. 4 9
The foregoing proposed amendments carefully considered the original
complaint, particularly the addition of defendants John Does or whoever succeeded
private respondents as O cers and Directors of the Board of Oriental, and the
proposed new factual allegations common to all causes of action. We agree with the
SB that the proposed amendments are substantial.
Proposed amendments will cause delay
Moreover, respondent court took into consideration the fact that the 19
defendants have already led their answers. To entertain the amended pleading will put
back the case to square one. Some or all the defendants may le motions to dismiss
anchored on grounds that spring from the new averments of the amended complaint.
Those dissatis ed with the rejection of their pleas for dismissal will le motions for
reconsideration which if denied may opt to elevate the issues to the Court of Appeals
(CA). If their petitions were denied by the CA, then they may decide to still ask this
Court to rule on their postulations. Without doubt, these proceedings will take years
and obnoxious delays will have set in.
Particular note should be taken of the inclusion of John Does as party-
defendants. Petitioners, upon knowing the identities of persons who replaced the
directors and o cers of Oriental, will ask for their addition as defendants. This joinder
of additional parties will further cause delay.
Even if the defendants will not resort to a motion to dismiss, some, if not all, will
surely ask motions for extensions of time to le their responsive pleading due to the
substantial and myriad details incorporated in the amended complaint. Again, a
prolongation of the events in a case will be experienced.
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 Moreover, the SB found that the real objective of petitioners in amending the
complaint is "to supply the missing or omitted date which omission had resulted in the
denial . . . of the petition for the issuance of the writ of preliminary injunction." In short,
what the court a quo found is that the whole exercise of amending the complaint is not
to correct or enhance the alleged ultimate facts in the original complaint but to supply
evidentiary support to their prayer for injunction. Although rebuffed several times,
petitioners may possibly reiterate their plea for the injunctive writ, now using the
modified averments in the complaint.
The Court agrees with the foregoing findings.
Sec. 1, Rule 8 of the Rules of Court is clear:
Section 1. In general. — Every pleading shall contain in a methodical
and logical form, a plain, concise and direct statement of the ultimate facts on
which the party pleading relies for his claim or defense, as the case may be,
omitting the statement of mere evidentiary facts.

Ultimate facts mean the important and substantial facts which either directly
form the basis of the plaintiff's primary right and duty or directly make up the wrongful
acts or omissions of the defendant. 5 0
On the other hand, eminent jurist Florenz Regalado elucidates that:
"Evidentiary facts" are those which are necessary to prove the ultimate fact
or which furnish evidence of the existence of some other facts. They are not
proper as allegations in the pleadings as they may only result in confusing the
statement of the cause of action or the defense. They are not necessary therefor,
and their exposition is actually premature as such facts must be found and drawn
from testimonial and other evidence. 5 1

It is clear from the many proposed changes in the complaint that said averments
pertain to evidentiary facts and are not essential components of the ultimate facts of
petitioners' complaint. This conclusion results from the admission of petitioners that
the "proposed amendments only detail[ed], ampli ed and made in express terms the
same wrong with respect to the same alleged transactions that are the subject of the
controversy." Being merely evidentiary facts, the proposed amendments then are
unnecessary to justify admission by the SB.
In the light of the foregoing considerations, the Court does not see how the SB
gravely abused its discretion in disallowing the amended complaint.
Such alleged error of judgment in denying the motion to admit amended
complaint cannot be considered as grave abuse of discretion correctable by certiorari.
Certiorari is not available to correct errors or mistakes in a tribunal's ndings and
conclusions of law and fact. Moreover, the denial of a motion to admit amended
complaint, being interlocutory, cannot be questioned by certiorari. It cannot be the
subject of appeal, until a final judgment or order is rendered. 5 2
The proper remedy against an order denying a motion to admit amendments to a
pleading is to continue with the trial and interpose the proper testimonial and
documentary evidence to prove ultimate facts that are supposed to be included in the
amended complaint. It is only in the presence of extraordinary circumstances evincing a
patent disregard of justice and fair play where resort to a petition for certiorari is
proper. 5 3
Petitioners still have other available remedies sans amendments
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 One last point. Petitioners are not entirely without an adequate remedy if their
only objective in amending the complaint is to provide details or ampli cation to their
allegations in the original complaint. On July 1, 2004, the rule on guidelines to be
observed by trial court judges and clerks of courts in the conduct of pre-trial and use of
deposition-discovery measures under A.M. No. 03-1-09-SC took effect. These
guidelines are enhancements of Rule 18 on Pre-trial.
In Rule 18 and in the pre-trial guidelines, the parties are required to submit pre-
trial briefs which should contain a summary of admitted facts and proposed stipulation
of facts and a list of documents or exhibits to be presented. 5 4 Petitioners can present
the details sought to be introduced in the original complaint by listing them as admitted
facts. If there are no admissions on these factual matters, then these details can be
proposed as stipulation of facts which will be scrutinized and discussed during the pre-
trial conference.
Again in the pre-trial guidelines, the parties are required to use the different
modes of discovery and deposition under Rules 23, 25, 26, 27, and 28 within ve (5)
days from the ling of the answer. 5 5 Petitioners can avail of written interrogatories
under Rule 25 to obtain information from respondents on the proposed amendments
or make use of the request for admission by adverse party under Rule 26 to procure
categorical answers under oath from the adverse party relating to the alleged details.
Moreover, the pre-trial brief has to identify all pieces of evidence to be presented
during trial whether parole, documentary, or object. These pieces of evidence will
certainly provide the details sought to be incorporated by petitioners in their amended
complaint.
Last but not the least important, the judge during the pre-trial conference is
tasked to nd out whether the pleadings especially the complaint and the answer are in
order. If not, then he can order the amendments if necessary. 5 6 If petitioners can show
to the satisfaction of the court based on the pieces of evidence they intend to present
that amendments to their complaint are in order, then the judge would issue the
appropriate order for the amendment of the complaint. Unlike the bare allegations of
petitioners in the amended complaint, during pre-trial, the probability of having said
amendments accepted are greater in view of the presentation of the pieces of evidence
before the Court to support the proposed changes in the complaint. Thus, everything is
not lost on the proposed amendments to the initiatory pleading as ample remedy is still
available during the pre-trial. In this light, the resort to the writ of certiorari is not
justified.
No Forum Shopping and res judicata
Respondents Hernandez, Roxas, and the PMO raise the issues of forum shopping
and res judicata in their comments, arguing that this petition be denied as petitioners
are guilty of forum shopping and that res judicata already applies. Said respondents
allege that the following cases were concealed by petitioners:
a. SEC Case No. 1690 and SEC Case No. 1708, Alex Realty, Celso Fernandez,
et al. vs. Oriental Petroleum, Yao Shiong Shio, et al.;
b. Civil Case No. 55427, RTC-Pasig, Oriental Petroleum, Yao Shiong Shio,
Oscar Manuel, et al. vs. PCGG and Fr. Barcelon;
c. Civil Case No. 88-14, RTC-Makati, Oriental Petroleum, Oscar Manuel, et al.
vs. PCGG, Fr. Barcelon, et al.;
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 d. SEC Case No. 3325, Erlinda Matic, et al., on behalf of Oriental Petroleum, et
al. vs. Fr. Barcelon, et al.;
e. SEC Case BB No. 168 and PED Case No. 87-0339;
f. SEC Case No. 3177 (CA-G.R. SP No. 15010), Oriental Petroleum, Teodoro
Hilado vs. Yao Shiong Shio, et al.;
g. SEC Case No. 00299, Simplicio Roxas, et al. vs. Oriental Petroleum, Yao
Shiong Shio, Oscar Manuel, et al.
As aptly countered by petitioners, this issue has not been raised in a motion to
dismiss in S.B. Case No. 0042 below. We therefore cannot entertain and resolve this
issue at this point as it is properly within the purview and jurisdiction of respondent
court SB to resolve. Indeed, the instant petition only assails the denial of petitioners'
proposed amended complaint.
Moreover, even if we delve into this issue, no pertinent and relevant parts of the
records of the above enumerated cases are presented to prove the existence of forum
shopping or the application of res judicata to bar S.B. Case No. 0042, and much less
the instant petition. The mere enumeration of the cases in different fora, whether yet
pending, resolved, or decided, cannot by itself vest upon us the right to determine a
violation of forum shopping or the existence of res judicata without competent
evidence of the relevant portions of the official records thereof.
Finally, the fact that Civil Case S.B. No. 0041 was dismissed or withdrawn upon
the instance of some of petitioners and the subsequent ling of the instant case in S.B.
Case No. 0042 in lieu of the other case cannot amount to forum shopping, as the Rules
allow the withdrawal of a complaint at the instance of the plaintiffs who are not
prejudiced thereby nor precluded from re-filing the same case or substantially the same
complaint absent any indication otherwise in the order or approval of the dismissal or
withdrawal of the complaint. Thus, Secs. 1 and 2 of Rule 17, 1997 Revised Rules of Civil
Procedure pertinently provide:
SECTION 1. Dismissal upon notice by plaintiff. — A complaint may be
dismissed by the plaintiff by filing a notice of dismissal at any time before service
of the answer or of a motion for summary judgment. Upon such notice being
led, the court shall issue an order con rming the dismissal. Unless otherwise
stated in the notice, the dismissal is without prejudice, except that a
notice operates as an adjudication upon the merits when led by a
plaintiff who has once dismissed in a competent court an action based
on or including the same claim .
SEC. 2. Dismissal upon motion of plaintiff. — Except as provided in the
preceding section, a complaint shall not be dismissed at the plaintiff's instance
save upon approval of the court and upon such terms and conditions as the court
deems proper. If a counterclaim has been pleaded by a defendant prior to the
service upon him of the plaintiff's motion for dismissal, the dismissal shall be
limited to the complaint. The dismissal shall be without prejudice to the right of
the defendant to prosecute his counterclaim in a separate action unless within
fteen (15) days from notice of the motion he manifests his preference to have
his counterclaim resolved in the same action. Unless otherwise speci ed in
the order, a dismissal under this paragraph shall be without prejudice . A
class suit shall not be dismissed or compromised without the approval of the
court. (Emphasis supplied.)
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 It is undisputed that on July 27, 1988, some of the herein petitioners led a
Notice of Dismissal in S.B. Case No. 0041 which was duly approved by the SB First
Division on July 28, 1988, which paved the way for the ling of the instant case also on
the same date of July 28, 1988, docketed as S.B. Case No. 0042. However, it has not
been shown that said approval has been issued with prejudice against petitioners
precluding them from the re- ling of substantially the same complaint. Thus, there is no
violation of forum shopping as regards the ling of the complaint in S.B. Case No. 0042
in lieu of the amendment of petitioners' complaint in S.B. Case No. 0041 which was
properly dismissed.
PMO as party-litigant
Anent the issue of whether PMO vice APT must continue to be a party-litigant, we
agree with petitioners that PMO has not shown that the assailed transfer of
1,004,230,000 shares of Oriental stocks from PCGG has indeed been mooted. PMO's
contention that it has returned the Oriental stocks transferred to it by the PCGG
pursuant to AO 241 is a mere self-serving assertion as no proof was shown that indeed
the questioned 1,004,230,000 shares of Oriental have been returned to PCGG.
Dismissal of S.B. Case No. 0042 as regards respondent Hernandez, Fugoso
and Caguiat
In consonance with our determination in and disposition of G.R. No. 101967,
respondent Eduardo F. Hernandez must be dropped as party-litigant in the instant case
as he had no participation in the conveyance of the 999 million Oriental shares. In G.R.
No. 101967, we found that:
The records disclose that petitioner [Hernandez] did not participate at any
time in the execution of the contract of sale between PCGG represented by Ramon
Diaz and the Barcelon/Ultrana Group represented by F. Barcelon. The contract
was duly executed and signed by Ramon Diaz and Fr. Barcelon with PCGG
director Jaime Ledesma as witness. The ndings of the Ombudsman show that
the negotiations between PCGG and Barcelon were "secret" and that the Oriental
stockholders were not informed of the ongoing negotiations.

There is no showing that petitioner Hernandez conspired and cooperated

with the other co-respondents. In fact as re ected in the minutes of the board
meeting of Oriental Corporation, when the sale was brought to the attention of the
board, Hernandez openly expressed his opposition to the sale of the subject
shares of stocks. (Annex B, Comment) The other directors were silent. The
Oriental Board did not approve the sale.

xxx xxx xxx

Petitioner Hernandez was part time president for only one year from April
1986 to April 1987. When Oriental accepted the proceeds of the sale, Hernandez
was no longer a board member and Pedrosa was already the president. When the
board of Oriental granted 100% stock dividends to stockholders in 1987,
Hernandez was neither President nor board member.

Accordingly, S.B. Case No. 0042 should be dismissed as regards respondent

Eduardo F. Hernandez.
In the Court's February 14, 2005 Resolution, 5 7 we dismissed the instant case
with respect to respondent Valeriano Fugoso who died on January 14, 2004. It is
undisputed that respondent Antonio Caguiat has likewise passed away per Compliance
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 58 led by petitioners informing the Court of respondent Caguiat's demise. Thus, in line
with our February 14, 2005 Resolution, we likewise dismiss the instant case with
respect to respondent Caguiat.
WHEREFORE, the petition is DISMISSED for lack of merit, and the March 21, 1990
Resolution and May 12, 1998 Order of the SB First Division are hereby AFFIRMED. S.B.
Case No. 0042 is DISMISSED with respect to respondents Eduardo F. Hernandez,
Valeriano Fugoso, and Antonio Caguiat. Let the SB continue with the hearing and
resolution of the case with dispatch. Costs against petitioners.
SO ORDERED.
Quisumbing, Carpio, Carpio-Morales and Tinga, JJ., concur.

Footnotes

1. Rollo, pp. 3-43.

2. Id. at 244. The Resolution was issued by Presiding Justice Francis E. Garchitorena
(Chairperson) and Associate Justices Regino C. Hermosisima, Jr. and Augusto M.
Amores of the First Division.

3. Id. at 179-243.
4. Id. at 276-277. The Order was issued by Associate Justice Sabino R. De Leon, Jr.
(Chairperson) and Associate Justices Narciso S. Nario and Teresita Leonardo-De Castro
of the Fourth Division.

5. Id. at 304-314.
6. Id. at 322-329.
7. Id. at 44-108.
8. Id. at 153-154; Sandiganbayan First Division June 22, 1989 Resolution.
9. Id. at 315.
10. Id. at 316.
11. Id. at 151-175.
12. Id. at 155.
13. Id. at 158-159.
14 Id. at 173-174.
15. Id. at 176-178.
16. Id. at 179-243.
17. Id. at 244.
18. Id. at 245-275.
19. Supra note 4.
20. Rollo, pp. 412-419.

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 21. Id. at 420-430.
22. Id. at 508-517.
23. "Amending Administrative Order No. 43, S. of 1987, entitled 'Authorizing the Asset
Privatization Trust to Dispose Off Properties Recovered by the Presidential Commission
on Good Government' and for Other Purposes."

24. "An Act Extending the Term of the Committee on Privatization and the Asset
Privatization Trust Amending for the Purpose Republic Act Numbered Seven Thousand
One Hundred Eighty-One, as Amended" (1999).
25. Rollo, pp. 657-661.
26. Sec. 16. Death of party; duty of counsel. — Whenever a party to a pending action dies,
and the claim is not thereby extinguished, it shall be the duty of his counsel to inform the
court within thirty (30) days after such death of the fact thereof, and to give the name
and address of his legal representative or representatives. Failure of counsel to comply
with this duty shall be a ground for disciplinary action.

The heirs of the deceased may be allowed to be substituted for the deceased, without
requiring the appointment of an executor or administrator and the court may appoint a
guardian ad litem for the minor heirs.
The court shall forthwith order said legal representative or representatives to appear and
be substituted within a period of thirty (30) days from notice.

If no legal representative is named by the counsel for the deceased party, or if the one so
named shall fail to appear within the specified period, the court may order the opposing
party, within a specified time, to procure the appointment of an executor or administrator
for the estate of the deceased and the latter shall immediately appear for and on behalf
of the deceased. The court charges in procuring such appointment, if defrayed by the
opposing party, may be recovered as costs.

27. Rollo, pp. 1113-1114.

28. Id. at 1117-1121.
29. Id. at 874.
30. Id. at 1122-1123.
31. Id. at 976.
32. No. L-30404, January 31, 1973, 49 SCRA 319.
33. Id.; citing Malayan Insurance v. Delgado Shipping, No. L-22811, May 19, 1966, 17 SCRA
176; Mendiola v. Tancinco, 109 Phil. 317 (1960); Cese v. GSIS , No. L-13581, 109 Phil.
305 (1960); Arches v. Villaruz, 102 Phil. 661 (1957); Dacanay v. Lucero, 76 Phil. 139
(1946).
34. No. L-41543, July 19, 1982, 115 SCRA 96.

35. G.R. No. 59582, August 26, 1982, 116 SCRA 125.

36. No. L-35098, March 16, 1987, 148 SCRA 452.

37. Lerman v. Reyes, et al., 103 Phil. 1027 (1958).
38. Torres v. Tomacruz, 49 Phil. 913 (1927).
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 39. Guzman-Castillo v. Court of Appeals, No. L-52008, March 25, 1988, 159 SCRA 220.
40. Rollo, pp. 181-182. Par. 1.14 reads: Defendants John Does are persons presently
unknown to plaintiffs who may have replaced some of the aforenamed individual
defendants as directors and/or officers of plaintiff Oriental at the time of the filing of
this amended complaint as well as all those who may succeed them as such directors
and/or officers during the pendency of this suit, with offices at c/o Oriental Petroleum
Corp., 7th Floor, Corinthian Plaza, Paseo de Roxas, Legaspi Village, Makati, Metro
Manila.
41. Id. at 184. Par. 1.23.2 reads: However, plaintiffs Vivian Locsin, Ramon Linan, Paz Fores,
Sixto Racelis have never been directors and/or officers of plaintiff Oriental since they
became stockholders thereof, nor were they privy to any of the corporate transactions,
occurrences or dealings subject hereof.
42. Id. at 184-206. The proposed amendments read:
2.01 In or about September 1969, Jose Ma. Barcelon, Alfredo C. Ramos and Isidro Fojas
separately and individually applied, pursuant to the Petroleum Act of 1949, for seventeen
(17) petroleum concessions, comprising 1,319,132.26 hectares, in the offshore areas of
Palawan. Their applications were favorably endorsed by the Director of Mines to the
Secretary of Agriculture and Natural Resources. Upon finding that the applications were
in order and the applicants qualified, the Secretary of Agriculture and Natural Resources
subsequently caused the application to be published in October 1969 in the Official
Gazette and a newspaper of general circulation pursuant to the Petroleum Act of 1949
as amended. The period of publication of the application expired without any objection
or adverse claim filed by any party, hence pursuant to Section 28 of the Petroleum Act "it
shall be conclusively presumed that no such adverse claim exists and thereafter no
objection from third parties on the granting of the concession shall be heard, and the
contract of concession shall be executed by the Secretary of Agriculture and Natural
Resources for the Republic of the Philippines."

2.02 On 22 December 1969, Oriental was incorporated for the purpose of exploring,
developing, financing, and acquiring all kinds of petroleum and mineral properties in the
Philippines.

xxx xxx xxx

2.02.2 The incorporators were Jose Ma. Barcelon, Alfredo Ramos, Vincent Recto and
Felipe Cruz, as majority stockholders, and Yao Shiong Shio and six (6) others as minority
stockholders. Recto, Jose Ma. Barcelon and Ramos, the Chairman, President and
Treasurer, respectively, controlled the Board and dictated important corporate actions,
policies and decisions of Oriental. Yao was just a minority in the Board and only the Vice
Chairman.

2.03 In view of the magnitude and scale of the business which the company was to
engage in, it was decided that it go public not raise the required capitalization.

xxx xxx xxx

2.03.2 On or about 24 March 1970, Oriental applied and was granted the right to publicly
sell its shares in the stock exchange.
2.04 Sometime in January and February 1970, Jose Ma. Barcelon, Ramos and Fojas
entered into separate exploration, exploitation and/or operating agreements with
Oriental, covering their respective individual petroleum concession applications, whereby
in consideration for Oriental's granting each of them an option to buy 250 million shares
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 of Oriental (exercisable within a period of 3 years) they waived any and all royalties and
benefits that may be due them under the said concessions.

2.04.1 At this time, notwithstanding full compliance with all the legal requirements and
the absence of any adverse claim or objection to the applications for petroleum
concessions, the contracts of concession were not acted upon by the governmental
authority concerned.

2.05 By then, Marcos had been well-entrenched in power. "During his twenty years as
President of the Philippines, Marcos controlled virtually all of the valuable assets of the
Philippine Government. These assets included money and real and personal properties
owned by the Philippine government and the Central Bank, entitlements to foreign
economic assistance including assistance from the United States and Japan, the right to
grant employment by the government of the Philippines under Marcos, the right to
decide who could do business in the Philippines, through the granting of licenses,
concessions, permits, franchises, and monopolies." (cf. par. 14, Complaint of the
Republic of the Philippines v. Ferdinand E. Marcos, et al., Case No. CV 86-3859-MRP (GX)
Central District Court of California, United States District Court).
2.05.1 In the 27 July 1970 Board of Director's meeting, Jose Ma. Barcelon, as the
underwriter, requested the Board of Oriental for authority to sell locally 1 billion of the 3
billion class "B" shares intended for sale abroad. Curiously, Jose Ma. Barcelon informed
the Board that he was not to receive any commission for the sale of the abovementioned
Class "B" shares. It was during the discussion of this unusual request that the Board
learned for the first time of the unilateral actions of Jose Ma. Barcelon and Ramos, as
concession applicants, in asking for Recto's intercession with Marcos to have the
concession contracts signed. Recto also informed the Board of Marcos' order to acquire
10% of Oriental's authorized capital stock equivalent to 1 Billion shares to his name
and/or his designated custodian. Yao, Cruz, Alejandro, Lichauco and others objected to
this arrangement but they were rebuked by Recto who warned them that Oriental will
suffer grave consequences to its business should they defy Marcos' order. Confronted
by a well grounded fear of an imminent and grave injury upon the corporation and their
own business, Yao, Cruz, Alejandro and Lichauco had no other alternative but to submit
the President Marcos' coercive acts.

2.05.2 In consequence of such threats and intimidation, Marcos unlawfully acquired one
(1) billion shares of stock of Oriental, documented as follows:
xxx xxx xxx

b) Second, the one (1) billion Class "B" shares were placed in the name of Star
Management, a corporation controlled by Recto. Instead of a subscription agreement
that required a 25% downpayment equivalent to P250,000.00 in cash and the balance
payable on call of Oriental's Board, a bill of sale was executed on 7 August 1970,
between J.M. Barcelon & Co. and Star Management calling for only a downpayment of
P100,000.00 and the balance within a one year period. While it was made to appear that
Star Management paid P100,000.00, the money actually came from Oriental itself. First,
it was made to appear in the records that Oriental paid Star Management P100,000.00
allegedly for services rendered, then Star Management paid Oriental the same
P100,000.00 as downpayment. Thus, there was no valid consideration as there was in
fact no intent that any consideration be paid at all.
xxx xxx xxx

The above-described documentation was designed to conceal not only the interests of
Marcos in Oriental but also the extortion perpetrated against Oriental
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 xxx xxx xxx
2.07 Additionally, in 1971, Oriental also undertook two (2) additional marine seismic
surveys, the results of which led Oriental to apply for eleven (11) petroleum exploration
concessions totaling about 668,000 hectares also in Northwestern Palawan. In October
5, 1971, these applications were approved for official publication.
xxx xxx xxx

2.08.1 With the declaration of Martial Law, the remaining 999 Million shares held by Star
Management were warehoused with Barcelon's Ultrana Minerals, a company
incorporated on 5 October 1970 and with a paid-up capital of only P50,000.
2.08.2 To document the transfer, a Deed of Conditional Sale was executed on 26
December 1972 by and between J.M. Barcelon & Co., Inc. as underwriter, and Ultrana,
both companies controlled by Barcelon, in conjunction with the following fraudulent and
fictitious transactions:
xxx xxx xxx

Again, there was neither lawful consideration and/or payment nor the intent that
valuable consideration be paid to Oriental although the Deed of Conditional Sale
provides that Ultrana was obliged to pay the par value of these shares and states that
Ultrana had made a downpayment of P100,000.00.
xxx xxx xxx

2.08.3 Likewise, the Deed of Conditional Sale (Annex "C") gave Ultrana one (1) year or up
to 29 December 1973, to pay the purchase price of the shares based on par value. When
the period above mentioned expired on 29 December 1973, no payment was made. The
sale should logically have been cancelled, but it was not.

2.09 On 19 February 1976, the companies with which Oriental entered into service
contracts pursuant to PD Nos. 87 and 782, struck oil.

2.09.1 In the morning of 21 February 1976, Yao, Cruz and Manuel, accompanied by
Recto, were summoned to Malacañang. After Manuel had reported on the events
surrounding the oil discovery, Marcos called Recto aside and talked to him privately. On
their way out of Marcos' office, Recto told Yao, F.F. Cruz and Manuel that Marcos
directed him to inform the Board of Oriental of his instructions that not only the original
1 Billion shares, (which by then amounted to only 999 Million shares in the custody of
Ultrana), be transferred to his assignees but also all of Oriental's unsubscribed shares of
stock. Shocked at this demand, Yao, F.F. Cruz and Manuel protested and told Recto that
they should not submit to such an illegal exaction but Recto said they had no other
alternative.

2.09.2 To prevent Marcos from grabbing all of the unsubscribed shares of Oriental, Yao,
Cruz, Ramos and the other directors agreed to have 800 million of the aforementioned
shares allocated to the directors, officers and employees of Oriental in recognition of
their loyalty and in compensation for their financial sacrifices in the company through
its dark years from 1971 to 1976.

2.09.3 On 10 March 1976, a special meeting of the Board was convened to formalize the
distribution of the 800 million shares. However, when Recto arrived he informed the
Board that Marcos would not accept any other arrangement, short of full compliance
with his demands. Recto informed the Board that Marcos had directed Gen. Fabian Ver
to personally supervise the documentation of the transfer and to report to him on the
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 compliance by the officers of Oriental. Marcos' instructions were to effect the immediate
transfer of these shares as follows:
xxx xxx xxx

To date, plaintiffs are not informed where the 150 million shares of the 2 Billion
unsubscribed shares went, but Marcos got only 1.85 billion.

2.09.4 During the 10 March 1976 meeting, Recto also advised the Board that Gen. Ver
had called to inform him that their lawyers had been instructed to coordinate with the
lawyers of Oriental and J.M. Barcelon & Co. (the underwriter) for the documentation of
the transfer.

The Oriental shares were then quoted at 10 to 15 centavos in the stock market and Yao,
Cruz and Roxas informed the Board that the arbitrary and unlawful transfer of the shares
at par, in the manner directed by Marcos, would cause grave prejudice not only to the
corporation but also the stockholders. But Recto warned them of the grave
consequences to the corporation and its business should they block the move. The
nation then was under martial law. The confluence of executive and legislative powers in
the Office of the President gave that office practically the powers of life and death on
every business. The circumstances permitted no other alternative. As a result of the
aforesaid unlawful acts, they were compelled to make a disproportionate exchange of
issues, giving up a bulk of Oriental shares practically for nothing.

2.10 To give the illegal acquisition of the shares a semblance of regularity, the following
simulated transfers of the 999 million shares (last held by Ultrana) and the 1.85 Billion
shares were effected. These were done pursuant to instructions by Marcos through his
agents sometime in March 1976. Thus, to make it appear that these transactions were
all done and executed before the oil strike of 1976, the following documents were made,
to wit:

2.10.1. Re: 999 Million Ultrana shares

i) It was made to appear, contrary to the truth, that on or about 29 January 1974 or 31
days after the expiration of the period for Ultrana to pay the balance of P9.8 Million
which expired on 29 December 1973, Ultrana had requested Oriental for extension of the
period for payment up to 24 December 1974 and had sought permission in the interim to
transfer its subscription rights thereon to Campos, Recto and Cesar Zalamea who are
known Marcos cronies.
ii) It was also made to appear, contrary to the truth, that on 25 November 1975, Campos,
Zalamea and Recto had waived their rights on the 999 million Ultrana shares and
instead had requested that the shares be transferred to Independent Realty and Recto as
aforesaid allegedly in consideration for a downpayment of 25% of the par value of those
shares.

iii) Lastly, it was made to appear, contrary to the truth, that it was after the oil strike,
specifically on 16 March 1976, that Ultrana assigned its 999 million shares to
Independent Realty and Recto.

Presently, only 162 million shares remain from that first block of shares, now in the
name of Independent Realty.
2.10.2 Re: 1.85 Billion Shares

i) It was made to appear, contrary to the truth, that on 26 November 1975, Oriental
approved the offer of Performance Investment, Mid-Pasig and Fabian Ver to acquire 1.85
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 billion Oriental shares at par supposedly because Oriental needed working capital for its
Reed Bank project, which capital allegedly could not be raised by selling Oriental's Class
"B" shares since these shares were at that time allegedly selling at below par. The actual
fact is that these shares were acquired through extortion by Marcos after the oil strike in
1976 and that the corporation did not receive any payment for their full value.
ii) It was made to appear, contrary to the truth, that Oriental as early as 21 November
1975 had sold the 1.85 billion shares to the Marcos cronies.

iii) The deed for Gen. Ver was dated November 1975 but acknowledged only on 16
March 1976 (after the oil strike).
Some undated subscription agreement between Oriental and Performance Investment
Corporation covering 1 billion shares prepared in March 1976 upon the direction of Recto
subsequently appeared to have been antedated to 21 November 1975.

iv) The aforesaid documents covering Marcos' acquisition of the 1.85 billion shares,
although made in 1976 were antedated to 1974 or 1975 and were all executed under
coercion and/or duress.

v) To date, the first and second blocks of shares are accounted for as follows:

xxx xxx xxx

2.11 Plaintiffs' participation in the aforesaid acts were done as aforestated under
compulsion and/or duress.

2.12 Re: Piedras Shares

i) Sometime in December 1978, Marcos directed Recto to exchange a 2.5% interest in
Service Contract No. 14 with 2.5 billion shares of Oriental. All shares in Oriental having
been fully subscribed at the time, Marcos ordered Recto to increase Oriental's
capitalization to P125 million by issuing 2.5 billion new shares. On 20 December 1978,
Oriental's Board, on Recto's insistence and warnings about the dire consequences to
Oriental and to its directors of defying Marcos, was compelled, against its will and
contrary to the dictates of its business judgment, to issue several resolutions to comply
with Marcos' instructions.

ii) Anticipating that the shareholders would question the exchange, since Oriental shares
were then being traded at above par value, defendant Hernandez sought an opinion from
the Securities and Exchange Commission ("SEC") as to the question of preemptive
rights.
iii) On 17 January 1979, three days before the stockholders' meeting, the Board of
Oriental met and was presented with the SEC opinion, stating that "the stockholders have
no preemptive rights over the proposed increase since the same would be utilized to
purchase a specific property".
iv) At the 1979 stockholders' meeting, the Board and management were subjected to a
lot of questions regarding, among others, the identity of the mysterious owner of the
2.5% interest represented by Rolando C. Gapud, the economics of the swap and the SEC
opinion on preemptive rights. Thereafter, several minority stockholders filed a suit with
the SEC questioning the matters taken up during the meeting. Subsequently, the SEC
ruled in favor of Oriental and the exchange of the 2.5% in Service Contract No. 14 for 2.5
billion shares was affected.

Piedras Petroleum was identified as the mysterious owner of the 2.5% interest. On 6
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 December 1979, Rolando C. Gapud, Marcos' factotum and financial adviser, was elected
to the Board and installed as President of Oriental.
2.12.1 The aforementioned Piedras transactions were clearly in derogation of law. Not
only were these transactions unilaterally imposed upon Oriental, it appears, moreover,
that the 2.5% interest in Service Contract No. 14 in exchange for which the 2.5 billion
new shares were transferred to Piedras Petroleum, belonged to the government which
were transferred to Piedras Petroleum without any lawful consideration. The PCGG later
recognized the infirmity of the Piedras transactions, as stated in its letter to Oriental
dated 18 March 1987 announcing its decision to effect mutual restitution between
Oriental and the Government.

2.12.2 However, the PCGG's decision, per its letter to Oriental dated 18 March 1987,
effect mutual restitution between the Government and Oriental, has remained
unimplemented on the flimsy excuse that the PCGG would, as represented by defendant
Hernandez, lose P6 Million instead of gaining from such restitution. In reality, however,
the PCGG's refusal was merely a ploy to further perpetuate the PCGG's control of
Oriental.

2.12.3 Over the years, Piedras has likewise received substantial cash dividends.
2.13 Piedras acquisition of 2.5 billion Oriental shares in exchange for the 2.5% interest of
the government in Service Contract No. 14 is an illegal transaction, since Piedras illegally
acquired the aforesaid shares of the government.

xxx xxx xxx

2.14.1 Presently, these shares constitute around 36% shares of the capital stock of
Oriental sufficient to perpetuate the PCGG and its nominees or confederates' control of
Oriental.

2.14.2 Plaintiffs cannot be estopped from asserting their rights and recovering the
aforesaid shares taken from them through extortion, since estoppel is to be applied only
against wrongdoers, not against the victims of the wrong.

xxx xxx xxx

2.17 On the basis of a letter report dated April 9, 1986 by Barcelon to then PCGG
Chairman Salonga, . . .

2.17.1 . . . This was after Minister Salonga received E. Barcelon's 14 April 1986 letter
offering to buy for his group, later identified by E. Barcelon in his 12 May 1986 letter to
PCGG Comm. Ramon Diaz as the Barcelon-Ultrana group, the sequestered shares of
Oriental. In his letter, Barcelon offered to buy for his group 2.9 billion Class "B" shares, at
P0.01 per share, since these shares were allegedly "underhandedly taken away from our
group by the Marcos cronies". Further, E. Barcelon stated in his letter that "we had rights
to these shares in the name of Ultrana Minerals Corp. but Mr. Marcos ordered these
shares sold to them at subscription price in 1976." E. Barcelon informed the PCGG that
"they should receive P32.5 million within the next three weeks", or as soon as they can
take over the majority in the management of the corporation during the 30 April
Stockholders' meeting. Copies of the 10 and 14 April 1986 sequestration orders are
attached hereto as Annexes "D" and, "E", respectively.
xxx xxx xxx
2.20 . . . .

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 On 13 April 1987, the PCGG advised Oriental that it would vote 4.7 billion sequestered
shares during the 30 April 1987 meeting, "pending final adjudication by the
Sandiganbayan of the ownership and disposition of the aforesaid sequestered shares."
xxx xxx xxx

2.20.2 On 2 August 1987, the sequestration orders of the PCGG covering the shares in
Oriental were automatically lifted, by virtue of Section 26, Article XVIII of the 1987
Constitution, . . .

xxx xxx xxx

b) Now, PCGG claims, that by virtue of the affidavit of J.Y. Campos, it has become the
owner of the shares.
43. Id. at 212-214. The proposed addition to par. 2.02 reads: . . . including individual
plaintiffs i.e., Locsin, Linan, Fores and Racelis. The right of the corporation to recover its
property which was unlawfully taken from it either through duress or extortion or in
contravention of public policy cannot be disputed. The same is true with plaintiff
stockholders.
The proposed insertion in par. 3.05 reads: . . . Additionally, Oriental is unduly deprived of
its property which it intends to sell at market value to finance its present operations. . . .

The proposed insertion in par. 3.07 reads: . . . and belatedly, J.Y. Campos' affidavit
which did vest ownership in the PCGG or the Government.

44. Id. at 216. The proposed insertion in par. 3.08.4 reads: Thus, it would be absurd for
plaintiffs to seek relief from the PCGG, at the first instance, since the PCGG would be the
adverse party and judge at the same time. In any event, plaintiffs, have repeatedly made
representations with the PCGG and the Solicitor General for the restitution of the ill-
gotten shares subject hereof to Oriental.

45. Id. at 221. The proposed additions are:

4.06 The PCGG's claim of dominion over the shares on the basis of the Campos'
affidavit is likewise illegal:
a) The affidavit did not transfer ownership of the Oriental shares to the PCGG or the
Government.

b) Campos did not own the shares, hence, could not lawfully convey them to the PCGG
or to anyone for that matter. Neither has the defendant corporation of Marcos have any
right to transfer these shares which were acquired unlawfully through extortion.

46. Id. at 222. The proposed insertion in par. 5.03.2 reads: E. Barcelon who was tasked to
recover those shares for the benefit of and in behalf of Oriental and its stockholders in
general, has breached his fiduciary duty by unlawfully usurping, with the use of the so-
called Barcelon-Ultrana Group, this corporate opportunity at a tremendous bargain.
47. Id. at 223.
48. Id. at 224. The proposed addition reads:
7.04. In fact, since its creation in 1986, the PCGG has consistently maintained that
Marcos, from the early years of his presidency, had "confiscated businesses" and taken
"undue advantage of his powers as President" to accumulate ill-gotten wealth in all
forms of businesses in the Philippines including all or substantially all oil companies in
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 the Philippines. This position is evident in the pleadings of the Government on file with
this Honorable Court in the various ill-gotten wealth cases filed by it and recently in its
RICO case against Marcos in the United States, i.e., Case No. CV 86-3859-MRP (GX)
pending with the United States District Court for the Central District of California.
49. Id. at 225. The proposed insertion in par. 8.03 reads: The "exchange" . . . is void ab
initio. Likewise, this fact is well admitted by the PCGG in its aforementioned RICO case
against Marcos in which it listed Oriental as one of the corporations controlled for him
by Rolando Gapud.
50. Alzua v. Johnson, 21 Phil. 308 (1912).
51. I F. Regalado, REMEDIAL LAW COMPENDIUM 169-170 (9th revised ed., 2005).
52. Santiago Land Development Co. v. CA, G.R. No. 103922, July 9, 1996, 258 SCRA 535.
53. Tribiana v. Tribiana, G.R. No. 137359, 13 September 2004, 438 SCRA 216.
54. PRE-TRIAL GUIDELINES, Rule 18, Secs. 2 (b) & 6 (b).
55. Id., No. 1, A, Item 1, Sub-item 1.2.
56. Id., Letter (c), No. 5, A on Civil Cases.
57. Supra note 30.
58. Rollo, pp. 582-583.

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