CA reverses SEC ruling on Baguio Country Club row

The Court of Appeals has reversed a ruling by the Securities and Exchange Commission (SEC) on the intra-corporate squabble in Baguio Country Club (BCC).

In a 13-page decision issued last March 26, the CA set aside the Aug. 15, 2003 order of SEC general counsel Vernette Umali-Paco and all subsequent SEC orders, at the same time dismissing the complaints filed by Ramon and Erlinda Ilusorio against BCC.

"With the favorable decision of the Court of Appeals, your club can now devote its full attention to the implementation of its long-term plan of improving its facilities and services," BCC president Federico Agcaoili said in a letter to stockholders.

BCC, one of the premier golf and country clubs in Asia, started its court struggle in November 2002 when the SEC ordered it to hold a stockholders meeting to amend its by-laws and elect a new set of directors.

In August 2003, acting on a complaint by major stakeholder Ramon Ilusorio, the SEC directed BCC to conduct its meeting on or before Oct. 15, 2003, authorizing SEC representatives, with the aid of the military, to supervise the meeting.

BCC subsequently filed a petition with the CA, alleging that the SEC did not have jurisdiction and compliance with Paco’s order would violate its by-laws as well as the Securities Regulation Code.

The club also claimed that Paco and the SEC commited grave abuse of discretion in rendering the order with "unfairness, arbitrariness, gross partiality and grave injustice."

The CA decision ruled that that the rift between Ilusorio and BCC is an intra-corporate dispute and that despite this clear implication, the SEC took it upon itself to take cognizance of the dispute, which was beyond its jurisdiction.