Republic of the Philippines

HOUSING LAND USE AND REGULATORY BOARD

Region XI
Ecoland, Davao City

BAGONG HULAGWAY RELOCATION HLURB (SMR) CASE NO.

ASSOCIATION IN. REPRESENTED BY HOA-07-30-19-092
MIGUELA ORIG
Complainant,

-versus-
FOR: CANCELLATION AND
REVOCATION OF HLURB
REGISTRATION
BAGONG HULAGWAY RELOCATION
ASSOCIATION IN. REPRESENTED BY
SONIA ABRIO AND ANALOU SABEROLA
Defendants.
x---------------------------------------------------------------x

ANSWER

The RESPONDENTS through the undersigned counsel respectfully

allege:

NATURE OF THE COMPLAINT LODGED

AGAINST THE RESPONDENTS

This is a complaint against the respondents for revocation and

cancellation of HLURB Registration No. 21057.

Revocation and Cancellation of HLURB Registration 1

 FACTUAL ANTECEDENTS

1. The Bag-Ong Hulagway Relocation Association Inc. were issued

titles before the Registered of Davao City in 1971. Hereto
attached and marked as Annex “1” to “1-E”, the Torrens tile
in the name of the Association.

2. From the time the subject landholdings were in the name of

BHRAI, the complainant MIGUELA ORIG, and her officers were
not in actual possession of the area. Worst, meetings were
held in Piapi Boulevard and not in Buhisan, Tibungco, Davao
City.

3. From 1971 up to the filing of this case, the respondents and

their predecessors in interest are in actual possession of the
area. They have been members of the Bag-Ong Hulagaway
Relocation Association, Inc. since 1994. It was registered in
1994.

4. On September 28, 2018, the Securities and Exchange

Commission issued a Certification certifying, to quote:

“THIS IS TO CERTIFY that a verification on the available

records of BAG-ONG HULAGWAY RELOCATION ASSOCIATION,
INC., with SEC Registration No. DN094000234 appearing on
SEC’s online database shows that Certificate of Registration
was REVOKED on November 3, 2003 pursuant to Revocation
Order dated September 30, 2003 xxxx

5. Hereto attached and marked as Annex “2”, the Certificate of

Revocation issued by the SEC;

6. On September 2, 2018, Ricarda G. Deocampo, the Secretary of

the revoked association issued a Secretary’s Certificate that
there was a meeting held at 2nd Floor Mabelin Building, Piapi
Boulevard, Davao City authorizing MIGUELLA ORIG, to sell,

Revocation and Cancellation of HLURB Registration 2

 convey, alienate the Torrens Title issued in the name of BAG-
ONG HULAGWAY RELOCATION ASSOCIATION, INC. Hereto attached

and marked as Annex “3’, the secretary’s certificate.

7. In the Secretary’s Certificate, the following are clearly

manifested:

a. The meeting was held in Piapi Boulevard which

is not the address of the Bag-Ong Hulagway
Relocation Association. The truth is the
Association is located at Purok 6, Km 20
Buhisan, Tibungco, Davao City;

b. The SEC Registration No. DN094000234 used

by the Secretary is the same number which is
the revoked SEC Registration of BHRAI as per
SEC Certification;

c. The said certificate was subscribed in General

Santos City before Atty. Rowena D. Cia.

8. The Complainant signed a Deed of Absolute with blank date in

2018 but was acknowledged before Atty. Rowena D. Cia on
November 23, 2018. Hereto attached and marked as Annex
“4”, the Deed of Absolute Sale.

9. The sale was without consent and knowledge of the members.

In November 2018, the respondents and other occupants were
alarmed by the action of the KTC Container Terminal
Corporation in fencing the whole area.

10. Worst, the other occupants were forcibly evicted without a

court order. The complainant and her other officers were

Revocation and Cancellation of HLURB Registration 3

 responsible for the destruction of houses and plants. We
reserve to present the video to show the actual footage.

11. Prejudiced by their action, the respondents and the actual

occupants of the area decided to form a neighborhood
association to protect their possession in the subject
landholding;

12. Upon compliance of the requirements, the Housing Land Use

and Regulatory Board issued the Certificate of Registration.

13. Since 1950 up to the present, the respondents, its members

have been in actual possession of the land titled to Bag-ong
Hulagway Relocation Association, Inc.

14. Due to the fact that the SEC registered BHRAI was already
revoked, and since they are the actual possessors, and to
protect their rights as possessor, they decided to form a
neighborhood association and registered it before the HLURB;

15. Registration of the BHRAI before the HLURB was made in

good faith and not coupled with malice and deceit.

16. Worst, the complainants, the actual members and officers,

occupants and residents were harassed, illegally demolished by
the respondents. Hereto attached and marked as Annex “5”,
the USB containing the police blotters, pictures, videos which
would prove the conspiracy of the respondents.

Revocation and Cancellation of HLURB Registration 4

 ISSUES AND DISCUSSIONS

THE RESPONDENTS DID NOT MAKE

ANY MISREPRESENTATION BEFORE
HLURB THAT THE SEC NO.
DN094000234 WAS REVOKED

There was no misrepresentation made by the respondents as there

was Certification issued by the Securities and Exchange Commission
(SEC) that SEC Registration No. DN094000234 was already REVOKED.
Moreover, BHRAI registered before the HLURB has been transacting
business in relation to the purpose for which they are organized,
that is being a homeowners association. Besides, the respondents
did not transact business in representation of BHRAI with SEC Reg.
No. DN094000234.

Revocation of the corporation has an effect of dissolution.

Dissolution is a condition of law and fact which ends the capacity of
the corporate to act as such, and necessitates a liquidation and
extinguishment of all legal relations existing in respect of corporate
enterprise. Once a corporate franchise is revoked, the corporation
franchise is dissolved. The re-registered corporation is a newly
registered corporation.

IN SEC-OGC Opinion N. 09-24, July 28,2009 addressed to Esguerra

and Blanco Law office, it opined that once a corporation franchise
is revoked, the corporation is dissolved. In short, the effect of the
Order of Dissolution is AUTOMATIC. (SEC-OGC No. 06-01, January 5,
2006 addressed to Eliseo A. Fernandez).

Revocation and Cancellation of HLURB Registration 5

Memorandum Circular No. 21 Series of 2013 (Omnibus Guidelines
and procedures in the use of Corporate and Partnership Names)
provides:

“Upon approval of the re-registration, the

certificate of registration to be issued to the new
corporation shall indicate its new SEC Registration
number and pre-generated TAX ID- as confirmation
that the same is separate and distinct entity for the
dissolved or revoked corporation.”

There is a general rule, no juridical personality after dissolution. If

there is, it is only a juridical personality to serve but one purpose-
for all transactions pertaining to liquidation, culminating in the
disposition and distribution of the dissolved corporation’s remaining
assets. Any matter entered into that is not for the purpose of
liquidation will be a void transaction because of the non-
existence of the corporate party. (SEC Opinion NO. 09-31 dated
09 December 2009 addressed to Ms. Liza G. Bautista citing SEC
Opinion 33-03 dated June 2003 addressed to Atty. Teresita A.M.
Villaruz.)

GRANTING ARGUENDO THERE WAS

LIFTING OF THE REVOCATION, IT
DID NOT AUTOMATICALLY REVIVE
THE REVOKED ASSOCIATION.

The lifting of Revocation did not give rise to automatic revival of

registration. The Revoked association must apply for a new
registration using the same name.

Memorandum Circular No. 6 Series of 2015 echoes the separate and

distinct status of the dissolved corporation of the re-registered
corporation. Thus, it is clear that the re-registered corporation shall

Revocation and Cancellation of HLURB Registration 6

be considered as a separate and distinct entity from the corporation
and similar name that preceded it.

THAT SEC REGISTRATION NO.

DN94000234 WAS REGISTERED
AHEAD THAN HLURB REGISTRATION
NO. 21057 IS IMMATERIAL AND
IRRELEVANT

The registration of association is not a competition nor it is a

contest. The complainant, the officers of BHRAI Registered before
SEC does not own the name Bagong Hulagway Relocation
Association, Inc.. When it was revoked by the Securities and
Exchange Commission, it ceased to be a body corporate. It loses its
name. Glaring from the Articles of Incorporation and By-laws of the
Complainant, it seems that they owned the association because
from the time of its registration in 1994 up to the filing of this
instant complaint, the officers are still the same.

Alleging that respondents are not members of the BHRAI registered

before the SEC nor apply for membership is not an issue here. The
very issue here is whether or not the BHRAI registered before the
SEC can prevent the BHRAI registered before HLURB from carrying
out its responsibilities. The answer is in the negative.

If the complainant found the BHRAI registered before the HLURB as

disqualified, it must have filed a Quo Warranto Proceedings but not
a revocation before the HLURB.

The respondents when they applied for registration complied all the
requirements. It would be a violation of its right when the
oppositor, at its whims and caprices request for its cancellation and
revocation for using prior and existing corporate name.

Revocation and Cancellation of HLURB Registration 7

All told, the revocation of BHRAI in 2003 had the effect of
automatic dissolution. Hence , BHRAI did not exist anymore. There
is no deception because the registration was granted by different
agency and its purpose is different. There is no conflict at all.

It would have been otherwise, if the complainant registered its

association before the HLURB and not before the SEC in 1994 and in
2019, the HLURB granted the same registration to existing name.
But it was not. There is no double registration. No deception, no
misrepresentation and deceit. All of these are just presumptions of
the complainant.

WHETHER OR NOT THE HLURB CAN

ISSUE A CEASE AND DESIST ORDER
AGAINST THE RESPONDENTS

The allegations of the complainant are malicious lie. There was no

intent of the respondents to claim the properties of the
complainant. The respondents merely claimed as possessor of the
subject land owned by BHRAI as they are the ACTUAL OCCUPANTS
of the area.

The complainant cannot seek the redress from HLURB as they are
not registered with HLURB. They cannot use the provisions under
Rule 17 of IRR of RA 9904 because the HLURB has no jurisdiction
over their association. They are registered with SEC as they
claimed, so they must seek protection from the agency that
registered them.

Revocation and Cancellation of HLURB Registration 8

 PRAYER

WHEREFORE, It is respectfully prayed to this Honorable Office to

refer this complaint to the proper agency or court. Further praying
that Cease and Desist order shall be denied.

Other reliefs equitable under the premises are likewise prayed for.

This 25 day of September, 2019, at Davao City, Philippines.

SONIA ABRIO ANALOU SABEROLA

Assisted by:

ATTY. GILDA S. MAHINAY, MA Econ.

Counsel for the Respondents
PTR No. 2470304/January 8, 2019
IBP No. 068212/ January 10,2019
Roll No. 70474
MCLE (on process)
Block 11, Lot 20, Dominica St., Solariega Plantacion, Talomo,
Davao City
09019-863-9226/ 0906-624-8650
“Every nation has a Messenger and when their Messenger
comes everything is decided between them justly. They are not
wronged.” (Surah Yunus, 47)

VERIFICATION AND CERTIFICATION OF NON-FORUM SHOPPING

Revocation and Cancellation of HLURB Registration 9

WE, SONIA ABRIO, AND ANALOU SABEROLA, after having been duly sworn in
accordance with law, hereby depose and state:

1. WE have caused the preparation and filing of the foregoing Complaint;

2. WE have read and understood the contents thereof;

3. The allegation therein are true and correct based on our personal
knowledge and authentic records;

4. We have not theretofore commenced any other action or proceeding

involving the same issues in the Supreme Court, the Court of Appeals
and any other agency.

5. That if we should thereafter learn that similar action or proceeding

have been filed or is pending before the Supreme Court, Court of
Appeals, or any other tribunal or agency, we will undertake to report
such fact within five (5) days therefrom.

IN WITNESS WHEREOF, I hereunto set my hand this 25 th day September 2019, at

Davao City, Philippines.

SONIA ABRIO ANALOU SABEROLA

SUBSCRIBED AND SWORN to before me in Davao City, Philippines, this 18th day
of Mar, 2019 the affiant exhibiting before me his/her Community Tax
Certificate No. 563480 issued on January 3, 2019 at Davao City, Davao del Sur,
Philippines.

ATTY. GILDA S. MAHINAY, MA Econ.

Counsel for the Respondents
PTR No. 2470304/January 8, 2019
IBP No. 068212/ January 10,2019
Roll No. 70474
MCLE (on process)
Block 11, Lot 20, Dominica St., Solariega Plantacion, Talomo,
Davao City
09019-863-9226/ 0906-624-8650
“Every nation has a Messenger and when their Messenger
comes everything is decided between them justly. They are not
wronged.” (Surah Yunus, 47)

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2019

Revocation and Cancellation of HLURB Registration 10