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Republic of the Philippines
SUPREME COURT
Manila

FIRST DIVISION

G.R. No. 175936             September 3, 2007

CHAN CUAN and CHIEN-YIN SHAO a.k.a. HENRY SHAO, petitioners,
vs.
CHIANG KAI SHEK COLLEGE, INC. and SANTIAGO CUA, respondents.

D E C I S I O N

GARCIA, J.:

Via this petition for review on certiorari, herein petitioners Chan Cuan and Chien-Yin Shao, a.k.a. Henry Shao, seek to set aside the Decision¹ dated October 10, 2006 of the Court of Appeals (CA) in CA-G.R. SP No. 95467, entitled "Chiang Kai Shek College, Inc. and Santiago Cua v. Hon. Aida E. Layug, et al.," and its Resolution² of December 21, 2006, denying the petitioners’ motion for reconsideration. The assailed decision nullified the Order dated July 27, 2006 of the Regional Trial Court (RTC) of Manila, Branch 46 (Commercial Court), which denied the herein respondents application for the issuance of a writ of preliminary injunction in its Civil Case No. 115404, a derivative suit thereat instituted by the herein respondents against the petitioners. In short, petitioners presently urge the Court to uphold the adverted RTC Order of July 27, 2006.

As found by the appellate court in the decision under review, the facts are:

On July 3, 2006 x x x Chiang Kai Shek College, Inc. (corporation), a non-stock, non-profit educational institution, and Santiago Cua, in his official capacity as honorary chairman of the board of trustees of the corporation, longest active member of the board of trustees, and incumbent member of the corporation, instituted a derivative suit by filing before public respondent judge a complaint against x x x Chan Cuan in his capacity as chairman of the board of trustees of the corporation and Chien-Yin Shao, a.k.a. Henry Shao, in his personal capacity as he is allegedly not a member of the corporation, nor a member of the board of trustees, nor does he hold any office or position in the corporation, alleging that Chan Cuan and Chien-Yin Shao conspired to violate the provisions of the by-laws of the corporation, in flagrant violation of the rights and interests of the corporation of and to the extreme damage and prejudice of the other trustees, members and the entire community of Chiang Kai Shek College. In particular, [respondents] alleged that Chan Cuan and Chien-Yin Shao are doing, threatening, procuring and suffering to be done the conduct of an election of the officers of the corporation’s board of trustees on July 7, 2006 without having first complied with the prerequisites under the corporation’s by-laws, more specifically on Chien-Yin Shao’s prior admission as member of the corporation. [Respondents] prayed that public respondent judge, through a writ of preliminary injunction, compel Chan Cuan to comply with the aforesaid prerequisite and accordingly hold, at a meeting scheduled on July 7, 2006, a meeting of the general membership of the corporation for the sole purpose of electing the new members of the board of trustees pursuant to the corporation’s by-laws, and thereafter to conduct the first regular meeting of the newly elected members of the board to in turn elect the officers of the corporation. On July 4, 2006, the Office of the Executive Judge issued an Order to the effect that a 72-hour temporary restraining order is issued "enjoining respondent Chan Cuan and/or the board (i) from postponing and deferring the scheduled meeting of the general membership of the corporation, scheduled on July 7, 2006, only for the purpose, and no other, to elect new members of the board of trustees from members of the corporation who have been duly admitted as such in accordance with the by-laws of the corporation, and (ii) from conducting the meeting for any other purpose than to duly elect new members of the board of trustees." The 72-hour temporary restraining order was further extended to a twenty (20)-day TRO in public respondent’s Order dated 6 July 2006. On July 7, 2006, Chan Cuan convened the scheduled meeting pursuant to the aforesaid Order, informing the body that the court had ordered the meeting to be held without any postponement, to elect the board of trustees and only for the duly admitted members of the corporation to vote. The listing of the twenty-one supposedly admitted members of the corporation distributed by Chan Cuan and to serve as official ballot for the election of members of the board included the name of Chien-Yin Shao. Santiago Cua and some other members and trustees protested Chien-Yin Shao’s inclusion in the list but Chan Cuan brushed the protests aside. The election proceeded despite the protestations and objections from Santiago Cua, and Chien-Yin Shao voted and was voted for. Chan Cuan also scheduled the election of the chairman and other officers of the corporation by the new board of trustees on July 14, 2006.

In view of these supervening events, [respondents] filed their Supplemental Complaint, praying, among other things, that Chien-Yin Shao be enjoined and prohibited from participating, voting or be voted for in the election of the officers of the board of trustees until his status as member of the corporation is clarified and resolved, and that the elections held on July 7, 2006 be nullified as contrary to the conditions of the temporary restraining order. On July 12, 2006, public respondent, acting on [respondents’] Supplemental Complaint, issued and Order, to wit:

"Wherefore, the court rules to give substance to the spirit of the TRO and to prevent confusion respondent [now petitioner] Chan Cuan is ordered to withhold any action in the matter of the election until the status of Henry Shao as a member of the corporation has been clarified and the issue thereon is finally resolved. Further the election scheduled on July 14, 2006 be suspended until further order from the court."

Public respondent (judge) thereafter conducted hearings in relation to the prayer for the issuance of a writ of preliminary mandatory injunction and on the main issue of the status of Chien-Yin Shao as member of the corporation. [Respondents’] contention was that Chien-Yin Shao was not duly admitted as member of the corporation as he was not recommended for admission by the Board of Trustees and was not endorsed for approval at the members’ regular annual meeting as required by the corporation’s by-laws. Santiago Cua denied having seconded Chien-Yin Shao’s nomination as member of the corporation. Chan Cuan and Chien-Yin Shao insisted that Chien-Yin Shao was a duly admitted member of the corporation, presenting evidence to the effect that on the joint special meeting of the board of trustees and members of the corporation held on April 19, 2004, Pedro Tan Tiong Sian nominated Henry Shao as member of the corporation, Santiago Cua seconded the nomination, the nomination was discussed by all present, and Chien-Yin Shao was unanimously voted for as member of the corporation.

On July 27, 2006, public respondent issued the assailed Order, declaring that [respondents] failed to convince the court that they are entitled to the issuance of preliminary mandatory injunction, and hence the application was denied. Public respondent ruled that based on the appreciation and evaluation of evidence, [respondents] are estopped to question the status of Chien-Yin Shao as a member of the corporation, noting that it was even Santiago Cua who had seconded the nomination/invitation for Chien-Yin Shao’s admission as member of the corporation and through Santiago Cua’s acquiescence of Chien-Yin Shao’s membership without raising such issue for almost two years, Santiago Cua is estopped to question the same. Giving weight to Chan Cuan’s testimony that it is considered as socially improper for Chien-Yin Shao, being a prominent and distinguished member of the Chinese community, to apply by himself for membership in the corporation, public respondent held that the corporation’s conduct of its affairs, including admission of new members to the corporation, is not run solely by its by-laws but also by tradition which is germane in a conservative association like Chiang Kai Shek where culture, habits, beliefs and customs are elements that must be given consideration. Public respondent finally ruled that [respondents] failed to prove existence of irreparable injury or that continuance of the act complained of – that is, membership of Chien-Yin Shao in the corporation – during the litigation would probably work injustice to [respondents].³ (Words in brackets supplied)

From the aforementioned July 27, 2006 Order of the trial court, herein respondents filed with the CA on July 31, 2006 a petition for certiorari, thereat docketed as CA-G.R. SP No. 95467, questioning the aforesaid July 27, 2006 Order of the trial court. This was followed by their supplemental petition on August 1, 2006. On August 4, 2006, the appellate court issued a temporary restraining order enjoining the parties to maintain and preserve the status quo ante pending resolution of the main case (Civil Case No. 115404) before the trial court.

Eventually, on October 10, 2006, the appellate court came out with the herein decision⁴ granting the respondents’ aforementioned petition for certiorari and annulling and setting aside the adverted July 27, 2006 Order of the trial court, thus:

WHEREFORE, the petition is GRANTED. The assailed Order of public respondent dated 27 July 2006 in Civil Case No. 115404 is NULLIFIED and SET ASIDE. Upon approval of the injunction bond in the amount of Two Hundred Thousand Pesos (P200,000.00) which petitioners (i.e. Chiang Kai Shek College, Inc. and Santiago Cua) are hereby DIRECTED to file to answer for all damages which private respondents may sustain by reason of the injunction if the trial court should finally decide that petitioners are not entitled thereto, let a Writ of Preliminary Injunction ISSUE enjoining and prohibiting the participation of Chien-Yin Shao as member and officer of the board of trustees of Chiang Kai Shek College, Inc. pending final resolution of the derivative suit filed by petitioners, Chiang Kai Shek College, Inc. and Santiago Cua, against private respondents, Chan Cuan and Chien-Yin Shao, a.k.a. Henry Shao, in Civil Case No. 115404 by and which public respondent is DIRECTED to proceed with.

SO ORDERED.

With their motion for reconsideration having been denied by the appellate court in its equally challenged Resolution of December 21, 2006, petitioners are now with this Court via the present recourse, claiming that the CA -

I

XXX ERRED IN TOTALLY IGNORING PETITIONERS’ ARGUMENTS THAT SANTIAGO CUA ERRED IN FILING A DERIVATIVE SUIT AS THE NATURE OF THE CASE IS ONE OF QUO WARRANTO.

II

XXX ERRONEOUSLY DISREGARDED THE FINDINGS OF THE LOWER COURT THAT CHIEN-YIN SHAO IS A LEGITIMATE MEMBER/TRUSTEE OF CHIANG KAI SHEK COLLEGE, INC. AND THERE IS NO LEGAL OR FACTUAL BASIS TO DISQUALIFY HIM AND THAT SANTIAGO CUA IS IN ESTOPPEL.

III

XXX ERRED IN THE ISSUANCE OF THE WRIT OF PRELIMINARY INJUNCTION AS SANTIAGO CUA FAILED TO PRESENT EVIDENCE THAT HE OR CHIANG KAI SHEK COLLEGE, INC. WILL SUFFER IRREPARABLE OR SERIOUS DAMAGE OR INJURY, AND WITHOUT PROOF OF DAMAGE, THERE IS NO LEGAL BASIS TO ISSUE THE WRIT.

IV

XXX ERRED IN GRANTING RESPONDENTS’ PETITION FOR CERTIORARI, PROHIBITION AND MANDAMUS AND ISSUING A WRIT OF PRELIMINARY INJUNCTION WHEN THE ACTS SOUGHT TO BE ENJOINED HAVE ALREADY BECOME FAIT ACCOMPLI OR AN ACCOMPLISHED OR CONSUMMATED ACTS.⁵

Acting on the petition, the Court, in its resolution⁶ of January 22, 2007, required the respondents to comment thereon. In the same resolution, the Court enjoined the implementation of the assailed CA decision and issued a status quo order directing the parties to maintain the status quo existing after the issuance of the trial court’s Order dated July 27, 2006 and before the filing of the petition in CA-G.R. SP No. 95467, "until further orders from the Court."

On February 16, 2007, respondents filed the required comment,⁷ followed by petitioners’ reply⁸ to comment.

In a subsequent resolution⁹ of March 26, 2007, the Court resolved to give due course to the petition and to decide the same on the basis of the pleadings already on record.

The day after - March 27, 2007 - respondents filed a Very Urgent Motion to Immediately Lift Status Quo Order,¹⁰ therein praying the Court to immediately lift its status quo order "to allow the trial court to proceed with, or resume the proceedings in the derivative suit, in order that the issue on petitioner Shao’s membership in the corporation be resolved soonest before the case becomes moot and academic or a decision therein becomes ineffectual."

And now, to the merits of the instant petition.

By way of a preliminary statement, the Court cannot help but note that the appellate court’s decision does not contain a clear delineation of what it believes to be the facts upon which it based its ruling. What was merely stated in its decision was a chronology of the case and events and the parties’ respective submissions. For sure, it did not embark upon a determination of its own understanding of what transpired for purposes of disposing of the respondents’ petition before it. Worse, the decision does not contain a detailed discussion and resolution of the issues raised by the parties. Thus, in disposing of the respondents’ petition in CA-G.R. SP No. 95467, the appellate court plainly made the following enunciation, couched in general terms:

Reviewing the records, we are convinced of the necessity and propriety of the issuance of injunctive relief. We deem that it would have been more prudent of public respondent to have granted petitioners’ [now respondents’] application for preliminary injunction, enjoining the participation of Chien-Yin Shao as member of the corporation, much more as trustee and officer of the board, pending resolution of the complaint instituted by petitioners against Chan Cuan and Chien-Yin Shao. It is indubitably clear that issue of Chien-Yin Shao’s due admission as member of the corporation constitutes the very core of the controversy as raised in the complaint filed before public respondent. Denial of the injunctive relief sought, in effect allowing Chien-Yin Shao to participate as member of the corporation and as the newly-elected chairman of the corporation’s board of trustees, renders the derivative suit, the most foremost purpose of which, among other reliefs sought, is to assail Chien-Yin Shao’s alleged qualification as member of the corporation, moot and academic and ineffectual.

We have placed in scrutiny the assailed Order and to Us, it did not write finis to the derivative suit. While the Order mentions of Santiago Cua being in estoppel to question the status of Chien-Yin Shao as a duly admitted member of the corporation, a reading of the same leaves us with the strong impression that the suit remains pending, with issues such as whether Chien-Yin Shao is a member of the corporation or not, still up for final determination. Thus, the urgent need for injunctive relief pending such final determination.

xxx       xxx       xxx

Public respondent underscored petitioners’ failure to prove existence of irreparable injury or that continuance of the act complained, Chien-Yin Shao’s participation in the corporation as member and chairman of the board of trustees pending final determination of the validity of his admission to the corporation would probably work injustice to petitioners. We do not agree. We are convinced that the applicants, Santiago Cua and Chiang Kai Shek College, Inc., have sufficiently shown existence of the requisites, under the rules and jurisprudence, for the issuance of a writ of preliminary injunction. Prudence dictates that public respondent grant the injunctive relief prayed for.¹¹ (Emphasis and italics supplied).

In Philippine Ports Authority v. Pier 8 Arrastre & Stevedoring Services, Inc.¹² and Levi Strauss & Co. v. Clinton Apparelle, Inc.,¹³ the Court conceded that it is not enough, in granting the writ of injunction, to simply say that it appeared after hearing that plaintiff is entitled to the relief prayed for, and nothing else. We reechoed the ruling with greater clarity in University of the Philippines (U.P.) v. Catungal:¹⁴

The court must state its own findings of fact and cite the particular law to justify the grant of preliminary injunction. Utmost care in this regard is demanded, and it has been truly said:

There is no power the exercise of which is more delicate which requires greater caution, deliberation, and sound discretion, or (which is) more dangerous in a doubtful case than the issuing of an injunction; it is the strong arm of equity that never ought to be extended unless to cases of great injury, where courts law cannot afford an adequate or commensurate remedy in damages.

An examination of the parties’ inherently conflicting claims, exacerbated by the ambivalent, subjective tenor of the appellate court’s decision – which in effect ill-accomplished any by way of enlightening the parties on their respective rights and obligations under the law - gives us the impression that the right claimed by the respondents as basis for seeking injunctive relief is far from clear. While it is true that respondents’ claimed right is not required to be categorically established at this stage, yet it is nevertheless necessary to show, at least incipiently, that such right exists and is not countermanded by the petitioners’ own evidence which appears to present a veritable challenge to the respondents’ cause. In our view, the respondents have failed to justify their plea for injunctive relief, and the trial court correctly rejected their plea therefor.

Lacking in a thorough determination of the preliminary facts, the appellate court’s decision cannot be sustained. Instead, we must look to what has been established by the trial court’s own determination as embodied in its assailed Order of July 27, 2006. This Court, being not one of facts, must rely on the findings of fact made by the trial court, which as well commend great respect in even injunction cases.¹⁵

Thus far, the evidence presented shows that petitioner Chien-Yin Shao was a faculty member of Chiang Kai Shek College sometime in 1954-1956. He became its President in 1989 up to 1994. The Chiang Kai Shek Alumni Association, Inc. appointed him as member of the Board of Advisers, and later an honorary member in 1990. These facts are not denied by the respondents.¹⁶ The corporate by-laws, specifically Article II, Section 1 (Membership), of Chiang Kai Shek College, Inc. states:

Any member or an honorary member of Chiang Kai Shek College Alumni Association, Inc. who is of good moral character and reputation in the community; who supports and believes in the principles of democracy and liberty; who subscribes to the purposes of the Corporation; and who agrees to comply with and be bound by these By-Laws, is eligible for membership. An applicant shall first be recommended for admission by the Board of Trustees and then endorsed for approval at the members’ regular annual meeting. Such recommendation for admission requires a 2/3 majority vote of the entire membership of the Board of Trustees and shall be further approved by a 2/3 majority vote of the entire membership of the Corporation. The Board of Trustees may prescribe additional qualifications for membership as the purposes for which the Corporation is organized may require.

The record likewise reveals that it has been the tradition of the corporation, which tradition has been observed for the last sixty (60) years to the present, to hold regular meetings six (6) times a year, although its by-laws provide for just one.

In addition, the record discloses that in a joint special meeting of the board of trustees and members of the corporation held on April 19, 2004, there being a quorum and respondent Santiago Cua was present, Shao was nominated, unanimously voted for and approved to become a regular member of the corporation. Cua even seconded Shao’s nomination. Another regular member, Chuang Tzi Shun, was demoted to honorary member. No one then present, Cua included, objected to these two specific corporate acts.¹⁷ Other witnesses for the petitioners attest to the truth of the foregoing facts.¹⁸

In respondents’ Comment to this petition, they conceded that "respondent Santiago Cua filed the derivative suit as a nominal party in behalf of respondent Chiang Kai Shek College, Inc. to redress wrongs committed by herein petitioners, consisting of violations of the corporation’s by-laws in connection with the election of trustees by allowing petitioner Chien-Yin Shao to be elected as a trustee despite his lack of qualification for not being a member of said x x x corporation."¹⁹ This is the main thesis of respondents’ suit against the petitioners, and, therefore, the resolution of the present petition is understandably circumscribed by the foregoing cause of action of the respondents.

It appears from the evidence preliminarily made available, however, that Shao became a regular member of Chiang Kai Shek College, Inc. in 1994 when he was nominated and unanimously voted as one. Respondent Cua, during that meeting at which Shao was elected as a regular member of the corporation, was then present and did not object to the same; the documentary evidence is clear on this, as the minutes taken of said meeting betrays his (Cua’s) presence and the unanimity of corporate action. Being so, a preliminary injunctive writ may not issue. The Rules of Civil Procedure provides that a preliminary injunction may be granted when it is established:

(a) That the applicant is entitled to the relief demanded, and the whole or part of such relief consists in restraining the commission or continuance of the act or acts complained of, or in requiring the performance of an act or acts, either for a limited period or perpetually;

(b) That the commission, continuance or non-performance of the act or acts complained of during the litigation would probably work injustice to the applicant; or

(c) That a party, court, agency or a person is doing, threatening, or is attempting to do, or is procuring or suffering to be done, some act or acts probably in violation of the rights of the applicant respecting the subject of the action or proceeding, and tending to render the judgment ineffectual.²⁰

Having failed to object to Shao’s election to regular membership, respondent Cua may not now question the same. Since injunction is the strong arm of equity, he who applies for it must come with clean hands. For, among the maxims of equity are that (1) he who seeks equity must do equity, and (2) he who comes into equity must come with clean hands.²¹ For purposes of the injunction proceedings, Cua has not shown the requisite injustice he may suffer as a result of Shao’s election to regular membership. He even acceded to it.

A preliminary injunction is a provisional remedy, an adjunct to the main case subject to the latter’s outcome. Its sole objective is to preserve the status quo until the trial court hears fully the merits of the case. Its primary purpose is not to correct a wrong already consummated, or to redress an injury already sustained, or to punish wrongful acts already committed, but to preserve and protect the rights of the litigants during the pendency of the case.²² From the record, it may be seen that if respondent Cua suffered any perceived injury or wrong at all, the same had already been consummated. In the first place, Cua, in the lower court, prayed, inter alia, in his complaint in Civil Case No. 115404, that petitioner Chan Cuan be compelled by mandatory injunction to hold a meeting for the sole purpose of electing a new set of board of trustees, which Chan Cuan did, as ordered by the trial court. As a result of that meeting, Shao was elected to the board of trustees. And yet now, before us, Cua wants to annul the elections which he himself sought in the first instance. This, we cannot allow. Taking cue from his failure to object to Shao’s entry into the corporation as a regular member in 2004, Cua may not be allowed the injunctive remedy he now seeks. Any perceived injury he suffered was brought by him upon himself. Injunction is not a remedy that will dispose of the main case without trial on the merits.²³ If Shao were to be enjoined from sitting as elected member and trustee, then we would be assuming the proposition which the respondents themselves are inceptively bound to prove, whereas the preliminary evidence shows otherwise. The claim that the by-laws of the corporation provide that the admission to membership of Shao should have been taken up in a regular annual meeting and not in a joint special meeting, may not deprive Shao of the privilege of membership, in the wake of the trial court’s appreciation of the initial evidence which shows that by practice and tradition, the by-laws of the corporation prescribing the annual regular meeting of the members and trustees have not been followed for the last sixty years; instead, the corporation has been holding its meetings at least six times each year.

Time and again, this Court has ruled that the matter of the issuance of a writ of preliminary injunction is addressed to the sound discretion of the trial court; the exercise of such discretion by the trial court is generally not interfered with save in cases of manifest abuse.²⁴ The general rule, therefore, and indeed one of the fundamental principles of appellate procedure is that decisions of a trial court which "lie in discretion" will not be reviewed on appeal, whether the case be civil or criminal, at law or in equity.²⁵

Injunction is accepted as the strong arm of equity or a transcendent remedy to be used cautiously and sparingly as it affects the respective rights of the parties, and only upon full conviction on the part of the court of its extreme necessity should it issue.²⁶ We do not see that necessity at this point.

The respondents’ claim that both petitioners have committed other acts, if any, prejudicial to the interests of the corporation, the school and the academic community of Chiang Kai Shek College in general, is still has to be proved at the trial on the merits of the main case or subjected, initially, to the tests of sufficiency and the various rigors of the Rules. These are matters appropriately litigated in a derivative suit.²⁷

IN VIEW WHEREOF, the assailed decision of the CA dated October 10, 2006 in CA-G.R. SP No. 95467, as reiterated in its Resolution of December 21, 2006, is REVERSED and SET ASIDE. The Order dated July 27, 2006 of the trial court is AFFIRMED in toto. All injunctive writs and restraining orders are LIFTED.

No pronouncement as to costs.

SO ORDERED.

Puno, C.J., Chairperson, Sandoval-Gutierrez, Corona, Garcia, JJ., concur.

Footnotes

¹ Penned by Associate Justice Monina Arevalo-Zenarosa, with Associate Justices Martin S. Villarama, Jr. and Lucas P. Bersamin, concurring; rollo, pp. 44-56.

² Id. at 58-61.

³ Id. at 45-49.

⁴ Supra note 1.

⁵ Id. at 14-15.

⁶ Id. at 220.

⁷ Id. at 232-284.

⁸ Id. at 289-302.

⁹ Id. at 320-321.

¹⁰ Id. at 322-331.

¹¹ Id. at 52-55.

¹² G.R. No. 147861, November 18, 2005, 475 SCRA 426.

¹³ G.R. No. 138900, September 20, 2005, 470 SCRA 236.

¹⁴ G.R. No. 121863, May 5, 1997, 272 SCRA 221.

¹⁵ Bustamante v. Court of Appeals, G.R. No. 126371, April 17, 2002, 381 SCRA 171.

¹⁶ Rollo, pp. 267, 328.

¹⁷ Id. at 64-66, 98-100, 104-107.

¹⁸ Id. at 206-209.

¹⁹ Id. at 256. Respondents’ complaint filed with the trial court states as its main cause of action:

xxx       xxx       xxx

3. Plaintiff Santiago Cua instituted the present action in his capacity as honorary chairman, incumbent trustee and member of the plaintiff corporation, in order to redress wrongs committed by the defendants, who have conspired to violate the provisions of the by-laws of the plaintiff corporation, for their sole interests and benefits, in flagrant violation of the rights and interests, and to the extreme damage and prejudice, of the other trustees and members of the corporation, and of the entire community of the plaintiff corporation, as an educational institution, founded on the principles of democracy and rule of law, and dedicated to a commitment to follow the duly promulgated by-laws in the governance of the plaintiff corporation as an educational institution with its aspirations for excellence;

xxx       xxx       xxx

5. The cause of action in respect of the derivative suit actually devolves on the plaintiff corporation, the wrongdoings and illegal acts of the defendants having been or are being caused to the plaintiff corporation, and not to plaintiff Santiago Cua, as an honorary chairman, trustee and member of the plaintiff corporation, since he does not seek any remedy or relief for his personal or individual interests, but is demanding, in behalf of the plaintiff corporation, especially, and in particular, in the matter of the election of the members of the board of trustees and of the officers of the plaintiff corporation, for the 20^th term from February 2006 to February 2008, which has not been held and effected as of now, and is therefore long overdue.

²⁰ Rule 58, Sec. 3.

²¹ Supra note 12.

²² Supra note 13.

²³ Commissioner of Internal Revenue v. Court of Appeals, G.R. No. 119322, June 4, 1996, 257 SCRA 200.

²⁴ Philippine Ports Authority v. Pier 8 Arrastre & Stevedoring Services, Inc., G.R. No. 147861, November 18, 2005, 475 SCRA 426; Levi Strauss & Co. v. Clinton Apparelle, Inc., G.R. No. 138900, September 20, 2005, 470 SCRA 236; Rualo v. Pitargue, G.R. No. 140284, January 21, 2005, 449 SCRA 121; Almeida v. Court of Appeals, G.R. No. 159124, January 17, 2005, 448 SCRA 681; Tayag v. Lacson, G.R. No. 134971, March 25, 2004, 426 SCRA 282; Manila International Airport Authority v. Court of Appeals, G.R. No. 118249, 14 February 2003, 397 SCRA 348; Olalia v. Hizon, G.R. No. 87913 , May 6, 1991, 196 SCRA 665; Government Service Insurance System v. Florendo, G.R. No. 48603, 29 September 1989, 178 SCRA 76.

²⁵ Luna v. Arcenas, 34 Phil. 80 (1916).

²⁶ Cagayan de Oro City Landless Residents Association, Inc. (COCLAI) v. Court of Appeals, G.R. No. 106043, March 4, 1996, 254 SCRA 220.

²⁷ Gochan, et al. v. Young, et al., G.R. No. 131889, March 12, 2001, 354 SCRA 207; Bitong v. Court of Appeals, G.R. No. 123553, July 13, 1998, 292 SCRA 503; Commart (Phils.), Inc. v. Securities and Exchange Commission,

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