Case Digest (G.R. No. 33023)
Facts:
In G.R. No. 200620, decided on March 18, 2015 under the 1987 Constitution, petitioners Roberto L. Abad, Manuel D. Andal, Benito V. Araneta, Philip G. Brodett, Enrique L. Locsin and Roberto V. San Jose (all directors and officers aligned with the Nieto-PCGG faction) challenged the jurisdiction of the Regional Trial Court (RTC) of Makati City, Branch 149, which in its Order of June 21, 2007 dismissed the complaint of respondent Philippine Communications Satellite Corporation (PHILCOMSAT) for lack of jurisdiction. PHILCOMSAT, sequestered by the PCGG after the 1986 Revolution, holds 81% of the shares in Philcomsat Holdings Corporation (PHC). Two rival groups—Africa-Bildner (led by Victor Africa) and Nieto-PCGG (led by Manuel D. Andal and Enrique L. Locsin)—have battled since 2004 for control of POTC, PHILCOMSAT and PHC. On November 17, 2005, as PHILCOMSAT President, Africa demanded inspection of PHC’s 2005 third-quarter financial records under Sections 74 and 75 of the Corporation CCase Digest (G.R. No. 33023)
Facts:
- Sequestration and Corporate Structure
- Philippine Communications Satellite Corporation (PHILCOMSAT) and Philippine Overseas Telecommunications Corporation (POTC) were sequestered by the PCGG after EDSA Revolution; PHILCOMSAT holds 81% of Philcomsat Holdings Corporation (PHC).
- The seven founding families (Ilusorio, Nieto, Poblador, Africa, Benedicto, Ponce Enrile, Elizalde) comprised the majority; PCGG nominees were appointed to the boards of POTC and PHILCOMSAT.
- Emergence of Factions
- Nieto-PCGG Group: Nominees Enrique L. Locsin, Manuel D. Andal, Julio Jalandoni (POTC and PHILCOMSAT boards) aligned with the Nieto family.
- Africa-Bildner Group: Led by Victor Africa and supported by Ilusorio faction, contested control of the same boards.
- Parallel Elections and Proxies
- July 28, 2004: Competitive stockholders’ meetings in POTC and PHILCOMSAT; Africa was elected director and proxy for PHILCOMSAT by Africa-Bildner group, while Nieto-PCGG directors refused acceptance.
- August 9, 2004: Nieto-PCGG Group held a PHILCOMSAT meeting at Manila Golf Club, elected Nieto Jr. as Chairman and Locsin as President, and issued proxies to vote PHILCOMSAT shares in PHC meeting.
- August 31, 2004: PHC annual meeting conducted by Nieto-PCGG Group elected its slate of directors and officers.
- Precedent Compromise Agreement
- June 28, 1996: PCGG concluded compromise agreement with Atty. Potenciano Ilusorio regarding POTC shares, later affirmed by Supreme Court (G.R. Nos. 141796 & 141804, June 15, 2005), recognizing Ilusorio group’s majority control (51.37%).
- As a result, Africa-Bildner faction held majority in POTC and consequentially in PHILCOMSAT.
- Inspection Demand and Suit for Inspection
- November 17, 2005: Africa, as PHILCOMSAT President & stockholder, requested inspection of PHC books for 3rd quarter 2005; PHC officers (Brodett et al.) deferred and demanded written purpose.
- February 2, 2006: PHILCOMSAT filed Complaint for Inspection under Sections 74–75, Corp. Code, against PHC officers in RTC Makati (Civil Case No. 06-095).
- June 21, 2007: RTC (Branch 149) dismissed for lack of jurisdiction, holding Sandiganbayan had exclusive original jurisdiction over PCGG-sequestered corporation matters.
- CA-G.R. SP No. 99789: Court of Appeals reversed RTC dismissal (Oct. 21, 2011), remanded for trial; denial of reconsideration gave rise to present petition for review.
Issues:
- Jurisdiction
- Whether the RTC or the Sandiganbayan has original and exclusive jurisdiction over a stockholder’s suit to enforce inspection rights under Section 74 of the Corporation Code involving a sequestered corporation.
- Cause of Action
- Whether the Complaint should be dismissed for failure to state a cause of action on the ground that PHILCOMSAT never authorized Victor Africa or any person to file the suit.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)