Federico V. Carandang vs. Valley Golf Club, Inc.

[SEC CASE NO. 3095. August 3, 1987.] FEDERICO V. CARANDANG , petitioner , vs . VALLEY GOLF CLUB, INC. , respondent . O R D E R This treats of petitioner's application for the issuance of the writ of preliminary prohibitory injunction, alleging, among other things that petitioner was elected as member of respondent corporation's board of directors during its annual stockholders' meeting held on September 4, 1986 but that in the September 26, 1986 meeting of the board he was disqualified from sitting as such, for no reason at all; that the respondent's Board in so removing and replacing petitioner as one of its members acted with grave abuse of discretion and clearly without or in excess of its jurisdiction and furthermore, by having removed petitioner from its membership, respondent effectively but unduly deprived the members who elected petitioner of their right to be represented in the Board. Petitioner thus prayed that a writ of preliminary injunction should issue against respondent enjoining respondent's Board from acting as such until further orders from the Commission. ISCaDH A hearing was then conducted on the issue of whether or not petitioner is entitled to the injunctive relief prayed for by him. During the hearing, both parties adduced documentary evidence to support their respective stand. Upon evaluation and perusal of the records with the case at hand, the Commission finds the following uncontroverted facts, to wit: 1. That on September 14, 1986 at the annual stockholders' meeting of respondent Club, petitioner was declared by Mr. Amea (in his capacity as member of the Comelec) as one of the directors for the year 1986-1987, after a series of compromises resulting to the withdrawals of the candidates belonging to the two contesting factions in the Club. Petitioner thus, was one of the remaining nine (9) candidates who did not withdraw from their candidacy for the Board seat. (See Minutes of the Annual Stockholders' Meeting of the Valley Golf Club, Inc., held on September 14, 1986 At Its Clubhouse At 4:00 P.M.); 2. That subsequently, during the meeting of the Board of Directors of the Club held on September 26, 1986, petitioner was disqualified from being a director as he was allegedly not eligible to sit as director as he was delinquent and disqualified pursuant to the provisions of the By-Laws on the September 14, 1986 annual stockholders' meeting. (See Minutes of the Regular Meeting of the Board of Directors of Valley Golf Club, Inc., held on September 26, 1986); 3. That under the Rules and Procedures to be followed on the election of directors of the Valley Golf Club on September 14, 1986 as approved by the Board of Directors on July 30, 1986, it was provided upon that "no delinquent stockholder as per list posted on September 12, 1986 shall be allowed to vote or be voted upon. Only stockholders of records as of July 31, 1986 shall be allowed to vote or be voted upon." It can be gleaned from the above findings that petitioner undeniably remains as stockholder of records of respondent Club during the September 14, 1986 annual stockholders' meeting. The controversy lies on whether or not during the said annual stockholders' meeting of respondent Club, petitioner was considered delinquent as contemplated under the Club's rules and procedures governing said election. It is apparent that as per List of Delinquent Members As Of July 31, 1986, the name of petitioner does not appear therein. (See petitioner's Exhibit "D", Injunction). However, under subsequent listing of delinquent members of August 31, 1986, petitioner's name appeared. (See Annex "A" of affidavit of Pedro Javier). Subsequently, despite such delinquency, petitioner was declared director of the Club and nowhere in the records of the minutes of September 14, 1986 annual stockholders' meeting that a member protested or contested the declaration of petitioner as director of the Club, but only during the subsequent meeting of the Board was petitioner's qualification having been questioned as heretofore intimated. Be that as it may, without touching into the merits of the case at bar, let us now proceed to the propriety of the issuance of injunctive relief. From all of the foregoing, we believe and so hold that petitioner is not entitled to the ancillary relief of injunction he prayed for. We agree with the respondent's contention that the case at bar is principally a case for reinstatement. The right which petitioner seeks to enforce is his right to be a member of respondent's board on the basis of alleged election as member thereof. On this score, there is no valid or equitable reason to enjoin the other members of the board from acting as such. WHEREFORE, petitioner's application for issuance of the writ of preliminary injunction is hereby DENIED. Accordingly, the issues having been joined, let the preliminary conference (pre-trial) hearing of the above-entitled case be continued on August 11, 1987 at 9:00 o'clock in the morning. SO ORDERED. (SGD.) ANTERO F.L. VILLAFLOR, JR. Hearing Officer