3 Sereno Dissenting Opinion (HLI v. PARC, 5 July 2011).docx - DISSENTING OPINION SERENO J What the majority has created by its Decision are several

3 Sereno Dissenting Opinion (HLI v. PARC, 5 July 2011).docx...

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DISSENTING OPINION SERENO, J.: What the majority has created by its Decision are several legal and operational aberrations that will only set back the long-term resolution of the agrarian conflicts involving Hacienda Luisita and create even more havoc in our legal system. Instead of definitively putting the multi-angled issues to rest, the majority has only succeeded in throwing back the agrarian problem to the farmers, the original landowners and the Department of Agrarian Reform (DAR). First, the majority Decision ruled in categorical language to (a) deny the Petition of Hacienda Luisita, Inc. (HLI), (b) affirm PARC Resolution No. 2005-32-01 dated 22 December 2005 and Resolution No. 2006-34-01 dated 03 May 2006, which revoked the approval of the HLI Stock Distribution Plan (SDP); and (c) pronounce that PARC Resolution No. 89-9-12 approving the HLI’s Stock Distribution Plan (SDP), "is nullified and voided." However, without any legal basis left to support the SDP after the pronouncement of the complete nullity of the administrative approval thereof, the majority proceeded to allow the farmworker-beneficiaries (FWBs) of Hacienda Luisita the option to choose a completely legally baseless arrangement. It is legally baseless because an SDP and its operating agreement, a Stock Distribution Option Agreement (SDOA), can only be valid with the corresponding PARC approval. There is not a single legal twig on which the order to proceed with the voting option can hang, except the will of this Court’s majority. Second, they ruled that the SDOA dated 11 May 1989 between petitioner HLI, Tarlac Development Corporation (TADECO) and the farmworker- beneficiaries (FWBs) is illegal for two violations: (a) the distribution of shares of stock based on the number of man-days worked, and (b) the prolonged thirty-year time frame for the distribution of shares; additionally, they ruled that these two arrangements have worked an injustice on the FWBs, contrary to the spirit and letter of agrarian reform. Yet, the majority will allow them to remain in such a prejudicial arrangement if they so decide. To allow the FWBs, the disadvantaged sector sought to be uplifted through agrarian reform, to remain in an illegal arrangement simply because they choose to so remain is completely contrary to the mandatory character of social justice legislation. Third, while the majority states that a stock distribution option agreement can only be valid if the majority of the shares or the control of the corporation is in the hands of the farmers, they still ruled that the doctrine of operative facts led them to unqualifiedly validate the present corporate arrangement wherein the FWBs control only 33% of the shares of petitioner
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HLI, without ordering in the dispositive portion of the Decision a condition precedent to the holding of the referendum – the restructuring of HLI whereby majority control is firmly lodged in the FWBs.
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