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G.R. No. 181416 November 11, 2013MEDICAL PLAZA MAKATI CONDOMINIUM CORPORATION vs. ROBERT H. CULLE Facts: Respondent Robert H. Cullen purchased from MLHI condominium Unit No. 1201 of the Medical Plaza Makati.>On September 19, 2002, petitioner, through its corporate secretary, Dr. Jose Giovanni E. Dimayuga, demanded from respondent payment for alleged unpaid association dues and assessments amounting to ₱145,567.42. Issue: Does the controversy involve intra-corporate issues as would fall within the jurisdiction of the RTC sitting as aspecial commercial court or an ordinary action for damages within the jurisdiction of regular courts? Held: An intra-corporate controversy is one which pertains to any of the following relationships: (1) between thecorporation, partnership or association and the public; (2) between the corporation, partnership or association and theState insofar as its franchise, permit or license to operate is concerned; (3) between the corporation, partnership orassociation and its stockholders, partners, members or officers; and (4) among the stockholders, partners or associatesthemselves.

RAMON P. JACINTO and JAIME J. COLAYCO, petitioners, vs. FIRST WOMENS CREDIT CORPORATION, represented in this derivative suit by SHIG KATAYAMA, respondents. Shig Katayama, in his capacity as director and minority stockholder of FWCC, instituted a derivative suit before the SEC against petitioners Ramon P. Jacinto and Jaime J. Colayco, President and Vice President, respectively, of FWCC. Katayama claimed that petitioners Jacinto and Colayco committed company plunder when they raided FWCCs coffers and diverted the staggering amount of P720,333,266.00 to RJ Guitars, RJ Holdings, RJ Music, RJ Bistro, Rajah Broadcasting Network, RJ FM, RJ Productions (collectively referred to herein as RJ Group of Companies) as well as to companies affiliated with FWCC, namely, Quantum, Shigra, RJ Ventures Realty Corporation and Save-a-Lot. Katayama prayed that petitioners be ordered to account for and return the diverted amount to FWCC and that in the interim a management committee be appointed to end the dissipation, wastage and loss of corporate funds.

Issue: Is the management committee validly appointed?

Held: No. Sec. 6. In order to effectively exercise such jurisdiction, the Commission

shall possess the following powers: x x x x d) To create and appoint a management committee, board, or body upon petition or motu propio when there is imminent danger of dissipation, loss, wastage or destruction of assets or other properties or paralization of business operations of such corporations or entities which may be prejudicial to the interest of minority stockholders, parties-litigants or the general public (emphasis supplied). A reading of the aforecited legal provision reveals that for a minority stockholder to obtain the appointment of an interim management committee, he must do more than merely make a prima facie showing of a denial of his right to share in the concerns of the corporation; he must show that the corporate property is in danger of being wasted and destroyed; that the business of the corporation is being diverted from the purpose for which it has been organized; and that there is serious paralization of operations all to his detriment. It is only in a strong case where there is a showing that the majority are clearly violating the chartered rights of the minority and putting their interests in imminent danger that a management committee may be created. In this regard, mere disagreement among stockholders as to the affairs of the corporation would not in itself suffice as a ground for the appointment of a management committee. At least where there is no imminent danger of loss of corporate property or of any other injury to stockholders, management of corporate business should not be wrested away from duly elected officers, who are prima facie entitled to administer the affairs of the corporation, and placed in the hands of the management committee.However, where the dissension among stockholders is such that the corporation cannot successfully carry on its corporate functions the appointment of a management committee becomes imperative.

Tax Case Digest: China Banking Corp. V. CA FACTS: Petitioner China Bank made a 53% equity investment in First CBC Capital (Asia) Ltd., a Hongkong Subsidiary of P 16,227, 851.80. 1906: with the approval of the Bangko Sentral, it wrote of as worthless investment for being insolvent in its 1987 Income Tax Return treated as bad debts o ordinary loss deductible. Issue:: Was there capital loss? Held: es. Petition is DENIED. Equity investment is a capital asset resulting in a capital gain or a capital loss. A capital asset is defined negatively in Section 33(1) of the NIRC. (1) Capital assets. The term 'capital assets' means property held by the taxpayer (whether or not connected with his trade or business), but does not include: stock in trade of the taxpayer; or other property of a kind which would properly be included in the inventory of the taxpayer if on hand at the close of the taxable year

PEOPLE OF THE PETRALBA, appellant.

PHILIPPINES, appellee,

vs. ELVIRA

RAYMOND HOUSCHT, JEFF GONZALES, and RICHARD ALCANTARA

Facts: That on or about the 2nd day of July, 1991, and for sometime prior and subsequent thereto, in the City of Cebu, Philippines, and within the jurisdiction of this Honorable Court, the said accused, conniving and confederating together and mutually helping one another, with deliberate intent, with deceit and misrepresentation, with intent of gain and of defrauding one Dr. Leoni L. Bailey, did then and there induce the latter to invest in foreign exchange trading with Landsdale (sic) Enterprises Ltd. using the facilities of Madura Management Corp., where accused Elvira Petralba claimed to be trader, Raymond Houscht as Sales Manager, Jeff Gonzales as Assistant Sales Manager, and Richard Alcantara as Executive VicePresident, assuring him that Landsdale (sic) Enterprises Ltd. and Madura Management Corp. are duly licensed to engage in foreign exchange trading when in truth and in fact, these companies do not have such license, and as a consequence of such deceit and misrepresentation said Dr. Leoni L. Bailey invested the total amount of $9,000.00, the accused thereby engaging in fraudulent transactions in foreign exchange trading in Violation of Section 29 of Batas Pambansa Blg. 17. Issue: whether appellant should be held criminally liable considering that she was a mere employee of Lansdale and she has neither benefited from the subject transaction nor defrauded private complainant of her money as the same was directly given to her employer.

Held: The prosecution and both lower courts merely depended on the wholesale self-serving declarations of complainant. Complainant failed to specify what appellant said and did so as to support the conclusion that appellant connived with her co-accused in defrauding her. There is nothing in the records to show how appellant offered or induced complainant to buy unregistered securities as required under Section 4 of B.P. Blg. 178 Under Section 19 of B.P. Blg. 178, no broker, dealer or salesman shall engage in business in the Philippines as such broker, dealer or salesman or sell any securities, including securities exempted under this Act, except in

exempt transactions, unless he has been registered as a broker, dealer or salesman. True, there is undisputed evidence that appellant is not a licensed broker at the time of the subject transaction with complainant. However, as already discussed above, there is no evidence whatsoever how exactly appellant misrepresented herself as a broker or dealer thereby inducing complainant into investing her money with Lansdale. The testimony of complainant read in its entirety does not sufficiently establish that appellant herself had uttered any words of assurance or committed a particular act as specified under the aforequoted provision of law. Neither did complainants testimony show her specific participation in the alleged conspiracy to defraud complainant. Dr. Baileys testimony did not prove the guilt of appellant beyond reasonable doubt