Boman Environmental Development Corporation v. Court Of Appeals

GRIÑO-AQUINO, J.:

The only issue in this case is whether or not a suit brought by a withdrawing stockholder against the corporation to enforce payment of the balance due on the consideration (evidenced by a corporate promissory note) for the surrender of his shares of stock and interests in the corporation, involves an intra-corporate dispute. The resolution of that issue will determine whether the Securities and Exchange Commission (SEC) or a regular court has jurisdiction over the action. On May 7, 1984, respondent Nilcar Y. Fajilan offered in writing to resign as President and Member of the Board of Directors of petitioner, Boman Environmental Development Corporation (BEDECO), and to sell to the company all his shares, rights, and interests therein for P 300,000 plus the transfer to him of the company's Isuzu pick-up truck which he had been using.

The letter-offer (Exh. A-1) reads as follows: "07 May 1984 "THE BOARD OF DIRECTORS, BOMAN ENVIRONMENTAL DEVELOPMENT CORPORATION 2nd Floor, AGS Building, 466 EDSA, Makati, Metro Manila Gentlemen: "With deepest regrets, I am tendering my resignation as member of the Board of Directors and President of the Company effective as soon as my shares and interests thereto are sold and fully paid. "It is really painful to leave the Company which we painstakingly labored and nortured for years to attain its success today, however, family interests and other considerations dictate me otherwise.

"Thank you for your interest of buying my shares and other interests on the Company. It is really my intention to divest myself of these investments and sell them all for PESOS: THREE HUNDRED THOUSAND (P 300,000) payable in cash in addition to the Isuzu pick up I am presently using for and in behalf of the Company. "Thank you.

NILCAR Y. FAJILAN Director/President (p. 239, Rollo.) At a meeting of the Board of Directors of BEDECO on June 14, 1984, Fajilan's resignation as president was accepted and new officers were elected. Fajilan's offer to sell his shares back to the corporation was approved, the Board promising to pay for them on a staggered basis from July 15, 1984 to December 15, 1984 (Annex B).<äre anº•1àw> The resolution of the Board was communicated to Fajilan in the following letter-agreement dated June 25, 1984 to which he affixed his conformity (Annex C): June 25, 1984 "Mr. Nilcar Y. Fajilan No. 159 Aramismis Street Project 7, Quezon City "Dear Mr. Fajilan: "Please be informed that after due deliberation the Board of Directors has accepted your offer to sell your share and interest in the company at the price of P300,000.00, inclusive of your unpaid salary from February 1984 to May 31, 1984, loan principal, interest on loan, profit sharing and share on book value of the corporation as at May 31, 1984.

Payment of the P300,000.00 shall be as follows: "July 15, 1984 P 100,000.00 September 15, 1984 P 75,000.00 October 15, 1984 P 62,500.00 December 15, 1984 P 62,500.00