Hence, the group of Dolores

Potenciano,
in whose names those shares still FIRST DIVISION
stand, were the ones entitled to
attend and vote at the [G.R. No. 137934. August 10, 2001.]
stockholders' meeting.

BATANGAS LAGUNA TAYABAS BUS COMPANY, INC.,

DOLORES A. POTENCIANO, MAX JOSEPH A. POTENCIANO,
MERCEDELIN A. POTENCIANO, and DELFIN C. YORRO,
petitioners, vs. BENJAMIN M. BITANGA, RENATO L. LEVERIZA,
LAUREANO A. SIY, JAMES A. OLAYVAR, EDUARDO A.
AZUCENA, MONINA GRACE S. LIM, and GEMMA M. SANTOS,
respondents.

[G.R. No. 137936. August 10, 2001.]

DANILO L. CONCEPCION, FE ELOISA GLORIA and EDIJER A.

MARTINEZ, in their capacities as ASSOCIATE
COMMISSIONERS OF THE SECURITIES AND EXCHANGE
COMMISSION, BATANGAS LAGUNA TAYABAS BUS COMPANY,
INC., MICHAEL A. POTENCIANO, CANDIDIO A. POTENCIANO,
HENRY JOHN A. POTENCIANO, REYNALDO MAGTIBAY,
LORNA NAVARRO and RESTITUTO BAYLON , petitioners, vs.
THE COURT OF APPEALS, BATANGAS LAGUNA TAYABAS BUS
COMPANY, INC., BENJAMIN M. BITANGA, RENATO L.
LEVERIZA, LAUREANO A. SIY, JAMES A. OLAYVAR, EDUARDO
A. AZUCENA, MONINA GRACE S. LIM, and GEMMA M.
SANTOS, respondents.

Acosta & Aguirre Law Firm for petitioners in G.R. No. 137934 & private
respondents Max & Joseph Potenciano & D. Yorro.
Siguion Reyna Montecillo and Ongsiako for petitioners in G.R. No.
137934.
Jimeno Jalandoni and Cope for Monina Grace Lim.

SYNOPSIS

The Potencianos entered into a Sale and Purchase Agreement whereby

they sold to BMB Property Holdings, Inc., represented by its President,
Benjamin Bitanga, 47.98% of the total outstanding capital stock of Batangas
Laguna Tayabas Bus Company, Inc. (BLTB). The buyer guaranteed that it
shall take over the management and operations of BLTB but shall
immediately surrender the same to the sellers in case it fails to pay the
balance of the purchase price on the specified date. Barely a month after the
agreement was executed; Benjamin Bitanga and Monina Grace Lim were
elected directors of the corporation, replacing Dolores and Max Joseph.
Potenciano. The newly elected directors of BLTB scheduled the annual
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 stockholders' meeting, but three days before the scheduled meeting, Michael
Potenciano wrote Benjamin Bitanga, requesting for a postponement of the
stockholders' meeting due to the absence of a thirty-day advance notice. On
the scheduled date of the meeting, a notice of postponement of the
stockholders' meeting was published in the Manila Bulletin. Inasmuch as
there was no notice of postponement prior to that, a total of two hundred
eighty six stockholders, representing 87% of the shares of stock of BLTB,
arrived and attended the meeting. The majority of the stockholders present
rejected the postponement and voted to proceed with the meeting. The
Potenciano group was re-elected to the Board of Directors, and a new set of
officers was thereafter elected. However, the Bitanga group refused to
relinquish their positions and continued to act as directors and officers of
BLTB. The conflict between the Potencianos and the Bitanga group escalated
to levels of unrest. The Bitanga group then filed with the Securities and
Exchange Commission (SEC) a Complaint for Damages and Injunction, which
was denied at the ex-parte summary hearing conducted by the SEC
Chairman. Likewise, the Potenciano group filed a complaint with the SEC, in
which the SEC Chairman issued a temporary restraining order enjoining the
Bitanga group from acting as officers and directors of BLTB. The Bitanga
group filed another complaint with application for a writ of preliminary
injunction and prayer for temporary restraining order, seeking to annul the
stockholders' meeting. Hearing Panel of the SEC conducted joint hearings for
the two prior complaints. The Hearing Panel granted the Bitanga group's
application for a writ of preliminary injunction upon the posting of a bond
and declared that the stockholders' meeting was void. The Potenciano group
filed a petition for certiorari with the SEC En Banc seeking to restrain the
implementation of the Hearing Panel's Order. The SEC En Banc set aside the
Order of the Hearing Panel and issued the writ of preliminary injunction. The
Bitanga group immediately filed a petition for certiorari with the Court of
Appeals. The SEC En Banc issued a writ of preliminary injunction against the
Bitanga group, after the Potencianos posted the required bond of
P20,000,000.00. The Court of Appeals in its decision reversed the orders of
the SEC En Banc and denied the motions for reconsideration. Two petitions
for review were filed and were consolidated by the Supreme Court.
Contrary to the findings of the Court of Appeals, the Bitanga group was
not deprived of due process when the SEC En Banc issued its order. Both
parties were represented at the SEC hearing, and the Bitanga group
presented its arguments in opposition to the injunctive relief. As to whether
or not the SEC En Banc committed error in jurisdiction as to entitle the
Bitanga group to the extraordinary remedy of certiorari, the Supreme Court
found that the Court of Appeals erred in granting the extraordinary remedy
o f certiorari to the Bitanga group. According to the Court, it is elementary
that a special civil action for certiorari is limited to correcting errors of
jurisdiction or grave abuse of discretion. In its ruling, the SEC En Banc
merely exercised its wisdom and competence as a specialized administrative
agency specifically tasked to deal with corporate law issues. The Court found
no error either in jurisdiction or judgment on the part of the SEC En Banc,
since its conclusions of law were anchored on established principles and
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 jurisprudence. Hence, the instant petitions for review were granted. The
Decision of the Court of Appeals was set aside.

SYLLABUS

1. REMEDIAL LAW; PROVISIONAL REMEDIES; PRELIMINARY INJUNCTION;

DUE PROCESS PRESENT WHEN EVERY CONTENDING PARTY IS GIVEN
OPPORTUNITY TO BE HEARD AND THE COURT CONSIDERS EVERY PIECE OF
EVIDENCE PRESENTED; CASE AT BAR. — Due process, in essence, is simply
an opportunity to be heard. It cannot be denied that in the case at bar, a
hearing on the prayer for injunction was held on July 9, 1998. Both parties
were represented at the said hearing, and the Bitanga group presented its
arguments in opposition to the injunctive relief. This alone negates any
proposition that the Bitanga group was denied due process. In applications
for preliminary injunction, the requirement of hearing and prior notice before
injunction may issue has been relaxed to the point that not all petitions for
preliminary injunction must undergo a trial-type hearing, it being hornbook
doctrine that a formal or trial-type hearing is not at all times and in all
instances essential to due process. Due process simply means giving every
contending party the opportunity to be heard and the court to consider every
piece of evidence presented in their favor. Accordingly, this Court has
recently rejected a claim of denial of due process where such claimant was
given the opportunity to be heard, having submitted his counter-affidavit
and memorandum in support of his position.
2. ID.; ID.; ID.; MAY BE GRANTED AT ANY STAGE OF AN ACTION OR
PROCEEDING. — The Rules of Court do not require that issues be joined
before preliminary injunction may issue. Preliminary injunction may be
granted at any stage of an action or proceeding prior to the judgment or
final order, ordering a party or a court, agency or a person to refrain from a
particular act or acts. For as long as the requisites for its issuance are
present in the case, the injunctive writ was properly issued.
3. ID.; ID.; ID.; NATURE THEREOF AS AN INTERLOCUTORY ORDER;
DISTINGUISHED FROM A FINAL ORDER. — Generally, injunction is a
preservative remedy for the protection of one's substantive right or interest.
It is not a cause of action in itself but merely a provisional remedy, an
adjunct to a main suit. Thus, it has been held that an order granting a writ of
preliminary injunction is an interlocutory order. As distinguished from a final
order which disposes of the subject matter in its entirety or terminates a
particular proceeding or action, leaving nothing else to be done but to
enforce by execution what has been determined by the court, an
interlocutory order does not dispose of a case completely, but leaves
something more to be adjudicated upon.
4. COMMERCIAL LAW; CORPORATION CODE; TRANSFER OF STOCK;
PURPOSE OF REGISTRATION THEREOF; CASE AT BAR. — [T]he SEC En Banc
issued a writ of preliminary injunction against the Bitanga group. In so ruling,
the SEC En Banc merely exercised its wisdom and competence as a
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 specialized administrative agency specifically tasked to deal with corporate
law issues. We are in full accord with the SEC En Banc on this matter.
Indeed, until registration is accomplished, the transfer, though valid between
the parties, cannot be effective as against the corporation. Thus, the
unrecorded transferee, the Bitanga group in this case, cannot vote nor be
voted for. The purpose of registration, therefore, is two-fold: to enable the
transferee to exercise all the rights of a stockholder, including the right to
vote and to be voted for, and to inform the corporation of any change in
share ownership so that it can ascertain the persons entitled to the rights
and subject to the liabilities of a stockholder. Until challenged in a proper
proceeding, a stockholder of record has a right to participate in any meeting;
his vote can be properly counted to determine whether a stockholders'
resolution was approved, despite the claim of the alleged transferee. On the
other hand, a person who has purchased stock, and who desires to be
recognized as a stockholder for the purpose of voting, must secure such a
standing by having the transfer recorded in the corporate books. Until the
transfer is registered, the transferee is not a stockholder but an outsider.
5. REMEDIAL LAW; SPECIAL CIVIL ACTIONS; CERTIORARI; AVAILABLE
WHEN THE TRIBUNAL, BOARD OR OFFICER EXERCISING JUDICIAL OR QUASI-
JUDICIAL FUNCTIONS ACTED WITHOUT OR IN EXCESS OF JURISDICTION; NOT
PROPER IN CASE AT BAR. — [N]owhere in the Bitanga group's petition for
certiorari before the Court of Appeals was it shown that the SECEn Banc
committed such patent, gross and prejudicial errors of law or fact, or a
capricious disregard of settled law and jurisprudence, as to amount to a
grave abuse of discretion or lack of jurisdiction on its part. Absent such
showing, neither the Court of Appeals nor this Court should engage in a
review of the facts found nor even of the law as interpreted or applied by the
S E C En Banc, for the writ of certiorari is an extraordinary remedy, and
certiorari jurisdiction is not to be equated with appellate jurisdiction. The
main thrust of a petition for certiorari under Rule 65 of the Rules of Court is
only the correction of errors of jurisdiction including the commission of grave
abuse of discretion amounting to lack or excess of jurisdiction. However, for
this Court or the Court of Appeals to properly exercise the power of judicial
review over a decision of an administrative agency, such as the SEC, it must
first be shown that the tribunal, board or officer exercising judicial or quasi-
judicial functions has indeed acted without or in excess of its or his
jurisdiction, and that there is no appeal, or any plain, speedy and adequate
remedy in the ordinary course of law. In the absence of any showing of lack
of jurisdiction or grave abuse tantamount to lack or excess of jurisdiction,
judicial review may not be had over an administrative agency's decision. We
have gone over the records of the case at bar and we see no cogent reason
to hold that the SEC En Banc had abused its discretion.
6. ID.; EVIDENCE; FACTUAL FINDINGS OF QUASI-JUDICIAL AGENCIES;
WHEN ACCORDED NOT ONLY GREAT RESPECT BUT EVEN FINALITY;
RATIONALE. — It is a fundamental rule that factual findings of quasi-judicial
agencies like the SEC, if supported by substantial evidence, are generally
accorded not only great respect but even finality, and are binding upon this
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 Court, unless petitioner is able to show that it had arbitrarily disregarded
evidence before it or had misapprehended evidence to such an extent as to
compel a contrary conclusion if such evidence had been properly
appreciated. This rule is rooted in the doctrine that this Court is not a trier of
facts, as well as in the respect to be accorded the determinations made by
administrative bodies in general on matters falling within their respective
fields of specialization or expertise.

DECISION

YNARES-SANTIAGO, J : p

These cases involve the Batangas Laguna Tayabas Bus Company, Inc.,
which has been owned by four generations of the Potenciano family.
Immediately prior to the events leading to this controversy, the Potencianos
owned 87.5% of the outstanding capital stock of BLTB. 1
On October 28, 1997, Dolores A. Potenciano, Max Joseph A. Potenciano,
Mercedelin A. Potenciano, Delfin C. Yorro, and Maya Industries, Inc., entered
into a Sale and Purchase Agreement, 2 whereby they sold to BMB Property
Holdings, Inc., represented by its President, Benjamin Bitanga, their
21,071,114 shares of stock in BLTB. The said shares represented 47.98% of
the total outstanding capital stock of BLTB. TAaEIc

The purchase price for the shares of stock was P72,076,425.00, the
downpayment of which, in the sum of P44,354,723.00, was made payable
upon signing of Agreement, while the balance of P27,721,702.00 was
payable on November 26, 1997. The contracting parties stipulated that the
downpayment was conditioned upon receipt by the buyer of certain
documents upon signing of the Agreement, namely, the Secretary's
Certificate stating that the Board of Directors of Maya Industries, Inc.
authorized the sale of its shares in BLTB and the execution of the
Agreement, and designating Dolores A. Potenciano as its Attorney-in-Fact;
the Special Power of Attorney executed by each of the sellers in favor of
Dolores A. Potenciano for purposes of the Agreement; the undated written
resignation letters of the Directors of BLTB, except Henry John A. Potenciano,
Michael A. Potenciano and Candido A. Potenciano); a revocable proxy to vote
the subject shares made by the sellers in favor of the buyer; a Declaration of
Trust made by the sellers in favor of the buyer acknowledging that the
subject shares shall be held in trust by the sellers for the buyer pending their
transfer to the latter's name; and the duly executed capital gains tax return
forms covering the sale, indicating no taxable gain on the same. 3
Furthermore, the buyer guaranteed that it shall take over the
management and operations of BLTB but shall immediately surrender the
same to the sellers in case it fails to pay the balance of the purchase price
on November 26, 1997. 4
Barely a month after the Agreement was executed, on November 21,
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 1997, at a meeting of the stockholders of BLTB, Benjamin Bitanga and
Monina Grace Lim were elected as directors of the corporation, replacing
Dolores and Max Joseph Potenciano. Subsequently, on November 28, 1997,
another stockholders' meeting was held, wherein Laureano A. Siy and
Renato L. Leveriza were elected as directors, replacing Candido Potenciano
and Delfin Yorro who had both resigned as such. At the same meeting, the
Board of Directors of BLTB elected the following officers: Benjamin Bitanga
as Chairman of the Board, President and Chief Executive Officer; Monina
Grace Lim as Vice President for Finance and Supply and Treasurer; James
Olayvar as Vice President for Operations and Maintenance; Eduardo Azucena
as Vice President for Administration; Evelio Custodia as Corporate Secretary;
and Gemma Santos as Assistant Corporate Secretary. 5
During a meeting of the Board of Directors on April 14, 1998, the newly
elected directors of BLTB scheduled the annual stockholders' meeting on
May 19, 1998, to be held at the principal office of BLTB in San Pablo, Laguna.
Before the scheduled meeting, on May 16, 1998, Michael Potenciano wrote
Benjamin Bitanga, requesting for a postponement of the stockholders'
meeting due to the absence of a thirty-day advance notice. However, there
was no response from Bitanga on whether or not the request for
postponement was favorably acted upon.
On the scheduled date of the meeting, May 19, 1998, a notice of
postponement of the stockholders' meeting was published in the Manila
Bulletin. Inasmuch as there was no notice of postponement prior to that, a
total of two hundred eighty six stockholders, representing 87% of the shares
of stock of BLTB, arrived and attended the meeting. The majority of the
stockholders present rejected the postponement and voted to proceed with
the meeting. The Potenciano group was re-elected to the Board of Directors,
6 and a new set of officers was thereafter elected. 7

However, the Bitanga group refused to relinquish their positions and

continued to act as directors and officers of BLTB. The conflict between the
Potencianos and the Bitanga group escalated to levels of unrest and even
violence among laborers and employees of the bus company.
On May 21, 1998, the Bitanga group filed with the Securities and
Exchange Commission a Complaint for Damages and Injunction, docketed as
SEC Case No. 05-98-5973. 8 Their prayer for the issuance of a temporary
restraining order was, however, denied at the ex-parte summary hearing
conducted by SEC Chairman Perfecto Yasay, Jr. SDHTEC

Likewise, the Potenciano group filed on May 25, 1998, a Complaint for
Injunction and Damages with Preliminary Injunction and Temporary
Restraining Order with the SEC, docketed as SEC Case No. 05-98-5978. 9 SEC
Chairman Perfecto Yasay, Jr. issued a temporary restraining order enjoining
the Bitanga group from acting as officers and directors of BLTB.
On June 8, 1998, the Bitanga group filed another complaint with
application for a writ of preliminary injunction and prayer for temporary
restraining order, seeking to annul the May 19, 1998 stockholders' meeting.
The complaint was docketed as SEC Case No. 06-98-5994.
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 A Hearing Panel of the SEC conducted joint hearings of SEC Cases Nos.
05-98-5973 and 05-98-5978. On June 17, 1998, the SEC Hearing Panel
granted the Bitanga group's application for a writ of preliminary injunction
upon the posting of a bond in the amount of P20,000,000.00. 10 It declared
that the May 19, 1998 stockholders' meeting was void on the grounds that,
first, Michael Potenciano had himself asked for its postponement due to
improper notice; and, second, there was no quorum, since BMB Holdings,
Inc., represented by the Bitanga group, which then owned 50.26% of BLTB's
shares having purchased the same from the Potenciano group, was not
present at the said meeting. The Hearing Panel further held that the Bitanga
Board remains the legitimate Board in a hold-over capacity.
The Potenciano group filed a petition for certiorari 11 with the SEC En
Banc on June 29, 1998, seeking a writ of preliminary injunction to restrain
the implementation of the Hearing Panel's assailed Order.
On July 21, 1998, the SEC En Banc set aside the June 17, 1998 Order of
the Hearing Panel and issued the writ of preliminary injunction prayed for. 12
The Bitanga group immediately filed a petition for certiorari 13 with the
Court of Appeals on July 22, 1998, followed by a Supplemental Petition on
August 10, 1998. The petition was docketed as CA-G.R. SP No. 48374.
Meanwhile, on July 29, 1998, the SEC En Banc issued a writ of
preliminary injunction against the Bitanga group, after the Potencianos
posted the required bond of P20,000,000.00. 14
On November 23, 1998, the Court of Appeals rendered the now
assailed Decision, reversing the assailed Orders of the SEC En Banc and
reinstating the Order of the Hearing Panel ordered dated June 17, 1998. 15
The Court of Appeals denied the Motions for Reconsideration in a Resolution
dated March 25, 1999. 16
Petitioners Batangas Laguna Tayabas Bus Company, Inc., Dolores A.
Potenciano, Max Joseph A. Potenciano, Mercedelin A. Potenciano and Delfin
C. Yorro filed the instant petition for review, docketed as G.R. No. 137934,
against respondents Benjamin M. Bitanga, Renato L. Leveriza, Laureano A.
Siy, James A. Olayvar, Eduardo A. Azucena, Monina Grace S. Lim and Gemma
M. Santos. Petitioners contend that —
I
WITH ALL DUE RESPECT, THE HONORABLE COURT OF APPEALS
GRAVELY ERRED WHEN IT DISREGARDED, CONTRARY TO WELL-
ESTABLISHED JURISPRUDENCE, THE FACTUAL FINDINGS OF THE SEC
WHICH IS A SPECIALIZED QUASI-JUDICIAL AGENCY, AND INVALIDATED
THE PRELIMINARY INJUNCTION ISSUED BY THE LATTER. THE COURT OF
APPEALS COMMITTED REVERSIBLE ERROR BECAUSE THERE IS NO
SHOWING THAT THE SEC MADE ANY ERROR IN EITHER JURISDICTION
OR JUDGMENT. DIAcTE

II

WITH ALL DUE RESPECT, THE HONORABLE COURT OF APPEALS

GRAVELY ERRED IN RULING THAT RESPONDENTS WERE DEPRIVED OF
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 THEIR RIGHT TO DUE PROCESS BECAUSE: (1) A FULL-BLOWN HEARING
WAS CONDUCTED ON 6 JULY 1998 WHERE THE PARTIES FULLY
ARGUED THEIR POSITIONS AND WERE HEARD BY THE SEC EN BANC;
(2) THE LAW DOES NOT REQUIRE A SEPARATE HEARING FOR THE
FIXING OF THE AMOUNT OF THE INJUNCTION BOND; AND (3) IN ANY
CASE, THE ALLEGED FAILURE OF THE SEC TO FIX THE AMOUNT OF THE
INJUNCTION BOND IN ITS 21 JULY 1998 ORDER AND SUBSEQUENT
FIXING THEREOF IN ITS 26 JULY 1998 ORDER IS NOT A FATAL ERROR.
III

WITH ALL DUE RESPECT, THE HONORABLE COURT OF APPEALS

GRAVELY ERRED IN RULING THAT THE 21 JULY 1998 ORDER OF THE
SEC RESOLVED THE MAIN CASE. THE SEC, ACTING WITHIN THE
BOUNDS OF ITS JURISDICTION, MERELY MADE A PRELIMINARY
EVALUATION TO RESOLVE THE PRAYER FOR PRELIMINARY INJUNCTION,
WHICH, BY ITS VERY NATURE, IS AN ANCILLARY REMEDY. THE MAIN
PETITION REMAINS PENDING BEFORE THE SEC FOR THE RESOLUTION
OF ITS MERITS. 17

Another petition for review, docketed as G.R. No. 137936, was filed by
petitioners Danilo L. Concepcion, Fe Eloisa Gloria and Edijer A. Martinez, in
their capacities as Associate Commissioners of the Securities and Exchange
Commission, Batangas Laguna Tayabas Bus Company, Inc., Dolores A.
Potenciano, Max Joseph A. Potenciano, Michael A. Potenciano, Mercedelin A.
Potenciano, Candido A. Potenciano, Henry John A. Potenciano, Delfin C.
Yorro, Reynaldo Magtibay, Lorna Navarro and Restituto Baylon based on the
following grounds:
I
THE COURT OF APPEALS COMMITTED GRAVE ABUSE OF DISCRETION IN
HOLDING THAT THE JULY 21, 1998 ORDER OF THE SEC IN SEC EN BANC
CASE NO. 611 RESOLVED THE MAIN CASE.
II
THE COURT OF APPEALS COMMITTED GRAVE ABUSE OF DISCRETION IN
HOLDING THAT THE PRIVATE RESPONDENTS WERE DENIED THEIR
RIGHT TO DUE PROCESS. CaASIc

III
THE COURT OF APPEALS GRAVELY ERRED IN NOT HOLDING THAT THE
SEC ORDER OF JULY 21, 1998 IS VALID AND IN DISREGARDING THE
FACTUAL FINDINGS OF THE SEC. 18

The two petitions for review were consolidated.

We find that the petitions are impressed with merit. Contrary to the
findings of the Court of Appeals, the Bitanga group was not deprived of due
process when the SEC En Banc issued its Order dated July 21, 1998.
Due process, in essence, is simply an opportunity to be heard. 19 It
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 cannot be denied that in the case at bar, a hearing on the prayer for
injunction was held on July 9, 1998. Both parties were represented at the
said hearing, and the Bitanga group presented its arguments in opposition to
the injunctive relief. This alone negates any proposition that the Bitanga
group was denied due process. IcHTED

In applications for preliminary injunction, the requirement of hearing

and prior notice before injunction may issue has been relaxed to the point
that not all petitions for preliminary injunction must undergo a trial-type
hearing, it being hornbook doctrine that a formal or trial-type is not at all
times and in all instances essential to due process. Due process simply
means giving every contending party the opportunity to be heard and the
court to consider every piece of evidence presented in their favor.
Accordingly, this Court has recently rejected a claim of denial of due process
where such claimant was given the opportunity to be heard, having
submitted his counter-affidavit and memorandum in support of his position.
20

Much ado has been made over the fact that the injunction order was
issued with "deliberate speed" even before the Bitanga group filed its
Comment to the Potenciano group's Petition. However, the said Comment is
rather directed to the petition of the Potenciano group; it is not essential to
the resolution of the prayer for injunction. The Rules of Court do not require
that issues be joined before preliminary injunction may issue. Preliminary
injunction may be granted at any stage of an action or proceeding prior to
the judgment or final order, ordering a party or a court, agency or a person
to refrain from a particular act or acts. For as long as the requisites for its
issuance are present in the case, the injunctive writ was properly issued. 21
Respondents argue that the SEC En Banc's July 21, 1998 Order
amounted to a ruling on the main case. We disagree.
A reading of the said Order readily reveals that it merely delved on the
propriety of granting a writ of preliminary injunction against the Bitanga
group. The main case is far from being disposed of as there are several
issues still awaiting resolution, including, whether or not the Bitanga group
has taken funds and assets of BLTB and if so, in what amount and consisting
of what assets; and whether or not the Potenciano group is entitled to the
payment of exemplary damages, attorney's fees and costs of suit. There is
no merit, therefore, in the statement that the SEC En Banc's ruling is a
prejudgment of the main case, as several matters need yet to be addressed.
The fact that the aforesaid Order was merely provisional in character
may be gleaned from the very nature of the injunctive writ granted.
Generally, injunction is a preservative remedy for the protection of one's
substantive right or interest. It is not a cause of action in itself but merely a
provisional remedy, an adjunct to a main suit. 22 Thus, it has been held that
an order granting a writ of preliminary injunction is an interlocutory order. 23
As distinguished from a final order which disposes of the subject matter in its
entirety or terminates a particular proceeding or action, leaving nothing else
to be done but to enforce by execution what has been determined by the
court, an interlocutory order does not dispose of a case completely, but
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 leaves something more to be adjudicated upon. 24

In the case at bar, it cannot be said that the July 21, 1998 Order of the
SEC En Banc terminated the Potenciano group's petition in its entirety. As
mentioned above, there remain several issues which have yet to be resolved
and adjudicated upon by the SEC.
The next issue — whether or not the SEC En Banc committed error in
jurisdiction as to entitle the Bitanga group to the extraordinary remedy of
certiorari — should likewise be resolved in the negative.
In the July 21, 1998 Order of the SEC En Banc, the validity of the BLTB
stockholders' meeting held on May 19, 1998 was sustained, in light of the
time-honored doctrine in corporation law that a transfer of shares is not valid
unless recorded in the books of the corporation. The SEC En Banc went on to
rule that — Hence, the group of Dolores Potenciano, in whose names those shares still stand,
were the ones entitled to attend and vote at the stockholders' meeting.
It is not disputed that the transfer of the shares of the group of
Dolores Potenciano to the Bitanga group has not yet been recorded in
the books of the corporation. Hence, the group of Dolores Potenciano,
in whose names those shares still stand, were the ones entitled to
attend and vote at the stockholders' meeting of the BLTB on 19 May
1998. This being the case, the Hearing Panel committed grave abuse of
discretion in holding otherwise and in concluding that there was no
quorum in said meeting. 25

Based on the foregoing premises, the SEC En Banc issued a writ of

preliminary injunction against the Bitanga group. In so ruling, the SEC En
Banc merely exercised its wisdom and competence as a specialized
administrative agency specifically tasked to deal with corporate law issues.
We are in full accord with the SEC En Banc on this matter. Indeed, until
registration is accomplished, the transfer, though valid between the parties,
cannot be effective as against the corporation. Thus, the unrecorded
transferee, the Bitanga group in this case, cannot vote nor be voted for. The
purpose of registration, therefore, is two-fold: to enable the transferee to
exercise all the rights of a stockholder, including the right to vote and to be
voted for, and to inform the corporation of any change in share ownership so
that it can ascertain the persons entitled to the rights and subject to the
liabilities of a stockholder. 26 Until challenged in a proper proceeding, a
stockholder of record has a right to participate in any meeting; 27 his vote
can be properly counted to determine whether a stockholders' resolution
was approved, despite the claim of the alleged transferee. 28 On the other
hand, a person who has purchased stock, and who desires to be recognized
as a stockholder for the purpose of voting, must secure such a standing by
having the transfer recorded on the corporate books. 29 Until the transfer is
registered, the transferee is not a stockholder but an outsider. 30
We find no error either in jurisdiction or judgment on the part of the
S E C En Banc, since its conclusions of law were anchored on established
principles and jurisprudence.
Indeed, nowhere in the Bitanga group's petition for certiorari before
the Court of Appeals was it shown that the SEC En Banc committed such
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 patent, gross and prejudicial errors of law or fact, or a capricious disregard of
settled law and jurisprudence, as to amount to a grave abuse of discretion or
lack of jurisdiction on its part. Absent such showing, neither the Court of
Appeals nor this Court should engage in a review of the facts found nor even
of the law as interpreted or applied by the SEC En Banc, for the writ of
certiorari is an extraordinary remedy, and certiorari jurisdiction is not to be
equated with appellate jurisdiction. The main thrust of a petition for
certiorari under Rule 65 of the Rules of Court is only the correction of errors
of jurisdiction including the commission of grave abuse of discretion
amounting to lack or excess of jurisdiction. However, for this Court or the
Court of Appeals to properly exercise the power of judicial review over a
decision of an administrative agency, such as the SEC, it must first be shown
that the tribunal, board or officer exercising judicial or quasi-judicial
functions has indeed acted without or in excess of its or his jurisdiction, and
that there is no appeal, or any plain, speedy and adequate remedy in the
ordinary course of law. In the absence of any showing of lack of jurisdiction
or grave abuse tantamount to lack or excess of jurisdiction, judicial review
may not be had over an administrative agency's decision. 31 We have gone
over the records of the case at bar and we see no cogent reason to hold that
the SEC En Banc had abused its discretion.
Moreover, it is a fundamental rule that factual findings of quasi-judicial
agencies like the SEC, if supported by substantial evidence, are generally
accorded not only great respect but even finality, and are binding upon this
Court, unless petitioner is able to show that it had arbitrarily disregarded
evidence before it or had misapprehended evidence to such an extent as to
compel a contrary conclusion if such evidence had been properly
appreciated. This rule is rooted in the doctrine that this Court is not a trier of
facts, as well as in the respect to be accorded the determinations made by
administrative bodies in general on matters falling within their respective
fields of specialization or expertise. 32
In light of all the foregoing, we find that the Court of Appeals erred in
granting the extraordinary remedy of certiorari to the Bitanga group. It is
elementary that a special civil action for certiorari is limited to correcting
errors of jurisdiction or grave abuse of discretion. 33 None of these have
been found to obtain in the petition before the Court of Appeals. What is
more, it is also settled that the issuance of the writ of preliminary injunction
as an ancillary or preventive remedy to secure the rights of a party in a
pending case is entirely within the discretion of the court taking cognizance
of the case, the only limitation being that this discretion should be exercised
based upon the grounds and in the manner provided by law. The exercise of
sound judicial discretion by the lower court in injunctive matters should not
be interfered with except in cases of manifest abuse. 34
WHEREFORE, in view of all the foregoing, the instant petitions for
review are GRANTED. The Decision of the Court of Appeals dated November
23, 1998 in CA-G.R. SP No. 48374 and its resolution dated March 25, 1999
are SET ASIDE. The Orders of the SEC En Banc dated July 21, 1998 and July
27, 1998 in SEC Case No. EB 611 are ordered REINSTATED.
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 SO ORDERED.
Kapunan and Pardo, JJ., concur.

Separate Opinions
PUNO, J., dissenting:

I respectfully submit that the Decision of the Court of Appeals issuing a

writ of injunction to enjoin the Potenciano group from acting as officers and
directors of the Batangas Laguna Tayabas Bus Co., Inc. (BLTB) is in order. It
appears from the facts that the election of the Potenciano group into the
Board of Directors of BLTB during the stockholders' meeting held on May 19,
1998 was void for lack of quorum. It is not disputed that the Bitanga group
has acquired 50.26% of the outstanding capital stock of BLTB after Dolores
Potenciano, Max Joseph Potenciano, Mercedelin Potenciano, Delfin Yorro and
Maya Industries, Inc. sold 21,071,114 shares (representing 47.98% of the
outstanding capital stock of the corporation) to BMB Property Holdings, Inc.
represented by its President, Benjamin M. Bitanga, and the other minority
stockholders sold 991,176 shares also to BMB Property Holdings, Inc. The
Potenciano group cannot justify the participation of Dolores Potenciano, et
al. in the said meeting by invoking Section 63 of the Corporation Code and
arguing that the sale of the shares of stocks to BMB Property Holdings, Inc.
was not recorded in the books of the corporation. Section 63 of the
Corporation Code provides:
"SECTION 63. Certificate of stock and transfer of shares. — . . .
No transfer, however, shall be valid, except as between the parties,
until the transfer is recorded in the books of the corporation showing
the names of the parties to the transaction, the date of the transfer, the
number of the certificate or certificates and the number of shares
transferred.
xxx xxx xxx"

Under this provision, the sale of the stocks shall not be recognized as
valid unless registered in the books of the corporation, but only insofar as
third persons, including the corporation, are concerned. 1 The reasons behind
the registration requirement are:

(1) to enable the corporation to know at all times who its actual
stockholders are, because mutual rights and obligations exist
between the corporation and its stockholders;
(2) to afford to the corporation an opportunity to object or refuse
its consent to the transfer in case it has any claim against the
stock sought to be transferred, or for any other valid reason;
and CHDTEA

(3) to avoid fictitious or fraudulent transfers. 2

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 The rule is intended to protect the interest of the corporation and third
persons who may be prejudiced by the transfer of the shares of stocks. It
follows, therefore, that as between the parties to the sale, the transfer shall
be valid even if not recorded in the books of the corporation. 3
The present controversy involves only the sellers and buyer of the BLTB
shares of stock — the Potencianos and Bitanga. It has not been shown that
either the corporation or third persons are involved in the sale. Thus, the
sellers, the Potencianos, cannot deny that they no longer have rights as
shareholders as they have already relinquished said rights to the buyer,
Bitanga, pursuant to the contract of sale. Unless the sale of the shares is
annulled, the rights of the buyer under the contract must be respected and
upheld.
I vote to DENY the petitions.

Footnotes
1. Rollo , G.R. No. 137934, p. 13.

2. Ibid., pp. 650-669

3. Id., pp. 654-655.

4. Id.

5. Later elected Corporate Secretary at a Directors' meeting held on February 9,

1998.
6. Dolores A. Potenciano, Max Joseph A. Potenciano, Jr., Michael A. Potenciano,
Candido A. Potenciano, Delfin C. Yorro, Reynaldo Magtibay, Lorna Navarro,
Restituto Baylon and Henry John A. Potenciano.

7. Dolores A. Potenciano as Chairperson, Candido A. Potenciano as President and

Chief Executive Officer, Michael A. Potenciano as Vice President and Chief
Operating Officer, Lorna Navarro as Treasurer and Chief Financial Officer and
Rodolfo De Gorostiza as Corporate Secretary.

8. Rollo , G.R. No. 137936, pp. 77-89.

9. Rollo , G.R. No. 137934, pp. 78-273.

10. Petition, Annex "E", Order, SEC Case No. 05-98-5973 and 05-98-5978, 17 June
1998, Rollo , G.R. No. 137934, pp. 278-283.

11. SEC Case No. EB 611, Rollo , G.R. No. 137934, pp. 284-331.
12. Rollo , G.R. No. 137934, pp. 332-334.

13. Records, pp. 2-413.

14. Rollo , G.R. No. 137934, pp. 335-336.

15. Ibid., pp. 54-72; penned by Associate Justice Omar U. Amin, concurred in by
Associate Justices Jorge S. Imperiol and Hector L. Hofileña.
16. Ibid., pp. 73-77; penned by Associate Justice Omar U. Amin, concurred in by
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 Associate Justices Hector L. Hofileña and Portia A. Hormachuelos.

17. Petition for Review on Certiorari, Rollo , G.R. No. 137934, pp. 19-21.
18. Petition for Review on Certiorari, Rollo , G.R. No. 137936, p. 24.

19. Bobis v. Court of Appeals , G.R. No. 113796, 14 December 2000.

20. See Co v. Judge Calimag , A.M. No. RTJ-99-1493, 20 June 2000, citing NFL vs.
NLRC, 283 SCRA 275 [1997] and Ginete v. Court of Appeals , 296 SCRA 38
[1998].

21. Philippine Commercial International Bank v. Court of Appeals , G.R. No. 103149,
15 November 2000, citing Golangco v. Court of Appeals , 347 Phil. 771
[1997].

22. Spouses Lopez v. Court of Appeals, G.R. No. 110929, 20 January 2000.

23. Oro Cam Enterprises, Inc. v. Court of Appeals , G.R. No. 128743, 319 SCRA 444
[1999].
24. See Bañares II v. Balising , G.R. No. 132624, 13 March 2000, citing People v.
Bans, 239 SCRA 48 [1994].
25. Petition, Annex "G", Order, SEC Case No. EB611, 21 July 1998, p. 2.
26. See CAMPOS, The Corporation Code, Comments, Notes and Selected Cases,
1990 ed., Vol. 2, p. 301.

27. Price v. Martin, 58 Phil. 707 [1933].

28. Ibid.

29. Ibid.

30. Rivera v. Florendo, G.R No. L-57586, 144 SCRA 652 [1986].
31. S e e Telefunken Semiconductors Employees Union-FFW v. Court of Appeals ,
G.R. Nos. 143013-14, 18 December 2000.

32. Palomado v. NLRC, G.R. No. 96520, 257 SCRA 680 [1996].
33. Pure Blue Industries, Inc. v. NLRC, G.R. No. 115879, 271 SCRA 259 [1997].

34. Inter-Asia Services Corp. (International) v. Court of Appeals , G.R. No. 106427,
263 SCRA 408 [1996].
PUNO, J., dissenting:

1. See Razon vs. Intermediate Appellate Court, 207 SCRA 234 (1992); Embassy
Farms, Inc . vs. Court of Appeals, 188 SCRA 492 (1990); Magsaysay-Labrador
vs. Court of Appeals, 180 SCRA 266 (1989).
2. Escano vs. Filipinas Mining Corp., et al., 74 Phil 711 (1994).

3. Agbayani, Commercial Laws of the Philippines, vol. 3, 1996 ed., p. 521.

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