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Case Study
Case Study
With 519,997 shares of stock as reflected in The shares of stock were distributed among
Stock Certificate Nos. 004-014, herein the following stockholders:
respondent Gilbert G. Guy (Gilbert) practically
owned almost 80 percent of the 650,000 NAME NO. OF SHARES
subscribed capital stock of GoodGold Realty Francisco Guy [husband]
& Development Corporation (GoodGold),1 195,000
one of the multi-million corporations which Simny G. Guy [wife]
Gilbert claimed to have established in his 30s. 195,000
GoodGold’s remaining shares were divided Gilbert G. Guy [son] 65,000
among Francisco Guy (Francisco) with Geraldine G. Guy [daughter]
130,000 shares, Simny Guy (Simny), 65,000
Benjamin Lim and Paulino Delfin Pe, with one Grace G.Cheu (or her heirs) [daughter]
share each, respectively. Gilbert is the son of 65,000
spouses Francisco and Simny. Simny, one of Gladys G.Yao [daughter]65,000
the petitioners, however, alleged that it was Total 650,0007
she and her husband who established In September 2004, or five years after the
GoodGold, putting the bulk of its shares under redistribution of GoodGold’s shares of stock,
Gilbert’s name. She claimed that with their Gilbert filed with the Regional Trial Court
eldest son, Gaspar G. Guy (Gaspar), having (RTC) of Manila, a Complaint for the
entered the Focolare Missionary in 1970s, "Declaration of Nullity of Transfers of Shares
renouncing worldly possessions,2 she and in GoodGold and of General Information
Francisco put the future of the Guy group of Sheets and Minutes of Meeting, and for
companies in Gilbert’s hands. Gilbert was Damages with Application for a Preliminary
expected to bring to new heights their family Injunctive Relief," against his mother, Simny,
and his sisters, Geraldine, Grace, and
Gladys.8 Gilbert alleged, among others, that Gilbert alleged that he never signed any
no stock certificate ever existed;9 that his document which would justify and support the
signature at the back of the spurious Stock transfer of his shares to his siblings and that
Certificate Nos. 004-014 which purportedly he has in no way, disposed, alienated,
endorsed the same and that of the corporate encumbered, assigned or sold any or part of
secretary, Emmanuel Paras, at the obverse his shares in GoodGold.14 He also denied the
side of the certificates were forged, and, existence of the certificates of stocks.
hence, should be nullified.10 According to him, "there were no certificates
of stocks under his name for the shares of
Gilbert, however, withdrew the complaint, after stock subscribed by him were never issued
the National Bureau of Investigation (NBI) nor delivered to him from the time of the
submitted a report to the RTC of Manila inception of the corporation."15
authenticating Gilbert’s signature in the
endorsed certificates.11 The NBI report Gilbert added that the Amended General
stated: Information Sheets (GIS) of GoodGold for the
years 2000 to 2004 which his siblings
FINDINGS: submitted to the Securities and Exchange
Commission (SEC) were spurious as these
Comparative analysis of the specimens did not reflect his true shares in the
submitted under magnification using varied corporation which supposedly totaled to
lighting process and with the aid of 595,000 shares;16 that no valid stockholders’
photographic enlargements disclosed the annual meeting for the year 2004 was held,
presence of significant and fundamental hence proceedings taken thereon, including
similarities in the personal handwriting habits the election of corporate officers were null and
existing between the questioned signatures of void;17 and, that his siblings are foreign
"GILBERT G. GUY" and "EMMANUEL C. citizens, thus, cannot own more than forty
PARAS," on one hand, and their percent of the authorized capital stock of the
corresponding standard specimen/exemplar corporation.18
signatures, on the other hand, such as in:
Gilbert also asked in his complaint for the
- Basic design of letters/elements; issuance of a Writ of Preliminary and
Mandatory Injunction to protect his rights.19
- Manner of execution/line quality;
In an Order dated 30 June 2008,20 the RTC
- Minute identifying details. denied Gilbert’s Motion for Injunctive Relief21
which constrained him to file a motion for
CONCLUSION: reconsideration, and, thereafter, a Motion for
Inhibition against Judge Edwin Sorongon,
A. The questioned and the standard praying that the latter recuse himself from
specimen/exemplar signatures of Gilbert G. further taking part in the case.
Guy were written by one and the same
person; Meanwhile, Gilbert’s siblings filed a
manifestation claiming that the complaint is a
B. The questioned and the standard nuisance and harassment suit under Section
specimen/exemplar signatures of 1(b), Rule 1 of the Interim Rules of Procedure
"EMMANUEL C. PARAS" were written by one on Intra-Corporate Controversies.
and the same person. (Emphasis supplied)12
In an Order dated 6 November 2008,22 the
The present controversy arose, when in 2008, RTC denied the motion for inhibition. The RTC
three years after the complaint with the RTC also dismissed the case, declaring it a
of Manila was withdrawn, Gilbert again filed a nuisance and harassment suit, viz.:
complaint, this time, with the RTC of
Mandaluyong, captioned as "Intra-Corporate WHEREFORE, the court resolves:
Controversy: For the Declaration of Nullity of
Fraudulent Transfers of Shares of Stock (1) To DENY as it is hereby DENIED
Certificates, Fabricated Stock Certificates, respondent’s Motion for Inhibition;
Falsified General Information Sheets, Minutes
of Meetings, and Damages with Application (2) To DENY as it is hereby DENIED
for the Issuance of a Writ of Preliminary and respondent’s Motion for Reconsideration of
Mandatory Injunction," docketed as SEC- the June 30, 2008 Order; and,
MC08-112, against his mother, Simny, his
sisters, Geraldine, Gladys, and the heirs of his (3) To declare as it is herby declared the
late sister Grace.13 instant case as a nuisance or harassment suit.
Accordingly, pursuant to Section 1(b), Rule 1
of the Interim Rules of Procedure for Intra-
Corporate Dispute, the instant case is hereby Reconsideration filed [by petitioners] herein.
DISMISSED. No pronouncement as to Inasmuch as there is no longer any
costs.23 impediment to proceed with the instant case
and the fact that this court was specifically
This constrained Gilbert to assail the above directed by the May 27, 2009 Decision of the
Order before the Court of Appeals (CA). The CA Second Division to proceed with the trial
petition for review was docketed as CA-G.R. on the merits with dispatch, this court resolves
SP No. 106405. to deny the motion under consideration.
The CA, in the same decision, also denied The denial of the petitioners’ motion to defer
Gilbert’s Petition for the Issuance of Writ of pre-trial, compelled them to file with this Court
Preliminary Injunction for failure to establish a a Petition for Certiorari with Urgent Application
clear and unmistakable right that was violated for the Issuance of TRO and/or A Writ of
as required under Section 3, rule 58 of the Preliminary Injunction, docketed as G.R. No.
1997 Rules of Civil Procedure.26 189699. Because of the pendency of the G.R.
No. 189486 before us, the petitioners deemed
The CA, however, found merit on Gilbert’s proper to question the said denial before us as
contention that the complaint should be heard an incident arising from the main
on the merits. It held that: controversy.29