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Week 1, Case #2 ZOSA The Bragas filed a Motion to Dismiss the injuction case but

Petitioners: Sps Jose and Aurora Abejo, Telectronic Systems Inc. the SEC Director created a three-man committee to hear and
Respondents: Hon. Judge Rafael de la Cruz of RTC Pasig, Sps decide the SEC cases.
Agapito and Virginia Braga, Virgilio Braga and Norberto Braga
The Bragas filed a petition for certiorari, prohibition and
Petitioners: Pocket Bell Philippines Inc., Agapito Braga, Virgilio mandamus with the SEC en ban to dismiss the two cases on the
Braga, Norberto Braga and Virginia Braga ground of lack of jurisdiction of the SEC. SEC dismissed the petition,
Respondents: SEC, Telectronic Systmes Inc., Jose Abejo, Jose Luis ruling that the issue is not the ownership of the shares but the
Santiago, Simeon Miravite, Andres Velarde and L. Quidato Andolino nonperformance by the corporate secretary of the ministerial duty
of recording transfers of shares of stock of the corporation.
Doctrines:
1) Disputes involving controversies between and among The Bragas filed an action in CFI (RTC) for (1) annulment and
stockholders fall within the original and exclusive jurisdiction of the rescission of the sale on the ground that it violated the pre-emptive
SEC under Section 5 of PD 902-A. right over the Abejos shareholdings and (2) declaration of nullity of
transfer, that the said stock certificates were intended as security
2) An intra-corporate controversy is one which arises between a for a loan application and were thus endorsed by her in blank, had
stockholder and the corporation. been lost. RTC Judge de la Cruz issued an order restraining
Telectronics agents or representatives from assuming control of the
Facts: Telectronic Systems Inc purchased 133, 000 minority corporation and discharging their functions.
shareholdings in the Pocket Bell Ph Inc from the Sps. Abejo and 63,
000 shares from Sps. Braga (the former majority stockholders). Issue: Who between the RTC and SEC has original and exclusive
With the said purchases, Telectronics would become the majority jurisdiction over the dispute? SEC.
stockholder, holding 56% of the outstanding stock and voting
power of the Pocket Bell corporation. Decision: The court ruled that the dispute is INTRACORPORATE
one. It has arisen between the principal stockholders of the
Norberto Braga, the corporate secretary and son of the sps corporation due to the refusal of the corporate secretary, backed up
Bragas, refused to register the transfer of shares in the corporate by his parents as former majority shareholders, to perform his
books, asserting that the Bragas has preemptive rights over the "ministerial duty" to record the transfers of the corporation's
133,000 Abejo shares and that Virginia Braga never transferred her controlling (56%) shares f stock, covered by duly endorsed
63, 000 shares to Telectronics but had lost the five stock certificates certificates of stock, in favor of Telectronics as the purchaser
representing those shares. thereof. Mandamus in the SEC to compel the corporate secretary to
register the transfers and issue new certificates in favor of
The Abejos and Telectronics filed two SEC cases, (1) praying Telectronics and its nominees was properly resorted to.
for mandamus that SEC orders Norberto Braga to register the
transfer and sale of the Pocket Bell shares and (2) for injunction and The claims of the Bragas, that they had an alleged perfected
a temporary restraining order that the SEC enjoin the Bragas from preemptive right over the Abejos' shares as well as for annulment
disbursing assets of Pocket Bell and from performing such other of sale to Telectronics of Virginia Braga's shares covered by street
acts pertaining to the functions of corporate officers. certificates duly endorsed by her in blank, may in no way deprive
the SEC of its primary and exclusive jurisdiction to grant or not the
Norberto filed a Motion to Dismiss the mandamus case writ of mandamus ordering the registration of the shares so
contending that SEC has no jurisdiction over it since it does not transferred. The Bragas' contention that the question of ordering
involve an intracorporate controversy between stockholders. SEC the recording of the transfers ultimately hinges on the question of
hearing officer Joaquin Garaygay issued an order granting Bragas ownership or right thereto over the shares notwithstanding, the
motion and dismissed the first SEC case. jurisdiction over the dispute is clearly vested in the SEC.

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As to the sale and transfer of the Abejos' shares, the Bragas cannot Case No. 48746 filed in his Court other than to dismiss the same for
oust the SEC of its original and exclusive jurisdiction to hear and lack or jurisdiction over the subject-matter;
decide the case. As the SEC maintains, "There is no requirement
that a stockholder of a corporation must be a registered one in (b) Dismissing the petition in G.R. Nos. 68450-51 and lifting the
order that the Securities and Exchange Commission may take temporary restraining order issued on September 24, 1984,
cognizance of a suit. This is because the SEC by express mandate effective immediately upon promulgation hereof;
has "absolute jurisdiction, supervision and control over all
corporations" and is called upon to enforce the provisions of the (c) Directing the SEC through its Hearing Committee to proceed
Corporation Code, among which is the stock purchaser's right to immediately with hearing and resolving the pending mandamus
secure the corresponding certificate in his name under the petition for recording in the corporate books the transfer to
provisions of Section 63 of the Code. any problem encountered in Telectronics and its nominees of the majority (56%) shares of stock
securing the certificates of stock representing the investment made of the corporation Pocket Bell pertaining to the Abejos and Virginia
by the buyer must be expeditiously dealt with through Braga and all related issues, taking into consideration, without need
administrative mandamus proceedings with the SEC, rather than of resubmittal to it, the pleadings, annexes and exhibits filed by the
through the usual tedious regular court procedure. contending parties in the cases at bar; and

Under the "sense-making and expeditious doctrine of primary (d) Likewise directing the SEC through its Hearing Committee to
jurisdiction . . . the courts cannot or will not determine a proceed immediately with the implementation of its receivership or
controversy involving a question which is within the jurisdiction of management committee Order of April 15, 1983 in SEC Case No.
an administrative tribunal, where the question demands the 2379 and for the purpose, the contending parties are ordered to
exercise of sound administrative discretion requiring the special submit to said Hearing Committee the name of their designated
knowledge, experience, and services of the administrative tribunal representatives in the receivership/management committee within
to determine technical and intricate matters of fact, and a three (3) days from receipt of this decision, on pain of forfeiture of
uniformity of ruling is essential to comply with the purposes of the such right in case of failure to comply herewith, as provided in the
regulatory statute administered. said Order; and ordering the Bragas to perform only caretaker acts
in the corporation pending the organization of such
SEC can take cognizance of a case, the controversy must pertain to receivership/management committee and assumption of its
any of the following relationships: [a] between the corporation, functions.
partnership or association and the public; [b} between the
corporation, partnership or association and its stockholders, This decision shall be immediately executory upon its promulgation.
partners, members, or officers; [c] between the corporation,
partnership or association and the state in so far as its franchise, SO ORDERED.
permit or license to operate is concerned; and [d] among the
stockholders, partners or associates themselves.'' PD No. 902-A
The Court finds that under the facts and circumstances of record, it Section 5. In addition to the regulatory and adjudicative functions
is but fair and just that the SEC's order creating a receivership of the Securities and Exchange Commission over corporations,
committee be implemented forthwith, in accordance with its terms. partnerships and other forms of associations registered with it as
expressly granted under existing laws and decrees, it shall have
ACCORDINGLY, judgment is hereby rendered: original and exclusive jurisdiction to hear and decide cases
involving.
(a) Granting the petition in G.R. No. 63558, annulling the
challenged Orders of respondent Judge dated February 14, 1983 a) Devices or schemes employed by or any acts, of the board of
and March 11, 1983 (Annexes "L" and "P" of the Abejos' petition) directors, business associates, its officers or partnership,
and prohibiting respondent Judge from further proceeding in Civil
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amounting to fraud and misrepresentation which may be
detrimental to the interest of the public and/or of the stockholder, c) Controversies in the election or appointments of directors,
partners, members of associations or organizations registered with trustees, officers or managers of such corporations, partnerships or
the Commission. associations.

b) Controversies arising out of intra-corporate or partnership


relations, between and among stockholders, members, or
associates; between any or all of them and the corporation,
partnership or association of which they are stockholders, members
or associates, respectively; and between such corporation,
partnership or association and the state insofar as it concerns their
individual franchise or right to exist as such entity;