Batjak then reuested reuested the turn'over turn'over and transfer of all Batjak assets, properties, management, and operations. !+0 replied and refused to comply 2ith B atjak*s demands. No&!$ &67 5+!+ '&! &*! &*!! 8++) !&u!, )&& ) /)) &*! 5& &*& &*! :o& &u)& !!8!& !!, !!, )o NIDC 8u)& !&u &67) ))!&).
30. NATIONAL INVESTMENT AND DEVELOPMENT CORPORATION VS. AQUINO (G.R. No. L-34192, Ju! 30, 19""# DOCTRINE$ A voting trust agreement, confers to the trustee only voting rights, separated from the other rights of a stockholder over his shares.
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Batjak Batjak (Basic (Basic Agric Agricult ultura urall Trade Traders rs Jointl Jointly y Admin Administ istere ered d Kasamahan) manufactures coconut oil and copra cake for eport. !n "#$%, their financial financial condition condition deteriorated deteriorated to the point of &ankruptcy. Batjak mortgaged its three coco'processing mills to several private &anks. !n need of additional operating capital, Batjak applied to B for additional financial assistance. B*s B*s Board of +irect +irectors ors approv approved ed the reuest, reuest, one of the conditions isThat a voting trust agreement for five years over $/ of o the outstanding paid up and su&scri&ed shares shall &e eecuted &y Batjak*s stockholders in favor of !+0. No&!$ No&!$ NIDC NIDC ') '*o++ '*o++-o' -o'! ! PN )u/) )u/) , , &) &) &*! !)o '* &*!! & o &*) 5)!.
Batjak filed an eparte eparte motion motion for mandamus, mandamus, to return the three mills, and the 01! judge issued a restraining restraining order preventing preventing !+0 from doing anything to the the three mills. 3ence this petition. ISSUE
56 Batjak has a right to recover the three mills from !+0 &ecause their 4oting Trust Agreement had epired7 NO.
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1orced &y the insolvency of Batjak, B instituted etrajudicial foreclosure proceedings against the three oil mills of Batjak. B &ought the t2o mills at auction and the third 2as &ought &y !+0. B transferred the t2o mills to !+0. 3ence, !+0 no2 o2ned all three mills. Three years later, Batjak sent a letter to !+0 asking if they 2ould like to rene2 the 4oting Trust Agreement &et2een them. Batjak sent another letter a month after stating that they safely assume !+0 2as no longer interested in rene2al of the agreement.
The 80 ruled in favor of !+0. !t is clear that the mortgages over the three mills 2ere foreclosed &y B, !+0 acuired the mills, and Batjak failed to eercise its right of redemption. Thus, the mills rightfully &elong to !+0. 5hat 2as assigned assigned to !+0 2as ONL= the po2er to vote the shares of stock of the stockholders of Batjak, representing $/ of Batjak*s 608. o2here in the agreement is mention made of any transfer of Batjak*s assets to !+0. No&!$ NIDC ') 8!! &u)&!!, '*o o+ 5>u! :o& *&). The acuisition &y B'!+0 of the properties 2as not made under the capacity of a trustee &ut as a foreclosing creditor for the purpose of recovering on a just and valid valid o&ligation of Batjak.
PETITION GRANTED
