G.R. No. 170770 - VITALIANO N. AGUIRRE II AND FIDEL N. AGUIRRE, VS. FQB+7, INC., NATHANIEL D. BOCOBO, PRISCILA BOCOBO AND ANTONIO DE VILLA.D E C I S I O N - Supreme Court E-Library

Ruling

WHEREFORE , the assailed October 15, 2004 Order, as well as the October 27, 2004 Writ of Preliminary Injunction, are SET ASIDE. With FQB+7, Inc.s dissolution on September 29, 2003 and Case No. 04111077s ceasing to become an intra-corporate dispute, said case is hereby ordered DISMISSED for want of jurisdiction. SO ORDERED . [2] Likewise assailed in this Petition is the appellate courts December 16, 2005 Resolution, [3] which denied a reconsideration of the assailed Decision. Factual Antecedents On October 5, 2004, Vitaliano filed, in his individual capacity and on behalf of FQB+7, Inc. (FQB+7), a Complaint [4] for intra-corporate dispute, injunction, inspection of corporate books and records, and damages, against respondents Nathaniel D. Bocobo (Nathaniel), Priscila D. Bocobo (Priscila), and Antonio De Villa (Antonio). The Complaint alleged that FQB+7 was established in 1985 with the following directors and subscribers, as reflected in its Articles of Incorporation: Directors Subscribers 1. Francisco Q. Bocobo 1. Francisco Q. Bocobo 2. Fidel N. Aguirre 2. Fidel N. Aguirre 3. Alfredo Torres 3. Alfredo Torres 4. Victoriano Santos 4. Victoriano Santos 5. Victorino Santos [5] 5. Victorino Santos 6. Vitaliano N. Aguirre II 7. Alberto Galang 8. Rolando B. Bechayda [6] To Vitalianos knowledge, except for the death of Francisco Q. Bocobo and Alfredo Torres, there has been no other change in the above listings. The Complaint further alleged that, sometime in April 2004, Vitaliano discovered a General Information Sheet (GIS) of FQB+7, dated September 6, 2002, in the Securities and Exchange Commission (SEC) records. This GIS was filed by Francisco Q. Bocobos heirs, Nathaniel and Priscila, as FQB+7s president and secretary/treasurer, respectively. It also stated FQB+7s directors and subscribers, as follows: Directors Subscribers 1. Nathaniel D. Bocobo 1. Nathaniel D. Bocobo 2. Priscila D. Bocobo 2. Priscila D. Bocobo 3. Fidel N. Aguirre 3. Fidel N. Aguirre 4. Victoriano Santos 4. Victorino [7] Santos 5. Victorino Santos 5. Victorino Santos 6. Consolacion Santos [8] 6. Consolacion Santos [9] Further, the GIS reported that FQB+7s stockholders held their annual meeting on September 3, 2002. [10] The substantive changes found in the GIS, respecting the composition of directors and subscribers of FQB+7, prompted Vitaliano to write to the real Board of Directors (the directors reflected in the Articles of Incorporation), represented by Fidel N. Aguirre (Fidel). In this letter [11] dated April 29, 2004, Vitaliano questioned the validity and truthfulness of the alleged stockholders meeting held on September 3, 2002. He asked the real Board to rectify what he perceived as erroneous entries in the GIS, and to allow him to inspect the corporate books and records. The real Board allegedly ignored Vitalianos request. On September 27, 2004, Nathaniel, in the exercise of his power as FQB+7s president, appointed Antonio as the corporations attorney-in-fact,