GR 117079; (February, 2000) (Digest)
G.R. No. 117079 February 22, 2000
PILIPINAS BANK, petitioner, vs. COURT OF APPEALS and RICARDO C. SILVERIO SR., respondents.
FACTS
Pilipinas Bank filed a collection suit against Ricardo C. Silverio Sr. in the Regional Trial Court to recover payment for two loans obtained in 1981. Silverio, who was the bank’s majority stockholder at the time of the loan transactions, moved to dismiss the case on the ground of lack of jurisdiction. He contended that the Securities and Exchange Commission (SEC) had exclusive jurisdiction over the controversy as it constituted an intra-corporate dispute between a corporation and its stockholder. He also pointed to a pending SEC case he had initiated against the bank and others involving an agreement to repurchase his preferred shares. The trial court granted the motion to dismiss, a decision affirmed by the Court of Appeals, prompting the bank’s petition to the Supreme Court.
ISSUE
Whether the regular courts or the SEC has jurisdiction over the collection case filed by Pilipinas Bank against its stockholder, Ricardo C. Silverio Sr.
RULING
The Supreme Court ruled that the SEC has exclusive jurisdiction. The Court applied the relationship test and the nature of the controversy test. The relationship between the parties—a corporation and its stockholder—is clearly intra-corporate. More critically, the nature of the controversy is intra-corporate. The loan transactions were not isolated commercial dealings but were intrinsically linked to Silverio’s status and dealings as a controlling stockholder. The Court found the case analogous to Boman Environmental Development Corporation vs. Court of Appeals, where an action by a stockholder to enforce payment for his shares was deemed an intra-corporate controversy. Here, the collection suit arose from the stockholder’s financial dealings with the corporation, necessitating the SEC’s specialized expertise to determine if such payment would unlawfully impair corporate capital or prefer a stockholder over creditors, matters governed by the Corporation Code under the SEC’s regulatory purview. Consequently, the petition was denied and the Court of Appeals’ decision was affirmed.