NIDC V. AQUINO
G.R. No. L-34192 | June 30, 1988 | Padilla, J.
TOPIC: Voting Trust
SUMMARY: Batjak mortgaged its properties to PNB and NIDC, however, Batjak was unable
to pay its obligations so PNB and NIDC foreclosed the properties and NIDC was able to
consolidate ownership. There was also a Voting Trust Agreement (VTA) between the
stockholders of Batjak and NIDC whereby the stockholders assigned to NIDC as trustee, shall
have the power and duty to vote the shares covered by the agreement. When the agreement
expired, Batjak demanded that NIDC turn over the properties but NIDC refused, prompting
Batjak to file with the CFI a special civil action for mandamus with preliminary injunction,
and in the alternative, a petition for receivership. SC ruled that receivership was not proper
because although the VTA designated NIDC as trustee only, NIDC’s possession and title to
the properties was in the concept of owner, having consolidated ownership through
foreclosure.
DOCTRINE: A voting trust transfers only voting or other rights pertaining to the shares
subject of the agreement or control over the stock.
FACTS:
● Batjak, (Basic Agricultural Traders Jointly Administered Kasamahan) is a Filipino-
American corporation organized under the laws of the Philippines, primarily
engaged in the manufacture of coconut oil and copra cake for export. In 1965,
Batjak's financial condition deteriorated to the point of bankruptcy. As of that year,
Batjak's indebtedness to some private banks and to the Philippine National Bank
(PNB) amounted to P11,915,000.00
● They also applied for additional financial assistance from PNB for additional
operating capital. PNB approved the same. 1
○ Batjak executed a first mortgage in favor of PNB. The plant which was
previously mortgaged to MB was mortgaged to NDIC after NDIC
advanced the sum for the payment of the mortgage to MB (in short,
binayaran ni NDIC yung mortgage to MB para sakaniya imortgage)
● A Voting Trust Agreement (VTA) was then executed in favor of NDIC by the
stockholders representing 60% of the outstanding paid-up and subscribed shares of
1 Under the Agreement, NIDC would invest P6,722,500.00 in Batjak in the form of preferred shares of
stock convertible within five (5) years at par into common stock, to liquidate Batjak's obligations to
RB, MBTC and PCIB, and the balance of the investment was to be applied to Batjak's past due account of
P 5 million with the PNB.
Upon receiving payment, RB, PCIB, and MBTC released in favor of PNB the first and any mortgages
they held on the properties of Batjak.
PNB also granted Batjak an export-advance line of P 3 million, later increased to P 5million, and a
standby letter of credit facility in the amount of P5,850,000.00.
Batjak. The agreement was for 5 years and subject to negotiation upon expiration.
Under the agreement:
○ The secretary is authorized to issue the corresponding certificate directly
in the name of the trustee and it should appear on the certificate that the
issuance is pursuant to the Agreement.
○ The trustee shall have the power and duty to vote the shares covered by
the agreement.
● Batjak eventually became insolvent so PNB foreclosed the oil mills. PNB bought the
plants mortgaged to it then subsequently transferred ownership to NDIC, while
NDIC bought those plants mortgaged to it.
● 3 years later, Batjak inquired whether NIDC was still interested in renewing the
VTA. Legal counsel of Bathak later wrote to NIDC that it would now assume that
NIDC was no longer interested in renewing the VTA and thus requested for the
turnover and transfer of all of the assets, properties, management and operations.
● NIDC confirmed that it has no intention to comply with the demands of Batjak,
prompting the latter to file before the CFI a special civil action for mandamus with
preliminary injunction.
○ Restraining order was granted prohibiting NIDC from removing any
record, books, commercial papers or cash, and leasing, renting out,
disposing of or otherwise transferring any or all of the properties,
machineries, raw materials and finished products and/or by-products
thereof now in the factory sites.
● Somewhere along the way. Batjak filed a petition for receivership as alternative to
writ of preliminary prohibitory and mandatory injunction.
○ NID and PNB filed a motion to dismiss. MTD was denied and the judge
appointed a set of 3 receivers. MRs denied.
ISSUE W/ RATIO:
[1] [RELEVANT] Whether the appointment of the receiver was proper -- NO.
● A receiver of real or personal property, which is the subject of the action, may be
appointed by the court when it appears from the pleadings that the party applying
for the appointment of receiver has an interest in said property. The right,
interest, or claim in property, to entitle one to a receiver over it, must be present and
existing.
● ITC: NIDC not only has possession of, but also title to the three (3) oil mills
formerly owned by Batjak. The interest of Batjak over the three (3) oil mills
ceased upon the issuance of the certificates of title to PNB and NIDC
confirming their ownership over the said properties. More so, where Batjak
does not impugn the validity of the foreclosure proceedings. Neither Batjak nor
its stockholders have instituted any legal proceedings to annul the mortgage
foreclosure aforementioned.
● Batjak’s argument: Under the Voting Trust Agreement, NIDC was constituted as
TRUSTEE of the assets, management and operations of Batjak, that due to the
expiration of the Voting Trust Agreement, NIDC should turn over the assets.
 ○ Provisions of VTA: NIDC was designated as TRUSTEE. Moreover, what
was assigned to NIDC was the power to vote the shares of stock of the
stockholders of Batjak, representing 60% of Batjak's outstanding
shares, and who are the signatories to the agreement. Nowhere in the
said provisions or in any other part of the Voting Trust Agreement is
mention made of any transfer or assignment to NIDC of Batjak's
assets, operations, and management.
○ What was to be returned by NIDC as trustee to Batjak's stockholders, upon
the termination of the agreement, are the certificates of shares of stock
belonging to Batjak's stockholders, not the properties or assets of Batjak
itself which were never delivered, in the first place to NIDC, under the
terms of said Voting Trust Agreement.
○ In any event, a voting trust transfers only voting or other rights
pertaining to the shares subject of the agreement or control over the
stock.
■ Section 59, Paragraph 1 of the Corporation Code (BP 68): One
or more stockholders of a stock corporation may create a voting
trust for the purpose of conferring upon a trustee or trusties
the right to vote and other rights pertaining to the shares for
a period not exceeding five (5) years at any one time: …
● HOWEVER, the acquisition by PNB-NIDC of the properties in question was
not made or effected under the capacity of a trustee but as a foreclosing
creditor for the purpose of recovering on a just and valid obligation of Batjak.
● Moreover, the prevention of imminent danger to property is the guiding principle
that governs courts in the matter of appointing receivers. Under Sec. 1 (b), Rule 59
of the Rules of Court, it is necessary in granting the relief of receivership that the
property or fired be in danger of loss, removal or material injury.
● ITC: Batjak in its petition for receivership, or in its amended petition therefor, failed
to present any evidence, to establish the requisite condition that the property is
in danger of being lost, removed or materially injured unless a receiver is
appointed to guard and preserve it.
[2] Whether the CFI properly denied the MTD -- NO.
● GR: Order denying an MTD is an interlocutory order which cannot be the subject of
a petition for certiorari.
○ The remedy of the aggrieved party in a denied motion to dismiss is to file
an answer and interpose, as defense or defenses, the objection or
objections raised by him in said motion to dismiss, then proceed to trial
and, in case of adverse decision, to elevate the entire case by appeal in due
course.
● Exception: In the interest of more enlightened and substantial justice.
● ITC, exception applies because there is patent grave abuse of discretion, in denying
the motion to dismiss.
○ In their motion to dismiss Batjaks complaint, NIDC and PNB raised
common grounds for its allowance: lack of jurisdiction, improper venue,
lack of capacity to sue, failure to state a cause of action.
● Jurisdiction: Jurisdiction of a Court of First Instance to issue a writ of preliminary or
permanent injunction is confined within the boundaries of the province where the
land in controversy is situated.
○ ITC, The petition for mandamus of Batjak prayed that NIDC and PNB be
ordered to surrender, relinquish and turnover to Batjak the assets,
management and operation of Batjak particularly the three (3) oil mills
located in Sasa, Davao City, Jimenez, Misamis Occidental and
Tanauan, Leyte.
○ Clearly, what Batjak asked of respondent court was the exercise of power
or authority outside its jurisdiction.
● Venue: Batjak's complaint should have been filed in the provinces where said oil
mills are located.
● Lack of capacity to sue: PNB and NIDC contend that Batjak's complaint for
mandamus is based on its claim or right to recovery of possession of the three (3)
oil mills, on the ground of an alleged breach of fiduciary relationship. Noteworthy
is the fact that, in the Voting Trust Agreement, the parties thereto were NIDC
and certain stockholders of Batjak.
○ Batjak itself was not a signatory thereto.
● Under Sec. 2, Rule 3 of the Rules of Court, every action must be prosecuted and
defended in the name of the real party in interest.
○ Applying the rule in the present case, the action should have been filed
by the stockholders of Batjak, who executed the Voting Trust
Agreement with NIDC, and not by Batjak itself which is not a party to
said agreement, and therefore, not the real party in interest in the suit to
enforce the same.
● Failure to state a cause of action: PNB claims that Batjak has no cause of action and
prays that the petition for mandamus be dismissed. A careful reading of the Voting
Trust Agreement shows that PNB was really not a party thereto. Hence,
mandamus will not lie against PNB.
● Failure to state a cause of action: Generally, mandamus is not a writ of right and
its allowance or refusal is a matter of discretion to be exercised on equitable
principles and in accordance with well-settled rules of law, and that it should
never be used to effectuate an injustice, but only to prevent a failure of justice. It
will issue only where there is a clear legal right sought to be enforced. It will not
issue to enforce a doubtful right. A clear legal right within the meaning of Sec. 3,
Rule 65 of the Rules of Court means a right clearly founded in or granted by law,
a right which is enforceable as a matter of law.
○ ITC: No clear right in Batjak to be entitled to the writ prayed for.
What Batjak seeks to recover is title to, or possession of, real property
(the three (3) oil mills which really made up the assets of Batjak) but
which the records show already belong to NIDC.
 ■ Oil mills were foreclosed by PNB and NIDC and acquired by
them as the highest bidder in the appropriate foreclosure sales.
Ownership thereto was subsequently consolidated by PNB
and NIDC, after Batjak failed to exercise its right of
redemption. The three (3) oil mills are now titled in the name of
NIDC.

RULING: WHEREFORE, the petitions are GRANTED. The orders of the respondent judge,
dated 16 August 1971 and 30 September 1971, are hereby ANNULLED and SET ASIDE. The
respondent judge and/or his successors are ordered to desist from hearing and/or conducting
any further proceedings in Civil Case No. 14452, except to dismiss the same. With costs
against private respondents.