ROBERTO V. SAN JOSE and DELFIN P. ANGCAO vs. JOSE MA. OZAMIZ

G.R. No. 190590 July 12, 2017

Intra-corporate dispute

Facts: Angcao was elected to serve as the Corporate Secretary of PHC. Ozamiz was a stockholder of PHC since 6 January 1997. On 11 May 2007, he wrote petitioners to request for a copy of all the Minutes of the Meetings of the Board of Directors and Executive Committee of PHC from 2000 to 2007 and a certification as to the completeness thereof. On 18 May 2007, Ozamiz's secretary inquired from the office of Angcao if the minutes were ready and was informed that the request was referred to the Board of Directors for approval. In a letter to Angcao, Ozamiz demanded for either the copies of the minutes and the issuance of the requested certification of completeness or an explanation in writing for his refusal to do so. Ozamiz and his secretary followed-up with the petitioners to no avail. 

At the meeting of the Board of Directors, the request of Ozamiz was discussed. Considering that a similar case filed by Atty. Victor Africa for the inspection of the books of PHC was still pending in court, and in view of the fact that Ozamiz belonged to the same group as Atty. Africa, the matter was referred by the Board of Directors to the PHC Legal Committee for study and recommendation. Until his resignation in 22 January 2008, Angcao never heard from Ozamiz again. Ozamiz filed a complaint for inspection of books with the RTC. Petitioners argued that the RTC had no jurisdiction over the complaint.

Issue: Whether this case involves an intra-corporate dispute.

Held: To determine whether or not a case involves an intra-corporate dispute, two tests are applied - the relationship test and the nature of the controversy test.

Under the relationship test, there is an intra-corporate controversy when the conflict is (1) between the corporation, partnership, or association and the public; (2) between the corporation, partnership, or association and the State insofar as its franchise, permit, or license to operate is concerned; (3) between the corporation, partnership, or association and its stockholders, partners, members, or officers; and (4) among the stockholders, partners, or associates themselves.

On the other hand, in accordance with the nature of controversy test, an intra-corporate controversy arises when the cor:1troversy is not only rooted in the existence of an intra-corporate relationship, but also in the enforcement of the parties' correlative rights and obligations under the Corporation Code and the internal and intra-corporate regulatory rules of the corporation.

Based on the foregoing tests, it is clear that this case involves an intra-corporate dispute. It is a conflict between a stockholder and the corporation, which satisfies the relationship test, and it involves the enforcement of the right of Ozamiz, as a stockholder, to inspect the books of PHC and the obligation of the latter to allow its stockholder to inspect its books.

WHEREFORE, the petition is DENIED. The assailed Decision and Resolution of the Court of Appeals are AFFIRMED.