ROBERTO V. SAN JOSE and DELFIN P. ANGCAO vs. JOSE MA. OZAMIZ, G.R. No. 190590.

12
JULY 2017. SECOND DIVISION. CARPIO.

Parties:
Petitioner - ROBERTO V. SAN JOSE and DELFIN P. ANGCAO
Respondent - JOSE MA. OZAMIZ

There are 2 tests to determine existence of intra-corporate controversy: the

relationship test and the nature of the controversy test. Cases involving intra-corporate
controversy falls well within the jurisdiction of the RTC.

Ozamiz was a stockholder of PHC. He wrote petitioners (officers of the corporation) requesting for
a copy of all the Minutes of the Meetings of the Board and Executive Committee. After a series of follow-up,
his request was left unheeded and was told that it would be taken at the next Board Meeting however this
was also not fulfilled and did not hear from the officers. Ozamiz filed a complaint for inspection of books
with the RTC. Petitioners asserted that case should have been filed before the Sandiganbayan, thus
complaint must be dismissed for lack of jurisdiction. Is the contention proper?

No. Jurisdiction is within the RTC because it is an intra-corporate controversy. This is determined
by 2 tests — the relationship test and the nature of the controversy test. Under the relationship test, there
is an intra-corporate controversy (ICC) when the conflict is (1) between the corporation, partnership, or
association (CPA) and the public; (2) between the CPA and the State insofar as its franchise, permit, or
license to operate is concerned; (3) between the CPA and its stockholders, partners, members, or officers;
and (4) among the stockholders, partners, or associates themselves.
The nature of controversy test, an ICC arises when the controversy is not only rooted in the existence of an
intra-corporate relationship, but also in the enforcement of the parties' correlative rights and obligations and
internal / intra-corporate regulatory rules of the corporation.

This case involves an intra-corporate dispute. It is a conflict between a stockholder and the
corporation, satisfying the relationship test, and involving enforcement of the right of a stockholder, to
inspect the books of PHC and the obligation of the latter to allow its stockholder to inspect its books.