G.R. No. 203023, June 17, 2015.
PHILIPPINE COMMUNICATIONS SATELLITE CORPORATION and PHILCOMSAT HOLDINGS CORPORATION, Petitioners, vs. SANDIGANBAYAN 5th DIVISION and PRESIDENTIAL COMMISSION ON GOOD GOVERNMENT, Respondents.
FACTS
Petitioners Philippine Communications Satellite Corporation (PHILCOMSAT) and PHILCOMSAT Holdings Corporation (PHC) filed a complaint before the Sandiganbayan against respondent Presidential Commission on Good Government (PCGG) to compel the PCGG to withdraw its objection to the listing of the increase in PHC’s capital stock on the Philippine Stock Exchange (PSE). PHC, formerly Liberty Mines, Inc., entered into agreements with PHILCOMSAT, leading to PHILCOMSAT subscribing to a substantial number of shares and PHC applying for listing these shares on the PSE. The PCGG, citing the need to settle conflicting claims between two sets of board of directors of Philippine Overseas Telecommunication Corporation (POTC) and PHILCOMSAT, requested the PSE to suspend the listing. After a unified board was elected for POTC and PHILCOMSAT in 2007, which the PCGG recognized as valid in a 2008 Resolution, PHILCOMSAT demanded the PCGG withdraw its objection. The PCGG failed to do so, prompting the lawsuit. The Sandiganbayan dismissed the complaint for lack of jurisdiction, ruling it was an action for specific performance (within Regional Trial Court jurisdiction) and an intra-corporate dispute. Petitioners filed a motion for reconsideration, which was denied.
ISSUE
Whether the Sandiganbayan erred in dismissing the case for lack of jurisdiction on the ground that the action involves an intra-corporate controversy.
RULING
The Supreme Court denied the petition and affirmed the Sandiganbayan’s Resolutions. The Court held that the Sandiganbayan correctly dismissed the complaint for lack of jurisdiction. The action was one for specific performance (to compel the PCGG to withdraw its objection), which is incapable of pecuniary estimation and falls under the exclusive original jurisdiction of the Regional Trial Court pursuant to Section 19 of Batas Pambansa Blg. 129, as amended. Furthermore, the controversy was an intra-corporate dispute. The PCGG, as the representative of the Republic of the Philippines—which indirectly owned 28.7% of PHC through its 34.9% ownership of POTC (which wholly owns PHILCOMSAT)—had a direct interest in the PHC shares. The dispute arose from the PCGG’s act of objecting to the listing to protect the government’s interest as a stockholder, and the determination of whether that objection should be withdrawn hinged on the settlement of conflicting claims within the corporate structure of POTC and PHILCOMSAT. Such disputes relating to the corporation’s internal affairs and the relationship between and among stockholders are intra-corporate. The PCGG’s authority to act for the Republic in relation to sequestered shares, including taking steps to prevent their dissipation, supports its involvement in this corporate matter. Therefore, the Sandiganbayan did not have jurisdiction over the subject matter.