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HI-YIELD REALTY v. CA

This case has been cited 4 times or more.

	GR No. 172843 2014-09-24	ALFREDO L. VILLAMOR v. JOHN S. UMALE LEONEN, J.
A derivative suit is an action filed by stockholders to enforce a corporate action.[56] It is an exception to the general rule that the corporation's power to sue[57] is exercised only by the board of directors or trustees.[58]
	GR No. 172843 2014-09-24	ALFREDO L. VILLAMOR v. JOHN S. UMALE LEONEN, J.
Individual stockholders may be allowed to sue on behalf of the corporation whenever the directors or officers of the corporation refuse to sue to vindicate the rights of the corporation or are the ones to be sued and are in control of the corporation.[59] It is allowed when the "directors [or officers] are guilty of breach of . . . trust, [and] not of mere error of judgment."[60] In derivative suits, the real party in interest is the corporation, and the suing stockholder is a mere nominal party.[61] Thus, this court noted: The Court has recognized that a stockholder's right to institute a derivative suit is not based on any express provision of the Corporation Code, or even the Securities Regulation Code, but is impliedly recognized when the said laws make corporate directors or officers liable for damages suffered by the corporation and its stockholders for violation of their fiduciary duties. In effect, the suit is an action for specific performance of an obligation, owed by the corporation to the stockholders, to assist its rights of action when the corporation has been put in default by the wrongful refusal of the directors or management to adopt suitable measures for its protection.[62]
	GR No. 201675 2013-06-19	JUANITO ANG v. SPS. ROBERTO AND RACHEL ANG CARPIO, J.
During cross-examination, Juanito admitted that there was no prior demand for accounting or liquidation nor any written objection to SMBI's increase of capital stock. He also conceded that the loan was extended by persons who are not stockholders of SMBI. Thus, Rachel filed a Motion for Preliminary Hearing on Affirmative Defenses on 27 November 2009, arguing that in view of Juanito's admissions, the Complaint should be dismissed pursuant to Section 1 of the Interim Rules. Juanito filed his Opposition thereto on 8 January 2010,[22] arguing that applying this Court's ruling in Hi-Yield Realty, Inc. v. Court of Appeals,[23] the requirement for exhaustion of intra-corporate remedies is no longer needed when the corporation itself is "under the complete control of the persons against whom the suit is filed." Juanito also alleged that he and Anecita were deceived into signing checks to pay off bogus loans purportedly extended by Rachel's relatives in favor of SMBI. Some of the checks were payable to cash, and were allegedly deposited in Rachel's personal account.[24] He also claimed that Rachel's Motion is disallowed under the Interim Rules.
	GR No. 143264 2012-04-23	LISAM ENTERPRISES v. BANCO DE ORO UNIBANK PERALTA, J.
With the amendment stating "that plaintiff Lolita A. Soriano likewise made 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," does the amended complaint now sufficiently state a cause of action? In Hi-Yield Realty, Incorporated v. Court of Appeals,[6] the Court enumerated the requisites for filing a derivative suit, as follows: a) the party bringing the suit should be a shareholder as of the time of the act or transaction complained of, the number of his shares not being material;