KORUGA v. ARCENAS 3.
RESPs raised the ff defenses: (a) lack of jurisdiction over the subject
June 19, 2009 | Nachura, J. | Certiorari | Receivership
G.R. No. 168332
PETITIONERS: Ana Maria Koruga
RESPONDENTS: Teodoro Arcenas, Albert Aguirre, Cesar Paguio, Francisco
Rivera, CA
G.R. No. 16953
PETITIONERS: : Teodoro Arcenas, Albert Aguirre, Cesar Paguio, Francisco
Rivera
RESPONDENTS: Hon. Sixto Marella Jr (RTC Makati), Ana Maria Koruga
SUMMARY: Koruga filed a complaint in the RTC against the directors of
Banco Filipino for violations of the Corporation Code, along with a claim to
inspect the bank’s records and to put the bank in receivership (under Rule 59,
ROC). RESPs claim that RTC has no jurisdiction over the case.
DOCTRINE: As a bank, the laws which govern it are the banking laws of
the Philppines. As a result, the BSP should has jurisdiction over the case, as the
complaints are those relating to the conduct of the banking business. The court
could have only stepped in if the BSP subsequently acts with grave abuse of
discretion.
FACTS:
1. Korugas, a minority stock holder of Banco Filipino Savings and Mortgage
Bank, filed a complaint charging RESPs with violation of Sections 31 to 34
of the Corporation Code, prohibiting self-dealing and conflict of interest of
directors and officers (e.g. manner with which the Directors have handled
the Banks affairs, specifically the fraudulent loans and dacion en
pago authorized by the Directors in favor of several dummy corporations
known to have close ties and are indirectly controlled by the Directors) in
the RTC of Makati.
2. She then invoked her right to inspect the corporations records under
Sections 74 and 75 of the Corporation Code and prayed for Receivership
and Creation of a Management Committee, pursuant to Rule 59 of the
Rules of Civil Procedure, the Securities Regulation Code, the Interim Rules
of Procedure Governing Intra-Corporate Controversies, the General Banking
Law of 2000, and the New Central Bank Act.
a. She accused the directors and officers of Banco Filipino of engaging
in unsafe, unsound, and fraudulent banking practices, more
particularly, acts that violate the prohibition on self-dealing
matter; (b) lack of jurisdiction over the persons of the defendants; (c) forum-
shopping; and (d) for being a nuisance/harassment suit.
a. RTC denied their motion to dismiss.
4. RESPs MR was denied, and filed a petition for certiorari with the CA with a
prayer for issuance of a writ of preliminary injunction and a TRO.
5. Koruga filed a petition for certiorari with the SC arguing that the writ was
issued without factual or legal basis.
ISSUE/S:
WON RTC has jurisdiction over the case – NO. BSP has jurisdiction.
RATIO:
1. The acts complained of by Koruga pertain to the conduct of Banco Filipino’s
banking business, and as a bank, it is governed by banking laws, such as the
General Banking Law and the New Central Bank Act.
2. As such, the law vests the BSP with the power of supervision over
operations and activities of banks (Sec. 25, New Central Bank Act). These
powers include the ff:
a. conduct of examination to determine compliance with laws and
regulations if the circumstances so warrant as determined by the
Monetary Board
b. Overseeing to ascertain that laws and Regulations are complied
with
c. Regular investigation which shall not be oftener than once a
year from the last date of examination to determine whether an
institution is conducting its business on a safe or sound basis
d. Inquiring into the solvency and liquidity of the institution
3. Koruga’s allegations are not ordinary intra-corporate matters but rather
banking activities which are, by law, regulated and supervised by the BSP.
This is also provided for in the sections 36 and 56 of the General Banking
Law of 2000. Sanctions are provided for in the New Central Bank Act, Sec.
37.
a. Sec. 36 – “…The Monetary Board may regulate the amount of
loans, credit accommodations and guarantees that may be
extended, directly or indirectly, by a bank to its directors,
officers, stockholders and their related interests, as well as
investments of such bank in enterprises owned or controlled by
said directors, officers, stockholders and their related
interests…”
b. Sec. 56 – Conducting Business in an Unsafe or Unsound
Manner
4. Therefore, Koruga was wrong to invoke the provisions of the Corporation
 Code, following In Re: Petition for Assistance in the Liquidation of the
Rural Bank of Bokod (Benguet), Inc., PDIC v. Bureau of Internal Revenue,
where it was held that:
a. “the Corporation Code, however, is a general law applying to
all types of corporations, while the New Central Bank Act
regulates specifically banks and other financial institutions,
including the dissolution and liquidation thereof. As between a
general and special law, the latter shall prevail generalia
specialibus non derogant.”
5. As a result, it is not the Interim Rules of Procedure on Intra-Corporate
Controversies, or Rule 59 of the Rules of Civil Procedure on Receivership,
that would apply to this case. Instead, Sections 29 and 30 of the New
Central Bank Act should be followed, which clearly provides that the
Monetary Board that exercises exclusive jurisdiction over proceedings
for receivership of banks.
6. In the records of the case, Koruga has also recognized BSP’s power over the
directors (counsel’s letter to the Monetary Board). At that point, the BSP was
already taking steps to investigate the complaint.
7. Therefore, the court’s jurisdiction could only have been invoked after
the Monetary Board had taken action on the matter and only on the
ground that the action taken was in excess of jurisdiction or with such
grave abuse of discretion as to amount to lack or excess of jurisdiction
8. Lastly, as she is merely a minority stockholder of Banco Filipino, she would
not have the standing to question the Monetary Boards action. Section 30 of
the New Central Bank Act (filed by the stockholders of record representing
the majority of the capital stock)

DISPOSITIVE: WHEREFORE, the foregoing premises considered, the Petition in

G.R. No. 168332 is DISMISSED, while the Petition in G.R. No. 169053
is GRANTED. The Decision of the Court of Appeals dated July 20, 2005 in CA-G.R.
SP No. 88422 is hereby SET ASIDE. The Temporary Restraining Order issued by
this Court on March 13, 2006 is made PERMANENT. Consequently, Civil Case No.
03-985, pending before the Regional Trial Court of Makati City, is DISMISSED.