G.R. No. 143264 - Lisam Enterprises, Inc. vs. Banco de Oro Unibank, Inc.

Petitioners: Lisam Enterprises, Inc. (LEI) represented by Lolita A. Soriano, stockholder and corporate secretary.
Respondents: Banco de Oro Unibank, Inc. (formerly PCIB), Lilian S. Soriano, Estate of Leandro A. Soriano, Jr., Register of Deeds of Legaspi City, and Notary Public Jesus L. Sarte.

On March 28, 1996, Spouses Lilian and Leandro Soriano obtained a ₱20 million loan from PCIB, purportedly on behalf of LEI, and executed a real estate mortgage over LEI’s Legaspi City property.
Petitioners allege the mortgage was unauthorized: a falsified board resolution was used; signatures of corporate officers were forged; the notarial acknowledgement occurred four months after the resolution’s date.

In August 1998, an “Assumption of Loans and Mortgage Obligations and Amendment of Mortgage” was executed, likewise without proper corporate authorization or genuine board resolution.
Forged “Corporate Resolution to Borrow” was also presented to PCIB.
In April 1999, petitioner Lolita discovered the fraud, demanded satisfaction of the loan and removal of the mortgage, but respondents ignored her demands.

June 25, 1999: Petitioners filed a derivative complaint with the SEC for fraudulent scheme against Spouses Soriano.
August 13, 1999: Petitioners filed before the RTC of Legaspi City a Complaint for Annulment of Mortgage with prayer for TRO and preliminary injunction; TRO and injunction were issued.
September 1999: Respondents filed answers, motions to dismiss, and motions to suspend action.
November 11, 1999: RTC dismissed the complaint.
May 15, 2000: RTC denied petitioners’ motion for reconsideration and motion to admit an amended complaint.
Petitioners elevated the case to the Supreme Court via Rule 45 petition.

Whether petitioner Lolita A. Soriano has legal capacity to sue as a real party in interest.
Whether the doctrine of litis pendencia applies given a pending SEC case.
Whether the original complaint states a cause of action.
Whether the trial court erred in denying admission of the amended complaint.
Whether dismissal was proper or whether proceedings should have been merely suspended.