G.R. No. 190590 July 12, 2017
Roberto V. San Jose and Delfin P. Angcao, Petitioners vs. Jose Ma. Ozamiz, Respondent

FACTS

Respondent Jose Ma. Ozamiz, a stockholder of Philcomsat Holdings Corporation (PHC), requested from petitioners, who were corporate officers, copies of board and committee meeting minutes from 2000 to 2007. After his written requests and follow-ups were not complied with, Ozamiz filed a complaint for inspection of books with the Regional Trial Court (RTC). Petitioners moved to dismiss the case, arguing that the Sandiganbayan had exclusive jurisdiction. Their contention was that PHC’s majority shareholder, Philippine Communications Satellite Corporation (Philcomsat), was wholly owned by Philippine Overseas Telecommunications Corporation (POTC), and both Philcomsat and POTC were under sequestration by the Presidential Commission on Good Government (PCGG). Thus, any incident involving these sequestered companies, including a derivative case against a subsidiary, allegedly fell under the Sandiganbayan’s jurisdiction.
The RTC dismissed the complaint for lack of jurisdiction, agreeing with petitioners that the sequestration of the parent companies extended jurisdiction to the Sandiganbayan over all related incidents. Ozamiz appealed to the Court of Appeals (CA), which reversed the RTC. The CA held that the RTC properly had jurisdiction because PHC itself was not a sequestered company, and the complaint was a simple intra-corporate dispute for inspection of corporate records. Petitioners elevated the case to the Supreme Court via a petition for review on certiorari.

ISSUE

Whether the Regional Trial Court or the Sandiganbayan has jurisdiction over a complaint for inspection of corporate books filed by a stockholder against officers of a corporation whose controlling stock is owned by a sequestered company.

RULING

The Supreme Court denied the petition and affirmed the CA’s decision, ruling that the RTC has jurisdiction. The Court clarified that jurisdiction is determined by the allegations in the complaint and the nature of the action. Ozamiz’s complaint was a straightforward intra-corporate controversy—a stockholder’s exercise of the right to inspect corporate records under the Corporation Code. It did not involve the recovery of ill-gotten wealth or any violation of the Anti-Graft and Corrupt Practices Act, which are within the Sandiganbayan’s exclusive domain.
The legal logic rests on the principle that the sequestration of a parent company does not automatically extend the Sandiganbayan’s jurisdiction to all subsidiaries or to all incidents involving them. For the Sandiganbayan to have jurisdiction, the corporation itself must be under sequestration, or the case must directly involve the sequestration order or the recovery of ill-gotten wealth. Here, PHC was not under sequestration. The mere fact that its controlling shares were owned by a sequestered entity did not transform a routine intra-corporate dispute into a matter falling under the Sandiganbayan’s exclusive jurisdiction. The action was purely an intra-corporate controversy properly cognizable by the RTC under its special commercial court jurisdiction. The Court emphasized that the RTC’s jurisdiction over such matters is not divested by the indirect relationship to sequestered assets when the cause of action itself is separate and distinct from the sequestration.