Spouses Hiteroza Vs Cruzada

I.
SHORT TITLE: HITEROZA vs CRUZADA

On the Sps. Hiteroza’s right of inspection, Charito
II. FULL TITLE: SPS. AURELIO HITEROZA and claims that a derivative suit is not the proper remedy since the
CYNTHIA HITEROZA, Petitioners, vs. right of inspection is the stockholder’s personal right and his
CHARITO S. CRUZADA, President and cause of action is individual. Further, the derivative suit
Chairman, CHRIST'S ACHIEVERS requirements have not been complied with since there is no
MONTESSORI, INC., and CHRIST'S allegation that the Sps. Hiteroza exhausted all available
ACHIEVERS MONTESSORI, INC., remedies under the school’s Articles of Incorporation and By-
Respondents. Laws.
G.R. No. 203527 BRION, J. VI. STATEMENT OF THE CASE
III. TOPIC: Methods of Liquidation – By Management RTC rendered a decision (the May 14, 2010 RTC
Committee or Rehabilitation Receiver decision) directing Charito to allow the Sps. Hiteroza or their
duly authorized representative to have access to, inspect,
IV. DOCTRINE examine, and secure copies of books of accounts and other
pertinent records of the school. The RTC recognized that the
To appoint a receiver, it must be shown that there is an Sps. Hiteroza, as stockholders, have the right to inspect the
imminent danger of: (1) dissipation, loss, wastage, or school’s books and records and/or be furnished with the
destruction of assets or other properties; and (2) paralysation school’s financial statements under Sections 74 and 75 of the
of its business operations that may be prejudicial to the interest Corporation Code of the Philippines. The RTC, however, held
of the minority stockholders, parties-litigants, or the general that the allegations in the complaint do not amount to a
public. derivative suit since any injury that may result from the
claimed fraudulent acts of Charito will only affect the Sps.
V. STATEMENT OF FACTS Hiteroza and not the school.
Christ’s Achievers Montessori Inc. is a non-stock, RTC issued an Order appointing Atty. Rafael Chris F.
non-profit corporation that operates a school in San Jose del Teston as the school’s receiver in view of the "inability of the
Monte, Bulacan (hereinafter referred to as the school).4 The parties to work out an amicable settlement of their dispute, and
petitioner Sps. Hiteroza and the respondent Charito Cruzada in order to enable the court to ascertain the veracity of the
(Charito) are the incorporators, members and trustees of the claim of the [spouses Hiteroza] that Charito has unjustifiably
School, together with Alberto Cruzada, the husband of failed and refused to comply with the final decision
Charito, and Jaina R. Salangsang (Jaina), the mother of
Cynthia and Charito.5 CA granted Charito’s petition and nullified the
assailed RTC order on the appointment of a receiver.
On February 25, 2010, the Sps. Hiteroza filed a
Complaint for a derivative suit with prayer for the creation of The Sps. Hiteroza argue that the CA ruling is
a management committee, the appointment of a receiver, and a erroneous since it considers the May 14, 2010 RTC decision
claim for damages against Charito, the President and as a final judgment when, in fact, the RTC decision is
Chairman of the school. preliminary as it merely grants a remedy by way of a mode of
discovery.
The Sps. Hiteroza alleged that Charito employed The Sps. Hiteroza also argue that the reports have
schemes and acts resulting in dissipation, loss, or wastage of extensively shown that there was dissipation of the school’s
the school’s assets that, if left unchecked, would likely cause assets and funds and that the school is heavily indebted to the
paralysis of the school operations, amounting to fraud and bank, thus warranting the appointment of a receiver
misrepresentation detrimental and prejudicial to the school’s The Sps. Hiteroza filed the present petition for review
interests. on certiorari to challenge the CA ruling.
Charito filed her belated Answer19 dated April 12, VII. ISSUE
2010, and argued that the complaint is a nuisance and
harassment suit. Charito argued that the "serious situation test" 1. whether or not the May 14, 2010 RTC Decision is a
in the case of Pryce Corporation v. China Banking final judgment;
Corporation on the appointment of a management committee
or a receiver has not been satisfied.
2. whether the CA correctly nullified the assailed RTC Considering these findings, we find that the CA correctly
Order which directed the appointment of a receiver nullified the assailed RTC order appointing a receiver for the
school without satisfying the requirements of Sectionl, Rule 9
VIII. RULING of the Interim Rules.
We partially grant the petition. IX. DISPOSITIVE PORTION
1. Rule 7 of the Interim Rules (Inspection of Corporate WHEREFORE, we hereby PARTIALLY GRANT the
Books and Records) dispenses with the need for a petition for review on certiorari. The decision dated July 9,
pre-trial conference or the submission of a pre-trial 2012 of the Court of Appeals in CA-G.R. SP No. 124096 is
brief before the court may render a judgment. This AFFIRMED insofar as the appointment of Atty. Rafael Chris
Rule, however, applies only to disputes exclusively F. Teston as receiver for the School is nullified. Civil Case No.
involving the rights of stockholders or members to 130-M-2010 is REMANDED to the Regional Trial Court to
inspect the books and records and/or to be enable the conduct of the pre-trial conference and of further
furnished with the financial statements of a proceedings.
corporation.64
The May 14, 2010 RTC decision is not a final judgment since
the case is not ripe for decision. No pre-trial has been
conducted pursuant to the Interim Rules and the parties have
not submitted their pre-trial briefs.
2. Without going into the factual circumstances on the

propriety of the appointment of a receiver, we find
that the CA correctly applied the requisites of Section
1, Rule 9 of the Interim Rules (on the creation of a
management committee) to determine the propriety
of the appointment of a receiver.
A corporation may be placed under receivership, or

management committees may be created to preserve properties
involved in a suit and to protect the rights of the parties under
the control and supervision of the court.
Considering the requirements for the appointment of a

receiver, we find that the CA correctly attributed grave abuse
of discretion on the part of the RTC when the RTC
prematurely appointed a receiver without sufficient evidence
to show that there is an imminent danger of: (1) dissipation,
loss, wastage, or destruction of assets or other properties; and
(2) paralysation of its business operations that may be
prejudicial to the interest of the minority stockholders, parties-
litigants, or the general public. The RTC explicitly stated in its
May 14, 2010 decision that there was yet no evidence to
support the Sps. Hiteroza’s allegations on Charito’s fraud and
misrepresentation to justify the appointment of a receiver.70
Further, the appointment of the school’s receiver was not

based on the presence of the requirements of Section 1, Rule 9
of the Interim Rules, but based on the "inability of the parties
to work out an amicable settlement of their dispute, and in
order to enable the court to ascertain the veracity of the claim
of the [spouses Hiteroza] that Charito has unjustifiably failed
and refused to comply with the final Decision in this case
dated May 14, 2010."71

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I.

SHORT TITLE: HITEROZA vs CRUZADA

G.R. No. 203527 BRION, J. VI. STATEMENT OF THE CASE

We partially grant the petition. IX. DISPOSITIVE PORTION

2. Without going into the factual circumstances on the

A corporation may be placed under receivership, or

Considering the requirements for the appointment of a

Further, the appointment of the school’s receiver was not

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