ERMITA, Manila — After extensive study and deliberation, the Supreme Court has reversed its ruling involving Atty. Jun Maxell Orlina, who was earlier found guilty of violating the lawyer’s oath.

The case stemmed from allegations that accused Orlina participated in a supposedly illegal special stockholders’ meeting of Vallacar Transit Inc. (VTI) on August 19, 2019.

The complaint was filed by Roy and Emily Yanson right after the stockholders' meeting that was conducted by their brother Leo Yanson, with whom they have been at odds for control of VTI.

The Yansons alleged that Orlina participated in the stockholders’ meeting despite having the knowledge that it was being held without the required quorum to conduct business, which violated the Revised Corporation Code of the Philippines (RCC) and the by-laws of the company.

The High Tribunal pointed out that quorum is defined as the “majority in the number of shares of subscribed capital stock issued, outstanding and entitled, to vote shall be sufficient to constitute a quorum for the election of directors or for the transaction of any business of the corporation, excepting in those cases where, under the Corporation Law, a greater number is required.”

Due to this, Orlina was found administratively liable by the SC for violating the lawyer’s oath and the Code of Professional Responsibility and Accountability (CPRA) in August 2023.

However, Orlina filed a motion to reopen the case and the High Court ruled that there was no substantial evidence proving that the stockholder’s meeting was conducted without a quorum.

“If at all, the evidence on record shows that there is a difference in the number of shares claimed to be owned by[ the] complainants’ group and that claimed by Leo’s group. These issues are yet to be settled in the cases pending among them,” the SC’s resolution dated January 27, 2025 cited.

“Given such uncertainty, it cannot be concluded that Atty. Orlina engaged in unlawful, dishonest, immoral, or deceitful conduct, or any violation of the CPRA,” it added.

Accordingly, the SC pointed out that attorneys enjoy the legal presumption of innocence until the contrary is proved.
“While the Court will not hesitate to mete out disciplinary punishment on lawyers who are shown to have failed to perform their sworn duties, it will also not be reluctant in extending its protective arm when the accusations against them are not supported with substantial evidence,” the SC ruled.

“Accordingly, the Court’s assailed Resolution dated August 9, 2023 must be set aside and the Complaint against Atty. Orlina must be dismissed,” it concluded.