G.R. No. 170770, 9 January 2013
Vitaliano filed, in his individual capacity and on behalf of FQB+7, Inc. (FQB+7), a Complaint4Ï‚rÎ½l1 for intra-corporate dispute, injunction, inspection of corporate books and records, and damages, against respondents Nathaniel D. Bocobo (Nathaniel), Priscila D. Bocobo (Priscila), and Antonio De Villa (Antonio). To Vitaliano’s knowledge, except for the death of Francisco Q. Bocobo and Alfredo Torres, there has been no other change in the above listings. The Complaint further alleged that, sometime in April 2004, Vitaliano discovered a General Information Sheet (GIS) of FQB+7, dated September 6, 2002, in the Securities and Exchange Commission (SEC) records. This GIS was filed by Francisco Q. Bocobo’s heirs, Nathaniel and Priscila, as FQB+7’s president and secretary/treasurer, respectively
The substantive changes found in the GIS, respecting the composition of directors and subscribers of FQB+7, prompted Vitaliano to write to the “real” Board of Directors (the directors reflected in the Articles of Incorporation), represented by Fidel N. Aguirre (Fidel). In this letter11Ï‚rÎ½l1 dated April 29, 2004, Vitaliano questioned the validity and truthfulness of the alleged stockholders meeting held on September 3, 2002. He asked the “real” Board to rectify what he perceived as erroneous entries in the GIS, and to allow him to inspect the corporate books and records. The “real” Board allegedly ignored Vitaliano’s request.
On September 27, 2004, Nathaniel, in the exercise of his power as FQB+7’s president, appointed Antonio as the corporation’s attorney-in-fact, with power of administration over the corporation’s farm in Quezon Province.12Ï‚rÎ½l1 Pursuant thereto, Antonio attempted to take over the farm, but was allegedly prevented by Fidel and his men. Characterizing Nathaniel’s, Priscila’s, and Antonio’s continuous representation of the corporation as a usurpation of the management powers and prerogatives of the “real” Board of Directors, the Complaint asked for an injunction against them and for the nullification of all their previous actions as purported directors, including the GIS they had filed with the SEC. The Complaint also sought damages for the plaintiffs and a declaration of Vitaliano’s right to inspect the corporate records.
Was the complaint an intra-corporate dispute cognizable by the RTC notwithstanding the dissolution of the corporation?
Thus, to be considered as an intra-corporate dispute, the case: (a) must arise out of intra-corporate or partnership relations, and (b) the nature of the question subject of the controversy must be such that it is intrinsically connected with the regulation of the corporation or the enforcement of the parties’ rights and obligations under the Corporation Code and the internal regulatory rules of the corporation. So long as these two criteria are satisfied, the dispute is intra-corporate and the RTC, acting as a special commercial court, has jurisdiction over it.
It bears reiterating that Section 145 of the Corporation Code protects, among others, the rights and remedies of corporate actors against other corporate actors. The statutory provision assures an aggrieved party that the corporation’s dissolution will not impair, much less remove, his/her rights or remedies against the corporation, its stockholders, directors or officers. It also states that corporate dissolution will not extinguish any liability already incurred by the corporation, its stockholders, directors, or officers. In short, Section 145 preserves a corporate actor’s cause of action and remedy against another corporate actor. In so doing, Section 145 also preserves the nature of the controversy between the parties as an intra-corporate dispute
The dissolution of the corporation simply prohibits it from continuing its business. However, despite such dissolution, the parties involved in the litigation are still corporate actors. The dissolution does not automatically convert the parties into total strangers or change their intra-corporate relationships. Neither does it change or terminate existing causes of action, which arose because of the corporate ties between the parties. Thus, a cause of action involving an intra-corporate controversy remains and must be filed as an intra-corporate dispute despite the subsequent dissolution of the corporation.
*Case Digest by Lowel Dave D. Manuel, JD-4, Andres Bonifacio Law School, S.Y. 2019-2020