G.R. No. 181455-56 SANTIAGO CUA, JR., SOLOMON S.

CUA
AND EXEQUIEL D. ROBLES, IN THEIR CAPACITY AS
DIRECTORS OF PHILIPPINE RACING CLUB, INC., Petitioner,
vs. MIGUEL OCAMPO TAN, JEMIE U. TAN AND ATTY. BRIGIDO
J. DULAY, Respondents [G.R. No. 182008] SANTIAGO CUA,
SR., IN HIS CAPACITY AS DIRECTOR OF PHILIPPINE RACING
CLUB, INC., Petitioner, VS. COURT OF APPEALS, MIGUEL
OCAMPO TAN, JEMIE U. TAN, ATTY. BRIGIDO J. DULAY, AND
HON. CESAR UNTALAN, PRESIDING JUDGE, MAKATI
REGIONAL TRIAL COURT, BR. 149, Respondents. December
04, 2009

FACTS

PRCI is a corporation organized and established under Philippine laws to carry

on the business of a race course in all its branches and, in particular, to conduct
horse races or races of any kind, to accept bets on the results of the races, and to
construct grand or other stands, booths, stablings, paddocks, clubhouses,
refreshment rooms and other erections, buildings, and conveniences, and to
conduct, hold and promote race meetings and other shows and exhibitions.
PRCI owns only two real properties, each covered by several transfer
certificates of title. One is known as the Sta. Ana Racetrack located in Makati City,
and the other is located in the towns of Naic and Tanza, Cavite.
Following the trend in the development of properties in the same area, PRCI
wished to convert its Makati property from a racetrack to urban residential and
commercial use. Given the location and size of its Makati property, PRCI believed
that said property was severely under-utilized. Hence, PRCI management decided to
transfer its racetrack from Makati to Cavite.
Now as to its Makati property, PRCI management decided that it was best to
spin off the management and development of the same to a wholly owned
subsidiary, so that PRCI could continue to focus its efforts on pursuing its core
business competence of horse racing. Instead of organizing and establishing a new
corporation for the said purpose, PRCI management opted to acquire another
domestic corporation, JTH Davies Holdings, Inc. The Board agreed to acquire the
stocks of latter company through an exchange of their Makati property.
Said move was made into a resolution but was opposed by some
stockholders. The Board and petitioners continued to acquire the company, which
was surrounded by fraud as alleged by the respondents. The petitioners proceeded
with the plan despite the demand by respondents to appraise the stocks of JTH
Davies Holdings. A case was filed by respondents and was granted by the RTC.

ISSUE:

Whether or not appraisal rights are available to respondents.

This study source was downloaded by 100000823176046 from CourseHero.com on 11-15-2021 21:04:14 GMT -06:00

https://www.coursehero.com/file/78484720/Capalad-CzerinaRose-10TaskPerformancedocx/
 RULING:

No. It bears to point out that every derivative suit is necessarily grounded
on an alleged violation by the board of directors of its fiduciary duties, committed
by mismanagement, misrepresentation, or fraud, with the latter two situations
already implying bad faith. If the Court upholds the position of respondents Miguel,
et al. – that the existence of mismanagement, misrepresentation, fraud, and/or bad
faith renders the right of appraisal unavailable – it would give rise to an absurd
situation. Inevitably, appraisal rights would be unavailable in any derivative suit.
This renders the requirement in Rule 8, Section 1(3) of the IPRICC superfluous and
effectively inoperative; and in contravention of an elementary rule of legal
hermeneutics that effect must be given to every word, clause, and sentence of the
statute, and that a statute should be so interpreted that no part thereof becomes
inoperative or superfluous.
The import of establishing the availability or unavailability of appraisal
rights to the minority stockholder is further highlighted by the fact that it is one of
the factors in determining whether or not a complaint involving an intra-corporate
controversy is a nuisance and harassment suit.
In case of nuisance or harassment suits, the court may, motu proprio or
upon motion, forthwith dismiss the case.
The availability or unavailability of appraisal rights should be objectively
based on the subject matter of the complaint, i.e., the specific act or acts performed
by the board of directors, without regard to the subjective conclusion of the minority
stockholder instituting the derivative suit that such act constituted
mismanagement, misrepresentation, fraud, or bad faith.

Expertravel and Tours, Inc., Petitioner, vs Court of Appeals

and Korean Airlines, Respondents
G.R. No. 152392 May 26, 2005

FACTS

Korean Airlines (KAL), a foreign corporation filed a collection suit against

Expertravel and Tours, Inc. (ETI) with the Regional Trial Court (RTC) of Manila
through its appointed counsel, Atty. Mario Aguinaldo. He signed and indicated in the
attached verification and certification against forum shopping that he was the
resident agent and legal counsel of KAL and he caused the preparation of the
complaint.
ETI filed a motion to dismiss the complaint on the ground that Atty. Aguinaldo
was not authorized to execute the verification and certificate of non-forum
shopping. The motion was opposed by KAL and Atty. Aguinaldo claimed that he had
been authorized to file the complaint through a resolution of the KAL Board of
Directors approved during a special meeting conducted through a special
teleconference. However, he failed to submit a copy of the said resolution.

ISSUE:

Whether or not it was proper for the court to take judicial notice of the said
teleconference.

RULING:

This study source was downloaded by 100000823176046 from CourseHero.com on 11-15-2021 21:04:14 GMT -06:00

https://www.coursehero.com/file/78484720/Capalad-CzerinaRose-10TaskPerformancedocx/
 Yes. The Supreme Court held that in this age of modern technology, the
courts may take judicial notice that business transactions may be made by
individuals through teleconferencing. Teleconferencing is interactive group
communication (three or more people in two or more locations) through an
electronic medium. In general terms, teleconferencing can bring people together
under one roof even though they are separated by hundreds of miles.
Teleconferencing and videoconferencing of members of board of directors of private
corporations is commonly used in the Philippines to conduct business transactions
or corporate governance.

Judicial notice have three material requisites: (1) the matter must be one of
common and general knowledge; (2) it must be well and authoritatively settled and
not doubtful or uncertain; and (3) it must be known to be within the limits of the
jurisdiction of the court. The principal guide in determining what facts may be
assumed to be judicially known is that of notoriety. Hence, it can be said that
judicial notice is limited to facts evidenced by public records and facts of general
notoriety. Moreover, a judicially noticed fact must be one not subject to a
reasonable dispute in that it is either: (1) generally known within the territorial
jurisdiction of the trial court; or (2) capable of accurate and ready determination by
resorting to sources whose accuracy cannot reasonably be questionable.

Things of “common knowledge,” of which courts take judicial matters coming to the
knowledge of men generally in the course of the ordinary experiences of life, or
they may be matters which are generally accepted by mankind as true and are
capable of ready and unquestioned demonstration. Thus, facts which are universally
known, and which may be found in encyclopedias, dictionaries or other publications,
are judicially noticed, provided, they are of such universal notoriety and so
generally understood that they may be regarded as forming part of the common
knowledge of every person. As the common knowledge of man ranges far and wide,
a wide variety of particular facts have been judicially noticed as being matters of
common knowledge. Teleconferencing is considered a matter of common
knowledge.

This study source was downloaded by 100000823176046 from CourseHero.com on 11-15-2021 21:04:14 GMT -06:00

https://www.coursehero.com/file/78484720/Capalad-CzerinaRose-10TaskPerformancedocx/