G.R. No. 224834 & 224871, March 15, 2017
Jonathan Y. Dee, et al. vs. Harvest All Investment Limited, et al.

FACTS

Minority shareholders and a director of Alliance Select Foods International, Inc. (collectively, Harvest All, et al.) filed an intra-corporate complaint against the corporation and its board of directors (Alliance Board). The complaint challenged a board resolution that indefinitely postponed the 2015 Annual Stockholders’ Meeting (ASM) pending complete subscription to a Stock Rights Offering (SRO) valued at One Billion Pesos. Harvest All, et al. argued that conditioning the ASM on the SRO subscription unlawfully deprived stockholders of their voting rights. Their amended prayer sought to nullify the postponement resolution and to enjoin the implementation of the SRO as a precondition for the ASM.
The Regional Trial Court (RTC) dismissed the case for lack of jurisdiction due to alleged non-payment of the correct filing fees. The RTC ruled that the basis for computing fees should be the ₱1 Billion value of the SRO, which it deemed the “property in litigation,” requiring approximately ₱20 Million in fees, not the ₱8,860.00 initially assessed and paid. The RTC found bad faith, as the complainants did not declare the SRO’s value in their prayer. The Court of Appeals (CA) reversed, reinstating the case and ordering payment of proper fees upon remand, but found no intent to defraud.

ISSUE

Whether the Regional Trial Court correctly dismissed the intra-corporate complaint for failure to pay the correct docket fees based on the alleged value of the Stock Rights Offering.

RULING

No. The Supreme Court affirmed the CA’s decision, reinstating the case. The legal logic centers on the proper determination of the “property in litigation” for computing docket fees in intra-corporate cases under Rule 141 of the Rules of Court. The Court clarified that the “property in litigation” is determined by the reliefs sought in the complaint’s prayer, not by incidental references in the body. Here, the primary and ultimate objective of Harvest All, et al. was to compel the holding of the ASM and to prevent the SRO from being a precondition to it. They did not seek to nullify the SRO itself nor claim any monetary award or interest in the ₱1 Billion capital infusion.
Therefore, the subject matter of the litigation was the stockholders’ right to vote and corporate governance, not the SRO’s monetary value. The Court distinguished this from cases where the claimed monetary value is directly the object of the suit. Since the payment of the initial fees was based on the Clerk of Court’s assessment and there was no evidence of a deliberate scheme to defraud the government, the dismissal was improper. The case was remanded to the RTC for further proceedings, subject to the payment of any additional fees as may be properly assessed based on the actual reliefs sought.