G.R. No. 143264, 23 April 2012
Sometime in 1993, petitioner Lisam Enterprises, Inc. (LEI), in the course of its business operation, acquired by purchase a parcel of residential land with improvement situated at Legaspi City. On or about 28 March 1996, defendant Lilian S. Soriano and the late Leandro A. Soriano, Jr., (Spouses Soriano), in their personal capacity and for their own use and benefit, obtained a loan from defendant PCIB (now BDO) the amount of P20 Million. As security for the payment of the aforesaid credit accommodation, Spouses Soriano, as president and treasurer, respectively of plaintiff LEI, without authority and consent of the board of said plaintiff and with the use of a falsified board resolution, executed a real estate mortgage over the above-described property of plaintiff LEI in favor of defendant PCIB, and had the same registered with the Office of the Registry of Deeds, Legaspi City.
Plaintiff Lolita A. Soriano as Corporate Secretary of plaintiff LEI, had never signed a board resolution nor issued a Secretary’s Certificate to the effect that a resolution was passed and approved by plaintiff LEI, LEI authorizing the Spouses Soriano as president and treasurer, respectively, to mortgage the above-described property of plaintiff LEI neither did she appear personally before a notary public to acknowledge or attest to the issuance of a supposed board resolution issued by plaintiff LEI. That immediately upon discovery, said plaintiff, for herself and on behalf and for the benefit of plaintiff LEI, made demands upon defendants by paying in full their personal indebtedness to defendant However, said defendants continued to ignore said demands, to the damage and prejudice of plaintiffs.
Plaintiffs commenced a derivative suit against defendants Lilian S. Soriano and the Estate of Leandro A. Soriano, Jr., before the Securities and Exchange Commission, for “Fraudulent Scheme and Unlawful Machination with Damages” in order to protect and preserve the rights of plaintiffs, That plaintiffs, in order to seek complete relief from the unauthorized mortgage transaction between the Spouses Soriano and defendant PCIB, were further compelled to institute this instant case to seek the nullification of the real estate mortgage before the RTC.
1. Whether petitioner Lolita Soriano, corporate Secretrary, has a legal capacity to file a derivative suit.
2. Whether the court erred in dismissing the action before RTC, instead of merely suspending the same until the final outcome of the SEC case.
In Hi-Yield Realty, Incorporated v. Court of Appeals, the Court enumerated the requisites for filing a derivative suit, as follows:a) the party bringing the suit should be a shareholder as of the time of the act or transaction complained of, the number of his shares not being material;
b) he has tried to exhaust intra-corporate remedies, i.e., has made a demand on the board of directors for the appropriate relief but the latter has failed or refused to heed his plea; and
c) the cause of action actually devolves on the corporation, the wrongdoing or harm having been, or being caused to the corporation and not to the particular stockholder bringing the suit.
The amended complaint reveal that all the foregoing requisites had been alleged therein. The amended complaint states “that plaintiff Lolita A. Soriano likewise made demands upon the Board of Directors of Lisam Enterprises, Inc., to make legal steps to protect the interest of the corporation from said fraudulent transaction, but unfortunately, until now, no such legal step was ever taken by the Board, hence, this action for the benefit and in behalf of the corporation,”. The amended complaint remedied the defect in the original complaint and now sufficiently states a cause of action.
In Saura case, the petitioners therein, stockholders of a corporation, sold a disputed real property owned by the corporation, despite the existence of a case in the Securities and Exchange Commission (SEC) between stockholders for annulment of subscription, recovery of corporate assets and funds, etc and such case is closely analogous to the present case. The mortgage herein was done without the knowledge of the other stockholders, thus, said stockholders filed a separate case for annulment of mortgage with the mortgagee bank as one of the defendants and against the stockholders who took part in the sale, and the buyer of the property, filing said case with the regular court (RTC). as held in Saura, jurisdiction over said complaint is lodged with the regular courts because the mortgagee bank has no intra-corporate relationship with the stockholders. There can also be no forum shopping, because there is no identity of issues. The issue being threshed out in the SEC case is the due execution, authenticity or validity of board resolutions and other documents used to facilitate the execution of the mortgage, while the issue in the case filed by petitioners with the RTC is the validity of the mortgage itself executed between the bank and the corporation, purportedly represented by the spouses Leandro and Lilian Soriano, the President and Treasurer of petitioner LEI, respectively. Thus, there is no reason to dismiss the complaint in this case.
*Case Digest by April Rose B. Tuanda, JD-IV, Andres Bonifacio Law School, S.Y 2019-2020