Case Summary (G.R. No. 203023)
Relevant Facts
PHC, formerly known as Liberty Mines, Inc., executed a Memorandum of Agreement with PHILCOMSAT in 1995 to increase PHC's authorized capital stock. This agreement included a subscription by PHILCOMSAT for a significant number of shares in PHC. In March 2005, the PCGG requested to defer the listing of PHC's increased capital stock, citing unresolved corporate governance issues due to conflicting claims by different board members of the Philippine Overseas Telecommunication Corporation (POTC) and PHILCOMSAT. Despite PHC’s efforts to resolve these issues and the subsequent recognition by the PCGG of the validity of board meetings in 2007, the PCGG maintained objections to the share listing.
Procedural History
On February 1, 2012, PHILCOMSAT filed a complaint before the Sandiganbayan against the PCGG, seeking to compel the agency to rescind its objection to the listing of PHC's increased capital stock. Following the PCGG's motion to dismiss based on lack of jurisdiction, the Sandiganbayan ruled to grant this motion, determining that the complaint was an intra-corporate dispute, thus falling under the jurisdiction of the Regional Trial Court (RTC) rather than the Sandiganbayan. The Sandiganbayan's decisions were promulgated on May 3, 2012, and August 14, 2012, respectively.
The Sandiganbayan's Ruling
The Sandiganbayan assessed that the nature of the complaint constituted an action for specific performance, attempting to compel the PCGG to withdraw its objection towards a corporate decision. It concluded that the RTC holds exclusive jurisdiction over such matters per Batas Pambansa Bilang 129 as amended by Republic Act No. 7691, thus dismissing the case based on the overlapping jurisdictional issues and the intra-corporate dispute between directors.
Petitioners' Arguments
The petitioners contended that the Sandiganbayan erred in concluding the case involved an intra-corporate dispute since the PCGG is neither a stockholder nor an officer of the involved corporations. They argued that the main issue is not about internal conflicts within the corporation but about the PCGG's alleged misuse of authority in evaluating the stock's eligibility for public listing.
Respondents' Arguments
In response, the PCGG maintained that the complaint indeed falls within the domain of intra-corporate controversies, which are typically adjudicated by the RTC. They emphasized that the PCGG's actions regarding the objection to listing were in defense of the Republic's ownership interests, thus validating its involvement in the matter.
The Court's Ruling
The Court affirmed the Sa
...continue readingCase Syllabus (G.R. No. 203023)
Case Overview
- The case involves a petition for review on certiorari filed by Philippine Communications Satellite Corporation (PHILCOMSAT) and PHILCOMSAT Holdings Corporation (PHC) against the Sandiganbayan and the Presidential Commission on Good Government (PCGG).
- The petitioners contest the Sandiganbayan's Resolution dated May 3, 2012, which dismissed their complaint in Civil Case No. SB-12-CVL-0001, and the subsequent Resolution dated August 14, 2012, which denied their motion for reconsideration.
Facts of the Case
- PHC is a domestic corporation listed on the Philippine Stock Exchange (PSE). It was formerly known as Liberty Mines, Inc. (LMI) and was engaged in oil exploration and development.
- On September 13, 1995, a Memorandum of Agreement was signed between Oliverio G. Laperal (Chairman of LMI) and Honorio Poblador III (President of PHILCOMSAT) to enable PHILCOMSAT to gain controlling interest in LMI through an increase in capital stock.
- A Supplemental Memorandum of Agreement, dated June 24, 1996, reiterated the increase of LMI's capital stock from six billion shares to 100 billion shares.
- In 1997, LMI was renamed PHC and amended its primary purpose to become a holding company, leading to an application for listing its shares with the PSE.
- On March 1, 2005, the PCGG requested the PSE to suspend the listing of the increased capital stock of PHC due to conflicts between the board of directors of the Philippine Overseas Telecommunication Corporation (POTC) and PHILCOMSAT.
- The PSE referred the matter to its General Counsel for further examination of disqualifications for listing.
- In November 2007, new government nominees were appointed to the boards of POTC and PHILCOMSAT after a special stockholders' meeting.
- The PCGG issued a resolution recognizing the validity of the stockhol