Note: Batjak clearly wanted the three mills returned, stating as basis the

NATIONAL INVESTMENT AND DEVELOPMENT CORPORATION VS. AQUINO fact that the voting trust agreement ended, so NIDC must return Batjak’s
(G.R. No. L-34192, June 30, 1988) assets.

DOCTRINE: A voting trust agreement, confers to the trustee only voting rights, LOWER COURT
separated from the other rights of a stockholder over his shares.
 Batjak filed an exparte motion for mandamus, to return the three mills,
FACTS and the CFI judge issued a restraining order preventing NIDC from doing
anything to the three mills. Hence this petition.
 Batjak (Basic Agricultural Traders Jointly Administered Kasamahan)
manufactures coconut oil and copra cake for export. In 1965, their financial ISSUE
condition deteriorated to the point of bankruptcy.
WON Batjak has a right to recover the three mills from NIDC because their Voting
Trust Agreement had expired? NO.
 Batjak mortgaged its three coco-processing mills to several private banks.
In need of additional operating capital, Batjak applied to PNB for additional
HELD
financial assistance.
 The SC ruled in favor of NIDC.
 PNB’s Board of Directors approved the request, one of the conditions is:
o That a voting trust agreement for five years over 60% of the  It is clear that the mortgages over the three mills were foreclosed by PNB,
outstanding paid up and subscribed shares shall be executed by NIDC acquired the mills, and Batjak failed to exercise its right of
Batjak’s stockholders in favor of NIDC. redemption. Thus, the mills rightfully belong to NIDC.
Note: NIDC was a wholly-owned PNB subsidiary, it’s the reason why
they’re part of this case.
 What was assigned to NIDC was ONLY the power to vote the shares of
stock of the stockholders of Batjak, representing 60% of Batjak’s OCS.
 Forced by the insolvency of Batjak, PNB instituted extrajudicial foreclosure Nowhere in the agreement is mention made of any transfer of Batjak’s
proceedings against the three oil mills of Batjak. PNB bought the two mills assets to NIDC.
at auction and the third was bought by NIDC. PNB transferred the two mills Note: NIDC was a mere trustee, who only acquired voting rights.
to NIDC. Hence, NIDC now owned all three mills.
 The acquisition by PNB-NIDC of the properties was not made under the
 Three years later, Batjak sent a letter to NIDC asking if they would like to capacity of a trustee but as a foreclosing creditor for the purpose of
renew the Voting Trust Agreement between them. Batjak sent another recovering on a just and valid obligation of Batjak.
letter a month after stating that they safely assume NIDC was no longer
interested in renewal of the agreement.
PETITION GRANTED
 Batjak then requested the turn-over and transfer of all Batjak assets,
properties, management, and operations. NIDC replied and refused to
comply with Batjak’s demands.