G.R. No. L-76959 - Abbott Laboratories , Inc. vs. National Labor Relations Commission

In 1966, the petitioners along with several respondents organized an unregistered partnership called the Medina People’s Cockpit Association, which was funded by the contributions of its members.
In 1975, funds from the association were utilized for the purchase of a lot and for the construction of a building in the name of the association.
In 1976, a corporation known as Medina Recreation Center, Inc. was established, with respondent Felomino Delegencia and three of his relatives among the incorporators.
In 1977, the properties of the unregistered association were transferred to the newly formed corporation.

The petitioners initially filed a complaint with the Securities and Exchange Commission (SEC) on December 8, 1979, where they alleged they were suing as stockholders of the corporation.
After filing with the SEC, the petitioners either withdrew or did not pursue that complaint and subsequently filed a similar complaint on April 22, 1980, with the Court of First Instance of Misamis Oriental.
In the subsequent proceedings:

The petitioners initially stated that they were suing as stockholders, prompting defendants to seek a bill of particulars to determine in what capacity the petitioners were filing.
A motion to dismiss for lack of jurisdiction was filed on May 7, 1980.
On May 13, 1980, the petitioners amended their complaint to remove the allegation that they were suing solely as stockholders.

Despite the amendment, the defendants moved to strike out the amended complaint and to dismiss the original complaint for lack of jurisdiction.
The trial court denied the motions on January 2, 1981, and the defendants subsequently filed an answer reiterating their jurisdictional challenge and reserved their right to further question the court's jurisdiction.
Further trial proceedings included:

The disputed properties being placed under receivership on January 23, 1985.
Defendants reiterating their motions for reconsideration and dismissal on March 13, 1985.
After denial on June 17, 1985, the defendants filed a petition for certiorari, prohibition, and preliminary injunction with the Court of Appeals.
A temporary restraining order was issued on October 7, 1985, enjoining further trial court proceedings.

Annulled and reversed prior orders allowing the motions and receivership.
Commanded the respondent judge to desist from further proceedings in Civil Case No. 516-M.

The main issue in the case centered on whether the petitioners were suing as members of the unregistered association or indeed as stockholders of the Medina Recreation Center, Inc.
The defendants asserted that, based on the petitioners’ original statements and evidence such as the deed of transfer of shares and dividend awards from the corporation, the petitioners were actually suing as stockholders.
The dispute raised the question of the appropriate forum for the resolution of the claims: whether the case should be heard by the Regional Trial Court of Misamis Oriental or by the SEC under the exclusive jurisdiction provided by P.D. No. 902-A.

Whether the petitioners, by their initial complaint filed with the SEC, were effectively asserting themselves as stockholders of Medina Recreation Center, Inc., despite later amendments.
Whether the amendment to the complaint in the Court of First Instance, which deleted the allegation of suing as stockholders, could override the binding nature of the original averment.

Whether the complaint, initially filed with the SEC and later with the Court of First Instance, involved a subject matter that falls within the exclusive jurisdiction of the SEC, specifically with regard to intra-corporate disputes.
Whether the petitioners’ recourse to filing in a different forum was a rectification of an initial error or an attempt to evade the original jurisdictional assignment.

Though not decided on the merits of the transfer, whether the irregularities alleged in the transfer of the association’s properties to the corporation have any bearing on the issue of jurisdiction.
The legal effect of the recipients receiving stocks and dividends that substantiated the claim that they were, in effect, stockholders.