Case Digest (G.R. No. 202647-50)
Facts:
Corazon H. Ricafort, Jose Manuel H. Ricafort and Marie Grace H. Ricafort v. The Honorable Isaias P. Dicdican, The Honorable Ramon M. Bato, Jr., and The Honorable Eduardo B. Peralta, Jr., G.R. Nos. 202647-50; G.R. Nos. 205921-24, March 09, 2016, the Supreme Court Third Division, Reyes, J., writing for the Court.The dispute arises from the corporate governance of Nationwide Development Corporation (NADECOR), holder of MPSA No. 009-92-XI covering the King-king Gold and Copper Project. On August 15, 2011 NADECOR held its annual stockholders’ meeting (ASM) to elect its Board of Directors (the “New Board”). Petitioners — Corazon H. Ricafort and two of her children — later filed SEC Case No. 11-164 on October 20, 2011 seeking to declare the August 15, 2011 ASM and all acts thereat null and void for alleged lack of proper notice; the RTC of Pasig, Branch 159, rendered an Order dated December 21, 2011 declaring the ASM null and void and directing NADECOR to hold a new ASM within 30 days.
Respondents (members of the New Board and NADECOR officers) filed four separate petitions for certiorari in the Court of Appeals (CA) challenging the RTC Order and seeking injunctive relief. The CA initially issued TROs in some raffled divisions and ultimately consolidated the petitions. On June 13, 2012 the CA Special 14th Division (penning Justice Bato, with Justices Dicdican and Peralta concurring) granted a Writ of Preliminary Injunction (WPI) enjoining enforcement of the RTC Order, restraining the Old Board and others from acting, and allowing the New Board to continue to act; the CA later, by Decision dated February 18, 2013, nullified the RTC Order and made the WPI permanent.
While the CA proceedings were pending, the Old Board called a Special Stockholders’ Meeting (SSM) for June 13, 2012 and later assemblies were held on August 22, 2012 and August 19, 2013, producing competing sets of directors (termed Third and Fourth Boards), and charges and counter-allegations of forcible removal of corporate property, withdrawal of funds, and violent incidents were reported. The CA’s handling of the consolidated petitions also spawned an administrative complaint against the three CA justices, which this Court dismissed.
The petitioners filed two joint petitions before the Supreme Court: G.R. Nos. 202647-50 (Rule 65, certiorari and prohibition) filed August 1, 2012, seeking to set aside the CA Resolution of June 13, 2012; and G.R. Nos. 205921-24 (Ru...(Subscriber-Only)
Issues:
- Did SEC Case No. 11-164 constitute an election contest such that it was subject to the 15‑day prescriptive period under the Interim Rules on intra-corporate controversies?
- Were the petitioners entitled to relief on the ground of lack of notice when they were represented at the August 15, 2011 ASM by an irrevocable proxy and nominee agreements establishing the beneficial ownership of their shares?
- Was the notice requirement for the August 15, 2011 ASM satisfied under NADECOR’s by‑laws and the Corporation Code so that a...(Subscriber-Only)
Ruling:
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Ratio:
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Doctrine:
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