11.) Dee Ping Wee, Araceli Wee and Marina U. Tan vs.

Lee Hiong Wee and Rosalind

Wee, G.R. No. 169345, August 25, 2010
FACTS:
Petitioner Dee Ping Wee and Marina U. Tan are brother and sister of respondent Lee Hionh Wee. Araceli
Wee is the wife of Dee Ping Wee. Respondent Rosalind Wee is the spouse of Lee Hiong Wee.
Petitioners were the majority stockholders of Marcel Trading Corporation, Marine Resources
Development Corporation, and Marcel Properties. Respondents are minority shareholders of these three
corporations.
On April 16, 2004, respondents, through counsel, sought to inspect the record books of the three (3)
corporations. Petitioner Dee Ping Wee replied that he will allow if respondent spouses will also allow
petitioners to inspect the financial records of Rico Philippines Industrial Corporation (RPIC).
Since respondents were unable to get a favorable reply, they filed three (3) separate complaints before the
RTC Quezon City, to wit: (a) Q-04-091 for Marcel Trading Corporation, (b) Q-04-092 for Marine
Resources Development Corporation, and (c) Q-04-093 for Marcel Properties, Inc. They allege that
petitioners violated their rights to gain access to and inspect the corporate books, records, and financial
statements pursuant to Section 74 and 75 of the Corporation Code.
In their reply to the complaint, petitioners contend that respondents request were ill-motivated, i.e. the
requested reports will be used to fish for evidence that will be used to harass petitioners.
The RTC ruled in favor of respondent and held that the right to inspection of corporate records under
Sections 74 and 75 are inherent in the ownership of shares of a corporation. The exercise of this right
may be denied, however, if it is shown that stockholders have improperly used any information secured
through a previous examination or that the demand is purely speculative or merely to satisfy curiosity.
These grounds have not been shown to be present in this case.
Petitioners received the copy of the RTC decision on July 7, 2004 while the respondents received their
copy on July 8, 2004.
On August 23, 2004, petitioners filed before the Court of Appeals a petition for certiorari under Rule 65 of
the Rules of Court alleging that there was no plain, speedy and adequate remedy in the ordinary course of
law and that a decision rendered in an intra-corporate controversy was immediately executory. The
corresponding cases were docketed as (a) CA-G.R. SP No. 85878 (Q-04-091), (b) 85879 (Q-04-093), and
(c) 85880 (Q-04-092). In CA-G.R. SP No. 85878, the Court of Appeals ruled in favor of the respondent
and dismissed the petition. In CA-G.R. SP No. 85879 and 85870, the Court of Appeals ruled in favor of
petitioners ratiocinating that respondents failed to allege their motive, purpose, and reason for inspection.
The Court did not find that the respondents were properly motivated in seeking to inspect the records of
the corporation.
Meanwhile, after the RTC decision, respondents filed a motion for execution on Q-04-091, Q-04-092, and
Q-04-093. The RTC denied the motion Q-04-092 and Q-04-093 on the ground of the pendency on appeal
of the case before the Court of Appeals. However, it granted the motion for execution on Q-04-091. The
RTC based its decision on CA-G.R. No. 85878. Petitioners filed an omnibus motion to dismiss but was
denied by the RTC.
Thus petitioners filed before Court of Appeals (CA-G.R. SP No. 90024) a Petition for Certiorari and
Prohibition with prayer for issuance of Preliminary Injunction. The motion was denied.
Thereafter, petitioners filed before the SC praying for the issuance of a preliminary injunction and/or
temporary restraining order (TRO).
ISSUE:
Whether or not the decision in SP No. 85879 (Marcel Properties, Inc.) and 85880 (Marine Resources
Development Corporation) creates a supervening event which would warrant the suspension of execution
of the RTC decision granting respondents the rights to inspect corporate records of Marcel Trading
Corporation
RULING:
A supervening event affects or changes the substance of the judgment and renders the execution thereof
inequitable. Should such an event occur after a judgment becomes final and executory, which event may
render the execution of the judgment impossible or unjust, Ramirez v. Court of Appeals 54 dictates that a
stay or preclusion of execution may properly be sought.
Supervening events refer to facts which transpire after judgment has become final and executory or to
new circumstances which developed after the judgment has acquired finality, including matters which
the parties were not aware of prior to or during the trial as they were not yet in existence at that time,
a supervening event affects or changes the substance of the judgment and renders the execution
thereof inequitable, impossible or unjust.
The three corporations are distinct from each other. The adverse decision on one case will not affect the
results of the other two cases. Furthermore, the court remands records of this case to RTC Branch 93 QC
for execution.