Case Digest (G.R. No. 131889)
Facts:
In G.R. No. 131889, Virginia O. Gochan et al. v. Richard G. Young et al., petitioners are the Gochan family stockholders and two realty corporations, while respondents are the heirs of Alice Gochan and John D. Young Sr., joined by spouses Cecilia Gochan-Uy and Miguel C. Uy. In June 1951, Felix Gochan & Sons Realty Corporation was organized with Felix Gochan Sr. and other family members as incorporators. Alice Gochan inherited 50 shares and upon her death in 1955 these passed to her husband, John Young Sr. A 1962 RTC decree allotted 6/14 of those shares to Alice’s six children. By September 1979, dividends increased the stocks to 179 shares, and John Sr. sought to cancel his certificates and reissue them directly to the six heirs, but the corporation refused, invoking its right of first refusal. After John Sr.’s death in January 1990, his estate passed to his children. On February 8, 1994, the Uy spouses filed a complaint with the SEC seeking issuance and nullification of shares,Case Digest (G.R. No. 131889)
Facts:
- Corporate and Stock Ownership History
- Felix Gochan & Sons Realty Corporation (FGSRC) was incorporated in June 1951 with Felix Gochan Sr. and others as incorporators.
- Alice Gochan inherited 50 shares from her father; upon her death (1955) these passed to her husband John D. Young Sr.
- In 1962, the Cebu RTC apportioned 6/14 of Alice’s shares to her six children. Dividends increased the shares to 179 by September 1979.
- John Sr. sought reissuance of certificates in his children’s names (1979), but FGSRC refused, citing a right of first refusal. John Sr. died in 1990, leaving the shares to his children.
- Procedural History
- February 1994 – Respondents Cecilia Gochan Uy and Miguel Uy (spouses Uy) filed a complaint with the SEC for: issuance and nullification of shares, reconveyance of property, accounting, removal of directors, and damages; notice of lis pendens was annotated.
- March 1994 – Petitioners moved to dismiss for lack of jurisdiction, lack of capacity, and prescription; also moved for cancellation of lis pendens.
- December 1994 – SEC hearing officer granted dismissal and ordered cancellation of lis pendens; held heirs were not record stockholders and derivative‐suit requirements unmet.
- March 1995 – SEC en banc denied respondents’ motion for reconsideration (pro forma), ruling the appeal was late.
- 1996 – Court of Appeals (CA) partly reversed: dismissed heirs of Alice but upheld spouses Uy’s capacity, held John Sr.’s estate indispensable, and reinstated lis pendens; deemed SEC motion for reconsideration not pro forma, thus tolling appeal.
- 1999 – Petitioners filed a Rule 45 petition for certiorari challenging the CA decision and its denial of reconsideration.
Issues:
- Whether the spouses Uy had the personality (legal standing) to sue before the SEC.
- Whether the spouses Uy properly brought a derivative suit on behalf of FGSRC.
- Whether the intestate estate of John D. Young Sr. is an indispensable party.
- Whether the cancellation of the notice of lis pendens was justified.
- What is the effect of Republic Act No. 8799 (Securities Regulation Code) on the SEC’s jurisdiction over intra-corporate disputes.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)