Lessons Applicable: Rationale for "Centralized Management" Doctrine
FACTS:
- Sept 4 1992: Eliodoro C. Cruz, Filport’s president from 1968-1991, wrote a letter to the corporation’s BOD questioning the creation and election of the following positions with a monthly remuneration of P13,050.00 each. Cruz requested the board to take necessary action/actions to recover from those elected to the aforementioned positions the salaries they have received.
- Jun 4 1993: Cruz, purportedly in representation of Filport and its stockholders, among which is herein co-petitioner Mindanao Terminal and Brokerage Services, Inc. (Minterbro), filed with the SEC a derivative suit against Filport's BOD for acts of mismanagement detrimental to the interest of the corporation and its shareholders at large.
- Cruz prayed that the BOD be made to pay Filport, jointly and severally, the sums of money variedly representing the damages incurred as a result of the creation of the offices/positions complained of and the aggregate amount of the questioned increased salaries.
- RTC: BOD have the power to create positions not in the by-laws and can increase salaries. But Edgar C. Trinidad under the third and fourth causes of action to restore to the corporation the total amount of salaries he received as assistant vice president for corporate planning; and likewise ordering Fortunato V. de Castro and Arsenio Lopez Chua under the fourth cause of action to restore to the corporation the salaries they each received as special assistants respectively to the president and board chairman. In case of insolvency of any or all of them, the members of the board who created their positions are subsidiarily liable.
- Appealed: creation of the positions merely for accommodation purposes - GRANTED
ISSUES:
- W/N there was mismanagement - NO
- W/N there is a proper derivative suit - YES
HELD: CA Affirmed
- NO
- Section 35 of the Corporation Code, the creation of an executive committee (as powerful as the BOD) must be provided for in the bylaws of the corporation
- Notwithstanding the silence of Filport’s bylaws on the matter, we cannot rule that the creation of the executive committee by the board of directors is illegal or unlawful. One reason is the absence of a showing as to the true nature and functions of executive committee
- But even assuming there was mismanagement resulting to corporate damages and/or business losses, respondents may not be held liable in the absence of a showing of bad faith in doing the acts complained of. ("dishonest purpose","some moral obliquity","conscious doing of a wrong", "partakes of the nature of fraud")
- determination of the necessity for additional offices and/or positions in a corporation is a management prerogative which courts are not wont to review in the absence of any proof that such prerogative was exercised in bad faith or with malice
2. YES
- Besides, the requisites before a derivative suit can be filed by a stockholder: - presenta) the party bringing suit should be a shareholder as of the time of the act or transaction complained of, the number of his shares not being material; -b) he has tried to exhaust intra-corporate remedies, i.e., has made a demand on the board of directors for the appropriate relief but the latter has failed or refused to heed his plea; andc) the cause of action actually devolves on the corporation, the wrongdoing or harm having been, or being caused to the corporation and not to the particular stockholder bringing the suit. - wrong against the stockholders of the corporation generally