EN BANC
MANILA PRINCE HOTEL, petitioner, vs.
GOVERNMENT SERVICE INSURANCE SYSTEM, MANILA HOTEL CORPORATION, COMMITTEE ON
PRIVATIZATION and OFFICE OF THE GOVERNMENT CORPORATE COUNSEL, respondents.
D E C I S I O N
BELLOSILLO, J.:
The Filipino First Policy enshrined
in the 1987 Constitution, i.e., in the grant of rights,
privileges, and concessions covering the national economy and patrimony, the
State shall give preference to qualified Filipinos,[1] is
invoked by petitioner in its bid to acquire 51% of the shares of the Manila
Hotel Corporation (MHC) which owns the historic Manila Hotel. Opposing,
respondents maintain that the provision is not self-executing but requires an
implementing legislation for its enforcement. Corollarily, they ask
whether the 51% shares form part of the national economy and patrimony covered
by the protective mantle of the Constitution.
The controversy arose when respondent Government
Service Insurance System (GSIS), pursuant to the privatization program of the
Philippine Government under Proclamation No. 50 dated 8 December 1986, decided
to sell through public bidding 30% to 51% of the issued and outstanding shares
of respondent MHC. The winning bidder, or the eventual strategic partner,
is to provide management expertise and/or an international
marketing/reservation system, and financial support to strengthen the
profitability and performance of the Manila Hotel.[2] In
a close bidding held on 18 September 1995 only two (2) bidders participated:
petitioner Manila Prince Hotel Corporation, a Filipino corporation, which
offered to buy 51% of the MHC or 15,300,000 shares at P41.58 per
share, and Renong Berhad, a Malaysian firm, with ITT-Sheraton as its hotel
operator, which bid for the same number of shares at P44.00 per
share, or P2.42 more than the bid of petitioner.
Pertinent provisions of the bidding rules
prepared by respondent GSIS state -
I. EXECUTION
OF THE NECESSARY CONTRACTS WITH GSIS/MHC -
1. The Highest
Bidder must comply with the conditions set forth below by October 23, 1995
(reset to November 3, 1995) or the Highest Bidder will lose the right to
purchase the Block of Shares and GSIS will instead offer the Block of Shares to
the other Qualified Bidders:
a. The Highest
Bidder must negotiate and execute with the GSIS/MHC the Management Contract,
International Marketing/Reservation System Contract or other type of contract
specified by the Highest Bidder in its strategic plan for the Manila
Hotel x x x x
b. The Highest
Bidder must execute the Stock Purchase and Sale Agreement with GSIS x x x
x
K. DECLARATION
OF THE WINNING BIDDER/STRATEGIC PARTNER -
The Highest Bidder will
be declared the Winning Bidder/Strategic Partner after the following conditions
are met:
a. Execution of the
necessary contracts with GSIS/MHC not later than October 23, 1995 (reset to
November 3, 1995); and
b. Requisite
approvals from the GSIS/MHC and COP (Committee on Privatization)/ OGCC (Office
of the Government Corporate Counsel) are obtained.[3]
Pending the declaration of Renong Berhard as the
winning bidder/strategic partner and the execution of the necessary contracts,
petitioner in a letter to respondent GSIS dated 28 September 1995 matched the
bid price of P44.00 per share tendered by Renong Berhad.[4] In
a subsequent letter dated 10 October 1995 petitioner sent a managers check
issued by Philtrust Bank for Thirty-three Million Pesos (P33,000,000.00) as
Bid Security to match the bid of the Malaysian Group, Messrs. Renong Berhad x
x x x[5] which
respondent GSIS refused to accept.
On 17 October 1995, perhaps apprehensive that
respondent GSIS has disregarded the tender of the matching bid and that the
sale of 51% of the MHC may be hastened by respondent GSIS and consummated with
Renong Berhad, petitioner came to this Court on prohibition and
mandamus. On 18 October 1995 the Court issued a temporary restraining
order enjoining respondents from perfecting and consummating the sale to the
Malaysian firm.
On 10 September 1996 the instant case was
accepted by the Court En Banc after it was referred to it by
the First Division. The case was then set for oral arguments with former
Chief Justice Enrique M. Fernando and Fr. Joaquin G. Bernas, S.J., as amici
curiae.
In the main, petitioner invokes Sec. 10, second
par., Art. XII, of the 1987 Constitution and submits that the Manila
Hotel has been identified with the Filipino nation and has practically
become a historical monument which reflects the vibrancy of Philippine heritage
and culture. It is a proud legacy of an earlier generation of Filipinos
who believed in the nobility and sacredness of independence and its power and
capacity to release the full potential of the Filipino people. To all
intents and purposes, it has become a part of the national patrimony.[6]Petitioner
also argues that since 51% of the shares of the MHC carries with it the
ownership of the business of the hotel which is owned by respondent GSIS, a
government-owned and controlled corporation, the hotel business of respondent
GSIS being a part of the tourism industry is unquestionably a part of the
national economy. Thus, any transaction involving 51% of the shares of
stock of the MHC is clearly covered by the term national economy, to which Sec.
10, second par., Art. XII, 1987 Constitution, applies.[7]
It is also the thesis of petitioner that since
Manila Hotel is part of the national patrimony and its business also
unquestionably part of the national economy petitioner should be preferred
after it has matched the bid offer of the Malaysian firm. For the bidding
rules mandate that if for any reason, the Highest Bidder cannot be
awarded the Block of Shares, GSIS may offer this to the other Qualified Bidders
that have validly submitted bids provided that these Qualified Bidders are
willing to match the highest bid in terms of price per share.[8]
Respondents except. They maintain
that: First, Sec. 10, second par., Art. XII, of the 1987
Constitution is merely a statement of principle and policy since it is
not a self-executing provision and requires implementing legislation(s) x x x x
Thus, for the said provision to operate, there must be existing laws to lay
down conditions under which business may be done.[9]
Second, granting that this provision is
self-executing, Manila Hotel does not fall under the term national
patrimony which only refers to lands of the public domain, waters,
minerals, coal, petroleum and other mineral oils, all forces of potential
energy, fisheries, forests or timber, wildlife, flora and fauna and all marine
wealth in its territorial sea, and exclusive marine zone as cited in the first
and second paragraphs of Sec. 2, Art. XII, 1987 Constitution. According to
respondents, while petitioner speaks of the guests who have slept in the hotel
and the events that have transpired therein which make the hotel historic,
these alone do not make the hotel fall under the patrimony of
the nation. What is more, the mandate of the Constitution is addressed to
the State, not to respondent GSIS which possesses a personality of its own
separate and distinct from the Philippines as a State.
Third, granting that the Manila Hotel forms part of
the national patrimony, the constitutional provision invoked is
still inapplicable since what is being sold is only 51% of the outstanding
shares of the corporation, not the hotel building nor the land upon which the
building stands. Certainly, 51% of the equity of the MHC cannot be
considered part of the national patrimony.Moreover, if the
disposition of the shares of the MHC is really contrary to the Constitution,
petitioner should have questioned it right from the beginning and not after it
had lost in the bidding.
Fourth, the reliance by petitioner on par. V., subpar.
J. 1., of the bidding rules which provides that if for any reason, the
Highest Bidder cannot be awarded the Block of Shares, GSIS may offer this to
the other Qualified Bidders that have validly submitted bids provided that
these Qualified Bidders are willing to match the highest bid in terms of price
per share, is misplaced. Respondents postulate that the privilege of
submitting a matching bid has not yet arisen since it only takes place if
for any reason, the Highest Bidder cannot be awarded the Block of Shares. Thus
the submission by petitioner of a matching bid is premature since Renong Berhad
could still very well be awarded the block of shares and the condition giving
rise to the exercise of the privilege to submit a matching bid had not yet
taken place.
Finally, the prayer for prohibition grounded on grave
abuse of discretion should fail since respondent GSIS did not exercise its
discretion in a capricious, whimsical manner, and if ever it did abuse its
discretion it was not so patent and gross as to amount to an evasion of a
positive duty or a virtual refusal to perform a duty enjoined by
law. Similarly, the petition for mandamus should fail as petitioner has no
clear legal right to what it demands and respondents do not have an imperative
duty to perform the act required of them by petitioner.
We now resolve. A constitution is a system of
fundamental laws for the governance and administration of a nation. It is
supreme, imperious, absolute and unalterable except by the authority from which
it emanates. It has been defined as the fundamental and paramount
law of the nation.[10] It
prescribes the permanent framework of a system of government, assigns to the
different departments their respective powers and duties, and establishes
certain fixed principles on which government is founded. The fundamental
conception in other words is that it is a supreme law to which all other laws
must conform and in accordance with which all private rights must be determined
and all public authority administered.[11] Under
the doctrine of constitutional supremacy, if a law or contract violates any
norm of the constitution that law or contract whether promulgated by the
legislative or by the executive branch or entered into by private persons for
private purposes is null and void and without any force and
effect. Thus, since the Constitution is the fundamental, paramount
and supreme law of the nation, it is deemed written in every statute and
contract.
Admittedly, some constitutions are merely
declarations of policies and principles. Their provisions command the
legislature to enact laws and carry out the purposes of the framers who merely
establish an outline of government providing for the different departments of
the governmental machinery and securing certain fundamental and inalienable
rights of citizens.[12] A
provision which lays down a general principle, such as those found in Art. II
of the 1987 Constitution, is usually not self-executing. But a provision
which is complete in itself and becomes operative without the aid of
supplementary or enabling legislation, or that which supplies sufficient rule
by means of which the right it grants may be enjoyed or protected, is
self-executing.Thus a constitutional provision is self-executing if the nature
and extent of the right conferred and the liability imposed are fixed by the
constitution itself, so that they can be determined by an examination and
construction of its terms, and there is no language indicating that the subject
is referred to the legislature for action.[13]
As against constitutions of the past, modern
constitutions have been generally drafted upon a different principle and have
often become in effect extensive codes of laws intended to operate directly
upon the people in a manner similar to that of statutory enactments, and the
function of constitutional conventions has evolved into one more like that of a
legislative body.Hence, unless it is expressly provided that a legislative act
is necessary to enforce a constitutional mandate, the presumption now is that
all provisions of the constitution are self-executing.If the constitutional
provisions are treated as requiring legislation instead of self-executing, the
legislature would have the power to ignore and practically nullify the mandate
of the fundamental law.[14] This
can be cataclysmic. That is why the prevailing view is, as it has always
been, that -
x x x x in case of
doubt, the Constitution should be considered self-executing rather than
non-self-executing x x x x Unless the contrary is clearly intended, the
provisions of the Constitution should be considered self-executing, as a
contrary rule would give the legislature discretion to determine when, or
whether, they shall be effective. These provisions would be subordinated
to the will of the lawmaking body, which could make them entirely meaningless
by simply refusing to pass the needed implementing statute.[15]
Respondents argue that Sec. 10, second par.,
Art. XII, of the 1987 Constitution is clearly not self-executing, as they quote
from discussions on the floor of the 1986 Constitutional Commission -
MR. RODRIGO. Madam President, I am asking this question as
the Chairman of the Committee on Style. If the wording of PREFERENCE is
given to QUALIFIED FILIPINOS, can it be understood as a preference to qualified
Filipinos vis-a-vis Filipinos who are not qualified. So,
why do we not make it clear? To qualified Filipinos as against aliens?
THE PRESIDENT. What is the question of Commissioner
Rodrigo? Is it to remove the word QUALIFIED?
MR. RODRIGO. No, no, but say definitely TO QUALIFIED
FILIPINOS as against whom? As against aliens or over aliens ?
MR. NOLLEDO. Madam President, I think that is
understood. We use the word QUALIFIED because the existing laws or
prospective laws will always lay down conditions under which business may be
done. For example, qualifications on capital, qualifications on the
setting up of other financial structures, et cetera (underscoring
supplied by respondents).
MR. RODRIGO. It is just a matter of style.
MR. NOLLEDO. Yes.[16]
Quite apparently, Sec. 10, second par., of Art
XII is couched in such a way as not to make it appear that it is
non-self-executing but simply for purposes of style. But, certainly, the
legislature is not precluded from enacting further laws to enforce the
constitutional provision so long as the contemplated statute squares with the
Constitution. Minor details may be left to the legislature without impairing
the self-executing nature of constitutional provisions.
In self-executing constitutional provisions, the
legislature may still enact legislation to facilitate the exercise of powers
directly granted by the constitution, further the operation of such a provision,
prescribe a practice to be used for its enforcement, provide a convenient
remedy for the protection of the rights secured or the determination thereof,
or place reasonable safeguards around the exercise of the right. The mere
fact that legislation may supplement and add to or prescribe a penalty for the
violation of a self-executing constitutional provision does not render such a
provision ineffective in the absence of such legislation. The omission
from a constitution of any express provision for a remedy for enforcing a right
or liability is not necessarily an indication that it was not intended to be
self-executing. The rule is that a self-executing provision of the
constitution does not necessarily exhaust legislative power on the subject, but
any legislation must be in harmony with the constitution, further the exercise
of constitutional right and make it more available.[17] Subsequent
legislation however does not necessarily mean that the subject constitutional
provision is not, by itself, fully enforceable.
Respondents also argue that the
non-self-executing nature of Sec. 10, second par., of Art. XII is implied from
the tenor of the first and third paragraphs of the same section which
undoubtedly are not self-executing.[18] The
argument is flawed. If the first and third paragraphs are not
self-executing because Congress is still to enact measures to encourage the
formation and operation of enterprises fully owned by Filipinos, as in the
first paragraph, and the State still needs legislation to regulate and exercise
authority over foreign investments within its national jurisdiction, as in the
third paragraph, then a fortiori, by the same logic, the second
paragraph can only be self-executing as it does not by its language require any
legislation in order to give preference to qualified Filipinos in the grant of
rights, privileges and concessions covering the national economy and
patrimony. A constitutional provision may be self-executing in one part
and non-self-executing in another.[19]
Even the cases cited by respondents holding that
certain constitutional provisions are merely statements of principles and
policies, which are basically not self-executing and only placed in the
Constitution as moral incentives to legislation, not as judicially enforceable
rights - are simply not in point. Basco v. Philippine Amusements and
Gaming Corporation[20] speaks
of constitutional provisions on personal dignity,[21] the
sanctity of family life,[22] the
vital role of the youth in nation-building,[23] the
promotion of social justice,[24] and
the values of education.[25]Tolentino
v. Secretary of Finance[26] refers
to constitutional provisions on social justice and human rights[27] and
on education.[28] Lastly, Kilosbayan,
Inc. v. Morato[29] cites
provisions on the promotion of general welfare,[30] the
sanctity of family life,[31] the
vital role of the youth in nation-building[32] and
the promotion of total human liberation and development.[33] A
reading of these provisions indeed clearly shows that they are not judicially
enforceable constitutional rights but merely guidelines for
legislation. The very terms of the provisions manifest that they are only
principles upon which legislations must be based. Res ipsa loquitur.
On the other hand, Sec. 10, second par., Art.
XII of the 1987 Constitution is a mandatory, positive command which is complete
in itself and which needs no further guidelines or implementing laws or rules
for its enforcement. From its very words the provision does not require
any legislation to put it in operation. It is per se judicially
enforceable. When our Constitution mandates that [i]n the grant of
rights, privileges, and concessions covering national economy and patrimony,
the State shall give preference to qualified Filipinos, it means just
that - qualified Filipinos shall be preferred. And when our Constitution
declares that a right exists in certain specified circumstances an action may
be maintained to enforce such right notwithstanding the absence of any
legislation on the subject; consequently, if there is no statute especially
enacted to enforce such constitutional right, such right enforces itself by its
own inherent potency and puissance, and from which all legislations must take
their bearings. Where there is a right there is a remedy. Ubi jus
ibi remedium.
As regards our national patrimony, a
member of the 1986 Constitutional Commission[34] explains
-
The patrimony of the Nation that should be
conserved and developed refers not only to our rich natural resources but also
to the cultural heritage of our race. It also refers to our intelligence
in arts, sciences and letters. Therefore, we should develop not only our
lands, forests, mines and other natural resources but also the mental ability
or faculty of our people.
We agree. In its plain and ordinary
meaning, the term patrimony pertains to heritage.[35] When
the Constitution speaks of national patrimony, it refers not
only to the natural resources of the Philippines, as the Constitution could
have very well used the term natural resources, but also to the cultural
heritage of the Filipinos.
Manila Hotel has become a landmark - a living
testimonial of Philippine heritage. While it was restrictively an American
hotel when it first opened in 1912, it immediately evolved to be truly
Filipino. Formerly a concourse for the elite, it has since then become the
venue of various significant events which have shaped Philippine
history. It was called the Cultural Center of the 1930s. It
was the site of the festivities during the inauguration of the Philippine
Commonwealth. Dubbed as the Official Guest House of the Philippine
Government it plays host to dignitaries and official visitors who are
accorded the traditional Philippine hospitality.[36]
The history of the hotel has been chronicled in
the book The Manila Hotel: The Heart and Memory of a City.[37] During
World War II the hotel was converted by the Japanese Military Administration
into a military headquarters. When the American forces returned to
recapture Manila the hotel was selected by the Japanese together with
Intramuros as the two (2) places for their final stand. Thereafter, in the
1950s and 1960s, the hotel became the center of political activities,
playing host to almost every political convention. In 1970 the hotel
reopened after a renovation and reaped numerous international recognitions, an
acknowledgment of the Filipino talent and ingenuity. In 1986 the hotel was
the site of a failed coup d etat where an aspirant for
vice-president was proclaimed President of the Philippine Republic.
For more than eight (8) decades Manila Hotel has
bore mute witness to the triumphs and failures, loves and frustrations of
the Filipinos; its existence is impressed with public interest; its own
historicity associated with our struggle for sovereignty, independence and
nationhood. Verily, Manila Hotel has become part of our national economy
and patrimony. For sure, 51% of the equity of the MHC comes within the
purview of the constitutional shelter for it comprises the majority and
controlling stock, so that anyone who acquires or owns the 51% will have actual
control and management of the hotel. In this instance, 51% of the MHC
cannot be disassociated from the hotel and the land on which the hotel edifice
stands. Consequently, we cannot sustain respondents claim that the Filipino
First Policy provision is not applicable since what is being
sold is only 51% of the outstanding shares of the corporation, not the Hotel
building nor the land upon which the building stands.[38]
The argument is pure sophistry. The
term qualified Filipinos as used in our Constitution also
includes corporations at least 60% of which is owned by Filipinos. This is
very clear from the proceedings of the 1986 Constitutional Commission -
THE PRESIDENT. Commissioner Davide is recognized.
MR. DAVIDE. I would like to introduce an amendment to the
Nolledo amendment. And the amendment would consist in substituting the
words QUALIFIED FILIPINOS with the following: CITIZENS OF THE PHILIPPINES OR
CORPORATIONS OR ASSOCIATIONS WHOSE CAPITAL OR CONTROLLING STOCK IS WHOLLY OWNED
BY SUCH CITIZENS.
x x x x
MR. MONSOD. Madam President, apparently the proponent is
agreeable, but we have to raise a question. Suppose it is a corporation
that is 80-percent Filipino, do we not give it preference?
MR. DAVIDE. The Nolledo amendment would refer to an
individual Filipino. What about a corporation wholly owned by Filipino
citizens?
MR. MONSOD. At least 60 percent, Madam President.
MR. DAVIDE. Is that the intention?
MR. MONSOD. Yes, because, in fact, we would be limiting it if
we say that the preference should only be 100-percent Filipino.
MR. DAVIDE. I want to get that meaning clear because
QUALIFIED FILIPINOS may refer only to individuals and not to juridical
personalities or entities.
MR. MONSOD. We agree, Madam President.[39]
x x x x
MR. RODRIGO. Before we vote, may I request that the amendment
be read again.
MR. NOLLEDO. The amendment will read: IN THE GRANT OF
RIGHTS, PRIVILEGES AND CONCESSIONS COVERING THE NATIONAL ECONOMY AND PATRIMONY,
THE STATE SHALL GIVE PREFERENCE TO QUALIFIED FILIPINOS. And the word
Filipinos here, as intended by the proponents, will include not only individual
Filipinos but also Filipino-controlled entities or entities fully-controlled by
Filipinos.[40]
The phrase preference to qualified
Filipinos was explained thus -
MR. FOZ. Madam President, I would like to request
Commissioner Nolledo to please restate his amendment so that I can ask a
question.
MR. NOLLEDO. IN THE GRANT OF RIGHTS, PRIVILEGES AND
CONCESSIONS COVERING THE NATIONAL ECONOMY AND PATRIMONY, THE STATE SHALL GIVE
PREFERENCE TO QUALIFIED FILIPINOS.
MR. FOZ. In connection with that amendment, if a foreign
enterprise is qualified and a Filipino enterprise is also qualified, will the
Filipino enterprise still be given a preference?
MR. NOLLEDO. Obviously.
MR. FOZ. If the foreigner is more qualified in some aspects
than the Filipino enterprise, will the Filipino still be preferred?
MR. NOLLEDO. The answer is yes.
MR. FOZ. Thank you.[41]
Expounding further on the Filipino First
Policy provision Commissioner Nolledo continues
MR. NOLLEDO. Yes, Madam President. Instead of MUST, it will
be SHALL - THE STATE SHALL GIVE PREFERENCE TO QUALIFIED FILIPINOS. This
embodies the so-called Filipino First policy.That means that Filipinos should
be given preference in the grant of concessions, privileges and rights covering
the national patrimony.[42]
The exchange of views in the sessions of the
Constitutional Commission regarding the subject provision was still further
clarified by Commissioner Nolledo[43] -
Paragraph 2 of Section
10 explicitly mandates the Pro-Filipino bias in all economic concerns. It
is better known as the FILIPINO FIRST Policy x x x x This provision
was never found in previous Constitutions x x x x
The term qualified
Filipinos simply means that preference shall be given to those citizens who can
make a viable contribution to the common good, because of credible competence
and efficiency. It certainly does NOT mandate the pampering and
preferential treatment to Filipino citizens or organizations that are
incompetent or inefficient, since such an indiscriminate preference would be
counterproductive and inimical to the common good.
In the granting of
economic rights, privileges, and concessions, when a choice has to be made
between a qualified foreigner and a qualified Filipino, the latter shall be
chosen over the former.
Lastly, the word qualified is
also determinable. Petitioner was so considered by respondent GSIS and
selected as one of the qualified bidders. It was pre-qualified
by respondent GSIS in accordance with its own guidelines so that the sole
inference here is that petitioner has been found to be possessed of proven
management expertise in the hotel industry, or it has significant equity
ownership in another hotel company, or it has an overall management and
marketing proficiency to successfully operate the Manila Hotel.[44]
The penchant to try to whittle away the mandate
of the Constitution by arguing that the subject provision is not self-executory
and requires implementing legislation is quite disturbing.The attempt to
violate a clear constitutional provision - by the government itself - is only
too distressing. To adopt such a line of reasoning is to renounce the duty
to ensure faithfulness to the Constitution. For, even some of the
provisions of the Constitution which evidently need implementing legislation
have juridical life of their own and can be the source of a judicial remedy.We
cannot simply afford the government a defense that arises out of the failure to
enact further enabling, implementing or guiding legislation. In fine, the
discourse of Fr. Joaquin G. Bernas, S.J., on constitutional government is apt -
The executive department
has a constitutional duty to implement laws, including the Constitution, even
before Congress acts - provided that there are discoverable legal standards for
executive action. When the executive acts, it must be guided by its own
understanding of the constitutional command and of applicable laws. The
responsibility for reading and understanding the Constitution and the laws is
not the sole prerogative of Congress. If it were, the executive would have
to ask Congress, or perhaps the Court, for an interpretation every time the
executive is confronted by a constitutional command. That is not how
constitutional government operates.[45]
Respondents further argue that the
constitutional provision is addressed to the State, not to respondent GSIS
which by itself possesses a separate and distinct personality. This
argument again is at best specious. It is undisputed that the sale of 51%
of the MHC could only be carried out with the prior approval of the State
acting through respondent Committee on Privatization. As correctly pointed
out by Fr. Joaquin G. Bernas, S.J., this fact alone makes the sale of the
assets of respondents GSIS and MHC a state action. In
constitutional jurisprudence, the acts of persons distinct from the government
are considered state action covered by the Constitution (1)
when the activity it engages in is a public function; (2) when
the government is so significantly involved with the private actor as to make
the government responsible for his action; and, (3) when the government has
approved or authorized the action. It is evident that the act of
respondent GSIS in selling 51% of its share in respondent MHC comes under the
second and third categories of state action. Without doubt
therefore the transaction, although entered into by respondent GSIS, is in fact
a transaction of the State and therefore subject to the constitutional command.[46]
When the Constitution addresses the State it
refers not only to the people but also to the government as elements of the
State. After all, government is composed of three (3) divisions of power -
legislative, executive and judicial. Accordingly, a constitutional mandate
directed to the State is correspondingly directed to the three (3) branches of
government. It is undeniable that in this case the subject constitutional
injunction is addressed among others to the Executive Department and respondent
GSIS, a government instrumentality deriving its authority from the State.
It should be stressed that while the Malaysian
firm offered the higher bid it is not yet the winning bidder. The bidding
rules expressly provide that the highest bidder shall only be declared the
winning bidder after it has negotiated and executed the necessary contracts,
and secured the requisite approvals. Since the Filipino First
Policy provision of the Constitution bestows preference on qualified Filipinos the
mere tending of the highest bid is not an assurance that the highest bidder
will be declared the winning bidder. Resultantly, respondents are not
bound to make the award yet, nor are they under obligation to enter into one
with the highest bidder. For in choosing the awardee respondents are
mandated to abide by the dictates of the 1987 Constitution the provisions of
which are presumed to be known to all the bidders and other interested parties.
Adhering to the doctrine of constitutional
supremacy, the subject constitutional provision is, as it should be, impliedly
written in the bidding rules issued by respondent GSIS, lest the bidding rules
be nullified for being violative of the Constitution. It is a basic
principle in constitutional law that all laws and contracts must conform with
the fundamental law of the land.Those which violate the Constitution lose their
reason for being.
Paragraph V. J. 1 of the bidding rules provides
that [i]f for any reason the Highest Bidder cannot
be awarded the Block of Shares, GSIS may offer this to other Qualified Bidders
that have validly submitted bids provided that these Qualified Bidders are
willing to match the highest bid in terms of price per share.[47] Certainly,
the constitutional mandate itself is reason enough not to
award the block of shares immediately to the foreign bidder notwithstanding its
submission of a higher, or even the highest, bid. In fact, we cannot
conceive of a strongerreason than the constitutional
injunction itself.
In the instant case, where a foreign firm
submits the highest bid in a public bidding concerning the grant of rights,
privileges and concessions covering the national economy and patrimony, thereby
exceeding the bid of a Filipino, there is no question that the Filipino will
have to be allowed to match the bid of the foreign entity. And if the Filipino
matches the bid of a foreign firm the award should go to the Filipino. It
must be so if we are to give life and meaning to the Filipino First
Policy provision of the 1987 Constitution. For, while this may
neither be expressly stated nor contemplated in the bidding rules, the
constitutional fiat is omnipresent to be simply disregarded. To ignore it
would be to sanction a perilous skirting of the basic law.
This Court does not discount the apprehension
that this policy may discourage foreign investors. But the Constitution
and laws of the Philippines are understood to be always open to public
scrutiny. These are given factors which investors must consider when
venturing into business in a foreign jurisdiction. Any person therefore
desiring to do business in the Philippines or with any of its agencies or
instrumentalities is presumed to know his rights and obligations under the
Constitution and the laws of the forum.
The argument of respondents that petitioner is
now estopped from questioning the sale to Renong Berhad since petitioner was
well aware from the beginning that a foreigner could participate in the bidding
is meritless. Undoubtedly, Filipinos and foreigners alike were invited to
the bidding. But foreigners may be awarded the sale only if no Filipino
qualifies, or if the qualified Filipino fails to match the highest bid tendered
by the foreign entity. In the case before us, while petitioner was already
preferred at the inception of the bidding because of the constitutional
mandate, petitioner had not yet matched the bid offered by Renong
Berhad. Thus it did not have the right or personality then to compel
respondent GSIS to accept its earlier bid. Rightly, only after it had
matched the bid of the foreign firm and the apparent disregard by respondent GSIS
of petitioners matching bid did the latter have a cause of action.
Besides, there is no time frame for invoking the
constitutional safeguard unless perhaps the award has been finally
made. To insist on selling the Manila Hotel to foreigners when there is a
Filipino group willing to match the bid of the foreign group is to insist that
government be treated as any other ordinary market player, and bound by its
mistakes or gross errors of judgment, regardless of the consequences to the
Filipino people. The miscomprehension of the Constitution is
regrettable. Thus we would rather remedy the indiscretion while there is
still an opportunity to do so than let the government develop the habit of
forgetting that the Constitution lays down the basic conditions and parameters
for its actions.
Since petitioner has already matched the bid
price tendered by Renong Berhad pursuant to the bidding rules, respondent GSIS
is left with no alternative but to award to petitioner the block of shares of
MHC and to execute the necessary agreements and documents to effect the sale in
accordance not only with the bidding guidelines and procedures but with the
Constitution as well. The refusal of respondent GSIS to execute the
corresponding documents with petitioner as provided in the bidding rules after
the latter has matched the bid of the Malaysian firm clearly constitutes grave
abuse of discretion.
The Filipino First Policy is a
product of Philippine nationalism. It is embodied in the 1987 Constitution
not merely to be used as a guideline for future legislation but primarily to be
enforced; so must it be enforced. This Court as the ultimate guardian of
the Constitution will never shun, under any reasonable circumstance, the duty
of upholding the majesty of the Constitution which it is tasked to
defend. It is worth emphasizing that it is not the intention of this Court
to impede and diminish, much less undermine, the influx of foreign
investments. Far from it, the Court encourages and welcomes more business
opportunities but avowedly sanctions the preference for Filipinos whenever such
preference is ordained by the Constitution. The position of the Court on
this matter could have not been more appropriately articulated by Chief Justice
Narvasa -
As scrupulously as it
has tried to observe that it is not its function to substitute its judgment for
that of the legislature or the executive about the wisdom and feasibility of
legislation economic in nature, the Supreme Court has not been spared criticism
for decisions perceived as obstacles to economic progress and development x x x
x in connection with a temporary injunction issued by the Courts First Division
against the sale of the Manila Hotel to a Malaysian Firm and its partner,
certain statements were published in a major daily to the effect that that
injunction again demonstrates that the Philippine legal system can be a major
obstacle to doing business here.
Let it be stated for the
record once again that while it is no business of the Court to intervene in
contracts of the kind referred to or set itself up as the judge of whether they
are viable or attainable, it is its bounden duty to make sure that they do not
violate the Constitution or the laws, or are not adopted or implemented with
grave abuse of discretion amounting to lack or excess of jurisdiction. It
will never shirk that duty, no matter how buffeted by winds of unfair and
ill-informed criticism.[48]
Privatization of a business asset for purposes
of enhancing its business viability and preventing further losses, regardless
of the character of the asset, should not take precedence over non-material
values. A commercial, nay even a budgetary, objective should not be
pursued at the expense of national pride and dignity. For the Constitution
enshrines higher and nobler non-material values. Indeed, the Court will
always defer to the Constitution in the proper governance of a free society;
after all, there is nothing so sacrosanct in any economic
policy as to draw itself beyond judicial review when the Constitution is
involved.[49]
Nationalism is inherent in the very concept of
the Philippines being a democratic and republican state, with sovereignty
residing in the Filipino people and from whom all government authority
emanates. In nationalism, the happiness and welfare of the people must be
the goal. The nation-state can have no higher purpose. Any
interpretation of any constitutional provision must adhere to such basic
concept. Protection of foreign investments, while laudible, is merely a
policy. It cannot override the demands of nationalism.[50]
The Manila Hotel or, for that matter, 51% of the
MHC, is not just any commodity to be sold to the highest bidder solely for the
sake of privatization. We are not talking about an ordinary piece of
property in a commercial district. We are talking about a historic relic
that has hosted many of the most important events in the short history of the
Philippines as a nation. We are talking about a hotel where heads of
states would prefer to be housed as a strong manifestation of their desire to
cloak the dignity of the highest state function to their official visits to the
Philippines. Thus the Manila Hotel has played and continues to play a
significant role as an authentic repository of twentieth century Philippine
history and culture. In this sense, it has become truly a reflection of
the Filipino soul - a place with a history of grandeur; a
most historical setting that has played a part in the shaping of a country.[51]
This Court cannot extract rhyme nor reason from
the determined efforts of respondents to sell the historical landmark -
this Grand Old Dame of hotels in Asia - to a total
stranger. For, indeed, the conveyance of this epic exponent of the
Filipino psyche to alien hands cannot be less than mephistophelian for it is,
in whatever manner viewed, a veritable alienation of a nations soul for some
pieces of foreign silver. And so we ask: What advantage, which cannot be
equally drawn from a qualified Filipino, can be gained by the Filipinos if
Manila Hotel - and all that it stands for - is sold to a non-Filipino? How
much of national pride will vanish if the nations cultural heritage is entrusted
to a foreign entity? On the other hand, how much dignity will be preserved
and realized if the national patrimony is safekept in the hands of a qualified, zealous
and well-meaning Filipino? This is the plain and simple meaning of
the Filipino First Policy provision of the Philippine
Constitution. And this Court, heeding the clarion call of the Constitution
and accepting the duty of being the elderly watchman of the nation, will
continue to respect and protect the sanctity of the Constitution.
WHEREFORE, respondents GOVERNMENT SERVICE INSURANCE
SYSTEM, MANILA HOTEL CORPORATION, COMMITTEE ON PRIVATIZATION and OFFICE OF THE
GOVERNMENT CORPORATE COUNSEL are directed to CEASE and DESIST from selling 51%
of the shares of the Manila Hotel Corporation to RENONG BERHAD, and to ACCEPT
the matching bid of petitioner MANILA PRINCE HOTEL CORPORATION to purchase the
subject 51% of the shares of the Manila Hotel Corporation at P44.00
per share and thereafter to execute the necessary agreements and documents to
effect the sale, to issue the necessary clearances and to do such other acts
and deeds as may be necessary for the purpose.
SO ORDERED.
Regalado, Davide, Jr., Romero, Kapunan,
Francisco, and Hermosisima,
Jr., JJ, concur.
Narvasa, C.J., (Chairman), and Melo, J., joins J. Puno in
his dissent.
[1] See Sec. 10, par. 2, Art. XII, 1987 Constitution.
[2] Par. I. Introduction and Highlights, Guidelines and
Procedures: Second Prequalifications and Public Bidding of the MHC
Privatization; Annex A, Consolidated Reply to Comments of Respondents; Rollo,
p.142.
[3] Par. V. Guidelines for the Public Bidding, Id.,
pp. 153-154.
[4] Annex A, Petition for Prohibition and Mandamus with
Temporary Restraining Order; Rollo, pp.13-14.
[5] Annex B, Petition for Prohibition and Mandamus with
Temporary Restraining Order; Id., p.15.
[6] Petition for Prohibition and Mandamus with Temporary
Restraining Order, pp. 5-6; Id., pp.6-7.
[7] Consolidated Reply to Comments of Respondents, p. 17; Id.,
p.133.
[8] Par. V. J. 1,Guidelines for Public Bidding, Guidelines and
Procedures: Second Prequalifications and Public Bidding of the MHC
Privatization, Annex A, Consolidated Reply to Comments of Respondents; Id.,
p. 154.
[9] Respondents Joint Comment with Urgent Motion to Lift
Temporary Restraining Order, p.9; Rollo, p. 44.
[10] Marbury v. Madison, 5 U.S. 138 (1803).
[11] 11 Am Jur. 606.
[12] 16 Am Jur. 2d 281.
[13] Id., p. 282.
[14] See Note 12.
[15] Cruz, Isagani A., Constitutional Law, 1993 ed., pp. 8-10.
[16] Record of the Constitutional Commission, Vol. 3, 22 August
1986, p. 608.
[17] 16 Am Jur 2d 283-284.
[18] Sec. 10, first par., reads: The Congress shall, upon
recommendation of the economic and planning agency, when the national interest
dictates, reserve to citizens of the Philippines or to corporations or
associations at least sixty per centum of whose capital is owned by such
citizens, or such higher percentage as Congress may prescribe, certain areas of
investments. The Congress shall enact measures that will encourage the
formation and operation of enterprises whose capital is wholly owned by
Filipinos.
Sec. 10, third par., reads: The State shall
regulate and exercise authority over foreign investments within its national
jurisdiction and in accordance with its national goals and priorities.
[19] State ex rel. Miller v. OMalley, 342 Mo 641,
117 SW2d 319.
[20] G.R. No. 91649, 14 May 1991, 197 SCRA 52.
[21] Sec. 11, Art. II (Declaration of Principles and State
Policies), provides that [t]he State values the dignity of every human person
and guarantees full respect for human rights.
[22] Sec. 12, Art. II, provides that [t]he State recognizes the
sanctity of family life and shall protect and strengthen the family as a basic
autonomous social institution. It shall equally protect the life of the
mother and the life of the unborn from conception. The natural and primary
right and duty of parents in the rearing of the youth for civic efficiency and the
development of moral character shall receive the support of the government.
[23] Sec. 13, Art. II, provides that [t]he State recognizes the
vital role of the youth in nation-building and shall promote and protect their
physical, moral, spiritual, intellectual, and social well-being. It shall
inculcate in the youth patriotism and nationalism, and encourage their
involvement in public and civic affairs.
[24] Sec. 1, Art. XIII (Social Justice and Human Rights),
provides that [t]he Congress shall give highest priority to the enactment of
measures that protect and enhance the right of all the people to human dignity,
reduce social, economic and political inequalities, and remove cultural
inequities by equitably diffusing wealth and political power for the common
good.
To this end, the State shall regulate the
acquisition, ownership, use, and disposition of property and its increments.
Sec. 2, Art. XIII, provides that [t]he promotion
of social justice shall include the commitment to create economic opportunities
based on freedom of initiative and self-reliance.
[25] Sec. 2, Art. XIV (Education, Science and Technology, Arts,
Culture, and Sports), provides that [t]he State shall:
(1) Establish, maintain, and support a complete, adequate,
and integrated system of education relevant to the needs of the people and
society;
(2) Establish and maintain a system of free public education
in the elementary and high school levels. Without limiting the natural
right of parents to rear their children, elementary education is compulsory for
all children of school age;
(3) Establish and maintain a system of scholarship grants,
student loan programs, subsidies, and other incentives which shall be available
to deserving students in both public and private schools, especially to the
underprivileged;
(4) Encourage non-formal, informal, and indigenous learning,
independent, and out-of-school study programs particularly those that
respond to community needs; and
(5) Provide adult citizens, the disabled,
and out-of-school youth with training in civics, vocational efficiency, and
other skills.
[26] G.R. No. 115455, 25 August 1994, 235 SCRA 630.
[27] See Note 25.
[28] Sec. 1, Art. XIV, provides that [t]he State shall protect
and promote the right of all citizens to quality education at all levels of
education and shall take appropriate steps to make such education accessible to
all.
[29] G.R. No. 118910, 17 July 1995.
[30] Sec. 5, Art. II (Declaration of Principles and State
Policies), provides that [t]he maintenance of peace and order, the protection
of life, liberty, and property, and the promotion of the general welfare are
essential for the enjoyment by all the people of the blessings of democracy.
[31] See Note 23.
[32] See Note 24.
[33] Sec. 17, Art. II, provides that [t]he State shall give
priority to education, science and technology, arts, culture, and sports to
foster patriotism and nationalism, accelerate social progress, and promote
total human liberation and development.
[34] Nolledo, Jose N., The New Constitution of the Philippines
Annotated, 1990 ed., p. 72.
[35] Websters Third New International Dictionary, 1986 ed., p.
1656.
[36] The guest list of the Manila Hotel includes Gen. Douglas
MacArthur, the Duke of Windsor, President Richard Nixon of U.S.A., Emperor
Akihito of Japan, President Dwight Eisenhower of U.S.A, President Nguyen Van
Thieu of Vietnam, President Park Chung Hee of Korea, Prime Minister Richard
Holt of Australia, Prime Minister Keith Holyoake of New Zealand, President
Lyndon Johnson of U.S.A., President Jose Lopez Portillo of Mexico, Princess
Margaret of England, Prime Minister Malcolm Fraser of Australia, Prime Minister
Yasuhiro Nakasone of Japan, Prime Minister Pierre Elliot Trudeau of Canada,
President Raul Alfonsin of Argentina, President Felipe Gonzalez of Spain, Prime
Minister Noboru Takeshita of Japan, Prime Minister Hussain Muhammad Ershad of
Bangladesh, Prime Minister Bob Hawke of Australia, Prime Minister Yasuhiro
Nakasone of Japan, Premier Li Peng of China, Sultan Hassanal Bolkiah of Brunei,
President Ramaswami Venkataraman of India, Prime Minister Go Chok Tong of
Singapore, Prime Minister Enrique Silva Cimma of Chile, Princess Chulaborn and
Mahacharri Sirindhorn of Thailand, Prime Minister Tomiichi Murayama of Japan,
Sultan Azlan Shah and Raja Permaisuri Agong of Malaysia, President Kim Young
Sam of Korea, Princess Infanta Elena of Spain, President William Clinton of
U.S.A., Prime Minister Mahathir Mohamad of Malaysia, King Juan Carlos I and
Queen Sofia of Spain, President Carlos Saul Menem of Argentina, Prime Ministers
Chatichai Choonhavan and Prem Tinsulanonda of Thailand, Prime Minister
Benazir Bhutto of Pakistan, President Vaclav Havel of Czech Republic, Gen.
Norman Schwarzkopf of U.S.A., President Ernesto Perez Balladares of Panama,
Prime Minister Adolfas Slezevicius of Lithuania, President Akbar Hashemi
Rafsanjani of Iran, President Askar Akayev of Kyrgyztan, President Ong Teng
Cheong of Singapore, President Frei Ruiz Tagle of Chile, President Le Duc Anh
of Vietnam, and Prime Minister Julius Chan of Papua New Guinea, see Memorandum
for Petitioner, pp. 16-19.
[37] Authored by Beth Day Romulo.
[38] See Note 9, pp.15-16; Rollo, pp. 50-51.
[39] Record of the Constitutional Commission, Vol. 3, 22 August
1986, p. 607.
[40] Id., p. 612.
[41] Id., p. 616.
[42] Id., p. 606.
[43] Nolledo, J.N., The New Constitution of the Philippines
Annotated, 1990 ed., pp.930-931.
[44] Bidders were required to have at least one of the these
qualifications to be able to participate in the bidding process; see Note 2.
[45] Memorandum of Fr. Joaquin G. Bernas, S.J., p.6.
[46] Id., pp. 3-4.
[47] See Note 8.
[48] Keynote Address at the ASEAN Regional Symposium on
Enforcement of Industrial Property Rights held 23 October 1995 at New World
Hotel, Makati City.
[49] Speech of Senior Associate Justice Teodoro R. Padilla at
the Induction of Officers and Directors of the PHILCONSA for 1996 held 16
January 1996 at the Sky-Top, Hotel Intercontinental, Makati City.
[50] Memorandum of Authorities submitted by former Chief Justice
Enrique M. Fernando, p.5.
[51] 8 March 1996 issue of Philippine Daily Inquirer, p. B13.
Source/Credit: https://casedigest.asialighttravel.com/manila-prince-hotel-vs-gsis/
Facts:
The controversy arose when respondent Government Service Insurance System (GSIS), pursuant to the privatization program of the Philippine Government, decided to sell through public bidding 30% to 51% of the issued and outstanding shares of respondent Manila Hotel Corporation (MHC). The winning bidder, or the eventual “strategic partner,” will provide management expertise or an international marketing/reservation system, and financial support to strengthen the profitability and performance of the Manila Hotel.
In a close bidding held on 18 September 1995 only two (2) bidders participated: petitioner Manila Prince Hotel Corporation, a Filipino corporation, which offered to buy 51% of the MHC or 15,300,000 shares at P41.58 per share, and Renong Berhad, a Malaysian firm, with ITT-Sheraton as its hotel operator, which bid for the same number of shares at P44.00 per share, or P2.42 more than the bid of petitioner. Prior to the declaration of Renong Berhard as the winning bidder, petitioner Manila Prince Hotel matched the bid price and sent a manager’s check as bid security, which GSIS refused to accept.
Apprehensive that GSIS has disregarded the tender of the matching bid and that the sale may be consummated with Renong Berhad, petitioner filed a petition before the Court.
Issues:
- Whether or not Sec. 10, second par., Art. XII, of the 1987 Constitution is a self-executing provision.
- Whether or not the Manila Hotel forms part of the national patrimony.
- Whether or not the submission of matching bid is premature
- Whether or not there was grave abuse of discretion on the part of the respondents in refusing the matching bid of the petitioner.
Rulings:
In the resolution of the case, the Court held that:
- It is a self-executing provision.
- Since the Constitution is the fundamental, paramount and supreme law of the nation, it is deemed written in every statute and contract. A provision which lays down a general principle, such as those found in Art. II of the 1987 Constitution, is usually not self-executing. But a provision which is complete in itself and becomes operative without the aid of supplementary or enabling legislation, or that which supplies sufficient rule by means of which the right it grants may be enjoyed or protected, is self-executing.
- A constitutional provision is self-executing if the nature and extent of the right conferred and the liability imposed are fixed by the constitution itself, so that they can be determined by an examination and construction of its terms, and there is no language indicating that the subject is referred to the legislature for action. Unless it is expressly provided that a legislative act is necessary to enforce a constitutional mandate, the presumption now is that all provisions of the constitution are self-executing. If the constitutional provisions are treated as requiring legislation instead of self-executing, the legislature would have the power to ignore and practically nullify the mandate of the fundamental law.
- 10, second par., Art. XII of the 1987 Constitution is a mandatory, positive command which is complete in itself and which needs no further guidelines or implementing laws or rules for its enforcement. From its very words the provision does not require any legislation to put it in operation. It is per se judicially enforceable. When our Constitution mandates that in the grant of rights, privileges, and concessions covering national economy and patrimony, the State shall give preference to qualified Filipinos, it means just that – qualified Filipinos shall be preferred. And when our Constitution declares that a right exists in certain specified circumstances an action may be maintained to enforce such right notwithstanding the absence of any legislation on the subject; consequently, if there is no statute especially enacted to enforce such constitutional right, such right enforces itself by its own inherent potency and puissance, and from which all legislations must take their bearings. Where there is a right there is a remedy. Ubi jus ibi remedium.
- The Court agree.
- In its plain and ordinary meaning, the term patrimony pertains to heritage. When the Constitution speaks of national patrimony, it refers not only to the natural resources of the Philippines, as the Constitution could have very well used the term natural resources, but also to the cultural heritage of the Filipinos.
- It also refers to Filipino’s intelligence in arts, sciences and letters. In the present case, Manila Hotel has become a landmark, a living testimonial of Philippine heritage. While it was restrictively an American hotel when it first opened in 1912, a concourse for the elite, it has since then become the venue of various significant events which have shaped Philippine history.
- Verily, Manila Hotel has become part of our national economy and patrimony. For sure, 51% of the equity of the MHC comes within the purview of the constitutional shelter for it comprises the majority and controlling stock, so that anyone who acquires or owns the 51% will have actual control and management of the hotel. In this instance, 51% of the MHC cannot be disassociated from the hotel and the land on which the hotel edifice stands.
- It is not premature.
- In the instant case, where a foreign firm submits the highest bid in a public bidding concerning the grant of rights, privileges and concessions covering the national economy and patrimony, thereby exceeding the bid of a Filipino, there is no question that the Filipino will have to be allowed to match the bid of the foreign entity. And if the Filipino matches the bid of a foreign firm the award should go to the Filipino. It must be so if the Court is to give life and meaning to the Filipino First Policy provision of the 1987 Constitution. For, while this may neither be expressly stated nor contemplated in the bidding rules, the constitutional fiat is omnipresent to be simply disregarded. To ignore it would be to sanction a perilous skirting of the basic law.
- The Court does not discount the apprehension that this policy may discourage foreign investors. But the Constitution and laws of the Philippines are understood to be always open to public scrutiny. These are given factors which investors must consider when venturing into business in a foreign jurisdiction. Any person therefore desiring to do business in the Philippines or with any of its agencies or instrumentalities is presumed to know his rights and obligations under the Constitution and the laws of the forum.
- There was grave abuse of discretion.
- To insist on selling the Manila Hotel to foreigners when there is a Filipino group willing to match the bid of the foreign group is to insist that government be treated as any other ordinary market player, and bound by its mistakes or gross errors of judgement, regardless of the consequences to the Filipino people. The miscomprehension of the Constitution is regrettable. Thus, the Court would rather remedy the indiscretion while there is still an opportunity to do so than let the government develop the habit of forgetting that the Constitution lays down the basic conditions and parameters for its actions.
- Since petitioner has already matched the bid price tendered by Renong Berhad pursuant to the bidding rules, respondent GSIS is left with no alternative but to award to petitioner the block of shares of MHC and to execute the necessary agreements and documents to effect the sale in accordance not only with the bidding guidelines and procedures but with the Constitution as well. The refusal of respondent GSIS to execute the corresponding documents with petitioner as provided in the bidding rules after the latter has matched the bid of the Malaysian firm clearly constitutes grave abuse of discretion.
Hence, respondents GOVERNMENT SERVICE INSURANCE SYSTEM, MANILA HOTEL CORPORATION, COMMITTEE ON PRIVATIZATION and OFFICE OF THE GOVERNMENT CORPORATE COUNSEL are directed to CEASE and DESIST from selling 51% of the shares of the Manila Hotel Corporation to RENONG BERHAD, and to ACCEPT the matching bid of petitioner MANILA PRINCE HOTEL CORPORATION to purchase the subject 51% of the shares of the Manila Hotel Corporation at P44.00 per share and thereafter to execute the necessary agreements and documents to effect the sale, to issue the necessary clearances and to do such other acts and deeds as may be necessary for the purpose.
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