UNILONGO, ET. AL., vs. CA, ET. AL
[G.R. No. 123910.
(Quo warranto)
FACTS:
Sto. Niño de Cul de Sac
Neighborhood Association, Inc. (SNSNAI), was incorporated and registered by
petitioners (hereafter referred to as the Unilongo group) as a non-stock
corporation with the Securities and Exchange Commission (SEC).
Petitioners comprised SNSNAI's original Board of Trustees.
An issue as to who is the rightful
Board of Trustees of the said association ensued between the petitioners (the
Unilongo group) and the private respondents(the Diño Group). Private
respondents filed a complaint for Quo Warranto with Damages against petitioners
before the RTC of Makati (Branch 63). RTC denied after hearing.
Petitioners moved for reconsideration
of the aforequoted order. The trial court denied.
Petitioners filed a petition for certiorari and prohibition with the CA
raising practically the same issues set forth in their motion to dismiss.
CA dismissed. Hence, the instant
petition. Petitioners maintain the view that private respondents' complaint
primarily concerns matters pertaining to their homeowners association, so that
it is the Home Insurance and Guarantee Corporation (HIGC) which has
jurisdiction over the dispute and not the regular courts pursuant to RA 580,
conferring upon the said administrative agency, among others, the power to
regulate and supervise the activities and operations of homeowners
associations.
Private respondents, on the other
hand, claim that the regional trial court properly took cognizance of their quo
warranto complaint in accordance with Rule 66 of the Rules of
Court and Sec. 21(1) of B.P. No. 129 which vests the
RTC with original jurisdiction to issue writs of quo warranto.
ISSUE:
Whether it is the ordinary courts
or the Home Insurance and Guarantee Corporation which has jurisdiction over the
corporate controversy between the contending groups both of which claim to be
the rightful officers of a homeowners association.
RULING:
It is a settled rule that jurisdiction over the
subject matter is determined by the allegations in the complaint.
Jurisdiction cannot be made to depend upon the pleas and defenses set up by the
defendant in a motion to dismiss or answer otherwise jurisdiction would become
dependent almost entirely upon the defendant.
On the basis of the foregoing
undisputed facts, the controversy between the parties is intra-corporate and,
therefore, not cognizable by the ordinary courts of justice. The dispute between the contending parties for
control of the corporation manifestly falls within the primary and exclusive
jurisdiction of the SEC in whom the law has reserved such jurisdiction as an
administrative agency of special competence to deal promptly and expeditiously
therewith.
Furthermore, the intent to remove
from the regular courts jurisdiction over actions against persons who usurp
corporate offices and quo warranto actions against corporations is
crystallized in the 1997 Rules of Civil Procedure, as amended. Section 2,
Rule 66 of the old rules is deleted in its entirety, Section 1 (a), Rules 66 of
the amended rules no longer contains the phrase “or an office in a corporation
created by authority of law” found in the old section. Section 1, Rule 66
of the new rules now reads:
SECTION 1.
Action by Government against individuals.-- An action for the usurpation of a
public office, position or franchise may be commenced by a verified petition
brought in the name of the Republic of the
(a) A person who
usurps, intrudes into, or unlawfully holds or exercises a public office,
position or franchise;
(b) A public
officer who does or suffers an act which, by the provision of law, constitutes
a ground for the forfeiture of his office; or
(c) An association
which acts as a corporation within the
Explaining the changes in the
aforequoted provision, Justice Jose Y. Feria states:
This rule is now
limited to actions of quo warranto
against persons who usurp a public office, position or franchise; public
officers who forfeit their office; and associations which act as corporations
without being legally incorporated.
Actions of quo warranto
against corporations, or against persons who usurp an office in a corporation,
fall under the jurisdiction of the Securities and Exchange Commission and are
governed by its rules.
However, the jurisdiction of the
SEC over homeowners associations has been transferred to the HIGC by EO 90 and
exercise all the powers, authorities and responsibilities that are vested on
the Securities and Exchange Commission with respect to home owners association.
In this case, the entities involved
are homeowners associations. Although the SNSNAI is registered with the
SEC as a non-stock, non-profit corporation, the purposes for which this
neighborhood association was established correspond to the requirements laid
down in the HIGC rules.
Hence, whatever ambiguities may
arise regarding jurisdiction over quo warranto actions against corporations or persons usurping
corporate offices are now clarified and resolved by the 1977 Rules of Civil
Procedure. Quo warranto actions against corporations or persons
using corporate offices fall under the jurisdiction of the SEC, unless
otherwise provided for by law, as in the instant case where the corporate
entities involved are homeowners associations, in which case jurisdiction is
lodged with the Home Insurance and Guarantee Corporation (HIGC).
Finally, private respondents
have also raised the issue that petitioners are now estopped from assailing the
jurisdiction of the courts over the intra-corporate controversy because the
trial of the case before the regional trial court was already half-way through
when the latter raised the issue of jurisdiction.
This is not true. Records bear
out that the individual petitioners through their counsel had in fact filed a
motion to dismiss in the Regional Trial Court on the ground, among others, that
the regular courts lack jurisdiction over intra-corporate matters. The
trial court, however, did not act on the motion. Instead, it proceeded to
trial. In fact, the allegations in the petition for certiorari and
prohibitions filed by petitioners in the Court of Appeals were substantially a
reiteration of those contained in the said motion to dismiss.
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