Case Summary (G.R. No. 224189)
Background of the Case
BNII-PH, incorporated on August 11, 2003, specializes in developing storage solutions, and is wholly owned by BNI-US. A Service Agreement established that all proprietary rights developed by BNII-PH belong to BNI-US. Key aspects of the agreement include the licensing of intellectual property and restrictions on the disclosures of proprietary information.
Events Leading to Legal Dispute
The conflict began on June 10, 2013, when BNI-US allegedly removed the board of directors and officers of BNII-PH, leading to a series of appointments and resignations. This included Bruce directing employees not to disclose proprietary information and appointing Cunanan as Officer-in-Charge. A struggle for control ensued among competing factions within BNII-PH, notably between the Bruce Group and the Sante Group, which was marked by conflicting appointments and claims to authority.
Allegations and Counterclaims
On September 3, 2013, BNII-PH, led by Bruce, filed a case to nullify the meeting that elected new board members. Concurrently, the parties experienced contractual disputes over the financial obligations outlined in the Service Agreement. The petitioners accused respondents of tortious interference with their rights and sought injunctive relief.
Proceedings at the Regional Trial Court
The RTC denied motions to dismiss presented by Cunanan and Ong on claims of lack of jurisdiction and asserted that the case involved allegations that were purely civil in nature, different from an intra-corporate dispute. Following this, the respondents filed a petition for certiorari with the Court of Appeals (CA).
Ruling of the Court of Appeals
The CA overturned the RTC's decision, declaring that the case fell under the jurisdiction of a commercial court due to its intra-corporate nature. The CA argued that the conflict would affect the rights and responsibilities of corporate officers, founding its decision on the notion that any adjudication would inherently affect the ongoing intra-corporate dispute.
Supreme Court Ruling
The Supreme Court reversed the CA's ruling, asserting that the complaint involved a purely civil matter and determined that there was no valid intra-corporate relationship between the parties. The Court stressed that the nature of the controversy was centered on tortious interference and quasi-delict under the
...continue readingCase Syllabus (G.R. No. 224189)
Background of the Case
- The case involves a Petition for Review on Certiorari under Rule 45 of the Rules of Court filed by Bitmicro Networks, Inc. (BNI-US), Bitmicro Networks International, Inc. (BNII-PH), and several individuals against Gilberto Cunanan and Jermyn Ong.
- The petition challenges the Decision dated September 17, 2015, and the Resolution dated April 15, 2016, of the Court of Appeals in CA-G.R. SP No. 138521.
Incorporation and Business Operations
- BNII-PH was incorporated on August 11, 2003, by Rey H. Bruce and others, focusing on developing various storage solutions like flash disks and solid state disks.
- BNI-US owns all shares of BNII-PH, with the latter operating under a Service Agreement stipulating that all proprietary information developed is owned exclusively by BNI-US.
Events Leading to the Dispute
- On June 10, 2013, BNI-US authorized the removal of the entire Board of Directors of BNII-PH.
- A series of maneuvers followed, including Bruce’s directive to employees to protect proprietary information and the appointment of Cunanan as Officer-in-Charge.
- Ong resigned from BNII-PH, and subsequent events led to a conflict over the authority and management of BNII-PH.
Actions Taken by the Parties
- On September 3, 2013, BNII-PH, led by Bruce, filed a complaint to nullify a Joint Special Meeting that allegedly invalidated the Bruce Group's authority.
- The financial disputes emerged regarding BNI-US's compliance with the Service Agreeme