Case Digest (G.R. No. 168332)
Facts:
In Koruga v. Arcenas et al., Ana Maria A. Koruga, a minority stockholder of Banco Filipino Savings and Mortgage Bank, filed on August 20, 2003 before the Regional Trial Court (RTC) of Makati City (Branch 138, presided by Judge Sixto Marella, Jr.) a complaint for violation of Sections 31 to 34 of the Corporation Code, a stockholder’s right to inspect corporate records under Sections 74 and 75 of the Corporation Code, and a prayer for receivership and creation of a management committee under Rule 59 of the Rules of Civil Procedure, the Interim Rules on Intracorporate Controversies, the General Banking Law of 2000, and the New Central Bank Act. She alleged self-dealing, conflicts of interest, unsafe and unsound banking practices, and fraudulent loans approximating ₱1.6 billion granted to “dummy” corporations. Respondents Teodoro O. Arcenas, Jr., Albert C. Aguirre, Cesar S. Paguio, Francisco A. Rivera, and members of the Monetary Board of the Bangko Sentral ng Pilipinas (BSP) filedCase Digest (G.R. No. 168332)
Facts:
- Parties and Origins
- Ana Maria A. Koruga, minority stockholder of Banco Filipino, filed a complaint (Aug. 20, 2003) before Makati RTC, Branch 138, alleging violations of the Corporation Code, refusal to inspect records, receivership, and creation of management committee.
- Defendants: Banco Filipino Board members (Arcenas, Aguirre, Paguio, Rivera) and BSP Monetary Board members.
- RTC Proceedings
- Defendants moved to dismiss for lack of jurisdiction, improper service, forum-shopping, and nuisance; motion denied Oct. 18, 2004; reconsideration denied Jan. 18, 2005.
- Koruga’s complaint detailed alleged unsafe banking practices, self-dealing, fraudulent loans to “dummy” corporations (approx. ₱1.6 billion), dacion en pago transactions, and refusal to allow inspection under Corp. Code §§ 74–75.
- CA Proceedings
- Arcenas et al. petitioned CA for certiorari under Rule 65, secured TRO (Feb. 9, 2005), and preliminary injunction (Apr. 18, 2005) enjoining RTC proceedings.
- CA’s July 20, 2005 decision dissolved injunction, found no grave abuse of discretion by RTC, and remanded case for resolution of intra-corporate controversies and service issues.
- SC Proceedings
- Koruga filed certiorari (G.R. 168332) to nullify CA’s April 18, 2005 injunctive relief; CA’s July 20 decision raised mootness issues.
- Arcenas et al. filed review under Rule 45 (G.R. 169053) to overturn CA’s July 20, 2005 decision.
- SC issued TRO (Mar. 13, 2006), denied motion to lift TRO (July 5, 2006), and consolidated both petitions (Sept. 26, 2005).
Issues:
- Mootness and Procedural Defects
- Whether G.R. 168332 petition is moot and academic due to CA’s July 20, 2005 decision dissolving preliminary injunction.
- Whether Koruga’s verification and certification against forum-shopping were defective.
- Jurisdiction and Applicable Law
- Whether RTC or BSP Monetary Board has exclusive jurisdiction over receivership and banking practice disputes involving Banco Filipino.
- Whether the Corporation Code or the New Central Bank Act and General Banking Law govern allegations of unsafe, unsound, and self-dealing banking practices.
- Whether Koruga, as a minority stockholder, has standing to challenge BSP actions requiring majority stockholder petition under NCB Act § 30.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)