The Supreme Court has suspended a lawyer of the group of bus company matriarch Olivia V. Yanson from the practice of law for a period of one year, the lawyer of her four children also known as the Yanson 4 said on Sunday, January 7.
Lawyer CJ Narvasa, in a press release, said the SC in a resolution dated Aug. 9, 2023 suspended lawyer Jun Maxell C. Orlina from the practice of law for a period of one year for “falsely certifying” that there was quorum in the Special Stockholders’ Meeting conducted by the group of Leo Rey Yanson, Ginnette Yanson Dumancas, and their mother Olivia Yanson for Vallacar Transit Inc. on Aug. 19, 2019.
A copy of the SC First Division resolution is posted on the SC website.
Narvasa said Orlina filed a motion to reopen the case, which is prohibited by the SC rules. Orlina could not be reached for comment.
On Nov. 12, 2022, the Integrated Bar of the Philippines-Commission on Bar Discipline (IBP-CBD) issued a Resolution suspending Orlina for one year from the practice of law and his notarial services, finding that he “purposely made false statements regarding the shareholdings of Vallacar Transit Inc. (VTI), a domestic transportation company and falsely certified to the existence of a quorum in a Special Stockholder’s Meeting of VTI conducted by his clients”, Narvasa said.
The IBP also stated in its Resolution that documents show that the Yanson 4 – Roy Yanson, Emily Yanson, Ma. Lourdes Celina Yanson-Lopez, and Ricardo V. Yanson Jr. – “collectively own the majority shares of stocks in VTI equivalent to 61.167 percent of its outstanding capital stock” and that “the Special Board Meeting on July 7, 2019 wherein the Board of Directors of VTI removed respondent’s client, Leo Rey Yanson (LRY) as VTI president for loss of trust and confidence and the designation of RSY as president of the company is a valid exercise of corporate powers as the Board present constitutes quorum, as reflected in the General Information Sheet of VTI”, the press release added.
The IBP-CBD also found that the Special Stockholders’ meeting called by LRY, despite his removal as VTI President on Aug. 19, 2019 has no effect.
“Despite the denial of the TRO and with no court order, LRY called for and issued a Notice of Special Stockholders Meeting to Elect New Board of Directors and Officers purportedly as VTI President”, the press release said.
The IBP ruled that “in that so-called Special Stockholders’ meeting sanctioned by respondent, Atty. Orlina was named ‘acting Corporate Secretary’ by the remaining 38.832 percent minority shareholders of VTI. That meeting did not meet the required quorum under Section 51 of the Revised Corporation Code (RCC) to conduct business”, it added
The Supreme Court adopted these findings, report, and recommendation of the IBP-CBD, and found Orlina guilty of violating the lawyer’s oath, Section 1, Canon Il and Section 2, Canon Ill of the Code of Professional Responsibility and Accountability, Narvasa said.
The Court also did not give credence to the arguments of Orlina and ruled that he “participated in the 19 August 2019 Special Stockholders’ meeting and was designated as Acting Corporate Secretary therein despite knowing that it was being conducted in violation of the RCC and the By-Laws of VTI”, he added.
The Supreme Court also stated in its resolution that “to make matters worse, Atty. Orlina participated in a press conference held immediately after the said meeting, to publish the results of the election of the new ser of BOD”, Narvasa said.
The Supreme Court, in the same decision, said that it is evident that Orlina “violated the lawyer’s oath, and failed to exhibit proper conduct in accordance with Section 1, Canon Il of the CPRA. Similarly, he fell short of his duty to be a responsible and accountable lawyer in accordance with Section 2, Canon III of the CPRA. All told, his participation in the illegal acts amounts to gross misconduct”, he added.
Orlina was sternly warned by the Supreme Court that “a repetition of a similar violation will be dealt with more severely,” and ordered that copies of the Resolution be furnished to the Office of the Bar Confidant, to be appended to Orlina’s personal record as attorney” as well as to the Integrated Bar of the Philippines and the Office of the Court Administrator for dissemination to all courts in the country for their information and guidance.
The case is docketed as A.C. No. 12650 and a copy of the resolution was uploaded to the Supreme Court website on Dec. 18, 2023, Narvasa said.*