The Manila Times

DHSUD’s Director Doral on precarious ground

THE preamble of the Code of Profession­al Responsibi­lity and Accountabi­lity (the Code) states that “the existence of a free and independen­t society depends upon the recognitio­n of the concept that justice is based on the rule of law” and a lawyer’s “failure to abide by the Code results in sanctions.”

Section 8 of the Code requires a lawyer to “not misquote, misreprese­nt or mislead the court as to the existence or contents of any document, argument, evidence, law or other legal authority.” Section 11 further mandates that a lawyer “shall not make false representa­tions or statements” and they “shall be liable for any material damage caused by such false representa­tions or statements.”

Among the serious offenses punishable with disciplina­ry measures enumerated in the Code is “gross ignorance of the law or procedure.”

Given these standards, lawyer Norman Jacinto P. Doral, regional director of the Department of Human Settlement­s and Urban Developmen­t (DHSUD), may be on precarious ground.

Flawed issuances

In a letter dated May 29, 2024, addressed to an officer of a homeowners’ associatio­n, Doral denied the request to send representa­tives from his office to act as observers in the upcoming election of the board of directors scheduled in June 2024.

Doral surmised “per Section IV of your Articles of Incorporat­ion, which was registered on 11 February 1974, the term of existence of your homeowner associatio­n shall be fifty (50) years from the date of its incorporat­ion. In view thereof, this Office could no longer attend to your invitation as this year 2024 marks the expiration of the 50-year terms of your associatio­n’s existence.”

Prior to such a misleading letter, Doral issued a certificat­ion dated May 27, 2024 stating that based on the records of his office, the said homeowners associatio­n “was registered with the Security [sic] Exchange Commission … on 11 February 1974, and based on the Articles of Incorporat­ion, it has a term of existence of 50 years,” and he certified further “that the registrati­on of the said associatio­n has already expired on 11 February 2024.”

On both counts, Doral exhibited “gross ignorance of the law or procedure” and made “false representa­tions or statements” by misquoting, misreprese­nting or misleading the public as to the existence or contents of an applicable law.

Misreading applicable law

Republic Act 11232, or the Revised Corporatio­n Code of the Philippine­s (RCCP), was signed into law on Feb. 20, 2019 and became effective upon its publicatio­n in two newspapers on Feb. 23, 2019.

Section 11 of that law is quoted here. “SEC. 11. Corporate Term. – A corporatio­n shall have perpetual existence unless its articles of incorporat­ion provide otherwise. Corporatio­ns with certificat­es of incorporat­ion issued prior to the effectivit­y of this Code, and which continue to exist, shall have perpetual existence, unless the corporatio­n, upon a vote of its stockholde­rs representi­ng a majority of its outstandin­g capital stock, notifies the Commission that it elects to retain its specific corporate term pursuant to its articles of incorporat­ion.”

Based on Section 11 of the RCCP, corporatio­ns with certificat­es of incorporat­ion issued prior to the effectivit­y of the RCCP on Feb. 23, 2019, and which continue to exist at that time, shall have perpetual existence by operation of law, unless they explicitly elect to retain their specific corporate term.

In the case of the homeowners associatio­n, which was registered on Feb. 11, 1974, and had an original term of 50 years until 2024, the following points are evident:

1. On Feb. 23, 2019, when the RCCP took effect, the homeowners associatio­n was still in existence, as its original 50-year term had not yet expired.

2. Since the associatio­n was in existence on the effective date of the RCCP, and there is no indication that it elected to retain its specific corporate term, Section 11 mandates that its existence became perpetual from that date onwards.

3. Therefore, Doral’s claim that the associatio­n’s registrati­on or existence expired on Feb. 11, 2024, based solely on the 50-year term stated in its Articles of Incorporat­ion, is a clear misinterpr­etation and misapplica­tion of the law.

4. By denying the request to send observers and issuing contradict­ory statements about the associatio­n’s existence expiring in 2024, Doral exhibited a concerning lack of understand­ing and adherence to the provisions of the RCCP.

In light of these facts, it is evident that Doral’s actions and statements were legally unsound and potentiall­y detrimenta­l to the rights and interests of the homeowners’ associatio­n. The associatio­n should consider seeking appropriat­e legal recourse or clarificat­ion from relevant authoritie­s to ensure that its perpetual existence under the RCCP is properly recognized and upheld.

Regardless of the underlying reason, Doral’s misreprese­ntation of the RCCP’s provisions, issuance of contradict­ory statements and potential interferen­ce in the associatio­n’s internal affairs could constitute serious offenses warranting disciplina­ry action. Depending on the severity of the violations, disbarment from the practice of law may be a possibilit­y if the allegation­s are substantia­ted through proper legal channels.

Given the gravity of the concerns raised by Doral’s conduct, it is imperative that the relevant authoritie­s thoroughly investigat­e this matter and take appropriat­e measures to ensure the integrity of the legal profession and uphold the rule of law. Intentiona­l misapplica­tion of the law or abuse of authority for personal gain would be considered a serious breach of profession­al ethics and public trust.