G.R. No. 155080 - Calicdan vs. Cendana

The dispute involves two groups of stockholders of Carlque Plastic, Inc. (Carlque):

Petitioners: Ana Maria Que Tan, Elaine Victoria Que Tan, Carolina Que Villongco, Francis Que Villongco, Carlo Geronimo Que Villongco, Michael Climent Que Villongco, Marcelia Que Villongco, and Angelica Que Gonzales (substituted by her heir, Rosa Maria Que Gonzales).
Respondents: Geminiano Que Yabut III, Carlos Que Yabut, Geronimo Que Yabut, Jose Elston Que Yabut, Ma. Corazon Que Garcia, Anthony Que Garcia, Eumir Carlo Que Camara, Paolo Que Camara, and Abimar Que Camara.

The company’s authorized capital stock amounts to 75,000 shares, with 15,000 shares subscribed and paid up.
Cecilia Que Yabut and Geminiano Que Yabut III (with co-stockholders) collectively hold 7,030 shares, while Ana Maria Que Tan and her group own 7,032 shares.
An additional 938 shares, referred to as the QPC shares, were owned by the late Que Pei Chan but were omitted from the General Information Sheet (GIS) for the years 2011 and 2012.

In January 2013, Cecilia Que Yabut, acting as Corporate Secretary of Carlque, issued a notice for the annual stockholders’ meeting set for January 26, 2013, at Max’s Restaurant, Malabon City.
Ana Maria Que Tan, in a letter dated January 23, 2013, called for postponement of the meeting until the QPC shares were accounted for, to avert potential conflict among related stockholders.
On January 24, 2013, Ana Maria, et al. filed a Complaint for Distribution/Settlement of Shares of Stock and Injunction against Cecilia and Geminiano, et al.:

The complaint sought a TRO to enjoin the holding of the scheduled annual meeting.
It also prayed that the ownership and voting rights associated with the QPC shares be declared null and void.
Notably, the Heirs of Que Pei Chan (or any persons with an interest in the QPC shares) were not impleaded as parties.

The RTC found that the complaint was not a nuisance or harassment suit, noting that the case presented genuine and legitimate factual and legal issues.
The RTC ordered Geminiano, et al. to produce Carlque’s corporate books and records, including the stock transfer book and certificates, to facilitate documentary evidence.

On February 5, 2015, the CA nullified and set aside the RTC Order and dismissed the complaint on the ground that the Heirs of Que Pei Chan, being indispensable parties, had not been impleaded.
The CA also emphasized that for complete production of documents, the indispensable parties should have been summoned.
Furthermore, the CA noted that the complaint’s underlying cause of action had become moot, as the annual stockholders’ meeting did not take place due to the petitioners’ own refusal to attend.

Ana Maria, et al. filed a Motion for Reconsideration, which the CA denied on January 30, 2017.
The petitioners then elevated the matter to the Supreme Court, challenging the CA’s dismissal and nullification of the RTC Order.

Whether the CA was correct in nullifying and setting aside the RTC’s Order dated May 20, 2013 and dismissing the Complaint in Civil Case No. CV-941-MN.
Whether the failure of Ana Maria, et al. to implead the Heirs of Que Pei Chan (and other persons having an interest in the QPC shares) warrants dismissal of the complaint.
Whether the classification of the suit as not being a nuisance or harassment suit was appropriate, given the allegations.
The impact of the alleged mootness of part of the controversy (i.e., the non-occurrence of the annual stockholders’ meeting) on the overall dispute concerning the QPC shares.
The propriety of the order directing the production of corporate documents without summoning the Heirs of Que Pei Chan as part of the parties in the case.