MaPel V SSS

MANILA PRINCE HOTEL, petitioner, vs.
GOVERNMENT SERVICE INSURANCE SYSTEM,

MANILA HOTEL CORPORATION, COMMITTEE ON PRIVATIZATION and OFFICE OF
THE GOVERNMENT CORPORATE COUNSEL, respondents.
EN BANC
G.R. No. 122156. February 3, 1997
BELLOSILLO, J.
Facts:
GSIS, pursuant to the privatization program of the Govt, decided to sell through a public bidding 30% to
51% of the issued and outstanding shares of respondent MHC.
In a close bidding, only two (2) bidders participated:

a. Petitioner Manila Prince Hotel Corporation, (Filipino corporation) which offered to buy 51%
equivalent to 15,300,000 shares at P41.58 per share, and;
b. Renong Berhad, (Malaysian corporation) at P44.00 per share, or P2.42 more than the bid of
petitioner.
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 matched the bid price of tendered by
Renong Berhad.
Petitioner sent a managers check for P33M as Bid Security to match the bid of the Malaysian Group
which respondent GSIS refused to accept.
In fear 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. The Court then issued a TRO enjoining respondents from
perfecting and consummating the sale to the Malaysian firm.
Petitioners arguments:
1. 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.
2. 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.
3. 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.
Respondents arguments:
1. 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.
2. 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.
3. 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.
4. 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.
5. Paragraph 5, subparagraph J.1. of the bidding rules could not yet apply; the matching bid is
premature
Supreme Court:
1. 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. 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. 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.
2. 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. 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.
3. 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
4. It is ordered that the respondents cease and desist and accept the match bid. GSIS, being a
government instrumentality, as part of the Executive Department, derives its authority from the
State and has pre-qualifies petitioners, recognizing that the bidder had significant equity
ownership, overall management and marketing proficiency.

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MANILA PRINCE HOTEL, petitioner, vs.

GOVERNMENT SERVICE INSURANCE SYSTEM,

In a close bidding, only two (2) bidders participated:

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