TOM v.
RODRIGUEZ
Directly vested power | July 6, 2015 | Perlas-Bernabe, J.
Nature of Case: Certiorari under Rule 45
Digest Maker: Carolino, Beata
SUMMARY: Tom filed a petition for certiorari questioning CA’s jurisdiction in
essentially granting Rodriguez, an intervenor in the case in the lower court, the
powers of control and management over the corporation. SC ruled in favor of Tom,
saying that Rodriguez cannot be granted such powers because the corporation acts
through its BOD, officers, and agents, except in instances where the stockholders
have to give their approval.
FACTS:
 Golden Dragon International Terminals Inc (GDITI) is the exclusive shore
reception facility service provider of the Philippine Ports Authority tasked
with collection, treatment and disposal of ship-generated oil wastes
 December 2008 – Cu had 2 transactions regarding his GDITI shares
wherein both were not paid
o 17,237 shares to Ramos and Basalo
o 15,233 (of the unpaid 17,237) to Lim, Ong, and Gunnacao
 Sept 2009 – GDITI elected new officers: Lim (Pres & Chairman), Basalo (VP
for Visayas and Mindanao), Ong (Treasurer & VP for Luzon), and Gunnacao
(Director)
 Ramos, Tom, and other members who were not elected as officials took
over the GDITI offices and perfomed functions of the officers
 GDITI through Pres. Lim filed an action for injunction against the Ramos
group in RTC-Manila
 Cu resold his shares of stock for 60M to Basalo during the pendency of the
case
o Under the agreement, Cu stated that he sold not only his remaining
1,997 shares but also the ones that he sold to Ramos, Lim, Ong,
and Gunnacao that remained unpaid
o Cu also intervened in the injunction case saying that he was still
vested with the ownership over the shares
 RTC-Manila granted the WPI and ordered parties to cease and desist from
performing acts of control of GDITI and gave Cu, as intervenor, authority to
order GDITI’s business operations
 Oct. 2010 - Cu executed a Special Power of Attorney in favor of Mancao,
granting Mancao the authority to exercise the management and control
powers granted to Cu
o Cu and Basalo entered into an Addendum to Agreement regarding
the terms of payment of the stocks
 Sept. 2011 – Cu revoked the authority he granted to Mancao and Basalo
under the SPA through a letter
 Mancao and Basalo filed a complaint for Specific Performance with TRO and
WPI against Cu, Tom, and other John & Jane Does in RTC-Nabunturan
o Tom was impleaded because they said that he was authorized by
Cu to exercise control and management over GDITI
 Basically, they want Tom and Cu to cease exercising
control and management over GDITI and let Basalo and
Mancao exercise such power
 Rodriguez filed a complaint-in-intervention in the RTC-Nabunturan case
o He alleged that he was authorized by Basalo to take over, manage,
and control the GDITI operations in a May 2012 Memorandum of
Agreement
o Thus, the authority given to Mancao was revoked
o Basalo and Rodriguez agreed to divide between them the net
profits of GDITI equally
o However, Basalo refused to honor the terms and conditions of the
MOA despite demand
o Note: Basalo failed to contradict Rodriguez’s allegations
 RTC-Nabunturan – ruled in favor of Rodriguez; was granted powers of
control and management over GDITI
o MRs of Basalo, Mancao, and Tom were denied. Only Tom raised
the case to the CA in a petition for certiorari + TRO & WPI
 CA: Tom’s petition denied
ISSUE/S & RATIO:
1. W/N the powers of control and management were correctly granted to
Rodriguez? NO.
 A corporation exercises its powers through its BOD and/or its duly
authorized officers and agents, except in intsances where the Corporation
Code requires stockholders’ approval for certain specific acts (Sec. 23,
OCC1)
o A director must own at least 1 share of capital stock of the
corporation of which he is a director, which shall stand in his name
on the books of the corporation.
o Any director who ceases to be the owner of at least 1 share of
capital stock of the corporation shall cease to be a director
o Trustees of non-stock corporations must be members
o A majority of the directors or trustees of all corporations must be
residents of the Philippines
o It cannot be doubted that the management and control of GDITI,
being a stock corporation, are vested in its BOD, which:
 Exercises all powers provided for under the code
 Conducts all businesses of the corporations
 Controls and holds all property of the corp
o Members of the BOD are characterized as trustees or directors
clothed with a fiduciary character
o AS APPLIED
1
SEC. 23. The board of directors or trustees. – Unless otherwise provided in this Code, the
corporate powers of all corporations formed under this Code shall be exercised, all business
conducted and all property of such corporations controlled and held by the board of directors or
trustees to be elected from among the holders of stocks, or where there is no stock, from among
the members of the corporation, who shall hold office for one (1) year until their successors are
elected and qualified.
  Rodriguez is a mere intervenor on the basis of a MOA
between him and Basalo, in violation of Sec. 23 of the
OCC
 Yet, the RTC-Nabunturan, affirmed by CA, granted him
the powers of control and management
 As regards Tom’s standing, it appears that Tom, an
original party-defendant in the case before RTC-
Nabunturan, was elected as a member of the current BOD
of GDITI. Hence, he has the standing to file the case as a
party-in-interest.
 Hence, the injunctive writ which Tom prayed for
before the CA must be granted without prejudice
to the resolution on the merits of the specific
performance in the case pending before RTC-
Nabunturan

2. Other matter
 CA acted with grave abuse of discretion when it affirmed the RTC-
Nabunturan decision in granting Tom the said powers; thus the petition for
certiorari filed by Tom before the SC is proper

Ruling/Dispositive Portion:
WHEREFORE, the petition is GRANTED. The Resolutions dated May 16, 2014
and November 5, 2014 of the Court of Appeals in CA-G.R. SP No. 06075 are
hereby NULLIFIED and SET ASIDE. Accordingly, let a Writ of Preliminary
Injunction be ISSUED against respondent Samuel N. Rodriguez, his agents,
and all persons acting under his authority to refrain and desist from further
exercising any powers of management and control over Golden Dragon
International Terminals, Inc.