Case Digest (G.R. No. 225022)
Facts:
In Carolina Que Villongco et al. v. Cecilia Que Yabut et al. (G.R. Nos. 225022 and 225024, February 5, 2018), Phil-Ville Development and Housing Corporation (“Phil-Ville”) was a family real estate corporation with an authorized capital stock of ₱20 million divided into 200,000 shares. Its founder, Geronima Gallego Que, died in 2007 holding 3,140 shares, the rest being equally distributed among her six children and, indirectly, their descendants. In June 2005, Cecilia Que Yabut, as attorney-in-fact for Geronima, executed a “Sale of Shares” that allegedly effected an inequitable distribution of the 3,140 shares among the Que siblings and grandchildren; this distribution appeared in Phil-Ville’s 2010–2011 General Information Sheets filed with the SEC.On January 18, 2013, Cecilia, Eumir Carlo Que Camara, and Ma. Corazon Que Garcia (“Cecilia et al.”) requested the Corporate Secretary to call the annual stockholders’ meeting. Before a reply, separate notices bearing Cecilia’s and
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Case Digest (G.R. No. 225022)
Facts:
- Phil-Ville Development and Housing Corporation structure and shareholding
- Authorized capital stock of ₱20 million, 200,000 shares; originally 3,140 shares owned by founder Geronima Gallego Que, 196,860 shares equally among her six children. Subsequent lifetime transfers reduced some children’s holdings, and grandchildren received blocks of shares.
- Geronima’s 3,140 shares were allegedly redistributed by her attorney-in-fact Cecilia via a June 11, 2005 “Sale of Shares” to various grandchildren; this redistribution appeared in Phil-Ville’s 2010–2011 General Information Sheets.
- Corporate board conflict and initial meeting attempts
- January 18, 2013 – Cecilia Que Yabut, Eumir Carlo Que Camara and Ma. Corazon Que Garcia (Cecilia et al.) requested Corporate Secretary Ana Maria Que Tan to call the 2013 annual stockholders’ meeting.
- January 21, 2013 – Majority directors (Carolina Que Villongco, Ana Maria Que Tan, Angelica Que Gonzales) held an emergency board meeting, postponed the stockholders’ meeting, and notified all stockholders and the SEC. Cecilia et al. nonetheless convened the meeting, elected themselves officers, prompting an intra-corporate suit.
- 2014 election contest
- January 15, 2014 – Cecilia et al. served notice of the annual meeting for January 25, 2014 at Max’s Restaurant, Malabon City; only a minority of shares were represented. They re-elected themselves directors and officers.
- February 10, 2014 – Carolina et al. filed an election contest in the RTC, praying to void the January 25 meeting and all actions taken, alleging lack of quorum, invalid proxies, and ultra vires acts.
- Trial and appellate outcomes
- RTC (Mar 14, 2014) – Denied respondents’ motion for extension of time to answer; rendered judgment motu proprio within ten days, declaring the January 25, 2014 election void for lack of quorum and all consequent acts null.
- CA Decision (Sept 4, 2015) – Declared the RTC decision void for violating Sec. 14, Art. VIII of the Constitution but independently held the 2014 meeting void for lack of quorum and struck the election.
- CA Amended Decision (June 8, 2016) – Partly granted reconsideration to declare respondents’ post-election acts (e.g., filing the January 27 GIS) ultra vires.
Issues:
- Procedural Jurisdiction
- Does filing a motion for extension to answer constitute voluntary appearance and cure defective service of summons?
- Constitutional Form of Judgment
- Did the RTC decision violate Section 14, Article VIII of the Constitution by failing to state facts and law clearly and distinctly?
- Quorum Determination
- Should disputed shares (3,140 of Geronima plus fractional shares) be excluded from total outstanding capital stock in computing quorum?
- Capacity to Answer
- Were respondents barred from filing an answer under the Interim Rules for Intra-Corporate Controversies?
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)