Case Digest (G.R. No. 172843)
Facts:
Alfredo L. Villamor, Jr. v. John S. Umale (in substitution of Hernando F. Balmores), G.R. No. 172843, and Rodival E. Reyes, Hans M. Palma and Doroteo M. Pangilinan v. Hernando F. Balmores, G.R. No. 172881, September 24, 2014, Supreme Court Second Division, Leonen, J., writing for the Court.Pasig Printing Corporation (PPC) held an option to lease portions of Mid‑Pasig Development Corporation’s property, including a Rockland area occupied by MC Home Depot; PPC obtained that option on March 1, 2004. On November 11, 2004 PPC’s board purportedly adopted a resolution waiving PPC’s rights under the option in favor of the law firm of Atty. Alfredo L. Villamor, Jr.; no consideration was paid to PPC for that waiver. On November 22, 2004 PPC (represented by Villamor) executed a memorandum of agreement with MC Home Depot under which MC Home Depot would continue as sublessee and issued twenty post‑dated checks and a goodwill payment, which were delivered to Villamor and not remitted to PPC upon encashment.
Hernando F. Balmores (stockholder and director of PPC) wrote PPC’s directors on April 4, 2005 demanding that Villamor account for and deliver the MC Home Depot checks or their proceeds. After allegedly receiving no remedial action from the board, Balmores filed an intra‑corporate complaint in the Regional Trial Court (RTC) under the Interim Rules for Intra‑Corporate Controversies (Interim Rules), invoking Rule 1, Section 1(a)(1) and seeking, among other reliefs, appointment of a receiver or management committee, injunctions restraining disposition of PPC assets (including the checks), accounting and annulment of the board’s waiver.
The RTC denied Balmores’ application for appointment of a receiver or creation of a management committee in a June 15, 2005 resolution, reasoning that PPC’s entitlement to the checks was doubtful, that the board’s waiver was prima facie valid, that an independent claim to the checks by a third party (Leonardo Umale) weakened Balmores’ position, that there was no clear showing of dissipation of assets, that PPC had substantial rental income from other sub‑lessees, and that Balmores’ failure to implead PPC as an indispensable party was fatal. Balmores then filed a petition for certiorari under Rule 65 with the Court of Appeals (CA).
On March 2, 2006 the Court of Appeals granted Balmores’ petition, treating the action as a derivative suit, reversed the RTC, placed PPC under receivership and created an interim management committee (Andres Narvasa, Jr., Atty. Francis Gustilo and Rosemarie Salvio‑Leonida) with sweeping powers to take custody, preserve assets, prevent disposition (including the MC Home Depot checks), take over management and to restore the status quo. The CA denied motions for reconsideration on May 29, 2006. Petitioners (the PPC directors and Villamor) separately filed petitions for re...(Pro-only)
Issues:
- Was a petition for review under Rule 45 proper here, i.e., do the questions presented raise questions of law cognizable by this Court?
- Was respondent Hernando F. Balmores’ action in the RTC properly characterized as a derivative suit?
- Did Balmores have an individual cause of action that entitled him to the reliefs sought (appointment of receiver/management committee and annulment/accounting)?
- Was the Court of Appeals’ appointment of a management committee (and placing PPC under receivership) proper under the Interim Rules?
- Did the Court of Appeals have jurisdiction/power to appoint a receiver or manage...(Pro-only)
Ruling:
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Ratio:
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Doctrine:
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