G.R. Nos. 159104-05 October 5, 2007RODOLFO M. CUENCA and CUENCA INVESTMENT CORP.,petitioners,vs.THE PRESIDENTIAL COMMISSION ON GOOD GOVERNMENT, INDEPENDENT REALTY CORP., and UNIVERSAL HOLDINGS CORP.,respondents.D E C I S I O NVELASCO, JR.,J.:The CaseIn this Petition for Review on Certiorari under Rule 45, petitioners assail the January 6, 2003 Decision1of the Court of Appeals (CA) in consolidated cases CA-G.R. CV No. 603382and CA-G.R. SP No. 496863which upheld the jurisdiction of Sandiganbayan over a dispute involving the transfer of stocks and subscription rights of respondent Universal Holdings Corporation (UHC), a sequestered company, in favor of petitioners Rodolfo M. Cuenca and Cuenca Investment Corporation (CIC); and its July 15, 2003 Resolution4denying petitioners Motion for Reconsideration.5The consolidated cases originated from Civil Case No. 91-2721 entitledRodolfo M. Cuenca, et al. v. Independent Realty Corp., et al.filed before the Makati City Regional Trial Court (RTC), Branch 61CA-G.R. CV No. 60338 being an appeal from the April 23, 1998 Decision rendered by the Makati City RTC, and CA-G.R. SP No. 49686 being a special civil action formerly filed as a petition for certiorari before the Supreme Court, but was remanded to the CA for a review of the denial of the motion for intervention filed by respondent Presidential Commission on Good Government (PCGG).The FactsRespondent UHC is a wholly owned subsidiary of Independent Realty Corporation (IRC). UHC had an authorized capital stock of PhP 200,000,000 of which 401,995 shares worth PhP 40,199,500 were subscribed and PhP 10,050,000 was paid up by IRC. Five stockholders of IRC held qualifying shares in UHC and served in its Board of Directors. UHC became an inactive holding company until the later months of 1978.In 1978, petitioner Rodolfo M. Cuenca and his familys holding company, petitioner CIC, negotiated and reached an agreement with respondents IRC and UHC, whereby petitioners Cuenca and CIC would purchase all the shares of stock and subscription rights of IRC in UHC for PhP 10,000,000 and assume IRCs unpaid subscription of PhP 30,000,000. Petitioners Cuenca and CIC were then the controlling stockholders of the Construction and Development Corporation of the Philippines (CDCP), now the Philippine National Construction Corporation (PNCC), Sta. Ines Melale Forest Products Corporation (Sta. Ines), and Resort Hotels Corporation (Resort Hotels). In order to build up UHC as his flagship company, petitioner Cuenca transferred to UHC the shares of stocks in CDCP, Sta. Ines, and Resort Hotels worth PhP 67,233,405, with UHC assuming Cuencas various bank obligations, some or all of which were secured by pledges or liens on the stocks.On October 21, 1978, petitioner Cuenca was elected Chairperson and President of UHC at a special stockholders meeting in accordance with the acquisition plan, and through UHC, Cuenca continued to control and manage CDCP, Sta. Ines, and Resort Hotels. Pursuant to the acquisition plan and agreement with IRC, Cuenca and CIC transferred their shares of stock in CDCP, Sta. Ines, and Resort Hotels to UHC, which in turn paid PhP 10,000,000 to IRC. In addition, petitioners assumed IRCs unpaid subscription of PhP 30,000,000 in UHC. The only remaining matter to be accomplished was the transfer of the stocks and subscription rights of IRC in UHC to petitioners, but despite demand, IRC did not comply.In 1986, the instant controversy between petitioners and respondent IRC was overtaken by dramatic political events. President Marcos was ousted in a bloodless revolution and left behind an unbelievably large amount of funds and assets that were sequestered by the new government of President Aquino through PCGG. In July 1987, because of Marcos nominee Jose Yao Campos sworn statement, respondent PCGG directed Santos Luis Diego, President of IRC, to dissolve all the boards of directors of IRCs fully-owned subsidiaries. A year later, it turned over IRC and its subsidiary, UHC, to the Asset Privatization Trust (APT) for rehabilitation, conservation, or disposition, enabling APT to assign one share of stock in IRC and in each of its 25 subsidiaries, including UHC, to Paterno Bacani, Jr.Amidst this state of affairs, petitioners filed the October 2, 1991 Complaint6against IRC, UHC, APT, and Bacani before the Makati City RTC, which was docketed as Civil Case No. 91-2721, to compel IRC to transfer all its stock and subscription rights in UHC to them or order IRC and UHC to return and re-convey to them all the assets and shares of stock in CDCP, Sta. Ines, and Resort Hotels that they had transferred to UHC.The Ruling of the Regional Trial CourtOn November 29, 1991, respondents IRC and UHC filed a Joint Motion to Dismiss7on the ground of lack of jurisdiction, claiming that the exclusive jurisdiction was lodged in the Sandiganbayan and not in the RTC. Meanwhile, on December 9, 1991, respondents IRC and UHC, represented by respondent PCGG, filed another Motion to Dismiss8on the ground oflitis pendentiaas petitioner Cuenca had a pending case filed by respondent PCGG before the Sandiganbayan and docketed as Civil Case No. 0016 entitledRepublic of the Philippines v. Rodolfo M. Cuenca, et al., which involved respondent UHC and several other corporations beneficially owned or controlled by petitioner Cuenca for and in behalf of the Marcoses. Meanwhile, in the May 14, 1992 Order, the trial court dismissed the Complaint against APT and Bacani, and dropped them as defendants on October 16, 1992.9On March 25, 1993, the trial court, however, denied both motions to dismiss on the ground that respondent PCGG was not impleaded in the instant case and that the transaction involved specific performance of a contract entered into in 1978 before the PCGG came into existence.Consequently, on August 19, 1993, respondents IRC and UHC filed their Answer with Counterclaim.10Before pre-trial, petitioners sent their Interrogatories11to IRC and UHC, which were answered by IRC on July 25, 1994.12After considerable time had elapsed without UHC filing its answer to the interrogatories, and unsatisfied with IRCs answer not accomplished, duly signed, and sworn to by a competent and responsible IRC officer as only IRCs counsel signed it, petitioners filed on August 30, 1994 a Motion to Compel UHC to Answer Interrogatories13to which the trial court issued two related Orders, the first dated January 17, 1995 directing IRC to submit proper and complete answers and UHC to answer the interrogatories,14and the second dated February 10, 1995 granting respondents IRC and UHC an extension of 15 days to file their answers to the interrogatories.15On September 29, 1995, petitioners filed a Motion to Declare Defendants in Default16for non-compliance with Section 5 of Rule 29,17Revised Rules of Civil Procedure. Respondents IRC and UHC filed their respective Answers to Interrogatories18on October 17, 1995 or only after the motion to declare them in default was filed and served. Consequently, the trial court issued its February 7, 1996 Order of default, which also granted petitioners the right to adduce their evidenceex-parte.19On September 9, 1996, the trial court likewise denied20the Motion for Reconsideration and/or Lift Order of Default21filed by respondents IRC and UHC.Subsequently, respondent PCGG filed its Motion for Leave to Intervene with Motion to Dismiss on December 18, 1996, which was denied by the trial court only on April 20, 1998.22Parenthetically, on October 22, 1996, petitioners filed an UrgentEx-ParteApplication for Receivership which was granted through an October 28, 1996 Order, appointing Jaime C. Laya as UHCs receiver. After posting the requisite bond, the trial court issued on November 5, 1996 an Order approving the bond, and receiver Laya submitted his November 13, 1996 Oath of Office.Petitioners adduced their evidence and presented the testimonies of petitioner Rodolfo Cuenca and Lourdes G. Labao, a supervisor of Caval Securities Registry, Inc., who testified on the transfers of shares of stock of CDCP, Sta. Ines, and Resort Hotels from Cuenca and CIC to UHC. On March 20, 1998, petitioners filed their Formal Offer of Exhibits.23On April 23, 1998, the trial court rendered a Decision in favor of petitioners. Thefalloreads:Accordingly, JUDGMENT is hereby rendered in favor of plaintiffs and as against defendants IRC and UHC, who are hereby ordered to immediately return and reconvey to plaintiffs all of the shares of stocks and stock subscriptions in Philippine National Construction Corporation (formerly known as Construction and Development [Corporation] of the Philippines), Resort Hotels Corporation and Sta. Ines Melale Forest Products Corporation, including those transferred by plaintiffs to UHC such as the 24,780,746 shares in CDCP/PNCC, the 468,062 shares in Resort Hotels Corporation and the 23,748,932 shares in Sta. Ines Melale Forest Products Corporation plus all fruits thereof such as stock and cash dividends and stock splits.The plaintiffs prayer for damages and attorneys fees are hereby DENIED.The counterclaim of defendants UHC and IRC for damages and attorneys fees is hereby DENIED for lack of evidence.The appointment of JAIME C. LAYA as Receiver of defendant UHC is hereby MAINTAINED until finality of this Decision and full execution of this Decision or full compliance herewith by defendants.24From the adverse Decision, respondents IRC and UHC appealed to the CA, which was docketed as CA-G.R. CV No. 60338. On the other hand, after the trial court denied respondent PCGGs Motion for Reconsideration25through its July 22, 1998 Order,26PCGG brought the instant case before this Court in G.R. No. 13516. Said PCGG special civil action was remanded to the CA and docketed as CA-G.R. SP No. 49686 entitledPresidential Commission on Good Government (PCGG) v. Hon. Fernando V. Gorospe, as Presiding Judge RTC of Makati City, Branch 61, et al. In the petition before the CA, PCGG also assailed the April 20, 1998 Order of the trial court denying its motion for intervention in Civil Case No. 91-2721. Thus, the petition for certiorari (CA-G.R. SP No. 49686) and the appeal (CA-G.R. CV No. 60338) were consolidated.The Ruling of the Court of AppealsThrough its assailed Decision, the appellate court reversed the Makati City RTCs Decision, granted the petition filed by PCGG, and dismissed the instant case for lack of jurisdiction. The appellate court ratiocinated that the Sandiganbayan had exclusive jurisdiction to hear the instant case involving petitioners and the sequestered respondents corporations. It held that the recourse of parties, petitioners in the instant case, who wish to challenge respondent PCGGs acts or orders, would be to the Sandiganbayan pursuant to Executive Order No. (EO) 14 issued on May, 7, 1986,27which ordained that this body alone had the original jurisdiction over all of respondent PCGGs cases, civil or criminal, citingPCGG v. Pea28as authority. The appellate court appliedRepublic v. Sandiganbayan29on the issue of sequestration by respondent PCGG of UHC, CIC, and CDCP (now PNCC) against petitioner Cuenca, the Marcos spouses, their relatives, friends, and colleagues.The CA applied the doctrine of conclusiveness of judgment that any rule which had already been authoritatively established in a previous litigation should be deemed the law of the case between the same parties. As such, the appellate court adopted the ruling inRepublicon the continuing force of the order of sequestration and concluded that, indeed, respondent UHC is a sequestered company. The CA did not find merit in petitioners contention that sequestration did not affect their transaction with respondents as it arose before PCGG was created.Even if petitioners had initially a cause of action, the CA ruled that the complaint was certainly affected by the passage of the law charging respondent PCGG with the performance of certain tasks over the subject matter of the action; and that the same subject matter had become subject to the new exclusive jurisdiction vested in the Sandiganbayan at the time petitioners filed the instant case.Aggrieved, petitioners filed their Motion for Reconsideration30which was denied by the assailed July 15, 2003 CA Resolution.31Hence, they filed this petition for review.The IssuesPetitioners raise the following grounds for our consideration:THE COURT OF APPEALS COMMITTED REVERSIBLE ERROR IN DISMISSING CIVIL CASE NO. 91-2721 BELOW ON THE GROUND THAT THE SANDIGANBAYAN HAS EXCLUSIVE JURISDICTION OVER THE SUBJECT MATTER OF THE CASE.A.THE FACT ALONE THAT RESPONDENT UHC MAY HAVE BEEN SEQUESTERED DID NOT DIVEST THE REGIONAL TRIAL COURT OF ITS JURISDICTION OVER THE SUBJECT MATTER OF PETITIONERS COMPLAINT IN CIVIL CASE NO. 91-2721 BELOW.B.THE COURT OF APPEALS RELIANCE ON THE CASE OFREPUBLIC VS. SANDIGANBAYAN, 240 SCRA 376 (1995), IS MISPLACED.C.THE COURT OF APPEALS APPLICATION OF THE DOCTRINE OF CONCLUSIVENESS OF JUDGMENT IS ERRONEOUS.32The Courts RulingThe petition must fail.The core issue before us is that of jurisdiction. In gist, petitioners argue that UHC was not sequestered, and even if it was sequestered, the trial court still has the jurisdiction to hear the case for rescission of contract or specific performance, and conclude that the doctrine of conclusiveness of judgment does not apply in the instant case.Issue of JurisdictionJurisdiction is defined as the power and authority of a court to hear, try, and decide a case.33Jurisdiction over the subject matter is conferred by the Constitution or by law while jurisdiction over the person is acquired by his/her voluntary submission to the authority of the court or through the exercise of its coercive processes. Jurisdiction over the res is obtained by actual or constructive seizure placing the property under the orders of the court.34We are primarily concerned here with the first kind of jurisdiction, that is, jurisdiction over the subject matter.Petitioners contend that even if UHC was indeed sequestered, jurisdiction over the subject matter of petitioners Complaint for enforcement or rescission of contract between petitioners and respondents belonged to the RTC and not the Sandiganbayan. Petitioners citedPhilippine Amusement and Gaming Corporation v. Court of Appeals,35involving Philippine Casino Operators Corporation (PCOC) which was sequestered on March 19, 1986. In said case, this Court held that the fact of sequestration alone did not automatically oust the RTC of jurisdiction to decide upon the question of ownership of the disputed gaming and office equipment as PCGG must be a party to the suit in order that the Sandiganbayans exclusive jurisdiction may be correctly invoked, and as Section 236of EO 14 was duly applied inPCGG v. Pea37andPCGG v. Nepomuceno,38which ineluctably spoke of respondent PCGG as a party-litigant.Likewise, petitioners citedHoliday Inn (Phils.), Inc. v. Sandiganbayan,39which also involved a sequestered company, New Riviera Hotel and Development Co., Inc. (NRHDCI), where this Court held that there is a distinction between an action for the recovery of ill-gotten wealth, as well as all incidents arising from, incidental to, or related to such cases, and cases filed by those who wish to question or challenge respondent PCGGs acts or orders in such cases vis--vis ordinary civil cases that do not pertain to the Sandiganbayan. As such, petitioners contend that the instant ordinary civil case for the enforcement or rescission of the 1978 contract between petitioners and respondents UHC and IRC is distinct from and has absolutely no bearing with the unrelated issue of the sequestration of respondents UHC and IRC. Thus, petitioners strongly contend that the trial court indeed had jurisdiction over the instant case. Besides, petitioners point out that PCGG was not impleaded as a defendant in Civil Case No. 91-2721, and that the Complaint "does not question the PCGGs alleged sequestration of respondent UHC x x x or any other act or order of the PCGG."40Sandiganbayan has exclusive jurisdiction over the instant caseA rigorous examination of the antecedent facts and existing records at hand shows that Sandiganbayan has exclusive jurisdiction over the instant case.Thus, the petition must fail for the following reasons:First, it is a fact that the shares of stock of UHC and CDCP, the subject matter of Civil Case No. 91-2721 before the Makati City RTC, were also the subject matter of an ill-gotten wealth case, specifically Civil Case No. 0016 before the Sandiganbayan. In Civil Case No. 91-2721 of the Makati City RTC, petitioners prayed for a judgment either transferring the UHC shares or restoring and reconveying the PNCC shares to them. In the event a final judgment is rendered in said Makati City RTC case in favor of petitioners, then such adjudication tends to render moot and academic the judgment to be rendered in Sandiganbayan Civil Case No. 0016 considering that the legal ownership of either the UHC or PNCC shares would now be transferred to petitioners Rodolfo Cuenca and CIC. Such adverse judgment would run counter to the rights of ownership of the government over the UHC and PNCC shares in question. It must be remembered that on March 21, 1986, a Sworn Statement41executed by Mr. Jose Y. Campos in Vancouver, Canada, whereby Mr. Campos, a crony and close business associate of the deposed President Marcos, named and identified IRC and UHC (a wholly-owned subsidiary of IRC) as among the several corporations organized, established, and managed by him and other business associates for and in behalf of the former President Marcos. Subsequently, the UHC and IRC shares were surrendered and turned over by Mr. Campos to PCGG, transferring, in effect, the ownership of the shares to the Government.Moreover, inasmuch as UHC was impleaded in Civil Case No. 0016 as a defendant and was listed among the corporations beneficially owned or controlled by petitioner Cuenca, the issue of the latters right to acquire ownership of UHC shares is inexorably intertwined with the right of the Republic of the Philippines, through PCGG, to retain ownership of said UHC shares.It must be borne in mind that the Sandiganbayan was created in 1978 pursuant to Presidential Decree No. (PD) 1606.42Said law has been amended during the interim period after the Edsa Revolution of 1986 and before the 1987 Constitution was drafted, passed, and ratified. Thus, the executive issuances during such period before the ratification of the 1987 Constitution had the force and effect of laws. Specifically, then President Corazon C. Aquino issued the following Executive Orders which amended PD 1606 in so far as the jurisdiction of the Sandiganbayan over civil and criminal cases instituted and prosecuted by the PCGG is concerned,viz:a) EO 1, entitled "Creating the Presidential Commission on Good Government," dated February 28, 1986;b) EO 2, entitled "Regarding the Funds, Moneys, Assets, and Properties Illegally Acquired or Misappropriated by Former President Ferdinand E. Marcos, Mrs. Imelda Romualdez Marcos, Their Close Relatives, Subordinates, Business Associates, Dummies, Agents, or Nominees," dated March 12, 1986;c) EO 14, entitled "Defining the Jurisdiction over Cases Involving the Ill-gotten Wealth of Former President Ferdinand E. Marcos, Mrs. Imelda R. Marcos, Members of their Immediate Family, Close Relatives, Subordinates, Close and/or Business Associates, Dummies, Agents and Nominees," dated May 7, 1986; andd) EO 14-A, entitled "Amending Executive Order No. 14," dated August 18, 1986.Bearing on the jurisdiction of the Sandiganbayan over cases of ill-gotten wealth, EO 14, Secs. 1 and 2 provide:SECTION 1. Any provision of the law to the contrary notwithstanding, thePresidential Commission on Good Governmentwith the assistance of the Office of the Solicitor General and other government agencies, is herebyempowered to file and prosecute all cases investigated by it underExecutive Order No. 1, dated February 28, 1986 andExecutive Order No. 2, dated March 12, 1986, as may be warranted by its findings.SECTION 2. ThePresidential Commission on Good Government shall file all such cases, whether civil or criminal, with theSandiganbayan, which shall haveexclusive and original jurisdiction thereof. (Emphasis supplied.)Notably, these amendments had been duly recognized and reflected in subsequent amendments to PD 1606, specifically Republic Act Nos. 797543and 8249.44In the light of the foregoing provisions, it is clear that it is the Sandiganbayan and not the Makati City RTC that has jurisdiction over the disputed UHC and PNCC shares, being the alleged "ill-gotten wealth" of former President Ferdinand E. Marcos and petitioner Cuenca. The fact that the Makati City RTC civil case involved the performance of contractual obligations relative to the UHC shares is of no importance. The benchmark is whether said UHC shares are alleged to be ill-gotten wealth of the Marcoses and their perceived cronies. More importantly, the interests of orderly administration of justice dictate that all incidents affecting the UHC shares and PCGGs right of supervision or control over the UHC must be addressed to and resolved by the Sandiganbayan. Indeed, the law and courts frown upon split jurisdiction and the resultant multiplicity of suits, which result in much lost time, wasted effort, more expenses, and irreparable injury to the public interest.Second, the UHC shares in dispute were sequestered by respondent PCGG. Sequestration is a provisional remedy or freeze order issued by the PCGG designed to prevent the disposal and dissipation of ill-gotten wealth.45The power to sequester property means toplace or cause to be placed under [PCGGs] possession or control said property, or any building or office wherein any such property or any records pertaining thereto may be found, including business enterprises and entities, for the purpose of preventing the destruction of, and otherwise conserving and preserving the same, until it can be determined, through appropriate judicial proceedings, whether the property was in truth ill-gotten. (Silverio v. PCGG, 155 SCRA 60 [1987]).46Considering that the UHC shares were already sequestered, enabling the PCGG to exercise the power of supervision, possession, and control over said shares, then such power would collide with the legal custody of the Makati City RTC over the UHC shares subject of Civil Case No. 91-2721. Whatever the outcome of Civil Case No. 91-2721, whether from enforcement or rescission of the contract, would directly militate on PCGGs control and management of IRC and UHC, and consequently hamper or interfere with its mandate to recover ill-gotten wealth. As aptly pointed out by respondents, petitioners action is inexorably entwined with the Governments action for the recovery of ill-gotten wealththe subject of the pending case before the Sandiganbayan. Verily, the transfer of shares of stock of UHC to petitioners or the return of the shares of stock of CDCP (now PNCC) will wreak havoc on the sequestration case as both UHC and CDCP are subject of sequestration by PCGG.Third,Philippine Amusement and Gaming CorporationandHoliday Inn (Phils.), Inc.47are not analogous to the case at bar. The first dealt with ownership of gaming and office equipment, which is distinct from and will not impact on the sequestration issue of PCOC. The second dealt with an ordinary civil case for performance of a contractual obligation which did not in any way affect the sequestration proceeding of NRHDCI; thus, the complaint-in-intervention of Holiday Inn (Phils.), Inc. was properly denied for lack of jurisdiction over the subject matter.In both cases cited by petitioners, there was a substantial distinction between the sequestration proceedings and the subject matter of the actions. This does not prevail in the instant case, as the ownership of the shares of stock of the sequestered companies, UHC and CDCP, is the subject matter of a pending case and thus addressed to the exclusive jurisdiction of the Sandiganbayan.Sec. 2 of EO 14 pertinently provides: "The Presidential Commission on Good Government shall file all such cases, whether civil or criminal, with the Sandiganbayan, which shall have exclusive and original jurisdiction thereof."The above proviso has been squarely applied inPea,48where this Court held that the exclusive jurisdiction conferred on the Sandiganbayan would evidently extend not only to the principal causes of action, that is, recovery of alleged ill-gotten wealth, but also to all incidents arising from, incidental to, or related to such cases, including a dispute over the sale of the shares, the propriety of the issuance of ancillary writs of relative provisional remedies, and the sequestration of the shares, which may not be made the subject of separate actions or proceedings in another forum. Indeed, the issue of the ownership of the sequestered companies, UHC and PNCC, as well as IRCs ownership of them, is undeniably related to the recovery of the alleged ill-gotten wealth and can be squarely addressed via the exclusive jurisdiction of the Sandiganbayan.Fourth, while it is clear that the exclusive jurisdiction of the Sandiganbayan only encompasses cases where PCGG is impleaded, such requirement is satisfied in the instant case. The appellate court clearly granted PCGGs petition for certiorari in CA-G.R. SP No. 49686, assailing the trial courts denial of its Motion for Leave to Intervene with Motion to Dismiss. Thus, the trial courts April 20, 1998 Order was reversed and set aside by the appellate court through its assailed Decision. Consequently, PCGG was granted the right to intervene and thus became properly impleaded in the instant case. Without doubt, the trial court has no jurisdiction to hear and decide Civil Case No. 91-2721.Respondent UHC duly sequestered by PCGGThe trial court ruled that respondent PCGG could not stop the transfer of the shares of respondent UHC in CDCP to petitioners as there was no proof of sequestration except a writ of sequestration of Cuencas stocks in CDCP. On the other hand, petitioners contend that the appellate courts reliance onRepublic49is misplaced. They point out that neither PCGG nor respondent corporations relied on said case. Besides, petitioners contend that the Courts statements in said case did not constitute a ruling but mere references to unproven allegations by PCGG in its complaint against Cuenca in Sandiganbayan Civil Case No. 0016; and as such, it cannot be relied upon to hold that UHC was a sequestered corporation. As it is, petitioners conclude that it was a mereobiter dictumwhich was not essential to the disposition of the aforecited case and thus, it is not binding upon the parties for purposes ofres judicataor conclusiveness of judgment.We are not moved by petitioners submission.While it may be true that inRepublic, our statement on Civil Case No. 0016, as cited by PCGG, refers to the allegations in the complaint filed by PCGG against petitioner Cuenca,50we nonetheless stated in said case the fact of the sequestration of the assets and records of Rodolfo Cuenca, UHC, CIC, CDCP, San Mariano Mining Corp., etc. on May 23, 1986 and July 23, 1987. We took factual notice of the sequestration of various companies and properties in said case, thus:aIII. Orders of Sequestration issued by PCGGDuring 1986 and 1987 numerous orders of sequestration, freezing or provisional takeover of companies or properties, real or personal, were issued and implemented. Among those were the orders handed out against the firms or assets hereunder listed, with the dates of sequestration, freezing or take-over, to wit:SUBJECTS/OBJECTS OF SEQUESTRATION DATEx x x xi. Assets and records of Rodolfo Cuenca, May 23, 1986,Universal Holdings Corp., Cuenca July 23, 1987Investment Corporation, PhilippineNational Construction Corp. (formerlyCDCP), San Mariano Mining Corp., etc.51From the foregoing account, we concluded that UHC had indeed been sequestered by the PCGG in 1986 and 1987. Consequently, the appellate court properly applied Republic as basis for its finding that UHC was a sequestered company. Since the issue of sequestration has been resolved, we see no need to delve into the issue of conclusiveness of judgment. Suffice it to say that with the unequivocal finding that UHC was indeed sequestered, then it is the Sandiganbayan, not the Makati City RTC, that has exclusive jurisdiction over the subject matter of Civil Case No. 91-2721.WHEREFORE, the instant petition isDISMISSEDfor lack of merit. The January 6, 2003 Decision and July 15, 2003 Resolution of the CA in CA-G.R. CV No. 60338 and CA-G.R. SP No. 49686 areAFFIRMEDin toto. No costs.SO ORDERED.G.R. No. 163445 December 18, 2007ASIA INTERNATIONAL AUCTIONEERS, INC. and SUBIC BAY MOTORS CORPORATION,petitioners,vs.HON. GUILLERMO L. PARAYNO, JR., in his capacity as Commissioner of the Bureau of Internal Revenue (BIR), THE REGIONAL DIRECTOR, BIR, Region III, THE REVENUE DISTRICT OFFICER, BIR, Special Economic Zone, and OFFICE OF THE SOLICITOR GENERAL,respondents.D E C I S I O NPUNO, C.J.:At bar is a petition for review on certiorari seeking the reversal of the decision1of the Court of Appeals (CA) in CA-G.R. SP No. 79329 declaring the Regional Trial Court (RTC) of Olongapo City, Branch 74, without jurisdiction over Civil Case No. 275-0-2003.The facts are undisputed.Congress enacted Republic Act (R.A.) No. 7227 creating the Subic Special Economic Zone (SSEZ) and extending a number of economic or tax incentives therein. Section 12 of the law provides:(a) Within the framework and subject to the mandate and limitations of the Constitution and the pertinent provisions of the Local Government Code, the [SSEZ] shall be developed into a self-sustaining, industrial, commercial, financial and investment center to generate employment opportunities in and around the zone and to attract and promote productive foreign investments;(b) The [SSEZ] shall be operated and managed as a separate customs territory ensuring free flow or movement of goods and capital within, into and exported out of the [SSEZ], as well as provide incentives such as tax and duty-free importations of raw materials, capital and equipment.However, exportation or removal of goods from the territory of the [SSEZ] to the other parts of the Philippine territory shall be subject to customs duties and taxes under the Customs and Tariff Code and other relevant tax laws of the Philippines;(c) The provision of existing laws, rules and regulations to the contrary notwithstanding, no taxes, local and national, shall be imposed within the [SSEZ]. In lieu of paying taxes, three percent (3%) of the gross income earned by all businesses and enterprise within the [SSEZ] shall be remitted to the National Government, one percent (1%) each to the local government units affected by the declaration of the zone in proportion to their population area, and other factors. In addition, there is hereby established a development fund of one percent (1%) of the gross income earned by all business and enterprise within the [SSEZ] to be utilized for the development of municipalities outside the City of Olongapo and the Municipality of Subic, and other municipalities contiguous to the base areas.In case of conflict between national and local laws with respect to tax exemption privileges in the [SSEZ], the same shall be resolved in favor of the latter;(d) No exchange control policy shall be applied and free markets for foreign exchange, gold, securities and future shall be allowed and maintained in the [SSEZ]; (emphasis supplied)On January 24, 1995, then Secretary of Finance Roberto F. De Ocampo, through the recommendation of then Commissioner of Internal Revenue (CIR) Liwayway Vinzons-Chato, issued Revenue Regulations [Rev. Reg.] No. 1-95,2providing the "Rules and Regulations to Implement the Tax Incentives Provisions Under Paragraphs (b) and (c) of Section 12, [R.A.] No. 7227, [o]therwise known as the Bases Conversion and Development Act of 1992." Subsequently, Rev. Reg. No. 12-973was issued providing for the "Regulations Implementing Sections 12(c) and 15 of [R.A.] No. 7227 and Sections 24(b) and (c) of [R.A.] No. 7916 Allocating Two Percent (2%) of the Gross Income Earned by All Businesses and Enterprises Within the Subic, Clark, John Hay, Poro Point Special Economic Zones and other Special Economic Zones under PEZA." On September 27, 1999, Rev. Reg. No. 16-994was issued "Amending [RR] No. 1-95, as amended, and other related Rules and Regulations to Implement the Provisions of paragraphs (b) and (c) of Section 12 of [R.A.] No. 7227, otherwise known as the Bases Conversion and Development Act of 1992 Relative to the Tax Incentives Granted to Enterprises Registered in the Subic Special Economic and Freeport Zone."On June 3, 2003, then CIR Guillermo L. Parayno, Jr. issued Revenue Memorandum Circular (RMC) No. 31-2003 setting the "Uniform Guidelines on the Taxation of Imported Motor Vehicles through the Subic Free Port Zone and Other Freeport Zones that are Sold at Public Auction." The assailed portions of the RMC read:II. Tax treatments on the transactions involved in the importation of motor vehicles through the SSEFZ and other legislated Freeport zones and subsequent sale thereof through public auction.Pursuant to existing revenue issuances, the following are the uniform tax treatments that are to be adopted on the different transactions involved in the importation of motor vehicles through the SSEFZ and other legislated Freeport zones that are subsequently sold through public auction:A. Importation of motor vehicles into the freeport zones1. Motor vehicles that are imported into the Freeport zones for exclusive use within the zones are, as a general rule, exempt from customs duties, taxes and other charges, provided that the importer-consignee is a registered enterprise within such freeport zone. However, should these motor vehicles be brought out into the customs territory without returning to the freeport zones, the customs duties, taxes and other charges shall be paid to the BOC before release thereof from its custody.x x x3. For imported motor vehicles that are imported by persons that are not duly registered enterprises of the freeport zones, or that the same are intended for public auction within the freeport zones, the importer-consignee/auctioneer shall pay the value-added tax (VAT) and excise tax to the BOC before the registration thereof under its name with the LTO and/or the conduct of the public auction.x x xB. Subsequent sale/public auction of the motor vehicles1. Scenario One The public auction is conducted by the consignee of the imported motor vehicles within the freeport zonex x x1.2. In case the consignee-auctioneer is a registered enterprise and/or locator not entitled to the preferential tax treatment or if the same is entitled from such incentive but its total income from the customs territory exceeds 30% of its entire income derived from the customs territory and the freeport zone, the income derived from the public auction shall be subjected to the regular internal revenue taxes imposed by the Tax Code.x x x1.4. In the event that the winning bidder shall bring the motor vehicles into the customs territory, the winning bidder shall be deemed the importer thereof and shall be liable to pay the VAT and excise tax, if applicable, based on the winning bid price. However, in cases where the consignee-auctioneer has already paid the VAT and excise tax on the motor vehicles before the registration thereof with LTO and the conduct of public auction, the additional VAT and excise tax shall be paid by winning bidder resulting from the difference between the winning bid price and the value used by the consignee-auctioneer in payment of such taxes. For excise tax purposes, in case the winning bid price is lower than the total costs to import, reconditioning/rehabilitation of the motor vehicles, and other administrative and selling expenses, the basis for the computation of the excise tax shall be the total costs plus ten percent (10%) thereof. The additional VAT and excise taxes shall be paid to the BIR before the auctioned motor vehicles are registered with the LTO.1.5 In case the services of a professional auctioneer is employed for the public auction, the final withholding tax of 25%, in case he/she is a non-resident citizen or alien, or the expanded withholding tax of 20%, in case he/she is a resident citizen or alien, shall be withheld by the consignee-auctioneer from the amount of consideration to be paid to the professional auctioneer and shall be remitted accordingly to the BIR.This was later amended by RMC No. 32-2003,5to wit:II. The imported motor vehicles after its release from Customs custody are sold through public auction/negotiated sale by the consignee within or outside of the Freeport Zone:A. The gross income earned by the consignee-seller from the public auction/negotiated sale of the imported vehicles shall be subject to the preferential tax rate of five percent (5%) in lieu of the internal revenue taxes imposed by the National Internal Revenue Code of 1997, provided that the following conditions are present:1.That the consignee-seller is a duly registered enterprise entitled to such preferential tax rate as well as a registered taxpayer with the Bureau of Internal Revenue (BIR).2.That the total income generated by the consignee-seller from sources within the customs territory does not exceed thirty percent (30%) of the total income derived from all sources.B. In case the consignee-seller is a registered enterprise and/or locator not entitled to the preferential tax treatment or if the same is entitled from such incentive but its total income from the customs territory exceeds thirty percent (30%) of its entire income derived from the customs territory and the freeport zone, the sales or income derived from the public auction/negotiated sale shall be subjected to the regular internal revenue taxes imposed by the Tax Code. The consignee-seller shall also observe the compliance requirements prescribed by the Tax Code. When public auction or negotiated sale is conducted within or outside of the freeport zone, the following tax treatment shall be observed:1. Value Added Tax (VAT)/ Percentage Tax (PT) VAT or PT shall be imposed on every public auction or negotiated sale.2. Excise Tax The imposition of excise tax on public auction or negotiated sale shall be held in abeyance pending verification that the importers selling price used as a basis by the Bureau of Customs in computing the excise tax is correctly determined.Petitioners Asia International Auctioneers, Inc. (AIAI) and Subic Bay Motors Corporation are corporations organized under Philippine laws with principal place of business within the SSEZ. They are engaged in the importation of mainly secondhand or used motor vehicles and heavy transportation or construction equipment which they sell to the public through auction.Petitioners filed a complaint before the RTC of Olongapo City, praying for the nullification of RMC No. 31-2003 for being unconstitutional and anultra viresact. The complaint was docketed as Civil Case No. 275-0-2003 and raffled to Branch 74. Subsequently, petitioners filed their "First Amended Complaint to Declare Void, Ultra Vires, and Unconstitutional [RMC] No. 31-2003 dated June 3, 2003 and [RMC] No. 32-2003 dated June 5, 2003, with Application for a Writ of Temporary Restraining Order and Preliminary Injunction"6to enjoin respondents from implementing the questioned RMCs while the case is pending. Particularly, they question paragraphs II(A)(1) and (3), II(B)(1.2), (1.4) and (1.5) of RMC No. 31-2003 and paragraphs II(A)(2) and (B) of RMC No. 32-2003. Before a responsive pleading was filed, petitioners filed their Second Amended Complaint7to include Rev. Reg. Nos. 1-95, 12-97 and 16-99 dated January 24, 1995, August 7, 1997 and September 27, 1999, respectively, which allegedly contain some identical provisions as the questioned RMCs, but without changing the cause of action in their First Amended Complaint.The Office of the Solicitor General (OSG) submitted its "Comment (In Opposition to the Application for Issuance of a Writ of Preliminary Injunction)."8Respondents CIR, Regional Director and Revenue District Officer submitted their joint "Opposition (To The Prayer for Preliminary Injunction and/or Temporary Restraining Order by Petitioners)."9Then Secretary of Finance Jose Isidro N. Camacho filed a Motion to Dismiss the case against him, alleging that he is not a party to the suit and petitioners have no cause of action against him.10Respondents CIR, BIR Regional Director and BIR Revenue District Officer also filed their joint Motion to Dismiss on the grounds that "[t]he trial court has no jurisdiction over the subject matter of the complaint" and "[a] condition precedent, that is, exhaustion of administrative remedies, has not been complied with."11Petitioners filed their "Motion to Expunge from the Records the Respondents[] Motion to Dismiss"12for allegedly failing to comply with Section 4, Rule 15 of the Rules of Court. To this, the respondents filed their Opposition.13Meantime, BIR Revenue District Officer Rey Asterio L. Tambis sent a 10-Day Preliminary Notice14to the president of petitioner AIAI for unpaid VAT on auction sales conducted on June 6-8, 2003, as per RMC No. 32-2003.On August 1, 2003, the trial court issued its order15granting the application for a writ of preliminary injunction. The dispositive portion of the order states:WHEREFORE, premises considered, petitioners application for the issuance of a writ of preliminary injunction is hereby GRANTED. Let the writ issue upon the filing and approval by the court of an injunction bond in the amount of Php 1 Million.SO ORDERED.16Consequently, respondents CIR, the BIR Regional Director of Region III, the BIR Revenue District Officer of the SSEZ, and the OSG filed with the CA a petition for certiorari under Rule 65 of the Rules of Court with prayer for the issuance of a Temporary Restraining Order and/or Writ of Preliminary Injunction to enjoin the trial court from exercising jurisdiction over the case.17Meantime, BIR Regional Director Danilo A. Duncano sent a Preliminary Assessment Notice18to the President of AIAI, informing him of the VAT due from the company for the auction sales conducted on June 6-8, 2003 as per RMC No. 32-2003, plus surcharge, interest and compromise penalty. Thereafter, a Formal Letter of Demand19was sent to the President of petitioner AIAI by the Officer-in-Charge of the BIR Office of the Regional Director.On March 31, 2004, the CA issued its assailed decision, the dispositive portion of which states:WHEREFORE, the petition isGRANTED. Public respondent Regional Trial Court, Branch 74, of Olongapo City is hereby declared bereft of jurisdiction to take cognizance of Civil Case No. 275-0-2003. Accordingly, said Civil Case No. 275-0-2003 is herebyDISMISSEDand the assailed Order dated August 1, 2003,ANNULLEDandSET ASIDE.SO ORDERED.20Hence, this Petition for Review on Certiorari21with an application for a temporary restraining order and a writ of preliminary injunction to enjoin respondents "from pursuing sending letters of assessments to petitioners." Petitioners raise the following issues:[a] [W]hether a petition for certiorari under Rule 65 of the New Rules is proper where the issue raised therein has not yet been resolved at the first instance by the Court where the original action was filed, and, necessarily, without first filing a motion for reconsideration;[b] [W]hich Court- the regular courts of justice established under Batas Pambansa Blg. 129 or the Court of Tax Appeals is the proper court of jurisdiction to hear a case to declare Revenue Memorandum Circulars unconstitutional and against an existing law where the challenge does not involve the rate and figures of the imposed taxes;[c] [D]ependent on an affirmative resolution of the second issue in favor of the regular courts of justice, whether the writ of preliminary injunction granted by the Court at Olongapo City was properly and legally issued.22Petitioners contend that there were fatal procedural defects in respondents petition for certiorari with the CA. They point out that the CA resolved the issue of jurisdiction without waiting for the lower court to first rule on the issue. Also, respondents did not file a motion for reconsideration of the trial courts order granting the writ of preliminary injunction before filing the petition with the CA.The arguments are unmeritorious.Jurisdiction is defined as the power and authority of a court to hear, try and decide a case.23The issue is so basic that it may be raised at any stage of the proceedings, even on appeal.24In fact, courts may take cognizance of the issue even if not raised by the parties themselves.25There is thus no reason to preclude the CA from ruling on this issue even if allegedly, the same has not yet been resolved by the trial court.As to respondents failure to file a motion for reconsideration, we agree with the ruling of the CA, which states:It is now settled that the filing of a motion for reconsideration is not always sine qua non before availing of the remedy of certiorari.26Hence, the general rule of requiring a motion for reconsideration finds no application in a case where what is precisely being assailed is lack of jurisdiction of the respondent court.27And considering also the urgent necessity for resolving the issues raised herein, where further delay could prejudice the interests of the government,28the haste with which the Solicitor General raised these issues before this Court becomes understandable.29Now, to the main issue: does the trial court have jurisdiction over the subject matter of this case?Petitioners contend that jurisdiction over the case at bar properly pertains to the regular courts as this is "an action to declare as unconstitutional, void and against the provisions of [R.A. No.] 7227" the RMCs issued by the CIR. They explain that they "do not challenge the rate, structure or figures of the imposed taxes, rather they challenge the authority of the respondent Commissioner to impose and collect the said taxes." They claim that the challenge on the authority of the CIR to issue the RMCs does not fall within the jurisdiction of the Court of Tax Appeals (CTA).Petitioners arguments do not sway.R.A. No. 1125, as amended, states:Sec. 7. Jurisdiction.The Court of Tax Appeals shall exercise exclusive appellate jurisdiction to review by appeal, as herein provided(1)Decisions of the Commissioner of Internal Revenue in cases involving disputed assessments, refunds of internal revenue taxes, fees or other charges, penalties imposed in relation thereto, orother matters arising under the National Internal Revenue Code or other laws or part of law administered by the Bureau of Internal Revenue; x x x (emphases supplied)We have held that RMCs are considered administrativerulingswhich are issued from time to time by the CIR.30Rodriguez v. Blaquera31is in point. This case involves Commonwealth Act No. 466, as amended by R.A. No. 84, which imposed upon firearm holders the duty to pay an initial license fee ofP15 and an annual fee ofP10 for each firearm, with the exception that in case of "bona fide and active members of duly organized gun clubs and accredited by the Provost Marshal General," the annual fee is reduced toP5 for each firearm. Pursuant to this, the CIR issued General Circular No. V-148 which stated that "bona fide and active members of duly organized gun clubs and accredited by the Provost Marshal General shall pay an initial fee of fifteen pesos and an annual fee of five pesos for each firearm held on license except caliber .22 revolver or rifle." The General Circular further provided that "[m]ere membership in the gun club does not, as a matter of right, entitle the member to the reduced rates prescribed by law. The licensee must be accredited by the Chief of Constabulary [and] the firearm covered by the license of the member must be of the target model in order that he may be entitled to the reduced rates." Rodriguez, as manager of the Philippine Rifle and Pistol Association, Inc., a duly accredited gun club, in behalf of the members who have paid under protest the regular annual fee ofP10, filed an action in the Court of First Instance (now RTC) of Manila for the nullification of the circular and the refund ofP5. On the issue of jurisdiction, plaintiff similarly contended that the action was not an appeal from a ruling of the CIR but merely an attempt to nullify General Circular No. V-148, hence, not within the jurisdiction of the CTA. The Court, in finding this argument unmeritorious, explained:We find no merit in this pretense. General Circular No. V-148 directs the officers charged with the collection of taxes and license fees to adhere strictly to the interpretation given by the defendant to the statutory provision above mentioned, as set forth in the circular. The same incorporates, therefore, a decision of the Collector of Internal Revenue (now Commissioner of Internal Revenue) on the manner of enforcement of said statute, the administration of which is entrusted by law to the Bureau of Internal Revenue. As such, it comes within the purview of [R.A.] No. 1125, section 7 of which provides that the [CTA] "shall exercise exclusive appellate jurisdiction to review by appeal * * * decisions of the Collector of Internal Revenue in * * * matters arising under the National Internal Revenue Code or other law or part of law administered by the Bureau of Internal Revenue." Besides, it is plain from plaintiffs original complaint that one of its main purposes was to secure an order for the refund of the sums collected in excess of the amount he claims to be due by way of annual fee from the gun club members, regardless of the class of firearms they have. Although the prayer for reimbursement has been eliminated from his amended complaint, it is only too obvious that the nullification of General Circular No. V-148 is merely a step preparatory to a claim for refund.Similarly, inCIR v. Leal,32pursuant to Section 116 of Presidential Decree No. 1158 (The National Internal Revenue Code, as amended) which states that "[d]ealers in securities shall pay a tax equivalent to six (6%) per centum of their gross income. Lending investors shall pay a tax equivalent to five (5%) per cent, of their gross income," the CIR issued Revenue Memorandum Order (RMO) No. 15-91 imposing 5% lending investors tax on pawnshops based on their gross income and requiring all investigating units of the BIR to investigate and assess the lending investors tax due from them. The issuance of RMO No. 15-91 was an offshoot of the CIRs finding that the pawnshop business is akin to that of "lending investors" as defined in Section 157(u) of the Tax Code. Subsequently, the CIR issued RMC No. 43-91 subjecting pawn tickets to documentary stamp tax. Respondent therein, Josefina Leal, owner and operator of Josefinas Pawnshop, asked for a reconsideration of both RMO No. 15-91 and RMC No. 43-91, but the same was denied by petitioner CIR. Leal then filed a petition for prohibition with the RTC of San Mateo, Rizal, seeking to prohibit petitioner CIR from implementing the revenue orders. The CIR, through the OSG, filed a motion to dismiss on the ground of lack of jurisdiction. The RTC denied the motion. Petitioner filed a petition for certiorari and prohibition with the CA which dismissed the petition "for lack of basis." In reversing the CA, dissolving the Writ of Preliminary Injunction issued by the trial court and ordering the dismissal of the case before the trial court, the Supreme Court held that "[t]he questioned RMO No. 15-91 and RMC No. 43-91 are actually rulings or opinions of the Commissioner implementing the Tax Code on the taxability of pawnshops." They were issued pursuant to the CIRs power under Section 24533of the Tax Code "to make rulings or opinions in connection with the implementation of the provisions of internal revenue laws, including ruling on the classification of articles of sales and similar purposes." The Court held that under R.A. No. 1125 (An Act Creating the Court of Tax Appeals), as amended, such rulings of the CIR are appealable to the CTA.In the case at bar, the assailed revenue regulations and revenue memorandum circulars are actually rulings or opinions of the CIR on the tax treatment of motor vehicles sold at public auction within the SSEZ to implement Section 12 of R.A. No. 7227 which provides that "exportation or removal of goods from the territory of the [SSEZ] to the other parts of the Philippine territory shall be subject to customs duties and taxes under the Customs and Tariff Code and other relevant tax laws of the Philippines." They were issued pursuant to the power of the CIR under Section 4 of the National Internal Revenue Code,34viz:Section 4. Power of the Commissioner to Interpret Tax Laws and to Decide Tax Cases.--The power to interpret the provisions of this Code and other tax laws shall be under the exclusive and original jurisdiction of the Commissioner, subject to review by the Secretary of Finance.The power to decidedisputed assessments, refunds of internal revenue taxes, fees or other charges, penalties imposed in relation thereto, orother matters arising under this Code or other laws or portions thereof administered by the Bureau of Internal Revenue is vested in the Commissioner, subject to the exclusive appellate jurisdiction of the Court of Tax Appeals. (emphases supplied)Petitioners point out that the CA based its decision on Section 7 of R.A. No. 1125 that the CTA "shall exercise exclusive appellate jurisdiction to reviewby appeal" decisions of the CIR. They argue that in the instant case, there is no decision of the respondent CIR on any disputed assessment to speak of as what is being questioned is purely the authority of the CIR to impose and collect value-added and excise taxes.Petitioners failure to ask the CIR for a reconsideration of the assailed revenue regulations and RMCs is another reason why the instant case should be dismissed. It is settled that the premature invocation of the court's intervention is fatal to one's cause of action. If a remedy within the administrative machinery can still be resorted to by giving the administrative officer every opportunity to decide on a matter that comes within his jurisdiction, then such remedy must first be exhausted before the courts power of judicial review can be sought.35The party with an administrative remedy must not only initiate the prescribed administrative procedure to obtain relief but also pursue it to its appropriate conclusion before seeking judicial intervention in order to give the administrative agency an opportunity to decide the matter itself correctly and prevent unnecessary and premature resort to the court.36Petitioners insistence for this Court to rule on the merits of the case would only prove futile. Having declared the courta quowithout jurisdiction over the subject matter of the instant case, any further disquisition would beobiter dictum.IN VIEW WHEREOF, the petition is DENIED.SO ORDERED.

G.R. No. 189570 July 31, 2013HEIRS OF SANTIAGO NISPEROS, TEODORICO NISPEROS, RESTITUTA LARON, CARMEL IT A H. NISPEROS, VIRGILIO H. NISPEROS, CON CHIT A H. NISPEROS, PURIT A H. ISPEROS, PEPITO H. NISPEROS, REBECCA H. NISPEROS, ABRAHAM H. NISPEROS, IGNACIO F. NISPEROS, RODOLFO F. NISPEROS, RAYMUNDO F. NISPEROS, RENA TO F. NISPEROS, FE N. MUNAR, BENITO F. NISPEROS, REYNALDO N. NISPEROS, MELBA N. JOSE, ELY N. GADIANO, represented by TEODORICO NISPEROS,Petitioners,vs.MARISSA NISPEROS-DUCUSIN,Respondent.D E C I S I O NVILLARAMA, JR.,J.:Before the Court is a petition for review on certiorari under Rule 45 of the 1997 Rules of Civil Procedure, as amended, assailing the July 13, 2009 Decision1and September 14, 2009 Resolution2of the Court of Appeals (CA) in CA-G.R. SP No. 105898. The appellate court affirmed the Decision3of the Department of Agrarian Reform Adjudication Board (DARAB) upholding the validity of the Deed of Voluntary Land Transfer and Original Certificate of Title (OCT) No. CLOA-623 issued in favor of respondent Marissa Nisperos-Ducusin.The instant case stemmed from a complaint4filed by petitioners with the DARAB alleging the following antecedents:The 15,837-square-meter parcel of land subject of the instant case is part of the 58,350-square-meter agricultural land in Pao Sur, San Fernando City, La Union acquired by Santiago Nisperos, the predecessor of petitioners, during his lifetime. He declared said property for taxation purposes starting December 1947.5When Santiago and his wife Estefania died, they were survived by their nine children: Tranquilino, Felix, Olling, Maria, Lenardo, Millan, Fausto, Candido and Cipriana. The heirs of Santiago, petitioners herein, claim that the subject property was occupied, controlled and tilled by all nine children of Santiago. They paid taxes for it and even hired farm workers under Maria and Ciprianas supervision for the cultivation of the same. For taxation purposes, however, it was initially declared only under the name of Maria.6Starting 1988, it was declared under the names of Maria and Cipriana.7During the time when Maria and Cipriana were overseeing the property, Maria took respondent Marissa Nisperos-Ducusin, a daughter of their cousin Purita, as her ward and raised her like her own child.On February 12, 1988, Maria and Cipriana, acting as representatives of their other siblings, executed a Deed of Donation Mortis Causa8in favor of petitioners over the 58,350-square-meter property and another 46,000-square-meter property.On April 28, 1992, a Deed of Voluntary Land Transfer9(VLT) over the subject property was executed between Maria and Cipriana as landowners, and respondent, who was then only 17 years old, as farmer-beneficiary. The instrument was signed by the three in the presence of witnesses Anita, Lucia and Marcelina Gascon and Municipal Agrarian Reform Officer Susimo Asuncion. The same was notarized by Notary Public Atty. Roberto E. Caoayan.On June 24, 1992, Certificate of Land Ownership Award (CLOA) No. 000212245390210was issued to respondent by the Department of Agrarian Reform (DAR) over the subject property. By virtue of said CLOA, OCT No. CLOA-62311was issued to respondent a month later, or on July 24, 1992.Alleging fraud on the part of respondent which petitioners claim to have discovered only in August 2001, petitioners filed a complaint on September 6, 2001 with the Municipal Agrarian Reform Office (MARO) of San Fernando City, La Union. Unfortunately, no settlement between petitioners and respondent was reached prompting the MARO to issue a Certificate to File Action.12On January 23, 2002, petitioners filed with the DARAB a complaint for annulment of documents and damages against respondent. Petitioners contended that the transfer of ownership over the subject land was made without the consent of the heirs of Santiago and that respondent took advantage of Marias senility and made it appear that Maria and Cipriana sold said property by virtue of the VLT. They further alleged that said document was falsified by respondent because Maria could not anymore sign but could only affix her thumbmark as she did in a 1988 Deed of Donation. To support their complaint, they attached a Joint Affidavit of Denial13by Anita and Lucia Gascon the supposed instrumental witnesses to the VLT. In said affidavit, Anita and Lucia claimed that the signatures appearing therein are not theirs as they never affixed their signatures on said document. They further stated that they were never aware of said document.Petitioners likewise asseverated in their complaint that respondent committed fraud because she was not a bona fide beneficiary as she was not engaged in farming since she was still a minor at that time and that she could not validly enter into a contract with Maria and Cipriana.On March 6, 2002, respondent filed a Motion to Dismiss14petitioners complaint. She argued that the action for annulment of the VLT and the OCT/CLOA and the claim for damages have already prescribed.In an Order15dated April 17, 2002, the DARAB Regional Adjudicator denied respondents Motion to Dismiss and ordered her to file her answer to the complaint.In respondents Answer with Counterclaim16dated July 7, 2002, respondent alleged that Maria and Cipriana acquired the property from Santiago and possessed the same openly, continuously, exclusively and publicly; thus, the consent of petitioners is not necessary to the VLT. She denied the allegations of fraud and falsification, and insisted that she is a bona fide beneficiary as she has been tilling the land with her parents even before 1992. She added that her minority does not disqualify her from availing the benefits of agrarian reform.On October 16, 2002, DARAB Regional Adjudicator Rodolfo A. Caddarao rendered a Decision17annulling the VLT and OCT/CLOA in respondents name. The fallo of the said decision reads:WHEREFORE, premises considered, judgment is hereby rendered as follows:1. Declaring Deed of Voluntary [L]and Transfer dated April 28, 1992 executed by Maria Nisperos in favor of Marissa Nisperos annulled or cancelled and without force and effect for having been executed not in accordance with agrarian laws;2. Declaring OCT No. 00021224 in the name of Marissa D. Nisperos annulled or cancelled on the ground of material misrepresentation of the alleged agrarian reform beneficiary.3. Directing the Register of Deeds of La Union to cause the cancellation of the aforementioned title;4. Directing the concerned Assessors Office to reinstate the tax declaration of said landholding in the name of Maria and Cipriana Nisperos;5. Directing the parties to refer this problem with the court so that the issue of ownership of the landholding could be finally resolved; and6. Dismissing the other ancillary claims and counterclaims for lack of merit and evidence.SO ORDERED.18The Regional Adjudicator noted that the land supposedly owned by Maria and Cipriana (which includes the 15,837-square-meter subject property) has a total area of 58,350 square meters. Considering that there are two owners, he ruled that the individual share of each would be less than five hectares each and well within the retention limit.The Regional Adjudicator also held there was reason to believe that Maria and Ciprianas names were stated in the tax declaration for purposes of taxation only as no evidence was presented that they lawfully acquired the property from their parents. It was also ruled that the issuance of the title in respondents name was not in accordance with agrarian laws because she cannot be considered as a tenant but more of an heir of the transferors.Respondent contested the Regional Adjudicators decision before the DARAB alleging that the Regional Adjudicator committed grave abuse of discretion. Respondent contended that the complaint should not have been given due course since other parties-in-interest such as Maria, the Register of Deeds of La Union and duly authorized representatives of the DAR were not impleaded and prescription had already set in insofar as the contestability of the CLOA is concerned. She likewise argued that being a farmer or a tenant is not a primordial requisite to become an agrarian reform beneficiary. She added that the Regional Adjudicator went beyond the scope of his authority by directing the parties to litigate the issue of ownership before the court.On September 16, 2008, the DARAB rendered a Decision19reversing the decision of the Regional Adjudicator and upholding the validity of the VLT and respondents title. The decretal portion reads:WHEREFORE, premises considered, a new judgment is hereby rendered:1. DECLARING the VLT executed on April 28, 1992, between respondent-appellant Marissa Nisperos-Ducusin and Maria and Cipriana Nisperos as valid and regular;2. DECLARING the validity of the Original Certificate of Title (OCT) CLOA No. 623 issued in the name of respondent-appellant Marissa Nisperos-Ducusin covering 15,837 square meter portion of the disputed lot; and3. MAINTAINING respondent-appellant Marissa Nisperos-Ducusin in peaceful possession and cultivation of the subject lot.No costs.SO ORDERED.20The DARAB dismissed petitioners claim of fraud since the VLT was executed in the presence of DAR-MARO Susimo Asuncion, signed by three instrumental witnesses and notarized by Atty. Roberto E. Caoayan of the DAR. It likewise held that the records are bereft of any indication that fraud was employed in the transfer, and mere conjectures that fraud might have been exerted just because Maria was already of advanced age while respondent was her care giver or ward is not evidence. The DARAB also did not give credence to the Affidavit of Denial by the instrumental witnesses since the statements there are mere hearsay because the affiants were not cross-examined.The DARAB likewise ruled that the fact that respondent was a minor at the time of the execution of the VLT does not void the VLT as this is the reason why there is an active government involvement in the VLT: so that even if the transferee is a minor, her rights shall be protected by law. It also held that petitioners cannot assert their rights by virtue of the Deed of Donation Mortis Causa allegedly executed by Maria and Cipriana in their favor since before the operative condition (the death of the donors) was fulfilled, the donation was revoked by virtue of the VLT. The DARAB further ruled that when OCT No. CLOA-623 was issued in respondents name, she acquired absolute ownership of the landholding. Thus her right thereto has become fixed and established and is no longer open to doubt or controversy.Aggrieved, petitioners elevated the case to the CA via a petition for review21where they raised the following issues: (1) whether the subject property is covered by the Comprehensive Agrarian Reform Program (CARP); (2) whether the VLT is valid having been issued through misrepresentation and fraud; and (3) whether the action for annulment had already prescribed.On July 13, 2009, the appellate court rendered the assailed decision dismissing the petition for review and upholding the DARAB decision. It ruled that the Regional Adjudicator acted with grave abuse of discretion when it held that the subject property was no longer covered by our agrarian laws because of the retention rights of petitioners. The CA held that retention rights, exclusion of a property from CARP coverage and the qualification and disqualification of agrarian reform beneficiaries are issues not cognizable by the Regional Adjudicator and the DARAB but by the DAR Secretary. The appellate court nevertheless held that petitioners failed to discharge their burden of proving that fraud attended the execution of the VLT. It also agreed with the DARAB that considering a certificate of title was already issued in favor of respondent, the same became indefeasible and incontrovertible by the time petitioners instituted the case in January 2002, and thus may no longer be judicially reviewed.Hence this petition before this Court raising the issues of whether the appellate court erred in:Ix x x DECLARING THAT THE PARAB HAS NO JURISDICTION TO RULE THAT THE SUBJECT PIECE OF LAND WAS NO LONGER COVERED BY AGRARIAN LAWS.IIx x x AFFIRMING THE DECISION OF THE DARAB DESPITE CLEAR AND CONVINCING EVIDENCE REGARDING THE EXISTENCE OF FRAUD.IIIx x x RULING THAT THE CERTIFICATES OF TITLE ISSUED IN THE NAME OF THE RESPONDENT IS INDEFEASIBLE.22We set aside the assailed Decision and Resolution.The complaint should have been lodged with the Office of the DAR Secretary and not with the DARAB.Section 1, Rule II of the 1994 DARAB Rules of Procedure, the rule in force at the time of the filing of the complaint by petitioners in 2001, provides:SECTION 1. Primary and Exclusive Original and Appellate Jurisdiction. The Board shall have primary and exclusive jurisdiction, both original and appellate, to determine and adjudicate all agrarian disputes involving the implementation of the Comprehensive Agrarian Reform Program (CARP) under Republic Act No. 6657, Executive Order Nos. 228, 229 and 129-A, Republic Act No. 3844 as amended by Republic Act No. 6389, Presidential Decree No. 27 and other agrarian laws and their implementing rules and regulations. Specifically, such jurisdiction shall include but not be limited to cases involving the following:x x x xf) Those involving the issuance, correction and cancellation of Certificates of Land Ownership Award (CLOAs) and Emancipation Patents (EPs) which are registered with the Land Registration Authority;x x x xHowever, it is not enough that the controversy involves the cancellation of a CLOA registered with the Land Registration Authority for the DARAB to have jurisdiction. What is of primordial consideration is the existence of an agrarian dispute between the parties.23Section 3(d) of R.A. No. 6657 defines an agrarian dispute as "any controversy relating to tenurial arrangements, whether leasehold, tenancy, stewardship or otherwise, over lands devoted to agriculture, including disputes concerning farmworkers associations or representation of persons in negotiating, fixing, maintaining, changing, or seeking to arrange terms or conditions of such tenurial arrangements" and includes "any controversy relating to compensation of lands acquired under this Act and other terms and conditions of transfer of ownership from landowners to farmworkers, tenants and other agrarian reform beneficiaries, whether the disputants stand in the proximate relation of farm operator and beneficiary, landowner and tenant, or lessor and lessee."Thus, in Morta, Sr. v. Occidental,24this Court held that there must be a tenancy relationship between the parties for the DARAB to have jurisdiction over a case. It is essential to establish all of the following indispensable elements, to wit: (1) that the parties are the landowner and the tenant or agricultural lessee; (2) that the subject matter of the relationship is an agricultural land; (3) that there is consent between the parties to the relationship; (4) that the purpose of the relationship is to bring about agricultural production; (5) that there is personal cultivation on the part of the tenant or agricultural lessee; and (6) that the harvest is shared between the landowner and the tenant or agricultural lessee.25In the instant case, petitioners, as supposed owners of the subject property, did not allege in their complaint that a tenancy relationship exists between them and respondent. In fact, in their complaint, they described respondent as a "ward" of one of the co-owners, Maria, who is "not a bona fide beneficiary, she being not engaged in farming because she was still a minor" at the time the VLT was executed.26It is axiomatic that the jurisdiction of a tribunal, including a quasi-judicial officer or government agency, over the nature and subject matter of a petition or complaint is determined by the material allegations therein and the character of the relief prayed for, irrespective of whether the petitioner or complainant is entitled to any or all such reliefs. Jurisdiction over the nature and subject matter of an action is conferred by the Constitution and the law, and not by the consent or waiver of the parties where the court otherwise would have no jurisdiction over the nature or subject matter of the action. Nor can it be acquired through, or waived by, any act or omission of the parties. Moreover, estoppel does not apply to confer jurisdiction to a tribunal that has none over the cause of action. The failure of the parties to challenge the jurisdiction of the DARAB does not prevent the court from addressing the issue, especially where the DARABs lack of jurisdiction is apparent on the face of the complaint or petition.27Considering that the allegations in the complaint negate the existence of an agrarian dispute among the parties, the DARAB is bereft of jurisdiction to take cognizance of the same as it is the DAR Secretary who has authority to resolve the dispute raised by petitioners. As held in Heirs of Julian dela Cruz v. Heirs of Alberto Cruz:The Court agrees with the petitioners contention that, under Section 2(f), Rule II of the DARAB Rules of Procedure, the DARAB has jurisdiction over cases involving the issuance, correction and cancellation of CLOAs which were registered with the LRA. However, for the DARAB to have jurisdiction in such cases, they must relate to an agrarian dispute between landowner and tenants to whom CLOAs have been issued by the DAR Secretary. The cases involving the issuance, correction and cancellation of the CLOAs by the DAR in the administrative implementation of agrarian reform laws, rules and regulations to parties who are not agricultural tenants or lessees are within the jurisdiction of the DAR and not of the DARAB.28(Emphasis supplied.)What the P ARAD should have done is to refer the complaint to the proper office as mandated by Section 4 of DAR Administrative Order No. 6, Series of 2000:SEC. 4. Referral of Cases.- If a case covered by Section 2 herein is filed before the DARAB, the concerned DARAB official shall refer the case to the proper DAR office for appropriate action within five (5) days after said case is determined to be within the jurisdiction of the Secretary.Likewise, if a case covered by Section 3 herein is filed before any office other than the DARAB, the concerned DAR official shall refer the case to the DARAB for resolution within the same period provided herein.While it is true that the PARAD and the DARAB (which was upheld by the CA) thoroughly discussed in their respective decisions the issues pertaining to the validity of the VLT and the OCT/CLOA issued to respondent, the fact that they are bereft of jurisdiction to resolve the same prevents this Court from resolving the instant petition on its merits. The doctrine of primary jurisdiction does not allow a court to arrogate unto itself authority to resolve a controversy, the jurisdiction over which is initially lodged with an administrative body of special competence.29To assume the power is to short-circuit the administrative process, which has yet to run its regular course. The DAR must be given a chance to correct its administrative and procedural lapses in the issuance of the CLOA.30Moreover, it is in a better position to resolve the particular issue at hand, being the agency possessing the required expertise on the matter and authority to hear the same.WHEREFORE, the July 13, 2009 Decision and September 14, 2009 Resolution of the Court of Appeals in CA-G.R. SP No. 105898 are SET ASIDE. The complaint is REFERRED to the Office of the Department of Agrarian Reform Secretary for appropriate action.No pronouncement as to costs.SO ORDERED.G.R. No. 180705 November 27, 2012EDUARDO M. COJUANGCO, JR.,Petitioner,vs.REPUBLIC OF THE PHILIPPINES,Respondent.D E C I S I O NVELASCO, JR.,J.:The CaseOf the several coconut levy appealed cases that stemmed from certain issuances of the Sandiganbayan in its Civil Case No. 0033, the present recourse proves to be one of the most difficult.In particular, the instant petition for review under Rule 45 of the Rules of Court assails and seeks to annul a portion of the Partial Summary Judgment dated July 11, 2003, as affirmed in a Resolution of December 28, 2004, both rendered by the Sandiganbayan in its Civil Case ("CC") No. 0033-A (the judgment shall hereinafter be referred to as "PSJ-A"), entitled "Republic of the Philippines, Plaintiff, v. Eduardo M. Cojuangco, Jr., et al., Defendants, COCOFED, et al., BALLARES, et al., Class Action Movants." CC No. 0033-A is the result of the splitting into eight (8) amended complaints of CC No. 0033 entitled, "Republic of the Philippines v. Eduardo Cojuangco, Jr., et al.," a suit for recovery of ill-gotten wealth commenced by the Presidential Commission on Good Government ("PCGG"), for the Republic of the Philippines ("Republic"), against Eduardo M. Cojuangco, Jr. ("Cojuangco") and several individuals, among them, Ferdinand E. Marcos, Maria Clara Lobregat ("Lobregat"), and Danilo S. Ursua ("Ursua"). Each of the eight (8) subdivided complaints, CC No. 0033-A to CC No. 0033-H, correspondingly impleaded as defendants only the alleged participants in the transaction/s subject of the suit, or who are averred as owner/s of the assets involved.Apart from this recourse, We clarify right off that PSJ-A was challenged in two other separate but consolidated petitions for review, one commenced by COCOFED et al., docketed as G.R. Nos. 177857-58, and the other, interposed by Danilo S. Ursua, and docketed as G.R. No. 178193.By Decision dated January 24, 2012, in the aforesaid G.R. Nos. 177857-58 (COCOFED et al. v. Republic) and G.R. No. 178193 (Ursua v. Republic) consolidated cases1(hereinafter collectively referred to as "COCOFED v. Republic"), the Court addressed and resolved all key matters elevated to it in relation to PSJ-A, except for the issues raised in the instant petition which have not yet been resolved therein. In the same decision, We made clear that: (1) PSJ-A is subject of another petition for review interposed by Eduardo Cojuangco, Jr., in G.R. No. 180705, entitled Eduardo M. Cojuangco, Jr. v. Republic of the Philippines, which shall be decided separately by the Court,2and (2) the issues raised in the instant petition should not be affected by the earlier decision "save for determinatively legal issues directly addressed therein."3For a better perspective, the instant recourse seeks to reverse the Partial Summary Judgment4of the anti-graft court dated July 11, 2003, as reiterated in a Resolution5of December 28, 2004, denying COCOFEDs motion for reconsideration, and the May 11, 2007 Resolution6denyingCOCOFEDs motion to set case for trial and declaring the partial summary judgment final and appealable, all issued in PSJ-A. In our adverted January 24, 2012 Decision in COCOFED v. Republic, we affirmed with modification PSJ-A of the Sandiganbayan, and its Partial Summary Judgment in Civil Case No. 0033-F, dated May 7, 2004 (hereinafter referred to as "PSJ-F).7More specifically, We upheld the Sandiganbayans ruling that the coconut levy funds are special public funds of the Government. Consequently, We affirmed the Sandiganbayans declaration that Sections 1 and 2 of Presidential Decree ("P.D.") 755, Section 3, Article III of P.D. 961 and Section 3, Article III of P.D. 1468, as well as the pertinent implementing regulations of the Philippine Coconut Authority ("PCA"), are unconstitutional for allowing the use and/or the distribution of properties acquired through the coconut levy funds to private individuals for their own direct benefit and absolute ownership. The Decision also affirmed the Governments ownership of the six CIIF companies, the fourteen holding companies, and the CIIF block of San Miguel Corporation shares of stock, for having likewise been acquired using the coconut levy funds. Accordingly, the properties subject of the January 24, 2012 Decision were declared owned by and ordered reconveyed to the Government, to be used only for the benefit of all coconut farmers and for the development of the coconut industry.By Resolution of September 4, 2012,8the Court affirmed the above-stated Decision promulgated on January 24, 2012.It bears to stress at this juncture that the only portion of the appealed Partial Summary Judgment dated July 11, 2003 ("PSJ-A") which remains at issue revolves around the following decretal holdings of that court relating to the "compensation" paid to petitioner for exercising his personal and exclusive option to acquire the FUB/UCPB shares.9It will be recalled that the Sandiganbayan declared the Agreement between the PCA and Cojuangco containing the assailed "compensation" null and void for not having the required valuable consideration. Consequently, the UCPB shares of stocks that are subject of the Agreement were declared conclusively owned by the Government. It also held that the Agreement did not have the effect of law as it was not published as part of P.D. 755, even if Section 1 thereof made reference to the same.FactsWe reproduce, below, portions of the statement of facts in COCOFED v. Republic relevant to the present case:10In 1971, Republic Act No. ("R.A.") 6260 was enacted creating the Coconut Investment Company ("CIC") to administer the Coconut Investment Fund ("CIF"), which, under Section 8 thereof, was to be sourced from a PhP 0.55 levy on the sale of every 100 kg. of copra. Of the PhP 0.55 levy of which the copra seller was or ought to be issued COCOFUND receipts, PhP 0.02 was placed at the disposition of COCOFED, the national association of coconut producers declared by thePhilippine Coconut Administration ("PHILCOA" now "PCA") as having the largest membership.The declaration of martial law in September 1972 saw the issuance of several presidential decrees ("P.D.") purportedly designed to improve the coconut industry through the collection and use of the coconut levy fund. While coming generally from impositions on the first sale of copra, the coconut levy fund came under various names x x x. Charged with the duty of collecting and administering the Fund was PCA. Like COCOFED with which it had a legal linkage, the PCA, by statutory provisions scattered in different coco levy decrees, had its share of the coco levy.The following were some of the issuances on the coco levy, its collection and utilization, how the proceeds of the levy will be managed and by whom and the purpose it was supposed to serve:1. P.D. No. 276 established the Coconut Consumers Stabilization Fund ("CCSF") and declared the proceeds of the CCSF levy as trust fund, to be utilized to subsidize the sale of coconut-based products, thus stabilizing the price of edible oil.2. P.D. No. 582 created the Coconut Industry Development Fund ("CIDF") to finance the operation of a hybrid coconut seed farm.3. Then came P.D. No. 755 providing under its Section 1 the following:It is hereby declared that the policy of the State is to provide readily available credit facilities to the coconut farmers at preferential rates; that this policy can be expeditiously and efficiently realized by the implementation of the "Agreement for the Acquisition of a Commercial Bank for the benefit of Coconut Farmers" executed by the PCA; and that the PCA is hereby authorized to distribute, for free, the shares of stock of the bank it acquired to the coconut farmers.Towards achieving the policy thus declared, P.D. No. 755, under its Section 2, authorized PCA to utilize the CCSF and the CIDF collections to acquire a commercial bank and deposit the CCSF levy collections in said bank interest free, the deposit withdrawable only when the bank has attained a certain level of sufficiency in its equity capital. The same section also decreed that all levies PCA is authorized to collect shall not be considered as special and/or fiduciary funds or form part of the general funds of the government within the contemplation of P.D. No. 711.4. P.D. No. 961 codified the various laws relating to the development of coconut/palm oil industries.5. The relevant provisions of P.D. No. 961, as later amended by P.D. No. 1468 (Revised Coconut Industry Code), read:ARTICLE IIILeviesSection 1. Coconut Consumers Stabilization Fund Levy. The PCA is hereby empowered to impose and collect the Coconut Consumers Stabilization Fund Levy, ..Section 5. Exemption. The CCSF and theCIDF as well as all disbursements as herein authorized, shall not be construed as special and/or fiduciary funds, or as part of the general funds of the national government within the contemplation of PD 711; the intention being that said Fund and the disbursements thereof as herein authorized for the benefit of the coconut farmers shall be owned by them in their private capacities: . (Emphasis supplied)6. Letter of Instructions No. ("LOI") 926, s. of 1979, made reference to the creation, out of other coco levy funds, of the Coconut Industry Investment Fund ("CIIF") in P.D. No. 1468 and entrusted a portion of the CIIF levy to UCPB for investment, on behalf of coconut farmers, in oil mills and other private corporations, with the following equity ownership structure:Section 2. Organization of the Cooperative Endeavor. The UCPB, in its capacity as the investment arm of the coconut farmers thru the CIIF is hereby directed to invest, on behalf of the coconut farmers, such portion of the CIIF in private corporations under the following guidelines:a) The coconut farmers shall own or control at least (50%) of the outstanding voting capital stock of the private corporation acquired thru the CIIF and/or corporation owned or controlled by the farmers thru the CIIF . (Words in bracket added.)Through the years, a part of the coconut levy funds went directly or indirectly to finance various projects and/or was converted into various assets or investments.11Relevant to the present petition is the acquisition of the First United Bank ("FUB"), which was subsequently renamed as United Coconut Planters Bank ("UCPB").12Apropos the intended acquisition of a commercial bank for the purpose stated earlier, it would appear that FUB was the bank of choice which Pedro Cojuangcos group (collectively, "Pedro Cojuangco") had control of. The plan, then, was for PCA to buy all of Pedro Cojuangcos shares in FUB. However, as later events unfolded, a simple direct sale from the seller (Pedro) to PCA did not ensue as it was made to appear that Cojuangco had the exclusive option to acquire the formers FUB controlling interests. Emerging from this elaborate, circuitous arrangement were two deeds. The first one was simply denominated as Agreement, dated May 1975, entered into by and between Cojuangco for and in his behalf and in behalf of "certain other buyers", and Pedro Cojuangco in which the former was purportedly accorded the option to buy 72.2% of FUBs outstanding capital stock, or 137,866 shares (the "option shares," for brevity), at PhP 200 per share. On its face, this agreement does not mention the word "option."The second but related contract, dated May 25, 1975, was denominated as Agreement for the Acquisition of a Commercial Bank for the Benefit of the Coconut Farmers of the Philippines. It had PCA, for itself and for the benefit of the coconut farmers, purchase from Cojuangco the shares of stock subject of the First Agreement for PhP200.00 per share. As additional consideration for PCAs buy-out of what Cojuangco would later claim to be his exclusive and personal option, it was stipulated that, from PCA, Cojuangco shall receive equity in FUB amounting to 10%, or 7.22%, of the 72.2%, or fully paid shares. And so as not to dilute Cojuangcos equity position in FUB, later UCPB, the PCA agreed under paragraph 6 (b) of the second agreement to cede over to the former a number of fully paid FUB shares out of the shares it (PCA) undertakes to eventually subscribe. It was further stipulated that Cojuangco would act as bank president for an extendible period of 5 years.Apart from the aforementioned 72.2%, PCA purchased from other FUB shareholders 6,534 shares of which Cojuangco, as may be gathered from the records, got 10%..While the 64.98% portion of the option shares (72.2% 7.22% = 64.98%) ostensibly pertained to the farmers, the corresponding stock certificates supposedly representing the farmers equity were in the name of and delivered to PCA. There were, however, shares forming part of the aforesaid 64.98% portion, which ended up in the hands of non-farmers. The remaining 27.8% of the FUB capital stock were not covered by any of the agreements.Under paragraph # 8 of the second agreement, PCA agreed to expeditiously distribute the FUB shares purchased to such "coconut farmers holding registered COCOFUND receipts" on equitable basis.As found by the Sandiganbayan, the PCA appropriated, out of its own fund, an amount for the purchase of the said 72.2% equity, albeit it would later reimburse itself from the coconut levy fund.And per Cojuangcos own admission, PCA paid, out of the CCSF, the entire acquisition price for the 72.2% option shares.13As of June 30, 1975, the list of FUB stockholders included Cojuangco with 14,440 shares and PCA with 129,955 shares.14It would appear later that, pursuant to the stipulation on maintaining Cojuangcos equity position in the bank, PCA would cede to him 10% of its subscriptions to (a) the authorized but unissued shares of FUB and (b) the increase in FUBs capital stock (the equivalent of 158,840 and 649,800 shares, respectively). In all, from the "mother" PCA shares, Cojuangco would receive a total of 95,304 FUB (UCPB) shares broken down as follows: 14,440 shares + 10% (158,840 shares) + 10% (649,800 shares) = 95,304.15We further quote, from COCOFED v. Republic, facts relevant to the instant case:16Shortly after the execution of the PCA Cojuangco Agreement, President Marcos issued, on July 29, 1975, P.D. No. 755 directing x x x as narrated, PCA to use the CCSF and CIDF to acquire a commercial bank to provide coco farmers with "readily available credit facilities at preferential rate" x x x.Then came the 1986 EDSA event. One of the priorities of then President Corazon C. Aquinos revolutionary government was the recovery of ill-gotten wealth reportedly amassed by the Marcos family and close relatives, their nominees and associates. Apropos thereto, she issued Executive Order Nos. (EO) 1, 2 and 14, as amended by E.O. 14-A, all series of 198