Case Summary (G.R. No. 143264)
Petitioners and Respondents
Petitioners: Lisam Enterprises, Inc., represented by Lolita A. Soriano; and Lolita A. Soriano in her personal capacity
Respondents: Banco de Oro Unibank, Inc.; Lilian S. Soriano; Estate of Leandro A. Soriano, Jr.; Register of Deeds of Legaspi City; and Notary Public Jesus L. Sarte
Key Dates
– March 28, 1996: Date of alleged fraudulent real estate mortgage over LEI property for a ₱20 million loan.
– August 13, 1999: Petitioners file complaint for annulment of mortgage with the RTC of Legaspi City.
– November 11, 1999: RTC dismisses petitioners’ complaint.
– May 15, 2000: RTC denies motion for reconsideration and motion to admit amended complaint.
– April 23, 2012: Supreme Court issues its decision under Rule 45 of the Rules of Court.
Applicable Law
– 1987 Philippine Constitution (decision after 1990)
– Rules of Court: Rule 10 (Amendments of Pleadings), Rule 45 (Review on Certiorari)
– Corporation Code and Securities Regulation Code (intra-corporate dispute jurisdiction under RA 8799)
Antecedent Facts
LEI acquired residential land in Legaspi City in 1993. In March 1996, the Spouses Soriano, without board authority and using a falsified board resolution bearing forged signatures, mortgaged the property to PCIB for their personal loan. PCIB allegedly failed to verify the validity of the resolution or signatures. In August 1998, a “Deed of Assumption of Loans” and “Corporate Resolution to Borrow” were likewise executed without proper corporate authorization. Discovery of these irregularities in April 1999 prompted demands for cancellation of the mortgage, which were ignored, leading to concurrent SEC and RTC filings.
Trial Court Proceedings
The RTC granted a temporary restraining order and preliminary injunction but later dismissed the complaint on grounds of:
- Lack of legal capacity of Lolita Soriano as real party in interest.
- Litis pendentia due to the pending SEC suit.
- Failure to state a cause of action.
- Forum shopping in light of an intra-corporate dispute.
It also denied petitioners’ motion to admit an amended complaint, finding the amendment changed the cause of action.
Issues on Appeal
- Whether Lolita Soriano has capacity to sue as real party in interest in a derivative suit.
- Whether the pendency of the SEC case bars the RTC action.
- Whether the original complaint states a cause of action.
- Whether the trial court erred in denying admission of the amended complaint.
- Whether dismissal was appropriate rather than suspension of proceedings pending SEC resolution.
Supreme Court’s Analysis
– Amendments of Pleadings: Under the 1997 Rules, a party may amend once as a matter of right before a responsive pleading; thereafter, amendments require leave of court, which should be liberally granted to serve substantial justice, avoid multiplicity of suits, and decide on merits absent delay or surprise.
– Derivative Suit Requirements (Hi-Yield Realty): (a) Petitioner-plaintiff must be a shareholder at the time of the challenged act; (b) intra-corporate remedies must have been exhausted via demand on the board; (c) the cause of action must inure to the corporation
Case Syllabus (G.R. No. 143264)
Antecedent Facts
- In 1993, petitioner Lisam Enterprises, Inc. (LEI) purchased a residential parcel in Legaspi City covered by TCT No. 37866.
- On March 28, 1996, Lilian S. Soriano and the late Leandro A. Soriano, Jr., purporting to act as LEI’s president and treasurer, obtained a ₱20 million loan from PCIB (now BDO).
- The Spouses Soriano executed a real estate mortgage over LEI’s property using a falsified board resolution and forged signature of corporate secretary Lolita A. Soriano.
- The mortgage was registered in the Registry of Deeds despite obvious irregularities in notarization date and absence of a genuine board authorization.
- In August 1998, a “Deed of Assumption of Loans and Mortgage Obligations and Amendment of Mortgage” was likewise secured from LEI through another falsified corporate resolution.
- Discovery of the fraud occurred in April 1999; demands upon the Spouses Soriano and their estate to clear the lien went unheeded.
- A derivative complaint was filed before the SEC on June 25, 1999.
- Petitioners retained counsel at a fee of ₱100,000 and sought injunctive relief to enjoin a scheduled auction sale set for September 7, 1999.
Complaint and Allegations
- Petitioners sued for Annulment of Mortgage with Prayer for TRO, Preliminary Injunction, and Damages.
- Grounds included lack of board authority, forgery of corporate documents, gross negligence of PCIB in verifying the façade resolution, and the mortgage’s nullity.
- Prayer for moral damages of ₱200,000 for sleepless nights, moral shock, and wounded feelings suffered by petitioner Lolita A. Soriano.
Procedural History
- RTC of Legaspi City issued a TRO on August 25, 1999, and later a preliminary injunction against PCIB’s foreclosure.
- Respondents Lilian S. Soriano and Estate of Leandro A. Soriano, Jr