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The petitioners moved24 but failed to obtain a reconsideration of the Court of Appeal’s decision.25 Hence, they came to the Court for relief via the present petition. The Petition The petitioners submit that the Court of Appeals erred in dismissing the petition for rehabilitation on the ground of improper venue. They claim that Mervic Realty, Inc. amended its AOI on February 15, 198526 and that Viccy Realty, Inc. adopted Mervic Realty, Inc.’s principal place of business in Malabon City.27 The petitioners thus insist that they properly filed the rehabilitation petition in Malabon City.28 They reiterate that they are close family corporations and that it would be impractical to file separate rehabilitation petitions. The petitioners claim that the rehabilitation court fully acquired jurisdiction over the petition the moment they complied with all jurisdictional requirements.29 Finally, the petitioners justify the approval of the rehabilitation plan by claiming that their businesses are still in operation and that their desired financial targets can still be implemented. China Bank’s Comment30 In response, China Bank maintains that the Interim Rules mandate that the rehabilitation petition be filed in the place where the principal debtor’s principal office is located. China Bank argues that Viccy Realty Inc.’s General Information Sheet (GIS) shows Quezon City as its principal place of business, contrary to the petitioners’ claim that Viccy Realty, Inc. adopted Mervic Realty, Inc.’s principal office in Malabon City.31 China Bank also claims that the petitioners did not submit a copy of Viccy Realty, Inc.’s AOI to the rehabilitation court to prove that it had transferred its principal office to Malabon City. Neither was its Bylaws submitted. China Bank thus insists that the rehabilitation court of Malabon City did not acquire jurisdiction over the petition.32 In support of this allegation, China Bank claims that it has submitted to the rehabilitation court a verification of documents from the Securities and Exchange Commission showing that Viccy Realty Inc.’s principal office is located in Quezon City.33 The Petitioner’s Reply34 The petitioners maintain that Mervic Realty, Inc. amended its AOI in 1985 and made Malabon City its principal place of business.35 They reiterate that Mervic Realty, Inc. owns 80% of the shares of Viccy Realty, Inc., and that the latter adopted the principal office of the former.36 The petitioners also submit that China Bank had waived the issue of venue because all its notices had been addressed to their principal office in Malabon City.37 The petitioners invoke Section 97 of the Corporation Code, which purportedly provides an exception to the general rule and makes the stockholders and/or officers of a close corporation personally liable for corporate debts. Thus, a joint rehabilitation petition filed by a close family corporation should be allowed. Finally, the petitioners invoke A.M. No. 00-8-10-SC dated December 2, 2008, or the 2008 Rules of Procedure on Corporate Rehabilitation (2008 Rules) which allow the joint filing of rehabilitation petition by a group of companies. They posit that the 2008 Rules may be applied to their rehabilitation petition filed in 2006.38 Issues We clarify at the outset that the Court will not delve into the feasibility of the petitioners’ rehabilitation. The viability of the rehabilitation plan is not at issue here. Whether the petitioners, as they claim, can still be financially revived is an issue separate from the procedural aspects of the case. The main issue is whether the petitioners, which are close family corporations, can jointly file the petition for rehabilitation under the Interim Rules. If the answer is yes, then we determine whether they have chosen the correct venue. If the answer is no, then the Court can resolve the petition without ruling on the petitioners’ factual claims that they have amended their AOIs, have moved their principal place of business from Quezon City to Malabon City, and have thus filed the rehabilitation petition in the proper venue. Our Ruling We deny the petition for lack of merit. The rules in effect at the time the rehabilitation petition was filed were the Interim Rules. The Interim Rules took effect on December 15, 2000, and did not allow the joint or consolidated filing of rehabilitation petitions. We note that the present dispute is not without a precedent. The Court resolved the same issue in the case of Asiatrust Development Bank v. First Aikka Development, Inc.39 Like the present case, the two corporations in this cited case had interlocking stockholders and officers when they filed a joint rehabilitation petition in Baguio City. However, one corporation’s principal place of business was in Pasig City, which is beyond the jurisdiction of the rehabilitation court in Baguio City.40 In Asiatrust, the Court held that the consolidation of petitions involving two separate entities is not proper.41 Although the corporations had interlocking directors, owners, officers, as well as intertwined loans, the two corporations were separate, each one with its own distinct personality.42 In determining the feasibility of rehabilitation, the court evaluates the assets and liabilities of each of these corporations separately and not jointly with other corporations.43 Thus, the Court dismissed the rehabilitation petition but only with respect to the corporation located in Pasig City. The Court found that the other corporation properly filed its rehabilitation petition in Baguio City because its principal office is located in that city.44 Thus, we remanded the case to the rehabilitation court of Baguio City for further proceedings but only with respect to the corporation located in that city.45 In the present case, the dispute’s concern is not only whether the petitioners could jointly file the rehabilitation petition (which the Court disallowed in Asiatrust), but also whether the rehabilitation petition was filed in the proper venue. Notwithstanding our ruling in Asiatrust, the petitioners beg the Court to liberally apply the Interim Rules. As mentioned, they also invoke the 2008 Rules which allow a group of companies to file a joint rehabilitation petition.46 In short, the petitioners ask the Court to apply a rule that did not exist when they filed the rehabilitation petition. We find no legal basis to retroactively apply the 2008 Rules. The 2008 Rules took effect on January 16, 2009.47 By the time the Court decided Asiatrust in 2011, the 2008 Rules were already in effect but the Court saw no valid reason to retroactively apply these. More significantly, Rule 9, Section 2 of the 2008 Rules allows the retroactive application of the 2008 Rules to pending rehabilitation proceedings only when these have not yet undergone the initial hearing stage at the time of the effectivity of the 2008 Rules:
In the present case, the rehabilitation court conducted the initial hearing on January 22, 2007,48 and approved the rehabilitation plan on April 15, 2008 – long before the effectivity of the 2008 Rules on January 16, 2009. Clearly, the 2008 Rules cannot be retroactively applied to the rehabilitation petition filed by the petitioners. On this basis alone, the Court holds that the present petition lacks merit. Even if we liberally and retroactively apply the 2008 Rules, the issue of venue remains. To resolve whether Malabon City should be the proper venue, we have to determine if the petitioners have indeed validly amended their AOIs. We observe that the rehabilitation court did not rule on the issue of venue although China Bank raised this jurisdictional defect at the outset.1âwphi1 The Court of Appeals, on the other hand, found Quezon City as the petitioners' principal place of business. Also, while the petitioners attached copies of their certified amended AOis and GIS, China Bank disputed the authenticity and completeness of these documents. Suffice it to say that at this late stage of the case, the Court cannot and will not resolve the question of whether the petitioners have amended their AOis. Such an exercise would require us to examine the authenticity and completeness of the documents submitted to prove or contradict the supposed amendments. We stress that this is a fact-finding task that the Court does not usually undertake, particularly in a Rule 45 petition where only questions of law may be raised.49 WHEREFORE, premises considered, we DENY the petition and AFFIRM the June 10, 2010 decision and the September 14, 2010 resolution of the Court of Appeals in CA- G.R. SP No. 103557. Costs against the petitioners Mervic Realty, Inc. and Viccy Realty, Inc. SO ORDERED. ARTURO D. BRION WE CONCUR: ANTONIO T. CARPIO
(On Leave) A T T E S T A T I O N I attest that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court's Division. ANTONIO T. CARPIO C E R T I F I C A T I O N Pursuant to Section 13, Article VIII of the Constitution and the Division Chairperson's Attestation, I certify that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court's Division. MARIA LOURDES P.A. SERENO Footnotes * On Leave. 1 Rollo, pp. 9-33. The petition is filed under Rule 45 of the Rules of Court. 2 Id at 37-51. The assailed decision and resolution are penned by Associate Justice Amy C. Lazaro-Javier, and concurred in by Associate Justice Sesinando E. Villon and (now Supreme Court) Associate Justice Estela M. Perlas-Bernabe. 3 Id at 81. 4 Id. at 89-96. Docketed as SEC Corp. Case No. S6-002-MN. 5 Id. at 13. 6 A.M. No. 00-8-10-SC, November 21, 2000. 7 Id. at 90. 8 Id. 9 Id. at 96. 10 Id. at 92. 11 Id. at 279-282. The stay order was issued on October 19, 2006. 12 Id. at 39. Mr. Villamor A. Aguilar was the appointed receiver. 13 Id. at 288-297. China Bank filed its opposition on January 19, 2007. 14 Id. at 38. Covered by TCT Nos. R-28696, M-10463 and R-27373. 15 Id. at 288-289. 16 Id. at 296. 17 Id. at 296. 18 Id. at 326-329 and pp. 555-558. Assisting Judge Leonardo L. Leonida issued the April 15, 2008 order. 19 Id. at 330-348. China Bank also applied for the issuance of a temporary restraining order or writ of preliminary injunction. 20 Id. at 48. 21 Id. 22 Id. at 50. 23 Id. at 51. 24 Id. at 53-56. 25 Id. at 81. 26 Id. at 664-672. 27 Id. at 673-680. 28 Id. at 23. 29 Citing Section 9, Rule 4 of the Interim Rules, id. at 24. 30 Id. at 691-698. Comment filed on February 18, 2011. 31 Id. at 693. 32 Id. 33 Id. at 694. 34 Id. at 702-705. Reply filed on June 6, 2011. 35 Id. at 703. 36 Id. 37 Id. 38 Id. at 704. 39 665 Phil. 313 (2011). 40 Id. at 327. 41 Id. at 327-328. 42 Ibid. 43 Id at 328. 44 Ibid. 45 Id. at 332. 46 See 2008 Rules, Rule 3, Section 2. 47 See 2008 Rules, Rule 9, Section 3. 48 Rollo, p. 326. 49 RULES OF COURT, Rule 45, Section 1. The Lawphil Project - Arellano Law Foundation 
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