Case Digest (G.R. No. 150746)
Facts:
Simeon Nicolas Chan, Leroy Chan, Melanie Mae C. Torres v. Yolanda Chan, Rosalina Rivera, Kathleen Rivera, Alvin Rivera, G.R. No. 150746, October 15, 2008, the Supreme Court Third Division, Nachura, J., writing for the Court.The parties were stockholders and directors of Ambassador Hotel, Inc. Petitioners (Simeon, Leroy and Melanie) alleged mismanagement by petitioners and respondents; respondents Yolanda, Rosalina, Alvin and Kathleen sought relief through corporate action. On March 2, 1998, Yolanda and Rosalina requested the Hotel’s president and general manager, Simeon Chan, to call a special board meeting; Simeon refused. Respondents convened a special board meeting on March 14, 1998 that approved resolutions to address alleged mismanagement; another meeting on April 25, 1998 elected new officers (Yolanda as President; Rosalina as Chairman; Alvin as Treasurer) and changed bank signatories. Simeon refused to recognize the results.
Petitioners filed before the Securities and Exchange Commission (SEC) a Petition for Declaration of Nullity of Special Meetings and sought preliminary injunctive relief; the SEC issued a 72-hour TRO but denied preliminary injunction. Petitioners later filed a supplemental petition seeking, among other things, declaration that certain respondents’ shares were invalid; the SEC admitted the supplemental petition and, by omnibus order dated March 20, 2000, denied preliminary injunction and creation of a management committee but directed a stockholders’ meeting and ordered that disputed shares not be allowed to vote pending final resolution. Yolanda appealed to the SEC en banc but her appeal was dismissed for non-payment of appeal fee; on petition the Court of Appeals (CA) directed the SEC en banc to take cognizance.
By virtue of jurisdictional transfer of intra-corporate disputes to regular courts, the case was docketed in the Regional Trial Court (RTC) of Manila, Branch 46, as Civil Case No. 01-99677. On April 2, 2001, the RTC denied petitioners’ motions including (a) a motion to deem conclusive the basis of shares entitled to vote; (b) motions to declare respondents in default; and (c) a motion to cite respondents’ counsel in contempt — the RTC explaining the supplemental petition had been admitted and issues required full trial, and noting that the answer to the original pleading serves as answer to an admitted supplemental pleading. Petitioners filed a special civil action for certiorari under Rule 65 with the CA challenging the RTC order; in a Decision...(Pro-only)
Issues:
- Was petitioners’ direct resort to the Court of Appeals proper without first filing a motion for reconsideration before the RTC?
- Did the Court of Appeals err in affirming the RTC’s findings of fact?
- Did the Court of Appeals commit grave abuse of discretion in affirming the RTC’s denial of petitioners’ motions to deem conclusive the basis of shares entitled to vote, to declare respondents in default, and to ci...(Pro-only)
Ruling:
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Ratio:
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Doctrine:
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