Lisam Enterprises, represented by Lolita Soriano
Worst, to remedy the defects in the
vs BDO-Unibank (Formerly PCIB) (2012)
J. Peralta
_____________________________________
I. FACTS
Aug. 13, 1999 – petitioners filed a case for
annulment of mortgage with prayer for TRO and
Prelim. Injunction with Damages w/ RTC of
Legaspi City. Lolita Soriano is the corporate
secretary of Lisam Enterprises (LEI). The
complaint alleged the following:
“4. Petitioner LEI purchased a parcel of
residential land with improvement in Legaspi
City.
5. March 1996, Sps. Soriano (president and
treasurer of company) in their personal capacity
and for own use and benefit, obtained a loan
from PCIB for P20M.
6. As security, they used the residential land of
LEI and executed a deed of real estate mortgage
over said land, with the use of a falsified Nov. 6,
1995 board resolution.
7. They falsified signatures of Lolita as corp. sec.
and director of LEI, even when no resolution
was made and no meeting was held for that
purpose.
8. Lolita did not appear before a notary public
to attest and acknowledge to such issuance.
9. defendant PCIB, knowing fully well that the
property mortgaged belong not to spouses but
to LEI, negligently failed to exercise due care
and prudence required of a banking institution
and failed to verify genuineness of the
signatures. They disregarded the fact that board
resolution was notarized only after 4 months
from purported date of issue.
10. having been exercised without authority of
the board, same is null.
11.
mortgage transaction earlier entered into, the
defendants entered into document
denominated as “Deed of Assumption of Loans
and Mortgage Obligation and Amendment of
Mortgage” wherein plaintiff LEI as made to
assume personal indebtedness of sps. Soriano.
12. through a purported “Corp. Resolution to
Borrow”, they made it appear that plaintiff LEI
authorized said acts.
13. That said irregular transactions of
defendant Lilian S. Soriano and her husband
Leandro A. Soriano, Jr., on one hand, and
defendant PCIB, on the other, were discovered
by plaintiff Lolita A. Soriano sometime in April
1999. That immediately upon discovery, said
plaintiff, for herself and on behalf and for the
benefit of plaintiff LEI, made demands upon
defendants Lilian S. Soriano and the Estate of
Leandro A. Soriano, Jr., to free subject
property of plaintiff LEI from such mortgage
lien, by paying in full their personal
indebtedness to defendant PCIB in the
principal sum of P20 Million. However, said
defendants, for reason only known to them,
continued and still continue to ignore said
demands, to the damage and prejudice of
plaintiffs.
14. On June 25, 1999, plaintiffs commenced
derivative suit with the SEC against defendants,
Lilian Soriano and Estate of Leandro Soriano
(spouses) for “Fraudulent Scheme and Unlawful
Machination with Damages”.
15. in order to seek complete relief, instant case
for nullification of REM was filed with atty’s fees
and moral damages with the RTC.
16. plaintiffs learned that upon application of
PCIB, notary public of Daraga, issued a notice of
foreclosure/Auction sale of the property.
RTC issued TRO, and after hearing, issued writ Scheme and
of prelim. Injunction against PCIB from holding Unlawful
auction sale. Machinations
with
Respondents Lilian and Estate of Leandro filed Damages”
an answer stating that they were authorized by Motion to Respondents RTC dismissed
LEI, everything was duly executed, and that Dismiss Legaspi
although there were demands by Lolita for Motion to Petitioners RTC denied
them to pay the loan, they made satisfactory admit Legaspi
explanations as to why such demands cannot be amended
honored. complaint

They filed a motion to dismiss on the grounds of

lack of legal capacity to sue, failure to state III. ISSUES
cause of action, and litis pendencia. 1. W/N the motion to admit amended
complaint was proper – YES
RTC dismissed the complaint. Petitioners filed 2. W/N even after admittance of amended
for MR and while pending, they filed a motion complaint, the same case should be
to admit amended complaint, amending dismissed on the ground of litis
paragraph 13 of the original complaint, by pendencia – NO
adding:

“that plaintiff Lolita A. Soriano likewise made IV. RULING

demands upon the Board of Directors of Lisam
Enterprises, Inc., to make legal steps to protect
the interest of the corporation from said
fraudulent transaction, but unfortunately, until
now, no such legal step was ever taken by the
Board, hence, this action for the benefit and in
behalf of the corporation;”
1. Amendments may either be as a matter of
right (anytime before filing of responsive
pleading) and by leave of Court. Since
spouses already filed a responsive pleading,
amendment may only be made now with
leave of court.

Trial Court denied both MR and Motion to In the case of Tiu vs PBC, the Court discussed
admit amended complaint. Trial Court held that the 1997 amendment of Rule 10, sec. 3
it can no longer be admitted because the same (amendments by leave of Court) where the
absolutely changed the cause of action. clear import of the amended rule is that the
“amendment may now substantially alter the
Petitioner filed present petition with Court. cause of action or defense”.
II. PROCEDURAL HISTORY The granting of leave to le amended pleading is
a matter particularly addressed to the sound
Action Filed by Venue Decision
discretion of the trial court; and that discretion
Annulment petitioners RTC – Dismissed
of Mortgage Legaspi is broad, subject only to the limitations that the
with TRO and amendments should not substantially change
PI the cause of action or alter the theory of the
Derivative petitioners SEC dismissed case, or that it was not made to delay the
Suit for action. Nevertheless, as enunciated in
“Fraudulent Valenzuela, even if the amendment
substantially alters the cause of action or
defense, such amendment could still be
allowed when it is 1) sought to serve the
higher interest of substantial justice; 2)
prevent delay; and 3) secure a just, speedy and
inexpensive disposition of actions and
proceedings.
The courts should be liberal to avoid multiplicity
of suits, and to decide the merits without
unnecessary delay. This liberality is greatest in
the early stages of a lawsuit, especially in this
case where the amendment was made before
the trial.
Furthermore, amendments are generally
favored. It was filed before the order dismissing
the original complaint and before it became
final and executory. Since trial proper, allowing
the amendment would not cause any delay and
it would serve higher interest of justice as this
would lead to trial where they can thresh out
the issues.
there is no reason to dismiss the
complaint.
V. DISPOSITIVE:
IN VIEW OF THE FOREGOING, the Resolution of
the Regional Trial Court of Legaspi City, Branch
4, dated November 11, 1999, dismissing
petitioners' complaint in Civil Case No. 9729,
and its Order dated May 15, 2000, denying
herein petitioners' Motion for Reconsideration
and Motion to Admit Amended Complaint, are
hereby REVERSED and SET ASIDE. The Regional
Trial Court of Legaspi City, Branch 4, is hereby
DIRECTED to ADMIT the Amended Complaint.
Considering further, that this case has been
pending for some time and, under R.A. No.
8799, it is now the regular courts which have
jurisdiction over intra-corporate disputes, the
Regional Trial Court of Legaspi City, Branch 4 is
hereby DIRECTED to PROCEED with dispatch in
trying Civil Case No. 9729.

With the amendment, the derivative suit now

sufficiently states a cause of action. The
requisites for filing a derivative suit are as
follows:

a. Party bringing suit should be

stockholder
b. He has tried to exhaust intra-corp
remedies such as making a demand on
the BOD
c. Cause of action devolves for the benefit
of the Corp.

The amended complaint remedied the

complaint.

2. The case should not be dismissed on

the ground of forum shopping. The case
with SEC is about the due execution and
authenticity of the board resolutions,
while the RTC case focuses on the
validity of the mortgage executed
between the bank and the corp. Thus,