Guarin vs. Limpin

A lawyer who files and certifies a General Information Sheet containing false information—such as listing a person as a stockholder, chairman, and president despite no showing of stock ownership or valid election—violates Canon 1 and Rule 1.01 of the Code of Professional Responsibility, and a lawyer who allows corporate directors and officers to be appointed contrary to the Corporation Code violates Rule 1.02; suspension from practice is the proper sanction.

Arcatomy S. Guarin had been employed within the Legacy Group of Companies, including as Chief Operating Officer and thereafter as President of OneCard Company, Inc., while Atty. Christine A.C. Limpin served as Corporate Secretary of Legacy Card, Inc. (LCI), another corporation in the same group. The dispute implicated the General Information Sheet required by the Securities and Exchange Commission and the Corporation Code provisions governing the election of directors and officers. The case also arose against the backdrop of pending criminal complaints involving LCI's directors and officers, including Guarin and Limpin.

In 2004, Arcatomy S. Guarin was hired by Mr. Celso G. de los Angeles as Chief Operating Officer and thereafter as President of OneCard Company, Inc., a member of the Legacy Group of Companies. He resigned from his post effective August 11, 2008 and transferred to St. Luke's Medical Center as Vice President for Finance. Atty. Christine A.C. Limpin was the Corporate Secretary of Legacy Card, Inc. (LCI), another corporation under the Legacy Group.

On November 27, 2008, Atty. Limpin filed with the Securities and Exchange Commission a General Information Sheet (GIS) for LCI for "updating purposes." The GIS listed Guarin as a stockholder, Chairman of the Board of Directors, and President. On December 18, 2008, amid allegations of anomalous business transactions and practices, LCI applied for voluntary dissolution with the SEC.

On July 22, 2009, Guarin filed a complaint with the Integrated Bar of the Philippines Commission on Bar Discipline (IBP CBD). He claimed that Atty. Limpin violated Canon 1 and Rule 1.01 of the Code of Professional Responsibility by knowingly listing him as a stockholder, Chairman of the Board, and President of LCI when she knew he had already resigned and had never held any share, nor was he elected as chairperson of the board or president of LCI. He further alleged that he never received any notice of meeting or agenda where his appointment as Chairman would be taken up, and that he never accepted any appointment as Chairman and President of LCI.

Atty. Limpin admitted that she filed the GIS listing Guarin as a stockholder, Chairman of the Board, and President of LCI. She argued that the GIS was provisional to comply with SEC requirements and would have been corrected in the future, but LCI filed for voluntary dissolution shortly thereafter. She averred that the GIS was made and submitted in good faith and that her certification served to attest to information from the last board meeting held on March 3, 2008. She asserted that Guarin knew he was a stockholder. According to Atty. Limpin, on October 13, 2008, she sent Guarin a text message asking him to meet with her so he could sign a Deed of Assignment concerning shareholdings; Guarin responded affirmatively and said he would meet her on Friday, October 17, 2008, but he did not appear. On the strength of Guarin's positive reply, Atty. Limpin filed the GIS on November 27, 2008. To belie the claim that LCI never held any board meeting, she presented Secretary's Certificates dated May 16, 2006, May 22, 2006, and June 13, 2007 bearing Guarin's signature. She also stated that there were pending criminal complaints against LCI's directors and officers, where she and Guarin were co-respondents in Senator Roxas, et al. vs. Celso de los Angeles, et al. and SEC vs. Legacy Card, Inc.; in those proceedings, Guarin raised as a defense that the November 27, 2008 GIS was spurious and/or perjured. She averred that the Court had held that when a criminal prosecution based on the same act charged is still pending, administrative disciplinary proceedings for the same act must await the outcome of the criminal case to avoid contradictory findings. During the mandatory preliminary conference, however, both parties stipulated that the complaint filed by Senator Roxas was dismissed as to Guarin. Finally, Atty. Limpin contended that Guarin failed to present sufficient evidence to warrant disbarment, and that merely presenting the GIS did not constitute proof of unethical conduct, harassment, or malpractice.

The IBP CBD later found that Guarin was never a stockholder of LCI, making him ineligible to be a member of the board of directors. It also found no proof that Guarin acted as President of LCI; he was a mere signatory of LCI's bank accounts. This made Atty. Limpin's verified statement untrue. The IBP CBD further noted that only Mr. Celso de los Angeles had the authority to appoint or designate directors or officers of Legacy, and that Atty. Limpin was aware this procedure was not legally permissible; despite knowing it was irregular, she allowed herself to be dictated upon and falsely certified that Guarin was a stockholder, chairman, and president of the company. The Secretary's Certificates bearing Guarin's signature were of no moment because they merely showed that Guarin acceded to become a signatory of bank accounts, not that he was a stockholder.

• Violation of Canon 1 and Rule 1.01: Guarin argued that Atty. Limpin violated Canon 1 and Rule 1.01 of the Code of Professional Responsibility by knowingly listing him as a stockholder, Chairman of the Board, and President of LCI when she knew he had already resigned and had never held any share, nor was he elected as chairperson or president of LCI.
• No Notice or Acceptance of Corporate Office: Guarin maintained that he never received any notice of meeting or agenda where his appointment as Chairman would be taken up, and that he never accepted any appointment as Chairman and President of LCI.

• Good Faith and Provisional GIS: Atty. Limpin admitted filing the GIS listing Guarin as a stockholder, Chairman of the Board, and President, but argued that the GIS was provisional to comply with SEC requirements and would have been corrected in the future; it was made and submitted in good faith.
• Certification Based on Last Board Meeting: She averred that her certification served to attest to information from the last board meeting held on March 3, 2008.
• Guarin Knew He Was a Stockholder; Deed of Assignment: She asserted that Guarin knew he was a stockholder; on October 13, 2008, she sent him a text message asking him to meet so he could sign a Deed of Assignment concerning shareholdings, and although he agreed to meet on October 17, 2008, he did not appear; on the strength of his positive reply, she filed the GIS on November 27, 2008.
• Secretary's Certificates: To belie the claim that LCI never held any board meeting, she presented Secretary's Certificates dated May 16, 2006, May 22, 2006, and June 13, 2007 bearing Guarin's signature.
• Pending Criminal Complaints: She stated that there were pending criminal complaints against LCI's directors and officers, where she and Guarin were co-respondents, and that Guarin had raised as a defense that the November 27, 2008 GIS was spurious and/or perjured; she averred that administrative disciplinary proceedings for the same act must await the outcome of the criminal case to avoid contradictory findings.
• Insufficient Evidence: She contended that Guarin failed to present sufficient evidence to warrant disbarment, and that merely presenting the GIS did not constitute proof of unethical conduct, harassment, or malpractice.

• False Certification in the GIS: Whether Atty. Limpin violated Canon 1 and Rule 1.01 of the Code of Professional Responsibility by filing and certifying a General Information Sheet that listed Guarin as a stockholder, Chairman of the Board, and President despite no showing that he held shares or was validly elected.
• Corporate Governance and Rule 1.02: Whether Atty. Limpin violated Rule 1.02 of the Code of Professional Responsibility by allowing Mr. Celso G. de los Angeles to appoint the members of the board of directors and officers of LCI despite the Corporation Code's election requirements.
• Independence of Disbarment Proceedings: Whether the disbarment complaint could proceed notwithstanding the pendency of criminal complaints involving the same act.
• Evidence and Burden of Proof: Whether the evidence sufficed to warrant disciplinary action under the clear preponderance of evidence standard.
• Penalty: Whether the recommended penalty of three months' suspension should be adopted or increased.

• False Certification in the GIS: Yes. Atty. Limpin violated Canon 1 and Rule 1.01; she certified as true a GIS listing Guarin as a stockholder, chairman, and president despite no showing that he owned shares or was elected, and her claim of good faith did not excuse the lack of due verification.
• Corporate Governance and Rule 1.02: Yes. By allowing Mr. de los Angeles to appoint the board members and officers despite the Corporation Code's election rules, she transgressed Rule 1.02 of the Code of Professional Responsibility.
• Independence of Disbarment Proceedings: Yes. Disbarment proceedings are sui generis and may proceed independently of civil and criminal cases.
• Evidence and Burden of Proof: Yes. The Court applied the clear preponderance of evidence standard and found sufficient evidence that Guarin was not a stockholder and that Atty. Limpin certified false information.
• Penalty: Six months' suspension. The seriousness of submitting a false document warranted increasing the IBP's recommended three-month suspension to six months.

• False Certification in the GIS: Canon 1 requires a lawyer to uphold the Constitution, obey the laws of the land, and promote respect for law and legal processes. Rule 1.01 prohibits a lawyer from engaging in unlawful, dishonest, immoral, or deceitful conduct. Section 27, Rule 138 of the Rules of Court allows disbarment or suspension for deceit, malpractice, gross misconduct, or violation of the lawyer's oath. The Court agreed with the IBP that there was no indication Guarin held any share in LCI and that he was therefore ineligible to hold a seat in the board of directors or be president of the company under Sections 23 and 25 of the Corporation Code. It was undisputed that Atty. Limpin filed and certified that Guarin was a stockholder of LCI in the GIS. Although she claimed good faith, her certification contained a stipulation that she made a due verification of the statements contained therein. Her belief that Guarin would sign a Deed of Assignment was inconsequential because he never signed the instrument, and no submission supported the allegation that Guarin was in fact a stockholder. Filing a GIS containing false information was thus an infraction that did not conform to her oath as a lawyer under Canon 1 and Rule 1.01.
• Corporate Governance and Rule 1.02: Rule 1.02 provides that a lawyer shall not counsel or abet activities aimed at defiance of the law or at lessening confidence in the legal system. The IBP found that only Mr. Celso de los Angeles had the authority to appoint or designate directors or officers of Legacy, and that Atty. Limpin was aware this procedure was not legally permissible. Despite knowing it was irregular, she allowed herself to be dictated upon and falsely certified Guarin as a stockholder, chairman, and president of the company. Sections 23 and 25 of the Corporation Code require directors to be elected from among the stockholders and corporate officers to be elected by the board. By allowing Mr. de los Angeles to appoint the members of the board and officers despite these rules, Atty. Limpin transgressed Rule 1.02.
• Independence of Disbarment Proceedings: Disbarment proceedings are sui generis and can proceed independently of civil and criminal cases. The pendency of criminal complaints involving the same act therefore did not bar the administrative disciplinary case. The parties also stipulated during the mandatory preliminary conference that the complaint filed by Senator Roxas was dismissed as to Guarin.
• Evidence and Burden of Proof: The Court cited In re Tionko for the rule that the serious consequences of disbarment or suspension should follow only where there is a clear preponderance of evidence against the respondent, and that the attorney is presumed innocent of the charges and has performed his duty as an officer of the court in accordance with his oath. Applying that standard, the Court found sufficient evidence that Guarin was not a stockholder and that Atty. Limpin certified false information in the GIS.
• Penalty: The Court adopted the IBP's report and recommendation but increased the recommended penalty. Considering the seriousness of Atty. Limpin's act in submitting a false document, the Court imposed six months' suspension from the practice of law, effective upon finality of the decision, with a warning that a repetition of the same or similar act would be dealt with more severely.

• Duty to obey laws and refrain from dishonest conduct (Canon 1 and Rule 1.01, Code of Professional Responsibility) — A lawyer shall uphold the Constitution, obey the laws of the land, and promote respect for law and legal processes, and shall not engage in unlawful, dishonest, immoral, or deceitful conduct. The Court applied this to Atty. Limpin's filing and certification of a GIS that falsely listed Guarin as a stockholder, chairman, and president despite no showing of stock ownership or valid election.
• Prohibition against counseling or abetting defiance of law (Rule 1.02, Code of Professional Responsibility) — A lawyer shall not counsel or abet activities aimed at defiance of the law or at lessening confidence in the legal system. Atty. Limpin violated this rule by allowing Mr. de los Angeles to appoint LCI's directors and officers despite the Corporation Code's election requirements.
• Disbarment proceedings are sui generis — Disbarment or suspension proceedings are special administrative proceedings that may proceed independently of civil and criminal cases. The Court applied this principle in holding that the pending criminal complaints did not preclude the disbarment complaint.
• Grounds for disbarment or suspension under Section 27, Rule 138 — A member of the bar may be disbarred or suspended for deceit, malpractice, gross misconduct in office, or violation of the oath required before admission to practice. The Court found Atty. Limpin's false certification and violation of her oath to fall within these grounds.
• Clear preponderance of evidence in disbarment proceedings — The serious consequences of disbarment or suspension should follow only where there is a clear preponderance of evidence against the respondent, and the attorney is presumed innocent of the charges and has performed his duty as an officer of the court in accordance with his oath. The Court applied this standard and found the evidence sufficient to establish the violation.
• Corporation Code requirements for directors and officers — Directors must be elected from among the stockholders, and every director must own at least one share of the corporation's capital stock; corporate officers must be elected by the board of directors. The Court relied on these requirements in finding that Guarin was ineligible to be a director or president and that the appointment of directors and officers by Mr. de los Angeles was contrary to law.

• "We thus find that in filing a GIS that contained false information, Atty. Limpin committed an infraction which did not conform to her oath as a lawyer in accord with Canon 1 and Rule 1.01 of the CPR." — This states the ratio decidendi for the violation of Canon 1 and Rule 1.01 based on the false GIS certification.
• "We also agree with the IBP that in allowing herself to be swayed by the business practice of having Mr. de los Angeles appoint the members of the BOD and officers of the corporation despite the rules enunciated in the Corporation Code with respect to the election of such officers, Atty. Limpin has transgressed Rule 1.02 of the CPR." — This states the basis for the Rule 1.02 violation, tying the lawyer's conduct to the Corporation Code's election requirements.
• "Disbarment proceedings are sui generisand can proceed independently of civil and criminal cases." — This articulates the principle that the administrative disbarment case could proceed despite the pendency of criminal complaints.
• "The serious consequences of disbarment or suspension should follow only where there is a clear preponderance of evidence against the respondent. The presumption is that the attorney is innocent of the charges pr[o]ferred and has performed his duty as an officer of the court in accordance with his oath." — This sets out the evidentiary standard and presumption of innocence applicable to disbarment or suspension proceedings.

• Suico Industrial Corp. vs. Lagura-Yap, G.R No. 177711, September 5, 2012, 680 SCRA 145, 162 — Cited for the reminder that members of the bar's first duty is to comply with the rules of procedure rather than seek exceptions as loopholes.
• Donton vs. Atty. Tansingco, 526 Phil. 1, 5 (2006) — Cited for the rule that a lawyer who assists a client in a dishonest scheme or who connives in violating the law commits an act justifying disciplinary action.
• In re Tionko, 43 Phil. 191, 194 (1922) — Cited for the clear preponderance of evidence standard and the presumption of innocence in disbarment or suspension proceedings.

• Canon 1, Code of Professional Responsibility — A lawyer shall uphold the Constitution, obey the laws of the land, and promote respect for law and legal processes. Atty. Limpin violated this duty by certifying a false GIS.
• Rule 1.01, Code of Professional Responsibility — A lawyer shall not engage in unlawful, dishonest, immoral, or deceitful conduct. The Court applied this rule to the false information in the GIS.
• Rule 1.02, Code of Professional Responsibility — A lawyer shall not counsel or abet activities aimed at defiance of the law or at lessening confidence in the legal system. Atty. Limpin violated this rule by allowing Mr. de los Angeles to appoint directors and officers contrary to the Corporation Code.
• Section 27, Rule 138, Rules of Court — A member of the bar may be disbarred or suspended for deceit, malpractice, gross misconduct in office, or violation of the oath required before admission to practice. The Court cited this provision as the basis for disciplinary action.
• Sections 23 and 25, Corporation Code — Section 23 requires directors to be elected from among the stockholders, and every director must own at least one share of the corporation's capital stock; Section 25 requires directors to elect the president, treasurer, and secretary. These provisions established that Guarin, not being a stockholder, was ineligible to be a director or president, and that the appointment of directors and officers by Mr. de los Angeles was contrary to law.

Presbitero J. Velasco, Jr. (Chairperson), Diosdado M. Peralta, Bienvenido L. Reyes, and Francis H. Jardeleza concurred.