G.R. No.

187872 | April 11, 2011

STRADEC v. SIDC
FACTS:
This legal case involves a complex dispute between several parties, primarily
revolving around the ownership and control of shares in two corporations:
Strategic Alliance Development Corporation (STRADEC) and Star Infrastructure
Development Corporation (SIDC). The case also includes various motions and
incidents filed by the parties, such as motions for reconsideration and injunction
bonds.
Respondents, including Cypress Tree Capital Investment, Inc. (CTCII), Aderito Z.
Yujuico, Bonifacio C. Sumbilla, Robert L. Wong, and SIDC, filed motions for
reconsideration of a previous court decision made on November 17, 2010. They
argued that the authority of Ceasar Quiambao to represent STRADEC was a
crucial issue in the case. They claimed that if Quiambao's authority was
invalidated, it would impact the legitimacy of certain actions related to the shares
of SIDC.
STRADEC, on the other hand, sought the approval of a preliminary injunction
bond, while CTCII offered to post a counterbond. CTCII claimed that the issuance
of the preliminary injunction would cause them grave and irreparable damage
because they were the principal shareholder of SIDC, which was involved in
significant construction projects. They argued that the injunction would hinder
their ability to infuse equity participation required for bank loans, jeopardizing
SIDC's operations.
One of the central arguments raised by the respondents was related to Ceasar
Quiambao's authority to represent STRADEC in the legal dispute. They contended
that this issue constituted a "prejudicial question," which needed to be resolved
before addressing the primary dispute regarding the SIDC shares.
ISSUES:
1. Whether the disputes over the ownership and control of shares in the
corporations qualified as intra-corporate disputes.
2. Whether the issuance of a preliminary injunction was justified.
3. Whether CTCII's offer to file a counterbond was valid.
 4. Whether or not the issue of Ceasar Quiambao's authority to represent
STRADEC is a "prejudicial question" that must be resolved before
addressing the primary dispute concerning the ownership and control of
SIDC shares.
HELD:
The court found in favor of STRADEC and denied the motions for reconsideration
filed by the respondents. The court's decision can be summarized as follows:
1. The court determined that the disputes over the shares in STRADEC and
SIDC were indeed intra-corporate disputes, as they involved issues related to
the corporations' ownership, control, and actions taken by their officers.
2. The court held that STRADEC was entitled to a preliminary injunction to
protect its rights and interests in the shares of SIDC. The court determined
that STRADEC had been deprived of its rights due to the impugned actions
of the respondents, and the injunction aimed to restore the status quo and
protect STRADEC's rights during the case's pendency.
3. The court rejected CTCII's offer to file a counterbond, finding that the
damage projected by CTCII related to SIDC's construction projects was
speculative. The court emphasized that the mere offer of a counterbond was
insufficient to dissolve the preliminary injunction, especially when the
injunction aimed to prevent unauthorized actions.
4. The court held that the issue of Ceasar Quiambao's authority to
represent STRADEC is not a "prejudicial question" in the context of
this case. The concept of a "prejudicial question" typically arises in
situations where a criminal case is pending alongside a civil case, and
the resolution of the civil issue could have a direct impact on the
outcome of the criminal case. However, in this instance, all actions
involved were civil in nature, and there was no criminal case at stake.
Therefore, the legal concept of a "prejudicial question" did not apply to
the circumstances of this case.

Valerio, Francis Jan Ax L.