G.R. No. 192951 - Aldersgate College, Inc. vs. Gauuan

In March 1991, petitioners—Aldersgate College, Inc., Arsenio L. Mendoza, Ignacio A. Galindez, Wilson E. Sagadraca, and Filipinas Menzen, together with the now deceased Justino R. Vigilia, Castulo Villanueva, Samuel F. Erana, and Socorro Cabanilla—initiated a case against the respondents before the Securities and Exchange Commission (SEC).
Upon the reorganization of the SEC under Republic Act 8799, the case was transferred to the Regional Trial Court (RTC) of Nueva Vizcaya, where further proceedings ensued.

Determination of which contending trustees and officers were legally elected in accordance with the 1970 By-Laws.
Whether the withdrawals and disbursements made were in accordance with the college’s By-Laws.
The question of whether a complete, audited report and accounting of all corporate funds was rendered.
The joint and several liability of certain respondents (including Gauuan, Villaluz, Arreola, and the banks) for unapproved transactions involving corporate funds.
Issues concerning the demand for and refusal of the right of inspection of corporate documents.
The potential liability of respondents for damages.

On August 10, 2003, respondents filed a motion seeking either the dismissal of the complaint or a summary judgment dismissing the case on various grounds.
The RTC denied this motion on February 16, 2004, citing the presence of multiple disputed issues requiring evidence presentation.
Later, in February 2008, respondents-intervenors filed an Answer-in-Intervention with a Motion to Dismiss based on allegations of lack of capacity, personality, or authority for the individual petitioners to sue on behalf of Aldersgate College, Inc.
The RTC, in its February 6, 2009 Order, again refused to dismiss the case on these grounds.

In February 2010, respondents-intervenors filed another Motion to Withdraw and/or to Dismiss the case, arguing that:

The case was instituted without a required board resolution authorizing its filing.
An incumbent Board of Trustees had passed a recent resolution recommending the dismissal or withdrawal of the case.

Despite the petitioners’ opposition, the RTC granted the motion on March 30, 2010, relying on the December 14, 2009 board resolution.
The RTC’s decision was further cemented by its June 29, 2010 Order denying the petitioners’ motion for reconsideration, which eventually led to the petition for review.

Whether the RTC erred in dismissing the case based solely on a board resolution passed by the incumbent members of the Board of Trustees of petitioner Aldersgate College, Inc.

Specifically, whether such a resolution is sufficient to justify the dismissal or withdrawal of a case in an intra-corporate dispute.
Whether the dismissal was proper given the multiple contentious issues requiring evidence and adjudication.

Whether the filing and consideration of a motion to dismiss in this intra-corporate dispute adhered to the proper procedural rules, particularly in light of the applicable Interim Rules of Procedure for Intra-Corporate Controversies.

The distinction between motions to dismiss in ordinary civil actions and those in intra-corporate disputes.
The appropriateness of applying the standard dismissal grounds under Section 1, Rule 16 of the Rules of Court versus the prohibition under Section 8, Rule 1 for intra-corporate controversies.