Case Digest (G.R. No. L-20895)
Facts:
In Belo Medical Group, Inc. v. Jose L. Santos and Victoria G. Belo (G.R. No. 185894, August 30, 2017), petitioner Belo Medical Group, Inc. (“Belo Medical Group”) asked its registered shareholder, respondent Jose L. Santos, for clarification when he sought to inspect its corporate records on May 5, 2008. Santos claimed co-ownership of 25 shares registered under his name, allegedly acquired during his cohabitation with respondent Victoria G. Belo, and insisted on reviewing minutes of director and stockholders’ meetings. Belo, through corporate secretary Alfredo Henares, refused inspection on grounds that Santos held the shares only in trust, that he might obtain competitor information, and that he was not a bona fide stockholder. Facing Santos’ repeated written demands, Belo Medical Group filed a Complaint for Interpleader on May 21, 2008 and a Supplemental Complaint for Declaratory Relief on May 29, 2008 to bar Santos’ inspection under Sections 74 and 75 of the Corporation Code.Case Digest (G.R. No. L-20895)
Facts:
- Parties and Nature of the Dispute
- Belo Medical Group, Inc. (petitioner) is a corporation operating skin‐care clinics.
- Respondent Jose L. Santos claimed he was a registered shareholder of 25 Belo Medical Group shares, allegedly acquired during cohabitation with respondent Victoria G. Belo, and sought to inspect corporate records.
- Respondent Belo repudiated Santos’s co‐ownership, asserted she alone paid for the shares, and alleged Santos was a competitor acting in bad faith.
- Chronology and Procedural History
- May 5–28, 2008: Santos made three written demands to inspect books; each was denied or deferred by Belo Medical Group and Belo.
- May 21, 2008: Belo Medical Group filed a Complaint for Interpleader (Rule 62) to resolve conflicting ownership and inspection rights, praying among others for attorney’s fees.
- May 29, 2008: Filed Supplemental Complaint for Declaratory Relief (Rule 63), seeking declaration under Corp. Code §§ 74–75 to bar Santos’s inspection for alleged bad faith.
- Branch 149, RTC Makati (a special commercial court) classified the matters as intra-corporate controversies under A.M. No. 01-2-04-SC.
- Santos filed a Motion to Dismiss arguing lack of cause of action, absence of conflict over ownership, corporate‐veil piercing, and prior criminal liability; Belo Medical Group opposed.
- December 8, 2008: RTC issued a Joint Resolution declaring the dispute intra-corporate, struck the interpleader complaint for failure to allege conflicting claims, and dismissed the declaratory relief as improperly seeking issue determination.
- Belo Medical Group filed a Rule 45 Petition for Review on Certiorari before the Supreme Court; Belo separately filed a Rule 43 appeal in the Court of Appeals. The CA dismissed Belo’s petition on litis pendentia; the SC took up Belo Medical Group’s Rule 45 petition.
Issues:
- Did Belo Medical Group commit forum shopping?
- Is the controversy properly classified as an intra-corporate dispute?
- Did Belo Medical Group use the correct mode of appeal?
- Was the RTC justified in dismissing the Complaint for Declaratory Relief?
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)