Case Digest (G.R. No. 96551)
Facts:
Premium Marble Resources, Inc. v. The Court of Appeals and International Corporate Bank, G.R. No. 96551, November 04, 1996, the Supreme Court Second Division, Torres, Jr., J., writing for the Court.On July 18, 1986, Premium Marble Resources, Inc. (Premium), through Atty. Arnulfo Dumadag, filed Civil Case No. 14413 for damages against International Corporate Bank, alleging that three checks issued by Ayala Investment and Development Corporation in 1982 payable to Premium (totaling P31,663.88) were wrongfully deposited by former officers into the account of Intervest Merchant Finance at the bank and collected to Premium’s prejudice. Premium prayed for restitution of the check amounts, interest, exemplary damages, and attorney’s fees.
A few days later, sister company Printline Corporation filed Civil Case No. 14444 against International Corporate Bank; the two actions were subsequently consolidated. After filing, a different counsel (Siguion Reyna, Montecillo & Ongsiako Law Office), claiming to represent Premium, moved to dismiss on the ground that the suit was filed without authority from Premium’s duly constituted Board of Directors. The bank adopted that motion.
The trial court granted the motion to dismiss, finding that conflicting slates of corporate officers existed, that the issue of which group legitimately comprised the board was the subject of an intra-corporate controversy pending before the Securities and Exchange Commission (SEC) as SEC Case No. 2688, and that until the SEC resolved that dispute neither set of officers could validly prosecute suits in the corporation’s name. The Court of Appeals affirmed the trial court’s Order dismissing the consolidated cases. Petitioners then filed the present petition for review before the Supreme Court assailing the Court of Appeals’ decision.
Premium (through Atty. Dumadag) contended that the filing lawyers were authorized and that opposing counsel merely represented a faction adverse to Premium; opposing counsel countered that SEC records and a July 30, 1986 board resolution showed the filing was unauthorized. Premium submitted minutes of an April 1, 1982 board meeting purporting to show a different set of officers...(Pro-only)
Issues:
- Was the filing of the action for damages authorized by a duly constituted Board of Directors of Premium Marble Resources, Inc.?...(Pro-only)
Ruling:
- (Pro-only)
Ratio:
- (Pro-only)
Doctrine:
- (Pro-only)