G.R. No. 177549 - Spouses Yu vs. Yukayguan

– All members of the Yu family and stockholders in Winchester Industrial Supply, Inc. (“Winchester, Inc.”)

– All members of the Yukayguan family and stockholders in Winchester, Inc.

Winchester, Inc. incorporated on 12 September 1977 with P1,000,000 capital stock divided among five incorporators, including Anthony (1,000 shares)
Anthony allegedly paid for his shares with Joseph’s money, making him a trustee for Joseph

On 14 November 1984, Anthony ceded 800 shares to Joseph and others; retained 200 shares as trustee for Joseph
On 30 June 1985, the corporation bought out 8,500 shares from the other incorporators
On 7 November 1995, Winchester sold those 8,500 shares to third parties, including Rosita, Jason, Nancy, Jerald, and Jill

Respondents claimed petitioners (Rosita and Jason) controlled corporate funds, made money market placements, and excluded Joseph despite his role as Treasurer
Accusations of understating sales, charging personal/family expenses, withholding assets, falsifying records; respondents attached receipts as evidence

On 15 October 2002, respondents filed a complaint before RTC Cebu (SRC Case No. 022-CEB) seeking:

Petitioners answered with compulsory counterclaim denying trustee relationship, affirming paid-up capital, and alleging harassment; prayed for dismissal and damages

Hearing on Management Committee and mediation; partial amicable settlement dividing physical assets; unanimous corporate resolution dissolving Winchester on 4 January 2003
Pre-trial briefs filed by both sides in early 2004; agreement to submit case on pleadings and evidence under Rule 4, Sec. 4 of the Interim Rules for Intra-Corporate Controversies
RTC Decision (10 November 2004) dismissed respondents’ complaint and petitioners’ counterclaim for failure to comply with derivative‐suit and inspection requirements and for lack of proof
Court of Appeals (15 February 2006) affirmed RTC Decision, holding the mandatory procedural rules were not met and inadmissible evidence was belatedly submitted
Respondents’ motion for reconsideration on CA Decision; CA conducted oral arguments, urged settlement, then (18 July 2006) granted reconsideration and remanded case to RTC for final liquidation proceedings under SEC jurisdiction (Resolution dated 18 July 2006)
Petitioners’ motion for reconsideration of CA remand denied (19 April 2007)

Whether the CA Resolutions remanding the case and converting it into liquidation proceedings violated the Constitution, statutes, and jurisprudence
Whether the CA acted without jurisdiction in ordering remand for liquidation

Whether the CA erred in basing its remand on unpleaded, extraneous matters (amicable settlement and alleged corporate dissolution)
Whether remanding to the RTC contravened the summary procedure for intra-corporate controversies