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Petitioner: Do-All Metal Industries, SPS. Domingo and Lely Kung 1. W/N the RTC acquired jurisdiction to hear and
Lim adjudicate plaintiff’s supplemental complaint
Respondents: Security Bank, Titolaido Payongayong, Evylene against the Bank considering their failure to pay the
Sison. Phil Industrial Security Agency Corp and Gil Silos filing fees on the amounts of damages they claim in
Citation: GR No. 176339 it?
Date of Promulgation: January 10, 2011
Ponente: Abad HELD:
FACTS: YES.
Dragon Lady Industries: owned by SPS Lim
- 1996 to 1997: they took out loans from Security Bank One. On the issue of jurisdiction, respondent Bank argues that
amounting to PhP 92, 454. 776. 45 plaintiffs’ failure to pay the filing fees on their supplemental
- Unable to pay the loans on time, they assigned some complaint is fatal to their action.
of their real properties to the bank to secure the same,
including a building and the lot on which the property But what the plaintiffs failed to pay was merely the filing fees
stands, located at Santolan, Pasig City for their Supplemental Complaint. The RTC acquired
1998: Bank offered to lease the property to the Lims through jurisdiction over plaintiffs’ action from the moment they filed
the Do-All Metal Industries, primarily for business although their original complaint accompanied by the payment of the
the Lims were to use part of the property as their residence. filing fees due on the same. The plaintiffs’ non-payment of
- DMI and the Bank executed a two-year lease contract the additional filing fees due on their additional claims did not
from October 1, 1998 to September 30, 2000 but the divest the RTC of the jurisdiction it already had over the
Bank retained the right to pre-terminate the lease. The case.6
contract also provided that, should the Bank decide to
sell the property, DMI shall have the right of first refusal. Three. As to the damages that plaintiffs claim under their
Dec. 3, 1999: before the lease was up, the bank gave notice supplemental complaint, their stand is that the RTC
to DMI that it was pre-terminating the lease on Dec. 31, 1999
committed no error in admitting the complaint even if they DEE vs HARVEST ALL
had not paid the filing fees due on it since such fees
constituted a lien anyway on the judgment award. But this Petitioner: Jonathan Dee
after-judgment lien, which implies that payment depends on Respondents: Harvest All Invested Limited ( consolidated case
a successful execution of the judgment, applies to cases ‘to, main parties lang nilagay ko)
where the filing fees were incorrectly assessed or paid or Citation: GR No. 224834
where the court has discretion to fix the amount of the Date of Promulgation: March 15, 2017
award.8 None of these circumstances obtain in this case. Ponente: Perlas Bernabe
Here, the supplemental complaint specified from the beginning the FACTS:
actual damages that the plaintiffs sought against the Bank. Still
plaintiffs paid no filing fees on the same. And, while petitioners Harvest All Investment Limited, Victory Fund Limited, Bondeast
claim that they were willing to pay the additional fees, they gave Private Limited, Albert Hong Hin Kay, and Hedy S.C. Yap Chua
no reason for their omission nor offered to pay the same. They (Harvest All, et al.) are, in their own capacities, minority
merely said that they did not yet pay the fees because the RTC stockholders of Alliance Select Foods International, Inc.
had not assessed them for it. But a supplemental complaint is like (Alliance), with Hedy S.C. Yap Chua acting as a member of
any complaint and the rule is that the filing fees due on a complaint Alliance's Board of Directors.5 As per Alliance's by-laws, its
need to be paid upon its filing.9 The rules do not require the court Annual Stockholders' Meeting (ASM) is held every June 15.6
to make special assessments in cases of supplemental However, in a Special Board of Directors Meeting held at three (3)
complaints. o'clock in the afternoon of May 29, 2015, the Board of Directors,
over Hedy S.C. Yap Chua's objections, passed a Board
To aggravate plaintiffs’ omission, although the Bank brought up Resolution indefinitely postponing Alliance's 2015 ASM pending
the question of their failure to pay additional filing fees in its motion complete subscription to its Stock Rights Offering (SRO)
for reconsideration, plaintiffs made no effort to make at least a late consisting of shares with total value of ₱l Billion which was earlier
payment before the case could be submitted for decision, approved in a Board Resolution passed on February 17, 2015. As
assuming of course that the prescription of their action had not per Alliance's Disclosure dated May 29, 2015 filed before the
then set it in. Clearly, plaintiffs have no excuse for their continuous Philippine Stock Exchange, such postponement was made "to
failure to pay the fees they owed the court. Consequently, the trial give the stockholders of [Alliance] better representation in the
court should have treated their Supplemental Complaint as not annual meeting, after taking into consideration their subscription
filed. to the [SRO] of [Alliance]."7 This prompted Harvest All, et al. to file
the instant Complaint (with Application for the Issuance of a Writ
Plaintiffs of course point out that the Bank itself raised the issue of of Preliminary Mandatory Injunction and Temporary Restraining
non-payment of additional filing fees only after the RTC had Order/Writ of Preliminary Injunction)8 involving an intra-corporate
rendered its decision in the case. The implication is that the Bank controversy against Alliance, and its other Board members,
should be deemed to have waived its objection to such omission. namely, George E. Sycip, Jonathan Y. Dee, Raymund K.H. See,
But it is not for a party to the case or even for the trial court to Mary Grace T. Vera-Cruz, Antonio C. Pacis, Erwin M. Elechicon,
waive the payment of the additional filing fees due on the and Barbara Anne C. Migallos (Alliance Board). In said complaint,
supplemental complaint. Only the Supreme Court can grant Harvest All, et al. principally claimed that the subscription to the
exemptions to the payment of the fees due the courts and these new shares through the SRO cannot be made a condition
exemptions are embodied in its rules. precedent to the exercise by the current stockholders of their right
to vote in the 2015 ASM; otherwise, they will be deprived of their
Besides, as correctly pointed out by the CA, plaintiffs had the full voting rights proportionate to their existing shareholdings.9
burden of proving that the movable properties in question had Thus, Harvest All, et al., prayed for, inter alia, the declaration of
remained in the premises and that the bank was responsible for nullity of the Board Resolution dated May 29, 2015 indefinitely
their loss. The only evidence offered to prove the loss was postponing the 2015 ASM, as well as the Board Resolution dated
Domingo Lim’s testimony and some undated and unsigned February 17, 2015 approving the SR0.10 The Clerk of Court of the
inventories. These were self-serving and uncorroborated. RTC assessed Harvest All, et al. with filing fees amounting to
₱8,860.00 which they paid accordingly.11 Later on, Harvest All, et
WHEREFORE, the Court PARTIALLY GRANTS the petition and al. filed an Amended Complaint:12 (a) deleting its prayer to
REINSTATES with modification the decision of the Regional Trial declare null and void the Board Resolution dated February 17,
Court of Pasig City in Civil Case 68184. The Court DIRECTS 2015 approving the SRO; and (b) instead, prayed that the Alliance
respondent Security Bank Corporation to pay petitioners DMI and Board be enjoined from implementing and carrying out the SRO
spouses Domingo and Lely Kung Lim damages in the following prior to and as a condition for the holding of the 2015 ASM.13
amounts: ₱500,000.00 as moral damages, ₱500,000.00 as
exemplary damages, and ₱100,000.00 for attorney’s fees. The For its part, the Alliance Board raised the issue of lack of
Court DELETES the award of actual damages of ₱27,974,564.00. jurisdiction on the ground of Harvest All, et al.'s failure to pay the
correct filing fees. It argued that the latter should have paid P20
Million, more or less, in filing fees based on the SRO which was
valued at Pl Billion. However, Harvest All, et al. did not mention
(YUNG CASE NA ‘TO, COPY-PASTED AS IS YUNG FACTS SA such capital infusion in their prayers and, as such, were only made
ORIGINAL TEXTS. SOBRANG AYOS AT SUMMARIZED NA to pay the measly sum of ₱8,860.00. On the other hand, Harvest
KASO SO DI KO NA PINAIKSI LALO) All, et al. maintained that they paid the correct filing fees,
considering that the subject of their complaint is the holding of the
2015 ASM and not a claim on the aforesaid value of the SRO.
Harvest All, et al. likewise pointed out that they simply relied on
the assessment of the Clerk of Court and had no intention to
defraud the government
ISSUE: qualification, was the applicable provision. Even the
1. W/N Harvest All, et al. paid insufficient filing fees for Amended Complaint was filed on March 31, 2003 during
their complaint, as the same should have been based which time the applicable rule expressed that paragraphs (a)
on the Pl Billion value of the SRO; and (b) if Harvest and (b) 1 & 3 shall be the basis for computing the filing fees
All, et al. indeed paid insufficient filing fees, whether in intra-corporate cases, recognizing that there could be an
or not such act was made in good faith and without intra-corporate controversy where the value of the subject
any intent to defraud the government. matter cannot be estimated, such as an action for inspection
of corporate books. The immediate illustration shows that no
HELD: mistake can even be attributed to the RTC clerk of court in
the assessment of the docket fees.32 (Emphases and
The petition in G.R. No. 224834 is denied, while the petition in underscoring supplied)
G.R. No. 224871 is partly granted.
Accordingly, the passages in Lu that "an intra-corporate
I. controversy always involves a property in litigation" and that "there
can be no case of intra-corporate controversy where the value of
At the outset, the Court notes that in ruling that the correct filing the subject matter cannot be estimated" are clearly non-
fees for Harvest All, et al.'s complaint should be based on the Pl determinative of the antecedents involved in that case and, hence,
Billion value of the SRO - and, thus, essentially holding that such cannot be controlling jurisprudence to bind our courts when it
complaint was capable of pecuniary estimation - both the RTC and adjudicates similar cases upon the principle of stare decisis. As it
the CA heavily relied on the is evident, these passages in Lu only constitute an opinion
delivered by the Court as a "by the way" in relation to a
Court's pronouncement in Lu. In Lu, the Court mentioned that in hypothetical scenario (i.e., if the complaint was filed during the
view of A.M. No. 04-2-04-SC dated July 20, 2004 which effectivity of A.M. No. 04-2-04-SC, which it was not) different from
introduced Section 21 (k)27 to Rule 141 of the Rules of Court, it the actual case before it.
seemed that "an intra-corporate controversy always involves a
property in litigation" and that "there can be no case of intra- In Land Bank of the Philippines v. Santos,33 the Court had the
corporate controversy where the value of the subject matter opportunity to define an obiter dictum and discuss its legal effects
cannot be estimated."28 as follows:
However, after a careful reading of Lu, it appears that Harvest All, [An obiter dictum] "x x x is a remark made, or opinion expressed,
et al. correctly pointed out29 that the foregoing statements were by a judge, in his decision upon a cause by the way, that is,
in the nature of an obiter dictum. incidentally or collaterally, and not directly upon the question
before him, or upon a point not necessarily involved in the
To recount, in Lu, the Court ruled, inter alia, that the case involving determination of the cause, or introduced by way of illustration, or
an intra-corporate controversy instituted therein, i.e., declaration analogy or argument. It does not embody the resolution or
of nullity of share issuance, is incapable of pecuniary estimation determination of the court, and is made without argument, or full
and, thus, the correct docket fees were paid.30 Despite such consideration of the point. It lacks the force of an adjudication,
pronouncement, the Court still went on to say that had the being a mere expression of an opinion with no binding force for
complaint therein been filed during the effectivity of A.M. No. 04- purposes of res judicata."34 (Emphasis and underscoring
2-04-SC, then it would have ruled otherwise because the supplied)
amendments brought about by the same "seem to imply that there
can be no case of intra-corporate controversy where the value of For these reasons, therefore, the courts a quo erred in applying
the subject matter cannot be estimated,"31 viz.: the case of Lu.
The new Section 21 (k) of Rule 141 of the Rules of Court, as II.
amended by A.M. No. 04-2-04-SC (July 20, 2004), expressly
provides that "[f]or petitions for insolvency or other cases In any event, the Court finds that the obiter dictum stated in Lu
involving intra-corporate controversies, the fees prescribed was actually incorrect. This is because depending on the nature
under Section 7 (a) shall apply." Notatu dignum is that of the principal action or remedy sought, an intra-corporate
paragraph (b) 1 & 3 of Section 7 thereof was omitted from the controversy may involve a subject matter which is either capable
reference. Said paragraph refers to docket fees for filing "[a]ctions or incapable of pecuniary estimation.
where the value of the subject matter cannot be estimated" and
"all other actions not involving property." In Cabrera v. Francisco,35 the Court laid down the parameters in
determining whether an action is considered capable of pecuniary
By referring the computation of such docket fees to paragraph (a) estimation or not:
only, it denotes that an intra-corporate controversy always
involves a property in litigation, the value of which is always the In determining whether an action is one the subject matter of
basis for computing the applicable filing fees. The latest which is not capable of pecuniary estimation this Court has
amendments seem to imply that there can be no case of intra- adopted the criterion of first ascertaining the nature of the principal
corporate controversy where the value of the subject matter action or remedy sought. If it is primarily for the recovery of a sum
cannot be estimated. Even one for a mere inspection of corporate of money, the claim is considered capable of pecuniary
books. estimation, and whether jurisdiction is in the municipal courts or in
the [C]ourts of [F]irst [I]nstance would depend on the amount of
If the complaint were filed today, one could safely find refuge in the claim. However, where the basic issue is something other than
the express phraseology of Section 21 (k) of Rule 141 that the right to recover a sum of money, where the money claim is
paragraph (a) alone applies. purely incidental to, or a consequence of, the principal relief
sought, this Court has considered such actions as cases where
In the present case, however, the original Complaint was filed the subject of the litigation may not be estimated in terms of
on August 14, 2000 during which time Section 7, without money, and are cognizable exclusively by [C]ourts of [F]irst
[I]nstance (now Regional Trial Courts).36 (Emphases and of the subject matter can be determined/estimated], 7 (b) (1) [fees
underscoring supplied) for actions where the value of the subject matter cannot be
estimated], or 7 (b) (3) [fees for all other actions not involving
This case is a precise illustration as to how an intra-corporate property] of the same Rule to cases involving intra-corporate
controversy may be classified as an action whose subject matter controversies for the determination of the correct filing fees, as the
is incapable of pecuniary estimation. A cursory perusal of Harvest case may be, serves a dual purpose: on the one hand, the
All, et al.'s Complaint and Amended Complaint reveals that its amendments concretize the Court's recognition that the subject
main purpose is to have Alliance hold its 2015 ASM on the date matter of an intra-corporate controversy may or may not be
set in the corporation's bylaws, or at the time when Alliance's SRO capable of pecuniary estimation; and on the other hand, they were
has yet to fully materialize, so that their voting interest with the also made to correct the anomaly created by A.M. No. 04-2-04-
corporation would somehow be preserved. Thus, Harvest All, et SC dated July 20, 2004 (as advanced by the Lu obiter dictum)
al. sought for the nullity of the Alliance Board Resolution passed implying that all intra-corporate cases involved a subject matter
on May 29, 2015 which indefinitely postponed the corporation's which is deemed capable of pecuniary estimation.
2015 ASM pending completion of subscription to the SR0.37
Certainly, Harvest All, et al.'s prayer for nullity, as well as the While the Court is not unaware that the amendments brought by
concomitant relief of holding the 2015 ASM as scheduled in the A.M. No. 04-02-04-SC dated October 5, 2016 only came after the
by-laws, do not involve the recovery of sum of money. The mere filing of the complaint subject of this case, such amendments may
mention of Alliance's impending SRO valued at ₱l Billion cannot nevertheless be given retroactive effect so as to make them
transform the nature of Harvest All, et al.'s action to one capable applicable to the resolution of the instant consolidated petitions as
of pecuniary estimation, considering that: (a) Harvest All, et al. do they merely pertained to a procedural rule, i.e., Rule 141, and not
not claim ownership of, or much less entitlement to, the shares substantive law. In Tan, Jr. v. CA,39 the Court thoroughly
subject of the SRO; and (b) such mention was merely narrative or explained the retroactive effectivity of procedural rules, viz.:
descriptive in order to emphasize the severe dilution that their
voting interest as minority shareholders would suffer if the 2015 The general rule that statutes are prospective and not
ASM were to be held after the SRO was completed. If, in the end, retroactive does not ordinarily apply to procedural laws. It has
a sum of money or anything capable of pecuniary estimation been held that "a retroactive law, in a legal sense, is one which
would be recovered by virtue of Harvest All, et al.'s complaint, then takes away or impairs vested rights acquired under laws, or
it would simply be the consequence of their principal action. creates a new obligation and imposes a new duty, or attaches a
new disability, in respect of transactions or considerations already
Clearly therefore, Harvest All, et al.'s action was one incapable of past. Hence, remedial statutes or statutes relating to remedies or
pecuniary estimation. modes of procedure, which do not create new or take away vested
rights, but only operate in furtherance of the remedy or
At this juncture, it should be mentioned that the Court passed A.M. confirmation of rights already existing, do not come within the legal
No. 04-02-04-SC38 dated October 5, 2016, which introduced conception of a retroactive law, or the general rule against the
amendments to the schedule of legal fees to be collected in retroactive operation of statutes." The general rule against giving
various commercial cases, including those involving intra- statutes retroactive operation whose effect is to impair the
corporate controversies. Pertinent portions of A.M. No. 04-02-04- obligations of contract or to disturb vested rights does not prevent
SC read: the application of statutes to proceedings pending at the time of
their enactment where they neither create new nor take away
RESOLUTION vested rights. A new statute which deals with procedure only is
xxxx
presumptively applicable to all actions - those which have accrued
or are pending.
Whereas, Rule 141 of the Revised Rules of Court, as amended by A.M.
No. 04-2-04-SC effective 16 August 2004, incorporated the equitable Statutes regulating the procedure of the courts will be construed
schedule of legal fees prescribed for petitions for rehabilitation under
Section 21 (i) thereof and, furthermore, provided under Section 21(k) as applicable to actions pending and undetermined at the time of
thereof that the fees prescribed under Section 7(a) of the said rule shall their passage.1âwphi1 Procedural laws are retroactive in that
apply to petitions for insolvency or other cases involving intra-corporate sense and to that extent. The fact that procedural statutes may
controversies;
somehow affect the litigants' rights may not preclude their
xxxx retroactive application to pending actions. The retroactive
application of procedural laws is not violative of any right of a
NOW, THEREFORE, the Court resolves to ADOPT a new schedule of person who may feel that he is adversely affected. Nor is the
filing fees as follows:
retroactive application of procedural statutes constitutionally
xxxx objectionable. The reason is that as a general rule no vested right
may attach to, nor arise from, procedural laws. It has been held
4. Section 21 (k) of Rule 141 of the Revised Rules of Court is hereby
DELETED as the fees covering petitions for insolvency are already
that "a person has no vested right in any particular remedy, and a
provided for in this Resolution. As for cases involving intra-corporate litigant cannot insist on the application to the trial of his case,
controversies, the applicable fees shall be those provided under Section 7 whether civil or criminal, of any other than the existing rules of
(a), 7 (b) (1), or 7 (b) (3) of Rule 141 of the Revised Rules of Court procedure."40 (Emphases and underscoring supplied)
depending on the nature of the action.