5/6/2021 Suan v Gonzales A.C. No.

6377 March 12, 2007 – Lex Mercatoria Philippines

Lex Mercatoria Philippines

Philippine Commercial Law and Jurisprudence

Suan v Gonzales A.C. No. 6377 March 12, 2007

 MARCH 16, 2014MARCH 16, 2014 LEXMERCATORIAPHILIPPINES  LEAVE A

COMMENT
The filing of the intra-corporate case before the RTC to compel the bank to disclose its stockholdings, to
allow them the inspection of corporate books and records, and the payment of damages does not
amount to forum-shopping notwithstanding the BSP’s investigation on the bank’s unsafe and unsound
business practices

Facts: Gonzales filed a case for Mandamus, Computation of Interests, Enforcement of Inspection,
Dividend and Appraisal Rights, Damages and A orney’s Fees against the Rural Green Bank of Caraga,
Inc. and the members of its Board of Directors before the Regional Trial Court (RTC) of ButuanCity. The
petition prayed for, inter alia, that a temporary restraining order be issued enjoining the conduct of the
annual stockholders’ meeting and the holding of the election of the Board of Directors.The trial court
issued a temporary restraining order (TRO) conditioned upon respondent’s posting of a bond.

Thereafter, Gonzales submi ed a certification by Stronghold Insurance Company, Incorporated (SICI)

together with a Certification issued by then Court Administrator, now Associate Justice, Presbitero J.
Velasco, Jr. that, according to the Clerk of Court of the Municipal Trial Court in Cities (MTCC) of Butuan
City, SICI has no pending obligation and/or liability to the government insofar as confiscated bonds in
civil and criminal cases are concerned.

Suan also claimed that in the complaint filed by respondent, together with Eduardo, Purisima, Ruben,
and Manuel, all surnamed Tan, before the Bangko Sentral ng Pilipinas (BSP) against Ismael E. Andaya
and the members of the Board of Directors of the Rural Green Bank of Caraga, Inc. for alleged gross
violation of the principles of good corporate governance, they represented themselves as the bank’s
minority stockholders with a total holdings amounting to more or less P5 million while the controlling
stockholders own approximately 80% of the authorized capital stock. He also claimed that there was
forum shopping as the the RTC has jurisdiction over the case.

Issue: Whether or not there was forum shopping in filing the complaint.

Held: The filing of the intra-corporate case before the RTC does not amount to forum-shopping. It is a
formal demand of respondent’s legal rights in a court of justice in the manner prescribed by the court or
by the law with respect to the controversy involved.The relief sought in the case is primarily to compel
the bank to disclose its stockholdings, to allow them the inspection of corporate books and records, and
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5/6/2021 Suan v Gonzales A.C. No. 6377 March 12, 2007 – Lex Mercatoria Philippines

the payment of damages. It was also prayed that a TRO be issued to enjoin the holding of the annual
stockholder’s meeting and the election of the members of the Board, which, only courts of justice can
issue.

On the other hand, the complaint filed with the Bangko Sentral ng Pilipinas was an invocation of the
BSP’s supervisory powers over banking operations which does not amount to a judicial proceeding. It
brought to the a ention of the BSP the alleged questionable actions of the bank’s Board of Directors in
violation of the principles of good corporate governance. It prayed for the conduct of an investigation
over the alleged unsafe and unsound business practices of the bank and to make necessary corrective
measures to prevent the collapse of the bank.

 BANKING LAWS, UNCATEGORIZED

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