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THE Final Decision

On the Islamic Bank


Edited OCTOBER5, 2009

BY Abdel aziz Dimapunong


Founding Chairman, Amanah Islamic Bank(1992-
1998)

The Charter of the Islamic Bank, R.A. Act 6848


has gone through the grind of the judicial branch of
the government in the case of Abdel Aziz
Dimapunong, et. al, vs. Hon. Zosimo Angeles, as
Judge of RTC Makati, Branch 58, and Roberto De
Ocampo, et. al.. Docketed as C.A. - G.R. SP No.
28445, The case involves mostly on intracorporate
controversies in the Islamic Bank. It also touches on
the powers and functions of the Board of Arbitration
of the Islamic Bank as provided for under Section 9
of its Charter. What follows below is the complete
text of a Decision of the Hon. Court of Appeals.

ISLAMIC BANKING IN THE PHILIPPINES 1


COURT OF APPEALS
SEVENTEENTH DIVISION
DECISION
Promulgated January 13, 1993

Members:

HERRERA, O.,
MONTOYA, and
MONTENEGRO, J.J.

MONTOYA J.:

From the pleadings filed in this petition, it


appears that on June 1, 1992, the Al Amanah Islamic
Investment Bank of the Philippines (AIIBP) filed a
complaint for injunction with damages before the
respondent Regional Trial Court of Makati (Br. 58)
against Abdel Aziz Dimapunong, et al. The AIIBP
alleged in its complaint that it is managed by a Board
consisting of six (6) members who are to serve until
the scheduled stockholders meeting in June, 1992;
that on April 28, 1992, the defendants Dimapunong,
et. al. declared themselves to be the newly elected
directors and officers of the AIIBP after an alleged
annual stockholders meeting held at the Army and
Navy Club in Manila; that said defendants have
circulated to the general public and all government
offices concerned, official notices of their alleged
assumption of office, directing everyone to
recognize them as such and threatening legal
prosecution of any one who may deal with the old
Board unless authorized by Dimapunong; that while
the incumbent management of the AIIBP was
discussing the proper legal action to take,
Dimapunong et. al. with the assistance of
military/police authorities and other armed persons,
ISLAMIC BANKING IN THE PHILIPPINES 2
stormed the premises of the bank at the Pacific Star
Building in Makati and its branch office at the
Manulife Center Building in Salcedo Village, Makati
and insisted on entering said offices to install
themselves thereat; and that while the security
forces at said premises were able to prevent the
defendants' siege of the building, the latter have
declared their intention to return for the same
purpose.

The AIIBP prayed for the issuance of a


restraining order; pending resolution of its prayer for
a writ of preliminary injunction, to prevent the
defendants from committing further acts of
misrepresentation and from sowing further chaos
and disrupting the normal banking operations of the
plaintiff; and for the issuance of a permanent writ of
injunction against the defendants and for an order
directing them to pay the AIIBP moral, actual, and
exemplary damages, plus attorneys fees and costs of
suit.

On June 2, 1992 respondent court issued a


temporary restraining order as prayed for by the
AIIBP.

The defendants Dimapunong, et. al. filed a


"Motion to Dismiss and Dissolve Restraining Order",
alleging that the respondent court had no
jurisdiction over the subject and nature of the action;
that venue was improperly laid; that the plaintiff has
no capacity to sue; and that there is no cause of
action, the plaintiff is not entitled to the relief
demanded, and the complaint itself was insufficient.

The defendants argued, among others, that the


issue between the parties is intra-corporate and falls
under the exclusive and original jurisdiction of the
Securities and Exchange Commission under P.D. No.

ISLAMIC BANKING IN THE PHILIPPINES 3


902-A as amended; that the person who signed the
complaint, Oscar S. Ramirez, had no capacity to sue
as he is not a stockholder or a member of the alleged
Board of Directors and there is no Board resolution
authorizing him to file the complaint; that since the
AIIBP is a government bank, only the Corporate
Counsel for the Solicitor General can initiate the
action; and that power to sue is vested in the Board
of Directors.

The defendants prayed for the dismissal of the


complaint and for the dissolution of the temporary
restraining order issued by the respondent court.

On June 23, 1992, the respondent court denied


the motion to dismiss filed by defendants
Dimapunong, et. al., stating in its Order:

"x x x It is noted that an intracorporate


controversy has been defined as 'one which
arises between a stockholder and the
corporation'. (Rivera vs. Florendo, 144 SCRA
643) In the case at bar, it appears that not all
of the defendants are stockholders or
shareholders of plaintiff corporation and
therefore any controversy between the
plaintiff and the defendants cannot be said to
be an intracorporate controversy which will
fall within the jurisdiction of the Securities
and Exchange Commission. Furthermore, in
the case of Sunset View Condiminium
Corporation versus Campos, Jr., 104 SCRA
303, April 27, 1981, the Hon. Supreme Court
has held ' that cases of private respondents
who are not stockholders of the corporation,
cannot be a controversy arising out of
intracorporate or partnership relations x x x."

ISLAMIC BANKING IN THE PHILIPPINES 4


A " Motion for Reconsideration" filed by the
defendants was denied on July 6, 1992 by the
respondent court which, however, found plaintiff's
officials Roberto de Ocampo and Ernesto Duran in
contempt of court for having violated its temporary
restraining order.

The defendants Dimapunong, et. al. are now


before this Court on a petition for certiorari with
prohibition with a prayer for the issuance of a
preliminary injunction, seeking the annulment and
setting aside of the aforecited Orders of June 23,
1992 and July 6, 1992, on the following grounds:

"1. THAT THE COURT ERRED IN DENYING


PETITIONERS MOTION TO DISMISS DATED
JUNE 8, 1992 AND MOTION FOR
RECONSIDERATION DATED JUNE 26, 1992
BECAUSE IT IS THE SECURITIES AND
EXCHANGE COMMISSION UNDER PD NO.
902-A, NOT THE REGULAR COURTS, THAT
HAS JURISDICTION TO HEAR AND DECIDE
INTRACORPORATE CONTROVERSIES.

"2. THE CASE AT BAR SHOULD HAVE BEEN


SETTLED BY THE BOARD OF ARBITRATORS
UNDER R.A. NO. 6848.

"3. OSCAR RAMIREZ DOES NOT HAVE THE


CAPACITY TO SUE SINCE HE IS NOT A
SHARE-HOLDER OR DIRECTOR OF THE
ISLAMIC BANK."

The private respondents, commenting on this


petition and in opposition thereto aver that:

ISLAMIC BANKING IN THE PHILIPPINES 5


Significantly, however, the Office of the
Solicitor General, representing the public
respondents, filed a manifestation that on the basis
of law and jurisprudence, it agrees with the position
of the petitioners and submits that jurisdiction over
the controversy below is legally vested with the
Securities and Exchange Commission, and
recommends that respondent judge be ordered to lift
the preliminary injunction (actually only a temporary
restraining order) issued, enjoined from further
proceeding with Civil Case No. 92-1487, and directed
to dismiss the said case.

We agree with the petitioners and the Solicitor


General that it is the Securities and Exchange
Commission which has jurisdiction over the
controversy subject of the proceedings before the
respondent court.

Presidential Decree No. 902-A provides that


the SEC is vested with absolute jurisdiction,
supervision and control over all corporations,
partnership or associations, who are the grantees of
primary franchise and/or a license or permit issued
by the government to operate in the Philippines
(Section 3). The primary franchise of a corporation
may either be its certificate of incorporation issued
by the SEC or a special law which creates a
corporation and serves as its charter. There is no
question that the AIIBP is a corporation created by
R.A. NO. 6848 to replace the former Philippine
Amanah Bank and is therefore under the jurisdiction
and subject to the control and supervision of the
SEC.

The same P.D. No. 902-A likewise provides


under Section 5 thereof that the SEC shall have
original and exclusive jurisdiction to hear and decide
cases involving the following:

ISLAMIC BANKING IN THE PHILIPPINES 6


"a) Devices or schemes employed by or any
acts of the board of directors, business
associates, its officers or partners, amounting
to fraud and misrepresentation which
may be detrimental to the interest of the public
and/or organizations registered with the
Commission;

b) Controversies arising out of intra-corporate


or partnership relations, between and among
stockholders, members, or associates;
between any or all of them and the
corporation, partnership or association of
which they are stockholders, members or
associates, respectively; and between such
corporation, partnership or association and
the state insofar as it concerns their individual
franchise or right to exist as such entity;

c) Controversies in the election or


appointments of directors, trustees, officers or
managers of such corporations, partnership or
association x x x (emphasis supplied)

A reading of the complaint filed before the


respondent court shows that the controversy
submitted by the plaintiff involves the validity of the
calling and holding of the shareholders' meeting held
on April 28, 1992 and the election during said
meeting of the defendants Dimapunong, et. al. as
directors and officers of the corporation. Another set
of officers, led by Roberto de Ocampo, claim to be
the legitimate directors and officers of the AIIBP and
the main issue to be resolved therefore is, which of
the two (2) sets of officers is the legitimate one --- a
matter clearly within the competence of the SEC to
resolve. And although the private respondents claim
that petitioners Abdel Aziz Dimapunong and Victor

ISLAMIC BANKING IN THE PHILIPPINES 7


Santos are not shareholders of AIIBP and do not
have the authority to represent the Office of the
President and of the Government Service Insurance
System, respectively, there is no question that the
other petitioners, Abbas, Dianaton, and Malambut,
are shareholders of the bank.

There should be nor more doubt, therefore,


that under the aforecited provisions of both Sec. 3
and Sec. 5 of P.D. 902-A it is the SEC, not the Civil
Courts, that has jurisdiction over the case filed
before the respondent court.

The Solicitor General aptly cites Union Glass &


Container Corp. vs. SEC, 126 SCRA 31, 38 on this
point:

"The principal function of the SEC is the


supervision and control over corporations,
partnerships and associations with the end
in view that investment in these entities may
be encouraged and protected, and their
activities pursued for the promotion of
economic development. It is in aid of
this office that the adjudicative power of the
SEC must be exercised. Thus, the law
explicitly specified and delimited its
jurisdiction to matters intrinsically
connected with the regulation of
corporations, partnership and
associations and those dealing with internal
affairs of such corporations, partnership or
associations (emphasis supplied)."

And as held in Viray vs. Court of Appeals, 191


SCRA 308, the better policy in determining which
body has jurisdiction over a case is to consider not
only the status or relationship of the parties but also

ISLAMIC BANKING IN THE PHILIPPINES 8


the nature of the question that is the subject of the
controversy.

We find no need to dwell on the two (2) other


issues presented by the petitioners as the same have
been rendered moot and academic with our ruling on
the question of jurisdiction in favor of the SEC.

WHEREFORE, the questioned Orders of the


respondent court dated June 23, 1992 and July 6,
1992 are SET ASIDE and said respondent is ordered
to dismiss Civil Case No. 92-1487 for lack of
jurisdiction.

No costs.

SO ORDERED.
(SGD.) SALOME A.
MONTOYA
Associate Justice
WE CONCUR:

(SGD.) OSCAR M. HERRERA


Associate Justice

(SGD.) EDUARDO G. MONTENEGRO


Associate Justice

CERTIFICATION
I hereby certify that this Decision was reached
after due consultation among the members of the
Division in accordance with the provisions of
Section 13, Article VIII of the Constitution.

(SGD) OSCAR M. HERRERA


Chairman
Seventeenth Division

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