The Supreme Court suspended the lawyer of “Yanson 3” for one year for falsely certifying that there was a quorum in the Special Stockholders' Meeting conducted by the group of Leo Rey Yanson, Ginnette Yanson Dumancas, and their mother Olivia Yanson for Vallacar Transit, Inc. on August 19, 2019, "despite knowing that it was being conducted in violation of the Revised Corporation Code and the By-Laws of Vallacar Transit Incorporated (VTI).”
In a resolution dated August 9, 2023, the Supreme Court suspended Atty. Jun Maxell Orlina from the practice of law for a period of one year.
On November 12, 2022, the Integrated Bar of the Philippines-Commission on Bar Discipline (IBP CBD) issued a resolution suspending Orlina for one year from the practice of law and his notarial services, finding that he "purposely made false statements regarding the shareholdings of Vallacar Transit, Inc., or VTI, a domestic transportation company, and falsely certified to the existence of a quorum in a Special Stockholder's Meeting of VTI conducted by his clients."
The IBP also stated in its resolution that documents show that it is Roy Yanson, Emily Yanson, Ma. Lourdes Celina Yanson-Lopez, and Ricardo V. Yanson, Jr. "collectively own the majority shares of stocks in VTI equivalent to 61.167% of its outstanding capital stock" and that "the Special Board Meeting on July 7, 2019, wherein the Board of Directors of VTI removed respondent's client, Leo Rey Yanson (LRY), as VTI President for loss of trust and confidence and the designation of RSY as President of the company is a valid exercise of corporate powers as the Board present constitutes quorum, as reflected in the General Information Sheet of VTI."
The IBP-CBD also found that "the Special Stockholders' meeting called by LRY, despite his removal as VTI President on August 19, 2019, has no effect. Despite the denial of the TRO and with no court order, LRY called for and issued a Notice of Special Stockholders Meeting to Elect New Board of Directors and Officers purportedly as VTI President." The IBP ruled that "in that so-called Special Stockholders meeting sanctioned by respondent, Orlina was named 'acting Corporate Secretary' by the remaining 38.832% minority shareholders of VTI. That meeting did not meet the required quorum under Section 51 of the RCC.
The Supreme Court adopted these findings, report, and recommendation of the IBP-CBD, and found Orlina guilty of violating the lawyer's oath, Section 1, Canon II, and Section 2, Canon III of the Code of Professional Responsibility and Accountability. The Court also did not give credence to the arguments of Atty. Orlina and ruled that he "participated in the 19 August 2019 Special Stockholders' meeting and was designated as Acting Corporate Secretary therein despite knowing that it was being conducted in violation of the RCC and the By-Laws of VTI."
The Supreme Court also stated in its Resolution that "to make matters worse, Orlina participated in a press conference held immediately after the said meeting to publish the results of the election of the new ser of BOD."
The Supreme Court, in the same decision, said that it is evident that Orlina "violated the lawyer's oath and failed to exhibit proper conduct in accordance with Section 1, Canon II of the CPRA. Similarly, he fell short of his duty to be a responsible and accountable lawyer in accordance with Section 2, Canon III of the CPRA. All told, his participation in the illegal acts amounts to gross misconduct."
Orlina is warned by the Supreme Court that "a repetition of a similar violation will be dealt with more severely," and ordered that "copies of the resolution be furnished to the Office of the Bar Confidant, to be appended to Atty. Jun Maxell Orlina's personal record as attorney," as well as to the Integrated Bar of the Philippines and the Office of the Court Administrator for dissemination to all courts in the country for their information and guidance.
The case is docketed as A.C. No. 12650 and a copy of the resolution has been uploaded into the Supreme Court website on December 18, 2023.*