G.R. No. 224834 - Dee vs. Harvest All Investment Limited

The case involves various motions for reconsideration filed by multiple parties, namely Barbara Anne C. Migallos, George E. SyCip, Erwin M. Elechicon, Alliance Select Foods International, Inc., Mary Grace T. Vera-Cruz, Antonio C. Pacis, Jonathan Y. Dee, and Raymund K.H. See.
The motions assailed the Court’s Decision dated March 15, 2017, which had affirmed earlier rulings (Decision dated February 15, 2016 and Resolution dated May 25, 2016 in CA-G.R. SP No. 142213) concerning COMM’L CASE NO. 15-234.

The movants asserted that a series of supervening events rendered the case moot and academic, pointing to:

The scheduling of the 2015 Annual Stockholders’ Meeting (ASM) as dictated by the corporation’s by-laws, which was to be held prior to the completion of the Stock Rights Offering (SRO).
The fact that the SRO, the 2015 ASM, and the 2016 ASM were conducted and concluded on specific dates (October 28, 2015; March 1, 2016; and June 28, 2016, respectively) without any injunction or restraining order.

Harvest All Investment Limited, Victory Fund Limited, Bondeast Private Limited, Albert Hong Hin Kay, and Hedy S.C. Yap Chua (collectively “Harvest All, et al.”) maintained that these completed corporate actions should not be allowed to moot the pending proceedings simply by reason of their own positive conduct.

The central preliminary issue raised before the Court was whether Harvest All, et al. paid insufficient filing fees in relation to the P1 Billion value of the SRO.
A subsidiary matter was whether any alleged insufficient payment was done in good faith and without the intent to defraud the government.
The resolution of this filing fee issue is foundational as it pertains to the proper acquisition of jurisdiction over the case in COMM’L CASE NO. 15-234.

The Court observed that the filing fee issue was a preliminary matter and did not affect the merits concerning the alleged mootness brought by the supervening events.
It was determined that disputes over whether the events made the proceedings moot should be addressed by the trial court, where factual claims and allegations can more properly be examined and verified.

The movants argued that, given the timely completion of the SRO and the ASMs, further judicial proceedings would be futile and waste judicial resources.
Conversely, Harvest All, et al. argued that their own actions in conducting the corporate meetings and the SRO precluded the movants' assertion of mootness, insisting that the issue of filing fees remained the sole subject for the Court’s direct resolution.

Did Harvest All, et al. pay insufficient filing fees, as the proper fee should have been based on the P1 Billion valuation of the Stock Rights Offering?
If the filing fees were indeed insufficient, was such payment made in good faith and without the intention to defraud the government?
Do the supervening events—the completion of the SRO and the ASMs—render COMM’L CASE NO. 15-234 moot and academic?
Should the determination of mootness and related allegations be reserved for the trial court, given that these issues pertain to factual matters requiring further examination?