G.R. No. 215280 - Eizmendi, Jr. vs. Ferdez

The case involves respondent Teodorico P. Fernandez filing a Motion for Reconsideration challenging a prior Decision dated September 5, 2018.
The challenged Decision had:

Granted the petition for review on certiorari;
Reversed and set aside the Court of Appeals’ decision and resolution in CA-G.R. SP No. 134704;
Reinstated the Regional Trial Court of Pasig City’s order (January 28, 2014) in Commercial Case No. 13-202, limiting evidence on the February 23, 2013 elections.

The controversy centers on the annual membership meeting of Valle Verde Country Club, Inc. (VVCCI) held on February 23, 2013.
Key facts include:

The meeting was adjourned due to lack of quorum;
Subsequent actions by private petitioners (the alleged board directors) involved declaring a quorum based on alternative membership counts and electing themselves as the new Board of Directors (BoD).
Later, a resolution passed by VVCCI’s hold-over Board further solidified the actions of the petitioners, including the imposition of a six‐month suspension on Fernandez.

His complaint, which questioned the suspension as well as the authority of the petitioners (alleged BoD members), should not be deemed an “election contest” under the Interim Rules of Procedure for Intra-Corporate Controversies.
The unsigned (or minute) resolution from the earlier VVCCI case (Valle Verde) lacks binding precedential effect because it is merely an obiter dictum.
The 15-day reglementary period, applicable to election contests, should not bar his complaint since he was not a candidate and had not yet accrued a cause of action during that period.

The complaint necessarily involves issues on the validity of proxies, manner and validity of elections, which unequivocally qualifies it as an election contest.
Even an unsigned or minute resolution attains binding effect when it expresses clearly the legal and factual determinations relevant to the dispute.

The Court discussed the binding nature of minute resolutions, citing precedents such as Phil. Health Care Providers, Inc. v. Commissioner of Internal Revenue and Deutsche Bank AG Manila Branch v. Commissioner of Internal Revenue.
The Court emphasized that a minute resolution, though unsigned by the Chief Justice, still attains res judicata effect when involving the same subject matter and parties.
The decision applied statutory construction principles and referenced established case law on the distinction between an election contest and a mere challenge to corporate acts.

Fernandez’s complaint primarily sought the annulment of the February 23, 2013 annual membership meeting for lack of quorum rather than contesting an election per se.
The nature of the relief sought and the factual allegations pointed to an invalid meeting rather than an election contest.

The dissent maintained that the trial court erred in dismissing the complaint on the basis of a late filing under the election contest procedural rules.

Whether Fernandez’s complaint should be deemed an election contest under Section 2, Rule 6 of the Interim Rules governing intra-corporate controversies.
Whether the allegations, particularly those on the validity of the election procedures (proxies, manner of election, quorum issues), automatically subject his complaint to the strict reglementary period of fifteen (15) days.

Whether an unsigned or minute resolution (as in Valle Verde) constitutes binding precedent despite its “obiter dictum” nature.
How the stare decisis principle applies to such resolutions in limiting the presentation of evidence or claims in subsequent cases.

Whether the 15-day reglementary period applies even when the complainant was not a candidate and contends that his cause of action had not accrued during that timeframe.
Whether the maxim “what cannot be done directly cannot be done indirectly” properly extends to the rules of procedure in this context.