G.R. No. 156303 - Philippine Leisure and Retirement Authority vs. Court of Appeals

Philippine Leisure and Retirement Authority (PLRA), formerly the Philippine Retirement Authority, is a government-owned and controlled corporation created by Executive Order No. 1037 to develop and promote the Philippines as a retirement haven.
PLRA implemented the Philippine Retirement Program, which allows foreign nationals—subject to certain restrictions and age requirements—to obtain Special Resident Retirees Visas after fulfilling prescribed conditions and paying requisite fees.

In 1989, a group of 12 principal retirees of PLRA organized and registered the Philippine Retirement Authority Members Association, Inc. (PRAMAI) with the Securities and Exchange Commission (SEC).
In 1994, Atty. Ramon M. Collado, a principal retiree and consultant for PLRA, registered the Philippine Retirement Authority Members Association Foundation, Inc. (PRAMA).
Initially, PRAMA collaborated closely with PLRA by using the latter’s office space and systems, but later relocated to establish its independent office systems on November 17, 1997.
PRAMA entered into several Memoranda of Agreement (MOAs) with PLRA’s short-listed banks to promote banking services for its member principal retirees, under which the banks agreed to pay PRAMA a marketing fee based on deposit balances.

In late December 1995, PLRA issued a resolution requiring its principal retirees to become PRAMA members with an annual fee of PhP 2,000.
PLRA remitted to PRAMA the membership fees collected for the years 1997 to 2000, with the amounts duly acknowledged by PRAMA.
On December 9, 1997, PLRA approved a PRAMA request to include retirement program materials on PRAMA’s website and established a joint committee to explore further support, authorizing PLRA’s CEO and General Manager to enter into an MOA with PRAMA.
On May 28, 1999, with the favorable opinion of the Office of the Government Corporate Counsel (OGCC), PLRA and PRAMA executed an MOA.

On March 31, 2000, after years of collecting membership fees on behalf of PRAMA, PLRA notified PRAMA via letter that it would collect fees based on a revised five percent service fee, aligning with government accounting regulations.
PRAMA objected to the change; this dispute intensified when PRAMA's publication in August 2000 contained derogatory remarks and allegations directed at PLRA.
Subsequent meetings and correspondence between PLRA and PRAMA, including reconciliation attempts by PRAMA’s accountant, Eleonora D. Gamaru, exposed discrepancies regarding the number of member retirees and fee collections.
PLRA accused PRAMA of inciting discontent and breach of MOA, prompting the Board of Trustees of PLRA to resolve on December 11, 2000, to terminate the MOA.

On January 25, 2001, PRAMA filed a Complaint for Specific Performance with Prayer for Preliminary Injunction before the Makati City Regional Trial Court (RTC), alleging PLRA’s illegal termination of the MOA and failure to remit membership fee collections.
The RTC granted a preliminary mandatory injunction on April 30, 2001, ordering PLRA to reinstate the MOA and comply with remittance obligations, as it found that PLRA had unilaterally terminated important provisions of their verbal agreement.
PLRA, aggrieved by the RTC decision, assailed the RTC Order before the Court of Appeals (CA), which on January 31, 2002, denied PLRA’s petition for certiorari and affirmed the RTC Order.
Subsequent orders followed from both the RTC and CA, including clarificatory orders on February 14, 2002, June 13, 2002, and orders citing PLRA officers for non-compliance with the writs.
In November 2006, amid further legal maneuvers by PRAMA and PLRA (including motions for a temporary restraining order and supplemental orders to prevent dissipation of bank deposits), the issues surrounding the MOA and fee remittances continued to be litigated at various judicial levels.

Whether the actions of the trial court and its subsequent clarificatory orders, which compelled PLRA to reinstate the MOA and perform certain acts (including remitting fees and reinstating Atty. Collado), were in accordance with law and jurisprudence.

Specifically, whether the preliminary mandatory injunction was properly issued given the requirement to have a clear and unmistakable right (right in esse) and the presence of irreparable injury.
Whether the injunction improperly included reliefs not expressly prayed for in the pleadings or taken up during the preliminary injunction hearings.

Whether the unilateral rescission of the MOA by PLRA can be judicially scrutinized and intervened upon by the court, particularly considering the management prerogative and the contractual arrangements between PLRA, PRAMA, and third-party banks.