Jonathan Y. Dee vs. Harvest All Investment Limited, et al./Harvest All Investment Limited, et al. vs. Alliance Select Foods International, Inc., et al.

Special FIRST DIVISION

February 28, 2018

G.R. No. 224834

JONATHAN Y. DEE, Petitioner HARVEST ALL INVESTMENT LIMITED, VICTORY FUND LIMITED, BOND EAST PRIVATE LIMITED, and ALBERT HONG HIN KAY, as Minority Shareholders of ALLIANCE SELECT FOODS INTERNATIONAL, INC., and HEDY S.C. YAP-CHUA, as Director and Shareholder of ALLIANCE SELECT FOODS INTERNATIONAL, INC., Respondents

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G.R. No. 224871

HARVEST ALL INVESTMENT LIMITED, VICTORY FUND LIMITED, BOND EAST PRIVATE LIMITED, ALBERT HONG HIN KAY, as Minority Shareholders of Alliance Select Foods International, Inc., and HEDY S.C. YAP-CHUA, as a Director and Shareholder of Alliance Select Foods International, Inc.,, Petitioners, ALLIANCE SELECT FOODS INTERNATIONAL, INC., GEORGE E. SYCIP, JONATHAN Y. DEE, RAYMUND K.H. SEE, MARY GRACE T. VERA-CRUZ, ANTONIO C. PACIS, ERWIN M. ELECHICON, and BARBARA ANNE C. MIGALLOS, Respondents

R E S O L U T I O N

PERLAS-BERNABE, J.:

Before the Court are various motions for reconsideration filed by Barbara Anne C. Migallos,1 George E. SyCip,2 Erwin M. Elechicon,3 Alliance Select Foods International, Inc.,4 Mary Grace T. Vera-Cruz and Antonio C. Pacis,5 Jonathan Y. Dee,6 and Raymund K.H. See,7 assailing the Decision8 dated March 15, 2017 of the Court which affirmed the Decision9 dated February 15, 2016 and the Resolution10 dated May 25, 2016 of the Court of Appeals in CA-G.R. SP No. 142213, with modification, remanding COMM'L CASE NO. 15-234 to the Regional Trial Court of Pasig City, Branch 159 (RTC) for further proceedings.11

In the said motions, the movants similarly claim, inter alia, that supervening events have rendered COMM'L CASE NO. 15-234 moot and academic. In particular, they point out that: (a) in COMM'L CASE NO. 15-234 pending before the RTC, Harvest All Investment Limited, Victory Fund Limited, Bondeast Private Limited, Albert Hong Hin Kay, and Hedy S.C. Yap Chua (Harvest All, et al.) prayed that the 2015 Annual Stockholders' Meeting (ASM) of Alliance Select Foods International, Inc. be held on the date set in the corporation's by-laws, i.e., before the completion of the Stock Rights Offering (SRO); and (b) the SRO, the 2015 ASM, and the 2016 ASM were all conducted and finished on October 28, 2015, March 1, 2016, and June 28, 2016, respectively, absent any injunction or restraining order issued by any court for the same. Hence, it would be futile and a waste of court resources to remand the case to the RTC for further proceedings.12

On the other hand, Harvest All, et al. maintain,13 among others, that the supervening events mentioned by the movants did not render the instant case moot and academic, as they cannot be permitted to render the same by their own positive actions.14

At the outset, it must be reiterated that the only issues raised for the Court's resolution in its Decision dated March 15, 2017 are: (a) whether or not Harvest All, et al. paid insufficient filing fees for their complaint, as the same should have been based on the Pl Billion value of the SRO; and (b) if Harvest All, et al. indeed paid insufficient filing fees, whether or not such act was made in good faith and without any intent to defraud the government.15 Notably, such issues are only determinative of whether or not the RTC had acquired jurisdiction over COMM'L CASE NO. 15-234 through Harvest All, et al.'s payment of correct docket fees. Since the resolution of these issues is only a preliminary matter - and does not affect the merits of this case - the Court deems it appropriate to let the RTC make the proper determination as to whether or not the aforesaid supervening events had indeed rendered COMM'L CASE NO. 15-234 moot and academic. Besides, such determination will entail an examination and verification of the movants' various claims and allegations, all of which are factual matters which are better threshed out before the trial court.1âшphi1

Finally, suffice it to say that the other issues raised in the aforesaid motions for reconsideration are but mere reiterations of the grounds already evaluated and passed upon in the Assailed Decision. In view of the foregoing, there is no cogent reason to warrant a modification or reversal of the same.

WHEREFORE, the aforesaid motions are DENIED with FINALITY. Let entry of judgment be issued immediately.

SO ORDERED.

ESTELA M. PERLAS-BERNABE

WE CONCUR:

MARIA LOURDES P.A. SERENO

PRESBITERO J. VELASCO, JR.*

TERESITA J. LEONARDO-DE CASTRO

ALFREDO BENJAMIN S. CAGUIOA

C E R T I F I C A T I O N

Pursuant to the Section 13, Article VIII of the Constitution, I certify that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court’s Division.

MARIA LOURDES P.A. SERENO

Footnotes

* Designated Additional Member per Raffle dated February 22, 2017.

1 Dated April 7, 2017. Rollo (G.R. No. 224871), Vol. XXII, pp. 14785-14801.

2 Dated April 12, 2017. Id. at 14850-14872.

3 Dated April 17, 2017. Id. at 14889-14897.

4 Dated April 17, 2017. Id. at 14901-14910.

5 Dated April 12, 2017. Id. at 14914-14918.

6 Dated April 13, 2017. Id. at 14920-14977 and 15016-15073.

7 Dated April 17, 2017. Id. at 14978-14992.

8 Id. at 14699-14710.

9 Rollo (G.R. No. 224834), Vol. I, pp. 12-22. Penned by Associate Justice Mario V. Lopez with Associate Justices Rosmari D. Carandang and Myra V. Garcia-Fernandez concurring.

10 Id. at 24-28.

11 See rollo (G.R. No. 224871), Vol. XXII, p. 14709.

12 See id. at 14786-14788, 14855-14863, 14902-14904, 14915, and 14979-14982.

13 See Consolidated Comment dated October 30, 2017; id. at 15147-15177.

14 See id. at 15150-15152.

15 See id. at 14703.