Facts:

The case involves Bangko Sentral ng Pilipinas (BSP) as the petitioner and Vicente Jose Campa, Jr., Miriam M. Campa, Maria Antonia C. Ortigas, Maria Teresa C. Arevalo, Maria Nieves C. Alvarez, Marian M. Campa, and Balbino Jose Campa as the respondents. The events leading to the case unfolded in various locations, specifically in Manila and involved third-party mortgaged properties connected with Bankwise, which sought a Special Liquidity Facility (SLF) loan from BSP in the year 2000. In compliance with BSP's requirement, Bankwise submitted mortgages from third-party mortgagors. However, when Bankwise defaulted on its obligations, BSP proceeded with an extra-judicial foreclosure on the mortgaged properties, including those owned by the respondents. Eduardo AliAo, one of the concerned mortgagors, initiated Commercial Case No. 06-114866 against BSP and Bankwise, asserting that the foreclosure was executed despite prior assurances from both BSP and Bankwise regarding a "daci

...

Facts:

Background of the Case

• Bankwise applied for a Special Liquidity Facility (SLF) loan from the Bangko Sentral ng Pilipinas (BSP) around 2000.
• BSP required Bankwise to submit mortgages of third-party properties as collateral for its outstanding obligations.
• Bankwise executed third-party real estate mortgages from various property owners, including details such as:
• Eduardo AliAo and co-owners – TCT Nos. T-4685 and T-4686, Barrio Masiga, Gasan, Marinduque.
• Haru Gen Beach Resort and Hotel Corporation – TCT Nos. 11849 and 11850, Barrio Igang, Virac, Catanduanes.
• Vicente Jose Campa, Jr., Miriam Campa, Maria Antonia Ortigas, Maria Teresa Arevalo, Maria Nieves Alvarez, Marian Campa, and Balbino Jose Campa – TCT Nos. 25849, 25850, 25851 and 9087, Mandaluyong City.
• Bankwise’s failure to pay its obligations eventually led BSP to initiate extra-judicial foreclosure of these third-party mortgages.
• BSP was the highest bidder at the public auction and acquired the foreclosed properties, with certificates of sale subsequently registered.

The Filing of the Complaint by AliAo

• On 18 April 2006, Eduardo AliAo filed a Complaint for specific performance, novation of contracts, and damages, seeking a Temporary Restraining Order (TRO) or a writ of preliminary injunction.
• AliAo claimed:
• He, as a 10% stockholder of VR Holdings, was induced to allow his properties to be used as collateral by Bankwise under the assurance that the properties would be returned, thus nullifying the risk of foreclosure.
• BSP had assured him a dacion en pago arrangement to settle Bankwise’s obligations, details of which included:
• Acceptance of properties offered by the former owners of Bankwise (valued roughly in the vicinity of PHP 2 Billion) in settlement of an outstanding obligation.
• Multiple assurances and communications from BSP (letters dated 13 October 2004 and 05 November 2004) confirming the dacion en pago settlement.
• BSP’s conduct in foreclosing his properties (and others) disregarded the assurance and the existence of sufficient property titles offered for dacion.
• AliAo also sought the return of his foreclosed title(s), compensation for moral damages, attorney’s fees, exemplary damages, and other reliefs.

Subsequent Motions and Interventions

• Haru Gen Beach Resort, a third-party mortgagor, filed a Motion for Leave of Court to Admit Complaint in Intervention.
• Haru Gen alleged lack of consideration and improper authorization in the mortgage execution.
• The Regional Trial Court (RTC) denied the motion on the ground that the cause of action was proper for a separate proceeding.
• On 3 January 2007, respondents (the Campa family and related parties) filed a Motion for Leave to Intervene and Admit their Complaint-in-Intervention.
• They asserted a legal interest in the matter, claiming that their properties had been used as collateral based on assurances that they would not face foreclosure.
• The RTC, through Judge Emma S. Young, granted this motion on 24 April 2007.
• BSP appealed the RTC’s decision:
• BSP contended that the respondents lacked the requisite legal interest and did not meet the requirements for intervention.
• BSP reiterated that the suit was derivative in nature, being initiated by AliAo—a stockholder of VR Holdings—and that non-stockholders (the respondents) should not be allowed to intervene.
• The Court of Appeals affirmed the RTC’s order on 15 July 2008 after finding no grave abuse of discretion.
• BSP’s subsequent motion for reconsideration was denied on 9 January 2009.

Procedural and Jurisdictional Issues

• The controversy involved questions on whether the suit is derivative in nature.
• Derivative suits require that the plaintiff be a shareholder who has exhausted intra-corporate remedies and that the injury is to the corporation, not merely to individual stockholders or third-party mortgagors.
• AliAo’s complaint, however, primarily sought recovery of his personal property, indicating a non-derivative action.
• An issue arose regarding the proper venue and jurisdiction:
• The RTC’s jurisdiction was questioned due to the nature of the suit involving a derivative action, appraisal rights, and an alleged harassment suit.
• Recent jurisprudence (e.g., Gonzales v. GJH Land) influenced the Court’s view on the appropriate handling of such cases.
• The principal issue centered on the propriety of allowing the intervention by the respondents in a derivative suit where they were non-stockholders, and whether such intervention was a mere scheme to delay the consolidation of title by BSP.

Issue:

Intervention and Standing

• Whether the respondents, as third-party mortgagors but non-stockholders of VR Holdings, have a sufficient legal interest to intervene in the derivative suit initiated by AliAo.
• Whether granting intervention to non-stockholders in a derivative suit dilutes the distinction between personal interest and corporate injury.

Nature of the Suit

• Whether AliAo’s complaint qualifies as a derivative suit or a suit for relief as an individual third-party mortgagor.
• The implications of characterizing the suit as derivative regarding the requirements for exhaustion of intra-corporate remedies and appraisal rights.

Jurisdiction and Procedural Requirements

• Whether the RTC properly exercised jurisdiction given that the underlying action is not a pure intra-corporate controversy.
• Whether the re-raffling of the case among all branches of the RTC is appropriate, considering the principles of jurisdiction over ordinary civil cases versus special commercial cases.

Effect of Intervention on the Main Action

• Whether the intervention by respondents is ancillary and therefore dependent on the pendency of the main suit.
• Whether the granting of intervention by the RTC was a tactical delay intended to obstruct BSP’s consolidation of title in its name.

Ruling:

• (Subscriber-Only)

Ratio:

• (Subscriber-Only)

Doctrine:

• (Subscriber-Only)