SEC EB Case No. 04-18-442 Jorge P. Navarra, Appellant, -versus- FSUU High School Alumni Association, Inc., Minnie Mary Rose Tiu-Dumanhug as President, and Bernadette M. Jamer as Corporate Secretary, Appellees.

Republic of the Philippines Department of Finance Securities and Exchange Commission PICC Secretariat Building, PICC Complex, Pasay City

COMMISSION EN BANC

JORGE P. NAVARRA Appellant,

- versus - SEC EB Case No. 04-18-442

FSUU HIGH SCHOOL ALUMNI ASSOCIATION, INC. MINNIE MARY ROSE TIU-DUMANHUG as

JAMER as Corporate Secretary, President, and BERNADETTE M. Appellees. X

DECISION

For the consideration of the En Banc is an Appeal of the Order dated 2 March 2018 of the Company Registration and Monitoring

Appellant JORGE P. NAVARRA against Appellees FSUU HIGH SCHOOL ALUMNI ASSOCIATION, INC., MINNIE MARY ROSE TIU-DUMANHUG aS Department (CRMD), dismissing the Petition for Revocation filed by

for lack of jurisdiction. President, and BERNADETTE M. JAMER as Corporate Secretary (FSUU)

specifically an election protest, and thus outside the jurisdiction of the The CRMD characterized the legal issues as intra-corporate,

Commission, viz.

Since the very issue is on who are the lawfully. constituted officers of FSUU, this Commission is constrained to steer clear therefrom in order

the court. xxx not to interfere with the adjudicative powers of

XXXXXXXXX

From the foregoing, it is clear that the Department has no jurisdiction over intra- corporate disputes involving Election of Officers/Trustees. Stated otherwise, it is now the regular courts which have jurisdiction to

NAVARRA V.FSUU SEC En Banc Case No. 04-18-442 Page 2 of 4

hear and decide cases involving intra-corporate controversies of election of corporate officers. In fact, the Securities Regulation Code makes [clear that] the regular courts [have] been vested the exclusive jurisdiction to decide intra-corporate disputes. [Emphasis supplied]

Petition is hereby DISMISSED for lack of WHEREFORE, premises considered, the instant

jurisdiction.

SO ORDERED.1

Under Section 3-1(g), Rule III, Part V of the 2016 SEC Rules of

Cannot be appealed to the En Banc, viz. Procedure (2016 Rules), an Order of dismissal for lack of jurisdiction

SEC. 3-1. Subject of Appeal to the Commission

Commission En Banc an adverse decision, final En Banc. -- A party to an action may appeal to the

order or resolution of a Director of an Operating Department, the members of a Special Hearing Panel or a Self-Regulatory Organization, if there are (i) questions of fact, or (ii) questions of law or (iii) questions of rule implementation, or (iv) mixed questions of fact, law and rule implementation.

No appeal may be taken from:

XXXXXXXXX

ground of absence g. An order dismissing an action on the of authority or jurisdiction of the Operating Department to act over the subject matter. (Emphasis supplied)

However, in the interest of substantial justice, we note that it is clear from the original Petition that Appellant raised as the main issue that there was Fraud in the Incorporation and/or Serious Misrepresentation of corporate purpose, in violation of Sections 6(i)(1) and 6(i)(2) of P.D. 902-A. The same set of facts was alleged as evidence of these two causes of action.

1 Page 3 of CRMD Order dated 2 March 2018

SEC En Banc Case No. 04-18-442 NAVARRA V. FSUU Page 3 of 4

Briefly, Mr. Navarra seeks the revocation of FSUU High School Almuni Association because it is not a bone fide alumni association, i.e. it has no members apart from the incorporators, such that its purpose clause is fraudulent and/or a serious misrepresentation, viz.

IV. SUMMARY OF PETITIONER'S CLAIM AND STATEMENT OF ISSUES TO BE RESOLVED

28. There was fraud in the procurement of the Certificate of Registration of FSUU High School Alumni Association, Inc., as evidenced and supported by the following incontrovertible facts:2

a) xXX b) xxx f) xxx g) xxx c) xxx d) xxx e) xxx

29. FSUU High School Alumni Association, Inc. failed to register it Membership Book for the simple reason that this so-called alumni

members among Urios high school alumni other than the eight (8) incorporators3 xxx association did not, and does not, have

XXX XXXXXX

PRAYER

WHEREFORE, premises considered, Petitioner respectfully: prays that the Honorable Commission GRANT the instant Petition for

of FSUU High School Alumni Association, Inc. Revocation of the Certificate of Registration and forthwith ORDER the revocation of the Certificate of Registration of the said FSUU High School Alumni Association, Inc.4

3 Page 9 of Petition filed with CRMD on 28 July 2017. 2 Page 7 of Petition filed with CRMD on 28 July 2017. 4 Id.

SEC En Banc Case No. 04-18-442 NAVARRA v. FSUU Page 4 of 4

CRMD Order.did not resolve the issues of Fraud in the Incorporation and Serious Misrepresentation of corporate purpose, which is within its jurisdiction.

The petitioner posits that the incorporators of the respondent corporation are rejects of the true alumni association who do not have enough clout to form a rival organization. However, not having a

established Fraud and/or Serious Misrepresentation. constituency at present does not necessarily mean that Petitioner has

necessary at the department level. Reception of evidence and/or hearings on these issues are thus

WHEREFORE, premises considered, this matter is REMANDED to the CRMD to determine the merits of the Petition for Revocation on the

of corporate purpose. grounds of Fraud in the Incorporation and/or Serious Misrepresentation

SO ORDERED.

Pasay City, Philippines; 16 April 2019.

EMILIOB.AQUINO Chairperson

Mtnia douaa U

ANTONIETA F. IBE EPHYRO LUIS B. AMATONG

Commissioner Commissioner

JAVEY PAUL D.FRANCISCO * KELVINLESTER K.LEE

Commissioner Commissioner

*On Leave