SC clears Yanson firm dispute lawyer

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THE Supreme Court has cleared a lawyer previously sanctioned in a dispute over the ownership of Vallacar Transit Inc. (VTI), one of the country's largest bus companies.

In a resolution dated Jan. 27, 2025, the court's First Division dismissed the case against lawyer Jun Maxell Orlina, reversing an earlier ruling that found him liable for professional misconduct.

The court previously cited Orlina for violating ethical standards related to alleged unlawful, dishonest or deceitful conduct, and for failing to uphold the law.

However, upon reexamination of the evidence, the court determined the allegations against Orlina lacked substantial proof.

"There is no substantial evidence proving that the Aug. 19, 2019 Special Stockholders' Meeting attended by Atty. Orlina was conducted without a quorum," the resolution read.

"If at all, the evidence on record shows that there is a difference in the number of shares claimed to be owned by complainants' group and that claimed by Leo's group. These issues are yet to be settled in the cases pending among them."

The dispute began on July 7, 2019, when the Yanson four siblings — Rey, Emily, Ricardo Jr. and Lourdes Celina — held a special board meeting to remove Leo Rey Yanson, Orlina's client, as president of VTI.

Leo Rey filed a complaint for declaration of nullity of the meeting and all resolutions allegedly approved by the Yanson 4.

On Aug. 19, 2019, Leo Rey issued a notice of special stockholders' meeting to elect a new board of directors and officers where Orlina was named acting corporate secretary. The Yanson 4, who claimed majority ownership of VTI, alleged the meeting lacked a quorum, and Orlina's appointment was illegal.

Orlina said, however, the meeting was conducted with a quorum based on the company's stock and transfer book.

Complainants said Orlina consented to his appointment despite knowledge that it needed the consent of Celina and Ricardo Jr., who constituted the majority of the shareholders of VTI, and asserted that Orlina's designation as acting corporate secretary was illegal and of no effect.

Orlina responded that the complainants are fugitives from justice, with warrants of arrest issued against them.

He said he acted within the bounds of the law, as he merely accepted his designation as acting corporate secretary in accordance with the wishes of the stockholders owning a majority of VTI's outstanding capital stock.

The high court also stressed the legal presumption of innocence for attorneys and said the burden of proof in disciplinary proceedings lies with the complainant.

"While the court will not hesitate to mete out disciplinary punishment on lawyers who are shown to have failed to perform their sworn duties, it will also not be reluctant in extending its protective arm when the accusations against them are not supported with substantial evidence," the resolution read.

The court's earlier resolution, dated Aug. 9, 2023, which suspended Orlina from practicing law for one year, was thus set aside.