The Court lacks jurisdiction to order San Miguel Corporation (SMC), a non-party to Civil Case No. 0033-F, to deliver the 25.45 million SMC treasury shares (originating from the 1990 Compromise Agreement) to the Republic, as doing so without impleading SMC violates its constitutional right to due process.

The case originates from the sequestration of assets, including SMC shares held by Coconut Industry Investment Fund (CIIF) Holding Companies, alleged to have been acquired using coco levy funds during the Marcos regime. A 1986 sale of 33.1 million SMC shares by CIIF Holding Companies (administered by UCPB) to the SMC Group was partially rescinded through a 1990 Compromise Agreement between UCPB Group and SMC Group, which required PCGG approval. This agreement recognized SMC's ownership of shares corresponding to its initial P500 million payment (which became 25.45 million shares due to stock dividends/splits) and designated them as SMC treasury shares, while the rest reverted to CIIF Holding Companies. The Republic later sought to include these 25.45 million treasury shares in the assets declared as publicly owned and subject to reconveyance.

• On March 26, 1986, CIIF Holding Companies sold 33,133,266 SMC common shares to Andres Soriano III (SMC Group) for P3.3 Billion, payable in installments.
• On April 1, 1986, SMC Group paid the initial P500 million installment to UCPB (as CIIF administrator).
• On April 7, 1986, the PCGG sequestered the subject SMC shares.
• Due to sequestration, SMC suspended payment; UCPB attempted rescission, which failed for lack of jurisdiction.
• In March 1990, SMC Group and UCPB Group (representing CIIF) entered into a Compromise Agreement and Amicable Settlement, approved by PCGG subject to Sandiganbayan approval.
• The Compromise Agreement recognized the sale corresponding to the P500M first installment (then equivalent to 26.45 million shares due to stock dividends/splits) as valid, with these shares reverting to SMC treasury; the sale of the remaining shares was rescinded.
• An "arbitration fee" of 5.5 million SMC shares was agreed upon for PCGG to support CARP.
• On July 4, 1991, SMC and UCPB Groups informed the Sandiganbayan they had implemented the Compromise Agreement: 175.27M shares were reissued as 25.45M shares in SMC's name (treasury), 144.32M shares in CIIF Holding Companies' names, and 5.5M shares in PCGG's name. The P500M was fully paid for UCPB preferred shares, and dividends on reverted shares were delivered to UCPB Group.
• PCGG manifested no objection to the implementation. Sandiganbayan noted the manifestation on July 5, 1991.
• Sandiganbayan later ordered SMC (Oct 25, 1991 & Mar 18, 1992) to deliver the 25.45M treasury shares to PCGG, orders which SMC did not comply with.
• SMC's motion to intervene in CC No. 0033-F (Sandiganbayan case for recovery of SMC shares) to assert ownership over the treasury shares was denied on May 6, 2004.
• Sandiganbayan's PSJ of May 7, 2004 declared the CIIF block of SMC shares as government-owned.
• The Supreme Court's Jan 24, 2012 Decision affirmed the PSJ, declaring the CIIF companies and the CIIF block of SMC shares as public funds/assets.
• The Supreme Court's Sep 4, 2012 Resolution clarified the Jan 24, 2012 Decision, stating the subject matter was the 753,848,312 converted preferred shares (originating from the 144.32M shares retained by CIIF companies, plus dividends/rights issues), excluding the 25.45M treasury shares and 5.5M PCGG arbitration shares.
• The Republic filed the present motion arguing the 25.45M treasury shares are part of the original 33.13M block declared public and should be reconveyed.

• The Republic (as movant, though respondent in the main G.R. Nos.) argued that the 25.45 million SMC treasury shares originated from and are part of the 33,133,266 CIIF block of SMC shares declared owned by the Government in the SC's January 24, 2012 Decision.
• The Republic asserted that the SC's September 4, 2012 Resolution, which only mentioned 753,848,312 preferred shares (derived from the shares remaining with CIIF companies), erroneously excluded the 25.45 million treasury shares.
• The Republic prayed for the amendment of the September 4, 2012 Resolution to explicitly include the 25.45 million treasury shares as government-owned.
• The Republic sought an order directing SMC to comply with the final and executory Sandiganbayan Resolutions of Oct 24, 1991 and Mar 18, 1992, requiring delivery of the treasury shares and accrued dividends to PCGG.
• The Republic requested an award of actual damages (legal interest) for the non-delivery of the shares and dividends.

• SMC (as respondent to the motion) argued that the 25.45 million treasury shares belong to SMC pursuant to the March 1990 Compromise Agreement, under which its P500 million initial payment was considered full payment for these shares.
• SMC contended that the Supreme Court lacks jurisdiction to order the delivery of the shares because SMC was never impleaded as a party in Civil Case No. 0033-F, the underlying case for recovery.
• SMC asserted that denying its motion to intervene in CC No. 0033-F meant it was not given its day in court regarding its claim over the treasury shares, and ordering delivery now would violate its right to due process.
• SMC maintained that the Compromise Agreement, though not explicitly approved by the Sandiganbayan, was implicitly recognized and consented to by the PCGG, which participated in its implementation and benefited from the related "arbitration fee" shares.

• Does the Supreme Court have jurisdiction over San Miguel Corporation (SMC) to compel it to deliver the 25.45 million SMC treasury shares to the Republic, considering SMC was not impleaded as a party in the relevant Sandiganbayan case (CC No. 0033-F)?
• Would ordering SMC, a non-party, to deliver the said shares violate its constitutional right to due process?
• Should the 25.45 million SMC treasury shares, subject of the 1990 Compromise Agreement, be considered part of the government assets derived from coco levy funds subject to reconveyance under the Court's previous decisions?
• Is the Republic estopped from claiming the 25.45 million treasury shares while retaining the P500 million payment and having benefited from the Compromise Agreement through PCGG's actions?

• The Supreme Court denied the Republic's Manifestation and Omnibus Motion.
• The Court ruled it has no jurisdiction over SMC with respect to the 25.45 million treasury shares because SMC was never impleaded as a party in Civil Case No. 0033-F; ordering a non-party to comply with a judgment concerning its property violates the fundamental right to due process.
• The Court emphasized that jurisdiction is not a mere technicality but an essential element of due process, and SMC was denied the opportunity to present its claim over the shares when its intervention was disallowed.
• While acknowledging the shares originated from the CIIF block bought with public funds, the Court noted the supervening events, specifically the 1990 Compromise Agreement (entered into before the shares were definitively declared public funds), under which SMC acquired colorable title to the 25.45 million shares prior to sequestration and institution of CC No. 0033-F.
• The Court found that the PCGG, the government agency overseeing sequestered assets, implicitly recognized the Compromise Agreement by consenting to its implementation, retaining the "arbitration fee" shares, and having significant representation on the SMC board when the agreement was signed and implemented.
• The Court held that the Republic is barred by the principles of unjust enrichment and estoppel from claiming the shares while retaining the P500 million payment made by SMC and having participated (through PCGG) in the Compromise Agreement; the government cannot deal dishonorably with citizens or corporations in proprietary transactions.
• The denial is without prejudice to the Republic instituting a separate, appropriate action where SMC's right over the shares can be properly determined after according SMC due process.

• Due Process of Law (Constitutional Bill of Rights, Sec 1) — No person shall be deprived of life, liberty, or property without due process of law. Applied here to rule that SMC, not having been impleaded in CC No. 0033-F, cannot be ordered to deliver the treasury shares as it would violate its right to be heard and present its claim over the property.
• Jurisdiction over the Person — A court must acquire jurisdiction over the person of a defendant/respondent for its judgment to be binding. Applied here to state the Court lacked jurisdiction over SMC in CC No. 0033-F because it was not made a party, rendering any adverse order against it regarding its property void.
• Separate Juridical Personality of Corporations — A corporation has a legal personality distinct and separate from its shareholders. Applied here (citing Palm Avenue) to emphasize the need to implead the corporation itself, not just its shareholders, in suits involving corporate assets to respect its distinct personality and right to due process.
• Judgment Binding Only on Parties — Judgments generally bind only those who were parties to the action. Applied here (citing Atilano v. Asaali) to explain that execution can only issue against a party to the case, not a stranger like SMC in CC No. 0033-F.
• Void Judgment — A judgment rendered without jurisdiction is void and creates no rights or obligations. Applied here (citing Florete v. Florete) to assert that any order directed at SMC regarding the shares in CC No. 0033-F would be void for lack of jurisdiction.
• Estoppel Against the Government (Exception) — While the general rule is that the State is not estopped by the mistakes of its agents, this admits exceptions, especially when necessary to prevent manifest injustice or when the government engages in proprietary functions. Applied here to bar the Republic's claim because PCGG (its agent) implicitly approved the Compromise Agreement, benefited from it (arbitration shares), and the government retained the P500M payment, making it unjust and inequitable to now claim the corresponding shares from SMC.
• Unjust Enrichment (Civil Code Art. 22) — Every person who through an act of performance by another, or any other means, acquires or comes into possession of something at the expense of the latter without just or legal ground, shall return the same to him. Applied here to argue that the Republic cannot keep both the P500 million payment (received via CIIF companies) and the 25.45 million shares for which the payment was made.

• "It is elementary that every person must be heard and given his day in court before a judgment involving his life, liberty or property issues against him. This rule is enshrined no less in the very first section of the Bill of Rights of our Constitution..."
• "failure to implead these corporations as defendants and merely annexing a list of such corporations to the complaints is a violation of their right to due process for it would be, in effect, disregarding their distinct and separate personality without a hearing."
• "It is well-settled that no man shall be affected by any proceeding to which he is a stranger, and strangers to a case are not bound by a judgment rendered by the court. Execution of a judgment can only be issued against one who is a party to the action..."
• "A void judgment for want of jurisdiction is no judgment at all. It cannot be the source of any right nor the creator of any obligation."
• "The question of jurisdiction... is not a mere question of technicality or a simple matter of procedure but an element of due process."
• "Nevertheless, the government must not be allowed to deal dishonorably or capriciously with its citizens, and must not play an ignoble part or do a shabby thing; and subject to limitations ... the doctrine of equitable estoppel mall be invoked against public authorities as well as against private individuals."

• Palm Avenue Holding Co., Inc. v. Sandiganbayan — Cited to reiterate the necessity of impleading corporations as defendants in ill-gotten wealth cases to respect their separate personality and right to due process.
• PCGG v. Sandiganbayan (353 Phil. 80) — Cited as the source of the ruling echoed in Palm Avenue regarding the need to implead corporations.
• Atilano v. Asaali — Cited for the principle that execution may only issue against a party to the action, not a stranger.
• Florete v. Florete — Cited for the principle that a judgment rendered without jurisdiction is void and creates no rights or obligations.
• Arcelona v. Court of Appeals — Cited alongside Florete for the effects of a void judgment.
• Republic v. Sandiganbayan, Maria Clara Lobregat, et al. (Lobregat) — Distinguished; the Court acknowledged its prior statement in Lobregat that impleading SMC might be unnecessary but effectively abrogated this by citing Justice Padilla's dissent in Lobregat and subsequent cases requiring corporations to be impleaded.
• PCGG v. Interco; Republic v. Sandiganbayan, Sipalay Trading Corp.; PCGG v. Sandiganbayan and Aerocom Investors — Cited as cases where the Court effectively adopted Justice Padilla's dissent in Lobregat, requiring corporations holding alleged ill-gotten assets to be impleaded.
• San Miguel Corporation v. Sandiganbayan (340 SCRA 289 & 394 Phil. 608) — Referenced extensively as the case dealing with the Sandiganbayan orders (Oct 25, 1991 & Mar 18, 1992) directing SMC to deliver the treasury shares to PCGG, which the SC affirmed as preservative measures pending final determination, but clarified here that it did not rule on the Compromise Agreement's validity itself. Also cited in dissent regarding SMC's opportunity to be heard.
• Republic of the Philippines v. Court of Appeals (301 SCRA 366) — Cited for the exceptions to the rule on non-estoppel of the government, particularly when justice requires it or the government acts capriciously.
• Republic v. Sandiganbayan (226 SCRA 314) — Cited alongside Republic v. CA regarding estoppel against the government.

• Constitution, Art. III, Sec. 1 (Bill of Rights) — Right to due process and equal protection. Relevance: Foundation for ruling that SMC cannot be deprived of property (shares) without being heard as a party.
• Rules of Court, Rule 3, Sec. 7 — Compulsory joinder of indispensable parties. Relevance: Impliedly relevant as SMC should have been joined if its rights were to be affected.
• Rules of Court, Rule 39, Sec. 6 — Execution by motion or independent action. Relevance: Mentioned regarding the Republic's failure to execute the Sandiganbayan's 1991/1992 orders within the prescribed period.
• Rules of Court, Rule 39, Sec. 8 — Issuance, form, and contents of writ of execution. Relevance: Cited to show execution is directed against the property of the judgment obligor (party).
• Rules of Court, Rule 39, Sec. 9 — Execution of judgments for money. Relevance: Cited to show enforcement is against the judgment obligor.
• Civil Code, Art. 22 — Principle against unjust enrichment. Relevance: Basis for ruling that the Republic cannot keep both the P500M payment and the shares.
• Civil Code, Art. 1159 — Obligatory force of contracts. Relevance: Mentioned in dissent/cited case regarding contracts having force of law.
• Civil Code, Art. 2037 — Authority of res judicata of compromise agreements. Relevance: Mentioned in dissent/cited case regarding the binding nature of compromise agreements.
• Constitution, Art. VI, Sec. 29(3) — Special funds doctrine. Relevance: Mentioned in dissent as basis for declaring coco levy laws unconstitutional in the main case.

• Chief Justice Sereno — Argued that the Court's Sept 4, 2012 Resolution mistakenly excluded the 25.45M treasury shares and created an incorrect equivalence; the Jan 24, 2012 Decision declaring the entire 33.1M block (as of 1983) government-owned should stand. Believed the Compromise Agreement was ineffective as it lacked the required Sandiganbayan approval, and SMC had ample opportunity to be heard (e.g., comments filed, prior SC case). Stated the Court should grant the Republic's motion to include the treasury shares.
• Justice Leonen — Argued that denying the motion failed to do justice to coconut farmers and weakened their claim. Stated the Sept 4, 2012 Resolution erroneously dropped the 25.45M shares (worth billions) declared government-owned in the Jan 24, 2012 Decision. Asserted the Compromise Agreement was invalid/ineffective due to lack of Sandiganbayan approval and the questionable circumstances of the original sale (post-EDSA, pre-sequestration). Believed SMC was not denied due process, having filed comments and litigated the issue previously up to the SC (San Miguel v. Sandiganbayan). Argued the ponencia misinterpreted San Miguel, and the shares, being bought with public funds via an illegal sale, should be reconveyed. Voted to grant the Republic's motion.