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Sept 4 1992: Eliodoro C. Cruz, Filports president from 1968-1991, wrote a letter to the
corporations BOD questioning the creation and election of the following positions with a
monthly remuneration of P13,050.00 each. Cruz requested the board to take
necessary action/actions to recover from those elected to the
aforementioned positions the salaries they have received.
Jun 4 1993: Cruz, purportedly in representation of Filport and its stockholders, among
which is herein co-petitioner Mindanao Terminal and Brokerage Services, Inc. (Minterbro),
filed with the SEC a derivative suit against Filport's BOD for acts of
mismanagement detrimental to the interest of the corporation and its shareholders at large.
Cruz prayed that the BOD be made to pay Filport, jointly and
severally, the sums of money variedly representing the damages
incurred as a result of the creation of the offices/positions complained
of and the aggregate amount of the questioned increased salaries.
RTC: BOD have the power to create positions not in the by-laws and
can increase salaries. But Edgar C. Trinidad under the third and fourth
causes of action to restore to the corporation the total amount of
salaries he received as assistant vice president for corporate planning;
and likewise ordering Fortunato V. de Castro and Arsenio Lopez Chua
under the fourth cause of action to restore to the corporation the
salaries they each received as special assistants respectively to the
president and board chairman. In case of insolvency of any or all of
them, the members of the board who created their positions are
subsidiarily liable.
Appealed: creation of the positions merely for accommodation purposes - GRANTED
ISSUES:
1. W/N there was mismanagement - NO
2. W/N there is a proper derivative suit - YES
HELD: CA Affirmed
1. NO