G.R. No. 181455-56 - Cua, Jr. vs. Tan

PRCI is a publicly listed corporation under Republic Act Nos. 6632 and 7953, authorized to operate one racetrack; owns Sta. Ana racetrack (Makati) and Cavite property. In 1999, its articles were amended for real‐estate development. Its paid‐up capital is ₱569,857,749.
To develop Makati property, the PRCI board (including petitioners Santiago Sr., Santiago Jr., Solomon, Robles; dissent by Dulay) on 26 September 2006:

Approved acquiring up to 100% of JTH Davies Holdings, Inc. (JTH) shares;
Authorized management to make a tender offer and to convene a special stockholders’ meeting.

On 27 September 2006, PRCI entered a Sale and Purchase Agreement to buy 95.55% of JTH at ₱10.71/share, and later tender‐offered for the remaining shares.
On 7 November 2006, a special stockholders’ meeting (84.42% attendance) ratified the JTH acquisition. PRCI acquired 98.19% of JTH by 22 November 2006.
On 11 May 2007, the board (Dulay dissenting) approved exchanging PRCI’s Makati property (zonal value ₱3.8 billion) for unissued JTH shares (par value ₱397.9 million), subject to stockholder approval at the 17 July 2007 annual meeting.

Minority stockholders Miguel O. Tan, Jemie U. Tan, and Dulay (5.67% PRCI shares) filed Civil Case No. 07-610 (10 July 2007) in RTC Makati (Branch 149) as a derivative suit, alleging board fraud, breach of fiduciary duty, denial of records, and illegal interlocking directorships; prayed for TRO, receiver, document disclosure, nullification of board resolutions.
RTC Judge Untalan granted a 20-day TRO (16 July 2007) enjoining three agenda items at the 17 July 2007 annual meeting; meeting failed for lack of quorum.
PRCI directors (Santiago Jr., Solomon, Robles) filed CA-G.R. SP No. 99769 (20 July 2007) and Santiago Sr. filed CA-G.R. SP No. 99780 (20 July 2007) to annul the TRO; CA, on 6 September 2007, dismissed for lack of merit, mootness, and prematurity; denied reconsideration and supplemental petitions on 22 January 2008.
RTC issued a permanent injunction (8 October 2007) against taking up the same three agenda items at any stockholders’ meeting; PRCI again scheduled annual meeting (10 October 2007), but did not present those items.
PRCI’s 2008 annual stockholders’ meeting was set for 18 June 2008. The Supreme Court (9 April 2008) issued a TRO in G.R. No. 182008, enjoining enforcement of the RTC permanent injunction; PRCI held the meeting on 18 June 2008, presented and obtained majority ratification of:

Minutes of past meetings (including special meeting of 7 November 2006);
Acts of the board and management for 2006–2007 (JTH acquisition and planned exchange);
Planned Makati‐for‐JTH property‐shares exchange (75.23% vote).

Deed of Transfer with Subscription Agreement executed on 7 July 2008 to effect the exchange under BIR ruling of tax‐free status; BIR revoked on 15 July 2008 and imposed VAT; PRCI and JTH executed a Disengagement Agreement on 22 August 2008 rescinding the transfer.
Another minority group (Jalane Christie U. Tan, et al.) filed Civil Case No. 08-458 (5 June 2008) in the same RTC, seeking similar reliefs; RTC issued a 72-hour TRO on 17 June 2008, but meeting on 18 June 2008 proceeded under advice that Supreme Court TRO prevailed. Motions to inhibit Judge Untalan remain pending.

Does hiring an attorney-in-fact who failed to disclose a related pending Rule 45 Petition constitute forum-shopping warranting dismissal?
Is certiorari under Rule 65 the proper remedy to review a CA decision?

Do respondents allege a valid derivative or independent cause of action?
Have they exhausted intracorporate remedies, alleged unavailability of appraisal rights, and impleaded indispensable parties?
Are their claims moot or academic following stockholders’ ratification and subsequent events?

Validity of Civil Case No. 08-458 (duplicative minority suit by Jalane, et al.):

Is APRI’s motion to intervene as co-respondent in the Supreme Court petitions timely and necessary?
Does APRI’s interest add anything not already represented by the parties?