Asiga Mining Corporation Vs. Manila Mining Corporation and Basiana Mining Exploration Corporation

Majestic Plus International, Inc. Vs. Bullion Investment and Development Corporation/Majestic Pluc International, Inc. Vs. Bullion Investment and Development Corporation, et al.
G.R. No. 201017/G.R. No. 215289. December 5, 2016

The RTC rendered summary judgement on the issue between the parties.

Majestic's causes of action in its Complaint are anchored on Bullion's supposed violations of the provision of the subject MOA. On September 7, 2004, Bullion, represented by its President, entered into a Memorandum of Agreement6 (MOA) with Majestic, which was represented by one Dionisio N. Yao. Majestic claims that it also incurred expenses for the purpose of sustaining the construction of Meisic Mall and the acquisition of various equipment for use inside the mall in the sum of One Hundred Thirty-Four Million Five Hundred Twenty-Two Thousand Eight Hundred Three Pesos and Twenty­Two Centavos (P134,522,803.22).

Majestic's allegations are controverted by Bullion who, in a like manner, asserts that by virtue of Majestic's failure to comply with the provisions of the said MOA, it decided to rescind the same.

As to the issue of rescission of the subject MOA, Bullion contends that it rescinded the MOA because Majestic failed to pay several installments of its obligations which are due thereunder, which failure gives Bullion the right to rescind the same. On the other hand, Majestic opposes the rescission insisting that the MOA remains valid and binding for Bullion's failure to comply with the conditions of a valid rescission as set under the MOA. Majestic likewise argues that it was, in fact, Bullion which violated the provisions of the MOA.

1.    Who has the right of possession, control, and operation of the Meisic Mall?

It is Bullion who has the right of possession, control, and operation of the Meisic Mall.

Basic is the rule in corporation law that the business and affairs of a corporation [are] handled by a Board of Directors and not the controlling stockholder. All corporate powers are exercised, all business conducted and all properties controlled by the Board of Directors. Hence, [even granting that] Majestic has become the controlling stockholder of the Bullion x x x by itself alone, it cannot have the physical possession and operate the business of the Meisic Mall.

2.    Differentiate court's acquisition of jurisdiction over a particular case's subject matter from incidents pertaining to the exercise of its jurisdiction.

Jurisdiction over the subject matter of a case is conferred by law, whereas a court's exercise of jurisdiction, unless provided by the law itself, is governed by the Rules of Court or by the orders issued from time to time by the Supreme Court. The matter of whether the RTC resolves an issue in the exercise of its general jurisdiction or of its limited jurisdiction as a special court is only a matter of procedure and has nothing to do with the question of jurisdiction.

3.    May Special Commercial Courts hear and decide cases of all nature, whether civil, criminal or special proceedings?

Yes.

Special Commercial Courts (SCCs) are still considered courts of general jurisdiction. Section 5.2 of R.A. No. 8799, otherwise known as The Securities Regulation Code, directs merely the Supreme Court's designation of RTC branches that shall exercise jurisdiction over intra-corporate disputes. The assignment of intra-corporate disputes to SCCs is only for the purpose of streamlining the workload of the RTCs so that certain branches thereof like the SCCs can focus only on a particular subject matter. Nothing in the language of the law suggests the diminution of jurisdiction of those RTCs to be designated as SCCs. The RTC exercising jurisdiction over an intra-corporate dispute can be likened to an RTC exercising its probate jurisdiction or sitting as a special agrarian court. The designation of the SCCs as such has not in any way limited their jurisdiction to hear and decide cases of all nature, whether civil, criminal or special proceedings.

4.    In the case at bar, is a summary judgment proper?

No.

In this case, it is apparent that the RTC did not comply with the procedural guidelines when it ordered that the case be submitted for summary judgment without first conducting a hearing to determine if there are indeed no genuine issues of fact that would necessitate trial. The trial court merely required the parties to submit their respective memoranda, together with their affidavits and exhibits and, although the parties presented opposing claims, the RTC hastily rendered a summary judgment. Thus, the trial court erred in cursorily issuing the said judgment.

5.    What is a Summary Judgement?

Summary judgment is a procedural device resorted to in order to avoid long drawn out litigations and useless delays. Relief by summary judgment is intended to expedite or promptly dispose of cases where the facts appear undisputed and certain from the pleadings, depositions, admissions and affidavits. Summary judgments are proper when, upon motion of the plaintiff or the defendant, the court finds that the answer filed by the defendant does not tender a genuine issue as to any material fact and that one party is entitled to a judgment as a matter of law. But if there be a doubt as to such facts and there be an issue or issues of fact joined by the parties, neither one of them can pray for a summary judgment. Where the facts pleaded by the parties are disputed or contested, proceedings for a summary judgment cannot take the place of a trial.

6.    Is there a genuine issue in this case?

Yes.

The allegations tender genuine issues of fact necessitating the presentation of evidence, thus, precluding the rendition of a summary judgment.

Certainly, the issue as to who violated the subject MOA, thus, raised by the parties as well as the particular matters as to whether or not the said MOA has been validly rescinded and whether or not Majestic has, in fact, incurred P134,522,803.22 in completing the construction of and in maintaining the operation of the Meisic Mall, are issues which may not be categorized as frivolous and sham so as to dispense with the presentation of evidence in a formal trial.

It is a settled rule that extrajudicial rescission has a legal effect where the other party does not oppose it. Where it is objected to, a judicial determination of the issue is still necessary. Thus, considering Majestic's strong opposition to Bullion's rescission of the MOA, and since both parties allege that the other had violated the MOA, the issue of rescission necessitates judicial intervention which entails examination by the trial court of evidence presented by the parties in a full-blown trial.

Moreover, the aggregate sum of P134,522,803.22 alleged by Majestic as expenses it incurred in completing the construction of the Meisic Mall, as well as in the acquisition of equipment and facilities used therein, needs to be substantiated by competent proof. Majestic needs to present receipts or other competent documentary evidence to prove the said payments. Moreover, these claims were specifically denied by Bullion in its Answer to the Complaint. In view of such denial, Majestic's claims are, thus, subject to confirmation and validation by proof during trial proper.

7.    When is a case or issue considered moot and academic?

A case or issue is considered moot and academic when it ceases to present a justiciable controversy by virtue of supervening events, so that an adjudication of the case or a declaration on the issue would be of no practical value or use. In such instance, there is no actual substantial relief which a petitioner would be entitled to, and which would be negated by the dismissal of the petition. Courts generally decline jurisdiction over such case or dismiss it on the ground of mootness - save when, among others, a compelling constitutional issue raised requires the formulation of controlling principles to guide the bench, the bar and the public; or when the case is capable of repetition yet evading judicial review.