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JurisprudenceG.R. No. 224834 -

G.R. No. 224834 - JONATHAN Y. DEE, VS. HARVEST ALL INVESTMENT LIMITED, VICTORY FUND LIMITED, BONDEAST PRIVATE LIMITED, AND ALBERT HONG HIN KAY, AS MINORITY SHAREHOLDERS OF ALLIANCE SELECT FOODS INTERNATIONAL, INC., AND HEDY S.C. YAP-CHUA, AS DIRECTOR AND SHAREHOLDER OF ALLIANCE SELECT FOODS INTERNAT

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accordingly, reinstated the case and remanded the same to the court a quo for further proceedings after payment of the proper legal fees. The Facts Harvest All Investment Limited, Victory Fund Limited, Bondeast Private Limited, Albert Hong Hin Kay, and Hedy S.C. Yap Chua (Harvest All, et al .) are, in their own capacities, minority stockholders of Alliance Select Foods International, Inc. (Alliance), with Hedy S.C. Yap Chua acting as a member of Alliance's Board of Directors. [5] As per Alliance's by-laws, its Annual Stockholders' Meeting (ASM) is held every June 15. [6] However, in a Special Board of Directors Meeting held at three (3) o'clock in the afternoon of May 29, 2015, the Board of Directors, over Hedy S.C. Yap Chua's objections, passed a Board Resolution indefinitely postponing Alliance's 2015 ASM pending complete subscription to its Stock Rights Offering (SRO) consisting of shares with total value of Pl Billion which was earlier approved in a Board Resolution passed on February 17, 2015. As per Alliance's Disclosure dated May 29, 2015 filed before the Philippine Stock Exchange, such postponement was made "to give the stockholders of [Alliance] better representation in the annual meeting, after taking into consideration their subscription to the [SRO] of [Alliance]." [7] This prompted Harvest All, et al. to file the instant Complaint (with Application for the Issuance of a Writ of Preliminary Mandatory Injunction and Temporary Restraining Order/Writ of Preliminary Injunction) [8] involving an intra­-corporate controversy against Alliance, and its other Board members, namely, George E. Sycip, Jonathan Y. Dee, Raymund K.H. See, Mary Grace T. Vera- Cruz, Antonio C. Pacis, Erwin M. Elechicon, and Barbara Anne C. Migallos (Alliance Board). In said complaint, Harvest All, et al . principally claimed that the subscription to the new shares through the SRO cannot be made a condition precedent to the exercise by the current stockholders of their right to vote in the 2015 ASM; otherwise, they will be deprived of their full voting rights proportionate to their existing shareholdings. [9] Thus, Harvest All, et al. , prayed for, inter alia, the declaration of nullity of the Board Resolution dated May 29, 2015 indefinitely postponing the 2015 ASM, as well as the Board Resolution dated February 17, 2015 approving the SR0. [10] The Clerk of Court of the RTC assessed Harvest All, et al. with filing fees amounting to P8,860.00 which they paid accordingly. [11] Later on, Harvest All, et al . filed an Amended Complaint: [12] (a) deleting its prayer to declare null and void the Board Resolution dated February 17, 2015 approving the SRO; and (b) instead, prayed that the Alliance Board be enjoined from implementing and carrying out the SRO prior to and as a condition for the holding of the 2015 ASM. [13] For its part, the Alliance Board raised the issue of lack of jurisdiction on the ground of Harvest All, et al. ' s failure to pay the correct filing fees. It