Summary judgment is improper when there are genuine issues of fact that require the presentation of evidence during a full-blown trial, such as disputes over compliance with contractual obligations, the validity of an extrajudicial rescission, and the substantiation of claimed expenses; furthermore, the designation of a Regional Trial Court branch as a Special Commercial Court (SCC) does not divest it of its general jurisdiction over ordinary civil cases.

The City of Manila leased a property to Bullion for development, requiring the construction of a City Hall extension and a commercial building (Meisic Mall). Bullion completed the extension but struggled with the mall construction, prompting it to seek investment from Majestic. This led to a Memorandum of Agreement (MOA) where Majestic agreed to acquire 80% equity in Bullion and infuse capital to complete the mall.

• The City of Manila and Bullion entered a 25-year lease contract for Bullion to develop a property, including constructing a commercial mall (Meisic Mall).
• Bullion failed to complete the mall and entered into a Memorandum of Agreement (MOA) with Majestic on September 7, 2004.
• Under the MOA, Majestic agreed to acquire 80% equity interest in Bullion for P96 million and infuse additional capital to complete the mall; Bullion's existing value was pegged at P120 million.
• The MOA detailed a payment schedule for the P96 million, transfer of shares corresponding to payments, amendment of Bullion's authorized capital stock, and management structure upon initial payment.
• The MOA included default clauses: if Majestic defaulted on two installments, Bullion could rescind, refunding only half of payments made; if Bullion defaulted, Majestic could rescind and demand full refund.
• Majestic paid an initial P57 million, acknowledged by Bullion.
• Majestic subsequently issued four checks totaling P31 million, which were dishonored due to "Stop Payment" orders.
• Bullion sent demand letters to Majestic and, upon non-payment, sent a notice on June 24, 2005, electing to rescind the MOA per its terms.
• Majestic took over mall construction, claiming additional investment of P134,522,803.22, bringing its total alleged investment to P191,522,803.22.
• The mall became operational around May 2005 under Majestic's management.
• On June 25, 2005, Bullion, aided by police and guards, retook physical possession of Meisic Mall.
• Majestic filed a complaint for Specific Performance, Injunction, and Damages against Bullion.

• Majestic argued that the MOA remained valid and binding, and it was Bullion that failed to comply with its undertakings.
• Majestic claimed it became the majority shareholder (95.76%) of Bullion due to its total investment of P191,522,803.22 (P57M payment + P134.5M construction expenses).
• Majestic contended that summary judgment rendered by the RTC was proper as the main issue revolved around the interpretation and execution of the MOA.
• Majestic asserted that the RTC's grant of execution pending appeal was justified by "good reasons" as required by the Rules of Court.
• Majestic argued that RTC Branch 46, even as a designated Special Commercial Court, retained general jurisdiction and could hear the specific performance case.
• Majestic claimed the CA erred in accepting a defective verification/certification from Bullion in the certiorari petition.
• Majestic argued the CA erred in ordering the restoration of mall possession to Bullion.

• Bullion contended that Majestic violated the MOA by failing to pay installments due, specifically citing the dishonored checks worth P31 million.
• Bullion argued it validly rescinded the MOA based on Majestic's default, as stipulated in the agreement's default clause.
• Bullion asserted that summary judgment was improper because there were genuine issues of material fact requiring trial, such as whether Majestic defaulted, the validity of the rescission, and the actual amount and proof of Majestic's alleged additional investments.
• Bullion claimed the RTC committed grave abuse of discretion in granting execution pending appeal as the "good reasons" required by Rule 39 were absent.
• Bullion initially argued (in its Comment to G.R. No. 215289) that RTC Branches 24 and 46, being designated SCCs, lacked jurisdiction over the specific performance suit, which is an ordinary civil action.
• Bullion denied Majestic's claims regarding the P134.5 million additional investment, demanding competent proof.

• Whether RTC Branch 46 of Manila, a designated Special Commercial Court, had jurisdiction over the subject matter (specific performance case).
• Whether the RTC's rendition of a summary judgment in favor of Majestic was proper.
• Whether the RTC's order granting execution pending appeal of the summary judgment was proper.

• The Supreme Court denied both petitions filed by Majestic and affirmed the decisions of the Court of Appeals.
• The Court ruled that RTC Branch 46, despite its designation as an SCC, possesses general jurisdiction conferred by BP 129 and was competent to hear the specific performance case; SCC designation is merely a procedural tool for administrative efficiency and does not limit the court's statutory jurisdiction.
• The Court held that summary judgment was improper because genuine issues of material fact existed, including: (a) which party first violated the MOA, (b) the validity of Bullion's extrajudicial rescission of the MOA (given Majestic's opposition), and (c) the veracity and amount of Majestic's claimed P134.5 million investment, which requires substantiation through competent evidence during trial.
• The Court found that since the summary judgment was correctly set aside by the CA, the issue regarding the propriety of the execution pending appeal of that judgment had become moot and academic, requiring no further discussion.
• The Court upheld the CA's order to remand the case for re-raffle to a non-commercial court RTC branch for a full-blown trial to resolve the factual disputes.
• The Court agreed with the CA's reasoning that even if Majestic were the controlling stockholder, corporate control and possession of assets (Meisic Mall) are exercised by the Board of Directors, not stockholders directly, thus supporting the restoration of possession to Bullion pending final judgment.

• Jurisdiction vs. Exercise of Jurisdiction — Jurisdiction over the subject matter is conferred by law (BP 129 for RTCs), while the exercise of jurisdiction can be regulated by procedural rules (like SCC designation by the Supreme Court). The designation as an SCC is procedural and does not diminish the court's general jurisdiction granted by statute. Applied here to confirm RTC Branch 46's authority to hear the specific performance case despite being an SCC.
• Summary Judgment — A procedural device proper only when there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. It is improper if factual issues are disputed or contested, requiring presentation and assessment of evidence. Applied here to find the RTC erred in granting summary judgment due to existing factual disputes over MOA compliance, rescission validity, and investment amounts.
• Genuine Issue of Fact — An issue of fact which requires the presentation of evidence as distinguished from a sham, fictitious, contrived or false claim. Its existence precludes summary judgment. Applied here to categorize the conflicting claims about MOA violation, rescission, and investments as genuine issues needing trial.
• Extrajudicial Rescission — A party's unilateral termination of a contract based on a stipulated right to rescind upon default. It has legal effect if not opposed; if objected to, judicial determination is necessary to confirm the rescission's validity. Applied here to explain why Bullion's rescission, being strongly opposed by Majestic, required judicial intervention and trial.
• Moot and Academic Principle — A case or issue becomes moot when it ceases to present a justiciable controversy due to supervening events, rendering a judgment on it of no practical value or use. Applied here to the issue of execution pending appeal, which became irrelevant once the underlying summary judgment was reversed.
• Corporate Powers (Board of Directors) — The business and affairs of a corporation are managed, and its properties controlled, by its Board of Directors, not individual stockholders, even a controlling one. Applied here to justify restoring possession of the mall to Bullion (represented by its Board) rather than Majestic, pending final resolution.

• "In determining the genuineness of the issues, and hence the propriety of rendering a summary judgment, the court is obliged to carefully study and appraise, not the tenor or contents of the pleadings, but the facts alleged under oath by the parties and/or their witnesses in the affidavits that they submitted with the motion and the corresponding opposition."
• "Where the facts pleaded by the parties are disputed or contested, proceedings for a summary judgment cannot take the place of a trial."
• "x x x the fact that a particular branch x x x has been designated as a Special Commercial Court does not shed the RTC's general jurisdiction over ordinary civil cases under the imprimatur of statutory law, i.e., Batas Pambansa Bilang (BP) 129."
• "Basic is the rule in corporation law that the business and affairs of a corporation [are] handled by a Board of Directors and not the controlling stockholder."

• Gonzales, et al. v. GJH Land. Inc., et al. — Cited to establish that the designation of RTCs as Special Commercial Courts is merely procedural and does not divest them of their general jurisdiction conferred by law (BP 129).
• Calubaquib, et al. v. Republic of the Philippines — Cited extensively to explain the nature, requirements, and limitations of summary judgment, emphasizing the need for a hearing and the absence of genuine factual issues.
• YKR Corporation, et. al., v. Philippine Agri-Business Center Corporation — Cited for the principle that summary judgment is improper if there is doubt as to the facts or if issues of fact are joined by the parties.
• Subic Bay Metropolitan Authority, et al. v. Universal International Group of Taiwan, et al. / Palay, Inc., et al. v. Clave, et al. — Cited for the rule on extrajudicial rescission: it has legal effect if unobjected to, but requires judicial determination if opposed.
• Osmeña III v. Social Security System of the Philippines — Cited to define the "moot and academic" principle and its exceptions, applied here to the issue of execution pending appeal.
• Concorde Condominium Inc., etc., et al. v. Augusto H. Baculio — Cited alongside Gonzales regarding the distinction between jurisdiction and the exercise thereof, particularly concerning SCCs.
• G.D. Express Worldwide, N.V, et al. v. Court of Appeals (4th Dvision), et al. / Strategic Alliance Development Corporation v. Star Infrastructure Development Corporation, et al. — Cited to support the principle that SCCs are courts of general jurisdiction.

• Rules of Court, Rule 45 — Basis for the petitions for review on certiorari filed with the Supreme Court.
• Rules of Court, Rule 39 (Execution, Satisfaction and Effect of Judgments) — Specifically Section 2, regarding execution pending appeal and the requirement of "good reasons."
• Rules of Court, Rule 35 (Summary Judgments) — Implicitly the basis for the discussion on the propriety of summary judgment.
• Republic Act No. 8799 (The Securities Regulation Code), Section 5.2 — Cited as the legal basis directing the Supreme Court to designate RTC branches to handle intra-corporate disputes (leading to SCCs), but noted it does not diminish the general jurisdiction of these courts.
• Batas Pambansa Bilang 129 (The Judiciary Reorganization Act of 1980) — Cited as the statutory source of the RTC's general jurisdiction over civil cases.