G.R. No. 229603 , September 29, 2021.
ANA MARIA QUE TAN, ELAINE VICTORIA QUE TAN, CAROLINA QUE VILLONGCO, FRANCIS QUE VILLONGCO, CARLO GERONIMO QUE VILLONGCO, MICHAEL CLIMENT QUE VILLONGCO, MARCELIA QUE VILLONGCO AND ANGELICA QUE GONZALES, PETITIONERS, VS. GEMINIANO QUE YABUT III, CARLOS QUE YABUT, GERONIMO QUE YABUT, JOSE ELSTON QUE YABUT, MA. CORAZON QUE GARCIA, ANTHONY QUE GARCIA, EUMIR CARLO QUE CAMARA, PAOLO QUE CAMARA AND ABIMAR QUE CAMARA, RESPONDENTS.

FACTS

The contending parties are stockholders of Carlque Plastic, Inc. (Carlque). Cecilia Que Yabut, together with respondents Geminiano Que Yabut III, et al., collectively hold 7,030 shares; while petitioners Ana Maria Que Tan, et al., own 7,032 shares. The remaining 938 shares (QPC shares) are owned by the late Que Pei Chan, but these shares were omitted from Carlque’s General Information Sheet for 2011 and 2012. In January 2013, Cecilia, as Corporate Secretary, issued a notice for the annual stockholders’ meeting. Petitioners called for its postponement until the QPC shares were accounted for. They then filed a Complaint for Distribution/Settlement of Shares of Stock and Injunction against respondents, praying for a TRO to enjoin the meeting and to declare that ownership rights pertaining to the QPC shares may not be exercised. The Heirs of Que Pei Chan were not made parties to the complaint. The RTC denied the TRO application but later issued an Order finding the complaint not a nuisance suit and granting petitioners’ Motion for Production of Documents, requiring respondents to produce Carlque’s corporate books and records. Respondents filed a Petition for Certiorari and Prohibition with the CA. The CA rendered a Decision nullifying the RTC Order and dismissing the complaint, holding that the Heirs of Que Pei Chan are indispensable parties, the cause of action was moot as the meeting did not take place, and the production of documents was incomplete without the heirs. Petitioners filed a Motion for Reconsideration, which was denied.

ISSUE

Whether the CA was correct in setting aside the RTC Order dated May 20, 2013 and in dismissing the Complaint in Civil Case No. CV-941-MN.

RULING

No. The Supreme Court granted the petition, reversed and set aside the CA Decision and Resolution, and reinstated the RTC Order dated May 20, 2013. The Court held that the CA committed reversible error in dismissing the complaint. First, the complaint was not a nuisance or harassment suit as it raised genuine intra-corporate issues requiring presentation of evidence. Second, the Heirs of Que Pei Chan are not indispensable parties but merely necessary parties, as a judgment can be rendered without necessarily affecting their rights over the QPC shares; the trial court could order their joinder. Third, the cause of action was not moot, as petitioners also sought to declare void the act of calling the meeting to prevent its repetition. Fourth, the RTC correctly granted the Motion for Production of Documents under the Interim Rules of Procedure Governing Intra-Corporate Controversies. The case was remanded to the RTC with instructions to order the joinder of the Heirs of Que Pei Chan and all other persons having interest in the QPC shares, and to proceed with the resolution of the case on the merits with dispatch.