G.R. No. 129777 . January 5, 2001.
TCL SALES CORPORATION and ANNA TENG, petitioners, vs. HON. COURT OF APPEALS and TING PING LAY, respondents.

FACTS

Respondent Ting Ping Lay acquired shares in TCL Sales Corporation through three separate purchases from stockholders Peter Chiu, his brother Teng Ching Lay, and Ismaelita Maluto between 1979 and 1989. Following the death of President Teng Ching Lay in 1989, Ting Ping Lay requested petitioner Anna Teng, the corporate secretary, to record these transfers in the corporate Stock and Transfer Book and to issue corresponding new certificates of stock in his name. Petitioners TCL Corporation and Anna Teng refused these demands.
Ting Ping Lay consequently filed a petition for mandamus with the Securities and Exchange Commission (SEC) to compel the recording and issuance. The SEC hearing officer ruled in his favor, ordering the recording, issuance of new certificates, and awarding moral damages and attorney’s fees. The SEC en banc affirmed but modified the decision by deleting the award of damages against the corporation, leaving only Anna Teng liable. Petitioners then sought review at the Court of Appeals.

ISSUE

The primary issues were: (1) whether the petition for review before the Court of Appeals was filed on time; (2) whether the SEC had jurisdiction over the petition for mandamus; and (3) whether moral damages and attorney’s fees were properly awarded against Anna Teng.

RULING

The Supreme Court denied the petition and affirmed the Court of Appeals. On the procedural issue, the Court held that the period for filing the petition for review was not reckoned from the date petitioner Henry Teng (the corporation’s president) received the SEC’s order denying reconsideration. Since petitioners were represented by counsel, the reglementary period should be counted from the date counsel received the notice. The records showed counsel received it on August 23, 1996, making the petition filed on September 25, 1996, timely.
On jurisdiction, the Court ruled that while the SEC’s jurisdiction over intra-corporate disputes was subsequently transferred to regular courts by R.A. No. 8799 , the principle of estoppel applied. Petitioners actively participated in the SEC proceedings without raising any jurisdictional objection, thereby invoking its authority. They cannot attack the SEC’s jurisdiction only after receiving an adverse decision.
Regarding damages, the Court sustained the award of moral damages and attorney’s fees against Anna Teng personally. Her refusal to record the transfers, admitted to be motivated merely by an unwillingness to grant the request without any lawful ground, constituted capricious and bad faith conduct. The SEC en banc correctly deleted the award against the corporation itself, as there was no evidence the board authorized Anna Teng’s actions.