EN BANC

REPUBLIC OF THE PHILIPPINES, G.R. No. 152578

Represented by the Presidential

Commission on Good Government,

Petitioner,

Present:

DAVIDE, JR., C.J.,

- versus - PUNO,

PANGANIBAN,

QUISUMBING,

YNARES-SANTIAGO,

ESTATE OF HANS MENZI SANDOVAL-GUTIERREZ,

(Through its Executor, CARPIO,

MANUEL G. MONTECILLO), AUSTRIA-MARTINEZ,

EMILIO T. YAP, EDUARDO CORONA,

M. COJUANGCO, JR., CARPIO-MORALES,

ESTATE OF FERDINAND CALLEJO, SR.,

MARCOS, SR., and IMELDA AZCUNA,

R. MARCOS, TINGA,
Respondents. CHICO-NAZARIO, and GARCIA, JJ.

Promulgated:

November 23, 2005

x----------------------------------------- x

EDUARDO M. COJUANGCO, JR., G.R. No. 154487

Petitioner,

- versus

REPUBLIC OF THE PHILIPPINES,

Respondent.

x ------------------------------------x

ESTATE OF HANS M. MENZI G.R. No. 154518

(Through its Executor, Manuel G.

Montecillo), and HANS M. MENZI

HOLDINGS AND MANAGEMENT,

INC. (HMHMI),

Petitioners,

- versus

REPUBLIC OF THE PHILIPPINES,

(represented by the PRESIDENTIAL

COMMISSION ON GOOD

GOVERNMENT),

Respondents.

x-------------------------------------------------------------------x

DECISION

TINGA, J.:

In the hope-filled but problem-laden aftermath of the EDSA

Revolution, President Corazon C. Aquino issued Executive Order
(EO) No. 1, creating the Presidential Commission on Good
Government (PCGG) tasked with, among others, the recovery of all
ill-gotten wealth accumulated by former President Ferdinand
Marcos, his immediate family, relatives, subordinates and close
associates. This was followed by EO Nos. 2 and 14, respectively
freezing all assets and properties in the Philippines in which the
former President, his wife, their close relatives, subordinates,
business associates, dummies, agents or nominees have any
interest or participation, and defining the jurisdiction over cases
involving the ill-gotten wealth. Pursuant to the executive orders,
several writs of sequestration were issued by the PCGG in pursuit of
the reputedly vast Marcos fortune.

Following a lead that Marcos had substantial holdings in

Bulletin Publishing Corporation (Bulletin), the PCGG issued a Writ
of Sequestration dated April 22, 1986, sequestering the shares of
Marcos, Emilio T. Yap (Yap), Eduardo M. Cojuangco, Jr. (Cojuangco),
and their nominees and agents in Bulletin.

This was followed by another Writ of Sequestration issued on

February 12, 1987, this time sequestering the shares of stock,
assets, properties, records and documents of Hans Menzi Holdings
and Management, Inc. (HMHMI).

The Republic then instituted before the Sandiganbayan on

July 29, 1987, a complaint for reconveyance, reversion, accounting,
restitution and damages entitled Republic of the Philippines v. Emilio
T. Yap, Manuel G. Montecillo, Eduardo M. Cojuangco, Jr., Cesar C.
Zalamea, Ferdinand E. Marcos and Imelda R. Marcos and docketed
as Civil Case No. 0022. The complaint substantially averred that
Yap knowingly and willingly acted as the dummy, nominee or agent
of the Marcos spouses in appropriating shares of stock in domestic
corporations such as the Bulletin, and for the purpose of preventing
disclosure and recovery of illegally obtained assets. It also averred
that Cesar Zalamea (Zalamea) acted, together with Cojuangco, as
dummies, nominees and/or agents of the Marcos spouses in
acquiring substantial shares in Bulletin in order to prevent
disclosure and recovery of illegally obtained assets, and that
Zalamea established, together with third persons, HMHMI which
acquired Bulletin.

On March 10, 1988, the complaint was amended joining

Cojuangco as Zalameas co-actor instead of mere collaborator. The
complaint was amended for the second time on October 17, 1990.
The amendment consisted of dropping Zalamea as defendant in
view of the Deed of Assignment dated October 15, 1987 which he
executed, assigning, transferring and ceding to the Government the
121,178 Bulletin shares registered in his name. These shares, as
will be explained forthwith, formed part of the 214,424.5 shares
(214 block) which became the subject of a case [1] that reached this
Court.

The Second Amended Complaint also included the Estate of

Hans M. Menzi (Estate of Menzi), through its executor, Atty. Manuel
G. Montecillo (Atty. Montecillo), as one of the defendants.

The issues presented for resolution as stated in the

Sandiganbayans Pre-Trial Order dated November 11, 1991 were:

1) Whether or not the sale of 154,470 shares of stock of Bulletin

Publishing Co., Inc., subject of this case by the late Hans M. Menzi to the
U.S. Automotive Co. Inc. is valid and legal; and

2) Whether or not the shares of stock of Bulletin Publishing Co. Inc.

registered and/or issued in the name of defendants Emilio T. Yap, Eduardo
Cojuangco, Jr., Cesar Zalamea and the late Hans M. Menzi (and/or his
 estate and/or his holding company, HM Holding & Investment Corp.) are ill-
gotten wealth of the defendants Marcos spouses.

Make of record the oral manifestation of Atty. Estelito Mendoza, counsel

for defendant Eduardo Cojuangco. That: (a) whether or not the said 154,470
shares of stock of Bulletin Publishing Co. Inc. legally belonged to the late Hans
Menzi before he sold the same to U.S. Automotive Co. Inc. and (b) whether or
not plaintiff Republic is entitled to the same, should also be threshed out
during the trial on the merits.[2]

After protracted proceedings which spawned a number of

cases[3] that went up to this Court, the Sandiganbayan rendered
a Decision[4] dated March 14, 2002,[5] the dispositive portion of which
states:

WHEREFORE, judgment is hereby rendered:

1. Declaring that the following Bulletin shares are the ill-gotten wealth
of the defendant Marcos spouses:

A. The 46,626 Bulletin shares in the name of defendant Eduardo

M. Cojuangco, Jr., subject of the Resolution of the Supreme Court dated
April 15, 1988 in G.R. No. 79126.

Pursuant to alternative A mentioned therein, plaintiff Republic of the

Philippines through the PCGG is hereby declared the legal owner of these
shares, and is further directed to execute, in accordance with the
Agreement which is entered into with Bulletin Publishing Corporation on
June 9, 1988, the necessary documents in order to effect transfer of
ownership over these shares to the Bulletin Publishing Corporation.

B. The 198,052.5 Bulletin shares in the names of:

No. of Shares

Jose Y. Campos 90,866.5

Eduardo M. Cojuangco, Jr. 90,877

Cesar C. Zalamea 16,309

Total 198,052.5

which they transferred to HM Holdings and Management, Inc. on August

17, 1983, and which the latter sold to Bulletin Publishing Corporation on
February 21, 1986. The proceeds from this sale are frozen pursuant to
PCGGs Writ of Sequestration dated February 12, 1987, and this writ is
the subject of the Decision of the Supreme Court dated January 31,
2002 in G.R. No. 135789.

Accordingly, the proceeds from the sale of these 198,052.5 Bulletin

shares, under Philtrust Bank Time Deposit Certificate No. 136301 dated
March 3, 1986 in the amount of P19,390,156.68 plus interest earned, in
the amount of P104,967,112.62 as of February 28, 2002, per Philtrust
Banks Motion for Leave to Intervene and to consign the Proceeds of Time
Deposits of HMHMI, filed on February 28, 2002 with the Supreme Court
in G.R. No. 135789, are hereby declared forfeited in favor of the plaintiff
Republic of the Philippines.

2. Ordering the defendant Estate of Hans M. Menzi through

its Executor, Manuel G. Montecillo, to surrender for cancellation the
original eight Bulletin certificates of stock in its possession, which were
presented in court as Exhibits ., which are part of the 212,424.5 Bulletin
shares subject of the Resolution of the Supreme Court dated April 15,
1988 in G.R. No. 79126.

3. Declaring that the following Bulletin shares are not the ill-
gotten wealth of the defendant Marcos spouses:
 a. The 154,472 Bulletin shares sold by the late Hans M. Menzi to
U.S. Automotive Co., Inc., the sale thereof being valid and legal;

b. The 2,617 Bulletin shares in the name of defendant Emilio T.

Yap which he owns in his own right; and

c. The 1 Bulletin share in the name of the Estate of Hans M.

Menzi which it owns in its own right.

4. Dismissing, for lack of sufficient evidence, plaintiffs claim

for damages, and defendants respective counterclaims.

SO ORDERED.[6]

In the present consolidated petitions, the foregoing

Sandiganbayan Decision is assailed on different grounds.

The Republic, in G.R. No. 152758, assails the afore-

quoted Decision insofar as it declared as not ill-gotten wealth of the
Marcos spouses the 154,472 shares (154 block) sold by Menzi to
U.S. Automotive Co., Inc. (US Automotive) and dismissed the
Republics claim for damages.

In G.R. No. 154487, Cojuangco questions paragraphs 1 and 2

of the Sandiganbayan Decision.

In G.R. No. 154518, on the other hand, the Estate of Menzi

imputes grave error and misinterpretation of facts and evidence
against the Sandiganbayan in declaring that the 46,626 Bulletin
shares in the name of Cojuangco, and the 198,052.5 shares (198
block) in the names of Jose Campos (Campos), Cojuangco and
Zalamea are ill-gotten wealth of the Marcoses.

The three blocks of Bulletin shares of stock subject of these

consolidated petitions are:

1. 154,472 shares (154 block) sold by the late Menzi

and/or Atty. Montecillo to US Automotive on May 15, 1985
for P24,969,200.09;

2. 198,052.50 (198 block) issued and registered in the

names of Campos, Cojuangco, and Zalamea which were
transferred to HMHMI and subsequently sold by HMHMI
(through Atty. Montecillo) to Bulletin on February 21, 1986
for P23,675,195.85; and

3. 214,424.5 shares (214 block) issued and registered

in the names of Campos, Cojuangco, and Zalamea which
were the subject of the unanimous Resolution of this Court,
through Mr. Chief Justice Claudio Teehankee, in Bulletin v.
PCGG[7] (Teehankee Resolution) dated April 15, 1988 and the
Sandiganbayan Resolutions dated January 2, 1995 and
April 25, 1996 in Civil Case No. 0022.

For clarity of presentation, the 154 block, which is the subject

of the Republics petition in G.R. No. 152578, is treated separately
from the 198 and 214 blocks, which are the subjects of the
petitions in G.R. No. 154487 and G.R. No. 154518.
154 Block

In 1957, Menzi purchased the entire interest in Bulletin from

its founder and owner, Mr. Carson Taylor. In 1961, Yap, owner of US
Automotive, purchased Bulletin shares from Menzi and became one
of the corporations major stockholders.

On April 2, 1968, a stock option was executed by and between

Menzi and Menzi and Co. on the one hand, and Yap and US
Automotive on the other, whereby the parties gave the each other
preferential right to buy the others Bulletin shares.

On April 22, 1968, the stockholders of Bulletin approved

certain amendments to Bulletins Articles of Incorporation,
consisting of some restrictions on the transfer of Bulletin shares to
non-stockholders.[8] The amendments were approved by the Board of
Directors of Bulletin and by the Securities and Exchange
Commission (SEC).

Several years later, on June 5, 1984, Atty. Amorsolo V.

Mendoza (Atty. Mendoza), Vice President of US Automotive, executed
a promissory note with his personal guarantee in favor of Menzi,
promising to pay the latter the sum of P21,304,921.16 with interest
at 18% per annum as consideration for Menzis sale of his 154 block
on or before December 31, 1984.
 One day after Menzis death on June 27, 1984, a petition for
the probate of his last will and testament was filed in the Regional
Trial Court (RTC) of Manila, Branch 29, by the named executor,
Atty. Montecillo, and docketed as Special Proceeding No. 84-25244.

On January 10, 1985, Atty. Montecillo filed a motion praying

for the confirmation of the sale to US Automotive of Menzis 154
block. The probate court confirmed the sale in its Order dated
February 1, 1985.

Accordingly, on May 15, 1985, Atty. Montecillo received from

US Automotive two (2) checks in the amounts ofP21,304,778.24
and P3,664,421.85 in full payment of the agreed purchase price
and interest for the sale of the 154 block. On the same day, Atty.
Montecillo signed a company voucher acknowledging receipt of the
payment for the shares, indicating on the dorsal portion thereof the
certificate numbers of the 12 stock certificates covering the 154
block, the number of shares covered by each certificate and the date
of issuance thereof.
Atty. Montecillo also wrote on the lower portion of the
promissory note executed by Atty. Mendoza the words Paid May 15,
1985 (signed) M.G. Montecillo, Executor of the Estate of Hans M.
Menzi.

Upon these facts, the Sandiganbayan ruled that the sale of the
154 block to US Automotive is valid and legal. According to the
Sandiganbayan, the sale was made pursuant to the stock option
executed in 1968 between the parties to the sale. Negotiations took
place and were concluded before Menzis death, and full payment
was made only after the probate court had judicially confirmed the
sale.
 The Sandiganbayan dismissed the Republics claim, based on
the affidavit of Mariano B. Quimson, Jr. (Quimson) dated October 9,
1986, that the sale should be nullified because US Automotive only
acted as a dummy of Marcos who was the real buyer of the shares.
According to the court, the Republic failed to overcome its burden of
proof since Quimsons affidavit was not corroborated by other
evidence and was, in fact, refuted by Atty. Montecillo.

In its Memorandum[9] dated July 7, 2003 in G.R. No. 152578,

the Republic argues that the Sandiganbayan failed to take into
account the fact that despite Menzis claim that he acquired Bulletin
in 1957, he did not include any Bulletin shares in his Last Will and
Testament executed in 1977. Atty. Montecillo, the executor of
Menzis estate, likewise did not include any Bulletin share in the
initial inventory of Menzis properties filed on May 15, 1985. Neither
were any Bulletin shares declared by Atty. Montecillo even after the
probate court issued an Order dated November 17, 1992 for the
submission of an updated inventory of Menzis assets.

The Republic claims that despite these circumstances, coupled

with Quimsons affidavit detailing how Marcos used his dummies to
conceal his control over Bulletin, as well as the letters and
correspondence between Marcos and Menzi indicating that Menzi
consistently updated Marcos on the affairs of Bulletin, the
Sandiganbayan ruled that the 154 block was not ill-gotten wealth of
the Marcoses. The Sandiganbayans erroneous inference allegedly
warrants a review of its findings.

Moreover, the Republic disputes the Sandiganbayans ruling

that it heavily leaned on the affidavit of Quimson without
presenting any other corroborating evidence. [10] It argues that in the
proceedings before the PCGG, Quimson was subjected to cross-
examination by the lawyers of Bulletin which is controlled by Yap.
Further, the evidence it presented before the PCGG purportedly
showing that the transfer of Bulletin shares from Menzi to US
Automotive was undertaken due to pressure exerted by Marcos on
Menzi should have been taken into account.

The Republic insists that the sale between Menzi and U.S.
Automotive was a sham because the parties failed to comply with
the basic requirement of a deed of sale in the transfer of the subject
shares. Further, a number of questions were allegedly not resolved,
such as: (a) Who was the seller of the subject sharesthe late Menzi
as the alleged owner or Atty. Montecillo as then special
administrator and later executor of Menzis estate; (b) If Menzi sold
the shares, was there a need to confirm the sale? If Atty. Montecillo
was the one who sold them, what was his authority to sell the said
shares?

The Republic also contends that Menzi and Yap were both
dummies of the late President Marcos, used by the latter in order to
conceal his interest in Bulletin. Hence, the 154 block should also
have been declared ill-gotten wealth and forfeited in favor the
Government.

The foregoing allegedly warrants the award of damages in favor

of the Republic which the Sandiganbayan erroneously failed to do.

The Republic, therefore, prays that the

Sandiganbayan Decision, insofar as it declares the sale of the 154
block to be valid and legal, be reconsidered and judgment
accordingly rendered declaring the 154 block as ill-gotten wealth,
forfeiting the same or the proceeds thereof in favor of the Republic,
and awarding actual, temperate and nominal damages in the
Courts discretion, moral damages in the amount of 50 Billion
Pesos, exemplary damages of 1 Billion Pesos, attorneys fees,
litigation expenses and treble judicial costs.
The Estate of Menzi and HMHMI filed a Memorandum[11] dated
March 10, 2005, averring that the Republic failed to adduce
evidence of any kind that the 154 block was ill-gotten wealth of the
Marcoses. They claim that the requirements for a valid transfer of
stocks, namely: (1) there must be delivery of the stock certificate; (2)
the certificate must be indorsed by the owner or his attorney-in-fact
or other persons legally authorized to make the transfer; and (3) the
transfer must be recorded in the books of the corporation in order
to be valid against third parties, have all been met.

The parties to the sale allegedly confirm the indorsement and

delivery of the Bulletin shares of stock representing the 154 block.
The requirement that the transfer be recorded in the books of the
corporation was also met because US Automotive exercised its
rights as shareholder.

It is also allegedly immaterial whether it was Menzi or Atty.

Montecillo who indorsed the stock certificates. If it was Menzi, then
his indorsement was an act of ownership; if it was Montecillo, then
the indorsement was pursuant to the duly executed General Power
of Attorney filed with the SEC and, subsequently, on the basis of his
authority as Special Administrator and Executor of Menzis estate.

In his Memorandum[12] dated May 10, 2005, Yap also maintains

that the sale of the 154 block was valid and legal. The non-
inclusion of the said block of shares in the inventory of Menzis
estate was purportedly due to the fact that the same had, by then,
been sold to US Automotive. Yap also claims that Atty. Montecillo
was duly authorized to effect the sale by virtue of the General Power
of Authority and the Last Will and Testament executed by Menzi.

The absence of a deed of sale evidencing the sale is allegedly

not irregular because the law itself does not require any deed for the
validity of the transfer of shares of stock, it being sufficient that
such transfer be effected by delivery of the stock certificates duly
indorsed. At any rate, a duly notarized Receipt covering the sale was
executed.[13]

Moreover, the BIR certified that the Estate of Menzi paid the
final tax on capital gains derived from the sale of the 154 block and
authorized the Corporate Secretary to register the transfer of the
said shares in the name of US Automotive. Further, a stock
certificate covering the 154 block was issued to US Automotive by
Quimson himself as Corporate Secretary.

Sec. 63 of the Corporation Code provides the requisites for a

valid transfer of shares:

Sec. 63. Certificate of stock and transfer of shares.The capital stock

of stock corporations shall be divided into shares for which certificates
signed by the president or vice-president, countersigned by the secretary
or assistant secretary, and sealed with the seal of the corporation shall
be issued in accordance with the by-laws. Shares of stock so issued are
personal property and may be transferred by delivery of the
 certificate or certificates indorsed by the owner or his attorney-in-
fact or other person legally authorized to make the transfer. No
transfer, however, shall be valid, except as between the parties, until
the transfer is recorded in the books of the corporation showing the
names of the parties to the transaction, the date of the transfer, the
number of the certificate or certificates and the number of shares
transferred.

No shares of stock against which the corporation holds any unpaid

claim shall be transferable in the books of the corporation. [Emphasis
supplied]

The Corporation Code acknowledges that the delivery of a duly

indorsed stock certificate is sufficient to transfer ownership of
shares of stock in stock corporations. Such mode of transfer is valid
between the parties. In order to bind third persons, however, the
transfer must be recorded in the books of the corporation.

Clearly then, the absence of a deed of assignment is not a fatal

flaw which renders the transfer invalid as the Republic posits. In
fact, as has been held in Rural Bank of Lipa City, Inc. v. Court of
Appeals,[14] the execution of a deed of sale does not necessarily
make the transfer effective.

In that case, petitioners argued that by virtue of the deed of

assignment, private respondents had relinquished to them all their
rights as stockholders of the bank. This Court, however, ruled that
the delivery of the stock certificate duly indorsed by the owner is
the operative act that transfers the shares. The absence of delivery
is a fatal defect which is not cured by mere execution of a deed of
assignment. Consequently, petitioners, as mere assignees, cannot
enjoy the status of a stockholder, cannot vote nor be voted for, and
will not be entitled to dividends, insofar as the assigned shares are
concerned.

There appears to be no dispute in this case that the stock

certificates covering the 154 block were duly indorsed and delivered
to the buyer, US Automotive. The parties to the sale, in fact, do not
question the validity and legality of the transfer.

The objection raised by the Republic actually concerns the

authority of Atty. Montecillo, the executor of Menzis estate, to
indorse the said certificates. However, Atty. Montecillos authority to
negotiate the transfer and execute the necessary documents for the
sale of the 154 block is found in the General Power of Attorney
executed by Menzi on May 23, 1984, which specifically authorizes
Atty. Montecillo [T]o sell, assign, transfer, convey and set over upon
such consideration and under such terms and conditions as he may
deem proper, any and all stocks or shares of stock, now standing or
which may thereafter stand in my name on the books of any and all
company or corporation, and for that purpose to make, sign and
execute all necessary instruments, contracts, documents or acts of
assignment or transfer.[15]

Atty. Montecillos authority to accept payment of the purchase

price for the 154 block sold to US Automotive after Menzis death
springs from the latters Last Will and Testament and the Order of
the probate court confirming the sale and authorizing Atty.
Montecillo to accept payment therefor. Hence, before and after
Menzis death, Atty. Montecillo was vested with ample authority to
effect the sale of the 154 block to US Automotive.
 That the 154 block was not included in the inventory is
plausibly explained by the fact that at the time the inventory of the
assets of Menzis estate was taken, the sale of the 154 block had
already been consummated. Besides, the non-inclusion of the
proceeds of the sale in the inventory does not affect the validity and
legality of the sale itself.

At any rate, the Sandiganbayans factual findings that the 154

block was sold to US Automotive while Menzi was still alive, and
that Atty. Montecillo merely accepted payment by virtue of the
authority conferred upon him by Menzi himself are conclusive upon
this Court, supported, as they are, by the evidence on record. [16] As
held by the Sandiganbayan:

The sale was made pursuant to the Stock Option executed in 1968
between the parties to the sale, considering the restrictions contained in
Bulletins Articles of Incorporation as amended in 1968 limiting the
transferability of its shares. Negotiations for the sale took place and were
concluded before the death of Menzi. After his death, full payment of the
entire consideration of the sale, principal and interest, was made only
after judicial confirmation thereof in the Probate Case. The transaction
was duly supported by the corresponding receipt, voucher, cancelled
checks, cancelled promissory note, and BIR certification of payment of
the corresponding taxes due thereon.[17]

The Supreme Court is not a trier of facts. It is not our function

to examine and weigh all over again the evidence presented by the
parties in the proceedings before the Sandiganbayan. [18]

It is also significant that even Quimsons affidavit does not

state, in a categorical manner, that Yap was a Marcos dummy used
by the latter to conceal his Bulletin shareholdings. In contrast,
Quimson unqualifiedly declared that Campos, Cojuangco and
Zalamea were the former dictators nominees to Bulletin. [19]

We, therefore, agree with the Sandiganbayan that the sale of

the 154 block to US Automotive was valid and legal.

198 and 214 blocks

HMHMI was incorporated on May 20, 1982 by Menzi, Campos,

Cojuangco, Rolando C. Gapud (Gapud) and Zalamea, with an
authorized capital stock of P1,000,000.00 divided into 100,000
shares with par value of P10.00 each.

A Deed of Transfer and Conveyance was executed by Menzi,

Campos, Cojuangco and Zalamea on August 17, 1983, transferring
the shares of stock registered in their names in various
corporations to HMHMI in exchange for 6,000,000 shares of the
latters capital stock, subject to the approval by the SEC of HMHMIs
Certificate of Increase of Capital Stock. The shares of stock
transferred included the 198 block of Bulletin shares, 90,866.5 of
which were registered in the name of Campos; 90,877 in the name
of Cojuangco; and 16,309 in the name of Zalamea.

On February 14, 1984, HMHMI amended its Articles of

Incorporation by increasing its authorized capital stock
to P100,000,000.00 divided into 10,000,000 shares with par value
of P10.00 per share.
 On January 15, 1986, the law firm of Siguion Reyna,
Montecillo & Ongsiako wrote a letter to Bulletins corporate
secretary, Atty. Mendoza, requesting that three (3) certificates of
stock representing 90,866.5, 90,877, and 16,309 Bulletin shares be
issued in favor of HMHMI in exchange for 21 certificates of stock in
HMHMI.

Atty. Mendoza acknowledged receipt of the 21 certificates of

stock but replied that the transfer by Campos, Cojuangco and
Zalamea of their Bulletin shares to HMHMI cannot be recorded in
the books of Bulletin because it was made in violation of Bulletins
Articles of Incorporation which provides restrictions and limitations
on the transferability of the shares of the company by its
stockholders. Bulletin, however, offered to buy the shares at the
price fixed in the Articles of Incorporation. The offer appears to have
been accepted by HMHMI through its President, Atty. Montecillo.

Thus, on January 30, 1986, HMHMIs Board of Directors

passed a resolution approving the sale to Bulletin of the 198 block
and authorizing its President or Corporate Secretary to sign and
execute the corresponding deed of sale. Accordingly, a Deed of Sale
was executed on February 21, 1986 by Atty. Montecillo whereby
HMHMI sold the 198 block to Bulletin for the amount
of P23,675,195.85.

On April 22, 1986, the shares of Marcos, Yap, Cojuangco and

their nominees or agents in the Bulletin were sequestered by virtue
of a Sequestration Order issued by the PCGG.
 The SEC issued a certification to the effect that as of February
21, 1986, the total subscribed shares of Bulletin was 756,861. Of
these, 198,052.5 were treasury shares, leaving the total
outstanding shares at 567,808.5. The stockholders of Bulletin and
the shares of stock held by each of them were listed as follows:

Name No. of Shares

Emilio T. Yap 2,617

Menzi Trust Fund 28,977

Estate of Hans M. Menzi 1

U.S. Automotive Co. Inc. 318,084

xxx xxx

Cesar Zalamea 121,178

Jose Campos 46,620.5

Eduardo Cojuangco 46,626

Xxx xxx

Total 567,808.5

On February 12, 1987, another Writ of Sequestration was

issued by the PCGG, sequestering all the shares of stock, as well as
the assets, properties, records and documents of HMHMI. Because
of this Sequestration Order, the proceeds from the sale of the 198
block which were deposited with Philtrust Bank were frozen. [20]

On March 16, 1987, the sequestration of the 2,617 Bulletin

shares of Yap was lifted upon the latters motion.
 On April 14, 1987, the PCGG wrote a letter/order to the
Corporate Secretary of Bulletin, asking for the schedule of the
annual stockholders meeting of the corporation because the
sequestered shares consisting of the 214 block will be voted by the
Commission. This letter became the subject of a petition [21] filed by
Bulletin with this Court questioning the validity of the PCGGs
letter/order and seeking to compel PCGG to accept Bulletins offer of
a cash deposit in the amount of P34,592,903.34 representing the
value of the 214 block of sequestered Bulletin shares. The Court
issued a temporary restraining order.

On July 31, 1987, the PCGG received from Bulletin the

amount of P8,173,506.06 as full payment of 46,620.5 Bulletin
shares registered in the name of Campos. The receipt stated that
Mr. Jose Y. Campos has waived the ownership of said shares in
favor of the Republic of the Philippines through the Presidential
Commission on Good Government.

A Deed of Assignment was likewise executed by Zalamea on

October 15, 1987, assigning and waiving in favor of the Republic his
rights to 121,178 Bulletin shares registered in his name. On the
same day, Bulletin issued in favor of PCGG a check in the amount
of P21,244,926.96 as full payment of Zalameas shares.

This Court, on April 15, 1988, issued the Teehankee

Resolution, the dispositive portion of which pertinently states:

2. Directing the Commission to accept the cash deposit of P8,174,470.32

offered by petitioner for the 46,626 sequestered shares in the name of Mr.
Eduardo M. Cojuangco, Jr. expressly subject to the alternative conditions
(A and B) hereinabove set forth, and likewise directing the Commission to
accept the cash deposit, if it has not actually sold the Cesar C. Zalamea
 Bulletin shares to petitioner (supra, p. 13, par [2]) of P21,244,926.96 for
the sequestered shares of Bulletin in the name of Mr. Cesar Zalamea
under the same alternatives already mentioned; and

3. Remanding the case regarding the issue of ownership of the said

sequestered Bulletin shares for determination and adjudication to the
Sandiganbayan.[22]

An agreement was thereafter executed between PCGG and

Bulletin on June 9, 1988 regarding the 46,626 Bulletin shares of
Cojuangco whereby PCGG accepted Bulletins deposit in the amount
of P8,174,470.32, subject to the alternatives set forth in the
Teehankee Resolution, as follows:

Alternative ATo standby as full payment plus whatever interest

earnings thereon upon final judgment of the Court declaring the
Republic of the Philippines as owners of the 46,626 shares, accompanied
by the corresponding original stock certificates, issued in the name of the
government, duly endorsed in favor of the Bulletin Publishing
Corporation, free from liens and encumbrances; or

Alternative BTo immediately return to Bulletin Publishing

Corporation the cash deposit in the amount of P8,174,470.32 plus
whatever interest earnings thereon upon final judgment by the Court
declaring that Mr. Eduardo Cojuangco, Jr. is the true owner of the
46,626 shares.[23]

With this factual backdrop, the Sandiganbayan ruled that

Campos, Cojuangco and Zalamea were nominees and dummies of
Marcos. Hence, the 198 block which these nominees transferred to
HMHMI and which, in turn, were sold to Bulletin are ill-gotten
wealth.
 The Sandiganbayan anchored its finding on the Deposition of
Campos taken on November 25, 1994 before the Philippine
Consulate General in Vancouver, British Columbia, Canada, that he
held shares in Bulletin and HMHMI per instruction of President
Marcos; that the beneficial owner of these shares must be President
Marcos; and that he received three (3) dividend checks from Bulletin
for the benefit of President Marcos.

Based on the Deed of Assignment executed by Zalamea on

October 15, 1987, wherein he manifested that he does not claim
true and beneficial ownership of the 121,178 Bulletin shares
registered in his name and that he voluntarily waived and assigned
these shares in favor of PCGG, the Sandiganbayan concluded that
Zalamea could not have been a nominee of Menzi, as the latters
estate claims, but of Marcos.

The Sandiganbayan likewise rejected Cojuangcos contention

that the Bulletin and HMHMI shares registered in his name were
not acquired and held by him as dummy, nominee and/or agent of
defendants Ferdinand E. Marcos and Imelda Romualdez Marcos,
but upon the request, and as nominee, of the late Hans Menzi who
owned and delivered to him said shares. According to the
Sandiganbayan, Cojuangco failed to present evidence necessary to
establish his affirmative defense.
As regards the 214 block, the Sandiganbayan ruled that there
is no longer any dispute concerning the ownership of the 46,620.5
shares held by Campos and the 121,178 shares held by Zalamea in
view of the Teehankee Resolution and the fact that these shares
have been waived and assigned to PCGG.
 The Sandiganbayan went on to declare that the only remaining
issue pertaining to Cojuangcos claim to his alleged portion of the
214 block should be resolved in favor of the Republic because of
Cojuangcos consistent disavowal of any proprietary interest in the
shares which are the subject matter of the instant case and his
claim that he held the shares as nominee of Menzi.

The Sandiganbayan further ruled that Yaps shares, which

were acquired by him in 1961 before Marcos became President, are
not ill-gotten wealth of the Marcoses. Moreover, the one (1) Bulletin
share for which dividend checks were issued to and received by the
Estate of Menzi was deemed to belong to the latter.

In G.R. No. 154487, petitioner Cojuangco assails paragraphs

1 and 2 of the Sandiganbayan Decision. Allegedly, the Government
does not claim that in acquiring the Bulletin shares registered in
Cojuangcos name, the late President Marcos used government
funds or resources. Cojuangco raises several issues, namely: (a)
Were the Bulletin shares, at any time, of government ownership? (b)
Were the Bulletin shares acquired by Marcos and, if so, did he use
government funds to acquire them? (c) Did petitioner Cojuangco act
as the dummy or nominee of Marcos to acquire, or to conceal the
acquisition of the shares by the latter?

In the Memorandum for Eduardo M. Cojuangco, Jr. [24] dated May

6, 2005, Cojuangco argues that the Republic neither alleged nor
presented evidence to prove that that the Bulletin shares registered
in his name were owned by the Republic but were taken by the
Marcoses by taking advantage of their public office and/or using
their powers, authority, influence, connections or relationship or
that they were acquired by the Marcoses from Menzi with the use of
government or public funds. Hence, the conclusion should be
sustained that the shares were owned by Menzi and never by the
Republic, and no public funds were used in their acquisition.

Cojuangco attacks the Sandiganbayans reliance on Quimsons

affidavit saying that it is hearsay because Quimson was not
presented in court to affirm the contents of his affidavit and was
not subjected to cross-examination as he had already passed away
when Civil Case No. 0022 was tried. Quimsons affidavit is allegedly
double hearsay insofar as it alleges that Marcos owned the Bulletin
shares and that Cojuangco was merely Marcos nominee because
Quimson had no contact with Marcos and his knowledge of the
latters purported ownership of the Bulletin shares was merely
relayed to him by Menzi.

Even the supposed corroborating evidence, consisting of the

affidavits of Pedro Teodoro, Evelyn S. Singson, Gapud, and Angelita
Reyes, have allegedly been declared as having no probative value
inasmuch as the affiants did not take the witness stand and could
not be cross-examined.

The Republic likewise allegedly failed to prove its contention

that Bulletin issued checks in favor of Campos, Cojuangco and
Zalamea which were deposited into numbered accounts in Security
Bank & Trust Company owned by the Marcoses. Moreover, the
dividend checks supposedly indorsed by Cojuangco in blank do not
conclusively demonstrate that they were indorsed in favor of the
Marcoses.

On the other hand, there is allegedly sufficient evidence on

record to prove that Cojuangco was a nominee of Menzi. These
documents consist of the testimony of Atty. Montecillo to the effect
that, as far as he knew, Cojuangco really acted as nominee for the
General, and the originals of the stock certificates covering the
Bulletin shares registered in Cojuangcos name.

Cojuangco further avers that the allegation that the Bulletin

shares were registered in his name upon the request, and as
nominee, of Menzi is a specific denial and not an affirmative defense
as the Sandiganbayan declared. As a specific denial, the allegation
need not be proven unless the Republic presents adequate evidence
proving the allegations in its complaint which, Cojuangco insists,
the Republic failed to do.

He likewise argues that the Republic is not entitled to damages

of any kind because it failed to establish that it has any proprietary
interest in the Bulletin shares registered in his name; that the said
shares are owned by the Marcoses; and that it suffered any
pecuniary loss by reason of such ownership.

Based on these allegations, Cojuangco prays that he be

declared the owner of the 46,626 Bulletin shares registered in his
name, together with all cash and stock dividends which have
accrued in favor of said shares from October 15, 1987, and ordering
the PCGG to return the cash deposit of P8,174,470.32 plus interest
to Bulletin.

In its Memorandum[25] dated March 17, 2005, the Republic

maintains that Cojuangco has consistently denied any proprietary
interest in the Bulletin shares. Hence, he cannot claim ownership of
the Bulletin shares registered in his name. His allegation that that
he was a nominee of Menzi was pleaded by way of defense. Thus, he
has the burden of proving this material allegation, set up as new
matter, that the shares were not his but Menzis.

Since the Bulletin shares were not included in the inventory of

Menzis assets, it allegedly follows that Cojuangco could not have
been a nominee of Menzi who did not own the subject Bulletin
shares.

As regards the contention that the Republic failed to show that

the shares belong to the Government or were acquired using public
funds, the Republic maintains that Marcos acquired the Bulletin
shares using his political clout. His very act of participating in a
business enterprise using nominees to conceal his ownership of
Bulletin shares is already a violation of the Constitution.

Furthermore, Campos and Zalamea, who, like Cojuangco, held

shares in the 198 and 214 blocks, have already surrendered and
assigned their respective shares to the Government and
acknowledged the right of the Government over the Bulletin
registered in their names. Such is allegedly a clear indication that
they acted as dummies of Marcos. The admission of Campos and
Zalamea that their shares in the 214 block belonged to Marcos may
allegedly be used to prove that the 198 block was likewise held by
them as dummies of the former dictator.

The Sandiganbayan also allegedly did not rely on the

Teehankee Resolution to support its conclusion that the 198 and
214 blocks are ill-gotten wealth but made its own finding after a
full-blown trial at which all the parties, except Cojuangco,
presented their respective evidence.
 Moreover, the evidence presented by the Republic allegedly
preponderates in favor of its theory that the Bulletin shares in the
names of Campos, Cojuangco and Zalamea were actually held in
trust for the benefit of the Marcoses. Notably, the PCGG Resolution
dated May 22, 1987, presented by the Republic as its Exhibit I
declares that Quimson and Teodoro, close associates of Menzi,
stated under oath that when Marcos allowed the Bulletin to reopen
during Martial Law, Menzi was allowed only 20% participation, and
that Marcos put his shares in the names of Campos, Cojuangco and
Zalamea.

Besides, Menzi did not execute any deed of trust in his favor as
trustor and Campos, Cojuangco and Zalamea as trustees. Neither
did the Estate of Menzi claim that Campos, Cojuangco and Zalamea
were nominees of Menzi as no cross-claim was filed by the Estate of
Menzi even as it claimed ownership of the 198 and 214 blocks.

In their Memorandum[26] dated March 10, 2005 in G.R. Nos.

154487 and 154518, the Estate of Menzi and HMHMI argue that
the Sandiganbayan erred in not resolving the issue of the ownership
of the 198 and 214 blocks. The Sandiganbayan instead allegedly
relied on its misinterpretation of the Teehankee Resolution to the
effect that there is no longer any controversy as regards the
ownership of the portion of the 214 block held by Zalamea.
According to said respondents, the Teehankee Resolution clearly
directed the Sandiganbayan to resolve the issue of ownership of
both the Zalamea and Cojuangco portions of the 214 block.

Respondents Estate of Menzi and HMHMI also contend that

the Quimson affidavit should have been treated as having no
probative value with respect to the 154 block and the 198 and 214
blocks alike. The affidavit was allegedly not at all corroborated by
the other documents presented by the Republic and cited in the
assailedDecision.

They insist that Campos, Cojuangco and Zalamea were

nominees of Menzi, not dummies of Marcos, because, as allegedly
established during trial, the stock certificates covering the
contested blocks of shares were indorsed in blank and remained in
Menzis possession. Even Campos allegedly testified that he was
never in possession of the stock certificates.

Assuming that Campos was indeed a Marcos dummy, his

admission should apply solely to the Bulletin shares registered in
his name. Likewise, Zalamea allegedly never declared himself to be
a Marcos nominee, only that he does not claim true and beneficial
ownership of the Bulletin shares recorded in his name. The
dividend checks for Zalameas shareholdings, in fact, allegedly
indicate the Estate of Menzi as the payee, proving that Zalamea was
Menzis nominee.

Respondents Estate of Menzi and HMHMI further claim that

the 198 and 214 blocks were not mentioned in Menzis Last Will and
Testament because Menzi knew of the impending promulgation of a
decree which would limit to only 20% the ownership of media
enterprises by one person or family. Allegedly, in order to get around
this restriction, Menzi devised the nominee structure whereby he
used three (3) nominees to enable him to retain his 80% stake in
Bulletin. Besides, there was allegedly a legal question as to whether
sequestered shares need to be declared for estate tax purposes in
the meantime that a case involving these shares was pending.
 Said respondents finally posit that assuming that the 198 and
214 blocks are ill-gotten, the shares themselves, and not merely the
proceeds, should be forfeited in favor of the Government.

Yap, on the other hand, claims in his Memorandum[27] dated

May 10, 2005 filed in G.R. Nos. 154487 and 154518 that Cojuangco
may not raise in his petition a new specific relief consisting of the
prayer that he be declared the owner of the 46,626 Bulletin shares
registered in his name which Cojuangco never asked for during the
proceedings before the Sandiganbayan. Cojuangco is allegedly
bound by his judicial admission that he has no proprietary interest
over the said Bulletin shares.

Purportedly, because of this judicial admission, Alternative B

mentioned in the Teehankee Resolution was eliminated. The only
option which remained was, as held by the Sandiganbayan, to
declare that the Government is the legal owner of the shares and
direct the PCGG to execute the necessary documents to effect the
transfer thereof in accordance with Alternative A.

As regards the prayer that the shares themselves be forfeited

in favor of the Government, Yap contends that this cannot be done
because the Government is barred by the Constitution from
acquiring ownership of private mass media.
 The Estate of Menzi and HMHMI should also not be allowed to
claim the portion of the 214 block held by Campos and Zalamea
whose ownership has allegedly been settled by this Court in the
Teehankee Resolution.

Yap also claims that the Estate of Menzi and HMHMI have
unlawfully concealed the stock certificates representing a portion of
the shares held by Campos and Zalamea. Their lawyers, specifically
Atty. Montecillo, have also allegedly staked an unfounded claim on
the Bulletin shares in violation of their duty, as lawyers of Bulletin
for several years, to protect the latters interests.

Cojuangco filed a Reply Memorandum[28] dated October 17,

2005, substantially reiterating his argument that the
Sandiganbayan failed to make a finding that the Bulletin shares are
ill-gotten as defined by the pertinent executive orders and that they
were owned by the Marcoses. Consequently, he insists that there is
no basis for the Sandiganbayans conclusion that the Republic is the
legal owner of the said shares.

The Republic also filed a Memorandum[29] dated March 17,

2005 in G.R. No. 154518, averring that the petition raises factual
issues not proper in a petition for review under Rule 45 of the Rules
of Court.

The Republic insists that the Decision of the Sandiganbayan

relative to the 198 and 214 blocks was not based on Quimsons
affidavit alone but on the totality of the evidence presented to
support the complaint. Quimsons affidavit was allegedly given
prominence because it related in detail how Campos, Cojuangco
and Zalamea came to be nominees of Marcos. The allegations in
Quimsons affidavit were allegedly confirmed by Menzis Last Will
and Testament, the initial inventory of his assets, the letters and
correspondence between Marcos and Menzi, Campos deposition,
and the dividend checks issued to Campos, Cojuangco and Zalamea
even after they have supposedly transferred their Bulletin shares to
HMHMI.

Moreover, Atty. Montecillo did not institute any action against

Campos, Cojuangco and Zalamea to recover the shares. This
allegedly indicates that the shares were not owned by Menzi and
that Campos, Cojuangco and Zalamea did not act as Menzis
nominees.

As regards the claim that Menzi owned the shares registered in

the names of Campos, Cojuangco and Zalamea because the stock
certificates covering them were in Menzis possession, the Republic
maintains that mere possession of the stock certificates does not
operate to vest ownership on Menzi considering that Campos
already declared that Marcos owned those shares and Zalamea
surrendered his shares to the Government.

Furthermore, the Republic alleges that the Sandiganbayan

had already ruled with finality that the Estate of Menzi and HMHMI
cannot recover the Campos and Zalamea portions of the 214 block.
Specifically, in the Resolution dated January 2, 1995, the
Sandiganbayan declared that the Estate of Menzi cannot recover the
Campos shares because the latter, who was not a co-defendant in
the case, had already voluntarily surrendered the same to the
PCGG. Zalameas shares could likewise not be recovered because he
was also not a party, either as defendant, cross-defendant or third-
party defendant. Moreover, in another Resolution dated July 10,
1993, the Sandiganbayan held that the Estate of Menzi has not
pleaded any claim of ownership over the Bulletin shares in the
names of Campos, Cojuangco and Zalamea, much less has it
intervened to express any prejudice to it should any judgment be
rendered for or against Campos, Cojuangco and Zalamea.

We again affirm the ruling of the Sandiganbayan.

It should be noted at the outset that there is no more dispute

as regards the Bulletin shares registered in the name of Campos. In
fact, Campos was not included as a defendant in Civil Case No.
0022. The Bulletin shares registered in his name have been
voluntarily surrendered to the PCGG and the proceeds thereof have
accordingly been forfeited in favor of the Government.

The Pre-Trial Order of the Sandiganbayan dated November 11,

1991 likewise does not mention as an issue the ownership of the
Campos-held Bulletin shares.

The same cannot be said, however, of the Bulletin shares

registered in the name of Zalamea. Although he was dropped as a
party-defendant in the Second Amended Complaint dated October
17, 1990 purportedly by reason of the Deed of Assignment he
executed on October 15, 1987, the Zalamea-held shares are clearly
still covered by the Teehankee Resolution remanding the issue on
the ownership of the sequestered Cojuangco and Zalamea shares for
determination and adjudication by the Sandiganbayan.
 Having said that, we now proceed to determine whether the
Sandiganbayan committed reversible error in rendering the
assailed Decision.

As with the 154 block, the issues raised by the petitioners

assailing the Sandiganbayans disposition of the 198 and 214 blocks
are largely factual and, therefore, generally beyond the scope of our
review under Rule 45 of the Rules of Court. Nonetheless, as will be
shown in the following disquisition, there is no cause for this Court
to reverse the Sandiganbayan because the evidence on record amply
supports its findings and conclusions.

The 46,626 shares registered in the name of Cojuangco which

formed part of the 214 block were declared to be ill-gotten wealth
based on the evidence presented by the Republic to show that
Cojuangco acted as a nominee of Marcos and on Cojuangcos
unsubstantiated allegation that he acted as a nominee not of
Marcos but of Menzi.

Cojuangco counters, however, that the allegation that he acted

as Menzis nominee is a specific denial which he does not have the
burden of proving.

Notably, in the Answer of Defendant Eduardo M. Cojuangco,

Jr. dated March 16, 1989, Cojuangco claimed as part of his denial
that whatever shares of stock he may have in Bulletin Publishing
Corporation and/or H.M. Holdings and Management, Inc. were not
acquired and held by him as dummy, nominee and/or agent of
defendants Ferdinand E. Marcos and Imelda Romualdez Marcos,
but upon the request, and as nominee, of the late Hans Menzi who
owned and delivered to him said shares.[30]
 Likewise, in his Pre-Trial Brief dated January 15, 1992,
Cojuangco stated that [I]n regard shares of stock in the name of
defendant Cojuangco in Bulletin Publishing Corporation and/or HM
Holdings & Management, Inc., he was never, and is not, a nominee
of any other person but the late Brig. Gen. Hans M. Menzi.
Defendant Cojuangco therefore reiterates that he has no proprietary
interest in the shares which are the subject matter of the instant
case. They properly belong to the estate of the late Hans Menzi. [31]

It is procedurally required for each party in a case to prove his

own affirmative allegations by the degree of evidence required by
law. In civil cases such as this one, the degree of evidence required
of a party in order to support his claim is preponderance of
evidence, or that evidence adduced by one party which is more
conclusive and credible than that of the other party. It is therefore
incumbent upon the plaintiff who is claiming a right to prove his
case. Corollarily, the defendant must likewise prove its own
allegations to buttress its claim that it is not liable.[32]

The party who alleges a fact has the burden of proving it. The
burden of proof[33] may be on the plaintiff or the defendant. It is on
the defendant if he alleges an affirmative defense which is not a
denial of an essential ingredient in the plaintiffs cause of action,
but is one which, if established, will be a good defense i.e., an
avoidance of the claim.[34]

In the instant case, Cojuangcos allegations are in the nature of

affirmative defenses which should be adequately substantiated. He
did not deny that Bulletin shares were registered in his name but
alleged that he held these shares not as nominee of Marcos, as the
Republic claimed, but as nominee of Menzi. He did not, however,
present any evidence to support his claim and, in fact, filed
a Manifestation dated July 20, 1999 stating that he sees no need to
present any evidence in his behalf.[35]

In contrast to Cojuangcos consistent, albeit unsupported,

disclaimer, the Sandiganbayan found the Republics evidence to be
preponderant. These pieces of evidence consist of: the affidavit of
Quimson detailing how Campos, Cojuangco and Zalamea became
Marcos nominees in Bulletin; the affidavit Teodoro relative to the
circumstances surrounding the sale of Menzis substantial shares in
Bulletin to Marcos nominees and Menzis retention of only 20% of
the corporation; the sworn statement of Gapud describing the
business interests and associates of Marcos and stating that
Bulletin checks were periodically issued to Campos, Cojuangco and
Zalamea but were deposited after indorsement to Security Bank
numbered accounts owned by the Marcoses dividend checks issued
to Campos, Cojuangco and Zalamea even after their shares have
been transferred to HMHMI; the Certificate of Incorporation,
Articles of Incorporation and Amended Articles of Incorporation of
HMHMI showing that Bulletin shares held by Campos, Cojuangco
and Zalamea were used to set up HMHMI; Deed of Transfer and
Conveyance showing that Campos, Cojuangco, Zalamea and Menzi
transferred several shares, including Bulletin shares, to HMHMI in
exchange for shares of stock in the latter which shares were not
issued; the Inventory of Menzis assets as of May 15, 1985 which
does not include Bulletin shares; notes written by Marcos regarding
Menzis resignation as aide-de-camp to devote his time to run
Bulletins operations and the reduction of his shares in the
corporation to 12%; and letters and correspondence between
Marcos and Menzi regarding the affairs of Bulletin.
 These pieces of uncontradicted evidence suffice to establish
that the 198 and 214 blocks are indeed ill-gotten wealth as defined
under the Rules and Regulations of the PCGG, viz:

Sec. 1. Definition.(A) Ill-gotten wealth is hereby defined as any

asset, property, business enterprise or material possession of persons
within the purview of Executive Orders Nos. 1 and 2, acquired by them
directly, or indirectly thru dummies, nominees, agents, subordinates
and/or business associates by any of the following means or similar
schemes:

(1) Through misappropriation, conversion, misuse or

malversation of public funds or raids on the public treasury;

(2) Through the receipt, directly or indirectly, of any

commission, gift, share, percentage, kickbacks or any other form of
pecuniary benefit from any person and/or entity in connection with
any government contract or project or by reason of the office or
position of the official concerned;

(3) By the illegal or fraudulent conveyance or disposition of

assets belonging to the government or any of its subdivisions,
agencies or instrumentalities or government-owned or controlled
corporations;

(4) By obtaining, receiving or accepting directly or indirectly

any shares of stock, equity or any other form of interest or
participation in any business enterprise or undertaking;

(5) Through the establishment of agricultural, industrial or

commercial monopolies or other combination and/or by the issuance,
promulgation and/or implementation of decrees and orders intended
to benefit particular persons or special interests; and
 (6) By taking undue advantage of official position, authority,
relationship or influence for personal gain or benefit.

Cojuangcos disavowal of any proprietary interest in the

Bulletin shares is conclusive upon him. His prayer that he be
declared the owner of the said shares, together with all the cash
and stock dividends which have accrued thereto since October 15,
1987, and that the PCGG be ordered to return the cash deposit
of P8,174,470.32 to Bulletin, therefore, has no legal basis and
should perforce be denied.
In this connection, it should be said that Cojuangco
apparently desisted from presenting evidence and chose instead to
stake his claim with the Estate of Menzi and HMHMI. As found by
the Sandiganbayan, however, the Estate of Menzi and HMHMI failed
to prove their allegation that Campos, Cojuangco and Zalamea were
Menzis nominees. Neither did the Estate of Menzi and HMHMI
institute an action to recover the shares from Menzis nominees.

Significantly, even as they claimed ownership of the Bulletin

shares in their Answer to the Republics Second Amended
Complaint, the Estate of Menzi and HMHMI did not file any cross-
claim against the purported Menzi nominees.

Quite revealing, too, is the fact that Campos, in his Answers to

Direct Interrogatories[36] taken before the Consul General at the
Philippine Consulate General in Vancouver, British Columbia,
Canada on November 25, 1994, repeatedly declared that he owned a
portion of the 198 block per instruction of President Marcos [37] and
that he became the shareholder, per instruction of President
Marcos.[38]
 Likewise, in his Deed of Assignment dated October 15, 1987,
Zalamea manifested that he does not claim true and beneficial
ownership of the Bulletin shares registered in his name and that he
voluntarily waived and assigned the same in favor of the PCGG.

These declarations should have alerted the Estate of Menzi

and HMHMI to file cross-claims against Campos and Zalamea. The
fact that they did not enfeebles their claim of ownership.

It is also important to note that the Estate of Menzi did not include
the 198 and 214 blocks in the inventory of the estates assets dated
May 15, 1985. If, as it claims, the Bulletin shares of Campos,
Cojuangco and Zalamea were held by them as nominees of Menzi,
then these shares should have been included in the inventory. The
justification advanced for the said non-inclusion, which is that the
stock certificates covering them were not in the possession of Atty.
Montecillo, is nothing but a hollow pretext given the fact that even
after the certificates came to Atty. Montecillos possession in 1987,
an updated inventory declaring the said shares as part of Menzis
estate was not filed pursuant to the Order of the probate court
dated November 17, 1992.

Further, the claim that Menzi would need dummies because of

the impending promulgation of a decree which would limit to 20%
the ownership of media enterprises by one person or family is
incredulous since no such decree was ever issued.

Parenthetically, the fact that the stock certificates covering the

shares registered under the names of Campos, Cojuangco and
Zalamea were found in Menzis possession does not necessarily
prove that the latter owned the shares. A stock certificate is merely
a tangible evidence of ownership of shares of stock. [39] Its presence
or absence does not affect the right of the registered owner to
dispose of the shares covered by the stock certificate. Hence, as
registered owners, Campos and Zalamea validly ceded their shares
in favor of the Government. This assignment is now a fait
accompli for the benefit of the entire nation.

The contention that the sale of the 214 block to the Bulletin
was null and void as the PCGG failed to obtain approval from the
Sandiganbayan is likewise unmeritorious. While it is true that the
PCGG is not empowered to sell sequestered assets without prior
Sandiganbayan approval,[40] this case presents a clear exception
because this Court itself, in the Teehankee Resolution, directed the
PCGG to accept the cash deposit offered by Bulletin in payment for
the Cojuangco and Zalamea sequestered shares subject to the
alternatives mentioned therein and the outcome of the remand to
the Sandiganbayan on the question of ownership of these
sequestered shares.

In light of the foregoing, we are not inclined to disturb the

Sandiganbayans evaluation of the weight and sufficiency of the
evidence presented by the Republic and its finding that the evidence
adduced by the Estate of Menzi and HMHMI do not prove their
allegation that Campos, Cojuangco and Zalamea are Menzis
nominees, taking into account the express admission of Campos
that he owned the shares upon Marcos instruction, the declaration
of Zalamea that he does not claim true and beneficial ownership of
the shares, and the absolute dearth of evidence regarding
Cojuangcos assertion that he is Menzis nominee.
 With regard to the Republics prayer for damages, we find the
same not supported by sufficient evidence.

An award of actual or compensatory damages requires proof of

pecuniary loss. In this case, the Republic has not proven with a
reasonable degree of certainty, premised on competent proof and
the best evidence obtainable, that it has suffered any actual
pecuniary loss by reason of the acts of the defendants. Hence,
actual or compensatory damages may not be awarded. [41]
On the other hand, while no proof of pecuniary loss is
necessary in order that moral, temperate, nominal and exemplary
damages may be adjudicated, proof of damage or injury should
nonetheless be adduced. As found by the Sandiganbayan, however,
the Republic failed to show the factual basis for the award of moral
damages and its causal connection to defendants acts. Thus, moral
damages, which are designed to compensate the claimant for actual
injury suffered and not to impose a penalty on the wrongdoer,
[42]
may not be awarded. Temperate, nominal, and exemplary
damages, attorneys fees, litigation expenses and judicial costs may
likewise not be adjudicated for failure to present sufficient evidence
to establish entitlement to these awards.

WHEREFORE, the petitions in G.R. No. 152578, G.R. No.

154487 and G.R. No. 154518 are DENIED. TheDecision of the
Sandiganbayan dated March 14, 2002 is AFFIRMED.

SO ORDERED.