G.R. No. 172843. September 24, 2014 (Case Brief / Digest)

**Title: Villamor Jr. vs. Umale: A Case of Corporate Control and Receivership**


This case involves complex intra-corporate disputes culminating in the Pasig Printing Corporation (PPC) being placed under receivership by the Court of Appeals, which reversed the decision of the Regional Trial Court (RTC) that denied the appointment of a receiver or management committee. The root of the dispute lies in a series of agreements and resolutions involving PPC, its Board of Directors, and third parties concerning leasing rights and financial transactions that were allegedly detrimental to PPC’s interests.

The procedural journey began on March 1, 2004, when PPC obtained an option to lease property from Mid-Pasig Development Corporation. On November 11, PPC’s board waived its lease option rights in favor of Atty. Alfredo Villamor Jr.’s law firm without consideration. Subsequently, Villamor’s firm entered a lease agreement with MC Home Depot, which included significant rental payments and goodwill money, the proceeds of which were not turned over to PPC.

Hernando Balmores, a stockholder and director of PPC, raised concerns about these transactions to PPC’s directors but received no satisfactory response. As a result, Balmores filed an intra-corporate controversy complaint with the RTC, alleging fraud and mismanagement detrimental to PPC and its stakeholders, seeking the appointment of a receiver or management committee to safeguard PPC’s assets.

The RTC denied Balmores’ application for a receiver or management committee, finding insufficient evidence of asset dissipation and highlighting procedural issues, such as PPC not being impleaded as an indispensable party. Dissatisfied, Balmores sought certiorari with the Court of Appeals, which reversed the RTC’s decision, placing PPC under receivership and establishing a management committee to oversee its operations.


1. Whether the Court of Appeals erred in classifying Balmores’ action as a derivative suit.
2. Whether the Court of Appeals properly placed PPC under receivership and appointed a management committee.
3. Whether PPC should have been impleaded as an indispensable party in the RTC proceeding.
4. Whether there were sufficient grounds for the appointment of a receiver or management committee.

**Court’s Decision:**

The Supreme Court decided in favor of Villamor Jr. and the PPC directors, granting their petitions. The Court held the following:

1. Balmores’ action was improperly classified as a derivative suit by the Court of Appeals since he failed to exhaust remedies within the corporation, did not allege lack of appraisal rights, and did not implead PPC as a party. His action was deemed an individual suit aiming to protect his interests rather than those of the corporation.

2. The approval of the receivership and appointment of a management committee by the Court of Appeals was held to be incorrect. The appointment of such entities requires showing imminent danger of business paralysis and asset dissipation, which Balmores failed to establish.

3. The Supreme Court concurred with the necessity of impleading PPC as an indispensable party for a final determination on the controversy.

4. There were not enough grounds to justify the appointment of a receiver or management committee, given that PPC’s substantial rental income from other sources indicated no imminent threat of business paralysis.


This case reaffirms the principles governing derivative lawsuits, emphasizing the prerequisites that must be satisfied for such an action to proceed, including the necessity for the suing stockholder to act on behalf of the corporation and for the corporation to be impleaded as an indispensable party. It also iterates the stringent requirements for the appointment of a receiver or management committee in intra-corporate disputes, particularly the need to demonstrate imminent danger to the corporation’s assets or operations.

**Class Notes:**

– **Derivative Suit Requirements:** Must be filed on behalf of the corporation; the suing stockholder must exhaust intra-corporate remedies, demonstrate lack of appraisal rights, and the corporation must be an indispensable party.
– **Appointment of Receiver/Management Committee:** Requires proof of imminent asset dissipation and danger of business paralysis prejudicial to stakeholders or the public.
– **Indispensable Party Principle:** In intra-corporate disputes, the corporation itself must be impleaded to ensure any judicial determination binds it.

**Historical Background:**

The Villamor Jr. vs. Umale case underscores the complexities of intra-corporate disputes within Philippine jurisprudence, particularly in situations involving allegations of fraud and asset mismanagement by corporate directors. It highlights the evolving legal framework governing corporate governance, derivative suits, and the judiciary’s role in safeguarding corporate assets for the benefit of shareholders and the public. The decision reinforces the procedural and substantive safeguards designed to prevent the misuse of corporate structures and assets, thus contributing to the broader discourse on corporate accountability and governance in the Philippines.


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