FIRST DIVISION
[G.R. No. 245262. August 7, 2019.]
INTER-MEDICAL UNIFIED SYSTEMS, INC., REP., BY DANIEL J. ADVINCULA, MARILOU C. AVANCENA, NUNE B. BALGOMERA, LANY F. GABILO, ALFREDO G. NAVARRETE, petitioner, vs.RICARDO M. BERONCAL, ALEXANDER JESUS DUMLAO, MARIO D. ZAMORA, ISSER JOSEF V. GATDULA, DR. NICOLAS S. MOLON, CONSTANTINO S. VICTA, JOSE N. GATDULA, JR., AND ALEJANDRO G. HAYAG, respondents.
NOTICE
Sirs/Mesdames :
Please take notice that the Court, First Division, issued a Resolution datedAugust 7, 2019which reads as follows:
"G.R. No. 245262 (Inter-Medical Unified Systems, Inc., rep., by Daniel J. Advincula, Marilou C. Avancena, Nune B. Balgomera, Lany F. Gabilo, Alfredo G. Navarrete vs. Ricardo M. Beroncal, Alexander Jesus Dumlao, Mario D. Zamora, Isser Josef V. Gatdula, Dr. Nicolas S. Molon, Constantino S. Victa, Jose N. Gatdula, Jr., and Alejandro G. Hayag)
Before us is a Petition for Review on Certiorari1 assailing the Decision 2 dated September 10, 2018 and Resolution 3 dated February 11, 2019 of the Court of Appeals (CA) in CA-G.R. SP No. 153566 which granted the petition for certiorari and declared that the prayer for the appointment of management committee or receiver has been moot and academic.
Records show that on August 22, 2016, petitioner Inter-Medical Unified Systems, Inc. (IMUS), represented by its minority stockholders Daniel J. Advincula, et al., filed a derivative suit 4 against the former officers of IMUS, namely Ricardo M. Beroncal (Beroncal), et al., (collectively, respondents).
IMUS alleged that respondents committed various acts which include entering into transactions involving conflicts of interest and anomalous transactions which brought about waste and dissipation of corporate assets, to wit: 1) alleged anomalous purchase of a parcel of land which purportedly resulted in a loss of Seven Million Five Hundred Thousand Pesos (P7,500,000.00) for the corporation; 2) Beroncal's alleged refusal to file a civil suit against a supplier, JEMRUIC Corporation, which supposedly reneged on its obligation to deliver a CT Scan machine; 3) allowing rebates from pharmaceutical companies to be lost; 4) alleged mismanagement of the corporation by creating redundant position and unreasonably adding more people in the management committee which resulted in increased corporate expenses only to be appropriated by respondents; 5) alleged anomalous investment scheme entered into by respondents with Bend Holdings, Inc., sans the approval of the Board of Directors. 5
Pending resolution of its complaint, IMUS prayed that a management committee be created or a receiver be appointed to manage IMUS in place of respondents, and to take over the custody and control of all assets and properties owned or possessed by IMUS. IMUS averred that there has been inexplicable and substantial dissipation, loss, wastage or destruction of the corporation's assets which proves mismanagement by the members of the Board of Directors and Officers of the corporation.
Respondents filed their Answer with Counterclaim. Subsequently, they filed a Manifestation 6 averring that a new set of Board of Directors was elected on March 4, 2017. During the hearing conducted for the creation of a management committee, respondents manifested that the election of the said new officers rendered moot and academic IMUS's prayer for creation of management committee or the appointment of a receiver. 7
IMUS contended that despite the change in the composition of the Board of Directors, the new Board was still under the direct control and instructions of respondents. Moreover, allegedly the new Board were related or were previous officers of the old Board.
The Regional Trial Court of Imus City, Cavite, Branch 21 (RTC) issued an Order 8 dated August 16, 2017 ruling that the creation or appointment of a management committee or receiver had not been rendered moot and academic. Respondents moved to reconsider but the RTC denied the motion in an Order dated September 20, 2017. 9
Respondents filed a petition for certiorari10 assailing the Orders of the trial court. The petition was granted by the CA. The CA held that the issue of creation of a management committee has been rendered moot and academic by the election of new set of officers and board of directors of IMUS for two reasons, to wit: 1) it was respondents' acts which were the object of the causes of action in the complaint; and 2) the creation of the management committee would unduly strip the rights of the present board of directors who have been given a mandate to manage the affairs of IMUS. 11
Hence, this petition.
The requisites for the creation of a management committee and the appointment of receiver are the following: 1) dissipation, loss, wastage or destruction of assets or other properties; and 2) paralyzation of its business operation which may be prejudicial to the interest of the minority stockholders, parties-litigants or the general public. To determine whether these requirements are present to justify the creation of a management committee and appointment of receiver evidently requires a review of the evidence presented by the parties before the trial court which is not proper in this petition.
However, We note that some of the members of the previous Board have been re-elected to the current Board of Directors of IMUS for the year 2019-2020, specifically: 1) Ricardo M. Beroncal, who was the former Chairman, is currently the President and CEO; 2) Alexander Jesus Dumlao, who was the President and CEO, is now a member of the Board; and 3) Isser Josef V. Gatdula, who was the former Treasurer, is the current Chairman of the Board. With these material events which transpired, this Court deems it proper to remand the case to the trial court which shall determine whether the constitution of the new board, the feared dissipation of corporate assets and mismanagement of the corporation justifies IMUS's prayer for appointment of management committee or receiver has sufficient basis. The prayer for the appointment of management committee or receiver was only incidental to the filing of the derivative suit. Hence, the evidence proffered by IMUS justifying the need for a management committee is best determined and threshed out in proper hearing of the main case.
WHEREFORE, this case is REMANDED to the Regional Trial Court of Imus City, Cavite, Branch 21, for further proceedings and reception of evidence on the prayer for the appointment of a management committee or receiver which was incidental to the derivate suit filed by petitioner Inter-Medical Unified Systems, Inc. against respondents.
SO ORDERED."
Very truly yours,
(SGD.) LIBRADA C. BUENADivision Clerk of Court
Footnotes
1.Rollo, pp. 11-31.
2. Penned by Associate Justice Ricardo R. Rosario, with Associate Justices Ramon Paul L. Hernando (now a Member of the Court) and Gabriel T. Robeniol, concurring; id. at 37-47.
3. Penned by Associate Justice Ricardo R. Rosario, with Associate Justices Ramon R. Garcia and Gabriel T. Robeniol, concurring; id. at 49.
4.Id. at 50-74.
5.Id. at 38.
6.Id. at 75-78.
7.Id. at 40.
8. Penned by Acting Presiding Judge Rainelda H. Estacio-Montesa; id. at 83-85.
9.Id. at 86-87.
10.Id. at 88-108.
11. See id. at 43.