Case Summary (G.R. No. 194578)
Procedural Background
The case involves a Petition for Review that challenges the February 5, 2015 Decision and the January 30, 2017 Resolution of the Court of Appeals (CA), which dismissed a Complaint for Distribution/Settlement of Shares of Stock and Injunction filed by the petitioners. The original complaint also sought several temporary restraining orders and was filed against Cecilia Que Yabut and Geminiano, among others. The CA ruled that the heirs of the late Que Pei Chan, who owned shares in Carlque, were indispensable parties that should have been included in the case.
Ownership and Share Distribution
Carlque has an authorized capital stock of 75,000 shares, of which 15,000 are subscribed and paid up. The shares are held approximately equally between two factions: Geminiano and his group hold 7,030 shares, while Ana Maria and her associates own 7,032 shares. However, the remaining 938 shares, known as QPC shares, are owned by the deceased Que Pei Chan. These shares were not included in Carlque's General Information Sheet (GIS) for 2011 and 2012, leading to disputes regarding their status.
Events Leading to Complaint
In January 2013, Cecilia, acting as Corporate Secretary, called for an annual stockholders' meeting. Ana Maria requested a postponement until the missing QPC shares, which she claimed were unaccounted for, could be addressed to prevent conflict. Following this, Ana Maria and others filed a complaint to prevent the scheduled meeting from pushing through until the status of the QPC shares was resolved.
Arguments and Initial Court Rulings
The respondents, led by Geminiano, claimed the complaint was filed merely to harass them and sought its dismissal on the grounds of nuisance. They argued that since the Heirs of Que Pei Chan were not included as parties, the court could not resolve the issues concerning the QPC shares. The Regional Trial Court (RTC) ruled in favor of the petitioners, determining that the complaint raised genuine issues that warranted consideration, and ordered the production of corporate documents relevant to the case.
Court of Appeals Decision
The CA reversed the RTC's decision, nullifying the order and dismissing the complaint on several grounds, primarily the failure to include the Heirs of Que Pei Chan as indispensable parties. The CA also noted that because the annual stockholders' meeting did not occur, the petitioners' cause of action had become moot.
Petitioner’s Arguments
In their petition, the petitioners argued that the CA erred in its decision. They contended that their case was not a nuisance suit and that the non-joinder of the Heirs of Que Pei Chan did not warrant the dismissal of their complaint. They further asserted that the issue concerning the ownership of the QPC shares remained unresolved, despite the mootness of the annual meeting.
Respondent’s Position
The respondents maintained that the complaint was justly dismissed as it did not initiate an actual controversy and further argued that the QPC shares were merely omitted from the GIS and were not missing. They also contested the petitioners' claims regarding the necessity of the Heirs being part of the proceedings.
Court's Analysis on Indispensable Parties
The court affirmed the CA's designation of the Heirs as indisp
...continue readingCase Syllabus (G.R. No. 194578)
Case Overview
- This case involves a Petition for Review filed by Ana Maria Que Tan and others (Petitioners) against Geminiano Que Yabut III and others (Respondents), contesting the Decision and Resolution of the Court of Appeals (CA) that dismissed their complaint regarding the distribution and settlement of shares of stock and injunction related to Carlque Plastic, Inc. (Carlque).
- The CA's ruling nullified an earlier decision by the Regional Trial Court (RTC) that allowed the Petitioners' complaint to proceed.
Antecedents
- The parties are stockholders in Carlque, which has an authorized capital stock of 75,000 shares, with only 15,000 shares subscribed and paid up.
- The distribution of shares among stockholders is contested, particularly concerning 938 shares (QPC shares) owned by the late Que Pei Chan.
- Ana Maria and her group own a total of 7,032 shares, while Geminiano and his group hold 7,030 shares.
Initial Proceedings
- A notice for the annual stockholders' meeting was issued by Cecilia Que Yabut, the Corporate Secretary, to be held on January 26, 2013.
- Ana Maria sought to postpone the meeting, alleging that the QPC shares were missing and needed to be accounted for.
- A complaint was filed by Ana Maria and her group for distribution, settlement of shares, and injunction against the scheduled meeting, without including the