Case Summary (G.R. No. 202664)
Petitioner
Manuel Luis C. Gonzales and Francis Martin D. Gonzales, minority stockholders claiming to have fully paid for their subscribed shares.
Respondents
GJH Land, Inc. (formerly S.J. Land, Inc.); Chang Hwan Jang (a.k.a. Steve Jang); Sang Rak Kim; Mariechu N. Yap; Atty. Roberto P. Mallari II.
Key Dates
• February 1, 2010 – Petitioners purportedly purchase shares from S.J. Global, Inc.
• July 29, 2011 – Respondent corporation offers unpaid shares for sale.
• August 2, 2011 – Complaint filed in RTC of Muntinlupa City (Branch 276).
• April 17, 2012 and July 9, 2012 – Branch 276 dismisses complaint and denies reconsideration.
• November 20, 2015 – Supreme Court decision.
Applicable Law
• 1987 Philippine Constitution, Arts. VIII(2), (5), (6) – congressional and Supreme Court powers.
• Republic Act No. 8799 (Securities Regulation Code), § 5.2 – transfer of SEC jurisdiction to RTCs.
• A.M. No. 00-11-03-SC and A.M. No. 03-03-03-SC – Supreme Court designations of Special Commercial Courts.
• Batas Pambansa Blg. 129, § 19(6) – RTCs as courts of general jurisdiction.
Factual Background
Petitioners subscribed to and fully paid for shares in S.J. Land, Inc. but in May and July 2011 received notice of alleged unpaid subscriptions and an offer to sell their shares as unpaid. They sought a temporary restraining order, preliminary injunction, status quo order, and damages.
RTC Ruling
Branch 276, not designated as a Special Commercial Court, initially granted a TRO and writ of preliminary injunction. Respondents moved to dismiss for lack of subject-matter jurisdiction, asserting that intra-corporate disputes fall within the exclusive jurisdiction of designated Special Commercial Courts (Branch 256). Branch 276 granted the motion, dismissing the case, and denied reconsideration, citing Calleja v. Panday.
Petitioners’ Reconsideration
Petitioners argued the raffle to Branch 276 was beyond their control, they had paid substantial filing fees, and that the RTC should have transferred rather than dismissed the case under RA 8799 and related Supreme Court designations.
Issue Before the Supreme Court
Whether Branch 276 erred in dismissing Civil Case No. 11-077 for lack of jurisdiction, given the case’s character as an intra-corporate dispute properly filed in the official station of the Special Commercial Court.
Supreme Court Analysis – Subject-Matter vs Exercise of Jurisdiction
The Court distinguished between jurisdiction conferred by law (subject matter) and procedural incidents of exercising that jurisdiction. Jurisdiction over SEC cases enumerated in P.D. 902-A was transferred by RA 8799, § 5.2, to RTCs as courts of general jurisdiction. The Supreme Court’s designation of specific RTC branches as Special Commercial Courts under its administrative and procedural rule-making powers does not confer or limit substantive jurisdiction.
Supreme Court Analysis – Interpretation of Section 5.2, RA 8799
Section 5.2 vests jurisdiction in all RTCs (“Courts of general jurisdiction or the appropriate Regional Trial Court”), subject only to the Supreme Court’s power “to designate” which branches will “exercise” that jurisdiction for efficiency. The legislature, not the Supreme Court, has the exclusive power under the 1987 Constitution to define and apportion court jurisdiction.
Supreme Court Analysis – Procedural Error and Transfer Protocol
The case was correctly filed in the RTC of Muntinlupa City—the designated station for Special Commercial Court cases—but was wrongly raffled to Branch 276 instead of Branch 256, the sole designated Special Commercial Court. This mis-assignment was procedural and should have been remedied by transfer, not dismissal.
Supreme Court Ruling
The Supreme Court held that Branch 276 had acquired jurisdiction over the subject matter upon filing. The error in raffle was procedural only. Accordingly, the Orders of April 17 and July 9, 2012 dismissing the case were reversed and set aside.
Disposition and Guidelines
Civil Case No. 11-077 is referred to the Execut
Case Syllabus (G.R. No. 202664)
Facts
- On August 4, 2011, petitioners Manuel Luis C. Gonzales and Francis Martin D. Gonzales filed a Complaint for Injunction with prayers for status quo order, three-day and twenty-day temporary restraining orders, and a writ of preliminary injunction with damages (Civil Case No. 11-077), against respondents GJH Land, Inc. (formerly S.J. Land, Inc.), Chang Hwan Jang, Sang Rak Kim, Mariechu N. Yap, and Atty. Roberto P. Mallari II.
- Petitioners claimed they had fully paid subscriptions for 295,116 shares of S.J. Land, Inc. as recorded in the corporation’s books, yet respondents offered those same shares for sale to stockholders on July 29, 2011.
- Fearing irreparable damage, petitioners sought to enjoin the sale of the disputed shares pending resolution on the merits.
RTC Proceedings
- Civil Case No. 11-077 was raffled to RTC–Muntinlupa City, Branch 276, not designated as a Special Commercial Court.
- On August 9, 2011, Branch 276 issued a temporary restraining order; on August 24, 2011, it granted a writ of preliminary injunction.
- Respondents filed an answer and moved to dismiss for lack of jurisdiction, contending the dispute was an intra-corporate matter exclusively cognizable by the Special Commercial Court (Branch 256) under R.A. 8799.
- On April 17, 2012, Branch 276 granted the motion to dismiss for lack of subject matter jurisdiction.
- Petitioners moved for reconsideration, arguing they could not control the raffle assignment and would lose paid filing fees; Branch 276 denied the motion on July 9, 2012, citing its lack of power to transfer the case.
Issue
- Whether RTC Branch 276 erred in dismissing Civil Case No. 11-077 for lack of jurisdiction over the subject matter.
Ruling
- The Supreme Court granted the petition and reversed the dismissal orders.
- It held that petitioners’ dispute is an