Title
Ang vs. Spouses Ang
Case
G.R. No. 201675
Decision Date
Jun 19, 2013
A family-owned corporation's internal dispute over a personal loan, mismanagement claims, and an invalid mortgage led to a dismissed derivative suit.
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Case Digest (G.R. No. 201675)

Facts:

Corporate Background:

  • Sunrise Marketing (Bacolod), Inc. (SMBI) is a corporation owned by the Ang family. The stockholders and their respective shares are as follows:
    • Juanito Ang: 8,750 shares
    • Anecita Ang: 1,250 shares
    • Jeannevie Ang: 2,500 shares
    • Roberto Ang: 8,750 shares
    • Rachel Ang: 3,750 shares
    • Total: 25,000 shares

Management Roles:

  • Roberto Ang was elected President, while Juanito Ang was elected Vice President. Rachel Ang served as Corporate Secretary, and Anecita Ang as Treasurer.

Loan from Nancy and Theodore Ang:

  • On 31 July 1995, Nancy Ang (sister of Juanito and Roberto) and her husband Theodore extended a $1,000,000 loan to settle SMBI's obligations and those of other Ang family-owned corporations. The loan was secured by a check payable to Juanito, Anecita, Roberto, and Rachel Ang. No written loan agreement was executed due to the close family relationship.

Capital Stock Increase:

  • On 22 December 2005, SMBI increased its authorized capital stock to P10,000,000. The increase was signed by Juanito, Anecita, Roberto, and Rachel as directors. Juanito later claimed that the increase was done without a valid board meeting and was manipulated by Roberto and Rachel.

Demand for Payment:

  • On 24 November 2008, Nancy and Theodore demanded payment of the $1,000,000 loan plus interest. Roberto and Rachel refused, stating they did not personally contract the loan.

Settlement Agreement and Mortgage:

  • On 8 January 2009, Juanito and Anecita executed a Deed of Acknowledgment and Settlement Agreement, admitting the loan and securing it with various properties, including SMBI's assets. However, the mortgage was signed in their personal capacity, not on behalf of SMBI.

Derivative Suit Filed:

  • On 29 January 2009, Juanito filed a derivative suit against Roberto and Rachel, alleging mismanagement, exclusion from corporate affairs, and refusal to settle the loan. He sought various reliefs, including receivership, accounting, and payment of the loan.

Issue:

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Ruling:

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Ratio:

  1. Derivative Suit Requirements:

    • A derivative suit must be filed by a stockholder on behalf of the corporation to enforce corporate rights against directors or officers.
    • The stockholder must exhaust all intra-corporate remedies before filing the suit.
    • The suit must not be a nuisance or harassment suit.
  2. Failure to Exhaust Remedies:

    • Juanito did not make any prior demand for accounting or attempt to resolve the issue within the corporation before filing the suit.
    • The loan was not a corporate obligation, and SMBI was not a party to the Settlement Agreement or Mortgage.
  3. Invalid Mortgage:

    • Corporate assets cannot be mortgaged by stockholders in their personal capacity. Only authorized directors or officers can mortgage corporate assets on behalf of the corporation.
  4. Harassment Suit:

    • The complaint was primarily aimed at collecting a debt owed to Nancy and Theodore, not protecting SMBI's interests.
    • Juanito, as a major stockholder and officer, failed to show how the alleged mismanagement harmed SMBI.

The Supreme Court denied the petition and affirmed the dismissal of the complaint.


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