Professional Documents
Culture Documents
TURNER
vs.
LORENZO
SHIPPING
CORP.
as
borne
out
by
its
Financial
Statements
for
Fiscal
Year
1999
showing
a
G.R.
No.
157479
-‐
November
2010
deficit
of
P72,973,114.00
as
of
December
31,
1999.
FACTS:
Upon
the
respondent’s
refusal
to
pay,
the
petitioners
sued
the
The
petitioners
(Philip
and
Elnora
Turner)
held
1,010,000
shares
of
respondent
for
collection
and
damages
in
the
RTC
on
January
22,
2001.
stock
of
the
respondent
(Lorenzo
Shipping
Corp.),
a
domestic
corporation
engaged
primarily
in
cargo
shipping
activities.
The
The
petitioners
filed
their
motion
for
partial
summary
judgment,
respondent
decided
to
amend
its
articles
of
incorporation
to
remove
claiming
that
the
respondent
has
an
accumulated
unrestricted
retained
the
stockholders’
pre-‐emptive
rights
to
newly
issued
shares
of
stock.
earnings
of
P11,975,490.00,
evidenced
by
its
Financial
Statement
as
of
The
petitioners
voted
against
the
amendment
and
demanded
payment
the
Quarter
Ending
March
31,
2002;
of
their
shares
at
the
rate
of
P2.276/share
based
on
the
book
value
of
the
shares,
or
a
total
of
P2,298,760.00.
The
respondent
opposed
the
motion
for
partial
summary
judgment,
stating
that
the
determination
of
the
unrestricted
retained
earnings
The
respondent
found
the
fair
value
of
the
shares
demanded
to
be
should
be
made
at
the
end
of
the
fiscal
year
of
the
respondent,
and
that
unacceptable.
It
insisted
that
the
market
value
on
the
date
before
the
the
petitioners
did
not
have
a
cause
of
action
against
the
respondent.
action
to
remove
the
pre-‐emptive
right
was
taken
should
be
the
value,
or
P0.41/share
(P414,100.00)
and
that
the
payment
could
be
made
RTC
granted
the
petitioners’
motion
fixing
the
fair
value
of
the
shares
of
only
if
the
respondent
had
unrestricted
retained
earnings
in
its
books
stocks
at
P2.54
per
share.
The
evidence
submitted
shows
that
the
to
cover
the
value
of
the
shares,
which
was
not
the
case.
respondent
has
retained
earnings
of
P11,975,490
as
of
March
21,
2002.
This
is
not
disputed
by
the
defendant.
Its
only
argument
against
The
disagreement
on
the
valuation
of
the
shares
led
the
parties
to
paying
is
that
there
must
be
unrestricted
retained
earnings
at
the
constitute
an
appraisal
committee
pursuant
to
Sec.
82
of
the
time
the
demand
for
payment
is
made.
RTC
further
stated
that
the
Corporation
Code.
The
committee
reported
its
valuation
of
law
does
not
say
that
the
unrestricted
retained
earnings
must
exist
at
P2.54/share,
for
an
aggregate
value
of
P2,565,400.00.
the
time
of
the
demand.
Even
if
there
are
no
retained
earnings
at
the
time
the
demand
is
made
if
there
are
retained
earnings
later,
the
fair
Subsequently,
the
petitioners
demanded
payment
based
on
the
value
of
such
stocks
must
be
paid.
The
only
restriction
is
that
there
valuation
plus
2%/month
penalty
from
the
date
of
their
original
must
be
sufficient
funds
to
cover
the
creditors
after
the
dissenting
demand
for
payment,
as
well
as
the
reimbursement
of
the
amounts
stockholder
is
paid.
advanced
as
professional
fees
to
the
appraisers.
Subsequently,
on
November
28,
2002,
the
RTC
issued
a
writ
of
Respondent
refused
the
petitioners’
demand,
explaining
that
pursuant
execution.
to
the
Corporation
Code,
the
dissenting
stockholders
exercising
their
appraisal
rights
could
be
paid
only
when
the
corporation
had
The
respondent
commenced
a
special
civil
action
for
certiorari
in
the
unrestricted
retained
earnings
to
cover
the
fair
value
of
the
shares,
but
CA.
CA
issued
a
TRO,
enjoining
the
petitioners,
and
their
agents
and
that
it
had
no
retained
earnings
at
the
time
of
the
petitioners’
demand,
representatives
from
enforcing
the
writ
of
execution.
By
then,
however,
the
writ
of
execution
had
been
partially
enforced.
The
TRO
then
lapsed
without
the
CA
issuing
a
writ
of
preliminary
injunction
to
prevent
the
Corporation
Code
did
not
provide
that
the
unrestricted
retained
execution.
Thereupon,
the
sheriff
resumed
the
enforcement
of
the
writ
earnings
must
already
exist
at
the
time
of
the
demand.
of
execution.
The
RTC’s
construal
of
the
Corporation
Code
was
unsustainable,
CA
granted
respondent's
petition.
The
Orders
and
the
corresponding
because
it
did
not
take
into
account
the
petitioners’
lack
of
a
cause
of
Writs
of
Garnishment
are
NULLIFIED
and
the
Civil
Case
is
ordered
action
against
the
respondent.
In
order
to
give
rise
to
any
obligation
to
DISMISSED.
pay
on
the
part
of
the
respondent,
the
petitioners
should
first
make
a
valid
demand
that
the
respondent
refused
to
pay
despite
having
ISSUE:
unrestricted
retained
earnings.
Otherwise,
the
respondent
could
not
be
WON
the
petitioners
have
a
valid
cause
of
action
against
the
said
to
be
guilty
of
any
actionable
omission
that
could
sustain
their
respondent.
action
to
collect.
HELD:
Neither
did
the
subsequent
existence
of
unrestricted
retained
earnings
No.
SC
upheld
the
decision
of
the
CA.
RTC
acted
in
excess
of
its
after
the
filing
of
the
complaint
cure
the
lack
of
cause
of
action.
The
jurisdiction.
petitioners’
right
of
action
could
only
spring
from
an
existing
cause
of
action.
Thus,
a
complaint
whose
cause
of
action
has
not
yet
accrued
No
payment
shall
be
made
to
any
dissenting
stockholder
unless
cannot
be
cured
by
an
amended
or
supplemental
pleading
alleging
the
the
corporation
has
unrestricted
retained
earnings
in
its
books
to
existence
or
accrual
of
a
cause
of
action
during
the
pendency
of
the
cover
the
payment
(apply
the
Trust
fund
doctrine).
In
case
the
action.
For,
only
when
there
is
an
invasion
of
primary
rights,
not
before,
corporation
has
no
available
unrestricted
retained
earnings
in
its
does
the
adjective
or
remedial
law
become
operative.
Verily,
a
books,
Sec.
83
provides
that
if
the
dissenting
stockholder
is
not
paid
the
premature
invocation
of
the
court’s
intervention
renders
the
complaint
value
of
his
shares
within
30
days
after
the
award,
his
voting
and
without
a
cause
of
action
and
dismissible
on
such
ground.
In
short,
the
dividend
rights
shall
immediately
be
restored.
Civil
Case,
being
a
groundless
suit,
should
be
dismissed.
The
respondent
had
indisputably
no
unrestricted
retained
earnings
in
Even
the
fact
that
the
respondent
already
had
unrestricted
retained
its
books
at
the
time
the
petitioners
commenced
the
Civil
Case
on
earnings
more
than
sufficient
to
cover
the
petitioners’
claims
on
June
January
22,
2001.
It
proved
that
the
respondent’s
legal
obligation
to
26,
2002
(when
they
filed
their
motion
for
partial
summary
judgment)
pay
the
value
of
the
petitioners’
shares
did
not
yet
arise.
The
Turners’
did
not
rectify
the
absence
of
the
cause
of
action
at
the
time
of
the
right
of
action
arose
only
when
petitioner
had
already
retained
commencement
of
the
Civil
Case.
The
motion
for
partial
summary
earnings
in
the
amount
of
P11,975,490.00
on
March
21,
2002;
such
judgment,
being
a
mere
application
for
relief
other
than
by
a
pleading,
right
of
action
was
inexistent
on
January
22,
2001
when
they
filed
was
not
the
same
as
the
complaint
in
the
Civil
Case.
Thereby,
the
the
Complaint.
petitioners
did
not
meet
the
requirement
of
the
Rules
of
Court
that
a
cause
of
action
must
exist
at
the
commencement
of
an
action,
which
is
The
RTC
concluded
that
the
respondent’s
obligation
to
pay
had
accrued
"commenced
by
the
filing
of
the
original
complaint
in
court."
by
its
having
the
unrestricted
retained
earnings
after
the
making
of
the
demand
by
the
petitioners.
It
based
its
conclusion
on
the
fact
that
the
Additional
info:
2.
If
the
withdrawing
stockholder
and
the
corporation
cannot
agree
on
Cause
of
Action:
the
fair
value
of
the
shares
within
a
period
of
60
days
from
the
date
the
A
cause
of
action
is
the
act
or
omission
by
which
a
party
violates
a
right
stockholders
approved
the
corporate
action,
the
fair
value
shall
be
of
another.
The
essential
elements
of
a
cause
of
action
are:
(a)
the
determined
and
appraised
by
three
disinterested
persons,
one
of
whom
existence
of
a
legal
right
in
favor
of
the
plaintiff;
(b)
a
correlative
legal
shall
be
named
by
the
stockholder,
another
by
the
corporation,
and
the
duty
of
the
defendant
to
respect
such
right;
and
(c)
an
act
or
omission
third
by
the
two
thus
chosen.
The
findings
and
award
of
the
majority
of
by
such
defendant
in
violation
of
the
right
of
the
plaintiff
with
a
the
appraisers
shall
be
final,
and
the
corporation
shall
pay
their
award
resulting
injury
or
damage
to
the
plaintiff
for
which
the
latter
may
within
30
days
after
the
award
is
made.
Upon
payment
by
the
maintain
an
action
for
the
recovery
of
relief
from
the
defendant.
corporation
of
the
agreed
or
awarded
price,
the
stockholder
shall
Although
the
first
two
elements
may
exist,
a
cause
of
action
arises
only
forthwith
transfer
his
or
her
shares
to
the
corporation.
(Sec.
82)
upon
the
occurrence
of
the
last
element,
giving
the
plaintiff
the
right
to
maintain
an
action
in
court
for
recovery
of
damages
or
other
3.
All
rights
accruing
to
the
withdrawing
stockholder’s
shares,
including
appropriate
relief.
voting
and
dividend
rights,
shall
be
suspended
from
the
time
of
demand
for
the
payment
of
the
fair
value
of
the
shares
until
either
the
Stockholder's
Appraisal
Right:
abandonment
of
the
corporate
action
involved
or
the
purchase
of
the
Section
81.
Instances
of
appraisal
right.
-‐
Any
stockholder
of
a
shares
by
the
corporation,
except
the
right
of
such
stockholder
to
corporation
shall
have
the
right
to
dissent
and
demand
payment
of
the
receive
payment
of
the
fair
value
of
the
shares.
(Sec.
83)
fair
value
of
his
shares.
4.
Within
10
days
after
demanding
payment
for
his
or
her
shares,
a
The
right
of
appraisal
may
be
exercised
when
there
is
a
fundamental
dissenting
stockholder
shall
submit
to
the
corporation
the
certificates
change
in
the
charter
or
articles
of
incorporation
substantially
of
stock
representing
his
shares
for
notation
thereon
that
such
shares
prejudicing
the
rights
of
the
stockholders.
It
does
not
vest
unless
are
dissenting
shares.
A
failure
to
do
so
shall,
at
the
option
of
the
objectionable
corporate
action
is
taken.
It
serves
the
purpose
of
corporation,
terminate
his
rights
under
this
Title
X
of
the
Corporation
enabling
the
dissenting
stockholder
to
have
his
interests
purchased
and
Code.
If
shares
represented
by
the
certificates
bearing
such
notation
are
to
retire
from
the
corporation.
transferred,
and
the
certificates
are
consequently
canceled,
the
rights
of
The
Corporation
Code
defines
how
the
right
of
appraisal
is
exercised,
as
the
transferor
as
a
dissenting
stockholder
under
this
Title
shall
cease
well
as
the
implications
of
the
right
of
appraisal,
as
follows:
and
the
transferee
shall
have
all
the
rights
of
a
regular
stockholder;
and
all
dividend
distributions
that
would
have
accrued
on
such
shares
shall
1.
The
appraisal
right
is
exercised
by
any
stockholder
who
has
voted
be
paid
to
the
transferee.
(Sec.
86)
against
the
proposed
corporate
action
by
making
a
written
demand
on
the
corporation
within
30
days
after
the
date
on
which
the
vote
was
5.
If
the
proposed
corporate
action
is
implemented
or
effected,
the
taken
for
the
payment
of
the
fair
value
of
his
shares.
The
failure
to
make
corporation
shall
pay
to
such
stockholder,
upon
the
surrender
of
the
the
demand
within
the
period
is
deemed
a
waiver
of
the
appraisal
right.
certificates
of
stock
representing
his
shares,
the
fair
value
thereof
as
of
(Sec.
82)
the
day
prior
to
the
date
on
which
the
vote
was
taken,
excluding
any
appreciation
or
depreciation
in
anticipation
of
such
corporate
action.
(Sec.
82)
Following
the
trend
in
the
development
of
properties
in
the
same
area,
CUA
JR.
vs.
OCAMPO
PRCI
wished
to
convert
its
Makati
property
from
a
racetrack
to
urban
G.R.
Nos.
181455-‐56
&
182008
-‐
December
4,
2009
residential
and
commercial
use.
Given
the
location
and
size
of
its
Makati
property,
PRCI
believed
that
the
same
was
severly
under-‐
FACTS:
utilized.
Hence,
PRCI
management
decided
to
transfer
its
racetrack
Two
petitions
were
presented
before
the
SC:
(1)
a
Petition
for
Review
from
Makati
to
Cavite.
on
Certiorari
under
Rule
45
of
the
Rules
of
Court
filed
by
petitioners
Santiago,
Cua,
Jr.,
Solomon
Cua,
and
Robles
in
their
capacity
as
director
As
to
its
Makati
property,
PRCI
management
decided
it
was
best
to
spin
of
the
Philippine
Racing
Club,
Inc.
(PRCI)
and
(2)
a
Petition
for
off
the
management
and
development
of
the
same
to
a
wholly
owned
Certiorari
and
Prohibition
under
Rule
65
of
the
Rules
of
Court
filed
by
subsidiary,
so
that
PRCI
could
continue
to
focus
its
efforts
on
pursuing
petitioner
Santiago
Cua
Sr.
its
core
business
competence
of
horse
racing.
Instead
of
organizing
and
establishing
a
new
corporation
for
the
said
purpose,
PRCI
management
Both
petitions
assail
the
Decision
and
Resolution
of
the
CA
in
the
opted
to
acquire
another
domestic
corporation,
JTH
Davies
Holdings,
consolidated
cases
CA-‐G.R.
No.
99679
and
No.
99780.
Inc.
(JTH).
PRCI
is
a
corporation
organized
and
established
under
Philippine
laws
The
PRCI
Board
of
Directors
held
a
meeting
on
September
26,
2006.
to:
(1)
carry
on
the
business
of
a
race
course
in
all
its
branches,
and,
in
Among
the
directors
present
were
petitioners
Santiago
Sr.,
Santiago
Jr.,
particular,
to
conduct
horse
races
or
races
of
any
kind,
to
accept
bets
on
and
Solomon
as
well
as
respondent
Dulay.
All
the
directors
present,
the
results
of
the
races,
etc.;
and
(2)
to
promote
the
breeding
of
better
except
respondent
Dulay,
voted
affirmatively
and
resolved
that
PRCI
horses
in
the
Philippines,
lend
all
possible
aid
in
the
development
of
intends
to
acquire
up
to
100%
of
the
common
shares
of
stock
of
JTH
by
sports,
and
uphold
the
principles
of
good
sportmanship
and
fair
play.
way
of
negotiated
sale.
In
1999,
the
AOI
of
PRCI
was
amended
to
include
a
secondary
purpose,
The
next
day,
September
27,
2006,
PRCI
entered
into
a
Sale
and
viz:
Purchase
Agreement
for
the
acquisition
from
JME
of
95.5%
of
the
outstanding
capital
stock
of
JTH.
To
acquire
real
properties
and/or
develop
real
properties
into
mix-‐use
realty
projects
including
but
not
limited
to
leisure,
recreational
and
In
the
Special
Stockholders’
Meeting
held
on
November
7,
2006,
almost
memorial
parks
and
to
own,
operate,
manage
and/or
sell
these
real
84.42%
of
the
outstanding
capital
stock
of
PRCI
were
present.
The
estate
projects.
acquisition
by
PRCI
of
JTH
was
presented
for
approval.
PRCI
owns
only
2
real
properties,
each
covered
by
several
TCT.
One
is
The
matter
of
the
proposed
exchange
was
taken
up
and
approved
by
known
as
the
Sta.
Ana
Racetrack
(Makati
property),
measuring
up
to
the
PRCI
Board
of
Directors
in
its
May
11,
2007
meeting,
again
with
the
21.2
hectares
and
the
other
is
located
in
the
towns
of
Naic
and
Tanza
in
lone
dissent
of
respondent
Dulay.
Cavite
(Cavite
property).
On
July
10,
2007,
respondents
Miguel,
et
al.,
as
minority
stockholders
of
PRCI
filed
before
the
RTC
a
Complaint,
denominated
as
a
Derivative
Suit
with
prayer
for
the
issuance
of
TRO/Preliminary
Injunction,
The
basis
of
a
stockholders’
suit
is
always
one
of
equity.
However,
it
against
the
rest
of
the
Directors
of
PRCI
and/or
JTH.
RTC
Judge
issued
cannot
prosper
without
first
complying
with
the
legal
requisites
for
its
the
TRO
prayed
for.
institution.
Rule
8,
Sec
1
of
the
Interim
Rules
of
Procedure
for
Intacorporate
Controversies
(IRPICC)
lays
down
the
ff.
requirements
The
Annual
Stockholders’
Meeting
of
PRCI
scheduled
on
July
17,
2007,
which
a
stockholders
must
comply
with
in
filing
a
derivative
suit:
failed
to
push
through
for
lack
of
quorum.
On
July
19,
2007,
petitioners
Santiago
Jr.,
et
al.,
filed
a
Petition
for
Certiorari
with
the
CA.
The
day
Sec
1.
Derivative
Action.-‐
A
stockholder
or
member
may
bring
an
action
after,
Santiago,
Sr.,
also
as
PRCI
director,
filed
his
own
petition
for
in
the
name
of
a
corporation
or
association,
as
the
case
may
be,
Certiorari
and
Prohibition.
provided,
that:
In
the
meantime,
upon
the
expiration
of
the
TRO
issued
by
RTC
Judge
4. He
was
a
stockholder
or
member
at
the
time
the
acts
or
Untalan,
the
Annual
Stockholders’
Meeting
(ASM)
of
PRCI
was
again
transactions
subject
of
the
action
occurred
and
at
the
the
time
the
scheduled
on
October
10,
2007.
However,
Judge
Untalan
issued
a
action
was
filed;
Permanent
Injunction.
As
a
result,
the
ASM
of
PRCI
proceeded
as
5. He
exerted
all
reasonable
efforts,
and
alleges
the
same
with
scheduled
without
taking
up
the
matters
covered
by
the
permanent
particularity
in
the
complaint,
to
exhaust
all
remedies
available
injunction
issued
by
the
RTC.
under
the
articles
of
incorporations
by-‐laws,
laws
or
rules
governing
the
corporation
or
partnership
to
obtain
the
relief
he
At
their
annual
meeting
on
June
18,
2008,
PRCI
stockholders
had
desires;
already
confirmed
and
approved
the
actions
and
resolutions
of
the
6. No
appraisal
rights
are
available
for
the
act
or
acts
complained
PRCI
Board
of
Directors.
Resultantly,
on
July
7,
2008,
PRCI
and
JTH
duly
of;
and
signed
and
executed
a
Deed
of
Transfer
with
Subscription
Agreement,
7. The
suit
is
not
a
nuisance
or
harassment
suit.
covering
the
exchange
of
the
Makati
propertyo
of
PRCI
for
shares
of
stock
of
JTH.
The
import
of
establishing
the
availability
or
unavailability
of
appraisal
rights
to
the
minorit
stockholder
is
further
highlighted
by
the
fact
that
However,
the
BIR
reversed/revoked
its
earlier
ruling
that
the
propert-‐ it
is
one
of
the
factors
in
determining
whether
or
not
a
complaint
for-‐shares
exchange
between
PRCI
and
JTH
was
a
tax-‐free
transaction.
involving
an
intra-‐corporate
controversy
is
a
nuisance
and
harassment
As
a
result,
PRCI
and
JTH
executed
a
Disengagement
Agreement,
by
suit.
virtue
of
which
PRCI
and
JTH
would
disengaged
and
would
no
longer
implement
the
Deed
of
Transfer
with
Subscription
Agreement.
PRCI
The
Corporation
Code
expressly
made
appraisal
rights
available
to
disclosed
the
Disengagement
Agreement
to
SEC.
dissenting
stockholder
as
provided
in
Secs.
42
and
81.
ISSUE:
Respondents
Miguel,
et
al.,
themselves
admitted
that
the
property-‐for-‐
WON
the
derivative
suit
was
proper
shares
exchange
between
PRCI
and
JTH,
approved
by
majority
of
the
PRCI
Board
of
Directors,
involved
all
or
substantially
all
of
the
HELD:
properties
and
assets
of
PRCI.
Irrefragably,
the
said
transaction
The
court
ruled
in
the
negative.
qualified
as
one
of
the
instances
when
dissenting
stockholders,
such
as
respondents
Miguel,
et
al.,
could
have
exercised
their
appraisal
rights.
The
Court
finds
specious
the
averments
of
respondents
Miguel,
et
al.,
that
appraisal
rights
were
not
available
to
them,
because
appraisal
rights
may
only
be
exercised
by
stockholders
who
had
voted
against
the
proposed
corporate
action;
and
that
at
the
time
respondents
Miguel,
et
al.,
instituted
a
civil
case,
PRCI
stockholders
had
yet
to
vote
on
othe
intended
property-‐for-‐shares
exchange
between
PRCI
and
JTH.
Respondents
themselves
caused
the
unavailability
of
appraisal
rights
by
filing
the
complaint
in
civil
case
No.
07-‐0610.
More
than
anything,
the
derivative
suit
of
respondents
Miguel,
et
al.,
raises
questions
of
whether
their
derivative
suit
was
prematurely
filed
for
they
had
failed
to
ecert
all
reasonable
efforts
to
exhaust
all
other
remedies
available
under
the
AOI,
by-‐laws,
laws
or
rules
governing
the
corporation
or
partnership,
as
required
by
Rule
8,
Section
1
(2)
of
IRPICC.
The
obvious
intent
behind
the
rule
is
to
make
the
derivative
suit
the
final
recourse
of
the
stockholder,
after
all
other
remedies
to
obtain
the
relief
sought
have
failed.