G.R. No. 254333 - JOSEF-DAX AGUILAR, VS. BANGKO SENTRAL NG PILIPINAS, THE MONETARY BOARD, AND PHILIPPINE DEPOSIT INSURANCE CORPORATION.D E C I S I O N - Supreme Court E-Library

Ruling

Accordingly, the Court of Appeals did not err in denying the petition for mandamus for being the wrong remedy. Petitioner himself admits that he availed of mandamus , despite being uncertain himself if the remedy was correct. [118] For deliberately filing the wrong remedy, his Petition cannot be considered. Second, even if we treat the Petition as a certiorari petition, it will still not be meritorious for not being filed by the proper party within ten days from receipt by the board of directors of the order directing receivership, liquidation, or conservatorship. The law is explicit that only the stockholders of record representing majority of the capital stock may bring the action to set aside a resolution placing a bank under conservatorship. This Court has explained that the purpose is to safeguard the majority stockholder's rights and interests, and to prevent the board of directors or officers to frustrate or defeat the resolution, hence: The purpose of the law in requiring that only the stockholders of record representing the majority of the capital stock may bring the action to set aside a resolution to place a bank under conservatorship is to ensure that it be not frustrated or defeated by the incumbent Board of Directors or officers who may immediately resort to court action to prevent its implementation or enforcement. It is presumed that such a resolution is directed principally against acts of said Directors and officers which place the bank in a state of continuing inability to maintain a condition of liquidity adequate to protect the interest of depositors and creditors. Indirectly, it is likewise intended to protect and safeguard the rights and interests of the stockholders. Common sense and public policy dictate then that the authority to decide on whether to contest the resolution should be lodged with the stockholders owning a majority of the shares for they are expected to be more objective in determining whether the resolution is plainly arbitrary and issued in bad faith. [119] Here, petitioner admits having filed the present Petition before us based on his right as a nominal shareholder, a former president and chief executive officer, who is allegedly deprived of his livelihood and denied due process. Clearly, petitioner is not the "stockholders of record representing the majority of the capital stock" as required by law. In addition, petitioner only filed his Petition assailing the Resolution No. 1704.C dated November 7, 2019 issued by the Monetary Board on February 5, 2020, patently well beyond the 10-day period from receipt of the Resolution. In Central Bank of the Phils. v. Court of Appeals , [120] the Court, in applying the fifth paragraph of Section 29 of the Central Bank Act, held that the order placing Producers Bank of the Philippines under conservatorship had long become final and can no longer be questioned for being filed beyond the prescribed 10-day period, thus: In the instant case, PBP was placed under conserv