G.R. No. 201675 - Ang vs. Spouses Ang

Sunrise Marketing (Bacolod), Inc. (SMBI) is a duly registered family corporation owned by the Ang family.
Current stockholders and shareholdings were: Juanito Ang (8,750 shares), Anecita Ang (1,250), Jeannevie Ang (2,500), Roberto Ang (8,750), and Rachel Ang (3,750), totaling 25,000 shares.
Juanito and Roberto Ang are siblings; Anecita is Juanito’s wife; Jeannevie is their daughter. Roberto was SMBI President; Juanito was Vice President; Rachel and Anecita served as Corporate Secretary and Treasurer, respectively.

On 31 July 1995, Nancy Ang (Juanito’s and Roberto’s sister) and her husband Theodore extended a loan of $1,000,000 to settle obligations of SMBI and other Ang family corporations.
The check was payable to “Juanito Ang and/or Anecita Ang and/or Roberto Ang and/or Rachel Ang”; there was no written loan agreement due to family ties.
Nancy had ceased to be a stockholder of SMBI as early as 1996; Nancy and Theodore now reside in the United States.
Part of the loan proceeds was allegedly used for purchasing real properties for SMBI and for Juanito and Roberto individually.

On 22 December 2005, SMBI increased its authorized capital stock to P10,000,000, with Certificate of Increase signed by SMBI’s directors including Juanito, Anecita, Roberto, and Rachel.
Juanito claimed the capital stock increase was in violation of the Corporation Code, asserting no valid board meeting was held and that Roberto and Rachel manipulated stock shares to assume equal (50-50) control.

Payments to Nancy and Theodore ceased sometime after 2006. On 24 November 2008, Nancy and Theodore sent a demand letter for payment of principal plus accrued interest totaling $2,585,577.37.
Roberto and Rachel refused payment, claiming no personal loan was contracted with Nancy and Theodore.
On 8 January 2009, Juanito and Anecita executed a Deed of Acknowledgment and Settlement Agreement with an Extra-Judicial Real Estate Mortgage, admitting the loan and securing payment with their shares in several properties.
Kenneth C. Locsin signed on behalf of Nancy and Theodore but the Special Power of Attorney was not included in the records.

On 29 January 2009, Juanito filed a stockholder derivative suit before RTC Bacolod alleging that Roberto and Rachel maliciously refused to settle their 50% share of the obligation, affecting SMBI’s financial viability.
Juanito claimed illegal exclusion from SMBI management by Roberto and Rachel, and alleged the seizure of SMBI records by them.
Reliefs included writ of attachment and receivership of SMBI assets, enforcement of managerial rights, accounting and payment of 50% share of the loan obligation, explanation for Nancy’s removal as stockholder, restoration of management rights, and attorney’s fees.
RTC issued ex parte writ of attachment and break open order on the same day of filing.

Roberto and Rachel moved to quash the writ and set aside appointment of receiver, alleging violation of due process due to clandestine issuance of orders.
Rachel filed a verified answer denying the derivative nature of the suit, arguing it was a disguised collection suit benefiting non-stockholders (Nancy and Theodore). She claimed failure to exhaust intra-corporate remedies.
Juanito admitted no prior demand for corporate accounting or objection to capital stock increase.
Rachel filed a motion for preliminary hearing on affirmative defenses; Juanito opposed it citing Supreme Court precedents.
Additional motions and contempt proceedings ensued involving attorneys and parties, including allegations of obstruction and improper removal of records.

On 27 September 2010, RTC denied motion to dismiss and ruled the suit to be a bona fide derivative suit, citing fraudulent acts by Roberto and Rachel.
Found that exhaustion of intra-corporate remedies was unnecessary due to Roberto’s and Rachel’s control over SMBI.

The complaint was a harassment, not a legitimate derivative suit;
Juanito failed to exhaust intra-corporate remedies;
The alleged loan was a personal obligation of the Ang spouses, not SMBI’s corporate obligation;
Nonpayment did not cause damage or prejudice to SMBI.

Juanito filed this petition assailing CA’s decision, raising issues on the nature of the suit, improper consideration of evidence outside complaint, and jurisdiction of RTC as ordinary civil action.

Whether the complaint is a valid derivative suit under the law, or merely a disguised collection suit.
Whether the Court of Appeals erred in considering evidence beyond the complaint’s allegations to determine jurisdiction.
Whether the Court of Appeals erred in dismissing the suit outright, considering the RTC may still exercise jurisdiction as an ordinary civil case.