Case Summary (G.R. No. L-47536)
Petitioner’s Allegations
On October 10 and 17, 1977, Quasha filed complaints with the SEC challenging the legality, equity, and morality of the Manila Polo Club's Amended Articles of Incorporation and By-Laws. The petitioner claimed that the amendments would permit the members to inappropriately acquire the club's property without fair compensation. He highlighted that the club's assets, including 25 hectares of prime real estate in Makati valued at approximately ₱200 million and additional buildings and facilities worth ₱20 million, would unjustly enrich approximately 2,000 members who would acquire proprietary shares for merely ₱12,500 each. The petitioner argued that the amendments had not received the requisite two-thirds vote needed for adoption.
Respondent Actions and Commission Response
In response to the complaints, the Manila Polo Club issued notices on October 25, 1977, indicating a deadline of December 28 for members to purchase proprietary shares. The SEC called for a meeting on October 28 to address the request for injunctive relief, during which both parties submitted their arguments. Despite the petitioner's urgent requests for a restraining order, the SEC’s hearing officer, on December 22, denied the request, stating insufficient support for the need for such relief and finding that a full hearing on merits had not been pursued.
Petition to the Court
Following the SEC's order, Quasha filed a petition with the Supreme Court on December 23, 1977, alleging a violation of due process and asserting that the SEC had prematurely adjudicated significant issues without a comprehensive hearing. The Court issued a restraining order against the club’s sale of proprietary shares on December 27, 1977.
Arguments of Respondents
The SEC and the Manila Polo Club contested the petitioner's claims, asserting that he had not exhausted all administrative remedies and denying any prejudgment regarding the merits of the case. They argued that the denial of injunctive relief was appropriate, as the SEC’s ruling did not preclude further adjudication of the main case and that the petitioner could still purchase a proprietary share under protest, preserving his rights.
Analysis of Voting and Membership Dispute
The club contended that the amendments were approved by more members than required. A disparity emerged regarding the number of eligible voting members, with the petitioner asserting there were 2,404 members, while the club claimed only 1,504 were eligible. The club claimed that over 1,550 members had already purchased shares before the restraining order.
Court's Resolution
The Supreme Court resolved to lift the temporary restraining order and remand the case to the SEC for a full trial. It acknowledged the urgency of the m
...continue readingCase Syllabus (G.R. No. L-47536)
Case Overview
- Court Reference: G.R. No. L-47536
- Date of Resolution: May 31, 1978
- Petitioner: William H. Quasha
- Respondents: Securities and Exchange Commission and Manila Polo Club, Inc.
- Nature of the Case: The case revolves around the legality of amendments to the Articles of Incorporation and By-Laws of the Manila Polo Club, Inc., which would convert the club into a proprietary club.
Background of the Case
- Petitioner's Actions: On October 10 and October 17, 1977, the petitioner filed complaints and ongoing opposition against the Manila Polo Club's proposed amendments to its Articles of Incorporation and By-Laws.
- Allegations: The petitioner contended that the amendments were illegal, inequitable, and immoral, claiming:
- The amendments would enable members to unjustly appropriate the club’s assets, valued at approximately P200 Million for real estate and P20 Million for facilities.
- The conversion would allow around 2,000 members to enrich themselves unfairly by paying only P12,500 for proprietary membership.
- The amendments had not been duly adopted by the required two-thirds majority vote.
Respondent's Position
- Club's Notice: The Manila Polo Club issued notices on October 25, 1977, allowing members to purchase proprietary shares by December 28, 1977, under specific payment terms, including a down payment and installment options.
- Commission's Order: The Securities and Exchange Commission (SEC) scheduled a hearing for October 28, 1977, to address the petitioner's request for injunctive relief.