GOCHAN et al vs Young (Celicia Gochan Gochan Uy, Mike Uy, Uy, et al) Nature: Petition for Review on Certiorari assailing assailing the Decision of the Court of Appeals FACTS: eli! eli! Gochan Gochan " #ons #ons Realt Realty y Corpo Corporat ration ion (Gocha (Gochan n Realt Realty) y) is registere$ in #%C with eli! Gochan #r& " ' others as incorporators& he $aughter of eli! Gochan #r& (" the other of respon$ents), Alice, Alice, inherite$ '* shares of stock in Gochan Realty& +hen Alice $ie$, she left the '* shares to her husan$ -ohn .oung, #r& he RC a$/u$icate$ 0123 of these shares to the chil$ren of Alice&
Accor$ing to the #%C @r$er9 !"# 8t !"# 8t has een shown that te complainant eirs of Alice an$ -ohn, suin suing g in 4%8 4%8R R @+ R8G4 R8G4 to the the stoc stocks, ks, ad never never $een stoc%olders of stoc%olders of recor$ of Gochan Realty to confer the with the legal capacity to ring an$ aintain their action& %ven though the heirs succee$e$ the estate, they $i$ not ecoe autoatically the stockhol$ers of the corporation& #ince they are not yet stockhol$ers, the case cannot e consi$ere$ as an intra
4aving earne$ $ivi$en$s, these stocks nuere$ 256& -ohn .oung #r& re7ueste$ Gochan Realty to partition the shares of his late wife y cancelling the stock certificates in his nae an$ issuing new stock certificates in the naes of the chil$ren& Petitioner Gochan Realty refuse$, citing as reason, the right of first refusal refusal grante$ grante$ to the reaining reaining stockhol stockhol$ers $ers y the Articles of 8ncorporation& -ohn .oung, #r& $ie$ an$ left the shares to the respon$ents& *SEC: Respon Respon$en $ents ts Cecili Cecilia a Gochan Gochan Uy an$ Miguel Miguel Uy filed a complaint complaint for issuance of shares of stock to the rightful owners, nullification of shares of stock, reconveyance of property ipresse$ with trust, accounting, reoval of officers an$ $irectors an$ $aages against Petitioner Gochan Realty& Petitione Petitioners rs Gochan et al file$ file$ a motion to dismiss dismiss the coplaint alleging that9 (2) the #%C has no /uris$iction over the nature of the action: (;) the respon$ents were not the real parties causes of action were arre$ y the #tatute of ?iitations& #%C 4earing @fficer granted te motion to dismiss
B#ection '& Derivative #uit < o action shall e rought y stockhol$er in the righ rightt of a corp corpor orat atio ion n unless unless te compla complaina inant nt -as a stoc%older at the tie the 7uestione$ transaction occurre$ as well as at the tie the action was file$ an$ reains a stockhol$er $uring the pen$ency of the action& ! ! !&> Accor$ing to /urispru$ence, /urispru$ence, a stockhol$er ringing ringing a $erivative action ust have een so (a stockhol$er) at the tie the transaction or act cop copla lain ine$ e$ of took took plac place& e& he he fail failur ure e to cop coply ly with with the the /uris$ictional re7uireent on $erivative action ust result in the $isissal of the instant coplaint& <<<<<<<<<<<< otion for reconsi$eration $i$ not interrupt the =*<$ay
perio$ for appeal ecause sai$ otion was pro
were the in/ure$ parties& he Court is not convince$F
CA: Respon$ents filed a 0etition for (evie- with the Court of Appeals&
he Coplaint shows allegations of in/ury to the corporation itself9 (2) here was conspiracy an$ frau$ in $epressing the value of the stock of the Corporation an$ to in$uce the inority stockhol$ers to sell their shares of stock for an ina$e7uate consi$eration& Petitioner %stean Gochan et al unlawfully an$ frau$ulently appropriate$ for theselves the fun$s of the Corporation y $rawing e!cessive aounts in the for of salaries an$ cash a$vances an$ charging their purely personal e!penses to the Corporation&
CA rule$ that the #%C ha$ no /uris$iction as far as the heirs of Alice Gochan were concerne$, ecause they were not yet stockhol$ers& 1+T it uphel$ the capacity of Respon$ents Cecilia Gochan Uy an$ Miguel Uy& 8t also uphel$ that the intestate %state of -ohn .oung #r& was an in$ispensale party& Moreover, it $eclare$ that respon$ents Motion for Reconsi$eration efore the #%C was not pro fora: thus, its filing tolle$ the appeal perio$& "2 Su$3)ssue9 +1 the #pouses Uy have the personality to file an action efore the #%C against Gochan Realty Corporation& E .%#F Held: Petitioners argue that #pouses Cecilia an$ Miguel ha$ no capacity to ring the suit since they were no longer stockhol$ers at the tie& Allege$ly, the corporation ha$ alrea$y purchase$ their stocks& Cecilia averre$ that the purchase contract of her stocks was null an$ voi$ which the court a$itte$& hus, Cecilia reains to e a stockhol$er of the corporation& Although she was no longer registere$ as a stockhol$er in the corporate records as of the filing of the case efore the #%C, the a$itte$ allegations in the Coplaint a$e her still a ona fi$e stockhol$er of Gochan Realty, as etween sai$ parties& 4owever, petitioners conten$ that the statute of liitations alrea$y ars the spouses action eing voi$ale& 4owever, the sale of the stock was not voi$ale, ut was voi$ a initio& he contention that the action has prescrie$ cannot e sustaine$& Prescription cannot e invoke$ as a groun$ if the contract is allege$ to e voi$ a initio& &2 4ain )ssue: +1 the #pouses Uy coul$ ring a $erivative suit in the nae of Gochan Realty to re$ress wrongs allege$ly coitte$ against it for which the $irectors refuse$ to sue E .%#F Held: Petitioners conten$ that the action file$ y the #pouses was not a $erivative suit, ecause the spouses an$ not the corporation
(;) he payent of P2,;**,*** y the Corporation to Respon$ent Cecilia for her shares of stock constitute$ an unlawful an$ partial li7ui$ation an$ $istriution of assets to a stockhol$er, resulting in the ipairent of the capital of the Corporation an$ prevente$ it fro otherwise utiliing sai$ aount for its regular an$ lawful usiness, to the $aage an$ pre/u$ice of the Corporation, its cre$itors, an$ of coplainants as inority stockhol$ers As early as 2622, this Court has recognie$ the right of a single stockhol$er to file $erivative suits& 8n its wor$s9 +here corporate $irectors have coitte$ a reach of trust either y their frau$s, ultra vires acts, or negligence, an$ the corporation is unale or unwilling to institute suit to ree$y the wrong, a single stockhol$er ay institute that suit, suing on ehalf of hiself an$ other stockhol$ers an$ for the enefit of the corporation, to ring aout a re$ress of the wrong $one $irectly to the corporation an$ in$irectly to the stockhol$ers& he allegations of in/ury to the #pouses Uy can coe!ist with those pertaining to the corporation& he personal in/ury suffere$ y the spouses cannot $is7ualify the fro filing a $erivative suit on ehalf of the corporation& 'octrine: he fact that certain persons are not registere$ as stockhol$ers in the ooks of the corporation will not ar the fro filing a $erivative suit, if it is evi$ent fro the allegations in the coplaint that they are ona fi$e stockhol$ers
52 Su$3)ssue +1 the intestate estate of -ohn .oung #r& is an in$ispensale party in the #%C case consi$ering that the in$ivi$ual heirs shares are still in the $ece$ent stockhol$ers nae& Held: Petitioners conten$ that the 8ntestate %state of -ohn D& .oung #r& is not an in$ispensale party, as it not enefite$ or in/ure$ y any court /u$gent& 8t woul$ e useful to point out that one of the causes of action state$ in the Coplaint file$ with the #%C refers to the registration, in the nae of the other heirs of Alice Gochan .oung, of 0123th of the shares still registere$ un$er the nae of -ohn D& .oung #r& #ince all the shares that elonge$ to Alice are still in his nae, no final $eterination can e ha$ without his estate eing iplea$e$ in the suit& 4is estate is thus an in$ispensale party with respect to $ealing with the registration of the shares in the naes of the heirs of Alice& 62 Su$3)ssue +hether or not the cancellation of notice of lis pen$ens was /ustifie$ consi$ering that the suit $i$ not involve real properties owne$ y Gochan Realty& << @ Held: he Court foun$ no reason to $istur the ruling of the Court of Appeals& here were allegations of reach of trust an$ confi$ence an$ usurpation of usiness opportunities in conflict with petitioners fi$uciary $uties to the corporation, resulting in $aage to the Corporation& Un$er these causes of action, respon$ents are asking for the $elivery to the Corporation of possession of the parcels of lan$ an$ their correspon$ing certificates of title. 4ence, the suit necessarily affects the title to or right of possession of the real property sought to e reconveye$& he Rules of Court allows the annotation of a notice of lis pendens in actions affecting the title or right of possession of real property& hus, the Court of Appeals was correct in reversing the #%C @r$er for the cancellation of the notice of lis pendens. Effect of (A 7/..: 8ntra
/uris$iction of courts of general /uris$iction, no longer of the #ecurities an$ %!change Coission& ')S0OS)T)ON9 Petition D%8%DF
