REMEDIAL LAW | Guy v. Guy, G.R. No. 189486, Sept. 5, 2012

Guy v. Guy, 

G.R. No. 189486, Sept. 5, 2012


FACTS: The present controversy arose, when in 2008, three years after the complaint with the RTC of Manila was withdrawn, Gilbert again filed a complaint, this time, with the RTC of Mandaluyong, captioned as "Intra-Corporate Controversy: For the Declaration of Nullity of Fraudulent Transfers of Shares of Stock Certificates, Fabricated Stock Certificates, Falsified General Information Sheets, Minutes of Meetings, and Damages with Application for the Issuance of a Writ of Preliminary and Mandatory Injunction," docketed as SEC-MC08-112, against his mother, Simny, his sisters, Geraldine, Gladys, and the heirs of his late sister Grace. Gilbert alleged that he never signed any document which would justify and support the transfer of his shares to his siblings and that he has in no way, disposed, alienated, encumbered, assigned or sold any or part of his shares in GoodGold. He also denied the existence of the certificates of stocks. According to him, "there were no certificates of stocks under his name for the shares of stock subscribed by him were never issued nor delivered to him from the time of the inception of the corporation." RTC dismissed the case, declaring it a nuisance and a harassment suit. CA denied Gilbert’s Petition for the Issuance of Writ of Preliminary Injunction for failure to establish a clear and unmistakable right but the CA found merit on Gilbert’s contention that the complaint should be heard on the merits. Whether allegations of deceit, machination, false pretenses, misrepresentation and threats are largely conclusions of law that, without supporting statements of the facts to which the allegations of fraud refer, do not sufficiently state an effective cause of action.



RULING Yes, allegations of deceit, machination, false pretenses, misrepresentation and threats are largely conclusions of law that, without supporting statements of the facts to which the allegations of fraud refer, do not sufficiently state an effective cause of action. "In all averments of fraud or mistake, the circumstances constituting fraud or mistake must be stated with particularity" to "appraise the other party of what he is to be called on to answer, and so that it may be determined whether the facts and circumstances alleged amount to fraud." These particulars would necessarily include the time, place and specific acts of fraud committed. "The reason for this rule is that an allegation of fraud concerns the morality of the defendant’s conduct and he is entitled to know fully the ground on which the allegations are made, so he may have every opportunity to prepare his case to clear himself at the trial." 


Here, tested against established standards, we find that the charges of fraud which Gilbert accuses his siblings are not supported by the required factual allegations. In Reyes v. RTC of Makati, which we now reiterate, mutatis mutandis, while the complaint contained allegations of fraud purportedly committed by his siblings, these allegations are not particular enough to bring the controversy within the special commercial court’s jurisdiction; they are not statements of ultimate facts, but are mere conclusions of law: how and why the alleged transfer of shares can be characterized as "fraudulent" were not explained and elaborated on. As emphasized in Reyes:


Not every allegation of fraud done in a corporate setting or perpetrated by corporate officers will bring the case within the special commercial court’s jurisdiction. To fall within this jurisdiction, there must be sufficient nexus showing that the corporation’s nature, structure, or powers were used to facilitate the fraudulent device or scheme. Significantly, no corporate power or office was alleged to have facilitated the transfer of Gilbert’s shares. How the petitioners perpetrated the fraud, if ever they did, is an indispensable allegation which Gilbert must have had alleged with particularity in his complaint, but which he failed to.







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