Marasigan vs. Marasigan, Ganco Resorts and Recreation Inc.

Facts:

The dispute arises from competing claims to corporate control of Ganco Resorts & Recreation Incorporated (Ganco), a family close corporation organized in 2013 by Luz Marasigan and her 13 children. Of 5,600 subscribed shares, Luz held 3,000 and her children 200 each. Ganco’s Articles of Incorporation (AOI) provided that “the business of the Corporation shall be managed by the board of directors who are the stockholders,” and its by‑laws prescribed quorum requirements and meeting rules. Cesar Marasigan (Luz’s husband) died in 2001; Luz died on November 3, 2017. Her estate remained unsettled during the events in issue.

While petitioner Peter Paul G. Marasigan (Peter) was on an authorized leave in early November 2017, several family members met on November 6, 2017 (a special meeting) and November 12, 2017 (after Luz’s burial). Minutes show eight of 14 stockholders/directors were present (five physically, three via videoconference) and that the meeting was treated as a “special board and stockholders meeting.” The November meetings resulted in the removal of Peter as president and the election of a new set of officers. On May 15, 2018, another meeting produced a different slate of officers and new bank signatories; the respondents refused to turn over corporate assets and continued to collect resort revenues, prompting bank account freezes and competing claims of authority.

Respondents (including Benito, Orlando, and Rommel Marasigan) filed a Complaint for Declaration of Nullity of Meetings, Board Resolutions and Election of Officers (R-PSG-18-01223-CV) and sought injunctive relief. The Regional Trial Court (RTC), Branch 159, Pasig City, denied respondents’ application for TRO (June 1, 2018) and denied preliminary injunction (Jan. 6, 2020). In a Decision dated February 3, 2021, the RTC held that because Luz’s estate was unsettled her shares could not be treated as transferred and that quorum was lacking for the meetings on November 6 and 12, 2017 and May 15, 2018; it dismissed the complaint and ordered reinstatement in hold‑over capacity of certain officers elected before Luz’s death.

Respondents appealed to the Court of Appeals (CA). In a Decision dated December 28, 2021 (CA‑G.R. SP No. 168189), the CA reversed the RTC: it declared the special meetings and election of officers on November 6 and 12, 2017 valid and ratified under Section 101 of the Corporation Code, held the May 15, 2018 annual meeting invalid for lack of quorum and failures of notice, and denied damages and attorney’s fees; the CA denied reconsideration in a...(Pro-only)

Issues:

• Did the Court of Appeals err in ruling that the special meeting and election of officers of Ganco on November 6 and 12, 2017 were valid and ratified?
• Did the respondents make duplicitous statements (inconsistent assertions in a separate criminal case) that affe...(Pro-only)

Ruling:

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Ratio:

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Doctrine:

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