Case Summary (G.R. No. 201675)

Case Background and Parties Involved

• The case involves a petition for review by Juanito Ang on behalf of Sunrise Marketing (Bacolod), Inc. against spouses Roberto and Rachel Ang.
• Sunrise Marketing (Bacolod), Inc. is a corporation owned by the Ang family, with specific stockholdings detailed.
• Juanito Ang and Roberto Ang are siblings, with other family members holding various positions within the corporation.
• A loan agreement was made in 1995 between Nancy Ang and Theodore Ang, which was intended to settle obligations of SMBI and other family-owned corporations.

Loan Agreement and Corporate Actions

• The loan of $1,000,000 was issued without a formal written agreement due to familial trust.
• The loan proceeds were used for various purposes, including purchasing real properties.
• In 2005, SMBI increased its authorized capital stock, which Juanito claimed was done improperly, violating the Corporation Code.

Dispute Over Loan Repayment

• Payments on the loan ceased after 2006, leading to a demand letter from Nancy and Theodore for repayment.
• Juanito and Anecita executed a Settlement Agreement acknowledging the loan and securing it with various properties.
• Juanito later filed a derivative suit against Roberto and Rachel, alleging mismanagement and exclusion from corporate affairs.

Initial Court Proceedings

• The RTC Bacolod granted Juanito's application for a writ of attachment and receivership.
• Roberto and Rachel contested this, claiming violations of due process and arguing that the suit was not a bona fide derivative suit.

Arguments and Counterarguments

• Rachel contended that the suit was essentially a collection action for Nancy and Theodore, not a derivative suit.
• Juanito argued that he was excluded from management and that the loan was a corporate obligation.
• The RTC Bacolod ruled in favor of Juanito, recognizing the suit as a derivative action.

Court of Appeals Ruling

• The CA-Cebu reversed the RTC Bacolod's decision, stating the complaint was a harassment suit and not a valid derivative suit.
• The CA-Cebu found that Juanito failed to exhaust intra-corporate remedies and that the loan was a personal obligation, not a corporate one.

Issues Raised in the Petition

• The petition raised three main issues regarding the nature of the suit, the consideration of evidence outside the complaint, and the jurisdiction of the RTC Bacolod over the case.

Supreme Court's Ruling

• The Supreme Court upheld the CA-Cebu's finding that the complaint was not a derivative suit.
• It clarified that a derivative suit must be brought on behalf of the corporation, and the real party in interest is the corporation itself.
• The Court emphasized that the complaint did not demonstrate any harm to SMBI and that the loan was a personal obligation of the Ang brothers.

Legal Requirements for Derivative...continue reading

Case Syllabus (G.R. No. 201675)

The Case

• This petition for review challenges the Decision of the Court of Appeals-Cebu (CA-Cebu) dated September 20, 2011, which reversed the Order of the Regional Trial Court (RTC) Bacolod dated September 27, 2010.
• The RTC Bacolod had ruled in favor of Juanito Ang, representing Sunrise Marketing (Bacolod), Inc. (SMBI), in a derivative suit against spouses Roberto and Rachel Ang.
• The primary issue pertains to the nature of the complaint, whether it qualifies as a derivative suit under the Interim Rules of Procedure for Intra-Corporate Controversies.

The Facts

• SMBI is a corporation owned by the Ang family with specific stockholdings distributed among Juanito Ang, Anecita Ang, Jeannevie Ang, Roberto Ang, and Rachel Ang.
• Nancy Ang and Theodore Ang provided a loan of $1,000,000.00 to assist in settling SMBI's obligations, which was issued without a formal loan agreement due to familial ties.
• The loan's usage included purchasing properties for SMBI and the Ang family.
• In 2005, SMBI increased its authorized capital stock, but Juanito claimed this was done in violation of the Corporation Code due to a lack of proper board meetings.
• A series of events ensued, including a demand letter sent to the Angs for the repayment of the loan, which led to Juanito execu...continue reading