Title
Aguirre II vs. FQB+7, Inc.
Case
G.R. No. 170770
Decision Date
Jan 9, 2013
Vitaliano Aguirre II contested FQB+7, Inc.'s corporate records and filed an intra-corporate dispute after its dissolution. The Supreme Court upheld RTC jurisdiction, ruling the case involved winding up, not business continuation, and denied the injunction due to lack of existing rights.
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Case Digest (G.R. No. 170770)

Facts:

Corporate Background and Dispute Onset
FQB+7, Inc. (FQB+7) was established in 1985, with its directors and subscribers listed in its Articles of Incorporation. In April 2004, petitioner Vitaliano N. Aguirre II discovered discrepancies in the General Information Sheet (GIS) filed with the Securities and Exchange Commission (SEC) by Nathaniel D. Bocobo and Priscila Bocobo, heirs of Francisco Q. Bocobo, a deceased director. The GIS listed Nathaniel and Priscila as president and secretary/treasurer, respectively, and altered the composition of directors and subscribers.

Legal Actions by Vitaliano Aguirre II
Vitaliano questioned the validity of the GIS and demanded inspection of corporate books and records, but his requests were ignored. On September 27, 2004, Nathaniel appointed Antonio De Villa as attorney-in-fact to manage the corporation’s farm, leading to a conflict when Antonio attempted to take over the farm. Vitaliano filed a complaint for intra-corporate dispute, injunction, inspection of corporate books, and damages against Nathaniel, Priscila, and Antonio. The case was assigned to the Regional Trial Court (RTC) of Manila, Branch 24, a designated special commercial court.

RTC Proceedings and Writ of Preliminary Injunction
The RTC granted Vitaliano’s application for a writ of preliminary injunction based on his testimonial and documentary evidence. Respondents filed a petition for certiorari before the Court of Appeals (CA), challenging the RTC’s jurisdiction and alleging the case was an agrarian dispute under the Department of Agrarian Reform (DAR)’s jurisdiction. They also noted that FQB+7’s Certificate of Registration had been revoked on September 29, 2003, for non-compliance with SEC reportorial requirements.

Issue:

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Ruling:

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Ratio:

  1. Injunction Requires Existing Right
    An injunction cannot be granted to protect future, contingent, or abstract rights. Vitaliano failed to demonstrate an existing right that necessitated the issuance of a preliminary injunction.

  2. Dissolution and Winding Up
    A dissolved corporation retains its juridical personality for a limited purpose, including winding up its affairs, but cannot continue its business. The complaint seeks to resolve issues related to corporate winding up, not business continuation.

  3. Jurisdiction Over Intra-Corporate Disputes
    Jurisdiction over intra-corporate disputes is determined by the nature of the controversy and the relationship of the parties. The dissolution of the corporation does not alter the intra-corporate nature of the dispute, and the RTC retains jurisdiction to resolve such issues under Section 145 of the Corporation Code.


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