FIRST DIVISION
G.R. No. 224834, March 15, 2017
JONATHAN Y. DEE, Petitioner, v. 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 INTERNATIONAL, INC., Respondents.
G.R. NO. 224871
HARVEST ALL INVESTMENT LIMITED, VICTORY FUND LIMITED, BONDEAST PRIVATE LIMITED, ALBERT HONG HIN KAY, AS MINORITY SHAREHOLDERS OF ALLIANCE SELECT FOODS INTERNATIONAL, INC., AND HEDY S.C. YAP-CHUA, AS A DIRECTOR AND SHAREHOLDER OF ALLIANCE SELECT FOODS INTERNATIONAL, INC., Petitioners, v. ALLIANCE SELECT FOODS INTERNATIONAL, INC., 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, Respondents.
D E C I S I O N
PERLAS-BERNABE, J.:
Assailed in these consolidated petitions1 for review on certiorari are the Decision2 dated February 15, 2016 and the Resolution3 dated May 25, 2016 of the Court of Appeals (CA) in CA-G.R. SP No. 142213, which reversed the Resolution4 dated August 24, 2015 of the Regional Trial Court of Pasig City, Branch 159 (RTC) in COMM'L. CASE NO. 15-234 and, accordingly, reinstated the case and remanded the same to the court a quo for further proceedings after payment of the proper legal fees.
The new Section 21 (k) of Rule 141 of the Rules of Court, as amended by A.M. No. 04-2-04-SC (July 20, 2004), expressly provides that "[f]or petitions for insolvency or other cases involving intra-corporate controversies, the fees prescribed under Section 7 (a) shall apply." Notatu dignum is that paragraph (b) 1 & 3 of Section 7 thereof was omitted from the reference. Said paragraph refers to docket fees for filing "[a]ctions where the value of the subject matter cannot be estimated" and "all other actions not involving property."Accordingly, the passages in Lu that "an intra-corporate controversy always involves a property in litigation" and that "there can be no case of intra-corporate controversy where the value of the subject matter cannot be estimated" are clearly non-determinative of the antecedents involved in that case and, hence, cannot be controlling jurisprudence to bind our courts when it adjudicates similar cases upon the principle of stare decisis. As it is evident, these passages in Lu only constitute an opinion delivered by the Court as a "by the way" in relation to a hypothetical scenario (i.e., if the complaint was filed during the effectivity of A.M. No. 04-2-04-SC, which it was not) different from the actual case before it.
By referring the computation of such docket fees to paragraph (a) only, it denotes that an intra-corporate controversy always involves a property in litigation, the value of which is always the basis for computing the applicable filing fees. The latest amendments seem to imply that there can be no case of intra-corporate controversy where the value of the subject matter cannot be estimated. Even one for a mere inspection of corporate books.
If the complaint were filed today, one could safely find refuge in the express phraseology of Section 21 (k) of Rule 141 that paragraph (a) alone applies.
In the present case, however, the original Complaint was filed on August 14, 2000 during which time Section 7, without qualification, was the applicable provision. Even the Amended Complaint was filed on March 31, 2003 during which time the applicable rule expressed that paragraphs (a) and (b) 1 & 3 shall be the basis for computing the filing fees in intra-corporate cases, recognizing that there could be an intra-corporate controversy where the value of the subject matter cannot be estimated, such as an action for inspection of corporate books. The immediate illustration shows that no mistake can even be attributed to the RTC clerk of court in the assessment of the docket fees. 32 (Emphases and underscoring supplied)
[An obiter dictum] "x x x is a remark made, or opinion expressed, by a judge, in his decision upon a cause by the way, that is, incidentally or collaterally, and not directly upon the question before him, or upon a point not necessarily involved in the determination of the cause, or introduced by way of illustration, or analogy or argument. It does not embody the resolution or determination of the court, and is made without argument, or full consideration of the point. It lacks the force of an adjudication, being a mere expression of an opinion with no binding force for purposes of res judicata."34 (Emphasis and underscoring supplied)
In determining whether an action is one the subject matter of which is not capable of pecuniary estimation this Court has adopted the criterion of first ascertaining the nature of the principal action or remedy sought. If it is primarily for the recovery of a sum of money, the claim is considered capable of pecuniary estimation, and whether jurisdiction is in the municipal courts or in the [C]ourts of [F]irst [I]nstance would depend on the amount of the claim. However, where the basic issue is something other than the right to recover a sum of money, where the money claim is purely incidental to, or a consequence of, the principal relief sought, this Court has considered such actions as cases where the subject of the litigation may not be estimated in terms of money, and are cognizable exclusively by [C]ourts of [F]irst [I]nstance (now Regional Trial Courts). 36 (Emphases and underscoring supplied)This case is a precise illustration as to how an intra-corporate controversy may be classified as an action whose subject matter is incapable of pecuniary estimation. A cursory perusal of Harvest All, et al.'s Complaint and Amended Complaint reveals that its main purpose is to have Alliance hold its 2015 ASM on the date set in the corporation's by laws, or at the time when Alliance's SRO has yet to fully materialize, so that their voting interest with the corporation would somehow be preserved. Thus, Harvest All, et al. sought for the nullity of the Alliance Board Resolution passed on May 29, 2015 which indefinitely postponed the corporation's 2015 ASM pending completion of subscription to the SR0.37 Certainly, Harvest All, et al.'s prayer for nullity, as well as the concomitant relief of holding the 2015 ASM as scheduled in the by-laws, do not involve the recovery of sum of money. The mere mention of Alliance's impending SRO valued at P1 Billion cannot transform the nature of Harvest All, et al.'s action to one capable of pecuniary estimation, considering that: (a) Harvest All, et al. do not claim ownership of, or much less entitlement to, the shares subject of the SRO; and (b) such mention was merely narrative or descriptive in order to emphasize the severe dilution that their voting interest as minority shareholders would suffer if the 2015 ASM were to be held after the SRO was completed. If, in the end, a sum of money or anything capable of pecuniary estimation would be recovered by virtue of Harvest All, et al.'s complaint, then it would simply be the consequence of their principal action. Clearly therefore, Harvest All, et al.'s action was one incapable of pecuniary estimation.
x x x
Whereas, Rule 141 of the Revised Rules of Court, as amended by A.M. No. 04-2-04-SC effective 16 August 2004, incorporated the equitable schedule of legal fees prescribed for petitions for rehabilitation under Section 21 (i) thereof and, furthermore, provided under Section 21(k) thereof that the fees prescribed under Section 7(a) of the said rule shall apply to petitions for insolvency or other cases involving intra-corporate controversies;
x x x
NOW, THEREFORE, the Court resolves to ADOPT a new schedule of filing fees as follows:
x x x
4.Section 21 (k) of Rule 141 of the Revised Rules of Court is hereby DELETED as the fees covering petitions for insolvency are already provided for in this Resolution. As for cases involving intra corporate controversies, the applicable fees shall be those provided under Section 7 (a), 7 (b) (1), or 7 (b) (3) of Rule 141 of the Revised Rules of Court depending on the nature of the action.
x x x
This Resolution shall take effect fifteen (15) days following its publication in the Official Gazette or in two (2) newspapers of national circulation. The Office of the Court Administrator (OCA) is directed to circularize the same upon its effectivity. (Emphases and underscoring supplied)
The general rule that statutes are prospective and not retroactive does not ordinarily apply to procedural laws. It has been held that "a retroactive law, in a legal sense, is one which takes away or impairs vested rights acquired under laws, or creates a new obligation and imposes a new duty, or attaches a new disability, in respect of transactions or considerations already past. Hence, remedial statutes or statutes relating to remedies or modes of procedure, which do not create new or take away vested rights, but only operate in furtherance of the remedy or confirmation of rights already existing, do not come within the legal conception of a retroactive law, or the general rule against the retroactive operation of statutes." The general rule against giving statutes retroactive operation whose effect is to impair the obligations of contract or to disturb vested rights does not prevent the application of statutes to proceedings pending at the time of their enactment where they neither create new nor take away vested rights. A new statute which deals with procedure only is presumptively applicable to all actions - those which have accrued or are pending.In view of the foregoing, and having classified Harvest All, et al.'s action as one incapable of pecuniary estimation, the Court finds that Harvest All, et al. should be made to pay the appropriate docket fees in accordance with the applicable fees provided under Section 7 (b) (3) of Rule 141 [fees for all other actions not involving property] of the Revised Rules of Court, in conformity with A.M. No. 04-02-04-SC dated October 5, 2016. The matter is therefore remanded to the RTC in order:
Statutes regulating the procedure of the courts will be construed as applicable to actions pending and undetermined at the time of their passage. Procedural laws are retroactive in that sense and to that extent. The fact that procedural statutes may somehow affect the litigants' rights may not preclude their retroactive application to pending actions. The retroactive application of procedural laws is not violative of any right of a person who may feel that he is adversely affected. Nor is the retroactive application of procedural statutes constitutionally objectionable. The reason is that as a general rule no vested right may attach to, nor arise from, procedural laws. It has been held that "a person has no vested right in any particular remedy, and a litigant cannot insist on the application to the trial of his case, whether civil or criminal, of any other than the existing rules of procedure." 40 (Emphases and underscoring supplied)
(a) to first determine if Harvest, et al.'s payment of filing fees in the amount of P8,860.00, as initially assessed by the Clerk of Court, constitutes sufficient compliance with A.M. No. 04-02-04- SC;
(b) if Harvest All, et al.'s payment of P8,860.00 is insufficient, to require Harvest, et al.'s payment of any discrepancy within a period of fifteen (15) days from notice, and after such payment, proceed with the regular proceedings of the case with dispatch; or
(c) if Harvest All, et al.'s payment of P8,860.00 is already sufficient, proceed with the regular proceedings of the case with dispatch.
Endnotes:
* Designated Additional Member per Raffle dated February 22, 2017.
1Rollo (G.R. No. 224834), Vol. I, pp. 45-108; rollo (G.R. No. 224871), Vol. I, pp. 14-44.
2Rollo (G.R. No. 224834), Vol. I, pp. 12-22. Penned by Associate Justice Mario V. Lopez with Associate Justices Rosmari D. Carandang and Myra V. Garcia-Fernandez concurring.
3 Id. at 24-28.
4 Id. at 311-318. Penned by Presiding Judge Elma M. Rafallo-Lingan.
5 See rollo (G.R. No. 224871), Vol. I, pp. 14 and 19.
6 See id. at 121.
7 See id. at 19-20. See also rollo (G.R. No. 224834), Vol. I, p. 13.
8 Dated July 31, 2015. Rollo (G.R. No. 224871), Vol. I, pp. 544-577.
9 See id. at 558-568.
10 See id. at 575.
11 See rollo (G.R. No. 224834), Vol. I, p. 14.
12 See Amended Complaint; rollo (G.R. No. 224871), Vol. I, pp. 107-144.
13 See id. at 137-138.
14 See rollo (G.R. No. 224834), Vol. I, pp. 13-14.
15 Id. at 311-318.
16 See id. at 311-317.
17 Entitled "RE: PROPOSED REVISION OF RULE 141, REVISED RULES OF COURT, LEGAL FEES" (August 16, 2004).
18 658 Phil.156 (2011).
19 See rollo (G.R. No. 224834), Vol. I, pp. 312-316.
20 See Petition for Review (with Prayer for the Issuance of a Temporary Restraining Order and/or Preliminary Injunction) dated September 8, 2015; id. at 331-377.
21 Id. at 12-22.
22 See id. at 21.
23 See id. at 15-18.
24 See id. at 19-21.
25 See id. at 24.
26 Id. at 24-28.
27 Section 21 (k), Rule 141 of the Rules of Court reads:Section 21. Other fees. -The following fees shall also be collected by the clerks of the Regional Trial Courts or courts of the first level, as the case may be:28Lu v. Lu Ym, Sr., supra note 18, at 190.
x x x
(k) For petitions for insolvency or other cases involving intra-corporate controversies, the fees prescribed under Section 7 (a) shall apply.
29 See rollo (G.R. No. 224871), Vol. I, pp. 39-40
30 See Lu v. Lu Ym, Sr., supra note 18, at 179-184.
31 Id. at 190.
32 Id. at 190-191.
33 See G.R. Nos. 213863 and 214021, January 27, 2016.
34 See id.; citations omitted.
35 716 Phil. 574 (2013).
36 Id. at 586-587, citing De Ungria v. CA, 669 Phil. 585, 597 (2011).
37 See rollo (G.R. No. 224871), Vol. I, pp. 138 and 575.
38 Entitled "THE LEGAL FEES TO BE COLLECTED IN CASES OF LIQUIDATION OF SOLVENT JURIDICAL DEBTORS, LIQUIDATION OF INSOLVENT JURIDICAL AND INDIVIDUAL DEBTORS, CONVERSION FROM REHABILITATION TO LIQUIDATION PROCEEDINGS, SUSPENSION OF PAYMENTS OF INSOLVENT INDIVIDUAL DEBTORS AND PETITIONS IN AN OUT OF COURT RESTRUCTURING AGREEMENT PROVIDED UNDER A.M. Nos. 12-12-11-SC AND 15-04-06-SC."
39 424 Phil. 556 (2002).
40 Id. at 569; citation omitted.