Case Summary (G.R. No. 92163)
Petitioners
Makati Stock Exchange, Inc. and its directors Ma. Vivian Yuchengco, Adolfo M. Duarte, Myron C. Papa, Norberto C. Nazareno, George Uy-Tioco, Antonio A. Lopa, Ramon B. Arnaiz, Luis J.L. Virata, and Antonio Garcia, Jr.
Respondent and Substitution
Original petitioner before the SEC was Miguel V. Campos, substituted by his surviving spouse Julia Ortigas vda. de Campos upon his death on May 7, 2001, by resolution of this Court dated October 24, 2001.
Key Dates
• February 10, 1994: SEC Case No. 02-94-4678 filed by Campos before SEC’s SICD.
• June 3, 1993: MKSE Board resolution allegedly depriving Campos of IPO rights.
• February 14 & March 10, 1994: SICD orders granting TRO and preliminary injunction in favor of Campos.
• May 31 & August 14, 1995: SEC en banc nullified SICD’s injunction and denied motion to dismiss.
• February 11, 1997 & May 18, 1999: Court of Appeals granted Campos’s certiorari petition and denied reconsideration.
• April 16, 2009: Decision by this Court.
Applicable Law
1987 Philippine Constitution; Securities Regulation Code; Revised Rules of Court (Rule 2, Sec. 2; Rule 45); Civil Code provisions on causes of action and obligations (Arts. 1156–1157).
Factual Background
Campos alleged that a 1989 amendment to MKSE’s Articles of Incorporation created the honorary position of Chairman Emeritus in his favor and that by custom, all members equally receive IPO allocations at offering price. He claimed the June 3, 1993 board resolution arbitrarily discontinued his share of IPOs, causing financial injury.
Procedural History Before the SEC
Campos filed a petition with SICD for nullification of the June 3, 1993 resolution, delivery of shares, and damages. SICD issued a TRO and preliminary injunction. Petitioners sought certiorari relief before the SEC en banc, challenging both injunction and denial of their motion to dismiss. The SEC en banc annulled SICD orders and dismissed Campos’s petition for failure to state a cause of action.
Court of Appeals Proceedings
Campos elevated the SEC en banc orders to the Court of Appeals via certiorari. On February 11, 1997, the appellate court granted relief, setting aside the SEC en banc rulings. Motion for reconsideration was denied on May 18, 1999, prompting the present appeal under Rule 45.
Issue
Whether the petition in SEC Case No. 02-94-4678 stated a cause of action by alleging a legally enforceable right and its correlative obligation, sufficient to maintain relief.
Legal Analysis
A cause of action requires (1) a legal right of the plaintiff, (2) a corresponding obligation of the defendant, and (3) an act or omission violating that right. When testing sufficiency, allegations are hyp
...continue readingCase Syllabus (G.R. No. 92163)
Title and Citation
- 603 Phil. 121, Third Division
- G.R. No. 138814, April 16, 2009
- Petitioners: Makati Stock Exchange, Inc., Ma. Vivian Yuchengco, Adolfo M.-Duarte, Myron C. Papa, Norberto C. Nazareno, George Uy-Tioco, Antonio A. Lopa, Ramon B. Arnaiz, Luis J.L. Virata, Antonio Garcia, Jr.
- Respondent: Miguel V. Campos, substituted by Julia Ortigas vda. de Campos
Facts of the Case
- On February 10, 1994, respondent filed SEC Case No. 02-94-4678 with the Securities, Investigation and Clearing Department (SICD) of the SEC.
- He prayed for:
- Nullification of the June 3, 1993 MKSE Board Resolution depriving him of equal participation in Initial Public Offerings (IPOs).
- Delivery of the IPO shares at offering price.
- Payment of ₱2 million moral damages, ₱1 million exemplary damages, and ₱500,000 attorney’s fees.
- SICD issued a Temporary Restraining Order on February 14, 1994, and a Writ of Preliminary Injunction on March 10, 1994 enjoining enforcement of the June 3, 1993 Resolution.
Procedural History
- Petitioners filed a Petition for Certiorari with SEC en banc (SEC-EB No. 393) to annul the preliminary injunction; also moved to dismiss respondent’s Petition (grounds: mootness from MKSE license cancellation, lack of SICD jurisdiction, failure to state cause of action).
- SICD denied the Motion to Dismiss on May 4, 1994; petitioners filed another certiorari (SEC-EB No. 403).
- In SEC-EB No. 393, Order of May 31, 1995: SEC en banc nullified the March 10, 1994 preliminary injunction.
- In SEC-EB No. 403, Order of August 14, 1995: SEC en banc annulled the May 4, 1994 denial of the motion to dismiss and dismissed respondent’s Petition for failure to state a cause of action.
- Respondent filed Petition for Certiorari with the Court of Appeals (CA-G.R. SP No. 38455).
- CA Decision dated February 11, 1997 granted respondent’s petition and set aside the SEC en banc orders; motion for reconsideration denied May 18, 1999.
- Respondent died May 7, 2001; substituted by Julia Ortigas vda. de Campos pursuant to Resolution of October 24, 2001.
Issue Presented
- Whether the SEC en banc gravely abused its discretion in dismissing respondent’s Petition for failure to state a cause of action, and whether the Court of Appeals erred in annulling those dismissals and remanding the