HONGKONG AND SHANGHAI BANKING CORP., LTD. STAFF RETIREMENT PLAN, (now HSBC Retirement Trust Fund, Inc.), petitioner, vs. SPOUSES BIENVENIDO AND EDITHA BROQUEZA, respondents.

G.R. No. 178610. November 17, 2010.

Facts:Petitioners Gerong and [Editha] Broqueza are employees of Hongkong and Shanghai Banking Corporation (HSBC). They are also members of respondent Hongkong Shanghai Banking Corporation, Ltd. Staff Retirement Plan (HSBCL-SRP, plaintiff below). The HSBCL-SRP is aretirement plan established by HSBC through its Board of Trustees for the benefit of the employees.On October 1, 1990, petitioner [Editha] Broqueza obtained a car loan in the amount of Php175,000.00. On December 12, 1991, she again applied and was granted an appliance loan in the amount of Php24,000.00. On the other hand, petitioner Gerong applied and was granted an emergency loan in the amount of Php35,780.00 on June 2, 1993. These loans are paid through automatic salary deduction. Meanwhile [in 1993], a labor dispute arose between HSBC and its employees. Majority of HSBC’s employees were terminated, among whom are petitioners Editha Broqueza and Fe Gerong. The employees then filed an illegal dismissal case before the National Labor Relations Commission (NLRC) against HSBC. Because of their dismissal, petitioners were not able to pay the monthly amortizations of their respective loans. Thus, respondent HSBCL-SRP considered the accounts of petitioners delinquent. Demands to pay the respective obligations were made upon petitioners, but they failed to pay.

HSBCL-SRP, acting through its Board of Trustees and represented by Alejandro L. Custodio, filed Civil Case No. 52400 against the spouses Broqueza on 31 July 1996. On 19 September 1996,HSBCL-SRP filed Civil Case No. 52911 against Gerong. Both suits were civil actions for recovery and collection of sums of money.

Issues:I. The Court of Appeals has decided a question of substance in a way not in accord with law andapplicable decisions of this Honorable Court; andII. The Court of Appeals has departed from the accepted and usual course of judicialproceedings in reversing the decision of the Regional Trial Court and the Metropolitan Trial Court.

Ruling:The petition is meritorious. The court agreed with the rulings of the MeTC and the RTC. In ruling, the first paragraph of Article 1179 of the Civil Code was applied:

Art. 1179. Every obligation whose performance does not depend upon a future or uncertain event, or upon a past event unknown to the parties, is demandable at once.

The court affirmed the findings of the MeTC and the RTC that there is no date of payment indicated in the Promissory Notes. The RTC is correct in ruling that since the Promissory Notes do not contain a period, HSBCL-SRP has the right to demand immediate payment. Article 1179of the Civil Code applies. The spouses Broqueza’s obligation to pay HSBCL-SRP is a pureobligation. The fact that HSBCL-SRP was content with the prior monthly check-off from EdithaBroqueza’s salary is of no moment. Once Editha Broqueza defaulted in her monthly payment, HSBCL-SRP made a demand to enforce a pure obligation. In their Answer, the spouses Broqueza admitted that prior to Editha Broqueza’s dismissal from HSBC in

December 1993, she "religiously paid the loan amortizations, which HSBC collected through payroll check-off."

A definite amount is paid to HSBCL-SRP on a specific date. Editha Broqueza authorized HSBCL-SRP to make deductions from her payroll until her loans are fully paid. Editha Broqueza, however, defaulted in her monthly loan payment due to her dismissal. Despite the spouses Broqueza’s protestations, the payroll deduction is merely a convenient mode of payment and not the sole source of payment for the loans. HSBCL-SRP never agreed that the loans will be paid only through salary deductions. Neither did HSBCL-SRP agree that if Editha Broqueza ceases to be an employee of HSBC her obligation to pay the loans will be suspended. HSBCL-SRP can immediately demand payment of the loans at anytime because the obligation to pay has no period. Moreover, the spouses Broqueza have already incurred in default in paying the monthly installments. Finally, the enforcement of a loan agreement involves "debtor-creditor relations founded on contract and does not in any way concern employee relations. As such it should be enforced through a separate civil action in the regular courts and not before the Labor Arbiter. The petition is granted. The Decision of the Court of Appeals was reversed and set aside. The decisions of the Regional Trial Court of Makati, as well as the decision of the Metropolitan Trial Court of Makati City against the spouses Bienvenido and Editha Broqueza were affirmed

18. RENATO REAL, petitioner, vs. SANGU PHILIPPINES, INC. ET AL. and/or KIICHI ABE, respondents.

G.R. No. 168757. January 19, 2011.

Facts:Renato Real was the Manager of respondent corporation Sangu Philippines, Inc. which is engaged in the business of providing manpower for general services. He filed a complaint for illegal dismissal against the respondents stating that he was neither notified of the Board meeting during which his removal was discussed nor was he formally charged with any infraction.

Respondents, on the other hand, said that Real committed gross acts of misconduct detrimental to the company since 2000. The LA declared petitioner as having been illegally dismissed. Sangu appealed to NLRC and established petitioner’s status as a stockholder and as a corporate officer and hence, his action against respondent corporation is an intra-corporate controversy over which the Labor Arbiter has no jurisdiction. NLRC modified the LA’s decision. On appeal, the CA affirmed the decision of NLRC.Hence, this petition.

Issue:Whether or not petitioner’s complaint for illegal dismissal constitutes an intra-corporate controversy.

Ruling:To determine whether a case involves an intra-corporate controversy, and is to be heard and decided by the branches of the RTC specifically designated by the Court to try and decide such cases, two elements must concur: (a) the status or relationship of the parties, and (2) the nature of the question that is the subject of their controversy.

The first element requires that the controversy must arise out of intra-corporate or partnership relations between any or all of the parties and the corporation x x . The second element requires that the dispute

among the parties be intrinsically connected with the regulation of the corporation. If the nature of the controversy involves matters that are purely civil in character, necessarily, the case does not involve an intra-corporate controversy.

Guided by this recent jurisprudence, we thus find no merit in respondents’ contention that the fact alone that petitioner is a stockholder and director of respondent corporation automatically classifies this case as an intra-corporate controversy. To reiterate, not all conflicts between the stockholders and the corporation are classified as intra-corporate. There are other factors to consider in determining whether the dispute involves corporate matters as to consider them as intra-corporate controversies.