G.R. No. 78490 - Wack Wack Condominium Corp. vs. Court of Appeals

Petitioner Sixto P. Crisostomo, director and legal counsel of United Doctors Medical Center, Inc. (UDMC), filed petitions for certiorari (G.R. No. 89095) and for review (G.R. No. 89555) to annul SEC en banc resolutions and subsequent orders.
Respondents included the Securities and Exchange Commission (SEC), spouses Shoji and Michiyo Yamada, and spouses Tomotada and Edita Enatsu (Japanese investors and a Filipina spouse), UDMC officers and directors.

UDMC was organized in 1968 with authorized capital of ₱1M (later ₱15M). The “Crisostomo group” held ~40% of shares; the United Medical Staff Association (UMSA) held ~60%. Crisostomos managed UDMC since inception.
In 1988, UDMC defaulted on a ₱55M loan from DBP; collateral (hospital and Crisostomo assets) faced foreclosure by the Asset Privatization Trust (APT).

To avert foreclosure, UDMC’s board, through Juanito Crisostomo and Ricardo Alfonso, solicited Japanese investors. The Yamadas and Enatsus invested ₱57M via a Stock Purchase Agreement and an Amended Memorandum of Agreement, acquiring 82.09% of UDMC shares.
Government approvals obtained from Board of Investments, Central Bank, and SEC; shares were duly issued, saving UDMC and relieving Crisostomos of loan liabilities.

On August 19, 1988, Crisostomo filed SEC Case No. 3420 seeking to enjoin UDMC meetings, disqualify Japanese investors, and annul agreements. Two weeks later, he filed Civil Case No. 88-1823 in R.T.C. Makati.
Hearing officer Esteves granted a writ of preliminary injunction (Sept. 13, 1988) and created a management committee; private respondents’ motion for reconsideration was denied (Nov. 16, 1988).
SEC en banc, on Feb. 14, 1989, granted petition for certiorari, vacated Esteves’s orders, and directed UDMC to call a special stockholders’ meeting to elect new directors and officers.
Crisostomo’s certiorari to the Court of Appeals (CA-G.R. SP No. 17435) was dismissed (June 8, 1989); SEC en banc orders of June 27 and July 21, 1989, directed implementation of the Feb. 14 resolution.
Crisostomo filed this Supreme Court petition (July 27, 1989), alleging SEC abuse of discretion and constitutional violations, while two cases remained pending in the Court of Appeals.

Did the SEC en banc exceed its jurisdiction or abuse its discretion in reversing the hearing officer’s injunction and management committee creation?
Did the Japanese group’s acquisition of 82.09% of UDMC shares violate constitutional foreign ownership limits on private lands and educational institutions (Arts. XIII §7, XIV §4[2], 1987 Constitution)?
Were the SEC’s June 27 and July 21, 1989 orders premature given the pending motion for reconsideration in the Court of Appeals?
Does Crisostomo’s simultaneous proceedings in the Supreme Court and the Court of Appeals constitute prohibited forum-shopping?