Sunrise Marketing (Bacolod), Inc. (SMBI) is a duly registered corporation owned by the Ang family.

Its current stockholders and their respecti!e stockholdings are as follows"#chanrobles!irtuallawlibraryStockholder Number of Shares$uanito Ang %,'Anecita Ang (,)#'$eanne!ie Ang ),#''*oberto Ang %,'*achel Ang +,',otal )#,'''$uanito Ang ($uanito) and *oberto Ang (*oberto) are siblings. Anecita -imoco.Ang (Anecita) is $uanito/s wife and $eanne!ie is their daughter. *oberto was elected 0resident of SMBI, while $uanito was elected as its 1ice 0resident. *achel -u.Ang (*achel) and Anecita are SMBI/s 2orporate Secretary and ,reasurer,respecti!ely.3n +( $uly (44#, 5ancy Ang (5ancy), the sister of $uanito and *oberto, and her husband, ,heodore Ang (,heodore), agreed to e6tend a loan to settle the obligations of SMBI and other corporations owned by the Ang family, specifically Bayshore A7ua 2ulture 2orporation, 3ceanside Marine *esources and $* A7ua1enture.8 5ancy and ,heodore issued a check in the amount of 9(,''','''.'' payable to :$uanito Ang and;or Anecita Ang and;or *oberto Ang and;or *achelAng.< 5ancy was a former stockholder of SMBI, but she no longer appears in SMBI/s =eneral Information Sheets as early as (448.& 5ancy and ,heodore are now currently residing in the >nited States. ,here wasno written loan agreement, in !iew of the close relationship between the parties. 0art of the loan was also used to purchase real properties for SMBI, for $uanito, and for *oberto.%chanrobles!irtuallawlibrary3n )) ?ecember )''#, SMBI increased its authori@ed capital stock to 0(',''','''.''. ,he 2ertificate of Increase of 2apital Stock was signed by $uanito, Anecita, *oberto, and *achel as directors of SMBI.4 $uanito claimed, howe!er, that the increase of SMBI/s capital stock was done in contra!ention of the 2orporation 2ode.(' According to $uanito, when he andAnecita left for 2anada"chanrobles!irtualawlibrary666Sps. *obertoand*achel Angtooko!er theacti!e management of ASMBIB. ,hrough theemployment of sugar coated wordsA,B they were ableto successfully manipulate the stocks sharingsbetween themsel!es at #'.#' under the condition thatthe procedures mandated by the 2orporation 2ode onincreaseof capital stockbestrictlyobser!ed(!alidBoardMeeting). 5osuchmeetingof theBoardtoincrease capital stock materiali@ed. It was more of anaccommodation to buy peace 6 6 6.(($uanito claimed that payments to 5ancy and ,heodoreceased sometime after )''8. 3n ) 5o!ember )''%, 5ancy and ,heodore, through their counsel here in the 0hilippines, sent a demand letter to :Spouses $uanito -. Ang;Anecita -. Ang and Spouses *oberto -. Ang;*achel -. Ang< for payment of the principal amounting to 9(,''','''.'' plus interest at ten percent (('C) per annum, for a total of 9),#%#,#&&.+& within ten days from receipt of the letter.() *oberto and *achel then sent a letter to 5ancyand ,heodore/s counsel on # $anuary )''4, saying that they are not complying with the demand letter because they ha!e not personally contracted a loan from 5ancy and ,heodore.3n % $anuary )''4, $uanito and Anecita e6ecuted a ?eed of Acknowledgment and Settlement Agreement (Settlement Agreement) and an D6tra.$udicial *eal Dstate Mortgage (Mortgage). >nder the foregoing instruments, $uanito and Anecita admitted that they, together with *oberto and *achel, obtained a loan from 5ancy and ,heodore for 9(,''','''.'' on +( $uly (44# and such loan shall be secured by"chanrobles!irtualawlibrarya) $uanito and Anecita/s fifty percent share o!er a parcel of land registered in the name of SMBIEb) a parcel of land registered in the name of $uanito AngEc) $uanito/s fifty percent share in & parcels of land registered in his and *oberto/s nameEd) a parcel of land registered in the name of *obertoEe) a parcel of land registered in the name of *achelE andf) *oberto and *achel/s fifty percent share in ) parcels of land registered inthe name of their son, -i!ingstone -. Ang (-i!ingstone), and in another lot registered in the name of -i!ingstone and Al!in -imoco Ang.(+A certain Fenneth 2. -ocsin (-ocsin) signed on behalf of 5ancy and ,heodore, under a Special 0ower of Attorney which was not attached as part of the Settlement Agreement or the Mortgage, nor included in the records of this case.,hereafter, $uanito filed a :Stockholder ?eri!ati!e Suitwith prayer for an e6.parte Grit of Attachment;*ecei!ership< (2omplaint) before the *,2Bacolod on )4 $anuary )''4. He alleged that :the intentional and malicious refusal of defendant Sps. *oberto and *achel Ang to AsettleB their #'C share 6 6 6 AofB the total obligation 6 6 6 will definitely affect the financial !iability of plaintiff SMBI.5*ISDMA*FD,I5= (BA23-3?), I52. 6 6 66 6 6 6+& (Empasis supplied)$uanito and Anecita, as stockholders of SMBI, are not co.owners of SMBI assets. ,hey do not own pro.indi!iso shares, and therefore, cannot mortgage the same e6cept in their capacity as directors or officers of SMBI.Ge also find that there is insufficient e!idence to suggest that *oberto and *achel fraudulently and wrongfully remo!ed 5ancy as a stockholder in SMBI/s reportorial re7uirements. As early as )''#, when SMBI increased its capital stock, $uanito and Anecita already knew that 5ancy was not listed as a stockholder of SMBI. Howe!er, they attempted to rectify the error only in )''4, when the 2omplaint was filed. ,hat it took four years for them to make any attempt to 7uestion 5ancy/s e6clusion as stockholder negates their allegation of fraud.Since damage to the corporation was not sufficiently pro!en by $uanito, the 2omplaint cannot be considered a bona fide deri!ati!e suit. A deri!ati!e suit is one that seeks redress for inJury to the corporation, and not the stockholder. 5o such inJury was pro!en in this case.,he 2omplaint also failed to allege that all a!ailable corporate remedies under the articles of incorporation, by.laws, laws or rules go!erning the corporation were e6hausted, as re7uired under the Interim *ules. ,he 2A.2ebu, applying our ruling in the Yu case, pointed out"chanrobles!irtualawlibrary6 6 6 5o written demand was e!er made for the boardof directors to address pri!ate respondent $uanitoAng/s concerns.,he fact that ASMBIB is a family corporation does note6empt pri!ate respondent $uanito Ang fromcomplying with the AInterimB *ules. In the 6 6 6 Kucase, the Supreme 2ourt held that a familycorporationisnot e6empt fromcomplyingwiththeclear re7uirements andformalities of therules forfiling a deri!ati!e suit. ,here is nothing in thepertinent laws or rules Awhich state that there is aBdistinctionbetween666familycorporations666AandB other typesof corporations intheinstitutionAbyB a stockholder of a deri!ati!e suit.+%Iurthermore, there was no allegation that there was an attempt to remo!e *achel or *oberto as director orofficer of SMBI, as permitted under the 2orporation 2ode and the by.laws of the corporation. ,hus, the 2omplaint failed to satisfy the re7uirements for a deri!ati!e suit under the Interim *ules.,he 2A.2ebu correctly ruled that the 2omplaint should be dismissed since it is a nuisance or harassment suit under Section ((b) of the Interim *ules. Section ((b) thereof pro!ides"chanrobles!irtualawlibraryb) !roibition against nuisance and arassment suits..5uisanceandharassment suitsareprohibited. Indetermining whether a suit is a nuisance orharassment suit, the court shall consider, amongothers, the following"chanrobles!irtualawlibrary(() ,he e6tent of the shareholding or interest of theinitiating stockholder or memberEnadcrala!!onlinelawlibrary()) SubJect matter of the suitEnadcrala!!onlinelawlibrary(+) -egal and factual basis of the complaintEnadcrala!!onlinelawlibrary() A!ailability of appraisal rights for the act or actscomplained ofE and(#) 0reJudice or damage to the corporation,partnership, or associationinrelationtothe reliefsought.Incaseof nuisanceor harassment suits, thecourtmay, motu proprio or upon motion, forthwith dismissthe case.*ecords show that $uanito, apart from being 1ice 0resident, owns the highest number of shares, e7ual to those owned by *oberto. Also, as e6plained earlier, there appears to be no damage to SMBI if the loan e6tended by 5ancy and ,heodore remains unpaid. ,he 2A.2ebu correctly concluded that :a plain readingof the allegations in the 2omplaint would readily showthat the case 6 6 6 was mainly filed Ato collectB a debtallegedly e6tended by the spouses ,heodore and 5ancy Ang to ASMBIB. ,hus, the aggrie!ed party is notSMBI 6 6 6 but the spouses ,heodore and 5ancy Ang, who are not e!en 6 6 6 stockholders.M+4chanrobles!irtuallawlibraryWHR!"R, we #N$ the petition. Ge A!!IR% the )' September )'(( ?ecision of the 2ourt of Appeals.2ebu in 2A.=.*. S0 5o. '##8.S" "R#R#.