Rules on payment of docket fees pertaining to intra-corporate squabbles have been revised by the Supreme Court (SC).
The revision stemmed from the case of Alliance International Incorporated (Alliance), a tuna canning firm, which is embroiled in a management conflict after the acquisition by Strong Oak Inc. of the firm’s 430.286 million shares worth P563.675 million.
The acquisition resulted in dilution of the stake of the company’s Singaporeans’ shareholders to 14 percent from 34 percent.
The High Tribunal’s First Division particularly decided on a consolidated petition filed by Alliance led by its president Jonathan Dee and its minority shareholders led by Harvest All Investment Limited (Harvest All).
In its 12-page decision promulgated on March 15, 2017 and penned by Associate Justice Estela Perlas-Bernabe, the First Division denied the petition of Alliance and partly granted the plea of Harvest All as it ruled that an intra-corporate controversy may involve a subject matter that is either capable or incapable of monetary estimation.
Alliance’s board resolution dated May 29, 2015 provided for an indefinite postponement of its Annual Stockholders Meeting (ASM) pending complete subscription to its Stock Rights Offering (SRO) consisting of shares with a total value of P1 billion.
Alliance’s by-laws state that its ASM should be held every June 15.
Harvest All, in opposing the postponement of the ASM, filed a complaint before the Pasig Regional Trial Court (RTC) involving intra-corporate controversy against Alliance.
It argued that the subscription to the new shares through the SRO cannot be made a condition to the exercise of the current stockholders of their right to vote in the 2015 ASM.
Hence, Harvest All sought nullification of the May 29, 2015 board resolution.
The Pasig RTC Clerk of Court assessed Harvest All with filing fees amounting to P8,860.00, which the firm paid accordingly.
The Pasig RTC Branch 159, however, dismissed the complaint of Harvest All as it ruled in favor of Alliance’s argument that Harvest All failed to pay correct filing fees.
Alliance believed that the court has no jurisdiction over the case because Harvest All should have paid P20 million as docket fee based on the worth of SRO, which is valued at P1 billion.
Harvest All brought the case before the Court of Appeals (CA), which ordered the reinstatement of the case.
The CA directed the Pasig RTC to conduct proceedings but only after the proper legal fees were paid.
It agreed with the RTC that the basis for the docket fees should be P1 billion. Both the Pasig RTC and the CA, in deciding the case, relied on a pronouncement made by the Supreme Court in the case of Lu vs Lu Ym: “An intra-corporate controversy always involves a property in litigation, the value of which is always the basis for computing the applicable filing fees.”
The case of Lu mentioned amendments made in Rule 141 of the Rules of Court on July 20, 2004, which “imply that there can be no case of intra-corporate controversy where the value of the subject matter cannot be estimated.”
The Supreme Court in its latest ruling, however, clarified that such pronouncement is just an obiter dictum or a mere opinion and does not bind the courts in deciding similar cases.
The ruling mentioned an amendment made by the High Court to the schedule of legal fees to be collected in various commercial cases that it passed on October 5, 2016.
The amendment states that applicable legal fees shall depend on the nature of the action. JOMAR CANLAS