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TITLE: Manuel Luis Gonzales and Francis Gonzales, petitioner, vs. GJH Land, Inc.

, Chang Hwan
Jang a.k.a Steve Jang, Sang Rak Kim, Mariechu Yap, and Atty. Roberto Mallari, respondents.

G.R. No. 202664

YEAR: 2015
TOPIC: Corporation Law
DOCTRINE : Applying the relationship test and the nature of the controversy test, the suit between the
parties is clearly rooted in the existence of an intra-corporate relationship and pertains to the
enforcement of their correlative rights and obligations under the Corporation Code and the internal and
intra-corporate regulatory rules of the corporation, hence, intra-corporate, which should be heard by
the designated Special Commercial Court as provided under A.M. No. 03-03-03-SC dated June 17, 2003
in relation to Item 5.2, Section 5 of Republic Act (RA) No. 8799.

Facts:
On August 4, 2011, petitioners Manuel Gonzales and Francis Gonzales filed a Complaint for
"Injunction with prayer for Issuance of Status Quo Order, Three (3) and Twenty (20)-Day Temporary
Restraining Orders, and Writ of Preliminary Injunction with Damages" against respondents GJH
Land, Inc., Chang Hwan Jang, Sang Rak Kim, Mariechu N. Yap, and Atty. Roberto P. Mallari II, the
respondents in this case before the RTC of Muntinlupa City seeking to enjoin the sale of S.J. Land,
Inc.'s shares which they purportedly bought from S.J. Global, Inc. on February 1, 2010. Essentially,
petitioners alleged that the subscriptions for the said shares were already paid by them in full in the
books of S.J. Land, Inc.,but were nonetheless offered for sale on July 29, 2011 to the corporation's
stockholders,hence, their plea for injunction.The case was docketed and raffled to Branch 276, which
is not a Special Commercial Court. On August 9, 2011, said branch issued a temporary restraining
order, and later, in an Order dated August 24, 2011, granted the application for a writ of preliminary
injunction.After filing their respective answers to the complaint, respondents filed a motion to
dismiss on the ground of lack of jurisdiction over the subject matter, pointing out that the case
involves an intra-corporate dispute and should, thus, be heard by the designated Special Commercial
Court of Muntinlupa City.

Issue: Whether or not Branch 276 of the RTC Muntinlupa City erred in dismissing the case for lack
of jurisdiction over the subject matter.

Held: No.

Ratio:
The Court finds Branch 276 to have correctly categorized Civil Case No. 11-077 as a
commercial case, more particularly, an intra-corporate dispute, considering that it relates to
petitioners’ averred rights over the shares of stock offered for sale to other stockholders, having paid
the same in full. Applying the relationship test and the nature of the controversy test, the suit between
the parties is clearly rooted in the existence of an intra-corporate relationship and pertains to the
enforcement of their correlative rights and obligations under the Corporation Code and the internal
and intra-corporate regulatory rules of the corporation, hence, intra-corporate, which should be
heard by the designated Special Commercial Court as provided under A.M. No. 03-03-03-SC dated
June 17, 2003 in relation to Item 5.2, Section 5 of RA 8799.