Koruga vs Arcenas G.R. No.

168332 June 19, 2009

Facts: Koruga is a minority stockholder of Banco Filipino. She filed a complaint before the RTC
charging defendants with violation of Secs 31 to 34 of the Corporation Code, prohibiting self-dealing
and conflict of interest of directors and officers; invoked her right to inspect the corporation’s records
under Secs 74 and 75 of the Corporation Code; and prayed for Receivership and Creation of a
Management Committee, pursuant to Rule 59 of the Civil Procedure, the Securities Regulation Code,
the Interim Rules of Procedure Governing Intra-Corporate Controversies, the General Banking Law
of 2000, and the New Central Bank Act. She accused the directors and officers of Banco Filipino of
engaging in unsafe, unsound, and fraudulent banking practices, more particularly, acts that violate
the prohibition on self-dealing.
Arcenas, et al. filed their Answer raising, among others, the trial court’s lack of jurisdiction to take
cognizance of the case. They file Motion to dismiss the case which the RTC denied. Arcenas then
prayed for an issuance of writ of preliminary injunction with the CA in order to prevent RTC from
hearing the case. This was granted. Koruga then asks this Court to restrain the CA from implementing
the writ of preliminary injunction. Meanwhile this Court granted the prayer for TRO by Arcenas and
enjoined the RTC from proceeding with the hearing of the case. Koruga filed a motion to lift the TRO
which was denied.
In G.R. No. 169053, Arcenas asked the Court to set aside the Decision dated July 20, 2005 of the CA,
which denied their petition, having found no grave abuse of discretion on the part of the RTC. Arcenas
anchored their prater on the following grounds, among others, that jurisdiction over the subject
matter of the case is vested by law in BSP.
Issue: Whether BSP has jurisdiction over the Complaint of Koruga.
Held: Yes. The New Central Bank Act vests in the BSP the supervision over operations and activities
of banks. Specifically, the BSP’s supervisory and regulatory powers under section 25 of the New
Banking Law include conduct of examination to determine compliance with laws and regulations if
the circumstance so warrant as determined by the Monetary Board; overseeing to ascertain that laws
and regulations are complied with; regular investigation which shall not be oftener its business on a
safe or sound basis; and inquiring into the solvency and liquidity of the institution. In the instant case,
the acts complained of by Koruga pertain to the conduct of Banco Filipino’s banking business. Hence,
such complaint is under the jurisdiction of BSP.
Moreover, Sec 56 of the General Banking Law of 2000 provides that the authority to determine
whether a bank is conducting business in an unsafe or unsound manner is vested in the Monetary
Board. The new Central Bank Act also grants the Monetary Board the power to impose administrative
sanctions on the erring bank.
Koruga’s invocation of the provisions of the Corporation Code is also misplaced since secs 29 and 30
of the New Central Bank Act provides that it is the Monetary Board that exercises exclusive
jurisdiction over proceedings for receivership of banks. The court’s jurisdiction could only have been
invoked after the Monetary Board had taken action on the matter and only on the ground that the
action taken was in excess of jurisdiction or with such grave abuse of discretion as to amount to lack
or excess of jurisdiction.
Furthermore, Sec 30 of the New Central Bank Act also provides that a petition for certiorari may only
be filed by the stockholders of record representing the majority of the capital stock. Koruga, by her
own admission, stated that she is merely a minority stockholder of Banco Filipino. Hence, she would
not have the standing to question the Monetary Board’s decision.