CEMCO HOLDINGS, INC., petitioner, vs. NATIONAL LIFE INSURANCE COMPANY OF THE PHILIPPINES, INC., respondent.

G.R. No. 171815. August 7, 2007

FACTS:
1. Union Cement Corporation (UCC), a publicly-listed company, has two principal stockholders — UCHC, a non-listed company and Cemco.
a. Majority of UCHC's stocks were owned by BCI and ACC. Cemco, on the other hand, owned 9% of UCHC stocks.

2. BCI informed the PH Stock Exchange (PSE) that it and its subsidiary ACC had passed resolutions to sell to Cemco BCI's stocks in UCHC and ACC's stocks in UCHC.

3. In the PSE Circular for Brokers No. 3146-2004, it was stated that as a result of Cemco's acquisition of BCI and ACC's shares in UCHC, petitioner's total
beneficial ownership, direct and indirect, in UCC has increased by 36% and amounted to at least 53% of the shares of UCC.
a. As a consequence of this disclosure, the PSE inquired as to whether the Tender Offer Rule under Rule 19 of the Implementing Rules of the
Securities Regulation Code is not applicable to the purchase by petitioner of the majority of shares of UCC.
b. Director Justina Callangan of the SEC's Corporate Finance Dept responded that while it was the stance of the department that the tender offer rule
was not applicable, the matter must still have to be confirmed by the SEC en banc.
c. Director Callangan confirmed that the SEC en banc had resolved that the Cemco transaction was not covered by the tender offer rule.

4. National Life Insurance Co., a minority stockholder of UCC, sent a letter to Cemco demanding the latter to comply with the rule on mandatory tender offer.
a. Cemco, however, refused.
b. A Share Purchase Agreement was executed by ACC and BCI, as sellers, and Cemco, as buyer. The transaction was consummated and closed.

6. National Life Insurance Company of the Philippines, Inc. filed a complaint with the SEC asking it:
i. to reverse its Resolution
ii. to declare the purchase agreement of Cemco void
iii. praying that the mandatory tender offer rule be applied to its UCC shares.
iv. Cemco, UCC, UCHC, BCI and ACC were uniform in arguing that the tender offer rule applied only to a direct acquisition of the shares of the listed
company and did not extend to an indirect acquisition arising from the purchase of the shares of a holding company of the listed firm.

SEC: ruled in favor of the respondent by reversing and setting aside its Resolution and directed Cemco to make a tender offer for UCC shares to respondent
and other holders of UCC shares similar to the class held by UCHC in accordance with Sec 9 (E), Rule 19 of the SRC.

7. Petitioner filed a petition with the CA challenging the SEC's jurisdiction to take cognizance of respondent's complaint and its authority to require Cemco to
make a tender offer for UCC shares, and arguing that the tender offer rule does not apply, or that the SEC's re-interpretation of the rule could not be made to
retroactively apply to Cemco's purchase of UCHC shares.

CA: affirmed. It ruled that the SEC has jurisdiction to render the questioned decision and, in any event, Cemco was barred by estoppel from questioning the
SEC's jurisdiction. The tender offer requirement under the SRC and its Implementing Rules applies to Cemco's purchase of UCHC stocks.

ARGUMENTS:
1. Cemco contends that while the SEC can take cognizance of respondent's complaint on the alleged violation by petitioner Cemco of the mandatory tender
offer requirement under Sec 19 of RA No. 8799, the same statute does not vest the SEC with jurisdiction to adjudicate and determine the rights and obligations
of the parties since, under the same statute, the SEC's authority is purely administrative.
a. That SEC can only impose administrative sanctions
b. That SEC cannot, by mere administrative regulation, confer on itself that jurisdiction.

2. Petitioner asserts that the mandatory tender offer rule applies only to direct acquisition of shares in the public company.
3. Petitioner stresses that the ruling on mandatory tender offer rule should not have retroactive effect or be made to apply to its purchase of the UCHC shares
as it relied in good faith on the letter of the SEC which opined that the proposed acquisition of the UCHC shares was not covered by the mandatory offer rule.
ISSUE: 1. WN the SEC has jurisdiction over respondent's complaint and to require Cemco to make a tender offer for respondent's UCC shares. - YES
2. WN the rule on mandatory tender offer applies to the indirect acquisition of shares in a listed company, in this case, the indirect acquisition by Cemco of 36%
of UCC, a publicly-listed company, through its purchase of the shares in UCHC, a non-listed company. - YES
3. WN the questioned ruling of the SEC can be applied retroactively to Cemco's transaction w/c was consummated under the authority of the SEC's prior reso.
RULING:
1. In taking cognizance of respondent's complaint against petitioner and eventually rendering a judgment which ordered the latter to make a tender
offer, the SEC was acting pursuant to Rule 19 (13) of the Amended IRR of the SRC, to wit:
13. Violation
If there shall be violation of this Rule by pursuing a purchase of equity shares of a public company at threshold amounts without the required
tender offer, the Commission, upon complaint, may nullify the said acquisition and direct the holding of a tender offer. This shall be without
prejudice to the imposition of other sanctions under the Code.

a. The rule emanates from the SEC's power and authority to regulate, investigate or supervise the activities of persons to ensure compliance
with the SRC, more specifically the provision on mandatory tender offer under Sec 19 thereof.
 b. SEC has general adjudicative power which is implied from the express powers of the Commission or which is incidental to, or reasonably
necessary to carry out, the performance of the administrative duties entrusted to it. As a regulatory agency, it has the incidental power to
conduct hearings and render decisions fixing the rights and obligations of the parties.
c. May be drawn from the provisions of the SRC that the SEC has the authority not only to investigate complaints of violations of the tender
offer rule, but to adjudicate certain rights and obligations of the contending parties and grant appropriate reliefs in the exercise of its
regulatory functions under the SRC.
d. SEC has the authority to promulgate rules and regulations, subject to the limitation that the same are consistent with the declared policy of
the Code. Among them is the protection of the investors and the minimization, if not total elimination, of fraudulent and manipulative devises.
e. The power conferred upon the SEC to promulgate rules and regulations is a legislative recognition of the complexity and the constantly-
fluctuating nature of the market and the impossibility of foreseeing all the possible contingencies that cannot be addressed in advance.

f. Moreover, petitioner is barred from questioning the jurisdiction of the SEC. It must be pointed out that petitioner had participated in all the
proceedings before the SEC and had prayed for affirmative relief.

2. Tender offer is a publicly announced intention by a person acting alone or in concert with other persons to acquire equity securities of a public
company.
a. A public company is defined as a corporation which is listed on an exchange, or a corporation with assets exceeding P50M and with 200
or more stockholders, at least 200 of them holding not less than 100 shares of such company.
b. A tender offer is an offer by the acquiring person to stockholders of a public company for them to tender their shares therein on the terms
specified in the offer. Tender offer is in place to protect minority shareholders against any scheme that dilutes the share value of their
investments. It gives the minority shareholders the chance to exit the company under reasonable terms, giving them the opportunity to sell
their shares at the same price as those of the majority shareholders.

c. Under Section 19 of RA No. 8799, it is stated:

Tender Offers. 19.1. (a) Any person or group of persons acting in concert who intends to acquire at least 15% of any class of any
equity security of a listed corporation or of any class of any equity security of a corporation with assets of at least P50M and having
200 or more stockholders with at least 100 shares each or who intends to acquire at least 30% of such equity over a period of 12
months shall make a tender offer to stockholders by filing with the Commission a declaration to that effect;
and furnish the issuer, a statement containing such of the information required in Sec 17 of this Code as the Commission may
prescribe.
Such person or group of persons shall publish all requests or invitations for tender, or materials making a tender offer or requesting
or inviting letters of such a security.
Copies of any additional material soliciting or requesting such tender offers subsequent to the initial solicitation or request shall
contain such information as the Commission may prescribe, and shall be filed with the Commission and sent to the issuer not later
than the time copies of such materials are first published or sent or given to security holders.

i. Under existing SEC Rules, the 15% and 30% threshold acquisition of shares under the foregoing provision was increased to
35%. Mandatory tender offer is still applicable even if the acquisition is less than 35% when the purchase would result in
ownership of over 51% of the total outstanding equity securities of the public company.

d. The SEC and the CA ruled that the indirect acquisition by petitioner of 36% of UCC shares through the acquisition of the non-listed UCHC
shares is covered by the mandatory tender offer rule. – interpretation sustained.
e. The SEC and the CA accurately pointed out that the coverage of the mandatory tender offer rule covers not only direct acquisition but also
indirect acquisition or "any type of acquisition".
f. Petitioner counters that the legislator's reference to "any type of acquisition" during the deliberations on the SRC does not indicate that
congress meant to include the "indirect" acquisition of shares of a public corporation to be covered by the tender offer rule. That it did not
directly acquire the shares in UCC and the incidental benefit of having acquired the control of the said public company must not be taken
against it. – arguments are not convincing.
i. The legislative intent of Sec 19 of the Code is to regulate activities relating to acquisition of control of the listed company and for
the purpose of protecting the minority stockholders of a listed corp. Whatever may be the method by which control of a public
company is obtained, either through the direct purchase of its stocks or through an indirect means, mandatory tender offer applies.

3. The action of the SEC on the PSE request for opinion on the Cemco transaction cannot be construed as passing merits or giving approval to the questioned
transaction.
a. The letter of the SEC was nothing but an approval of the draft letter prepared by Director Callanga.
b. There was no public hearing where interested parties could have been heard. Hence, it was not issued upon a definite and concrete controversy
affecting the legal relations of parties thereby making it a judgment conclusive on all the parties.
c. Said letter was merely advisory. An advisory opinion of an agency may be stricken down if it deviates from the provision of the statute.

d. Assuming arguendo that the letter constitutes a ruling, the same cannot be utilized to determine the rights of the parties.
i. What is to be applied in the present case is the subsequent ruling of the SEC abandoning the opinion embodied in the letter. In Serrano
v. NLRC, an argument was raised similar to the case under consideration.
 ii. While a judicial interpretation becomes a part of the law as of the date that law was originally passed, this is subject to the qualification
that when a doctrine of this Court is overruled and a different view is adopted, and more so when there is a reversal thereof, the new
doctrine should be applied prospectively and should not apply to parties who relied on the old doctrine and acted in good faith. To hold
otherwise would be to deprive the law of its quality of fairness & justice then, if there is no recognition of what had transpired prior to such
adjudication.
iii. The decision in Columbia Pictures does not mean that if a new rule is laid down in a case, it should not be applied in that case but that
said rule should apply prospectively to cases arising afterwards. Private respondent's view of the principle of prospective application of
new judicial doctrines would turn the judicial function into a mere academic exercise with the result that the doctrine laid down would be
no more than a dictum and would deprive the holding in the case of any force.

PH VETERANS BANK v. JUSTINA CALLANGAN, in her capacity as Director of the Corp Finance Dept of the SEC and/or the SEC
G.R. No. 191995. August 3, 2011

FACTS:
1. Justina Callangan, the Director of the Corp Finance Dept of the SEC, sent the Bank a letter, informing it that it qualifies as a "public company" under Sec 17.2
of the SRC in relation with Rule 3 (1) (m) of the Amended IRR of the SRC. The Bank is thus required to comply with the reportorial requirements.

2. The Bank explained that it should not be considered a "public company" because it is a private company whose shares of stock are available only to a limited
class or sector, i.e., to World War II veterans, and not to the general public.

3. Director Callangan rejected the Bank's explanation and assessed it a total penalty of P1,937,262.80 for failing to comply with the SRC reportorial
requirements from 2001 to 2003.
a. The Bank moved for the reconsideration, but Director Callangan denied the motion.
b. Bank filed a petition for review with the CA.
c. CA dismissed the petition and affirmed the assailed SEC ruling.

ARGUMENT:
1. The Bank filed a MR
a. The Bank reiterates that it is not a "public company" subject to the reportorial requirements because its shares can be owned only by a specific
group of people, namely, World War II veterans and their widows, orphans and compulsory heirs, and is not open to the investing public in general.
b. Asks the Court to take into consideration the financial impact to the cause of "veteranism"; compliance with the reportorial requirements under the
SRC, if the Bank would be considered a "public company," would compel the Bank to spend approximately P40 million just to reproduce and mail the
"Information Statement" to its 400,000 shareholders nationwide.
ISSUE: W PH Veterans Bank is a public company.
RULING: YES
1. We DENY the motion for reconsideration for lack of merit.
2. To determine whether the Bank is a "public company" burdened with the reportorial requirements ordered by the SEC, we look to Subsections 17.1
and 17.2 of the SRC, which provide:
Section 17. Periodic and Other Reports of Issuers. —
17.1. Every issuer satisfying the requirements in Subsection 17.2 hereof shall file with the Commission:
a) Within 135 days, after the end of the issuer's fiscal year, or such other time as the Commission may prescribe, an annual report which shall
include, among others, a balance sheet, profit and loss statement and statement of cash flows, for such last fiscal year, certified by an independent
certified public accountant, and a management discussion and analysis of results of operations; and
b) Such other periodical reports for interim fiscal periods and current reports on significant developments of the issuer as the Commission may
prescribe as necessary to keep current information on the operation of the business and financial condition of the issuer.

17.2. The reportorial requirements of Subsection 17.1 shall apply to the following:
xxx xxx xxx
c) An issuer with assets of at least P50M or such other amount as the Commission shall prescribe, and having 200 or more holders each holding
at least 100 shares of a class of its equity securities: Provided, however, That the obligation of such issuer to file reports shall be terminated 90
days after notification to the Commission by the issuer that the number of its holders holding at least 100 shares is reduced to less than 100.

a. We also cite Rule 3 (1) (m) of the Amended IRR of the SRC, which defines a "public company" as "any corporation with a class of equity
securities listed on an Exchange or with assets in excess of P50M and having 200 or more holders, at least 200 of which are holding at
least 100 shares of a class of its equity securities."

3. "Public company," as contemplated by the SRC, is not limited to a company whose shares of stock are publicly listed; even companies like the Bank,
whose shares are offered only to a specific group of people, are considered a public company, provided they meet the requirements enumerated above.

4. HERE:
a. The Bank has assets exceeding P50M and has 395,998 shareholders.
b. It is considered a public company that must comply with the reportorial requirements set forth in Sec 17.1 of the SRC.
5. The Bank argues that even assuming it is considered a "public company" pursuant to Sec 17 of the SRC, the Court should interpret the pertinent
SRC provisions in such a way that no financial prejudice is done to the thousands of veterans who are stockholders of the Bank. The legislature
intended the SRC to apply only to publicly traded companies, the Court should exempt the Bank from complying w/ the reportorial requirements.
a. The Bank is apparently referring to the obligation set forth in Subsecs 17.5 and 17.6 of the SRC, which provide:
Section 17.5. Every issuer which has a class of equity securities satisfying any of the requirements in Subsection 17.2 shall furnish to
each holder of such equity security an annual report in such form and containing such information as the Commission shall prescribe.

Section 17.6. Within such period as the Commission may prescribe preceding the annual meeting of the holders of any equity security of
a class entitled to vote at such meeting, the issuer shall transmit to such holders an annual report in conformity with Subsection 17.5.

b. In making this argument, the Bank ignores the fact that the first and fundamental duty of the Court is to apply the law. Construction and
interpretation come only after a demonstration that the application of the law is impossible or inadequate unless interpretation is resorted to.
c. HERE: we see the law to be very clear and free from any doubt or ambiguity; thus, no room exists for construction or interpretation.

d. Bank's obligation to provide its stockholders with copies of its annual report is actually for the benefit of the veterans-stockholders, as it
gives these stockholders access to info on the Bank's financial status & operations, resulting in greater transparency on the part of the Bank.
e. While compliance with this requirement will undoubtedly cost the Bank money, the benefit provided to the shareholders clearly outweighs
the expense. For many stockholders, these annual reports are the only means of keeping in touch with the state of health of their
investments; to them, these are invaluable and continuing links with the Bank that immeasurably contribute to the transparency in public
companies that the law envisions.

SECURITIES AND EXCHANGE COMMISSION, petitioner, vs. PROSPERITY.COM, INC., respondent

G.R. No. 164197, [January 25, 2012]

FACTS:
1. Prosperity.Com, Inc. (PCI) sold computer software and hosted websites without providing internet service.
a. To make a profit, PCI devised a scheme in which, for the price of US$234 (subsequently increased to US$294), a buyer could acquire from it an
internet website of a 15-Mega Byte (MB) capacity.
b. At the same time, by referring to PCI his own down-line buyers, a first-time buyer could earn commissions, interest in real estate in the PH and in
the US, and insurance coverage worth P50,000.
2. To benefit from this scheme, a PCI buyer must enlist and sponsor at least 2 other buyers as his own down-lines. These second tier of buyers could in turn
build up their own down-lines.
a. For each pair of down-lines, the buyer-sponsor received a US$92 commission. But referrals in a day by the buyer-sponsor should not exceed 16
since the commissions due from excess referrals inure to PCI, not to the buyer-sponsor.
3. PCI patterned its scheme from that of Golconda Ventures, Inc. (GVI), which company stopped operations after the SEC issued a CDO against it.
a. As it later on turned out, the same persons who ran the affairs of GVI directed PCI's actual operations.

4. In 2001, disgruntled elements of GVI filed a complaint with the SEC against PCI, alleging that the latter had taken over GVI's operations.
a. SEC issued a CDO against PCI.
i. SEC: PCI's scheme constitutes an Investment contract and, following the SRC, it should have first registered such contract/securities with the SEC.

b. Instead of asking the SEC to lift its CDO in accordance with Sec 64.3 of RA 8799, PCI filed with the CA a petition for certiorari against the SEC
with an application for a TRO and preliminary injunction.
i. CA did not act promptly on this application for TRO, PCI returned to the SEC and filed with it before the lapse of the 5-day period a
request to lift the CDO.
ii. PCI moved to withdraw its petition before the CA to avoid possible forum shopping violation.

c. During the pendency of PCI's action before the SEC, however, the CA issued a TRO, enjoining the enforcement of the CDO.
i. In response, the SEC filed with the CA a motion to dismiss the petition on ground of forum shopping.
ii. CA: dismissed the petition, finding PCI guilty of forum shopping.
iii. But on PCI's motion, the CA reversed itself and reinstated the petition.
iv. CA: granting PCI's petition and setting aside the SEC-issued CDO.
a. That, following the Howey test, PCI's scheme did not constitute an investment contract that needs registration pursuant to R.A. 8799.
ISSUE: WN PCI's scheme constitutes an investment contract that requires registration under R.A. 8799.
RULING: NO
1. The SRC treats investment contracts as "securities" that have to be registered with the SEC before they can be distributed and sold.
a. An investment contract is a contract, transaction, or scheme where a person invests his money in a common enterprise and is led to
expect profits primarily from the efforts of others (IRR).
b. US Supreme Court has on several occasions discussed the nature of investment contracts. That court's rulings, while not binding in the
Philippines, enjoy some degree of persuasiveness insofar as they are logical and consistent with the country's best interests.
 i. The US SC held in SEC v. W.J. Howey Co. that, for an investment contract to exist, the following elements, referred to as
the Howey test must concur: (CICEP)
(1) a Contract, transaction, or scheme;
(2) an Investment of money;
(3) investment is made in a Common enterprise;
(4) Expectation of profits; and
(5) Profits arising primarily from the efforts of others.

c. Thus, to sustain the SEC position in this case, PCI's scheme or contract with its buyers must have all these elements.

d. EXAMPLE: long-term commercial papers that large companies, like San Miguel Corporation (SMC), offer to the public for raising funds that it
needs for expansion. When an investor buys these papers or securities, he invests his money, together with others, in SMC with an expectation of
profits arising from the efforts of those who manage and operate that company. SMC has to register these commercial papers with the SEC before
offering them to investors.

e. HERE:
i. PCI's clients do not make such investments. They buy a product of some value to them: an Internet website of a 15-MB capacity.
The client can use this website to enable people to have internet access to what he has to offer to them, say, some skin cream.
The buyers of the website do not invest money in PCI that it could use for running some business that would generate profits for
the investors. The price of US$234.00 is what the buyer pays for the use of the website, a tangible asset that PCI creates, using its
computer facilities and technical skills.

ii. Actually, PCI appears to be engaged in network marketing, a scheme adopted by companies for getting people to buy their
products outside the usual retail system where products are bought from the store's shelf.
a. Under this scheme, adopted by most health product distributors, the buyer can become a down-line seller. The latter
earns commissions from purchases made by new buyers whom he refers to the person who sold the product to him.
The network goes down the line where the orders to buy come.
b. These can hardly be regarded as profits from investment of money under the Howey test.

iii. The last requisite in the Howey test is lacking in the marketing scheme that PCI has adopted.
iv. It is PCI that expects profit from the network marketing of its products. PCI is correct in saying that the US$234 it gets from its
clients is merely a consideration for the sale of the websites that it provides.

INTESTATE ESTATE OF ALEXANDER TY, represented by the Administratrix, SYLVIA TY vs. CA, HON. GASCON, and ALEJANDRO TY

SYLVIA TY, in her capacity as Administratrix of the Intestate Estate of Alexander Ty vs. CA and ALEJANDRO B. TY, respondents.
G.R. No. 112872. April 19, 2001
FACTS:
1. Sylvia Ty was married to Alexander Ty, son of private respondent Alejandro Ty.
a. Alexander died of leukemia and was survived by his wife, Sylvia, and only child, Krizia Katrina.
b. In the settlement of his estate, Sylvia was appointed administratrix of her late husband's intestate estate.

2. Sylvia filed a motion for leave to sell or mortgage estate property in order to generate funds for the payment of deficiency estate taxes.
a. Alejandro Ty then filed 2 complaints for the recovery of the subject property,
i. praying for the declaration of nullity of the deed of absolute sale of the shares of stock executed by private respondent in favor of the
deceased Alexander, and
ii. praying for the recovery of the pieces of property that were placed in the name of deceased Alexander by private respondent, the same
property being sought to be sold out, mortgaged, or disposed of by petitioner.
b. Alejandro claimed that even if said property were placed in the name of deceased Alexander, they were acquired through private respondent’s
money, without any cause or consideration from deceased Alexander.

c. Motions to dismiss were filed by Sylvia. Both motions alleged lack of jurisdiction of the trial court, claiming that the cases involved intra-corporate
disputes cognizable by the SEC).
d. Other grounds raised in G.R. No. 114672 were:
1) An express trust between private respondent Alejandro and his deceased son Alexander;
2) Bar by the statute of limitations;
3) Private respondent's violation of SC Circular 28-91 for failure to include a cert of non-forum shopping in his complaints; and
4) Bar by laches.

3. The motions to dismiss were denied.

4. Sylvia then filed petitions for certiorari in the CA— also dismissed for lack of merit.
5. Petitioner raises the issue of jurisdiction of the trial court. She alleges that an intra-corporate dispute is involved. Hence, under Section 5(b) of PD 902-A, the
SEC has jurisdiction over the case.
ISSUE: W SEC has jurisdiction over this case.
RULING: NO
1. Jurisdiction over the subject matter is conferred by law. The nature of an action, as well as which court or body has jurisdiction over it, is determined
based on the allegations contained in the complaint of the plaintiff.

2. Petitioner argues that the present case involves a suit between two stockholders of the same corporation which thus places it beyond the
jurisdictional periphery of regular trial courts and more within the exclusive competence of the SEC by reason of Sec 5(b) of PD 902-A, since repealed.
a. However, it does not necessarily follow that when both parties of a dispute are stockholders of a corporation, the dispute is automatically
considered intra-corporate in nature and jurisdiction consequently falls with the SEC.
b. PD 902-A did not confer upon the SEC absolute jurisdiction and control over all matters affecting corporations, regardless of the nature of
the transaction which gave rise to such disputes.
c. The better policy in determining which body has jurisdiction over this case would be to consider, not merely the status of the parties
involved, but likewise the nature of the question that is the subject of the controversy.
d. When the nature of the controversy involves matters that are purely civil in character, it is beyond the ambit of the limited jurisdiction of the SEC.
e. HERE:
i. The relationship of private respondent when he sold his shares of stock to his son was one of vendor and vendee.
ii. The question raised in the complaints is whether or not there was indeed a sale in the absence of cause or consideration. The
proper forum for such a dispute is a RTC.
iii. No special corporate skill is necessary in resolving the issue of the validity of the transfer of shares from one stockholder to
another of the same corporation.
iv. Both actions sought to declare the nullity of the transfers of property to the decedent on the ground that they were not supported
by any cause or consideration, and thus, are considered void ab initio for being absolutely simulated or fictitious.
v. The determination whether a contract is simulated or not is an issue that could be resolved by applying pertinent provisions of
the Civil Code, particularly those relative to obligations and contracts. Disputes concerning the application of the Civil Code are
properly cognizable by courts of general jurisdiction.

vi. Under the newly enacted SRC, this issue is now moot and academic because whether or not the issue is intra-corporate, it is
the RTC and no longer the SEC that takes cognizance of the controversy.
a. Under Sec 5.2 of RA No. 8799, original and exclusive jurisdiction to hear and decide cases involving intra-
corporate controversies have been transferred to courts of general jurisdiction or the appropriate RTC.
3. Other issues:
A. Petitioner contends that private respondent is attempting to enforce an unenforceable express trust over the disputed real property.
a. Petitioner is in error when she contends that an express trust was created by Alejandro when he transferred the property to his son.
b. Express trusts are those that are created by the direct and positive acts of the parties, by some writing or deed or will or by words evidencing an intention to
create a trust.
c. Implied trusts are those which, without being expressed, are deducible from the nature of the transaction by operation of law as matters of equity,
independently of the particular intention of the parties.
d. Thus, if the intention to establish a trust is clear, the trust is express; if the intent to establish a trust is to be taken from circumstances or other matters
indicative of such intent, then the trust is implied.

e. HERE: Alejandro contends that the pieces of property were transferred in the name of the deceased Alexander for the purpose of taking care of the
property for him and his siblings. Such transfer having been effected without cause of consideration, a resulting trust was created.
i. A resulting trust arises in favor of one who pays the purchase money of an estate and places the title in the name of another, because of the
presumption that he who pays for a thing intends a beneficial interest therein for himself. The trust is said to result in law from the acts of the
parties. Such a trust is implied in fact.
ii. If a trust was then created, it was an implied, not an express trust, which may be proven by oral evidence, and it matters not whether property is
real or personal.

B. Petitioner's assertion that private respondent's action is barred by the statute of limitations is erroneous.
a. Statute of limitations cannot apply in this case. Resulting trusts generally do not prescribe, except when the trustee repudiates the trust.
b. Further, an action to reconvey will not prescribe so long as the property stands in the name of the trustee. To allow prescription would be to permit a trustee
to acquire title against his principal and the true owner.

C. Petitioner is also mistaken in her contention that Alejandro violated SC Circular 28-91.
a. Although Sec 5, Rule 7 of the 1997 Rules on Civil Procedure makes the requirement of filing a verification and cert of non-forum-shopping applicable to all
courts, this cannot be applied in the case at bar.
b. At the time the original complaint was first filed on December 10 (for G.R. 112872) and 28 (for G.R. 114672), 1992, such certification requirement only
pertained to cases in the CA and the SC.

D. Contrary to what petitioner contends, there could be no laches in this case.

a. Private respondent filed his complaint on December 10, 1992 and on December 28, 1992, only over a month after petitioner filed in the probate
proceedings a petition to mortgage or sell the property in dispute. Private respondent's actions were in fact very timely.