Saturday, January 28, 2012

Yuico v. Quiambao, (G.R. No. 168639, January 29, 2007)

Facts: Respondents filed with the RTC a complaint against STRADEC. The complaint prays that: (1) the election of Board of Directors be nullified on the ground of improper venue, pursuant to Section 51 of the Corporation Code; (2) all ensuing transactions conducted by the elected directors be likewise nullified; and (3) a special stockholders meeting be held anew.

Petitioner asserts that it is the SEC which has jurisdiction over the case. Furthermore, the action has already prescribed since the case was filed beyond 15 day period from the day of the election. The respondents, in their comment, counter that the appellate court correctly ruled that the power to hear and decide controversies involving intra-corporate disputes, as well as to act on matters incidental and necessary thereto, have been transferred from the SEC to the RTCs designated as Special Commercial Courts.

Issues:
(1) Whether only the SEC, not the RTC, has jurisdiction to order the holding of a special stockholders meeting involving an intra-corporate contrive.

(2) Whether the action has already prescribed.

Held:
(1) No. Clearly, the RTC has the power to hear and decide the intra-corporate controversy of the parties herein. Concomitant to said power is the authority to issue orders necessary or incidental to the carrying out of the powers expressly granted to it. Thus, the RTC may, in appropriate cases, order the holding of a special meeting of stockholders or members of a corporation.

(2) Yes. Under Section 3, Rule 6 of the Interim Rules of Procedure Governing Intra-Corporate Controversies under R.A. No. 8799, an election contest must be "filed within 15 days from the date of the election." It was only on August 16, 2004 that respondents instituted an action questioning the validity of the March 1, 2004 stockholders election, clearly beyond the 15-day prescriptive period.

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