FACTS:
Petitioner
and private respondent were siblings together with two others, namely Pedro and
Anastacia, in a family business established as Zenith Insurance Corporation
(Zenith), from which they owned shares of stocks. The Pedro and Anastacia
subsequently died. The former had his estate judicially partitioned among his
heirs, but the latter had not made the same in her shareholding in Zenith.
Zenith and Rodrigo filed a complaint with the Securities and Exchange
Commission (SEC) against petitioner (1) a derivative suit to obtain accounting
of funds and assets of Zenith, and (2) to determine the shares of stock of
deceased Pedro and Anastacia that were arbitrarily and fraudulently appropriated
[by Oscar, and were unaccounted for].
In his answer with counterclaim, petitioner
denied the illegality of the acquisition of shares of Anastacia and questioned
the jurisdiction of SEC to entertain the complaint because it pertains to
settlement of [Anastacia’s] estate. The case was transferred to. Petitioner
filed Motion to Declare Complaint as Nuisance or Harassment Suit and must be
dismissed. RTC denied the motion. The motion was elevated to the Court of
Appeals by way of petition for certiorari, prohibition and mandamus, but was
again denied.
Issue
:Whether or not the complaint is a derivative suit within the jurisdiction of
the RTC acting as a special commercial court.
Held
:
No.
The allegations of the present complaint do not amount to a derivative suit. First,
as already discussed above, Rodrigo is not a shareholder with respect to the
shareholdings originally belonging to Anastacia; he only stands as a
transferee-heir whose rights to the share are inchoate and unrecorded. Second,
in order that a stockholder may show a right to sue on behalf of the
corporation, he must allege with some particularity in his complaint that he
has exhausted his remedies within the corporation by making a
sufficient demand upon the directors or other officers for appropriate relief
with the expressed intent to sue if relief is denied. Lastly, Court
found no injury, actual or threatened, alleged to have been done to the
corporation due to Oscar’s acts. If indeed he illegally and
fraudulently transferred Anastacia’s shares in his own name, then the damage is
not to the corporation but to his co-heirs; the wrongful transfer did not
affect the capital stock or the assets of Zenith.
In
summary, whether as an individual or as a derivative suit, the RTC – sitting as
special commercial court – has no jurisdiction to hear Rodrigo’s complaint
since what is involved is the determination and distribution of successional
rights to the shareholdings of Anastacia Reyes. Rodrigo’s proper
remedy, under the circumstances, is to institute a special proceeding for the
settlement of the estate of the deceased Anastacia Reyes, a move that is not
foreclosed by the dismissal of his present complaint.
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