Manila Prince Hotel v. GSIS (1997)

Manila Prince Hotel v. GSIS

G.R. No. 122156

Feb. 3, 1997

Ponente: Justice Bellosillo

Topic: Constitutional Supremacy

PARTIES:

·       Petitioner: Manila Prince Hotel

·       Respondent: GSIS, Manila Hotel Corporation, Committee on Privatization and Office of the Gov’t Corporate Counsel

FACTS:

·       Pursuant to the privatization program of the government under PD No. 50 (1986), GSIS decided to sell through public bidding 30-50% of the issued and outstanding shares of respondent Manila Hotel Corporation (MHC).

·       In the public bidding, only 2 participated: Manila Prince Hotel Corporation (Filipino) which offered to buy 51% of the MHC at P41.58 per share, and Renong Berhad (Malaysian), which bid for the same number of shares at P44.00 (more than the bid of the petitioner.

·       Pending declaration of Renong Berhand as the winning bidder, the petitioner matched the bid price of P44.0 per share tendered by Renong Berhad.

·       On 1995, perhaps apprehensive that GSIS has disregarded the tender of the matching bid, filed a petition on prohibition and mandamus to the SC. The SC issued a TRO enjoining GSIS from perfecting the sale to Renong.

·       Petitioners invoke Sec. 10 Par. 2 Art. XII of the Constitution.

RELEVANT PROVISION

·       Sec. 10, Part. 2, Art. XII of the 1987 Constitution, “Filipino First Policy” – “in the grant of rights, privileges and concessions covering the national economy and patrimony, the State shall give preference to qualified Filipinos.”

ISSUE/S:

·       W/N Sec. 10 Par. 2 of Art. XII is self-executing provision or merely a statement of principle and policy.

RULING

·       Respondents are directed to cease and desist from selling 51% of the shares of the MHC to Renong Berhad and to accept the matching bid of the petitioner.

RATIONALE

·       Sec. 10 Par. 2, Art. XII is a mandatory, positive command which is complete in itself and which needs no further guidelines or implementing laws or rules for its enforcement.  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 that qualified Filipinos shall be preferred.

·       National Patrimony – 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 PH but also the cultural heritage of the Filipinos.

o   Manila Hotel has become a landmark, a living testimonial of PH Heritage. It was called Cultural Center of the 1930’s. For more than 8 decades, it has been a witness to the triumphs and failures, loves and frustrations of the Filipinos, thus becoming part of our national patrimony and economy.

·       Anyone who acquires/owns the 51% will have actual control and management of the hotel.

·       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.

DOCTRINE:

·       Definition of a constitution – “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.

·       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.

o   “In case of doubt, the Constitution should be considered self-executing rather than non-self-executing unless the contrary is clearly intended.