Pilipinas Bank vs. Court of Appeals, et al. G.R. No 117079, February 22, 2000

FACTS: Petitioner Pilipinas Bank filed a complaint for sum of money against private respondent Ricardo Silverio Sr to secure the payment of two loans he obtained from petitioner. As special and affirmative defense, Silverio theorized that the SEC and not the regular courts has jurisdiction over the suit which involves an intracorporate controversy between a corporation and a stockholder.

In an an Answer for Silverio’s Request for Admission, petitioner admitted that Silverio was a stockholder of petitioner who instituted a case for specific performance, breach of contract, annulment of sale, injunction and/or prohibition and damages before the SEC to compel respondents to comply with the Agreement which allows Silverio and his group to repurchase his preferred stock in Pilipinas Bank now held by PNB. Petitioner likewise admitted Silverio’s capital infusion of P25,000,000.00 credited to paid-in surplus in its books, but the same was written off against losses of the petitioner.

On the basis of such admissions, Silverio presented a Motion to Dismiss for lack of jurisdiction.


ISSUE: Whether the controversy is intracorporate arising from intracorporate relations as to fall within the jurisdiction of SEC?


HELD: Yes. There is no question that the present case instituted by petitioner to collect loans amounting about Four Million Pesos obtained by Silverio, who seeks to recover his Twenty Five Million Peso deposit in paid-in surplus which was written off by petitioner, is an intracorporate controversy arising from intracorporate relations. It bears reiterating that the better policy in determining which body has jurisdiction over a case is to consider not only the status or relationship of the parties but also of the nature of the question that is the subject of the controversy. Here, it is clear that the case involves intracorporate matter. The Answer of petitioner to the “ Request for Admission” unequivocally admitted the existence of other cases between the parties before the SEC , concerning the write off by petitioner of the equity interests of respondent Silverio Sr. who is seeking to regain control of Pilipinas Bank. All things viewed in proper perspective, this Court is of the conclusion that jurisdiction over the case is with the SEC, which has the expertise and technical know-how to pass upon the same.

Note: Under R.A. 8799, otherwise known as the “Securities Regulation Code”, which was approved July 19, 2000, The Commission’s jurisdiction over all cases enumerated under Sec. 5 of P.D. 902-A is hereby transferred to the courts of general jurisdiction or the appropriate RTC: Provided, that the Supreme Court in the exercise of its authority may designate the RTC branches that shall exercise jurisdiction over these cases. The Commission shall retain jurisdiction over pending cases involving intra corporate disputes submitted for final resolution which should be resolved within one year from the enactment of this code. The Commission shall retain jurisdiction over pending suspension of payments/ rehabilitation cases filed as of June 30, 2000 until finally disposed.