San Jose v. Ozamiz
REITERATIONFacts
1. The Antecedents: Jose Ma. Ozamiz, a stockholder of Philcomsat Holdings Corporation (PHC), requested copies of the minutes of board and executive committee meetings from 2000 to 2007, along with a certification of completeness. The petitioners, Roberto V. San Jose (former Corporate Secretary and Director) and Delfin P. Angcao (Assistant Corporate Secretary, later Corporate Secretary), initially delayed providing the documents, citing the need for board approval and later stating the request would be taken up at a board meeting. Ozamiz was informed that his request was referred to the PHC Legal Committee for study due to a pending similar case and his association with a group involved in that case. 2. Procedural History: Ozamiz filed a complaint for inspection of books with the Regional Trial Court (RTC) of Makati City. The petitioners and other impleaded parties argued that the RTC lacked jurisdiction, asserting that the case fell under the exclusive jurisdiction of the Sandiganbayan because PHC's majority stockholder, Philcomsat, is owned by Philippine Overseas Telecommunications Corporation (POTC), both of which are subject to sequestration orders by the Presidential Commission on Good Government (PCGG). The RTC dismissed the complaint for lack of jurisdiction. Ozamiz appealed this dismissal to the Court of Appeals (CA) via a petition for review under Rule 43. The CA reversed the RTC's order, finding that the case was an intra-corporate dispute within the RTC's jurisdiction. The CA denied the petitioners' motion for reconsideration, leading to the present petition for review on certiorari. 3. The Petition: The petitioners seek a reversal of the CA's decision, arguing that the CA erred in entertaining the petition for review as it involved pure questions of law. They contend that, based on jurisprudence concerning sequestered corporations, the RTC lacked jurisdiction over the complaint. Furthermore, they assert that the case is not a mere intra-corporate dispute but concerns matters related to the assets of a sequestered corporation. The petitioners are asking the Supreme Court to rule that the RTC, and consequently the CA, did not have jurisdiction over Ozamiz's complaint for inspection of books.
Issue(s)
Whether the Court of Appeals erred in taking cognizance of the petition for review filed under Rule 43 of the Rules of Court. Whether the Regional Trial Court erred in dismissing the complaint for lack of jurisdiction. Whether the case involves a mere intra-corporate dispute or matters relating to the assets of a sequestered corporation.
Ruling
The petition is denied. The assailed Decision and Resolution of the Court of Appeals are affirmed.
Ratio Decidendi
On the jurisdiction of the Court of Appeals: The Court affirmed the CA's cognizance of the petition for review under Rule 43. It clarified that A.M. No. 04-9-07-SC mandates that decisions and final orders in cases involving corporate rehabilitation and intra-corporate controversies are appealable to the CA through a petition for review under Rule 43. The Court applied the relationship test and the nature of the controversy test to determine if the case was an intra-corporate dispute. The relationship test requires a conflict between the corporation and its stockholders, members, or officers, or among the stockholders themselves. The nature of the controversy test requires the dispute to be rooted in the intra-corporate relationship and the enforcement of correlative rights and obligations under the Corporation Code and internal rules. The Court found that Ozamiz's request to inspect corporate books constituted an intra-corporate dispute, satisfying both tests, thus making the appeal to the CA via Rule 43 proper. On the jurisdiction of the Regional Trial Court: The Court held that the RTC correctly exercised jurisdiction over the complaint for inspection of books. It distinguished the present case from those involving sequestered assets, emphasizing that jurisdiction of the Sandiganbayan is conferred by PD No. 1606, as amended by RA No. 8249, specifically for cases filed pursuant to Executive Order Nos. 1, 2, 14, and 14-A, which pertain to the recovery of ill-gotten wealth. The Court clarified that the phrase "all incidents arising from, incidental to, or related to such cases" refers to cases involving the recovery of ill-gotten wealth, which is not the subject of the present case. PHC itself is not under sequestration, and no asset or property of PHC is involved. Therefore, the subject matter does not fall under the exclusive jurisdiction of the Sandiganbayan. The Court also distinguished the case from Del Moral v. Republic of the Philippines, which involved assets under an existing writ of sequestration. On whether the case involves assets of a sequestered corporation: The Court reiterated that the mere fact that a corporation's shares are owned by a sequestered corporation does not automatically categorize the matter as involving sequestered assets. The Court emphasized that PHC is not under any sequestration order, and the dispute is a simple intra-corporate matter concerning a stockholder's right to inspect corporate books. This right is governed by Section 74 of the Corporation Code and falls under the jurisdiction of the RTC, as transferred from the Securities and Exchange Commission by RA No. 8799 and further clarified by the Interim Rules of Procedure for Intra-Corporate Controversies. The Court concluded that the CA was correct in remanding the case back to the RTC.
Main Doctrine
A stockholder's right to inspect corporate books is an intra-corporate dispute falling under the jurisdiction of the Regional Trial Court (RTC), and not the Sandiganbayan, even if the corporation's majority shares are owned by entities under sequestration, provided that the corporation itself is not under sequestration and the case does not involve the recovery of ill-gotten wealth.