Alineación: servicios de prevención primaria

FACTS:

The minority stockholders of WIT, sometime on June 1, 1986 in the principal office of WIT at La Paz, Iloilo City, a Special Board Meeting was held. In attendance were other members of the Board including one of the petitioners Reginald Villasis. Prior to aforesaid Special Board Meeting, copies of notice thereof, dated May 24, 1986, were distributed to all Board Members, regarding the compensation of the school‘s officers, which was eventually passed.

A few years later, that is, on March 13, 1991, petitioners Homero Villasis, Prestod Villasis, Reginald Villasis and Dimas Enriquez filed an affidavit-complaint against private respondents before the Office of the City Prosecutor of Iloilo, as a result of which two (2) separate criminal informations, one for falsification of a public document under Article 171 of the Revised Penal Code and the other for estafa under Article 315, par. 1(b) of the RPC, were filed before Branch 33 of the Regional Trial Court of Iloilo City. The charge for falsification of public document was anchored on the private respondents' submission of WIT's income statement for the fiscal year 1985-1986 with the Securities and Exchange Commission (SEC) reflecting therein the disbursement of corporate funds for the compensation of private respondents based on Resolution No. 4, series of 1986, making it appear that the same was passed by the board on March 30, 1986, when in truth, the same was actually passed on June 1, 1986, a date not covered by the corporation's fiscal year 1985-1986 (beginning May 1, 1985 and ending April 30, 1986).

WIT questioned the legal standing of the petitioners to sue on its behalf, claiming it did not give them authority to do do. Petitioner, however, contended that the case is a derivative suit.

ISSUE:

Whether or not the case at bar is a derivative suit. RULING:

NO.

A derivative suit is an action brought by minority shareholders in the name of the corporation to redress wrongs committed against it, for which the directors refuse to sue. It is a remedy designed by equity and has been the principal defense of the minority shareholders against abuses by the majority. Here, however, the case is not a derivative suit but is merely an appeal on the civil aspect of Criminal Cases Nos. 37097 and 37098 filed with the RTC of Iloilo for estafa and falsification of public document. Among the basic requirements for a derivative suit to prosper is that the minority shareholder who is suing for and on behalf of the corporation must allege in his complaint before the proper forum that he is suing on a derivative cause of action on behalf of the corporation and all other shareholders similarly situated who wish to join. This is necessary to vest jurisdiction upon the tribunal in line with the rule that it is the allegations in the complaint that vests jurisdiction upon the court or quasi- judicial body concerned over the subject matter and nature of the action. This was not complied with by the petitioners either in their complaint before the court a quo nor in the instant petition which, in part, merely states that "this is a petition for review on certiorari on pure questions of law to set aside a portion of the RTC decision in Criminal Cases Nos. 37097 and 37098" since the trial court's judgment of acquittal failed to impose any civil liability against the private respondents. By no amount of equity considerations, if at all deserved, can a mere appeal on the civil aspect of a criminal case be treated as a derivative suit.

193 | P a g e FIRST PHILIPPINE INTERNATIONAL BANK

vs.

COURT OF APPEALS, CARLOS EJERCITO, et al. GR 115849, 24 January 1996

FACTS:

Janolo and Demetria and Producers Bank, through its bank manager Mercurio Rivera, entered into a contract to sell involving parcels of land in Laguna owned by the bank. The sale, however, was disapproved by the bank‘s conservator (the bank is under receivership). Ejercito insisted that there was already a perfected contract between him and the bank, considering that the offer that he made was already approved by the bank‘s board of directors. He then instituted a case for specific performance against the bank.

On July 11, 1992, during the pendency of the proceedings in the Court of Appeals, Henry Co and several other stockholders of the Bank filed an action, purportedly a ―derivative suit‖, against Encarnacion, Demetria and Janolo ―to declare any perfected sale of the property as unenforceable and to stop Ejercito from enforcing or implementing the sale.‖ In his answer, Janolo argued that the Second Case was barred by litis pendentia by virtue of the case then pending in the Court of Appeals. During the pre-trial conference in the Second Case, plaintiffs filed a Motion for Leave of Court to Dismiss the Case Without Prejudice. ―Private respondent opposed this motion on the ground, among others, that plaintiff‘s act of forum shopping justifies the dismissal of both cases, with prejudice.

ISSUE:

Whether or not the case filed by the stockholders of the bank is a ‗derivative suit‘.

RULING: NO.

An individual stockholder is permitted to institute a derivative suit on behalf of the corporation wherein he holds stock in order to protect or vindicate corporate rights, whenever the officials of the corporation refuse to sue, or are the ones to be sued or hold the control of the corporation. In such actions, the suing stockholder is regarded as a nominal party, with the corporation as the real party in interest.

In the face of the damaging admissions taken from the complaint, petitioners, quite strangely, sought to deny that the Second Case was a derivative suit, reasoning that it was brought, not by the minority shareholders, but by Henry Co et al., who not only own, hold or control over 80% of the outstanding capital stock, but also constitute the majority in the Board of Directors of petitioner Bank. That being so, then they really represent the Bank. So, whether they sued ―derivatively‖ or directly, there is undeniably an identity of interests/entity represented.

194 | P a g e COMMART PHILIPPINES, INC.

vs.

SEC, ALICE MAGLUTAC