Dr. Armando Sta. Ana vs. United Doctors Medical Center

[SEC-AC NO. 465. November 8, 1994.] DRS. ARMANDO STA. ANA, ET AL. , complainants , vs . UNITED DOCTORS MEDICAL CENTER, INC., ET AL. , respondents . O R D E R The complainants in SEC Case No. 4566 entitled "Drs. Armando Sta. Ana, et al. vs. United Doctors Medical Center, Inc. et al." have filed this appeal from the order of the hearing officer of the said case dated September 23, 1993 dismissing their complaint and from the order dated January 25, 1994 denying their motion for reconsideration. The complaint below, which was filed with this Commission on September 6, 1993, alleged that the complainants are all stockholders of the respondent United Doctors Medical Center, Inc. (UDMC for brevity) and are active members of the medical staff of the said corporation; that the respondents are all members of the board of directors of the medical staff of the respondent corporation; that the complainants have been occupying rooms in the 9th and 10th floor of the United Doctors Medical Center building since the start of the operations of the hospital in August 1975 up to the present where they have their medical clinics and offices; that on June 3, 1993 respondent Dr. Delfin A. Tan, in his capacity as president of the respondent corporation, issued a memorandum addressed to "All Doctors Holding Office at the Ninth and Tenth Floors of the United Doctors Medical Center" to the effect that pursuant to Board Resolution No. 1-93 of the board of directors of the respondent corporation date May 22, 1993, occupancy of the clinics/offices of the United Doctors Medical Center building effective July 1, 1993 will be on the basis of a contract of lease to be signed by and between prospective and management; that the memorandum further stated that all present occupants who are desirous of continuing use of the said clinics/offices are therefore enjoined to contact the assistant vice president for finance, Atty. Ofelia Jimenez, for the necessary contract", and that "beginning July 1, 1993 all clinics/offices not covered by a lease contract will be deemed vacated and may, therefore, be awarded to others; that the complainants did not sign the contract of lease adverted to in the aforesaid memorandum for the reason that, since they are stockholders and members of the medical staff of the respondent corporation, they were granted the right to use and occupy rooms at the 9th and 10th floors of the United Doctors Medical Center Building where they can put up their medical clinics/offices without paying any rent whatsoever, pursuant to a long-standing agreement with the respondent corporation even before the start of the operations of the said corporation; that on September 1, 1993 the respondents, through their counsel, served upon the complainants a letter which in part provides: In view of the foregoing circumstances, and pursuant to the decision of the UDMC's board of directors to take all appropriate legal and other action against you, it is with much regret that I must advise you as follows: 1. Effective immediately, management has withdrawn its recognition of you as member of the UDMC Hospital Medical Staff. Accordingly, your authority to make use of the UDMC Hospital and/or its facilities in connection with the practice of your profession has been terminated. Such facilities which are no longer available to you include, among others, the operating rooms (OR), the out-patient department (OPD) facilities, laboratories, etc. In addition, you may no longer refer patients for admission to the hospital. Neither will any house cases be referred to and/or handled by you henceforth. Finally, you are no longer allowed to participate in any activity of the hospital, such as being appointed as member of any of the hospital committees. that the action taken by the respondents in issuing the aforequoted decision is in violation of the rights of the complainants as active members of the medical staff of the respondent corporation and as stockholders thereof since they are qualified physicians and surgeon who provide medical and surgical services to their patients at the hospital in accordance with the primary purpose for which the corporation was organized, to wit: . . . That medical or surgical services shall be rendered by qualified physicians or surgeons and that the patients are free to contract with physicians or surgeons who may or may not be connected with the hospital." and that issuance by the respondents of the aforementioned decision against the complainants is a gross violation of the "open hospital" policy of the respondent corporation as enunciated in the aforequoted portion of its articles of incorporation. LibLex The complainants prayed for the following reliefs: 1. Upon the filing of this complaint, to prevent irreparable damage and injury to the complainants, a temporary restraining order be issued by this Honorable Commission commanding the respondents to refrain, cease and desist from enforcing the decision stated in their letter dated September 1, 1993, annexes "D" to "D-7" of the complaint, against the complainants; 2. After hearing on the application for the issuance of a writ of preliminary injunction, the said writ be issued to prevent or restrain the respondents from enforcing the decision stated in their letter dated September 1, 1993; 3. After hearing, judgment be rendered setting aside or annulling the decision of the respondents stated in their letter dated September 1, 1993 on the ground that the same is null and void ab initio for being contrary to law and the articles of incorporation of the respondent corporation; 4. Making the preliminary injunction permanent; 5. Ordering the respondents to pay the complainants, jointly and severally, the sum of EIGHT HUNDRED THOUSAND (P800,000.00) PESOS as and for moral damages; and 6. Ordering the respondents to pay the complainants, jointly and severally, the sum of TWO HUNDRED THOUSAND (200,000.00) PESOS as and for attorney's fees. On September 15, 1993 the respondents filed a motion to dismiss the complaint on the ground of lack of jurisdiction of this Commission over the nature of the action, injunction being the principal relief being sought. On September 16, 1993 the respondents filed a supplement to their motion to dismiss further alleging lack of jurisdiction of this Commission over the subject matter of the action. On September 17, 1993 the complainants filed an opposition to the motion to dismiss and on September 20, 1993 the respondents filed their reply to the opposition. On September 28, 1993 the Hearing Officer issued an order granting the respondents' motion to dismiss. On October 4, 1993 the complainants filed a motion for reconsideration of the order of dismissal but their motion was denied in an order dated January 25, 1994, prompting the complainants to file the instant appeal. LexLib There are two issues that need to be resolved in this appeal, to wit: a. Whether or not this Commission has jurisdiction over the nature of the action and the relief sought by the complainants-appellants herein; and b. Whether or not this Commission has jurisdiction over the subject matter of the action instituted by the complainants-appellants. Anent the first issue, a simple reading of the complaint will readily show that the principal relief being sought in the case below by the complainants-appellants is the annulment and setting aside of the decision of the respondent board of directors of the respondent corporation withdrawing its recognition of the complainants-appellant as members of the medical staff of the UDMC and stripping them of their privileges as such. Contrary to the respondents-appellants' position, the prayer for the issuance of an injunction, both preliminary and permanent, were ancillary only to the prayer for the nullification and setting aside of the aforesaid decision of the respondent board of directors of respondents UDMC which was conveyed to the complainants-appellants in a letter dated September 1, 1993. This fact can be plainly seen on the face of the complaint and we find it rather strange that the hearing officer should have found otherwise. To resolve the second issue, it is necessary to again examine the complaint itself for, according to well-established jurisprudence, what determines the court which has jurisdiction over a case is the allegation made by the plaintiff in his complaint. In Malayan Integrated Industries Corporation vs. Judge Mendoza, G.R. No. 75238, September 30, 1987 the Supreme Court ruled that "to resolve the issue of jurisdiction, the Court must interpret and apply the law on jurisdiction vis-a-vis the averments of the complaint." And in Magay vs. Estiandan, G.R. No. L-28975, February 27, 1976, the Supreme Court further held that "the defences asserted in the answer or motion to dismiss are not to be considered in resolving the issue of jurisdiction, otherwise the question of jurisdiction could depend entirely on the defendant." Guided by the foregoing pronouncements of the High Tribunal, we shall accordingly limit ourselves to an examination of the allegations of the complaint alone and disregard the allegations in the motion to dismiss in resolving the question of whether or not this Commission has jurisdiction over the subject matter of the action brought by the complainants-appellants. In essence, the complaint below assails the aforementioned resolution of the respondents members of the board of directors of respondent UDMC. Said resolution, according to the complaint, violated the "open hospital" policy of the respondent corporation as declared in the primary purpose clause of the articles of incorporation. Moreover, the complaint further alleged, the resolution in question also trampled on the rights of the complainants-appellant as stockholders of the respondent corporation when it withdrew the recognition of the former as member of the medical staff of the latter because as such stockholders, who are at the same time medical practitioners, the complainants-appellants were qualified and were entitled to be members of the medical staff of respondent UDMC. Therefore, inasmuch as the complaint below alleged a violation of the articles of incorporation of the respondent corporation by the corporation itself, as well as a violation of the rights of complainants-appellants as stockholders thereof, we find that this Commission has jurisdiction over the instant controversy. Contrary to the respondents-appellees' claim, this case does not involve a purely contractual relationship between the parties herein regarding the lease and occupancy of the 9th and 10th floors of the UDMC building. Closely intertwined with the issue of lease and occupancy, and even more paramount, is the issue of the violation of the articles of incorporation of UDMC, specifically the "open hospital" policy stated in the primary purpose clause thereof, which the board resolution in question is alleged to have committed. cdlex WHEREFORE, the orders of the hearing officer in SEC Case No. 4566 dated September 28, 1993 and January 25, 1994 are hereby nullified and set aside and the case remanded to the hearing office for hearing on the merits thereof. SO ORDERED. (SGD.) ROSARIO N. LOPEZ Chairman (SGD.) RODOLFO L. SAMARISTA (SGD.) MERLE O. MANUEL Associate Commissioner Associate Commissioner (SGD.) FE ELOISA C. GLORIA (SGD.) PERFECTO R. YASAY, JR. Associate Commissioner Associate Commissioner