G.R. No. 224834 & G.R. No. 224871, February 28, 2018
Jonathan Y. Dee, et al. vs. Harvest All Investment Limited, et al.

FACTS

This case originated from a complaint filed by Harvest All Investment Limited and other minority shareholders (Harvest All, et al.) against Alliance Select Foods International, Inc. and its directors. The complaint, docketed as COMM’L CASE NO. 15-234 before the Regional Trial Court (RTC) of Pasig, sought to compel the holding of the 2015 Annual Stockholders’ Meeting (ASM) in accordance with the corporate by-laws, specifically before the completion of a Stock Rights Offering (SRO). The Supreme Court, in a prior Decision dated March 15, 2017, affirmed with modification the rulings of the Court of Appeals, remanding the case to the RTC for further proceedings to determine jurisdictional issues related to the sufficiency of the docket fees paid by Harvest All, et al.
Subsequently, multiple motions for reconsideration were filed by various corporate directors and the corporation itself. The movants argued that the case had been rendered moot and academic by supervening events, namely: the SRO was completed on October 28, 2015, the 2015 ASM was held on March 1, 2016, and the 2016 ASM was conducted on June 28, 2016, all without any injunctive relief from the courts. They contended that remanding the case for further proceedings would be futile and a waste of judicial resources. In opposition, Harvest All, et al. maintained that the case was not moot, arguing that the supervening events should not be allowed to moot the case as they were the result of the movants’ own actions.

ISSUE

Whether the motions for reconsideration should be granted on the ground that supervening events have rendered the main case moot and academic, thereby making the remand to the RTC unnecessary.

RULING

The Supreme Court denied the motions for reconsideration with finality. The Court held that the supervening events cited by the movants did not warrant a reversal of its prior Decision ordering a remand. The Court clarified that its March 15, 2017 Decision resolved only the preliminary, jurisdictional issues of whether Harvest All, et al. paid insufficient filing fees and whether such underpayment was made in good faith. These issues were determinative solely of whether the RTC properly acquired jurisdiction over the case and did not touch upon the merits of the underlying corporate dispute.
Consequently, the proper forum to determine whether the supervening events—the completion of the SRO and the holding of the ASMs—had indeed rendered the case moot and academic is the RTC itself, to which the case was being remanded. The Court emphasized that such a determination requires an examination and verification of factual claims and allegations, a function best performed by the trial court. The other arguments raised in the motions were mere reiterations of issues already evaluated and passed upon. Thus, finding no cogent reason to modify or reverse its earlier ruling, the Court denied the motions and ordered the entry of judgment.