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PHILIPPINE
COMMUNICATIONS
SATELLITE
CORPORATION
and
PHILCOMSAT
HOLDINGS
CORPORATION, petitioners, vs. SANDIGANBAYAN, 5th
DIVISION and PRESIDENTIAL COMMISSION ON
GOOD GOVERNMENT, respondents.
Mercantile Law; Corporations; Intracorporate Controversies;
To determine if a case involves an intracorporate controversy, the
courts have applied two (2) tests: the relationship test and the
nature of the controversy test.To determine if a case involves an
intracorporate controversy, the courts have applied two tests: the
relationship test and the nature of the controversy test. Under the
relationship test, the existence of any of the following
relationships makes the conflict intracorporate: (1) between the
corporation, partnership or association and the public; (2)
between the corporation, partnership or association and the State
insofar as its franchise, permit or license to operate is concerned;
(3) between the corporation, partnership or association and its
stockholders, partners, members or officers; and (4) among the
stockholders, partners or associates themselves. On the other
hand, the nature of the controversy test dictates that the
controversy must not only be rooted in the existence of an intra
corporate relationship, but must as well pertain to the
enforcement of the parties correlative rights and obligations
under the Corporation Code and the internal and intracorporate
regulatory rules of the corporation. A combined application of the
relationship test and the nature of the controversy test has become
the norm in determining whether a case is an intracorporate
controversy, to be heard and decided by the [b]ranches of the
RTC specifically designated by the Court to try and decide such
cases.
Same; Same; Same; Regional Trial Courts; Section 5 of
Presidential Decree (PD) No. 902A conferred original and
exclusive jurisdiction over intracorporate disputes on the
Securities and Exchange Commission (SEC). However, Section 5.2
of Republic Act (RA) No. 8799, transferred the jurisdiction over
such cases to courts of general
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* SECOND DIVISION.
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The Case
The Facts
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The Issue
Petitioners Arguments
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The
Complaint
involves
an
Intracorporate
Controversy
Intracorporate controversy
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Relationship test
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corporation,
partnership
or
association
and
its
stockholders, partners, members or officers.
Petitioners insist that the PCGG is not a stockholder,
partner, member or officer of the corporation. This is
misleading and inaccurate.
The PCGG was created under Executive Order No. 1
(E.O. 1) to assist the President in:
(a) The recovery of all illgotten wealth accumulated by
former President Ferdinand E. Marcos, his immediate family,
relatives, subordinates and close associates, whether located in
the Philippines or abroad, including the takeover or sequestration
of all business enterprises and entities owned or controlled by
them, during his administration, directly or through nominees, by
taking undue advantage of their public office and/or using their
powers, authority, influence, connections or relationship.
(b) The investigation of such cases of graft and corruption as
the President may assign to the Commission from time to time.
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187872, 17 November 2010, 635 SCRA 380, 391 and Reyes v. RTC of
Makati, Br. 142, 583 Phil. 591, 608; 561 SCRA 593, 611 (2008).
39 Strategic Alliance Development Corporation v. Star Infrastructure
Development Corporation, id., at pp. 391392.
40 Speed Distributing Corp. v. Court of Appeals, 469 Phil. 739, 758;
425 SCRA 691, 706 (2004).
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Further:
The issue of whether or not the Regional Trial Courts have
jurisdiction over the Presidential Commission on Good
Government in the exercise of the latters powers and functions
under the applicable Executive Orders and Section 26, Article
XVIII of the 1987 Constitution has been laid to rest in PCGG v.
Hon. Emmanuel G. Pea, et al., G.R. No. 77663, April 12, 1988,
where Mr. Chief Justice Claudio Teehankee articulated the
opinion of an almost unanimous court as follows:
On the issue of jurisdiction squarely raised, as above indicated,
the Court sustains peti
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50 Olaguer v. RTC, Br. 48, Manila, 252 Phil. 495, 504505; 170 SCRA
478, 487 (1989). (Citations omitted) See also PCGG v. Nepomuceno, 263
Phil. 378, 393394; 184 SCRA 449, 451 (1990).
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