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CASES

MR. ROBERT CLOSAS


Cases:
A. Dissolution
1. Aguirre vs Fob +7, INC
2. Vigilla vs Phil. College of
Criminology

Aguirre vs FQB 7 Inc. GR. 170770,


January 9, 2013

Facts:
On October 5, 2004, Aguirre filed in his
individual capacity a complaint for intra
corporate dispute, injunction, inspection of
corporate books and records, and damages
against respondent Nathaniel D. Bocobo,
Priscila Bocobo and Antonio Bacobo.
The dispute springs from the GIS that Nathaniel
and Priscila submitted to the SEC on September
6, 2002 and the appointment of Antonio by
Nathaniel as the corporations attorney-in-fact,
with the power of administration over the

Aguirre vs FQB 7 Inc. GR. 170770,


January 9, 2013
Facts:
The case, docketed as SEC Case No. 04-111077,
was assigned to branch 24 of the RTC of Manila.
Respondents failed, despite notice, to attend
the hearing on Vitalianos application for
preliminary injunction.
Thus the RTC granted the application based
only
on
Vitalianos
testimonial
and
documentary evidence.
The respondent filed a motion for an extension
to file the pleadings warranted in response to
the complaint.

Aguirre vs FQB 7 Inc. GR. 170770,


January 9, 2013
Facts:
The RTC subsequently denied this motion for
being a prohibited pleading under Section 8,
Rule 1 of the Interim Rules of Procedure
Governing Intra-Corporate Controversies.
Respondent filed a petition for certiorari in the
CA for the annulment of all the proceedings and
issuances in the RTC of Manila on the ground
that it has no jurisdiction over the subject
matter, which they defined as being an agrarian
dispute.

Aguirre vs FQB 7 Inc. GR. 170770,


January 9, 2013
Facts:
The CAs Ruling :
1.The RTC committed a grave abuse of discretion
when it issued the preliminary injunction to
remove the respondents from their positions in
the Board of Directors based only on Vitalianos
self-serving and empty assertions.
2. The CA also held that the RTC does not have
jurisdiction to entertain an intra-corporate
dispute when a corporation is already dissolved

Aguirre vs FQB 7 Inc. GR. 170770,


January 9, 2013
Issue:
Whether the RTC has jurisdiction over an intracorporate dispute involving dissolved
corporation.

Aguirre vs FQB 7 Inc. GR. 170770,


January 9, 2013
Ruling:
Board of directors of a dissolved corporation may
continue to exercise its powers and act in behalf
of the corporation for the limited purpose of
winding up and liquidating its corporate affairs.
For this reason, issues raised by the stockholder
of the dissolved corporation against the board
are still covered by the summary rules on intracorporate disputes. The nature of the case as an
intra-corporate dispute was not affected by the
subsequent dissolution of the corporation.

Aguirre vs FQB 7 Inc. GR. 170770,


January 9, 2013
Ratio Decidendi:
Jurisdiction over subject matter is conferred by
law.
RA 8799 conferred Jurisdiction over intracorporate controversies on courts of general
jurisdiction or RTCs.
Speed Distribution , Inc. vs. CA (TWO- TIER
Test)
1. The Status or relationship of the parties.

Vigilla et. al. vs Philippine College of


Criminology GR. 200094, June 10, 2013

Facts:
PCC is a non-stock educational institution,
while the petitioners were janitors, janitresses
and supervisor in the Maintenance Department
of PCC under the supervision and control of
Atty. Florante A. Seril, PCC Senior Vice
President for Administration.
However, the petitioners were made to
understand
upon
application
with
the
respondent school that they were under
MBMSI, a corporation engage in providing
janitorial services to clients, were Atty. Seril is

Vigilla et. al. vs Philippine College of


Criminology GR. 200094, June 10, 2013

Facts:
Sometime in 2008, The President of PCC, Mr.
Gregory
Bautista,
discovered
that
the
Certificate of Incorporation of MBMSI had been
revoked as of July 2, 2003.
The school then revoked and terminated their
relationship with MBMSI, resulting to the
dismissal of the employees of MBMSI.
In September 2009, the dismissed employees
filed their complaints for illegal dismissal,
reinstatement and demands for other benefits
against MBMSI, Atty. Seril, PCC and Bautista.

Vigilla et. al. vs Philippine College of


Criminology GR. 200094, June 10, 2013

Facts:
The Labor arbiter favored the petitioners
contending that it is the PCC who was actually
the one which exercised control over the means
and methods of the work of the petitioners, thru
Atty. Seril, who was acting, throughout the time
in his capacity as Senior VP of PCC, not as the
President or GM of MBMSI.
In February 11, 2011 the NLRC affirmed the
decision of LA after finding out that MBMSI is just
a labor only contractor. However, on April 28,
2011, it modified their previous decision ruling

Vigilla et. al. vs Philippine College of


Criminology GR. 200094, June 10, 2013

Facts:
Aggrieved by the NLRC decision the petitioners
appealed in the CA. However, the appellate
court denied the petition and affirm the NLRC
decisions in toto.

Vigilla et. al. vs Philippine College of


Criminology GR. 200094, June 10, 2013

Issue:
Whether their claims against the respondents
were amicably settled by virtue of the releases,
waivers and quitclaims which they had
executed in favor of MBMSI.
Sub- Issue
1. Whether the petitioners
waivers and quitclaims.

executed

the

said

releases,

2. Whether or not a dissolved corporation can


enter into an agreement such as releases,
waivers and quit-claims beyond the 3-year
winding-up period under section 122 of the

Vigilla vs Philippine College of


Criminology GR. 200094, June 10, 2013

Ruling:
The executed releases, waivers and
quitclaims
are
valid
and
binding
notwithstanding the revocation of a
Certificate
of
Incorporation.
The
revocation does not result in the
termination of its liabilities.
What is provided in Sec. 122 of the Corp.
Law is that the conveyance to the
trustees must be made within the three-

Vigilla vs Philippine College of


Criminology GR. 200094, June 10, 2013

Ruling:
Furthermore, Sec. 145 of the same law
provides that no liabilities, remedy or
right in favor of or against any
corporation, its stockholders, members,
directors, trustees, or officers, shall be
removed or impaired either by the
subsequent
dissolution
of
said
corporation.

Cases:
B. Liquidation
1. Barrameda vs Rural Bank of
Canaman

Barrameda vs Rural Bank of Canaman


GR. 176260, November 24 2010
Facts:
Lucia Barrameda Vda. De Ballesteros filed a
complaint
for
annulment
of
deed
of
extrajudicial partition, Deed of Mortgage, and
Damages with prayer for preliminary injunction
against her children and the Rural Bank of
Canaman Inc. before the RTC of Iriga
During the pre-trial, RBCIs counsel filed a
motion to withdraw after being informed that
PDIC would handle the case as RBCI had
already been closed and placed
under
receivership of the PDIC.

Barrameda vs Rural Bank of Canaman


GR. 176260, November 24 2010
Facts:
Subsequently, The RBCI, through PDIC, filed a
motion to dismiss on the ground that the RTC of
Iriga has no Jurisdiction over the subject matter
of the action. They quoted RA 7653 or the New
Central Bank Act, which constitutes the RTC of
Makati as the liquidation court to assist PDIC in
undertaking the liquidation of RBCI.
The RTC of Iriga issued an order granting the
Motion to Dismiss based on the case of Ong vs.
CA wherein the SC held that the liquidation
court shall have the jurisdiction to adjudicate

Barrameda vs Rural Bank of Canaman


GR. 176260, November 24 2010
Facts:
Conti they be against assets of the insolvent
bank, for Specific Performance, Breach of
Contract, Damages or whatever.
Not in conformity, Lucia appealed the ruling of
the RTC in the CA. However, the appellate court
modified the RTC decision and ordered the
consolidation of the Civil case and the
Liquidation case pending before the RTC of
Makati.

Barrameda vs Rural Bank of Canaman


GR. 176260, November 24 2010
Issue:
Whether a liquidation court can take cognizance
of a case wherein the main cause of action is not
a simple money claim against a bank ordered
closed, placed under receivership of the PDIC and
undergoing a liquidation proceeding.

Barrameda vs Rural Bank of Canaman


GR. 176260, November 24 2010

Ruling:
The
liquidation
court
shall
have
jurisdiction to adjudicate all claims against
the bank whether they be against assets
of the insolvent bank, for Specific
Performance,
Breach
of
Contract,
Damages or whatever.

Barrameda vs Rural Bank of Canaman


GR. 176260, November 24 2010

Ratio Decidendi:
1. Exception to the Doctrine on the
Adherence of Jurisdiction.
The rule on adherence of jurisdiction is not
absolute and has exceptions. One exception
is that when the change in jurisdiction is
curative in character. (Garcia vs Martinez)
RA 7650 is curative in nature since its main
purpose is to prevent multiplicity of actions,
establish due process and orderliness in the
liquidation of the bank. ( Ong vs CA)

Barrameda vs Rural Bank of Canaman


GR. 176260, November 24 2010

Ratio Decidendi:
2. Consolidation of the Civil Case and
Liquidation Case.
Liquidation proceeding is a single proceeding
which consists of a number of cases properly
classified as claims.
Lucias Complaint involving annulment of
deed of mortgage and damages falls within
the purview of a disputed claim in
contemplation of section 30 of RA 7653.

Barrameda vs Rural Bank of Canaman


GR. 176260, November 24 2010

Ratio Decidendi:
2. Consolidation of the Civil Case and
Liquidation Case.
Regular courts do not have jurisdiction over
actions filed by claimants against an insolvent
bank unless there is a clear showing that the
action taken by BSP in the closure of the
financial institutions was in excess of
jurisdiction or with grave abuse of discretion.
(Miranda vs. PDIC)

Cases:
A. Rehabilitation
Heirs of Santiago Divinagarcia vs Ruiz

Heirs of Santiago Divinagarcia vs Ruiz


GR. 172023, July 7 2010
Facts:
Santiago alleged that he was then a
stockholder of respondent CBS Development
Corporation, Inc. (CBSDC).
He opposed to the proposal to authorize
respondent Rogelio Florete, in his capacity as
President of CBSDC, to mortgage all or
substantially all of CBSDCs real properties to
secure the loan obtained by Newsounds
Broadcasting Network, Inc. (NBN), Consolidated
Broadcasting System (CBS), and Peoples

Heirs of Santiago Divinagarcia vs Ruiz


GR. 172023, July 7 2010
Facts:
However, despite Santiagos and the other
stockholders protest, a majority, representing
more than 2/3 of the outstanding capital stock
of CBSDC, voted and approved the grant of
such authority to the Board.
Subsequently, Santiago, as a dissenting
stockholder, wrote a letter objecting to the
mortgage and exercising his appraisal right
under Section 81 of the Corporation Code.In
response, the corporate secretary informed
Santiago that a majority of CBSDCs Board of

Heirs of Santiago Divinagarcia vs. Ruiz


GR. 172023, July 7 2010
Facts:
Thereafter, Santiago surrendered his stock
certificates to CBSDC and then demanded an
appraisal of his shares.The Board indefinitely
postponed action on Santiagos appraisal right,
to which Santiago protested.
The corporate secretary denied Santiagos
protest and informed him that his CBSDC
shares, including those for which he was issued
Certificates of Stock, were declared delinquent
and were to be sold on auction on 12 February
2002.

Heirs of Santiago Divinagarcia vs. Ruiz


GR. 172023, July 7 2010
Facts:
On 6 February 2002, Santiago filed with the
Regional Trial Court of Iloilo City a Petition for
Mandamus and Nullification of Delinquency Call
and Issuance of Unsubscribed Shares.
On 12 February 2002, Santiagos CBSDC shares
were sold on auction to respondent Diamel, Inc.
Respondents filed an answer with Compulsory
Counterclaims
On April 14, 2004, Santiago died and His Heirs
substituted him in the case.

Heirs of Santiago Divinagarcia vs. Ruiz


GR. 172023, July 7 2010
Facts:
The RTC dismissed the petition filed by
Santiago and give due course to the
Compulsory
Counterclaims
filed
by
the
respondent . The court ordered the heirs of
Santiago to pay the respondents 200,000.00
pesos for exemplary damages and attorneys
fees.
Petitioners then filed a Notice of Appeal of the
RTCs decision
On the other hand, private respondents then
filed motion for immediate execution of the

Heirs of Santiago Divinagarcia vs. Ruiz


GR. 172023, July 7 2010
Facts:
The RTC issued a resolution granting the
motion and ordered the issuance of a writ of
execution.
Petitioners subsequently filed a petition for
certiorari with Prayers for TRO and Writ of
Injunction before the CA.
However, the CA dismissed the said petition.
The dismissal is based on Section 4, Rule 1 of
the interim Rules of Procedure for IntraCorporate Controversies which provides that all
decision
rendered
in
intra-corporate

Heirs of Santiago Divinagarcia vs. Ruiz


GR. 172023, July 7 2010
Issue:
Whether the awards of exemplary damages and
attorneys fees
can be immediately executed
pending appeal of the corporate case.

Heirs of Santiago Divinagarcia vs. Ruiz


GR. 172023, July 7 2010
Ruling:
A.M. No. 01-2-04-SC titled Re: Amendment of
Section 4, Rule 1 of the Interim Rules of
Procedure
Governing
Intra-Corporate
Controversies By Clarifying that Decisions Issued
pursuant to said Rule are immediately executory
except the awards for moral damages, exemplary
damages and attorneys fees, if any.
International School, INC. vs. CA, ruled that the
execution of any award for moral and exemplary
damages is dependent on the outcome of the
main case for their exact amounts remain
uncertain and indefinite pending resolution by