RCBC Capital Vs BDO - G.R. No. 196171. January 15, 2014

FIRST DIVISION
[G.R. No. 196171. January 15, 2014.]

RCBC CAPITAL CORPORATION, petitioner, vs. BANCO DE ORO UNIBANK, INC. (now BDO
UNIBANK, INC.), respondent.
[G.R. No. 199238. January 15, 2014.]
BANCO DE ORO UNIBANK, INC., petitioner, vs. COURT OF APPEALS and RCBC CAPITAL
CORPORATION, respondents.
[G.R. No. 200213. January 15, 2014.]
BANCO DE ORO UNIBANK, INC., petitioner, vs. RCBC CAPITAL CORPORATION and THE
ARBITRAL TRIBUNAL IN ICC ARBITRATION REF. NO. 13290/MS/JEM AND/OR RICHARD IAN
BARKER, NEIL KAPLAN AND SANTIAGO KAPUNAN, in their official capacity as Members of THE
ARBITRATION TRIBUNAL, respondents.
RESOLUTION
VILLARAMA, JR., J p:
Before the Court are: (1) the Joint Motion and Manifestation dated October 1, 2013 filed in
G.R. Nos. 196171 & 199238 by RCBC Capital Corporation ("RCBC Capital"), BDO Unibank,
Inc. ("BDO"), and George L. Go, in his personal capacity and as attorney-in-fact of the
individual stockholders as listed in the Share Purchase Agreement dated May 27, 2000
("Go/Shareholders"), thru their respective counsels; and (2) the Joint Motion and
Manifestation dated October 1, 2013 filed in G.R. No. 200213 by BDO and RCBC Capital thru
their respective counsel. ESCDHA
All three petitions emanated from arbitration proceedings commenced by RCBC Capital
pursuant to the arbitration clause under its Share Purchase Agreement (SPA) with EPCIB
involving the latter's shares in Bankard, Inc. In the course of arbitration conducted by the
Tribunal constituted and administered by the International Chamber of CommerceInternational Commercial Arbitration (ICC-ICA), EPCIB was merged with BDO which assumed
all its liabilities and obligations.
G.R. No. 196171 is a petition for review under Rule 45 seeking to reverse the Court of
Appeals (CA) Decision dated December 23, 2010 in CA-G.R. SP No. 113525 which reversed
and set aside the June 24, 2009 Order of the Regional Trial Court (RTC) of Makati City, Branch
148 in SP Proc. Case No. M-6046. The RTC confirmed the Second Partial Award issued by the
Arbitration Tribunal ordering BDO to pay RCBC Capital proportionate share in the advance
costs and dismissing BDO's counterclaims. THSaEC
G.R. No. 199238 is a petition for certiorari under Rule 65 assailing the September 13, 2011
Resolution in CA-G.R. SP No. 120888 which denied BDO's application for the issuance of a
stay order and/or temporary restraining order (TRO)/preliminary injunction against the RTC
of Makati City, Branch 148 in Sp. Proc. Case No. M-6046. Acting upon RCBC Capital's urgent
motion, the RTC issued on August 22, 2011 a writ of execution for the implementation of the
court's order confirming the Final Award rendered by the Arbitration Tribunal on June 16,
2010.
On the other hand, G.R. No. 200213, filed on February 6, 2012, is a petition for review under
Rule 45 praying for the reversal of the CA's Decision dated February 24, 2011 and Resolution
dated January 13, 2012 in CA-G.R. SP No. 113402. The CA denied BDO's petition for
certiorari and prohibition with application for issuance of a TRO and/or writ of preliminary
injunction against the RTC of Makati City, Branch 148 in Sp. Proc. Case No. M-6046. By Order
dated June 24, 2009, the RTC denied BDO's motion for access of the computerized
accounting system of Bankard, Inc. after Chairman Richard Ian Barker had denied BDO's
request that it be given access to the said source of facts or data used in preparing the
accounting summaries submitted in evidence before the Arbitration Tribunal. cDIaAS
G.R. Nos. 196171 & 199238 were consolidated and a Decision was rendered by this Court on
December 10, 2012, the dispositive portion of which states:
WHEREFORE, premises considered, the petition in G.R. No. 199238 is DENIED. The
Resolution dated September 13, 2011 of the Court of Appeals in CA-G.R. SP No. 120888 is
AFFIRMED.
The petition in G.R. No. 196171 is DENIED. The Decision dated December 23, 2010 of the
Court of Appeals in CA-G.R. SP No. 113525 is hereby AFFIRMED.
SO ORDERED. 1 TCaADS
Both RCBC Capital and BDO filed motions for partial reconsideration of the above decision.
Meanwhile, in G.R. No. 200213, RCBC Capital filed its Comment, to which a Reply was filed
by BDO. By Resolution dated July 22, 2013, both parties were directed to submit their
respective memoranda within 30 days from notice.
In their Joint Motion and Manifestation filed in G.R. Nos. 196171 & 199238, the parties
submit and pray that
5.
After negotiations, the Parties have mutually agreed that it is in their best interest
and general benefit to settle their differences with respect to their respective causes of
action, claims or counterclaims in the RCBC Capital Petition and the BDO Petition, with a
view to a renewal of their business relations.
6.
Thus, the parties have reached a complete, absolute and final settlement of their
claims, demands, counterclaims and causes of action arising, directly or indirectly, from the
facts and circumstances giving rise to, surrounding or arising from both Petitions, and have
agreed to jointly terminate and dismiss the same in accordance with their agreement.
HTCAED
7.
In view of the foregoing compromise between the Parties, BDO, RCBC Capital and
Go/Shareholders, with the assistance of their respective counsels, have decided to jointly
move for the termination and dismissal of the above-captioned cases with prejudice.
PRAYER
WHEREFORE, RCBC CAPITAL CORPORATION, BDO UNIBANK, INC. and GEORGE L. GO, IN HIS
PERSONAL CAPACITY AND AS ATTORNEY-IN-FACT OF THE INDIVIDUAL STOCKHOLDERS AS
LISTED IN THE SHARE PURCHASE AGREEMENT DATED 27 MAY 2000 respectfully pray that
this Honorable Court order the termination and dismissal of the above-captioned cases, with
prejudice.
RCBC Capital BDO and Go/Shareholders respectfully pray for such other relief as may be
deemed just or equitable under the premises. 2
BDO and RCBC Capital likewise submit and pray in their Joint Motion and Manifestation in
G.R. No. 200213 that HCTaAS
3.
After negotiations, the Parties have mutually agreed that it is in their best interest
and general benefit to settle their differences with respect to their respective causes of
action, claims or counterclaims in the above-captioned case, with a view to a renewal of
their business relations.
4.
Thus, the Parties have reached a complete, absolute and final settlement of their
claims, demands, counterclaims and causes of action arising, directly or indirectly, from the
facts and circumstances giving rise to, surrounding or arising from the present Petition, and
have agreed to jointly terminate and dismiss the present Petition in accordance with their
agreement. cDHCAE
5.
In view of the foregoing compromise between the Parties, BDO and RCBC Capital,
with the assistance of their respective counsels, have decided to jointly move for the
termination and dismissal of the above-captioned case with prejudice.
PRAYER
WHEREFORE, BDO UNIBANK, INC. and RCBC CAPITAL CORPORATION respectfully pray that
this Honorable Court order the termination and dismissal of the above-captioned case, with
prejudice.
BDO and RCBC Capital respectfully pray for such other relief as may be deemed just or
equitable under the premises. 3
Under this Court's Resolution dated November 27, 2013, G.R. No. 200213 is ordered
consolidated with G.R. Nos. 196171 & 199238. HITEaS
IN VIEW OF THE FOREGOING and as prayed for, G.R. Nos. 196171, 199238 and 200213 are
hereby ordered DISMISSED with prejudice and are deemed CLOSED and TERMINATED.
SO ORDERED. TAcCDI
Sereno, C.J., Leonardo-de Castro, Bersamin and Reyes, JJ., concur.

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FIRST DIVISION

[G.R. No. 196171. January 15, 2014.]

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