G.R. No. 91934 ; May 27, 1991
RAMON T. TORRES, petitioner, vs. THE HONORABLE COURT OF APPEALS, HON. JUDGE ANDRES E. MATIAS, THE MANILA YACHT CLUB, INC., JOSE M. ZALDARRIAGA and DONALD JONES, respondents.

FACTS

Petitioner Ramon T. Torres, then Commodore and Director of the Manila Yacht Club, Inc. (MYC), lent his speedboat ALLEGRO to the club for free for use in the China Sea Race. The boat was damaged while in MYC’s custody, necessitating repairs which kept the boat on club premises. After his term, MYC, through its officers, demanded mooring and yard space charges from Torres for the period the boat was stored during and after repairs, totaling P91,390.00. Torres protested, asserting the charges were unjust as the boat was lent gratuitously and its detention was due to MYC’s own repairs. Despite his protest, MYC included a portion of this amount (P19,300.00) in his statement of account and subsequently posted his name on the club bulletin board as a delinquent member under its By-Laws. To avoid embarrassment and have his name removed, Torres paid the P19,300.00 under protest, expressly reserving his right to recover it.
Torres filed a complaint with the Regional Trial Court for reimbursement of the payment, plus moral and exemplary damages and attorney’s fees. MYC moved to dismiss, arguing the Securities and Exchange Commission (SEC) had exclusive jurisdiction as the matter was an intra-corporate controversy. The trial court granted the motion to dismiss, a decision affirmed by the Court of Appeals. Both courts held the dispute arose from Torres’s membership in the corporation and the enforcement of corporate by-laws regarding member indebtedness.

ISSUE

Whether the Regional Trial Court or the Securities and Exchange Commission has jurisdiction over petitioner’s complaint for reimbursement of mooring charges paid under protest and for damages.

RULING

The Supreme Court DENIED the petition, affirming the Court of Appeals. The controversy is intra-corporate and falls within the exclusive original jurisdiction of the SEC under Presidential Decree No. 902-A. The Court’s legal logic is anchored on the nature and origin of the dispute. The assessment for mooring and yard charges was made against Torres specifically in his capacity as a member of MYC. The enforcement mechanism—the posting of his name as a delinquent member—was a sanction applied pursuant to the club’s By-Laws, a function of internal corporate governance. The claim for reimbursement and the defenses raised are intrinsically linked to the rights, privileges, and obligations incident to his membership. The Court emphasized that the relationship from which the controversy sprang is the corporation-member relationship, and the resolution of the issue would necessarily involve an interpretation and application of the corporate by-laws regarding member indebtedness. Consequently, the dispute is not an ordinary civil action for sum of money but an intra-corporate matter over which the SEC, at the time, had jurisdiction. The trial court correctly dismissed the case for lack of jurisdiction.