G.R. No. 202664 , November 20, 2015
MANUEL LUIS C. GONZALES AND FRANCIS MARTIN D. GONZALES, PETITIONERS, VS. GJH LAND, INC. (FORMERLY KNOWN AS S.J. LAND, INC.), CHANG HWAN JANG A.K.A. STEVE JANG, SANG RAK KIM, MARIECHU N. YAP, AND ATTY. ROBERTO P. MALLARI II, RESPONDENTS.

FACTS

Petitioners Manuel Luis C. Gonzales and Francis Martin D. Gonzales filed a Complaint for Injunction with prayer for Status Quo Order, TRO and Damages before the Regional Trial Court (RTC) of Muntinlupa City. The complaint sought to enjoin the sale of shares in S.J. Land, Inc. (now GJH Land, Inc.), which petitioners claimed to have already bought and fully paid for, thereby acquiring 40% and 10% of the outstanding capital stock. The case was raffled to RTC Branch 276 of Muntinlupa City, which is not a designated Special Commercial Court. Branch 276 issued a temporary restraining order and a writ of preliminary injunction. Respondents moved to dismiss the case on the ground of lack of jurisdiction over the subject matter, arguing it was an intra-corporate dispute falling under the exclusive jurisdiction of the designated Special Commercial Court (Branch 256 of Muntinlupa City). Branch 276 granted the motion to dismiss, ruling it had no jurisdiction as it was not a designated Special Commercial Court. Petitioners moved for reconsideration, arguing the RTCs have jurisdiction over intra-corporate disputes per Republic Act No. 8799 , and the case should merely be transferred to the proper branch. Branch 276 denied the motion, citing the ruling in Calleja v. Panday that a court without jurisdiction can only dismiss the case and cannot order its transfer. The petitioners sought the reversal of this dismissal.

ISSUE

Whether the Regional Trial Court (RTC) Branch 276, which is not a designated Special Commercial Court, correctly dismissed the intra-corporate case for lack of jurisdiction, or whether it should have merely transferred the case to the designated Special Commercial Court (Branch 256) within the same judicial station.

RULING

The dissenting opinion of Justice Perez disagrees with the ponencia‘s conclusion that jurisdiction over the transferred SEC cases (under Section 5 of P.D. No. 902-A) was vested in all RTCs, with the Supreme Court’s designation of Special Commercial Courts being merely a procedural tool for the exercise of that jurisdiction. The dissent bases its analysis on the plain wording of Section 5.2 of Republic Act No. 8799 (The Securities Regulation Code), which states: “The Commission’s jurisdiction over all cases enumerated under Section 5 of Presidential Decree No. 902-A is hereby transferred to the Courts of general jurisdiction or the appropriate Regional Trial Court: Provided, that the Supreme Court in the exercise of its authority may designate the Regional Trial Court branches that shall exercise jurisdiction over the cases.”
Applying the rule of statutory construction that a statute must be read as a whole and every part must be given effect, the dissent concludes that the proviso (“Provided, that the Supreme Court… may designate…”) is an integral part of the law conferring jurisdiction. It is not merely procedural but is a substantive qualification on which RTC branches shall exercise the transferred jurisdiction. Therefore, the law did not transfer jurisdiction to all RTCs indiscriminately, but to the RTCs as designated by the Supreme Court. Since Branch 276 was not designated as a Special Commercial Court, it did not acquire jurisdiction over the intra-corporate dispute. Consequently, having no jurisdiction, Branch 276 acted correctly in dismissing the case and could not order its transfer to Branch 256. The dissent maintains that the ponencia errs in treating the Supreme Court’s designation as a mere procedural incident related to the exercise of jurisdiction, rather than as a constitutive element of the jurisdiction itself as provided by law.