G.R. No. 130328 . May 31, 2000.
UBS Marketing Corporation and Johnny K.H. Uy, petitioners, vs. The Honorable Special Third Division of the Court of Appeals, Ban Hua U. Flores, Ban Ha U. Chua, and Rolando M. King, respondents.

FACTS

Petitioners Johnny K.H. Uy and respondents Ban Hua Uy-Flores and Ban Ha Uy-Chua are siblings and were interlocking stockholders and officers of family corporations, including UBS Marketing Corporation and Soon Kee Commercial, Inc. Due to family disagreements, they agreed to divide the businesses through deeds of assignment executed on June 5, 1987, and a formal settlement on July 1, 1987, whereby UBS Marketing would go to Johnny Uy and Soon Kee Commercial to the other family members. Subsequently, petitioners filed a complaint with the Securities and Exchange Commission (SEC) for the recovery of UBS Marketing’s corporate books and an accounting of its funds and properties, alleging respondents, as former officers, refused to turn them over post-segregation.
The SEC Hearing Officer rendered a judgment by default, ordering respondents to render a full accounting of assets for both corporations, among other reliefs. The SEC en banc modified this order, directing respondents to account only for the assets, properties, and receivables of Soon Kee Commercial and UBS Marketing. Respondents challenged this order via certiorari in the Court of Appeals, which granted the petition, ruling that the SEC en banc’s directive for a full accounting constituted an amendment of the judgment that introduced new matters beyond the original prayer in the complaint.

ISSUE

Whether the Court of Appeals erred in ruling that the SEC en banc’s order for respondents to render a full accounting of corporate assets constituted a substantial amendment to the judgment beyond the reliefs prayed for in the original complaint.

RULING

Yes, the Court of Appeals erred. The Supreme Court reinstated the SEC en banc’s order. The legal logic is anchored on the principle that a court or quasi-judicial body may grant relief warranted by the facts established during the proceedings, even if not specifically detailed in the prayer of the complaint. The original petition before the SEC sought the turn-over of corporate books and an accounting for funds and properties of UBS Marketing. The factual allegations clearly established that respondents, as managing directors and accountant, had custody and control over the assets and records of both corporations involved in the family settlement.
The relief of a full accounting is intrinsically linked to and necessary for the resolution of the core intra-corporate controversy regarding the post-segregation obligations of the former officers. It is a procedural and equitable remedy to ascertain the complete financial state of the corporations as a basis for adjudicating the parties’ rights under their agreement. The SEC en banc’s order did not introduce a new cause of action but was a proper exercise of its jurisdiction to grant complete relief based on the evidence presented and the nature of the dispute, which this Court had previously declared to be intra-corporate. The appellate court’s restrictive view erroneously treated the prayer for relief as a rigid limitation, contrary to established rules of pleading and the SEC’s mandate to fully settle such controversies.