BOMAN ENVIRONMENTAL DEVELOPMENT CORPORATION vs. COURT OF APPEALS and NILCAR Y. FAJILAN
BOMAN
ENVIRONMENTAL DEVELOPMENT CORPORATION vs. HON. COURT OF APPEALS and NILCAR Y.
FAJILAN
G.R. No. 77860.
November 22, 1988.
FACTS:
On May 7, 1984, Nilcar Fajilan offered in writing to resign as President
and Member of the BOD of Boman Environmental Development Corporation (BEDECO) and
to sell to the company all his shares, rights, and interests therein for
P300,000 plus the transfer to him of the company's Isuzu pick-up truck which he
had been using.
At a meeting of the BOD of BEDECO on June 14, 1984, Fajilan's resignation
was accepted and new officers were elected. Fajilan's offer to sell his shares
to the corporation was approved, the Board promising to pay for them on a
staggered basis from July 15, 1984 to December 15, 1984
The resolution of the Board was communicated to Fajilan in the following
letter-agreement dated June 25, 1984 to which he affixed his conformity.
A PN dated July 3, 1984, was signed by BEDECO'S new president, Alfredo
Pangilinan, in the presence of 2 directors, committing BEDECO to pay him
P300,000 over a 6-month period from July 15, 1984 to December 15, 1984. The PN provided
as follows:
P100,000.00 — July 15, 1984
75,000.00 — Sept. 15, 1984
62,500.00 — October 15, 1984
62,500.00 — Dec. 15, 1984
However, BEDECO paid only P50,000 on July 15, 1984 and P50,000 on August
31, 1984 and defaulted in paying the balance of P200,000. Fajilan filed a
complaint in the RTC for collection of the balance, but it was dismissed for
lack of jurisdiction. MTC ruled that the controversy arose out of
intra-corporate relations, hence, the SEC has original and exclusive
jurisdiction to hear and decide it.
The CA set aside the dismissal and directed the Judge to take cognizance
of the case. In its decision, the CA characterized the case as a suit for
collection of a sum of money as Fajilan "was merely suing on the balance
of the PN” which BEDECO failed and refused to pay in full. The intra-corporate
matter of the resignation of Fajilan as Member of the BOD and President of corp
has long been settled without issue.
ISSUE/s:
1) Whether
or not a suit brought by a withdrawing stockholder against the corporation to
enforce payment of the balance due on the consideration (evidenced by a
corporate promissory note) for the surrender of his shares of stock and
interests in the corporation, involves an intra-corporate dispute;
2) Whether
the SEC has exclusive supervision, control and regulatory jurisdiction to
investigate whether the corporation has unrestricted retained earnings to cover
the payment for the shares, and whether the purchase is for a legitimate
corporate purpose;
3) Whether
or not sale of shares of stocks not fully paid, retains membership of Fajilan
as stockholder.
HELD:
1) YES. The case
at bar involves an intra-corporate controversy because the parties are a
stockholder and the corporation. As correctly observed by the trial court, the
perfection of the agreement to sell Fajilan's participation and interests in
BEDECO and the execution of the PN for payment of the price of the sale did not
remove the dispute from the coverage of Section 5(b) of P.D. No. 902, for both
the said agreement and the PN arose from intra-corporate relations. Indeed, all
the signatories of both documents were stockholders of the corporation at the
time of signing the same. It was an intra-corporate transaction; hence, this
suit is an intra-corporate controversy.
2) YES. The SEC
has exclusive supervision, control and regulatory jurisdiction to investigate
whether the corporation has unrestricted retained earnings to cover the payment
for the shares, and whether the purchase is for a legitimate corporate purpose
as provided in Sections 41 and 122 of the Corporation Code.
