Tom v. Rodriguez
REITERATIONFacts
The Antecedents: Respondent Samuel N. Rodriguez (Rodriguez) filed a Motion for Reconsideration with Motion to Dissolve the Injunctive Writ, seeking reconsideration of the Court's July 6, 2015 Decision and dissolution of the writ of preliminary injunction issued against him. The writ enjoined Rodriguez from exercising management and control over Golden Dragon International Terminals, Inc. (GDITI). Procedural History: The Court's July 6, 2015 Decision found that a temporary restraining order (TRO) and/or a writ of preliminary injunction was warranted to enjoin the Regional Trial Court of Nabunturan, Compostela Valley, Branch 3 (RTC-Nabunturan) from implementing its November 13, 2013 and December 11, 2013 Orders in Civil Case No. 1043, which had placed the management and control of GDITI to Rodriguez. The Petition: Rodriguez asserted that the Court's July 6, 2015 Decision had been rendered moot and academic by the execution of a Memorandum of Agreement (MOA) dated May 25, 2015, signed by himself, petitioner Richard K. Tom (Tom), and Cezar O. Mancao (Mancao). The MOA stipulated the management of GDITI's ports among the signatories. Rodriguez claimed that with the MOA, the elements necessitating the injunctive writ no longer existed, and GDITI's interests were protected by its Motion for Intervention in Civil Case No. 1043.
Issue(s)
Whether the execution of the Memorandum of Agreement (MOA) dated May 25, 2015, rendered the Court's July 6, 2015 Decision moot and academic; and whether the writ of preliminary injunction previously issued should be dissolved.
Ruling
The Court resolved to DENY WITH FINALITY the Motion for Reconsideration with Motion to Dissolve the Injunctive Writ filed by respondent Samuel N. Rodriguez. No further pleadings or motions shall be entertained, and entry of judgment shall be made in due course.
Ratio Decidendi
On the issue of mootness and dissolution of the injunctive writ: The Court reiterated that a corporation exercises its powers through its board of directors and authorized officers or agents. Section 23 of Batas Pambansa Bilang 68 (The Corporation Code of the Philippines) explicitly states that the corporate powers of all corporations shall be exercised by the board of directors. Contracts or acts of a corporation must be made by the board or by a corporate agent duly authorized by the board. Absent such valid delegation or authorization, the declarations of an individual director not connected with authorized duties are not binding on the corporation. The Court found that the provisions of the MOA executed by Rodriguez, Tom, and Mancao were in direct contravention of these established legal precepts. Therefore, the MOA, being clearly and in all respects contrary to law, could not affect, change, or render the Court's previous disquisitions moot and academic. Consequently, the writ of preliminary injunction must stand. The Court also noted that petitioner Tom's change in position within GDITI's board did not alter the Court's stance on the pending incident.
Main Doctrine
A Memorandum of Agreement (MOA) that contravenes established legal precepts regarding the exercise of corporate powers by the board of directors, as provided under Section 23 of the Corporation Code, cannot render a prior court disquisition moot and academic, as such MOA is contrary to law.