Case Summary (G.R. No. 169345)
Factual Background
The dispute began when respondents sent a letter to petitioner Dee Ping Wee on April 16, 2004, requesting access to corporate records and financial statements from the corporations. The petitioners replied with conditions, leading to the respondents filing complaints in the Regional Trial Court (RTC) for access to the requested documents. The RTC ruled in favor of the respondents in multiple cases, confirming their rights as stockholders to inspect corporate records under Sections 74 and 75 of the Corporation Code.
Procedural Antecedents
The petitioners challenged the RTC's decisions through separate petitions for certiorari in the Court of Appeals, arguing that the RTC erred without merit and that the rights to inspect documents could be denied for several reasons, including lack of good faith and the legitimacy of purpose. The Court of Appeals, however, upheld the RTC's decision regarding the inspection rights, leading the petitioners to file for a Motion to Quash Writ of Execution related to the enforcement of the court's decisions.
Court of Appeals Rulings
The Court of Appeals dismissed the petitions for certiorari, affirming the RTC's decisions. It determined that the petitioners had not adequately shown any grievous abuse of discretion by the RTC and that the resolutions were rendered based on existing law. The appellate court clarified that any subsequent demand for inspection must establish legitimacy, which was the burden of the corporation.
Legal Issues Raised by Petitioners
The substantial argument raised by petitioners revolved around whether decisions from previous cases concerning other corporations constituted a "supervening event" that warranted suspending the execution of the RTC's ruling. Petitioners contended that because similar issues raised against different corporations had been ruled upon, that should have had implications for the current case with Marcel Trading Corporation.
Supreme Court Findings
The Supreme Court determined that there was no merit in the petitioners' arguments. It ruled that the decisions in the previous cases did not alter the substantial findings related to the rights of inspection over Marcel Trading Corporation. The Court underscored that supervening events pertain to facts transpiring post-judgment and maintained that the rights of stockholders to inspec
...continue readingCase Syllabus (G.R. No. 169345)
Overview of the Case
- The case is a Petition for Review on Certiorari under Rule 45 of the Rules of Court.
- Petitioners are seeking to reverse the Resolutions of the Court of Appeals dated June 29, 2005, and August 18, 2005.
- The case stems from the denial of the petitioners' request for a Writ of Preliminary Injunction and/or a Temporary Restraining Order, concerning an Order from the Regional Trial Court (RTC) of Quezon City.
Parties Involved
- Petitioners:
- Dee Ping Wee
- Araceli Wee (spouse of Dee Ping Wee)
- Marina U. Tan
- Respondents:
- Lee Hiong Wee (brother of Dee Ping Wee)
- Rosalind Wee (spouse of Lee Hiong Wee)
Background and Context
- Petitioners were majority stockholders in three corporations:
- Marcel Trading Corporation
- Marine Resources Development Corporation
- First Marcel Properties, Inc.
- Respondents were minority stockholders in these corporations.
- On April 16, 2004, respondents demanded the inspection of corporate records and financial statements from the petitioners.
Correspondence Between the Parties
- Respondents' demand letter requested access to corporate records for inspection on April 26, 2004, and sought financial statements for the years ended 2002 and 2003.
- Petitioners responded on April 22, 2004, stating conditions for compliance which included the provision of financial reports from another corporation linked to the respondents.
Legal Proceedings Initiated by Respondents
- Due to the petitioners' refusal to comply with the demand, respondents filed three separate complaints in the RTC for the inspection of corporate books.
- The complaints were filed under Civil Cases No. Q-04-091, Q-04-092, and Q-04-093.