G.R. No.

181416, November 11, 2013MEDICAL PLAZA MAKATI CONDOMINIUM

CORPORATION,Petitioners,v.ROBERT H. CULLEN,Respondent.PERALTA,J.:Facts:Respondent purchased from Meridien
Land Holding, Inc. (MLHI) a condominium unit of the Medical Plaza Makati Condominium Corporation (MPMCC). On
September 19 2002,petitioner demanded from respondent payment for alleged unpaid association dues and assessments
amounting to P145,567.42. Respondent disputed this demand claiming that he had been paying his dues asshown by the fact that
he was previously elected president and director of petitioner. Petitioner, on the other hand, claimed that respondents obligation
was a carry-over of that of MLHI. Consequently, respondent was prevented from exercising his right to vote and be voted for
during the 2002 election of petitioners Board of Directors.Respondent clarified from MLHI the said claim but MLHI claimed that
such had already been settled. Thereafter, a Complaint for Damages was filed by respondent against petitioner and MLHI.
Petitioner filed a motion to dismiss, two of the grounds for the dismissal were the RTCs lack of jurisdiction as the case involves
an intra-corporate controversy and citing prematurity for failure of respondent to exhaust all intra-corporate
remedies.Issues:Whether or not the controversy involves intra-corporate issues as would fall within the jurisdiction of the RTC
sitting as a special commercial court.
Ruling:Yes. In determining whether a dispute constitutes an intra-corporate controversy, two tests are used, namely,
therelationship testand thenature of the controversy test.
An intra-corporate controversy is one which pertains to any of the following relationships: (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.Thus, under therelationship test,
the existence of any of the above intra-corporate relations makes the case intra-corporate.Under thenature of the controversy test,
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 intra-corporate
regulatory rules of the corporation.In other words, jurisdiction should be determined by considering both the relationship of the
parties as well as the nature of the question involved.Applying the two tests it was held that the case involves intra-corporate
controversy. It obviously arose from the intra-corporate relations between the parties as petitioner is a condominium corporation
duly organized and existing under Philippine laws, and respondent, on the other hand, is the registered owner of Unit No. 1201
and is thus a stockholder/member of the condominium corporation. Clearly, there is an intra-corporate relationship between the
corporation and a stockholder/member.Further, the questions involved pertain to their rights and obligations under the
Corporation Code and matters relating to the regulation of the corporation.

JACINTO vs FWCC Facts:

Shig Katayama, in his capacity as director and minority stockholder of FWCC, instituted a derivative suit before the SEC against
petitioners Ramon P. Jacinto and Jaime J. Colayco, President and Vice President, respectively, of FWCC. Katayama claimed that
petitioners Jacinto and Colayco committed company plunder when they raided FWCC’s coffers and diverted the staggering amount
of P720,333,266.00 to RJ Guitars, RJ Holdings, RJ Music, RJ Bistro, Rajah Broadcasting Network, RJ FM, RJ Productions
(collectively referred to herein as “ RJ Group of Companies”) as well as to companies affiliated with FWCC, namely, Quantum,
Shigra, RJ Ventures Realty Corporation and Save-a-Lot. Katayama prayed that petitioners be ordered to account for and return the
diverted amount to FWCC and that in the interim a management committee be appointed to end the dissipation, wastage and loss of
corporate funds. In their answer, petitioners while admitting that they withdrew money from FWCC for the benefit of companies
associated with petitioner Jacinto claimed that such withdrawals constituted legitimate advances and loans extended in the ordinary
course of business. On 17 November 1999, after petitioners presented their evidence, Hearing Officer Palmares issued an order
creating an Interim Management Committee composed of three (3) members to oversee the administration of FWCC pending
resolution of the dispute. Hearing Officer Palmares explained that the massive diversion of funds and the constant bickering among
stockholders demanded the immediate creation of a management committee pendente lite

Issue: WON Interim Management Committee is needed to the instant case

Ruling: Yes. After a review of the records, we are convinced that the appointment of the Interim Management Committee is fully
warranted by the circumstances. The findings of Hearing Officer Palmares relative to the transfer of funds from FWCC to RJ Group
of Companies without the corresponding Board resolutions, the drastic reduction of the number of FWCC branch offices all over the
country, the suspension of lending operations, the limitation of FWCC’s operations to mere collection of receivables as well as the
inability of FWCC to pay its pressing obligations amply support the conclusion that there is “imminent danger of dissipation, loss,
wastage or destruction of corporate assets.”

The word “imminent” has been defined as “impending or on the point of happening;”[10] while “danger” means “peril or exposure to
loss or injury.”[11] The findings of FWCC’s external auditor, which were

embodied in an audit report the accuracy of which was not questioned by petitioners, support the conclusion that petitioners’
unrestricted and continuous management of FWCC poses an impending peril to corporate assets.