Motion to Dismiss - Stockholders and Intra-Corporate Suit Flashcards
Remedial Law 2018 II
Dendenees Inc. and David, both stockholders owning collectively 25% of Darwinkle Inc., filed an action before the RTC of Makati to compel its Board of Directors (BOD) to hold the annual stockholders’ meeting (ASM) on June 21, 2017, as required by Darwinkle Inc. ‘s By-Laws, with prayer for preliminary mandatory injunction to use as record date April 30, 2017. The complaint alleged, among others, that the refusal to call the ASM on June 21, 2017 was rooted in the plan of the BOD to allow Databank Inc. (which would have owned 50% of Darwinkle Inc. after July 15, 2017) to participate in the ASM to effectively dilute the complainants’ shareholdings and ease them out of the BOD. Dendenees Inc. and David paid the amount of PhP 7 ,565 as filing fees based on the assessment of the Clerk of Court. The BOD filed a motion to dismiss on the ground of lack of jurisdiction. They averred that the filing fees should have been based on the actual value of the shares of Dendenees Inc. and David, which were collectively worth PhP 450 million.
If you were the Judge, will you grant the motion to dismiss?
No. While the payment of the prescribed docket fee is a jurisdictional requirement, even its non-payment at the time of filing does not automatically cause the dismissal of the case. The court may allow payment of the fee within a reasonable time, but in no case beyond the applicable prescriptive or reglementary period. Here, Dendenees, Inc. and David merely relied on the assessment made by the clerk of court. If incorrect, the clerk of court has the responsibility of reassessing ho much they must pay within the prescriptive period.
Proton Pilipinas vs. Banque Nationale de Paris, GR 151242, June 15, 2005
Remedial Law 2018 II
Dendenees Inc. and David, both stockholders owning collectively 25% of Darwinkle Inc., filed an action before the RTC of Makati to compel its Board of Directors (BOD) to hold the annual stockholders’ meeting (ASM) on June 21, 2017, as required by Darwinkle Inc. ‘s By-Laws, with prayer for preliminary mandatory injunction to use as record date April 30, 2017. The complaint alleged, among others, that the refusal to call the ASM on June 21, 2017 was rooted in the plan of the BOD to allow Databank Inc. (which would have owned 50% of Darwinkle Inc. after July 15, 2017) to participate in the ASM to effectively dilute the complainants’ shareholdings and ease them out of the BOD. Dendenees Inc. and David paid the amount of PhP 7 ,565 as filing fees based on the assessment of the Clerk of Court. The BOD filed a motion to dismiss on the ground of lack of jurisdiction. They averred that the filing fees should have been based on the actual value of the shares of Dendenees Inc. and David, which were collectively worth PhP 450 million.
If you were the Judge, will you grant the motion to dismiss?
Alternative Answer
No. Since the case is an intra-corporate suit, BOD’s motion to dismiss on the ground of deficient filing fees must be denied for being a prohibited pleading. Under Rule 1, Section 8 of the Interim Rules on Intra-Corporate Controversies (AM No. 01-2-04-SC), a motion to dismiss is a prohibited pleading.
