Sy Chim v. Sy Siy Ho & Sons, Inc., G.R. No.

164958, January 27, 2006

Full text link: https://www.chanrobles.com/cralaw/2006januarydecisions.php?id=222

Doctrine: The creation and appointment of a management committee and a receiver is an

extraordinary and drastic remedy to be exercised with care and caution and only when the
requirements under the Interim Rules are shown.

Facts:
1. Sy Siy Ho & Sons is a corporation that imports, buys, and sells hardware, machinery,
spare parts, supplies, and other allied products and merchandise to be sold exclusively
wholesale.
2. Two of Sy Chim’s sons were involved in an intra-corporate dispute and a compromise
agreement was later created. The Sy Tiong Bio Group relinquished its shares to Sy
Chim and agreed to divide and distribute the assets and liabilities of the corporation.
3. Felisidad Chan Sy, the wife of Sy Chim, was assigned to some of the shares of stocks.
4. Another intra-corporate dispute arose involving corporate funds. Sy Tiong Shiou, son of
Sy Chim, his wife, and children filed a complaint for accounting and damages for and on
behalf of the corporation through Romer Tan against Spouses Sy Chim and Felisidad.
5. Allegations in the Complaint:
a. Felisidad, as custodian of all cash collections, had been depositing amounts less
than those appearing in the financial statements which are in the defendants’
custody
b. No deposits were made in the corp’s account from Nov. 1, 2002, to Jan. 31, 2003
c. Felisidad failed to account P67,117,230.30
6. Answer to the Complaint:
a. Any unaccounted cash account and irregularities in the management of the
corporation were the full responsibility of Sy Tiong Shiou because he has direct
and actual management of the corp under the by-laws.
b. It is Juanita Sy who is the corporate treasurer and had custody of the
corporation’s funds and should have kep a complete and accurate record of
receipts, disbursements, and other commercial transactions of the corp.
7. Feeling aggrieved, the Spouses Sy Chim and Felicidad Chan Sy filed a criminal
complaint in the City Prosecutor of Makati against the Spouses Sy Tiong Shiou and their
children for violation of Section 74 of the Corporation
8. On Appointment of a Management Committee
a. The Corporation filed a “Motion for the Appointment of a Management
Committee,” asking the Court that the control and management of the
corporation must be transferred pendente lite to an independent party to ensure
the preservation of the corporate assets
b. Sy Chim opposed it for the Corporation failed to allege and establish the
requisites for the creation of a management committee
c. RTC (Sept. 12, 2003) granted the motion for the creation of a management
committee pendente lite. The question of who should be held responsible for the
unaccounted funds would only be determined after an extensive audit of the
company’s books.
9. On Supplemental Order of the RTC on October 15, 2003
a. Directed the President, VP, Sec, Treasurer, accountant, and bookkeeper of the
corporation or any person acting on their behalf to allow the parties to be present
during the audit
b. However, Punongbayan & Araullo withdraw as an independent auditor
 c. Subsequently, RTC designated Wencita Salvador as comptroller tasked to
oversee the maintenance of corporate books of accounts, budget administration,
internal control on disbursements, reporting and interpretation of financial
statements, tax administration, protection of assets, financial evaluation, and
government reporting.
d. It also assigned RS Bernaldo & Associates to conduct the audit
10. CA’s nullified the orders issued by the RTC
a. Corporation failed to prove a requirement for the creation of a management
committee
b. Other than the bare allegations of Sy Chim and Felicidad that they could not
protect their interests because of dissension among themselves on the one hand,
and members of the board of directors on the other, they failed to show that the
business operations of the corp were paralyzed
c. RTC abused its discretion in designating a comptroller and an accounting firm to
assess the corp’s financial books and records

ISSUES:
1. WON the creation of the management committee was proper
2. WON appointing a comptroller proper

RULING:

On Management Committee

● Section 1, Rule 9 of the Interim Rules

○ SECTION 1. Creation of a management committee. - As an incident to any of the
cases filed under these Rules or the Interim Rules on Corporate Rehabilitation, a
party may apply for the appointment of a management committee for the
corporation, partnership or association, when there is imminent danger of:

Dissipation, loss, wastage or destruction of assets or other properties;

Paralyzation of its business operations which may be prejudicial to the interest of

the minority stockholders, parties-litigants or the general public
● The word “and” in this Rule should not be interpreted as “or”
● The two requisites should be present before a management committee may be created
and a receiver appointed by the RTC
● Upon the appointment of a receiver, the duly elected/appointed officers of the
corporation are divested of the management of such corporation in favor of the
management committee/receiver.
● Such transference of the corp’s management will have a negative effect on the
operations/affairs of the corporation not only with banks and other business institutions
● The creation and appointment of a management committee and a receiver is an
extraordinary and drastic remedy to be exercised with care and caution and only
when the requirements under the Interim Rules are shown.
○ It is a drastic course for the benefit of the minority stockholders, the parties-
litigants or the general public are allowed only under pressing circumstances
and, when there is inadequacy, ineffectual or exhaustion of legal or other
remedies.
○ The power to intervene before the legal remedy is exhausted and misused when
it is exercised in aid of such a purpose.
 ○ The power of the court to continue a business of a corporation, partnership or
association must be exercised with the greatest care and caution. There should
be a full consideration of all the attendant facts, including the interest of all the
parties concerned.
● In this case, Sy Chim failed to make a strong showing that there was an imminent
danger of dissipation, loss, wastage or destruction of assets or other properties of the
respondent corporation and paralysis of its business operations which may be prejudicial
to the interest of the parties or the general public
● There was grave abuse of its discretion amounting to excess of jurisdiction in
creating a management committee and the subsequent appointment of a
comptroller
● Past conduct and condition of the corporation may be considered in determining the
present situation and what the future will be, but a management committee or receiver
will not be appointed merely because of things done or attempted at a past time when
the present situation and the prospects for the future are not such as to warrant taking
the control of the property out of the hands of its owners.

On Comptroller’s appointment
● “Comptroller” is an officer of a business, charged with certain duties in relation to the
fiscal affairs of the same, principally to examine and audit the accounts, to keep records,
and report the financial situation from time to time.
● Nothing in the existing laws and rules that it authorize the designation of a comptroller,
but in the event that court finds the application for the creation of a management
committee sufficient in form and substance, the court shall issue an order appointing
a receiver of known probity, integrity and competence and without any conflict of
interest
● Since the creation of the committee and the appointment of a receiver is without factual
basis, it follows that the appointment of a comptroller is unnecessary