UNILONGO, et al. v. HON. COURT OF APPEALS, et al.
G.R. No. 123910
APRIL 05, 1999
FACTS:
Private respondents
filed a complaint for quo warranto with Damages against petitioners before the
RTC of Makati In their complaint for quo warranto with damages, private
respondents (Diño group) alleged that they were the duly elected trustees and
officers of the Sto. Niño de Cul de Sac Neighborhood Association, Inc.
(SNSNAI). However, their offices, powers and functions were usurped by
petitioners (Unilongo group), first, by amending the SNSNAI by-laws and
changing the term of office of the Board of Trustees and officers from one (1)
year to two (2) years and, second, by establishing another association called
the Sto. Niño de Cul de Sac Homeowners Association (CDSHA) and registering the
same with the HIGC.
The reliefs sought by
private respondents in its quo warranto complaint may be summed as follows: 1)
The ouster of the Unilongo group from the Board of Trustees of the SNSNAI and
from holding corporate officers therein and for the declaration of the Diño
group as the rightful officers and members of the Board; and 2) The dissolution
of the CDSHA and the declaration of its registration with the HIGC null and
void for being "in contravention of law and illegally formed."
Petitioners filed an
answer with counterclaim and a motion to dismiss on grounds of lack of
jurisdiction, litis pendencia and lack of cause of action. The motion to
dismiss contended that the dispute involving homeowners associations fall under
the exclusive jurisdiction of the Home Insurance Guarantee Corporation and a
case was pending in HIGC involving the same parties and seeking the same
reliefs.
The RTC denied the
petitioners’ motion to dismiss. A motion for reconsideration was filed which
was dismissed. Petitioners’ then filed a petition for certiorari and
prohibition with the CA raising the same issues. The CA dismissed the petition.
ISSUE:
WON the RTC properly
took cognizance of the quo warranto complaint in accordance with Rule 66 and
Sec. 21(1) of BP 129 which vests the RTC with original jurisdiction to issue
writs of quo warranto.
RULING:
No. 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. Sec. 5 of PD 902-A vests in the SEC original and exclusive
jurisdiction to hear and decide cases involving:
(a) Devices or schemes employed by or
any acts, of the board of directors, business associations, its officers or
partners, amounting to fraud and misrepresentation which may be detrimental to
the interest of the public and/or of the stockholder, partners, members of
associations or organizations registered with the Commission.
(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;
(c) Controversies in the election or
appointments of directors, trustees, officers or managers of such corporations,
partnership or associations.
P.D. 902-A, likewise,
vests in the SEC absolute jurisdiction, supervision and control over all
corporations, partnerships or associations. The authority of the SEC to
dissolve a corporation is similarly found in Section 121 of the Corporation
Code.
While the regular courts
are granted jurisdiction over involuntary dissolution of corporations through
quo warranto proceedings, P.D. No. 902-A is explicit in its mandate that in all
matters within its jurisdiction, the SEC has original and exclusive authority.
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 Philippines against:
(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 Philippines without being legally incorporated or
without lawful authority so to act.
The jurisdiction of the
SEC over intra-corporate matters concerning homeowners associations, including
their dissolution has now been transferred to the HIGC, under Sec. 2 of EO No.
535.
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.
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