526 Phil. 739
GARCIA, J.:
- xxx xxx xxx;
- SEC Case No. 029-03 is ordered to be re-raffled ... to the RTC Judges of Imus, Cavite excepting therefrom Judges Norberto Quisumbing, Jr., and Lucenito Tagle. xxx;
- The court a quo is directed to conduct ... a physical inventory of all appurtenant machinery, stocks and goods ... at the subject factory plant and to devise ways and means of regulating or determining the necessity of withdrawal of stocks, goods and finished products, if any, from the factory plant with the end in view of protecting the interests of both parties and preserving the properties of the corporation.
SO ORDERED.
Lastly, both parties are ordered to submit ... a list of their representatives when this Court shall conduct an inventory of all the plant assets, etc. and a proposed scheme of regulating and determining the necessity of withdrawal of stock goods and finished products, if any, from the factory plant for the protection of their interests and preserving the properties of the corporation. xxx. (Words in brackets added).
- For Defendants [Dee Ping group] ..., [to] immediately cease and desist from discharging the functions of either as directors of the board or officers of [RPIC] and ... ordering the parties to revert to their status quo prior to October 9, 2003 with respect to their titles and positions in the Corporation and for third parties ... to transact only with the Plaintiffs [Lee Hiong group];
- For Defendants to deliver to the Plaintiffs the physical possession and actual control of the plant premises of [RPIC] located at the People's Technology Complex, Carmona, Cavite, immediately upon receipt hereof and without any further delay;
- For the Philippine National Police (PNP) to assist ... in enforcing this order and the ancillary writ ...;
ACCORDINGLY, respondent Judge [Mangrobang], private respondents and all persons acting under his authority or behalf, are hereby directed to CEASE and DESIST from continuously enforcing the WRIT OF PRELIMINARY MANDATORY INJUNCTION dated March 4, 2004 thus restoring the status quo ante as earlier stated, in accordance with the Supreme Court ruling in JOSE MIRANDA vs. THE HON. SANDIGANBAYAN, [et al.] ... and from conducting any further proceedings in SEC Case No. 029-03 pending resolution of the instant petition and/or the application for the issuance of a writ of preliminary injunction. (Words in brackets added; Emphasis in the original).
ACCORDINGLY, a prohibitory as well as mandatory injunction is issued against respondent Hon. Cesar A. Mangrobang, in his capacity as the Presiding Judge of the [RTC] of Imus, Cavite, Branch 22, private respondents Lee Hiong Wee, [et al.] and all persons acting under their authority or behalf who are hereby directed to permanently cease and desist from enforcing the writ of preliminary mandatory injunction, dated March 4, 2004, issued by the respondent Judge.Hence, petitioner's present recourse urging the Court to issue a TRO to restrain implementation of the assailed May 14, 2004 Decision of the CA (Second Division) and the eventual nullification of the same decision. Petitioner sets forth the nature and grounds of the instant petition, to wit:
Unless SEC Case No. 029-03 has been rendered moot by subsequent events, and consistent with the resolution of the Special Fifth (sic) Division of this Court, dated 19 February 2004, the [RTC] of Imus, Cavite, Branch 22, is directed to proceed with the hearing of said case with deliberate dispatch, in accordance with the Interim Rules Governing Intra-Corporate Controversies (A.M. No. 01-2-01-SC) and accordingly decide the case based on the evidence and applicable jurisprudence. [7]
SO ORDERED. (Words in brackets added.)
This is an appeal by certiorari pursuant to Rule 45. It is within the guidelines of Section 6 of Rule 45 because the Second Division of the Court of Appeals a quo has decided to take cognizance of a legal controversy already pending in the Fifteenth Division and this is "not in accord with law or with the applicable decision of the Supreme Court" and, moreover, the Second Division by its action "has so far departed from the accepted and unusual course of judicial proceeding . . . ."The recourse lacks merit.
With all due respect, the Second Division is subject to a Rule 45 attack because said division acted with manifest partiality (a) in its undue haste (based upon unquestioned facts on the record) in granting and ordering the enforcement of a TRO...;(b) in its issuing a TRO on a moot & academic matter as unquestioned facts on record will show; (c) in its ratio decidendi which, with all due respect, appears to have been contrived; (d)in its acting without jurisdiction, and in its total absence of explanation on why it acted on a case which had been litis pendentia at the Fifteenth Division and rulings by two RTC Judges that the respondents had acquired possession of the property through violence and retained possession of the property through violence, ignoring even legitimate orders of the lower court. (Underscoring in the original, Emphasis supplied).
Unusual hasteIn gist, petitioner faults the CA's Second Division for the "undue" or "unusual" haste attending the issuance of the TRO in question. It may be recalled, however, that petitioner himself earlier applied for a TRO when he commenced SEC Case No. 02903 on October 14, 2003, and Judge Quisumbing issued the desired TRO on that very same day. There can be no quibbling then that, if time is the norm determinative of hastiness, the act of Judge Quisumbing would win hands down in terms of hastiness. For, assayed against the one (1) day-period within which Judge Quisumbing resolved Lee Hiong Wee's plea for TRO, the CA's Second Division issued its TRO on March 15, 2004 or after the lapse of ten (10) days from the commencement of CA-G.R. SP No. 82569 on March 5, 2004.[10] If petitioner does not consider Judge Quisumbing's TRO as having been issued hastily, there is simply no rhyme nor reason why the CA's issuance of a TRO, ten (10) days after the filing of the case, should be struck down for hastiness, as urged by petitioner.
- The TRO issued by the Second Division in CA GR SP No. 82569 was promulgated in the afternoon of March 15, 2004 and immediately delivered to the RTC of Imus, Cavite which received it at approximately 4:55 o'clock in the afternoon. As stated in the Sheriff 's Return ..., the Sheriff and the process server of the CA proceeded at 8:35 o'clock in the evening directly to the [RPIC] plant in Carmona, Cavite for the purpose of serving process and implementing the TRO. Nowhere in the court papers pending at the Second Division was it stated that the [RPIC] Plant in Carmona, Cavite was a suitable address for purposes of serving process upon the petitioner. In fact, surprisingly, said address of the [RPIC] Plant in Carmona, Cavite was even mentioned in the petition as the address of [Dee Ping Wee and Marina Tan] xxx. (Words in brackets added).
Unfortunately, petitioner's own documents tell a different story. SubAnnex "1" of Annex "F" of the petition is the Sheriff's Report adverted to. The report distinctly states that the implementation of Judge Mangrobang's writ of preliminary mandatory injunction is only partially satisfied – not fait accompli. In detail, the report reads:
- On March 12, 2004 your petitioner herein / the respondent in both cases at the CA filed a Manifestation and Motion informing the Second Division in CA GR SP No. 82569 that the questioned order therein of Hon. Cesar A. Mangrobang dated March 4, 2004 had already been fully satisfied. Your petitioner explained ... that the Writ of Preliminary Mandatory Injunction had been fully executed as to the issue ofpossession over the disputed [RPIC] plant in Carmona, Cavite on March 5, 2004; which is evidenced by the Sheriff 's Report dated March 9, 2004 xxx.
- On March 15, 2004 the Second Division of the CA in CA GR SP No. 82569 issued a TRO ... enjoining the Writ of Preliminary Mandatory Injunction earlier issued by the RTC of Imus, Cavite although ... it was no longer possible to issue a TRO preventing transfer of possession of the plant to the petitioner herein, because possession had in fact already been transferred to your petitioner herein/ respondent in the CA Second Division. The matter was moot and academic. It was "fait acompli." (Word in bracket added).
The petitioner's grounds "(c)" and "(d)" involve the interplay of the rules on litis pendentia and forum shopping. In ground "(c)," petitioner would insist that the CA's Second Division was bereft of jurisdiction to act on CA-G.R. SP No. 82569 on the ground of litis pendentia, because its Fifteenth Division had earlier assumed jurisdiction over and taken cognizance of the same matters covered by CA-G.R. SP No. 79988. Elaborating, petitioner states:WHEREFORE, the undersigned hereby respectfully returned to the ... to the Honorable Cesar A. Mangrobang the original copy of the writ of preliminary mandatory injunction PARTIALLY SATISFIED, considering that physical possession and actual control of the plant premises located at PTC, RICO Philippines, Carmona, Cavite have been turned over to Plaintiffs save for the equipments, machineries and goods as claimed by Plaintiffs to be missing as shown in the attached photos. [11] (Underscoring and emphasis in the original; words in brackets added.)
- That on March 04, 2004 the undersigned served copies of the order [of Judge Mangrobang] dated March 03, 2004 to the defendants [Dee Ping Wee et al.] at their given addresses;
- That on March 05, 2004 the undersigned served a copy of the writ to the security-in-charge at [RPIC] located at PTC, Carmona, Cavite [but after reading it] he (security-in charge) returned it to me and refuse to sign any acknowledgement of receipt of the writ;
- xxx xxx xxx;
- On the same date, the undersigned with the help of Plaintiffs' representatives ... opened the gate of the subject premises and the undersigned together with the Chief of Police, ... and personnel of the ... (PNP) and there we saw Edmond Beronia who claimed to be the plant manager and Bong Wee, who claimed to be in-charged of the renovation of the plant premises ... and again I handed to them a copy of the writ ... but they refused to sign any acknowledgement receipt of the writ;
- On the same date, I turned over the physical and actual control of the plant premises to the duly authorized representative of Plaintiffs, Mr. Roy Pasion as witnessed by Atty. Antonio Fernando, [et al.] ... as evidenced by their signatures appearing on the face of the turnover receipt dated March 05, 2004;
- At the time that we entered the said premises, photographs were taken .... These pictures faithfully depict the actual situation when the undersigned entered the subject premises and turned over the same to Plaintiffs' representative;
All the circumstances of this litigation: how the Second Division has chosen to act on a matter that it has clearly no jurisdiction on because of litis pendentia; its having kept inexplicably quiet on the jurisdictional prerogative of the Fifteenth Division; xxx; its having issued a TRO without notice and hearing on a moot and academic matter ...; its having fast tracked the issuance of a TRO ...: all of the foregoing have convinced your petitioner that the Second Division was minded to keep CA – G.R. SP No. 82569 under its aegis and control, rather than allow it to move on to the First Division as would have been the case as a result of the reorganization of the CA effective April 12, 2004 per order of the Presiding Justice dated March 31, 2004. (Mr. Justice Regalado E. Maambong was the Ponente and was transferred to the First Division.)Similarly, in ground "(d)," petitioner avers that Dee Ping Wee and Marina Tan knew when they initiated what would turn out to be their original action in CA-G.R. SP No. 82569 at the CA's Second Division that the legal controversy therein arose from an alleged violation by Judge Mangrobang of the Decision of the Fifteenth Division in CA-G.R. SP No. 79988. Yet, the two (Dee Ping Wee and Marina Tan), according to petitioner, failed to declare in the non-forum shopping portion of their petition in CA-G.R. SP No. 82569 of the pendency with the CA's Fifteenth Division of CA-G.R. SP No. 79988. In the precise words of the petitioner:
Obviously, the Chairman of the [2nd] Division knew during the hearing of April 2, 2004 that the litigation was being transferred to the First Division effective ten days later. And, consequently, his unexpected granting of due course to the petition at the end of the hearing of April 2, 2004 in open court, and without consulting his two colleagues as required by the rules, and even before your petitioner herein / respondent thereat had filed his Comment, and even before the parties had filed their Memoranda within ten (10) days as required by the Second Division at that very time: can legitimately be characterized ... as a legal contrivance meant to keep the lawsuit in the Second Division. Be it ever remembered that under Section 2.D of Rule VI of the 2002 Internal Rules of the Court of Appeals; CA – G.R. SP No. 82569 would have been transferred to the First Division following the Honorable Ponente's transfer, Mr. Justice Maambong, on March 12, 2004. Unless of [course] due course would have been given, as in fact it was given – hastily and without even waiting for either comment or memoranda.
Consequently, from the very words of [Dee Ping Wee and Marina Tan], this High Court is able to know exactly what legal controversy was elevated ... in C.A. G.R. SP No. 79988. It was a legal controversy arising as a result of an alleged violation by the Public Respondent of the Decision rendered by another division of the CA, which as it turns out, was the [15th] Division. However, what [Dee Ping Wee and Tan] failed to inform the Second Division about when they initiated CA G.R. SP No. 79988, was that [they] were going to file a Motion for Reconsideration of the earlier case in the Fifteenth Division, CA G.R. SP No. 79988 on March 8, 2004, or a mere four (4) days after March 4, 2004, the date in which [they] filed their petition in the [2nd] Division.The Court is not persuaded.
[Dee Ping Wee and Marina Tan] definitely knew on March 4, 2004 – when they initiated their later petition before the Second Division – that the decision of the [15th] Division was not yet final. And precisely because said decision of the [15th] Division was not yet final, why did [they] not question the matter in the [15th] Division? xxx.
Litis pendentia brought to the
attention of the Second Division
Although [Dee Ping Wee and Marina Tan] failed to inform the [2nd] Division in their petition that the decision of the [15th] Division was not yet final, [Lee Hiong Wee] made that overwhelmingly clear in both his written work and his oral argument. xxx. (Words in brackets added).
xxx pending determination of the merits of the petition, a [TRO] be issued enjoining [Judge Quisumbing and the Lee Hiong group] from implementing the restraining order being questioned. Further, after due notice and consideration, judgment be rendered SETTING ASIDE the Order dated 14 October 2003 and declaring it to be null and void, having been issued with grave abuse of discretion ....[14] (Words in brackets added).In CA-G.R. SP No. 82569, however, Dee Ping Wee and Marina Tan (respondents herein) ascribed grave abuse of discretion on the part of Judge Mangrobang in issuing his Order dated March 3, 2004 granting a writ of preliminary mandatory injunction. The prayer in CA-G.R. SP No. 82569 reads:
WHEREFORE, [Dee Ping Wee and Marina Tan] most respectfully move that, ... [the CA] shall issue a [TRO] enjoining [Judge Mangrobang and the Lee Hiong group] from implementing the Order dated March 3, 2004 and/or writ of preliminary mandatory injunction dated March 4, 2004 issued by [the RTC at Imus, Cavite, Br. 22] pursuant to such Order and from further proceeding with the case pending consideration before [the CA] on the issue of injunction and that after due hearing, a writ of preliminary injunction be issued enjoining the implementation of the writ of preliminary mandatory injunction issued by [the RTC at Imus, Cavite, Br. 22] until further orders, and that after hearing, a decision granting the Petition 1) declaring the Order of [the RTC at Imus, Cavite, Branch 22], dated March 3, 2004 and such subsequent issuances in furtherance thereto for being a patent nullity, the same having been issued with manifest bias and partiality and with grave abuse of discretion..., and 2) making the injunction permanent, prohibiting [the RTC at Imus, Cavite, Br. 22] from further proceeding with the case. (Words in brackets added)Then, too, the Quisumbing Order partakes of a prohibitory injunction, while the Mangrobang Order of March 3, 2004 is a mandatory injunction. In point here is Section 1, Rule 58 of the Rules of Court, which states:
Section 1. Preliminary Injunction defined; classes. – A preliminary injunction is an order granted ... prior to the judgment or final order, requiring a party or a court, agency or a person to refrain from a particular act or acts. It may also require the performance of a particular act or acts, in which case it shall be known as a preliminary mandatory injunction.A prohibitory injunction, as its name suggests, commands a party to refrain from doing a particular act, while a mandatory injunction commands the performance of some positive act to correct a wrong in the past. [15]
... from assuming the functions of either board of directors or officer of [RPIC] and from discharging the functions and the enjoyment of whatever benefits appurtenant to the said positions.while Judge Mangrobang's mandatory injunction went much further by repeating what Judge Quisumbing's order prohibited and adding mandatory commands, foremost of which are the following:
The parties are hereby ordered to respect the status quo prevailing at [RPIC] prior to October 9, 2003 with respect to their titles and positions in the said corporation as well as the possession of the subject plant premises during the effectivity of this temporary restraining order,
There is more. What was before the CA's Fifteenth Division did not involve the propriety of a writ of preliminary injunction as that matter was still being determined by the trial court at the time said Division promulgated its Decision on February 19, 2004 in CA-G.R. SP No. 79988. Thus says the CA's Fifteenth Division:Lastly, both parties ... to submit to this Court within three (3) calendar days from receipt hereof a list of their representatives when this Court shall conduct an inventory of all the plant assets, etc. and a proposed scheme of regulating and determining the necessity of withdrawal of stocks goods and finished products, ....
- For Defendants to deliver to the Plaintiffs the physical possession and actual control of the plant premises of [RPIC] located at the People's Technology Complex, Carmona, Cavite, immediately ...;
- For the Philippine National Police (PNP) to assist this Court and its personnel in enforcing this order and the ancilliary writ and to employ all necessary means under the law to make sure that the Plaintiffs are restored to the possession of the aforesaid plant premises ....;
Since the court below, however, is still conducting a hearing on the private respondents' [the Lee Hiong group's] prayer for the issuance of a writ of preliminary injunction, it is best that we allow the court a quo to complete its hearing so that it can make a judicious determination on the injunctive relief prayed for in accord with law and the evidence.[16] (Words in brackets added).And certainly not lost on the Court is that as early as November 10, 2003, Mario Tan, who was still then alive, and his wife Marina - as petitioners in CA-G.R. SP No. 79988 - had been moving for the dismissal of their petition owing to the mootness of the issue thereat, Judge Quisumbing's 20-day TRO having meanwhile expired. On November 24, 2003, however, the Lee Hiong group opposed the motion to dismiss, opting to file a counterpetition against the spouses Tan. In a real sense, therefore, the continuation of CA-G.R. SP No. 79988 from November 24, 2003 onwards is not attributable to the spouses Tan, but to the Lee Hiong group. Moreover, even after Mario Tan's demise, Marina Tan still sought the dismissal of CA-G.R. SP No. 79988, as can be seen in her March 8, 2004 Motion for Reconsideration therein in which she prayed that "the earlier DECISION [of February 19, 2004] be set aside and issue a new (sic) by DISMISSING the petition and counter-petition for want of merit in fact and in law."[17]
The most that could happen is that the whole process will be overtaken by the yearly stockholders' meeting and election of directors and officers of the corporation as mandated by law. No director or officer of the corporation can claim his office in perpetuity. He has to submit himself to a yearly election if he wants to continue in the service of the corporation. [19]Another reason for denying due course to petitioner's prayer for injunctive relief lies in the remoteness of the possibility of RPIC suffering irreparable damage consequent to the promulgation of the Decision in CA-G.R. SP No. 82569. In this regard, we reproduce with approval the ensuing sound pronouncement of the CA:
Change of management of a corporation hardly results in irreparable injury. Any predicted injury is speculative, and only occurs when the take-over is done by incoming officers with malice aforethought with the idea of raiding the corporate coffers. It is, of course, reasonably presumed that the directors ... as well as its corporate officers will perform their duties and functions in accordance with the Corporation Law and other applicable laws. Raiding the corporate coffers and disrupting corporate operations are not included in their functions. A private corporation is primarily organized for profit and no director or officer in his right mind would perform any act detrimental to this purpose.While perhaps of little moment now, what the CA advised on what should have been done to resolve what basically is an intra-corporate controversy merits nonetheless reiteration for the guidance of all and sundry. Wrote that court:
In other words, the parties may continue with their legal battle for control of the management without need of ousting each other in a precipitate manner, which may be disruptive of the operations of the corporation. A corporation ... can perform routinary functions by itself through its officers and staff. Usually, control of management is not contested except when the corporation becomes successful and registers a lot of profit which is probably the case of the present corporation. xxx. [20]
There is an adequate remedy at law which is clearly provided under Rule 6 (Election Contests) of the Interim Rules of Procedure Governing Intra-Corporate Controversies under R.A. No. 8799, which took effect on 01 April 2001 (A.M. NO. 01-2-04�Supreme Court, 13 March 2001).As a final consideration, the Court notes that petitioner, in a vain attempt to further his cause, has made much of an incident in the proceedings before the appellate court. We refer to the fact that the former members of the CA's Second Division, instead of their counterpart in the First Division where Associate Justice Regalado Maambong, the ponente of the assailed decision, was allegedly transferred, disposed of CA-G.R. SP No. 82569. In this regard, suffice it to state that it was the Second Division which gave due course to the petition in CA-G.R. SP No. 82569 and in fact issued on March 15, 2004 a TRO thereat. Accordingly, it behooved the members of the former Second Division to participate, as they did here, in the adjudication of the aforesaid petition. Section 2 (d) in relation to Section 1 of Rule VI of the 2002 Internal Rules of the CA says so:
Under Section 4 (Duty of the court upon the filing of the complaint), Rule 6 of the aforesaid interim rules, "(w)ithin two (2) days from the filing of the complaint, the court, upon a consideration of the allegations thereof, may dismiss the complaint outright if it is not sufficient in form and substance, or, if it is sufficient, order the issuance of summons which shall be served, together with a copy of the complaint, on the defendant within two (2) days from its issuance".
In the event that the court finds it necessary to hold a hearing to clarify specific factual matters, it shall issue an order setting the case for hearing ..... The rules also require that the hearing date should be set ..., and shall be completed not later than (15) days from the date of the first hearing. Finally, the court is mandated to render a decision with[in] fifteen (15) days from receipt of the last pleading, or from the date of the last hearing as the case may be.
The RTC should have tried the case of annulment of election with dispatch in accordance with the provisions of A.M. NO. 01-2-04-SC and decided the case accordingly. After receiving evidence, the RTC can annul the election, and oust the usurper or the one illegally elected. But due process must be observed. If this were done right from the beginning without resorting to the short-cut of preliminary mandatory injunction, We would not have gone through all this aggravation. [21]
SECTION. 1. Justice Assigned For Study and Report.-Every case, ... assigned to a Justice for study and report shall be retained by him even if he is transferred to another Division.WHEREFORE, the assailed decision and resolution are AFFIRMED and the petition is DENIED.
SEC. 2. Justices Who May Participate in the Adjudication of Cases. - In the determination of the two other Justices who shall participate in the adjudication of cases, the following shall be observed: xxx.
(d) When, in an original action or petition for review, any of these actions or proceedings, namely: (1) giving due course; (2) granting of preliminary injunction; xxx, shall have been taken, the case shall remain with the Justice to whom the case is assigned for study and report and the Justices who participated therein, regardless of their transfer to other Divisions.