Case Digest (G.R. No. 142525)
Facts:
In Grace Borgoaa Insigne et al. v. Abra Valley Colleges, Inc. and Francis Borgoaa (G.R. No. 204089, July 29, 2015), the petitioners—Grace Borgoaa Insigne, Diosdado Borgoaa, Osbourne Borgoaa, Imelda Borgoaa Rivera, and Aristotle Borgoaa—are full-blood siblings and children of the late Pedro Borgoaa by his second wife, Teresita Valeros. Their half-brother Francis Borgoaa, Pedro’s son by his first wife, succeeded as president of Abra Valley Colleges, Inc. (Abra Valley) after Pedro’s death. On March 26, 2002, the petitioners sued Abra Valley in the RTC of Bangued, Abra (Special Civil Action No. 2070), seeking inspection of corporate books under Sections 74 and 75 of the Corporation Code and the immediate holding of the annual stockholders’ meeting under Section 50. The RTC rendered judgment in the petitioners’ favor by default on May 7, 2002, but the CA later remanded the case after admitting Abra Valley’s belated answer. The petitioners amended their complaint to implead Francis an...Case Digest (G.R. No. 142525)
Facts:
- Parties
- Petitioners – Grace Borgoaa Insigne, Diosdado Borgoaa, Osbourne Borgoaa, Imelda Borgoaa Rivera, Aristotle Borgoaa: full-blood siblings, children of late Pedro Borgoaa by second wife.
- Respondents – Abra Valley Colleges, Inc. (a stock corporation) and Francis Borgoaa (half-blood brother of petitioners; Pedro’s son by first wife; succeeded Pedro as president).
- Procedural Background
- March 26, 2002 – Petitioners file complaint in RTC for inspection of corporate books, records, minutes and for financial statements; RTC awards relief by default.
- CA reverses default judgment in December 2006; case remanded; petitioners amend complaint to (a) implead Francis, (b) allege bona fide stock ownership, (c) demand stockholders’ meeting; attach endorsed certificates.
- Abra Valley and Francis answer, raising special and affirmative defenses: petitioners not stockholders-of-record, certificates not in their names, transfers unregistered in Stock and Transfer Book (STB).
- March 8, 2010 – RTC orders petitioners to present stock certificates; petitioners file compliance attaching SEC-certified documents, official receipts, meeting minutes—but no original certificates—and move to produce STB.
- June 28, 2010 – RTC dismisses case under Rule 17 for failure to comply with March 8 order, holding submitted documents are not formal stock certificates.
- June 6, 2012 – CA affirms RTC dismissal. Petitioners elevate the case to the Supreme Court.
Issues:
- Whether presentation of stock certificates is indispensable to prove share ownership.
- Whether petitioners, despite non-production of certificates, sufficiently established their status as bona fide stockholders of Abra Valley.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)