Beruflich Dokumente
Kultur Dokumente
G.R. No. 215764. July 6, 2015.* except in instances where the Corporation Code requires
stockholders’ approval for certain specific acts.—The
RICHARD K. TOM, petitioner, vs. SAMUEL N. Court finds that the CA committed grave abuse of
RODRIGUEZ, respondent. discretion amounting to lack or excess of jurisdiction in
Grave Abuse of Discretion; Grave abuse of denying Tom’s prayer for the issuance of a TRO and/or
discretion refers to capricious or whimsical exercise of writ of preliminary injunction. The issuance of an
judgment as is equivalent to lack of jurisdiction.—As injunctive writ is warranted to enjoin the RTC-
traditionally described, grave abuse of discretion refers Nabunturan from implementing its November 13, 2013
to capricious or whimsical exercise of judgment as is and December 11, 2013 Orders in the specific
equivalent to lack of jurisdiction. In Yu v. Reyes- performance case placing the management and control
Carpio, 652 SCRA 341 (2011), the Court explained of GDITI to Rodriguez, among other directives. This
that: The term “grave abuse of discretion” has a specific pronouncement follows the well-entrenched rule that a
meaning. An act of a court or tribunal can only be corporation exercises its powers through its board of
considered as with grave abuse of discretion when such directors and/or its duly authorized officers and agents,
act is done in a “capricious or whimsical exercise of except in instances where the Corporation Code
judgment as is equivalent to lack of jurisdiction.” The requires stockholders’ approval for certain specific acts.
abuse of discretion must be so patent and gross as to As statutorily provided for in Section 23 of Batas
amount to an “evasion of a positive duty or to a virtual Pambansa Bilang 68, otherwise known as “The
refusal to perform a duty enjoined by law, or to act at Corporation Code of the Philippines”: SEC. 23. The
all in contemplation of law, as where the power is board of directors or trustees.—Unless otherwise
exercised in an arbitrary and despotic manner by provided in this Code, the corporate powers of all
reason of passion and hostility.” Furthermore, the use corporations formed under this Code shall be
of a petition for certiorari is restricted only to “truly exercised, all business conducted and all
extraordinary cases wherein the act of the lower court property of such corporations controlled and
or quasi-judicial body is wholly void.” held by the board of directors or trustees to be
Remedial Law; Provisional Remedies; Injunction; elected from among the holders of stocks, or where
Case law holds that the issuance of an injunctive writ there is no stock, from among the members of the
rests upon the sound discretion of the court that took corporation, who shall hold office for one (1) year until
cognizance of the case; as such, the exercise of judicial their successors are elected and qualified. Every
discretion by a court in injunctive matters must not be director must own at least one (1) share of the capital
interfered with, except when there is grave abuse of stock of the corporation of which he is a director, which
discretion.—As the existence of grave abuse of share shall stand in his name on the books of the
discretion in this case relates to the propriety of issuing corporation. Any director who ceases to be the owner of
a TRO and/or writ of preliminary injunction, which, by at least one (1) share of the capital stock of the
nature, are injunctive reliefs and preservative corporation of which he is a director shall thereby cease
remedies for the protection of substantive rights and to be a director. Trustees of non-stock corporations
interests, it is important to lay down the issuance’s must be members thereof. A majority of the directors
requisites, namely: (1) there exists a clear and or trustees of all corporations organized under this
unmistakable right to be protected; (2) this right is Code must be residents of the Philippines.
directly threatened by an act sought to be enjoined; (3) PETITION for review on certiorari of the
the invasion of the right is material and substantial; resolutions of the Court of Appeals.
and (4) there is an urgent and paramount necessity for 681
the writ to prevent serious and irreparable damage. VOL. 761, JULY 6, 2015 681
Case law holds that the issuance of an injunctive writ
Tom vs. Rodriguez
_______________
The facts are stated in the opinion of the Court.
Aldevera Law Office for petitioner.
* FIRST DIVISION.
Etulle & Etulle Law Officefor respondent.
680
PERLAS-BERNABE, J.:
680 SUPREME COURT REPORTS
ANNOTATED Assailed in this petition for review on certiorari1 are
Tom vs. Rodriguez the Resolutions of the Court of Appeals (CA) dated May
rests upon the sound discretion of the court that 16, 20142 and November 5, 2014,3 in C.A.-G.R. S.P. No.
took cognizance of the case; as such, the exercise of 06075, which denied the prayer for issuance of a
judicial discretion by a court in injunctive matters must temporary restraining order (TRO) and/or writ of
not be interfered with, except when there is grave preliminary injunction sought for by petitioner Richard
abuse of discretion. K. Tom (Tom) in his petition for certiorari filed before
Corporation Law; Board of Directors; A the CA.
corporation exercises its powers through its board of
The Facts _______________
Golden Dragon International Terminals, Inc. Restraining Order and a Writ of Preliminary
(GDITI) is the exclusive Shore Reception Facility (SRF) Injunction subject of the instant case, however,
Service Provider of the Philippine Ports Authority indicated that the Deed of Conditional Sale was
(PPA) tasked to collect, treat, and dispose of all ship- executed between Cu and Tom. (Id., at p. 64)
generated oil wastes in all bases and private ports 6 Id., at p. 165.
under the PPA’s jurisdiction.4 7 Id., at p. 166.
Records show that sometime in December 2008, 8 Composed of Ramos, Peter F. Mutuc, Richard
Fidel Cu (Cu) sold via Deed of Conditional Sale his K. Tom, Fernando A. Cutab, Julio S. Tanagon, Jr., Jojo
17,237 shares of stock in GDITI to Virgilio S. Ramos T. Pintang, Manuel B. Javines, Jr., and Mike Cicilio
(Ramos) and Cirilo C. Basalo, Jr. (Basalo).5 When the (Ramos, et al.). Id., at p. 166.
latter failed to pay the pur- 9 Id.
_______________ 10 Id., at pp. 77-78.
683
1 Filed in the Court is a “Verified Petition for VOL. 761, JULY 6, 2015 683
Review on Certiorari.” Rollo, pp. 43-59.
Tom vs. Rodriguez
2 Id., at pp. 118-119. Penned by Associate Justice
Edward B. Contreras, with Associate Justices Romulo
tive considerations were not paid.11 As such, Cu
V. Borja and Edgardo T. Lloren, concurring.
intervened in the injunction case claiming that, as an
3 Id., at pp. 120-121. Penned by Associate Justice
unpaid seller, he was still the legal owner of the shares
Edward B. Contreras, with Associate Justices Romulo
of stock subject of the previous contracts he entered
V. Borja and Edgardo A. Camello, concurring.
into with Ramos, Lim, Ong, and Gunnacao.12 In an
4 Id., at pp. 64 and 165.
Order13 dated October 11, 2010, the RTC-Manila
5 Id., at p. 165. The Complaint for Specific
granted Cu’s application for Preliminary Mandatory
Performance with Specific Performance with Prayer for
and Preliminary Prohibitory Injunctions, and
the Issuance of a Temporary
thereafter issued corresponding writs therefor on
682
October 20, 2010,14which, inter alia, directed the
682 SUPREME COURT REPORTS original parties (plaintiff Lim and those acting under
ANNOTATED his authority, and defendants Ramos, et al.) to cease
Tom vs. Rodriguez and desist from performing or causing the performance
chase price, Cu sold 15,233 of the same shares of any and all acts of management and control over
through a Deed of Sale in favor of Edgar D. Lim (Lim), GDITI, and to give Cu, as intervenor, the authority to
Eddie C. Ong (Ong), and Arnold Gunnacao (Gunnacao), put in order GDITI’s business operations. 15
who also did not pay the consideration therefor.6 In view of his successful intervention in the
On September 11, 2009, the following were elected injunction case, Cu executed a Special Power of
as officers of GDITI: Lim as President and Chairman Attorney16 (SPA) dated October 18, 2010 in favor of
of the Board, Basalo as Vice President for Visayas and Cezar O. Mancao II (Mancao) constituting the latter as
Mindanao, Ong as Treasurer and Vice President for his duly authorized representative to exercise the
Luzon, and Gunnacao as Director, among powers granted to him in the October 11, 2010 Order,
others.7However, a group8 led by Ramos composed of and to perform all acts of management and control over
individuals who were not elected as officers of GDITI GDITI. Thereafter, Cu and Basalo entered into
— which included Tom — forcibly took over the GDITI an Addendum to Agreement17(Addendum) setting
offices and performed the functions of its officers. This forth the terms of payment of the sale of the shares of
prompted GDITI, through its duly-elected Chairman stock subject of the April 30, 2010 Agreement.
and President, Lim, to file an action for injunction and However, in a letter18 dated September 5, 2011
damages against Ramos, et al., before the Regional addressed to Mancao, Basalo, and the Board of
Trial Court of Manila, Branch 46 (RTC-Manila), Directors of GDITI filed before the RTC-Manila, Cu
docketed as Civil Case No. expressly revoked the authority that he had previously
09-122149 (injunction case).9 granted to Mancao and Basalo under
Pending the injunction case, Cu resold his shares of _______________
stock in GDITI to Basalo for a consideration of
P60,000,000.00, as evidenced by an Agreement10dated 11 See Item 2 of the Agreement; id., at p. 77.
April 30, 2010 (April 30, 2010 Agreement). Under the 12 Id., at p. 167.
said agreement, Cu sold not only his remaining 1,997 13 Id., at pp. 79-80.
shares of stock in GDITI, but also the shares of stock 14 Id., at pp. 79-80. Issued by Judge Aida E. Layug.
subject of the previously-executed Deed of Conditional 15 Id., at p. 80; id., at pp. 152-153.
Sale in favor of Ramos, as well as the Deed of Sale in 16 Id., at pp. 81-82.
favor of Lim, Ong, and Gunnacao, where the respec- 17 Id., at pp. 83-84.
18 Id., at pp. 85-87. and all other persons acting for and on his behalf, to
684 honor his obligations under the MOA by: (a) giving the
684 SUPREME COURT REPORTS management and control of GDITI in the Luzon area to
ANNOTATED Rodriguez; (b) allocating the power to administer and
manage the Visayas and Mindanao regions of GDITI to
Tom vs. Rodriguez Rodriguez in the concept of a partner; (c) granting to
the SPA and other related documents, effectively Rodriguez the right to provide the manpower services
reinstating the power to control and manage the affairs for the operations of GDITI; and (d) giving to Rodriguez
of GDITI unto himself.19 Thus, Mancao and Basalo his share in the net proceeds of GDITI. Finally, he
filed the present Complaint for Specific Performance prayed that after trial, such injunction be made
with Prayer for the Issuance of a Temporary permanent.26
Restraining Order (TRO) and a Writ of Preliminary Basalo failed to present any evidence to contradict
Injunction20against Cu, Tom, and several John and Rodriguez’s allegations, despite having been given the
Jane Does before the Regional Trial Court of opportunity to do so.27
Nabunturan, Compostela Valley, Branch 3 (RTC-
Nabunturan), docketed as Civil Case No. 1043 (specific The RTC-Nabunturan’s Ruling
performance case). The complaint impleaded Tom on
the allegation that Cu had authorized him to exercise In an Order28 dated November 13, 2013, the RTC-
control and management over GDITI and, on the Nabunturan granted Rodriguez’s application for the
strength thereof, had made representations before the issuance of a writ of preliminary mandatory injunction,
PPA that enabled him to enter the ports in a certain conditioned on the filing of a bond in the amount of
region, to the exclusion of the other agents of P1,000,000.00. It found credence in the MOA executed
GDITI.21 Thus, the complaint prayed that: (a) a TRO be between him and Basalo which remained
issued ex parte enjoining Cu, Tom and all persons uncontroverted.29 Accordingly, the RTC-Nabunturan
acting for and under Cu’s authority from exercising ordered Basalo to: (a) place the management and
control and management over GDITI and/or interfering control of GDITI in Luzon to Rodriguez as
with Mancao and Basalo’s affairs; (b) after hearing, a representative of Basalo; (b)
writ of preliminary injunction be issued; and (c) _______________
judgment be rendered ordering Cu to faithfully comply
with his obligations under the agreements he executed 25 See Rodriguez’s letter, through his counsel,
with them.22 dated December 10, 2012; id., at p. 107.
Thereafter, herein respondent Samuel N. 26 Id., at p. 101.
Rodriguez (Rodriguez) filed a Complaint-in- 27 Id., at p. 110.
Intervention,23 alleging that in a Memorandum of 28 Id., at pp. 109-113. Penned by Judge Dorothy P.
Agreement24(MOA) dated May 2, 2012, Basalo Montejo-Gonzaga.
authorized him to take over, manage, and control the 29 Id., at p. 111.
operations of GDITI in the Luzon area, and, in such 686
regard, effectively revoked whatever powers Basalo
686 SUPREME COURT REPORTS
had previously given to Mancao. In the said MOA,
Basalo and Rodriguez agreed to divide between them ANNOTATED
the monthly net profit of GDITI equally. However, as Tom vs. Rodriguez
Basalo purportedly refused to allocate the power to administer and manage the
_______________ Visayas and Mindanao regions of GDITI to Rodriguez
in the concept of a partner of Basalo; (c) allow
19 Id., at pp. 86-87 and 168. Rodriguez to provide the manpower services for the
20 Id., at pp. 63-76. operations of GDITI; and (d) give to Rodriguez his
21 Id., at pp. 44 and 73. share in the monthly net proceeds from GDITI’s
22 Id., at p. 75. operations, subject to the rules of the corporation on
23 Dated December 17, 2012. Id., at pp. 93-103. fees relative to the management contracts. 30
24 Id., at pp. 104-105. The original parties, plaintiffs Basalo and Mancao,
685 and defendant Tom, separately filed motions for
VOL. 761, JULY 6, 2015 685 reconsideration thereof, which were denied in an
Order31 dated December 11, 2013. Aggrieved, Tom
Tom vs. Rodriguez
elevated the matter before the CA viapetition
honor the terms and conditions of the MOA despite
for certiorari with prayer for the issuance of a TRO
demand,25 Rodriguez sought to intervene in the specific
and/or writ of preliminary injunction,32 docketed as
performance case to compel Basalo to faithfully comply
C.A.-G.R. S.P. No. 06075, seeking to nullify the
with his undertaking. Likewise, Rodriquez prayed for
November 13, 2013 and December 11, 2013 Orders of
the issuance of a writ of preliminary injunction
the RTC-Nabunturan in the specific performance
directing Basalo, his agents, deputies, and successors,
case.33
to be done by the Court.’ To be clear, certiorari under
The CA’s Ruling Rule 65 is appropriate to strike down an interlocutory
order only when the following requisites concur: (1)
In a Resolution34 dated May 16, 2014, the CA, when the tribunal issued such order without or in
without touching upon the merits of the case, denied excess of jurisdiction or with grave abuse of discretion;
Tom’s prayer for the issuance of a TRO and/or writ of and (2) when the assailed interlocutory order is
preliminary injunction, finding no extreme urgency on patently erroneous and the remedy of appeal would not
the matter raised by Tom, and that no clear and afford adequate and expeditious relief.” (Yu v. Reyes-
irreparable injury would be suffered if the injunctive Carpio, 667 Phil. 474, 483; 652 SCRA 341, 349 [2011])
writ was not granted.35 39 Rollo, p. 49.
Dissatisfied, Tom filed a motion for 688
reconsideration,36 but was denied in a 688 SUPREME COURT REPORTS
Resolution37dated November 5, 2014; hence, this ANNOTATED
petition.
_______________ Tom vs. Rodriguez
within the 60-day reglementary period under Rule
30 Id., at p. 113. 65 of the Rules of Court, and alleged that the CA
31 Id., at pp. 114-116. “departed from the accepted and usual course of
32 Not attached to the Rollo. judicial proceedings,”40the Court deems it proper to
33 Rollo, pp. 118 and 154. treat Tom’s petition for review on certiorari as a
34 Id., at pp. 118-119. petition for certiorari41 and, thus, proceeds to
35 Id., at p. 119. determine whether the CA gravely abused its
36 Not attached to the Rollo. discretion in denying Tom’s prayer for the issuance of
37 Rollo, pp. 120-121. a TRO and/or writ of preliminary injunction.
687 As traditionally described, grave abuse of discretion
refers to capricious or whimsical exercise of judgment
VOL. 761, JULY 6, 2015 687
as is equivalent to lack of jurisdiction. In Yu v. Reyes-
Tom vs. Rodriguez Carpio,42 the Court explained that:
The Issue Before the Court The term “grave abuse of discretion” has a specific
meaning. An act of a court or tribunal can only be
The issue for the Court’s resolution is whether or considered as with grave abuse of discretion when such
not the CA committed grave abuse of discretion in act is done in a “capricious or whimsical exercise of
denying Tom’s prayer for the issuance of a TRO and/or judgment
writ of preliminary injunction. _______________