G.R. No. 136978 - GD Express Worldwide N.V. vs. Court of Appeals

Petitioner GD Express Worldwide N.V. is a corporation organized under Dutch law, which became involved in a joint venture originally initiated by TNT Limited in partnership with the Philippine Aerospace Development Corporation (PADC).
The joint venture agreements specified that PADC would own 80% while TNT held 20% of the newly formed domestic corporation, later registered with the SEC as Air Philippines Corporation (APC).
APC subsequently amended its articles of incorporation on 11 December 1992 to change its name to Pacific East Asia Cargo Airlines, Inc. (PEAC).
On 02 April 1993, TNT transferred its shares in PEAC to GD Express, thus reshaping the ownership structure and control of the corporation.

In 1994, following an Office of the President directive, the Committee on Privatization mandated that the Asset Privatization Trust (APT) dispose of PADC’s 80% share in PEAC.
Petitioner GD Express and PADC executed Terms of Reference to guide the sale of the 12,800 shares owned by PADC.
In March 1996, the APT issued the Asset Specific Bidding Rules (ASBR) incorporating these terms, requiring prospective bidders to comply with stipulated obligations and warranties.
At a bidding session on 19 March 1996, respondent Filchart Airways, Inc., a domestic corporation, emerged as the highest bidder for the PADC shares in PEAC.

On 14 October 1996, amidst concerns that respondent Filchart might renege on its contractual obligations under the joint venture agreements, ASBR, and Terms of Reference, petitioner GD Express instituted Civil Case No. 96-1675 for specific performance before the RTC of Makati, seeking preservation of the status quo.
During the pendency of this civil case, PADC and Filchart executed a deed of absolute sale on 04 March 1997, transferring the shares to Filchart—a transfer later recorded in PEAC’s stock and transfer book.
In response, petitioner GD Express filed an amended complaint to nullify the stock transfer and to widen the dispute by impleading additional parties, including the Committee on Privatization.
Concurrently, respondent Filchart filed SEC Case No. 08-97-5746 before the SEC on 12 August 1997, seeking the appointment of a management committee to oversee PEAC’s operations pending litigation and asking for the nullification of certain provisions in the joint venture and corporate documents.

The RTC granted a temporary restraining order (TRO) in Civil Case No. 96-1675 on 22 August 1997 to enjoin respondent Filchart, while Filchart’s petition before the SEC progressed under its own set of rules and procedures.
Petitioner GD Express moved to dismiss Filchart’s SEC petition on grounds of alleged forum shopping and lack of standing, arguing that the dispute was intra-corporate in nature and already pending in the RTC.
The SEC Hearing Officer denied the motion to dismiss on 21 November 1997, maintaining that SEC Case No. 08-97-5746 involved different causes of action that fell within the SEC’s exclusive jurisdiction.
After subsequent motions for reconsideration and an appeal to the SEC en banc (which eventually dismissed the petition and affirmed the earlier orders), petitioners advanced their arguments on appeal.

With the enactment of Republic Act No. 8799, Section 5.2, jurisdiction over intra-corporate controversies was transferred from the SEC to the Regional Trial Courts or Special Commercial Courts (SCC), affecting both Civil Case No. 96-1675 and SEC Case No. 08-97-5746.
Despite this transfer, the question remained whether both cases should proceed concurrently, be consolidated, or whether one should be suspended pending the outcome of the other.
The splitting of jurisdiction raised concerns about duplicative litigation and the potential for conflicting rulings between the RTC and the SCC.

Petitioner GD Express alleged that respondent Filchart’s filing of SEC Case No. 08-97-5746 constituted forum shopping, designed to circumvent issues already pending in the RTC related to the validity of the stock transfer and compliance with joint venture agreements.
The petitioners contended that all disputes concerning the transfer of PEAC shares, the obligations under the joint venture, and the validity of corporate documents should be resolved in Civil Case No. 96-1675.
Respondent Filchart, however, maintained that its petition before the SEC involved distinct reliefs and issues, particularly centered on corporate governance, including the appointment of a management committee and the nullification of allegedly restrictive contractual provisions.

Petitioner GD Express sought, inter alia, enforcement of the joint venture agreements, specific performance of contractual obligations, nullification of the transfer of shares to Filchart, and injunctive relief to prevent further breaches.
Respondent Filchart requested:

The appointment of a Management Committee to take over PEAC’s business operations.
Judicial declarations voiding certain provisions of the joint venture and corporate documents.
Nullification of the management agreement between PEAC and Amihan.
An array of damages (nominal, temperate, exemplary) along with attorney’s fees, costs, and additional equitable relief.

Whether the SEC properly assumed jurisdiction over SEC Case No. 08-97-5746 during the pendency of Civil Case No. 96-1675, given the transfer of intra-corporate dispute jurisdiction to the RTC/SCC under R.A. No. 8799.
Whether the SEC case, now referred to the SCC, should proceed concurrently with or be consolidated into Civil Case No. 96-1675.

Whether respondent Filchart’s claim to be a bona fide stockholder in PEAC—despite allegations of incomplete subscription payment—affects its capacity to avail itself of intra-corporate relief.
Whether the transfer of shares from PADC to Filchart was valid and enforceable in light of the joint venture agreements, ASBR, and Terms of Reference.

Whether respondent Filchart’s filing of SEC Case No. 08-97-5746 during the pendency of the RTC case constitutes a willful act of forum shopping.
Whether the distinct causes of action in each case preclude the application of res judicata.

Whether the SCC has sufficient discretion to suspend or consolidate SEC Case No. 08-97-5746 pending the resolution of Civil Case No. 96-1675.
How the potential outcome of the RTC proceeding might impact or determine the issues raised in the SEC case.