Case Summary (G.R. No. 136978)
Factual Background
GD Express is a corporation established under Dutch law, succeeding the earlier corporation, TNT Limited, which entered into a joint venture with the Philippine Aerospace Development Corporation (PADC) in 1990 to create Air Philippines Corporation (APC). APC later changed its name to Pacific East Asia Cargo Airlines, Inc. (PEAC). The agreement stipulated an 80-20 shareholding split between PADC and TNT, respectively. In April 1993, TNT transferred its shares in PEAC to GD Express.
Dispute and Litigation Initiation
In October 1996, following the issuance of the Asset Specific Bidding Rules (ASBR) by the Asset Privatization Trust (APT), Filchart Airways emerged as the highest bidder for PADC's 80% stake in PEAC. GD Express raised concerns about Filchart's adherence to contractual obligations, prompting it to file Civil Case No. 96-1675 in the Regional Trial Court (RTC) of Makati to seek specific performance and to maintain the status quo.
Developments in the Civil Case
While Civil Case No. 96-1675 was ongoing, PADC executed a deed of absolute sale of its shares in PEAC to Filchart on March 4, 1997. GD Express amended its complaint to nullify this transfer and sought a temporary restraining order (TRO). Filchart opposed the TRO, asserting that the matter fell under SEC jurisdiction.
SEC Proceedings
Filchart subsequently filed a petition with the SEC, aiming to appoint a management committee for PEAC and to declare certain provisions of the joint venture agreement and PEAC’s by-laws void. GD Express and Amihan filed a motion to dismiss the SEC petition, alleging forum shopping and lack of capacity of Filchart, which the SEC Hearing Officer denied. The SEC en banc affirmed these decisions.
Appeal and Grounds for Review
Petitioners appealed to the Court of Appeals, contending that the SEC had no jurisdiction, as Filchart's status as a shareholder had not been established. They argued that the intra-corporate nature of the dispute should preclude SEC from acting while Civil Case No. 96-1675 was unresolved. The Court of Appeals upheld the SEC's jurisdiction, leading to GD Express's petition for review.
Jurisdictional Transfer and Its Implications
During the pendency of this petition, Republic Act No. 8799 reallocated jurisdiction over intra-corporate controversies from the SEC to the RTCs. The Supreme Court noted that this transfer rendered the specific actions taken by the SEC moot but did not resolve the broader jurisdictional issues relating to concurrent proceedings.
Analysis of Concurrent Jurisdiction Issues
The Court recognized that the issues presented in the SEC case and Civil Case No. 96-1675 were intertwined. The petition argued the need for collateral resolution of disputes concerning share transfer and the validity of stockholder rights. Petitioners maintained that a division of jurisdic
...continue readingCase Syllabus (G.R. No. 136978)
Case Overview
- The case involves a petition for review on certiorari under Rule 45 of the 1997 Rules of Civil Procedure.
- Petitioners are GD Express Worldwide N.V. and Amihan Management Services, Inc.
- Respondents include the Court of Appeals, the Securities and Exchange Commission (SEC), Hearing Officer Rosita R. Guerrero, and Filchart Airways, Inc.
- The petition challenges the Court of Appeals' decision to maintain jurisdiction over a petition filed by Filchart before the SEC.
Factual Background
- GD Express, a corporation from the Netherlands, originally entered into a joint venture with Philippine Aerospace Development Corporation (PADC) to form a domestic corporation for air freight operations.
- The joint venture stipulated that PADC would own 80% of the shares while TNT (GD Express's predecessor) would own 20%.
- The joint venture led to the creation of Air Philippines Corporation (which was later renamed Pacific East Asia Cargo Airlines, Inc. or PEAC).
- GD Express took over TNT's shares in PEAC and contracted Amihan for its operations.
- In 1994, the Philippines' government initiated the privatization of PADC's shares in PEAC, leading to a bidding process in which Filchart emerged as the highest bidder.
Legal Proceedings
- GD Express filed Civil Case No. 96-1675 against PADC and APT, seeking specific performance to honor the joint venture agreements and to maintain the status quo.
- Meanwhile, Filchart initiated SEC Case No. 08-97-5746, seeking to appoint a management committee for PEAC and nullify c