Case Summary (G.R. No. 87135)
Facts and Procedural History
Premiere Financing Corporation, operating with an expired permit and under alleged fraudulent intent, accepted a P50,000 placement from Magalad. The company issued a receipt and two post-dated checks totaling P51,079, which the drawee bank dishonored due to insufficient funds. Magalad demanded cash replacement, which Premiere refused without valid reason, causing Magalad emotional distress and financial loss. Consequently, Magalad hired counsel, agreeing to pay 20% of the amount due as attorney’s fees. She filed a complaint for damages and sought preliminary attachment with the RTC. Premiere failed to answer, leading the RTC to declare it in default and subsequently render a judgment ordering Premiere to pay the principal, interest, moral and exemplary damages, attorney’s fees, and costs.
RTC Decision and Premiere’s Motion for Reconsideration
The RTC found that Premiere acted fraudulently, as Magalad had sufficiently established the claim and Premiere failed to present contrary evidence. The court granted Magalad's claim and awarded damages accordingly. Premiere filed a motion for reconsideration arguing that the SEC had exclusive jurisdiction over the matter, invoking the corporation’s state of suspension of payments. The RTC denied this motion, and Premiere appealed to the Court of Appeals (CA). The CA initially dismissed the appeal due to failure to file a brief but later admitted Premiere’s brief and subsequently certified the case to the Supreme Court due to the legal question involved concerning jurisdiction.
Jurisdictional Issue: RTC vs. SEC
The crux of the appeal is whether the RTC or the SEC had jurisdiction to hear the dispute. Magalad contended the RTC’s jurisdiction over the ordinary action for damages, while Premiere claimed the SEC’s original and exclusive jurisdiction under Presidential Decree No. 902-A (and its amendments). The Court examined the pertinent provisions of P.D. No. 902-A, particularly Sections 3 and 5, which confer upon the SEC absolute jurisdiction and supervisory powers over corporations holding government franchises or permits, as well as original and exclusive jurisdiction over cases involving fraud and misrepresentation detrimental to the public or corporate stakeholders.
Application of Presidential Decree No. 902-A
The Court emphasized that the SEC’s jurisdiction is not limited by the presence of a money claim but extends to controversies involving fraud committed by corporations registered under its supervision. The complaint against Premiere alleged fraud and misrepresentation detrimental to the public, which falls squarely within the SEC’s jurisdiction. The law explicitly grants the SEC jurisdiction over disputes involving (a) a corporation and the public, (b) a corporation and its stockholders or officers, (c) a corporation and the State regarding its franchise or license, or (d) among stockholders or partners. Premiere’s fraudulent acts induced public harm, thus engaging the SEC’s regulatory and adjudicative mandate.
Effect of License Expiration and Rehabilitation Receiver Appointment
The fact that Premiere’s permit to engage in financing had expired does not divest the SEC of jurisdiction. The SEC appointed a Rehabilitation Receiver for Premiere and ordered suspension of all pending claims in courts pursuant to Section 6(c) of P.D. No. 902-A, further solidifying its exclusive control over corporate rehabilitation and creditor claims. This supports the conclusion that the SEC’s jurisdiction is primary and exclusive in cases involving companies under receivership or rehabilitation, as in this case.
Distinction from Prior Jurisprudence
The Court distinguished this case from previous rulings such as DMRC v. Este del Sol and Union Glass & Container Corp. v. SEC, where juri
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Nature and Procedural History of the Case
- The case originated from an appeal initially filed with the Court of Appeals but was certified to the Supreme Court due to purely legal questions involving jurisdiction.
- The Regional Trial Court (RTC), Branch LXXXV, Quezon City, rendered a decision dated May 22, 1984, in Civil Case No. Q-40392, ordering Premiere Financing Corporation (Premiere) to pay Alma Magalad (Magalad):
- P50,000.00 principal plus legal interest from September 12, 1983 until full payment.
- P10,000.00 for moral and exemplary damages.
- P5,000.00 attorney’s fees.
- Costs of suit.
- Premiere moved for reconsideration on jurisdictional grounds citing SEC's exclusive jurisdiction.
- RTC denied the motion; Premiere appealed to the Court of Appeals.
- The Court of Appeals initially dismissed the case for failure to file a brief, later admitted the brief upon reconsideration, and ultimately certified the case to the Supreme Court for resolution of jurisdictional issues.
Factual Background
- Premiere, engaged in soliciting money market placements, operated with an expired permit to issue commercial papers as of September 12, 1983.
- Premiere induced Magalad to invest P50,000.00 at 22% interest per annum, issuing a receipt and two post-dated checks totaling P51,079.00, along with an assignment of a receivable from a third party.
- The checks were dishonored due to insufficient funds.
- Premiere refused to replace dishonored checks despite demands.
- Magalad experienced severe mental anguish and anxiety as her investment was her sole family support – referring to it as "blood money."
- She secured counsel agreeing to pay attorney’s fees amounting to 20% of the amount due.
- Magalad filed a complaint for damages and sought writ of preliminary attachment with the RTC, which declared Premiere in default after failure to answer.
- Default judgment was rendered in favor of