G.R. No. 172843 - Villamor, Jr. vs. Umale

Parties and procedural background
Alfredo L. Villamor, Jr. et al. (petitioners in G.R. No. 172843) and Rodival E. Reyes, Hans M. Palma and Doroteo M. Pangilinan (petitioners in G.R. No. 172881) sought review of the Court of Appeals’ orders of March 2 and May 29, 2006, which placed Pasig Printing Corporation (PPC) under receivership and appointed an interim management committee.
The underlying dispute arose from an intra-corporate controversy brought by stockholder Hernando F. Balmores against PPC’s directors under the Interim Rules for Intra-Corporate Controversies.

Lease option, waiver and sublease agreement
On March 1, 2004, PPC obtained from Mid-Pasig Development Corporation an option to lease prime “Rockland area” property occupied by MC Home Depot.
On November 11, 2004, PPC’s board gratuitously waived all rights under that option in favor of Villamor’s law firm, without any consideration.
On November 22, 2004, PPC (represented by Villamor) entered into a four-year sublease with MC Home Depot (renewable for another four years) at ₱4,500,000 monthly rent plus ₱18,000,000 goodwill; MC Home Depot issued 20 post-dated checks for one year’s rent and goodwill, which Villamor retained and did not deliver to PPC.

Intra-corporate complaint and reliefs sought
On April 4, 2005, Balmores wrote PPC’s board demanding that Villamor account for and return the checks; the directors took no action.
Balmores filed an intra-corporate controversy complaint under Rule 1(1) of the Interim Rules, alleging fraudulent schemes by PPC’s directors detrimental to PPC and its stockholders.
He prayed for (a) appointment of a receiver or interim management committee; (b) prohibition against disposing any PPC property (including the MC Home Depot checks); (c) accounting and remittance of the checks or proceeds; and (d) annulment of the waiver resolution.

Rulings below
Pasig RTC (June 15, 2005) denied appointment of receiver and management committee, finding PPC’s entitlement to the checks doubtful, the waiver resolution prima facie valid, another pending case over the checks, no clear dissipation of assets, ongoing rental income from other sub-lessees, and PPC not impleaded.
CA (March 2, 2006) granted Balmores’s Rule 65 petition, reversed the RTC, placed PPC under receivership, and created an interim management committee to take over business operations, preserve assets, prevent disposal, and recover the checks; motions for reconsideration were denied May 29, 2006.

Procedural propriety
Whether the petitioners properly invoked Rule 45 to review the CA’s interlocutory order.
Nature of the suit
Whether Balmores’s intra-corporate action was correctly characterized as a derivative suit.
Standing and cause of action
Whether Balmores had a personal cause of action entitling him to the extraordinary remedies sought.
Appointment of receivership/management committee
Whether the CA validly exercised powers under Rule 9 of the Interim Rules to place PPC under receivership and create an interim management committee.
Jurisdiction
Whether the CA had authority to appoint a receiver or management committee in an intra-corporate controversy.