Aguirre vs FQB+7[ G.R. No. 170770, January 09, 2013 ]

FACTS:
● Petitioners, Vitaliano Aguirre and Fidel Aguirre were included in the list of Directors and
Subscribers of the Articles of Incorporation of FQB+7 Inc.
● Vitaliano filed, in his individual capacity and on behalf of FQB+7, Inc., a Complaint for
intra-corporate dispute, injunction, inspection of corporate books and records, and
damages, against respondents Nathaniel D. Bocobo, Priscila D. Bocobo, and Antonio De
Villa.
● As far as Vitialiano’s knowledge, there were no changes in the list of directors and
subscribers in the AOI, except for the death of Francisco Q. Bocobo and Alfredo Torres.
● Vitaliano then found out that a General Information Sheet of FQB+7 in the Securities and
Exchange Commission records was filed by Francisco Q. Bocobo’s heirs, Nathaniel and
Priscila, as FQB+7’s president and secretary/treasurer. It stated FQB+7’s directors and
subscribers wherein Vitaliano was no longer included. It was indicated in the GIS that the
stockholders of FQB+7’s held their annual meeting.
● The substantive changes found in the GIS, the composition of directors and subscribers
of FQB+7, prompted Vitaliano to write to the “real” Board of Directors, the directors
reflected in the Articles of Incorporation, represented by Fidel N. Aguirre. Vitaliano
questioned the validity and truthfulness of the alleged stockholders meeting that was
held. He asked the “real” Board to rectify what he perceived as erroneous entries in the
GIS, and to allow him to inspect the corporate books and records. However, Vitialiano’s
requests were ignored.
● Nathaniel as FQB+7’s president appointed Antonio as the corporation’s attorney-in-fact,
with power of administration over the corporation’s farm. Antonio attempted to take over
the farm, but was allegedly prevented by Fidel and his men.
● The Complaint asked for an injunction against them and for the nullification of all their
previous actions as purported directors, including the GIS they had filed with the SEC.
The Complaint also sought damages for the plaintiffs and a declaration of Vitaliano’s
right to inspect the corporate records.
○ RTC: The respondents failed, despite notice, to attend the hearing on Vitaliano’s
application for preliminary injunction. The trial court then granted the application
based only on Vitaliano’s testimonial and documentary evidence, consisting of
the corporation’s articles of incorporation, by-laws, the GIS, demand letter on the
“real” Board of Directors, and police blotter of the incident between Fidel’s and
Antonio’s groups.
○ CA: The appellate court ruled that the trial court committed a grave abuse of
discretion when it issued the writ of preliminary injunction to remove the

respondents from their positions in the Board of Directors based only on
Vitaliano’s self-serving and empty assertions. Such assertions cannot outweigh
the entries in the GIS, which were documented facts on record, which stated that
respondents were stockholders and were duly elected corporate directors and
officers of FQB+7, Inc.
○ The CA postulated that Section 122 of the Corporation Code allows a dissolved
corporation to continue as a body corporate for the limited purpose of liquidating
the corporate assets and distributing them to its creditors, stockholders, and
others in interest. It does not allow the dissolved corporation to continue its
business.
○ That being the state of the law, the CA determined that Vitaliano’s Complaint,
being geared towards the continuation of FQB+7, Inc.’s business, should be
dismissed because the corporation has lost its juridical personality. Moreover, the
CA held that the trial court does not have jurisdiction to entertain an
intra-corporate dispute when the corporation was already dissolved.

ISSUE: Whether or not the RTC has jurisdiction over an intra-corporate dispute involving a
dissolved corporation.

​RULING:
● The Supreme Court ruled that Intra-corporate disputes remain even when the corporation
was dissolved. As long as the nature of the controversy was intra-corporate, the
designated RTCs have the authority to exercise jurisdiction over such cases.
● To be considered as an intra-corporate dispute, the case:
a. Must arise out of intra-corporate or partnership relations, and
b. The nature of the question subject of the controversy must be such that it is
intrinsically connected with the regulation of the corporation or the enforcement
of the parties’ rights and obligations under the Corporation Code and the internal
regulatory rules of the corporation.
So long as these two criteria were satisfied, the dispute was intra-corporate and the RTC,
acting as a special commercial court, has jurisdiction over it.
● As to the dissolution of the corporation, it simply prohibited the corporation from
continuing its business. However, despite such dissolution, the parties involved in the
litigation were still corporate actors. The dissolution does not automatically convert the
parties into total strangers or change their intra-corporate relationships. Neither does it
change or terminate existing causes of action, which arose because of the corporate ties
between the parties. Thus, a cause of action involving an intra-corporate controversy
remains and must be filed as an intra-corporate dispute despite the subsequent
dissolution of the corporation