PTC-04-17-15

REPUBLIC OF THE PHILIPPINESREGIONAL TRIAL COURT

NATIONAL CAPITAL JUDICIAL REGIONBRANCH 85, MANILA

MARK F. BAUTISTA,Plaintiff,

-versus- CIVIL CASE NO. 08-127276

X COLLEGE, ET. AL.,Defendants.

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T R A N S C R I P T

OF

STENOGRAPHIC NOTES

April 17, 2015

Exclusive copy for the:

Court Complainant/Plaintiff Accused/Defendant

Petitioner Respondent

MARK ANTHONY F. BAGUAL Court Stenographer III

TSN 04.17.15Mark F. Bautistavs. X College, Inc., et. al.Civil Case No. 08-127276Page 2 of 22x-----------------------------------------------------------------x

T R A N S C R I P T

of stenographic notes of the proceedings of the above-entitled case held before HON. ROSAURO ANGELITO DAVID, Presiding Judge of this Court, this 17th day of April 2015, at 8:30 in the morning.

APPEARANCES:

ATTY. XCounsel for the Plaintiff

ATTY. YCounsel for the Defendants

OTHER PERSONS PRESENT:

Court Interpreter

MARK ANTHONY F. BAGUALCourt Stenographer III

INTERPRETER:


For pre-trial conference, 12-127276, MARK F. Bautista versus X College, Inc., et. al.

COURT:

Appearances?

PLAINTIFF’S COUNSEL:

Good morning, Your Honor, I am Atty. X, respectfully appearing as counsel for plaintiff MARK F. Bautista.

DEFENDANTS’ COUNSEL:

Good morning, Your Honor, I am Y, respectfully appearing for the defendants.

COURT:

This is for pre-trial conference.


Yes, Your Honor.

COURT:

Are you ready?


Yes, Your Honor.



Yes, Your Honor.

COURT:

But you have been given a Special Power of Attorney?


Yes, Your Honor.


Yes, Your Honor.

COURT:

Before we proceed, can you just give me a short summary of your respective positions?

COURT:

Any offer for stipulations?


Are the defendants willing to stipulate the existence and due execution of X College’s By-Laws and Amended Articles of Incorporation as duly filed with the SEC?


Admitted.



That plaintiff Gregory Alan F. Bautista, then President and Chairman of X College, did not preside the 31 January 2011 Special Meeting of the Board of Trustees of X College?


Admitted.


The 2005 X-College By-Laws?


Admitted.


There was a meeting that was conducted by the Board of Directors of X College on 31 January 2011?


Admitted.


That is all, Your Honor.

COURT:


Defendants?


Is plaintiff willing to stipulate that when defendant Ma. Cecilia Bautista-Lim with the assistance of Board of Trustees of X COLLEGE assumed the presidency of X COLLEGE, they discovered through a special audit, anomalous transactions entered into by plaintiff Alan Bautista including appropriating for himself amounts of money amounting to Twenty Million Pesos (P20,000,000.00) and Seventeen Million Two Hundred Fifty Three Thousand and Twenty Five Pesos (P17,253,025.00), and that he created business units outside the ambit of the corporation such as establishing two extension schools of X COLLEGE. He also encouraged students from X COLLEGE to transfer enrollment to the prejudice of the school. He directed funds to other institution. Increased the compensation of his office from Two Hundred Thousand (200,000.00) to Five Hundred Thousand (500,000.00) per month without the prior approval of the Board of Trustees. Taking over and trying to conceal properties in Laguna and Cavite both properties of the school. Grabbing control of extension business units of the school namely Security Agency Janitorial and Maintenance and treated them as his own businesses and he unilaterally increased the tuition fees of X COLLEGE.


Not stipulated, Your Honor.


Is the plaintiff willing to stipulate…


COURT:

Counsel, for the next stipulation, can you cut it into phrases so that we can catch what matters you want to be stipulated on?


Okay, Your Honor.

COURT:

Because it is too long.


Is the plaintiff willing to stipulate that the said special audit was presented to and discussed at the BOD meeting?




Is the plaintiff willing to stipulate the plaintiff Alan was requested to explain with regard to the special audit, but he neglected to attend this meeting, Your Honor.





Is the plaintiff willing to stipulate that at the annual meeting of June 1, 2011, the Board of Trustees resolves to take legal action to recover the funds misappropriated by plaintiff Alan for himself?




Is the plaintiff willing to stipulate that a formal demand was made to plaintiff Alan to account for or return the misappropriated funds?



COURT:

Isn’t that supported by a document, the formal demand?


Yes, Your Honor. I believe this had been pre-marked, Your Honor.

COURT:

Yes. So why not stipulate on that when there was a demand letter sent? Or is there an issue whether he received it or not?



Yes, Your Honor.

COURT:

Because the purpose of the pre-trial is to shorten the proceedings. If there are facts that you feel that will readily be verifiable from the document you submitted it to the Court, I’d rather that it be stipulated.


Yes, Your Honor. I believe it was not received by MARK Bautista.


But could we stipulate, Your Honor, instead on an annual meeting, Your Honor, we have the minutes, Your Honor.


However the plaintiff is not part of it. There was no proof of receipt of the demand letter.

COURT:

So, not stipulated. Proceed.


Is the plaintiff willing to stipulate that in the Special Meeting of 10 August 2011, the Board of


Trustees included in the agenda the suspension and expulsion of plaintiff Alan from X COLLEGE?




Is the plaintiff willing to stipulate that repeated attempts to explore amicable settlements were made by the Board of Trustees, but plaintiff Alan refused to cooperate?




Is the plaintiff willing to stipulate that the Board of Trustees of X COLLEGE finally resolved to call a Special Meeting on 11 January 2012 with notices duly sent to sanction the plaintiff for his culpable violation?




Lastly, Your Honor, is the plaintiff willing to stipulate that the Special Meeting on January 11, 2012 was attended by 9 out of 10 members of the Board of Trustees with only plaintiff Alan absent?





Is the plaintiff willing to stipulate that the Board unanimously voted for plaintiff Alan’s removal as trustee?




That would be all.

COURT:

Let us go to the issues.


For the plaintiff, the issues, Your Honor, are: Whether or not defendants Rodolfo Valentino Bautista, Ma. Cecilia Bautista-Lim, Ma. Elena Bautista, and Eduardo Bautista, should honor their covenant in the Certificate of Acquiescence that they duly executed? Second, Whether or not the plaintiff was illegally removed as President and Chairman of the Board of Trustees of defendant X College (X COLLEGE)? Third, Your Honor, whether or not the plaintiff should be reinstated in his former position as President and Chairman of the Board of Trustees of X COLLEGE? And last, Your


Honor, whether or not the plaintiff is entitled to the damages claimed in this case?

COURT:

For the defendants?


For the defendants, Your Honor, first issue, whether or not plaintiff MARK F. Bautista was legally removed or expelled as a trustee of the Board of Trustees of X COLLEGE? And issue number two (2), whether or not X COLLEGE is entitled to receive moral damages, attorney’s fees, and other costs of suit?

COURT:

Now, the evidence you intend to present.


For the documentary pieces of evidence for the plaintiff, Your Honor.

COURT:

Let us begin first with the testimonial. Who are your witnesses?


Yes, Your Honor. For the plaintiff. We intend to present MARK Bautista, Your Honor, with reservation, Your Honor.


COURT:

As you know, pre-trial limits our witnesses generally to who you mention now, so are you telling me that as of this pre-trial stage, you have not yet determined who are the possible people that you intend to present other than the plaintiff.


That is, Your Honor, we will just be presenting the plaintiff.

COURT:

Just one witness?


Yes, Your Honor.

COURT:

And of course, he will be testifying on all the material allegations. What about the defendants?


Your Honor, we will be presenting Ma. Cecilia Bautista-Lim. We already furnished the Court with her judicial affidavit.

COURT:


Have you furnished him a copy of the judicial affidavit?


Yes, Your Honor.

COURT:

For the documentary evidence?


For the documentary evidence, Your Honor, the documentary exhibits for the plaintiff was already marked during the preliminary conference last April 10 2015, Your Honor. That would constitute as our documentary evidence, Your Honor. It will be Exhibits “A” to “I”, Your Honor.


As to the defendants, Your Honor, for our documentary evidence, we will be presenting those that were pre-marked on the 10 April 2015 pre-marking, Your Honor, which would consist of Exhibits “1” to “34-A”.

COURT:

Since, we only have one (1) witness each, I think we can finish this proceeding fast. How many hearing dates would you want for your witness? Maybe one setting for each witness?



Yes, Your Honor.

COURT:

And under the Judicial Affidavit Rule, we finish one witness in one day, right? So let us just set two (2) hearing dates. One for the presentation of plaintiff’s evidence and one for defendants’.


Okay, Your Honor.

COURT:

So when?


Available on May 19, Your Honor.


May 19, also available, Your Honor.


June 19?


Yes, June 19.

INTERPRETER:


For plaintiff’s evidence, Your Honor, May 19 at 8:30 a.m. And for defendants’ evidence, June 19 at 8:30 a.m.

COURT:

O R D E R

At today’s proceeding for the continuation of the pre-trial conference, Atty. X, for the plaintiff, and Atty. Y, for the defendants, appeared.

Accordingly, the parties’ stipulation on 26 February 2015 are limited to the following matters:

The existence and due execution of X COLLEGE’s By-Laws and Amended Articles of Incorporation as duly filed with the Securities and Exchange Commission;

That plaintiff MARK F. Bautista, then President and Chairman of X COLLEGE, did not preside the 31 January 2011 Special Meeting of the Board of Trustees of X COLLEGE;

The 2005 X COLLEGE By-Laws;

There was a meeting that was conducted by the Board of Directors of X COLLEGE on 31 January 2011;

That there was a Court of Appeal’s Decision and Resolution in CA-G.R. SP. No. 119077 involving the same parties entitled MARK F. Bautista vs. X COLLEGE, et. al., and there is a Resolution from the Supreme Court dated 18 April 2012 relative to the aforementioned case.


Plaintiff’s counsel did not stipulate on any of the points proposed for stipulation by defendants’ counsel in open court.

The issues for the plaintiff are as follows:

(1)Whether or not defendants Rodolfo

Valentino Bautista, Ma. Cecilia Bautista-Lim, Ma. Elena Bautista, and Eduardo Bautista, should honor their covenant in the Certificate of Acquiescence that they duly executed?

(2)Whether or not the plaintiff was illegally

removed as President and Chairman of the Board of Trustees of defendant (X COLLEGE)?

(3)Whether or not the plaintiff should be

reinstated in his former position as President and Chairman of the Board of Trustees of X COLLEGE?

(4)Whether or not the plaintiff is entitled to

the damages claimed in this case?

The issues for the defendants are as follows:

(1)Whether or not plaintiff MARK F. Bautista

was legally removed or expelled as a trustee of the Board of Trustees of X COLLEGE?

(2)Whether or not X COLLEGE is entitled to

receive moral damages, attorney’s fees, and other costs of suit?

The parties intend to present the documents that were pre-marked during


preliminary conference held on 10 April 2015 before the Branch Clerk of Court.

The witnesses for the parties are as follows:

(1)For plaintiff: MARK F. Bautista

(2)For defendants: Ma. Cecilia Bautista-Lim

The presentation of plaintiff’s witness is set on May 19, 2015 at 8:30 in the morning, and the presentation of defendants’ witness is set on June 19, 2015 at 8:30 in the morning.

The Courts notes the submission of the judicial affidavits of the parties’ respective witnesses. The pre-trial conference is hereby terminated.

The parties are directed to inform the Court if there are any errors or corrections that should be made therein within five (5) days from receipt of the Pre-trial Order.

SO ORDERED.

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I hereby certify that the foregoing transcription of stenographic notes is true and correct to the best of my knowledge and hearing ability.

MARK ANTHONY F. BAGUAL

Court Stenographer III

Documents

PTC-04-17-15