Case Digest (G.R. No. 218738)
Facts:
Metropolitan Bank & Trust Company (Metrobank) v. Salazar Realty Corporation, G.R. No. 218738, March 09, 2022, Supreme Court First Division, Gaerlan, J., writing for the Court.The dispute arose when Salazar Realty Corporation (SARC), through four of its incorporators/stockholders (Ramon A. Salazar, Jr., Robert A. Salazar, Roger A. Salazar, and Rosemarie Salazar Fernandez — hereinafter Ramon et al.), filed a complaint in the Regional Trial Court (RTC), Tacloban City, Branch 9, docketed as Civil Case No. 2001-11-164, seeking nullification of a mortgage and extrajudicial foreclosure by Metrobank and cancellation of titles subsequently issued in Metrobank’s name. SARC alleged that the mortgage was ultra vires because it secured the debt of a separate corporation (Tacloban RAS Construction Corporation), was not properly authorized, and encumbered substantially all of SARC’s assets without stockholder approval required under Section 40 of the Corporation Code; SARC further raised defects in the foreclosure proceedings and alleged Metrobank’s negligence.
Metrobank moved to dismiss repeatedly, contending the action was essentially a derivative suit (an intra-corporate controversy) that should have been brought before a special commercial court designated under the Securities Regulation Code (RA 8799) and its implementing interim rules (the 2001 Interim Rules of Procedure Governing Intra‑Corporate Controversies, or 2001 IRPIC). The RTC (Branch 9) denied Metrobank’s motions to dismiss (including orders dated June 16, 2009 and February 23, 2010) and later granted a preliminary injunction in favor of SARC; it held that the petition did not constitute an intra‑corporate controversy requiring referral and that, in any event, jurisdiction once acquired continued until final resolution.
Metrobank sought relief from the Court of Appeals (CA) by certiorari. The CA (in a March 25, 2014 Decision and a May 8, 2015 Resolution) dismissed Metrobank’s petition, applying the two‑tier intra‑corporate controversy test and concluding that SARC’s complaint did not satisfy that test (finding the dispute to be essentially a regular civil action to remove a cloud on title because the bank had no intra‑corporate relationship with the suing stockholders). Metrobank then filed a petition for review on certiorari under Rule 45 before the Supreme Court, assailing the CA’s use of the two‑tier test, the RTC’s jurisdiction, and the CA’...(Subscriber-Only)
Issues:
- Whether Branch 9 of the RTC, Tacloban City (a non‑designated regular branch), had jurisdiction to try SARC’s action or whether the matter was a derivative/intra‑corporate controversy cognizable by special commercial courts under RA 8799 and the 2001 IRPIC.
- Whether the Court of Appeals erred in applying the two‑tier intra‑corporate controversy test or otherwise in its legal characterization of SARC’s suit as non‑intra‑corporate.
- Whether SARC’s complaint complied with the requisites for a derivative suit under the 2001 IRPIC (including allegations on appraisal ...(Subscriber-Only)
Ruling:
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Ratio:
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Doctrine:
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