Gonzales vs GJH Land

Facts:

The petitioners filed a Complaint Complaint for “Injunction with prayer for Issuance of Status QuoOrder,
Three (3) and Twenty (20)-Day Temporary Restraining Orders, and Writ of Preliminary Injunction with
Damages” against the petitioners, alleging that the shares which they bought and fully paid for were
being sold by respondents to the corporation’s stockholders. The case was raffled off to the Regional
Trial Court of Muntinlupa, Branch 276. After filing their answers, respondents moved to dismiss the
complaint, citing that the court lacked jurisdiction over the case as it is an intra-corporate dispute which
must be heard by a designated Special Commercial Court of Muntinlupa RTC. By an order, the RTC
granted the motion. It held that the case involves an intra-corporate dispute that is within the original
and exclusive jurisdiction of the RTCs designated as Special Commercial Courts. It pointed out that the
RTC of Muntinlupa City, Branch 256 (Branch 256) was specifically designated by the Court as the Special
Commercial Court, hence, Branch 276 had no jurisdiction over the case and cannot lawfully exercise
jurisdiction on the matter, including the issuance of a Writ of Preliminary Injunction. It also denied the
motion for reconsideration filed by the petitioners, holding that it has no authority or power to order
the transfer of the case to the proper Special Commercial Court, citing Calleja v. Panday⁠1 (Calleja).

The petitioners resorted directly to the Supreme Court on pure question of law.

The Issue:

Whether or not RTC Branch 276 erred in dismissing the case for lack of jurisdiction.

The Ruling:

The petition is meritorious.

At the outset, the Court finds Branch 276 to have correctly categorized Civil Case No. 11-077 as a
commercial case, more particularly, an intra-corporate dispute,⁠2 considering that it relates to
petitioners’ averred rights over the shares of stock offered for sale to other stockholders, having paid
the same in full. Applying the relationship test and the nature of the controversy test, the suit between
the parties is clearly rooted in the existence of an intra-corporate relationship and pertains to the
enforcement of their correlative rights and obligations under the Corporation Code and the internal and
intra-corporate regulatory rules of the corporation,⁠3 hence, intra-corporate, which should be heard by
the designated Special Commercial Court as provided under A.M. No. 03-03-03-SC⁠4 dated June 17, 2003
in relation to Item 5.2, Section 5 of RA 8799.

The present controversy lies, however, in the procedure to be followed when a commercial case – such
as the instant intra-corporate dispute -has been properly filed in the official station of the designated
Special Commercial Court but is, however, later wrongly assigned by raffle to a regular branch of that
station.

As a basic premise, let it be emphasized that a court’s acquisition of jurisdiction over a particular case’s
subject matter is different from incidents pertaining to the exercise of its jurisdiction. Jurisdiction over
the subject matter of a case is conferred by law, whereas a court’s exercise of jurisdiction, unless
provided by the law itself, is governed by the Rules of Court or by the orders issued from time to time by
the Court.⁠5 In Lozada v. Bracewell,⁠6 it was recently held that the matter of whether the RTC resolves an
issue in the exercise of its general jurisdiction or of its limited jurisdiction as a special court is only a
matter of procedure and has nothing to do with the question of jurisdiction.