G.R. No. 157036 - Chavez vs. Romulo

Bitmicro Networks, Inc. (BNI-US) and Bitmicro Networks International, Inc. (BNII-PH) are interrelated; BNI-US owns 100% of BNII-PH’s stocks, and BNII-PH was incorporated on August 11, 2003.
Key individuals from the Bruce Group (including Rey H. Bruce and other principals) were initially appointed as directors of BNII-PH.
A Service Agreement between BNII-PH and BNI-US governs the provision of services, payment terms, and most importantly, ownership and licensing of proprietary information and technology.
The Service Agreement contains provisions concerning:

Provision of services and compensation based on BNII-PH’s incurred costs.
Reporting obligations and examination rights of BiTMICRO regarding BNII-PH’s books.
Grant and ownership of rights, including non-transferability of proprietary technology and the assignment of future rights exclusively to BiTMICRO.

On June 10, 2013, the Board of Directors of BNI-US purportedly authorized the removal of BNII-PH’s entire board and executive officers.
Subsequent to this change in management:

On July 30, 2013, Bruce, then President of BNII-PH, issued a memorandum prohibiting employees from disclosing proprietary information, under threat of criminal prosecution and monetary damages.
On August 2, 2013, respondent Gilberto Cunanan was appointed Officer-in-Charge of BNII-PH.
On August 15, 2013, Jermyn Ong resigned from BNII-PH and commenced new employment on August 22, 2013.

A Special Shareholders’ Meeting was allegedly held on August 19, 2013, at which:

A new Board of Directors was elected, including Stephen R. Uriarte as Chairman and Zophar Sante as Director, Treasurer, and Chief Operating Officer.
BNI-US attempted to install the new management by sending Uriarte and Sante to BNII-PH’s premises, but they encountered access restrictions.

Disputes escalated following the removal of the Bruce Group from BNII-PH’s management:

Respondents (including Bruce, Cunanan, Ong, and Armadillo Professional Security Agency) were implicated in preventing the new management (the Sante Group) from fulfilling their duties.
Specific acts include blocking access to BNII-PH’s offices, IT systems, and denying employees and petitioners the right to perform their functions.

Petitioners (comprising Bitmicro Networks, Inc., Bitmicro Networks International, Inc., Zophar Sante, Erwin Salazar, and Maria Cecilia Martorillas) filed a complaint:

Grounded on tortious interference and quasi-delict, alleging that the wrongful acts of the respondents disrupted BNII-PH’s operations.
Sought injunctive relief ordering respondents to cease actions that interfered with the company’s access to its premises, IT systems, and other contractual and operational rights.

Bruce sent communications regarding a “company holiday” to prevent further losses.
Financial disputes also surfaced over unpaid balances under the Service Agreement.

The Regional Trial Court (RTC) initially denied the motions to dismiss, finding that the complaint was civil in nature under Articles 1314 and 2176 of the Civil Code.
On October 2, 2014, the RTC also denied a motion for reconsideration by respondents Ong and Cunanan.
Respondents subsequently filed petitions and motions in the Court of Appeals (CA), arguing that the dispute was intra-corporate in nature and should be resolved in a special commercial court.
On September 17, 2015, the CA annulled and set aside the RTC’s orders, dismissing the case for lack of jurisdiction, with further proceedings being directed in a commercial forum.
In a later Resolution dated April 15, 2016, the CA denied the motion for reconsideration filed by petitioners.

Whether the subject matter of the complaint constitutes an intra-corporate controversy subject to the exclusive jurisdiction of the RTC sitting as a special commercial court, or
Whether the dispute is purely a civil case based on tortious interference and quasi-delict arising from a breach of the Service Agreement.

Application of the “Relationship Test” and the “Nature of the Controversy Test”

Whether the parties involved satisfy the traditional categories for intra-corporate disputes (i.e., disputes among stockholders, corporate officers, or other recognized intra-corporate relationships).
Whether the complaint’s content, which also involves contractual breaches and injunctive relief, can be resolved without prejudging internal corporate governance issues.

Whether the claims of tortious interference and quasi-delict should be addressed in a civil forum (RTC) or be subsumed into the pending intra-corporate case in the commercial court.
Whether allowing both proceedings amounts to forum shopping or preclusion due to issues of res judicata.