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Case # 32

Topic: Requirements Relating to Derivative Suits

G.R. No. L-22399


REPUBLIC BANK, represented in this action by DAMASO P. PEREZ, etc.,
vs.
MIGUEL CUADERNO, BIENVENIDO DIZON, PABLO ROMAN,
THE BOARD OF DIRECTORS OF THE REPUBLIC BANK AND THE MONETARY BOARD OF
THE CENTRAL BANK OF THE PHILIPPINES
March 30, 1967
(Solis)

Facts: Damaso Perez, a stockholder of Republic Bank (RB) filed a derivative suit in behalf of
the bank against Cuaderno, Dizon, the Board of Directors (BOD) of the Republic Bank and the
Monetary Board of the Central Bank of the Philippines (Monetary Board).

Perez complained to the Monetary Board against the fraud committed by Roman, chairman of
the Board of Directors of RB. In grave abuse of his fiduciary duty he took advantage of his
position and connived with other officials of RB, to fraudulently grant loans to fictitious and non-
existing persons, to their close friends, relatives and/or employees (who were in reality their
dummies) on the basis of fictitious and inflated appraised values of real estate properties.

Miguel Cuaderno (then Governor of the Central Bank) and the Monetary Board ordered an
investigation which showed that certain mortgage loans amounting to P2,303,400.00 were
granted in violation of sections 77, 78 and 88 of the General Banking Act. Monetary Board
ordered a new Board of Directors of RB to be elected. Cuaderno referred to special prosecutors
of the Department of Justice in 1960, the banking frauds and violations of the Banking Act, for
investigation and prosecution, but no information was filed up to the time of his retirement in
1961.

Subsequently, it was discovered that Roman engaged Cuaderno as technical consultant and
selected Dizon as chairman of the BOD of the Republic Bank; that the BOD were personally
selected and chosen by Roman, connived and confederated in approving the appointment and
selection of Cuaderno and Dizon. Such actions were motivated by bad faith and were prompted
to protect Roman from criminal prosecution.

Perez contends that the appointment of Cuaderno and his acceptance of the position of
technical consultant are immoral, anomalous and illegal, and his compensation highly
unconscionable. The selection of Dizon as chairman of the Board of the RB after he was forced
to resign from the presidency of PNB and from membership of the Monetary Board and within
one year thereafter is in violation of the Anti-Graft and Corrupt Practices Act. Both Cuaderno
and Dizon were alter egos of Pablo Roman. Since the Monetary Board was about to approve
the appointment of Cuaderno and Dizon, Perez prayed for a preliminary injunction against the
Monetary Board, BOD of RB (from recognizing Cuaderno as technical consultant and Dizon as
Chairman of the Board) and against Roman (from selecting and appointing officers or directors
of RB).

Respondent et al filed a motion to dismiss, controverting the right of Perez to question the
appointment and selection of Dizon and Cuaderno, which they contend to be a result of
corporate acts with which the plaintiff, as stockholder, cannot interfere.
Lower court dismissed the action. Hence, petitioner appealed to the SC.

Issues: WON a stockholder can file derivative suit on behalf of the corporation.

Held: Yes. It is settled in Philippine jurisprudence that an individual stockholder is permitted


to institute a derivative or representative suit on behalf of the corporation wherein he
holds stock in order to protect or vindicate corporate rights, whenever the officials of the
corporation refuse to sue, or are the ones to be sued or hold the control of the
corporation. In such actions, the suing stockholder is regarded as a nominal party, with the
corporation as the real party in interest.

Plaintiff-appellant's action is in conformity with these principles. He is neither alleging nor


vindicating his own individual interest or prejudice, but the interest of the Republic Bank and
the damage caused to it. The action he has brought is a derivative one, expressly manifested
to be for and in behalf of the Republic Bank, because it was futile to demand action by the
corporation, since its Directors were nominees and creatures of defendant Pablo Roman.
The frauds charged by plaintiff are frauds against the Bank that redounded to its
prejudice. That no other stockholder has chosen to make common cause with plaintiff Perez is
irrelevant, since the smallness of plaintiff's holdings is no ground for denying him relief

The facts pleaded in the complaint constitute a cause of action for the bank: if the
questioned appointments were made solely to protect Roman from criminal prosecution, by a
Board composed by Roman's creatures and nominees, then the moneys disbursed in favor of
Cuaderno and Dizon would be an unlawful wastage or diversion of corporate funds, since the
Republic Bank would have no interest in shielding Roman, and the directors in approving
the appointments would be committing a breach of trust; the Bank, therefore, could sue to
nullify the appointments, enjoin disbursement of its funds to pay them, and recover those paid
out for the purpose, as prayed for in the complaint in this case (Angeles vs. Santos).

On the procedural question whether the corporation itself must be made party defendant, Court
ruled that the corporation should be made a party, in order to make the Court's judgment
binding upon it, and thus bar future re-litigation of the issues. On what side the corporation
appears loses importance when it is considered that it lay within the power of the trial court to
direct the making of such amendments of the pleadings, by adding or dropping parties, as may
be required in the interest of justice (Revised Rule 3, sec. 11). Misjoinder of parties is not a
ground to dismiss an action.

The order dismissing the complaint was reversed and set aside. The case was remanded to the
court of origin with instructions to overrule the motions to dismiss and require the defendants to
answer the complaint. Thereafter, the case shall be tried and decided on its merits.

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