Corpo Revalida 3. Richard Tom Vs Samuel Rodriguez

[G.R. No. 215764. July 6, 2015.
]
RICHARD K. TOM, petitioner, vs. SAMUEL N. RODRIGUEZ, respondent.
Fidel Cu (Cu) sold viaDeed of Conditional Sale his 17,237 shares of stock in GDITI to Virgilio S. Ramos
(Ramos) and Cirilo C. Basalo, Jr. (Basalo).5 When the latter failed to pay the purchase price, Cu sold
15,233 of the same shares through a Deed of Sale in favor of Edgar D. Lim (Lim), Eddie C. Ong (Ong),
and Arnold Gunnacao (Gunnacao), who also did not pay the consideration therefor.
The following were elected as officers of GDITI: Lim as President and Chairman of the Board, Basalo as
Vice President for Visayas and Mindanao, Ong as Treasurer and Vice President for Luzon, and Gunnacao
as Director, among others.7
However, a group8 led by Ramos composed of individuals who were not elected as officers of GDITI –
which included Tom – forcibly took over the GDITI offices and performed the functions of its officers.
This prompted GDITI, through its duly-elected Chairman and President, Lim, to file an action for
injunction and damages against Ramos, et al.,
Pending the injunction case, Cu resold his shares of stock in GDITI to Basalo for a consideration of
60,000,000.00, as evidenced by an Agreement. Under the said agreement, Cu sold not only his remaining
1,997 shares of stock in GDITI, but also the shares of stock subject of the previously-executed Deed of
Conditional Sale in favor of Ramos, as well as the Deed of Sale in favor of Lim, Ong, and Gunnacao,
where the respective considerations were not paid.11
As such, Cu intervened in the injunction case claiming that, as an unpaid seller, he was still the legal
owner of the shares of stock subject of the previous contracts he entered into with Ramos, Lim, Ong, and
Gunnacao.12
RTC-Manila granted Cu’s application for Preliminary Mandatory and Preliminary Prohibitory
Injunctions, and thereafter issued corresponding writs therefor on October 20, 2010,14 which, inter alia,
directed the original parties (plaintiff Lim and those acting under his authority, and defendants Ramos, et
al.) to cease and desist from performing or causing the performance of any and all acts of management
and control over GDITI, and to give Cu, as intervenor, the authority to put in order GDITI’s business
operations.
In view of his successful intervention in the injunction case, Cu executed a Special Power of Attorney 16
(SPA) dated October 18, 2010 in favor of Cezar O. Mancao II (Mancao) constituting the latter as his duly
authorized representative to exercise the powers granted to him in the October 11, 2010 Order, and to
perform all acts of management and control over GDITI.
Thereafter, herein respondent Samuel N. Rodriguez (Rodriguez) filed a Complaint-in-Intervention, 23

alleging that in a Memorandum of Agreement 24 (MOA) dated May 2, 2012, Basalo authorized him to
take over, manage, and control the operations of GDITI in the Luzon area, and, in such regard, effectively
revoked whatever powers Basalo had previously given to Mancao.||| (Tom v. Rodriguez, G.R. No.
215764, [July 6, 2015])
However, as Basalo purportedly refused to honor the terms and conditions of the MOA despite demand,
Rodriguez sought to intervene in the specific performance case to compel Basalo to faithfully comply
with his undertaking. Likewise, Rodriguez prayed for the issuance of a writ of preliminary injunction
directing Basalo, his agents, deputies, and successors, and all other persons acting for and on his behalf, to
honor his obligations under the MOA.
ISSUE: The issue for the Court's resolution is whether or not the CA committed grave abuse of discretion
in denying Tom's prayer for the issuance of a TRO and/or writ of preliminary injunction.
HELD: YES. Keeping the foregoing in mind, the Court finds that the CA committed grave abuse of
discretion amounting to lack or excess of jurisdiction in denying Tom's prayer for the issuance of a TRO
and/or writ of preliminary injunction. The issuance of an injunctive writ is warranted to enjoin the RTC-
Nabunturan from implementing its November 13, 2013 and December 11, 2013 Orders in the specific
performance case placing the management and control of GDITI to Rodriguez, among other directives.
This pronouncement follows the well-entrenched rule that a corporation exercises its powers through its
board of directors and/or its duly authorized officers and agents, except in instances where the
Corporation Code requires stockholders' approval for certain specific acts. 46 As statutorily provided for
in Section 23 of Batas Pambansa Bilang 68, 47 otherwise known as "The Corporation Code of the
Philippines": DETACa
SEC. 23. The board of directors or trustees. — Unless otherwise provided in this Code, the corporate
powers of all corporations formed under this Code shall be exercised, all business conducted and all
property of such corporations controlled and held by the board of directors or trustees to be elected
from among the holders of stocks, or where there is no stock, from among the members of the
corporation, who shall hold office for one (1) year until their successors are elected and qualified. Every
director must own at least one (1) share of the capital stock of the corporation of which he is a director,
which share shall stand in his name on the books of the corporation. Any director who ceases to be the
owner of at least one (1) share of the capital stock of the corporation of which he is a director shall
thereby cease to be a director. Trustees of non-stock corporations must be members thereof. A majority of
the directors or trustees of all corporations organized under this Code must be residents of the Philippines.
Accordingly, it cannot be doubted that the management and control of GDITI, being a stock corporation,
are vested in its duly elected Board of Directors, the body that: (1) exercises all powers provided for
under the Corporation Code; (2) conducts all business of the corporation; and (3) controls and holds all
property of the corporation. Its members have been characterized as trustees or directors clothed with a
fiduciary character.
Thus, by denying Tom's prayer for the issuance of a TRO and/or writ of preliminary injunction, the CA
effectively affirmed the RTC's Order placing the management and control of GDITI to Rodriguez, a mere
intervenor, on the basis of a MOA between the latter and Basalo, in violation of the foregoing provision
of the Corporation Code. In so doing, the CA committed grave abuse of discretion amounting to lack or
excess of jurisdiction, which is correctable by certiorari.

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[G.R. No. 215764. July 6, 2015.

Thereafter, herein respondent Samuel N. Rodriguez (Rodriguez) filed a Complaint-in-Intervention, 23

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