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MR. ROBERT CLOSAS

Cases:A. Dissolution

1. Aguirre vs Fob +7, INC2. Vigilla vs Phil. College of

Criminology

Aguirre vs FQB 7 Inc. GR. 170770, January 9, 2013

Facts: • On October 5, 2004, Aguirre filed in his

individual capacity a complaint for intra corporate dispute, injunction, inspection of corporate books and records, and damages against respondent Nathaniel D. Bocobo, Priscila Bocobo and Antonio Bacobo.

• The dispute springs from the GIS that Nathaniel and Priscila submitted to the SEC on September 6, 2002 and the appointment of Antonio by Nathaniel as the corporation’s attorney-in-fact, with the power of administration over the corporation’s farm.


Facts: • The case, docketed as SEC Case No. 04-111077,

was assigned to branch 24 of the RTC of Manila.• Respondents failed, despite notice, to attend

the hearing on Vitaliano’s application for preliminary injunction.

• Thus the RTC granted the application based only on Vitaliano’s testimonial and documentary evidence.

• The respondent filed a motion for an extension to file the pleadings warranted in response to the complaint.


Facts: • The RTC subsequently denied this motion for

being a prohibited pleading under Section 8, Rule 1 of the Interim Rules of Procedure Governing Intra-Corporate Controversies.

• Respondent filed a petition for certiorari in the CA for the annulment of all the proceedings and issuances in the RTC of Manila on the ground that it has no jurisdiction over the subject matter, which they defined as being an agrarian dispute.


Facts: • The CA’s Ruling :1.The RTC committed a grave abuse of discretion when it issued the preliminary injunction to remove the respondents from their positions in the Board of Directors based only on Vitaliano’s self-serving and empty assertions.2. The CA also held that the RTC does not have jurisdiction to entertain an intra-corporate dispute when a corporation is already dissolved


Issue:Whether the RTC has jurisdiction over an intra-

corporate dispute involving dissolved corporation.


Ruling:Board of directors of a dissolved corporation may continue to exercise its powers and act in behalf of the corporation for the limited purpose of winding up and liquidating its corporate affairs. For this reason, issues raised by the stockholder of the dissolved corporation against the board are still covered by the summary rules on intra-corporate disputes. The nature of the case as an intra-corporate dispute was not affected by the subsequent dissolution of the corporation.


Ratio Decidendi:• Jurisdiction over subject matter is conferred by

law.

RA 8799 conferred Jurisdiction over intra-corporate controversies on courts of general jurisdiction or RTCs.

• Speed Distribution , Inc. vs. CA (TWO- TIER Test)1. The Status or relationship of the parties.2. The Nature of the question that is subject to

their controversy.

Facts: • PCC is a non-stock educational institution,

while the petitioners were janitors, janitresses and supervisor in the Maintenance Department of PCC under the supervision and control of Atty. Florante A. Seril, PCC Senior Vice President for Administration.

• However, the petitioners were made to understand upon application with the respondent school that they were under MBMSI, a corporation engage in providing janitorial services to clients, were Atty. Seril is also the president and General Manager of the said corporation.

Vigilla et. al. vs Philippine College of Criminology GR. 200094, June 10, 2013

Facts: • Sometime in 2008, The President of PCC, Mr.

Gregory Bautista, discovered that the Certificate of Incorporation of MBMSI had been revoked as of July 2, 2003.

• The school then revoked and terminated their relationship with MBMSI, resulting to the dismissal of the employees of MBMSI.

• In September 2009, the dismissed employees filed their complaints for illegal dismissal, reinstatement and demands for other benefits against MBMSI, Atty. Seril, PCC and Bautista.


Facts: • The Labor arbiter favored the petitioners

contending that it is the PCC who was actually the one which exercised control over the means and methods of the work of the petitioners, thru Atty. Seril, who was acting, throughout the time in his capacity as Senior VP of PCC, not as the President or GM of MBMSI.

• In February 11, 2011 the NLRC affirmed the decision of LA after finding out that MBMSI is just a labor only contractor. However, on April 28, 2011, it modified their previous decision ruling that their award has been superseded by their respective releases, waivers and quit claims.


Facts: • Aggrieved by the NLRC decision the petitioners

appealed in the CA. However, the appellate court denied the petition and affirm the NLRC decisions in toto.


Issue: • Whether their claims against the respondents

were amicably settled by virtue of the releases, waivers and quitclaims which they had executed in favor of MBMSI.

• Sub- Issue1. Whether the petitioners executed the said releases,

waivers and quitclaims.

2. Whether or not a dissolved corporation can enter into an agreement such as releases, waivers and quit-claims beyond the 3-year winding-up period under section 122 of the Corporation Code.

3. Whether there is labor only contracting agreement.


Vigilla vs Philippine College of Criminology GR. 200094, June 10, 2013

Ruling:• The executed releases, waivers and

quitclaims are valid and binding notwithstanding the revocation of a Certificate of Incorporation. The revocation does not result in the termination of its liabilities.

• What is provided in Sec. 122 of the Corp. Law is that the conveyance to the trustees must be made within the three-year period but there is no time limit within which the trustees must complete a liquidation placed in their hands

Vigilla vs Philippine College of Criminology GR. 200094, June 10, 2013

Ruling:• Furthermore, Sec. 145 of the same law

provides that no liabilities, remedy or right in favor of or against any corporation, its stockholders, members, directors, trustees, or officers, shall be removed or impaired either by the subsequent dissolution of said corporation.

Cases:B. Liquidation

1. Barrameda vs Rural Bank of Canaman

Facts:• Lucia Barrameda Vda. De Ballesteros filed a

complaint for annulment of deed of extrajudicial partition, Deed of Mortgage, and Damages with prayer for preliminary injunction against her children and the Rural Bank of Canaman Inc. before the RTC of Iriga

• During the pre-trial, RBCI’s counsel filed a motion to withdraw after being informed that PDIC would handle the case as RBCI had already been closed and placed under receivership of the PDIC.

Barrameda vs Rural Bank of Canaman GR. 176260, November 24 2010

Facts:• Subsequently, The RBCI, through PDIC, filed a

motion to dismiss on the ground that the RTC of Iriga has no Jurisdiction over the subject matter of the action. They quoted RA 7653 or the New Central Bank Act, which constitutes the RTC of Makati as the liquidation court to assist PDIC in undertaking the liquidation of RBCI.

• The RTC of Iriga issued an order granting the Motion to Dismiss based on the case of Ong vs. CA wherein the SC held that “ the liquidation court shall have the jurisdiction to adjudicate all claims against the bank whether


Facts:• Conti… they be against assets of the insolvent

bank, for Specific Performance, Breach of Contract, Damages or whatever.”

• Not in conformity, Lucia appealed the ruling of the RTC in the CA. However, the appellate court modified the RTC decision and ordered the consolidation of the Civil case and the Liquidation case pending before the RTC of Makati.



Issue:Whether a liquidation court can take cognizance of a case wherein the main cause of action is not a simple money claim against a bank ordered closed, placed under receivership of the PDIC and undergoing a liquidation proceeding.


Ruling:The liquidation court shall have jurisdiction to adjudicate all claims against the bank whether they be against assets of the insolvent bank, for Specific Performance, Breach of Contract, Damages or whatever.


Ratio Decidendi:1. Exception to the Doctrine on the

Adherence of Jurisdiction. The rule on adherence of jurisdiction is not

absolute and has exceptions. One exception is that when the change in jurisdiction is curative in character. (Garcia vs Martinez)

RA 7650 is curative in nature since its main purpose is to prevent multiplicity of actions, establish due process and orderliness in the liquidation of the bank. ( Ong vs CA)


Ratio Decidendi:2. Consolidation of the Civil Case and Liquidation Case.

Liquidation proceeding is a single proceeding which consists of a number of cases properly classified as claims.

Lucia’s Complaint involving annulment of deed of mortgage and damages falls within the purview of a disputed claim in contemplation of section 30 of RA 7653.


Ratio Decidendi:2. Consolidation of the Civil Case and Liquidation Case. Regular courts do not have jurisdiction over

actions filed by claimants against an insolvent bank unless there is a clear showing that the action taken by BSP in the closure of the financial institutions was in excess of jurisdiction or with grave abuse of discretion. (Miranda vs. PDIC)

Cases:A. Rehabilitation

Heirs of Santiago Divinagarcia vs Ruiz

Heirs of Santiago Divinagarcia vs Ruiz GR. 172023, July 7 2010

Facts:• Santiago alleged that he was then a

stockholder of respondent CBS Development Corporation, Inc. (CBSDC).

• He opposed to the proposal to authorize respondent Rogelio Florete, in his capacity as President of CBSDC, to mortgage all or substantially all of CBSDC’s real properties to secure the loan obtained by Newsounds Broadcasting Network, Inc. (NBN), Consolidated Broadcasting System (CBS), and People’s Broadcasting Services, Inc. (PBS).

Heirs of Santiago Divinagarcia vs Ruiz GR. 172023, July 7 2010

Facts:• However, despite Santiago’s and the other

stockholders’ protest, a majority, representing more than 2/3 of the outstanding capital stock of CBSDC, voted and approved the grant of such authority to the Board.

• Subsequently, Santiago, as a dissenting stockholder, wrote a letter objecting to the mortgage and exercising his appraisal right under Section 81 of the Corporation Code. In response, the corporate secretary informed Santiago that a majority of CBSDC’s Board of Directors approved the exercise of his appraisal right.

Heirs of Santiago Divinagarcia vs. Ruiz GR. 172023, July 7 2010

Facts:• Thereafter, Santiago surrendered his stock

certificates to CBSDC and then demanded an appraisal of his shares. The Board indefinitely postponed action on Santiago’s appraisal right, to which Santiago protested.

• The corporate secretary denied Santiago’s protest and informed him that his CBSDC shares, including those for which he was issued Certificates of Stock, were declared delinquent and were to be sold on auction on 12 February 2002.


Facts:• On 6 February 2002, Santiago filed with the

Regional Trial Court of Iloilo City a Petition for Mandamus and Nullification of Delinquency Call and Issuance of Unsubscribed Shares.

• On 12 February 2002, Santiago’s CBSDC shares were sold on auction to respondent Diamel, Inc.

• Respondents filed an answer with Compulsory Counterclaims

• On April 14, 2004, Santiago died and His Heirs substituted him in the case.


Facts:• The RTC dismissed the petition filed by

Santiago and give due course to the Compulsory Counterclaims filed by the respondent . The court ordered the heirs of Santiago to pay the respondents 200,000.00 pesos for exemplary damages and attorney’s fees.

• Petitioners then filed a Notice of Appeal of the RTC’s decision

• On the other hand, private respondents then filed motion for immediate execution of the trial court’s decision, which petitioners opposed.


Facts:• The RTC issued a resolution granting the

motion and ordered the issuance of a writ of execution.

• Petitioners subsequently filed a petition for certiorari with Prayers for TRO and Writ of Injunction before the CA.

• However, the CA dismissed the said petition. The dismissal is based on Section 4, Rule 1 of the interim Rules of Procedure for Intra-Corporate Controversies which provides that all decision rendered in intra-corporate controversies shall immediately be executory.


Issue:

Whether the awards of exemplary damages and attorney’s fees can be immediately executed pending appeal of the corporate case.


Ruling:• A.M. No. 01-2-04-SC titled “ Re: Amendment of

Section 4, Rule 1 of the Interim Rules of Procedure Governing Intra-Corporate Controversies By Clarifying that Decisions Issued pursuant to said Rule are immediately executory except the awards for moral damages, exemplary damages and attorney’s fees, if any.

• International School, INC. vs. CA, ruled that the execution of any award for moral and exemplary damages is dependent on the outcome of the main case for their exact amounts remain uncertain and indefinite pending resolution by the CA or SC.

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