Case Digest (G.R. No. 254957-58)
Facts:
Lily C. Lopez v. Lolito S. Lopez, G.R. Nos. 254957-58, June 15, 2022, Supreme Court First Division, Rosario, J., writing for the Court. Petitioner Lily C. Lopez (petitioner) sought review by petition for certiorari under Rule 45 of the Court of Appeals (CA) decision that had set aside two Regional Trial Court (RTC) rulings declaring certain special stockholders’ meetings and resulting elections void.On 1 March 2019 petitioner and her daughter Ma. Christina Patricia C. Lopez (Christina) filed a complaint in Branch 93, RTC-Quezon City (docketed Commercial Case No. R‑QZN‑19‑03290‑CV) attacking the validity of a special stockholders’ meeting of i Specialist Development Corporation held on 14 February 2019. Petitioner alleged the meeting violated the corporation’s by‑laws on venue and date, excluded Christina from attendance, and involved the voting of 33,495 erstwhile unissued shares purportedly purchased by respondent Lolito S. Lopez (Lolito) without board authorization and in breach of petitioner’s preemptive rights; the RTC‑Quezon City declared the 14 February 2019 elections null and void.
Separately, petitioner, Christina and John Rusty Lito C. Lopez filed election contests before Branch 273, RTC‑Marikina (SEC Case Nos. 2019‑29 to 31) challenging special stockholders’ meetings held on 11 February 2019 for LC Lopez Resources, Inc., Conqueror International, Inc. and Russ Marketing, Inc. Petitioners alleged Lolito purchased large blocks of erstwhile unissued shares (without board resolutions or full payment) and used them to oust petitioner and her children; RTC‑Marikina likewise declared the 11 February 2019 meetings and the elections null and void, finding among other things that Christina and John Rusty were stockholders despite defective entries in the Stock and Transfer Books (STBs).
Respondents (Lolito and others) filed separate petitions for review before the CA (docketed CA‑G.R. SP No. 162134 and CA‑G.R. SP No. 162787) attacking the two RTC decisions. The CA consolidated the petitions and, on 26 February 2020, reversed the RTCs and declared the special meetings valid, holding (inter alia) that Christina was not a stockholder because her name did not appear in the STB and ...(Subscriber-Only)
Issues:
- Was the petition in CA‑G.R. SP No. 162134 timely filed?
- Was Christina a stockholder of the subject corporations at the time of the challenged meetings?
- Was respondent Lolito Lopez’s purchase and voting of the erstwhile unissu...(Subscriber-Only)
Ruling:
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Ratio:
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Doctrine:
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