G.R. No. 213457 - Heirs of Del Fonso vs. Guingona

A Petition for Review on Certiorari was filed under Rule 45 of the Rules of Court, assailing both the November 12, 2013 Decision and the June 25, 2014 Resolution of the Court of Appeals (CA).
These challenged decisions affirmed the April 2, 2013 Order of the Regional Trial Court (RTC) of Makati City, Branch 66, in Civil Case No. 05-739, which originally addressed issues raised by the petitioners.

The heirs of Edgardo Del Fonso, namely Mila A. Del Fonso, Louisa Del Fonso Bacani, Carmina Del Fonso, Edgardo Paulo A. Del Fonso, and Victoria Del Fonso Francisco.
Beacon Equities, Inc. and Daguma Agro-Minerals, Inc., acting collectively in the case.
Alleged owners of 17% of the outstanding shares of DAGUMA Agro-Minerals, Inc. (DAGUMA).

Benjamin T. Guingona, Mamerto S. Bocanegra, Tomas J. Prudencio, Antonio Ilomin, Christian M. Monsod, and Epifanio Sedigo, Jr. – the directors and officers of DAGUMA.
Levitico Toquero and Arnold Manat – stockholders in DAGUMA.

The petition stemmed from an Amended Complaint for Quo Warranto, Annulment of Board Decisions, Inspection of Records, Audit, Appointment of Receiver, and Damages, with a concomitant application for a Temporary Restraining Order (TRO) and a Writ of Preliminary Injunction (WPI).
Petitioners alleged a series of unlawful acts committed by the respondents as members of the board of directors, which included:

Erroneous conversion of advances into equity with alleged premium adjustments and manipulation of share capital.
Unauthorized board resolutions affecting the management and governance of DAGUMA, such as the removal of Del Fonso as president and irregular appointments.
Denial of petitioners’ right to inspect corporate records.

From divesting shares or equities belonging to petitioners without their consent.
From holding board or stockholders’ meetings without notifying petitioners.

Developments Concerning the Share Purchase Agreement and Production of Documents

Petitioners asserted that respondents executed a Share Purchase Agreement with San Miguel Energy Corporation (SMEnergy), allegedly leading to the acquisition of 100% of DAGUMA’s outstanding capital stock.
On May 9, 2012, petitioners filed a Motion for Production of Documents to secure:

The SMEnergy Documents, being the Share Purchase Agreement and related records.
All papers, documents, and records pertinent to the sale, transfer, and conveyance of DAGUMA’s capital stock.

The RTC granted this motion on July 13, 2012.
Respondents subsequently opposed the order by filing a motion to vacate it, which was denied on September 10, 2012.
The dispute further advanced with respondents filing a Petition for Certiorari before the CA (docketed as CA-G.R. SP No. 127476), challenging the denial of their motion to vacate the production order.
Citing judicial courtesy and to avoid rendering the pending CA issue moot, respondents sought an urgent motion to defer production before the RTC, which resulted in the RTC’s Order dated April 2, 2013, deferring production of the SMEnergy Documents.

Petitioners, aggrieved by the RTC’s deferment, filed a Petition for Certiorari before the CA (docketed as CA-G.R. SP No. 130341) to question the deferment order.
The CA, in its November 12, 2013 Decision, found no grave abuse of discretion on the part of the RTC. The CA rationalized:

Judicial courtesy warranted the deferment to prevent mootness of matters pending in CA-G.R. SP No. 127476.
The RTC had ample power under Sections 5 and 6, Rule 135 of the Rules of Court to amend its orders accordingly.

A subsequent motion for reconsideration by petitioners was denied on June 25, 2014.
Notably, on June 16, 2016, the RTC rendered a Decision dismissing petitioners’ Amended Complaint on the ground that they were not stockholders of record in DAGUMA.
The CA later reaffirmed its position in a Decision dated July 27, 2016, upholding the denial of respondents’ motion to vacate the order for production of documents.

Whether the CA erred in sustaining the RTC’s Order deferring the production of the SMEnergy Documents pending the resolution of CA-G.R. SP No. 127476.

Whether petitioners, despite challenging their stockholder status, were entitled to the production of the SMEnergy Documents.
The appropriateness of ordering document production when concurrent proceedings and supervening decisions (specifically the RTC’s dismissal of the petitioners’ claim on stockholding) affected the justiciability of the relief sought.

The effect of the RTC’s subsequent decision dismissing the petitioners’ Amended Complaint on the issue of whether petitioners stand to gain any substantive relief from the production order.